SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 16, 2005
(SEPTEMBER 1, 2005)
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone number,
executive offices) including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
.........Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b), under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c), under the
Exchange Act (17 CFR 240.13e-4(c))
On September 7, 2005, Catuity, Inc. ("Catuity") filed a Current Report on Form
8-K to report the completion of its acquisition of Loyalty Magic Pty. Ltd. On
November 14, 2005 Catuity filed an amendment to the September 7, 2005 Current
Report on Form 8-K to include required financial information. This Amendment is
filed to provide additional financial information regarding the acquisition.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The following financial statements are filed as a part of this
Amendment as Exhibit 13.3.
Audited Financial Statements of Loyalty Magic Pty. Ltd. for the
twelve month period ended June 30, 2005.
Balance Sheets
Statements of Operations
Notes to Consolidated Financial Statements
Statement of Cash Flows
(b) Pro Forma Financial Information.
The following pro forma financial information is filed as a part of this
Amendment:
Pro Forma Unaudited Consolidated Balance Sheet as of June 30, 2005.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2005
The following unaudited pro forma consolidated Balance Sheet has been derived
from historical financial statements of Catuity, Inc, ("Catuity") and Loyalty
Magic Pty. Ltd. ("Loyalty Magic"), adjusted to give pro forma effect to the
acquisition of Loyalty Magic by Catuity (the "Transaction") at June 30, 2005.
Catuity completed its acquisition of Loyalty Magic on September 1, 2005, has
previously filed a Current Report on Form 8-K concerning such transaction on
September 7, 2005, and filed an amended Current Report on Form 8-K/A on November
14, 2005.
The unaudited pro forma consolidated Balance Sheet as of June 30, 2005 is
presented for informational purposes only and does not purport to represent what
our results would actually have been had the Transaction occurred at such time
or to project our results of operations for any future period or date.
The pro forma adjustments are based upon available information and various
assumptions that we believe are reasonable. The pro forma adjustments and
certain assumptions are described in the accompanying notes. The acquisition of
Loyalty Magic has been accounted for using the purchase method of accounting.
Allocations of the purchase prices have been determined based upon information
presently available and are subject to change. The final allocations of the
purchase price and the amounts included in the unaudited pro forma financial
statement could differ significantly.
LOYALTY
CATUITY AND LOYALTY MAGIC MAGIC CATUITY COMBINED
PRO FORMA BALANCE SHEET IN USD IN USD PRO-FORMA IN USD
JUNE 30, 2005 6/30/05 6/30/05 ADJ. NOTES 6/30/05
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CURRENT ASSETS
Cash and cash equivalents 33,106 1,003,717 3,492,006 1 4,528,829
Accounts Receivable less allowance 651,631 14,251 665,882
Restricted Cash 0 110,615 110,615
Investments 3 0 3
Prepaid expenses and other 5,800 64,954 70,754
TOTAL CURRENT ASSETS 690,540 1,193,537 3,492,006 5,376,083
NON-CURRENT ASSETS
Property and equipment, net 111,503 121,131 232,634
Capital Leasing, net 56,812 0 56,812
Other assets 1,351 274,864 276,215
Web Development 53,353 0 (53,353) 2 0
New Platform 159,389 0 (159,389) 3 0
Goodwill 0 0 2,705,338 4 2,705,338
Other Intangibles, Net 1,752,890 5 1,752,890
TOTAL NON-CURRENT ASSETS 382,409 395,995 4,245,486 5,023,890
TOTAL ASSETS 1,072,949 1,589,532 7,737,492 10,399,973
CURRENT LIABILITIES
Accounts Payable 128,502 212,254 340,756
Accrued compensation 113,005 103,921 216,926
Other accrued expenses 116,267 126,638 242,905
Trust liability 0 86,782 86,782
TOTAL CURRENT LIABILITIES 357,774 529,595 0 887,369
NON-CURRENT LIABILITIES
Capital Leasing Liability 51,677 0 51,677
TOTAL NON-CURRENT LIABILITIES 51,677 0 0 51,677
TOTAL LIABILITIES 409,451 529,595 0 939,046
EQUITY & RESERVES
Common Stock 2,056,965 778 (2,055,660) 6 2,083
Additional Paid in Capital 0 36,707,811 8,956,428 7 45,664,239
Shareholder Loans 0 (185,155) (185,155)
Foreign Currency Translation 0 68,709 68,709
Retained Earnings (1,393,467) (35,532,206) 836,724 (36,088,949)
Current Years Earnings 0 0
OWNERS EQUITY 663,498 1,059,937 7,737,492 9,460,927
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TOTAL LIABILITIES & OWNERS EQUITY 1,072,949 1,589,532 7,737,492 10,399,973
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Notes:
1. The adjustment to cash to reflect the additional cash remaining due to the
capital raises after the purchase of Loyalty Magic.
2. The elimination of the Loyalty Magic intangible item Web development.
3. The elimination of the Loyalty Magic intangible item New platform
4. The amount of goodwill resulting from the Loyalty Magic acquisition.
5. The net amount of identifiable intangibles resulting from the Loyalty
Magic acquisition.
6. The elimination of the Loyalty Magic common stock and the addition of the
Catuity common stock issued in the acquisition and associated capital
raise.
7. The additional paid in capital resulting from the Loyalty Magic
acquisition and associated capital raise.
(d) Exhibits
13.3 Audited Financial Statements of Loyalty Magic Pty. Ltd. for the
twelve month period ending June 30, 2005.
SIGNATURE
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.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
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John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: December 16, 2005
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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13.3 Audited Financial Statements of Loyalty Magic Pty. Ltd. for
the twelve month period ending June 30, 2005