UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
( X ) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended March 31, 2004.
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File No: 000-30045
CATUITY INC.
(Exact Name of Registrant as specified in its charter)
Delaware 38-3518829
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2711 E. Jefferson Avenue
Detroit, MI 48207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(313) 567-4348
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ( X ) No ( )
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ( ) No ( X )
Indicate the number of shares outstanding of each of the issuer's
classes of stock as of the latest practical date: Common stock outstanding -
11,664,862 shares as of April 30, 2004.
1
CATUITY INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets- March 31, 2004 and December 31, 2003 3
Consolidated statements of operations - Three months ended March 31, 2004 and 2003 4
Consolidated statements of cash flows - Three months ended March 31, 2004 and 2003 5
Notes to Consolidated Financial Statements - March 31, 2004 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3. Qualitative and Quantitative Disclosure about Market Risk 10
Item 4. Controls And Procedures 10
PART II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES AND CERTIFICATIONS 12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CATUITY INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 DECEMBER 31, 2003
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,258,811 $ 5,768,828
Accounts receivable, less allowance of $62,000 at 118,998 402,109
March 31, 2004 and December 31, 2003
Restricted cash 234,892 119,009
Work in process 73,533 70,692
Prepaid expenses and other 215,374 188,423
------------- ------------
Total current assets 5,901,608 6,549,061
Property and equipment, net 225,704 223,466
------------- ------------
Total assets $ 6,127,312 $ 6,772,527
============= ============
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payable $ 108,998 $ 101,335
Deferred revenue 127,505 110,561
Accrued compensation 247,957 345,476
Other accrued expenses 124,661 116,742
Trust liability 93,509 95,586
------------- ------------
Total current liabilities 702,630 769,700
Accrued compensation 62,520 59,752
SHAREHOLDERS' EQUITY:
Common stock - $.001 par value; Authorized - 100 11,664 11,660
million shares: issued and outstanding -
11,663,585 at March 31, 2004 and 11,659,850 at
December 31, 2003
Preferred stock - $.001 par value Authorized - 10
million shares -- --
Additional paid-in capital 36,761,382 36,968,957
Shareholder loans (255,389) (468,166)
Foreign currency translation adjustment 105,821 88,299
Accumulated deficit (31,261,316) (30,657,675)
------------- ------------
Total shareholders' equity 5,362,162 5,943,075
------------- ------------
Total liabilities and shareholders' equity $ 6,127,312 $ 6,772,527
============= ============
See accompanying notes.
3
CATUITY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
------------------------------
2004 2003
------------ ------------
REVENUES:
Software development revenue $ 218,453 $ 248,405
Service revenue 249,283 154,337
License revenue 10,800 1,072,425
------------ ------------
Total revenues 478,536 1,475,167
COST OF REVENUE AND OTHER OPERATING EXPENSES:
Cost of software development 81,673 239,675
Cost of service 157,148 96,249
Sales and marketing 234,348 337,007
Research and development 306,424 186,417
General and administrative 333,498 328,816
------------ ------------
Total costs and expenses 1,113,091 1,188,164
------------ ------------
Operating income/(loss) (634,555) 287,003
Interest income 30,914 17,687
------------ ------------
Net income/(loss) (603,641) $ 304,690
============ ============
Net income/(loss) per share - basic and diluted ($ 0.05) $ 0.04
============ ============
Weighted average shares outstanding-basic & diluted 11,660,633 8,566,498
============ ============
See accompanying notes.
4
CATUITY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended
March 31,
----------------------------
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ (603,641) $ 304,690
Adjustments used to reconcile net loss to net cash used
in operating activities:
Depreciation 34,472 57,613
Changes in assets and liabilities:
Accounts receivable 283,111 270,768
Other assets, net (145,676) (175,430)
Deferred revenue 16,944 (1,165,615)
Accounts payable 7,663 (240,577)
Accrued expenses and other liabilities (88,908) 56,527
----------- -----------
Net cash used in operating activities (496,035) (892,024)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (36,710) (94,013)
----------- -----------
Net cash used in investing activities (36,710) (94,013)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of expenses 5,206 225,094
----------- -----------
Net cash provided by financing activities 5,206 225,094
----------- -----------
Foreign exchange effect on cash and cash equivalents 17,522 44,379
----------- -----------
Net decrease in cash and cash equivalents (510,017) (716,564)
Cash and cash equivalents, beginning of period 5,768,828 3,611,447
----------- -----------
Cash and cash equivalents, end of period $ 5,258,811 $ 2,894,883
=========== ===========
See accompanying notes.
5
CATUITY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Catuity Inc.
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for annual
financial statements and notes. The balance sheet at December 31, 2003 has been
derived from the audited financial statements at that date but does not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring items) considered
necessary for a fair presentation have been included. Operating results,
including license revenue, for the three month period ended March 31, 2004 are
not necessarily indicative of the results that may be expected for any
subsequent quarter or for the entire year ended December 31, 2004. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 2003.
The accompanying interim, consolidated financial statements should be read in
conjunction the consolidated financial statements and footnotes included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 2003.
2. COMPREHENSIVE INCOME/ (LOSS)
Comprehensive income/(loss) is summarized as follows:
THREE MONTHS ENDED
MARCH 31,
--------------------------
2004 2003
--------- --------
Net income/(loss) $(603,641) $304,690
Foreign currency translation 17,522 44,379
--------- --------
Total comprehensive income/ (loss) $(586,119) $349,069
========== ========
3. STOCK BASED COMPENSATION
The Company accounts for stock-based awards issued to employees under the
intrinsic value method in accordance with Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and has adopted
the disclosure-only alternative of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
Had compensation costs for stock-based awards issued to employees been
determined consistent with SFAS No.123, the Company's net income/(loss) and net
income/( loss) per share would have been reported as follows:
6
THREE MONTHS ENDED
MARCH 31,
2004 2003
--------- ----------
Net income/(loss) as reported ($603,641) $ 304,690
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards (28,141) (187,547)
--------- -----------
Pro forma net income/(loss) ($631,782) $ 117,143
========= ===========
Net income/(loss) per share: basic and diluted- as ($ 0.05) $ 0.04
reported
========= ===========
Pro forma basic and diluted income/(loss) per share ($ 0.05) $ 0.01
========= ===========
4. SHAREHOLDERS' EQUITY
In 1995 and 1996, the Company issued non-recourse loans to a former Australian
director for the purpose of purchasing approximately 276,000 shares of the
Company's stock. The Company's recourse for repayment of the loans is limited to
after-tax dividends and proceeds from the disposal of the shares. In 1999,
$75,000 AUD of the loan was repaid related to the sale of 25,000 shares. In the
fourth quarter of 2003, approximately $60,750 AUD was repaid related to the sale
of 20,250 shares. The amount of the loan outstanding is re-valued at each
respective balance sheet date if the Company's period ending fair market price
per share is below the price per share at which the loan was made. The
offsetting entry is made to additional paid in capital.
5. SUBSEQUENT EVENTS
On May 7, 2004 the Company received notice from the Nasdaq stock market that its
daily minimum bid price had fallen, and remained, below $1.00 for 30 consecutive
business days. As a result, the Company is out of compliance with Nasdaq's $1.00
minimum bid price for continued inclusion. In accordance with Section 4310 of
the Nasdaq Marketplace Rules, the Company has 180 calendar days from its May 7,
2004 notification date to achieve compliance.
The Company will seek to regain compliance within the 180 day period, but has
not made a final determination as to what specific action(s) it will take in
order to do so. No assurance can be given that compliance will in fact be
regained. The Company announced its updated strategy plans at its Annual
Shareholder Meeting held at 9:30 AM on Thursday May 13, 2004 in Sydney Australia
(7:30 PM on Wednesday May 12, 2004 EDT in the United States). The Company may
also consider a reverse stock split as one potential means to achieve
compliance.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Catuity develops, licenses and supports customer loyalty software that enables
its customers- retailers, transaction processors, product suppliers and card
issuing banks- to establish and administer incentive and loyalty programs that
are completely customizable to meet their unique needs. Our system functions in
both the in-store as well as internet (e-commerce) environments and works with
all methods of consumer payment- existing magnetic stripe credit or debit cards,
chip-cards, RFID, gift cards, or cash.
As previously disclosed in press releases, Form 8-K and 10-K filings, and its
2003 annual report, in February 2004, Target Corporation advised Catuity that
they intended to phase out the use of smart chip technology over the next twelve
months. As a result, the Company does not expect to record additional license
revenue from the smart Visa Rewards platform. We also anticipate that software
development and support services related to the smart Visa Rewards platform for
these two customers will decline for the remainder of 2004 and beyond.
OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
REVENUE
Total revenues for the three month period ended March 31 ("first quarter")
decreased $996,000, to $479,000 in 2004 compared to $1,475,000 in 2003. The
first quarter 2004 decrease was due to the recognition of $1,062,000 of license
revenue in the first quarter of 2003 from our software installation at Visa USA.
This amount had been included in deferred revenue on the Company's balance sheet
as of December 31, 2002 and was recognized as revenue in the first quarter of
2003 based on customer acceptance and the delivery of all elements essential to
the functionality of the software. Software development revenue decreased
$30,000, or 12% in the first quarter 2004 due to fewer billable development
projects compared to the same period in 2003. Service revenue increased $95,000,
or 62%, in the first quarter 2004 due to increased customer support and
consulting services in 2004 compared to the same period in 2003.
COST OF SOFTWARE DEVELOPMENT REVENUE
Cost of software development revenue primarily consists of salaries, employee
benefits, related expenses and office overhead for the portion of time spent by
our technical staff located in Sydney, Australia and our project managers and
business analysts located in Arlington, Virginia, who also work on software
development activities. Cost of software development decreased $158,000, or 66%,
in the first quarter of 2004 over the first quarter of 2003, and software
development revenue decreased by $30,000, or 12%, over the same period. Expenses
decreased due to lower use of outside contractors on customer development
projects in the first quarter of 2004 compared to the first quarter of 2003.
COST OF SERVICE REVENUE
Cost of service revenue primarily consists of salaries, employee benefits,
related expenses and office overhead for the customer implementation and support
staff in Arlington Virginia, for the portion of their time spent on service
related activities. Cost of service increased $61,000, or 63%, in the first
quarter of 2004 over the first quarter of 2003, and service revenue increased by
$95,000, or 62%, over the same period. The increase in expenses for the
three-month period corresponded with the increase in revenue.
SALES AND MARKETING
Sales and marketing expenses consist primarily of salaries, employee benefits,
travel, marketing, public relations and related overhead costs of the sales and
marketing department. Sales and marketing expenses decreased $103,000, or 30%,
in the first quarter of 2004 compared to the first quarter of 2003. The decrease
of $103,000 was principally due to reductions in staff size and lower overhead
allocations.
8
RESEARCH AND DEVELOPMENT
Research and Development expenses consist primarily of salaries, employee
benefits and overhead cost, incurred primarily by the technical staff in Sydney
Australia, for the portion of their time spent on furthering the development of
Catuity's software products. Research and development expenses increased
$120,000, or 64%, in the first quarter of 2004 compared to the first quarter of
2003. The increase of $120,000 was principally due to the technical team's focus
on research and development activities related to the next generation of our
loyalty software, and a 29% increase in the average exchange rate for the
Australian Dollar compared to the U.S. Dollar.
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist primarily of salaries, employee
benefits, related overhead costs and professional services fees. General and
administrative expenses increased $5,000, or 1%, in the first quarter of 2004
over the first quarter of 2003.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2004, the Company had approximately $5,259,000 in cash and cash
equivalents, a decrease of $510,000 from December 31, 2003. Net cash used in
operating activities was $496,000 for the three-month period ended March 31,
2004 compared with $892,000 for the three-month period ended March 31, 2003. The
cash used in the first three months of 2003 was higher, despite the period being
profitable, due to the significant reduction in deferred revenue.
Cash used in investing activities was $37,000 for the three-month period ended
March 31, 2004 compared with $94,000 for the three-month period ended March 31,
2003. The approximately $57,000 decrease was primarily due to development
testing software purchased in Sydney during the three month period ended March
31, 2003.
Cash provided by financing activities was $5,000 for the three-month period
ended March 31, 2004 and related to shares of common stock purchased by an
executive at fair market value under the Company's Executive Director Stock
Purchase Plan. Cash obtained from financing activities was $225,000 for the
three-month period ended March 31, 2003 and primarily related to cash received
from the private placement of 90,000 shares of common stock to Duncan P.F.
Mount, the Company's Chairman. The purchase of the shares in March 2003 by Mr.
Mount occurred following shareholder approval for his participation in the
November 2002 private placement the Company made with other accredited,
institutional investors.
The foreign currency effect on cash was a positive $18,000 during the
three-month period ended March 31, 2004 primarily due to the strengthening of
the Australian dollar against the U.S. dollar and higher cash balances held in
Australia during the period.
The Company believes that its existing capital resources are adequate to meet
its cash requirements for the next twelve months.
FORWARD LOOKING INFORMATION
The Management Discussion and Analysis of Financial Condition and Results of
Operations includes "forward-looking" statements within the meaning of the
Private Securities Litigation Act of 1995. This Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful cautionary statements identifying
important factors that could cause actual results to differ from the expected
results. All statements other than statements of historical fact made in this
Form 10-Q are forward looking. In some cases, they can be identified by
terminology such as "may," "will," "should," "expect," " plan," "anticipate,"
"believe," "estimate," "predict," "potential," or "continue," the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating these
statements, you should consider
9
various factors that may cause our actual results to differ materially from any
forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee our future results, levels of
activity, performance or achievement. Moreover, neither we nor any other person
assumes liability for the accuracy and completeness of the forward-looking
statements. Various factors may cause actual performance to differ from any of
the forward-looking statements contained in the Management Discussion and
Analysis of Financial Condition and Results of Operations. These include, but
are not limited to; changes in currency exchange rates from period to period,
inflation rates in the United States and Australia, recession, and other
external economic factors over which the Company has no control; the timing and
speed with which our major customers and prospects execute their plans for the
use of our loyalty software; the demand for, timing and market acceptance of
smart cards by card issuing banks and major retailers; continued development of
the Company's software products; competitive product and pricing pressures; use
of internally developed software applications; patent and other litigation
risks; the risk of key staff leaving the Company; the risk that major customers
of the Company's products reduce their requirements or terminate their
arrangements with the Company; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements are
made only as of the date hereof, and the Company undertakes no obligation to
update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to foreign currency exchange rate risk inherent in our expenses,
assets and liabilities that are denominated in the Australian dollar. To date,
we have not utilized any foreign currency hedging or other derivative
instruments to reduce exchange rate risk. We do not expect to employ these or
other strategies to hedge the risk in the foreseeable future.
As of March 31, 2004, and December 31, 2003 the Company's net current assets
(defined as current assets less current liabilities) subject to foreign currency
risk were $1,540,000 and $1,940,000. The potential decrease/(increase) in net
assets from a hypothetical 10% adverse change in quoted foreign currency
exchange rates would be approximately $154,000 and $194,000.
We are also exposed to interest rate risk on deposits of cash, which are
affected by changes in the general level of interest rates in the United States
and Australia. Since we generally invest in very short-term interest bearing
deposits, we do not believe we are subject to any material market risk exposure.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-15 of the Securities and
Exchange Act of 1934. The Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
its periodic SEC filings is recorded, processed and reported within the time
periods specified in the SEC's rules and forms. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
Except as otherwise discussed herein, subsequent to the date of evaluation,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls.
10
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibit Description
EX-31.1 Certification by Michael V. Howe, President and
Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
EX-31.2 Certification by John H. Lowry, Chief Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
EX-32 Certifications pursuant to pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during the three
month period ended March 31, 2004:
Item Reported Financial Statements Filed? Filing Date
Catuity informed of Smart Chip No 3-01-04
Technology Phase-Out by
Major Customer
11
SIGNATURES AND CERTIFICATIONS
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Michael V. Howe
-------------------
Michael V. Howe
President and Chief Executive Officer
By: /s/ John H. Lowry
-----------------
John H. Lowry
Chief Financial Officer
Date: May 11, 2004
12
EXHIBIT INDEX
Exhibit Description
- ------- -----------------------------------------------------------------
EX-31.1 Certification by Michael V. Howe, President and Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EX-31.2 Certification by John H. Lowry, Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
EX-32 Certifications pursuant to pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002