-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LfmgyXSGGnqOsi4M1uGWPT0td3chDSoWcdyEUGnSPbC7d7iSKi3XEXJPvx0G3Uu/ FjZk1xHCN31V3E6PmlyOOg== 0000891092-04-000259.txt : 20040123 0000891092-04-000259.hdr.sgml : 20040123 20040123160940 ACCESSION NUMBER: 0000891092-04-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030123 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 04540844 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 8-K 1 e16666_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 22, 2004 Commission File Number: 1-11008 CATALINA MARKETING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 33-0499007 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 200 Carillon Parkway, St. Petersburg, Florida 33716-2325 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (727) 579-5000 Item 7. Financial Statements and Exhibits (c) Exhibit 99.1 - Press Release Item 12. Disclosure of Results of Operations and Financial Condition The following disclosure is being furnished pursuant to Item 12, Disclosure of Results of Operations and Financial Condition, of Form 8-K. On January 22, 2004, Catalina Marketing Corporation issued a press release announcing certain financial and operating metrics for the three-month and nine-month periods ended December 31, 2003. The press release is attached hereto as Exhibit 99.1 and is being furnished, and not filed or incorporated by reference into any other statement or report of the Company, under Item 12 to this Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant's behalf. January 23, 2004 CATALINA MARKETING CORPORATION ------------------------------ (Registrant) /s/ Christopher W. Wolf -------------------------------------- Christopher W. Wolf Executive Vice President and Chief Financial Officer (Authorized officer of Registrant and principal financial officer) Exhibit Index Exhibit Number Description - -------------- --------------------------------------------------- 99.1 Press Release EX-99.1 3 e16666ex99_1.txt PRESS RELEASE Exhibit 99.1 Catalina Marketing Announces Unaudited Financial And Operating Metrics INVESTORS: CATALINA CAN GIVE NO ASSURANCE THAT THE FINANCIAL INFORMATION CONTAINED HEREIN WILL NOT BE SUBJECT TO FURTHER ADJUSTMENT. ALL FINANCIAL INFORMATION CONTAINED HEREIN IS UNAUDITED. THE AUDITS, WHICH ARE IN A PRELIMINARY STAGE, MAY ALSO RESULT IN CHANGES TO SUCH FINANCIAL INFORMATION. ST. PETERSBURG, Fla., Jan. 22, 2004 /PRNewswire/ -- Catalina Marketing Corporation (NYSE: POS) today announced unaudited financial and operating metrics for its third fiscal quarter ended December 31, 2003, and fiscal year to date, with comparisons to prior periods. As previously announced, the company is undergoing re-audits of its fiscal 2002 and 2001 financial statements and has not yet completed the audit for fiscal 2003. Due to the status of these audits, the company has delayed the filing of its annual report on Form 10-K for fiscal 2003, ended March 31, 2003, as well as its quarterly reports on Form 10-Q for the first and second quarters of fiscal 2004, ended June 30, 2003 and September 30, 2003, respectively. Since the audits are not yet complete, Catalina will file a notification of late filing with the Securities and Exchange Commission, under Rule 12b-25, to delay the filing of its quarterly report on Form 10-Q, for the third quarter of fiscal 2004, ended December 31, 2003. In lieu of being able to provide financial information in the ordinary course, the company is announcing certain unaudited financial and operating metrics for the first three quarters of fiscal 2004, with comparisons to prior periods. All financial and operating information contained herein is unaudited, and as such, the company can give no assurance that the financial information contained herein will not be subject to adjustment. The company intends to publish similar information on a quarterly basis until it is able to return to its standard reporting practices. FINANCIAL METRICS For the third quarter of fiscal 2004, ended December 31, 2003, Catalina Marketing's cash flow from operations was $32.0 million, a 34% increase from $23.8 million in the same period of the prior fiscal year. Capital expenditures for the third quarter totaled $5.2 million, a decrease from the prior year period's expenditures of $9.9 million. The company's total debt at the end of the fiscal third quarter 2004 totaled $65.3 million, compared to $73.5 million at the end of the prior quarter. During the third quarter of fiscal 2004, the company paid down the $11.0 million balance outstanding on its domestic credit facility at the end of the second quarter of fiscal 2004. The total debt at December 31, 2003 includes the company's obligation for its corporate headquarters facility in St. Petersburg, Florida of $29.6 million due to the adoption of Financial Accounting Standards Board Interpretation No. 46, "Consolidation of Variable Interest Entities," which became effective for the company in the second quarter of fiscal 2004. The company's Japanese operation's debt balance at the end of the third quarter of fiscal 2004 totaled $35.8 million, compared to a balance of $32.9 million at the end of the second quarter of fiscal 2004. Approximately $2.2 million of the $2.9 million increase in Japanese debt was attributable to currency fluctuation. Cash balances at the end of the third quarter of fiscal 2004 were $25.4 million, compared to $9.2 million at the end of the second quarter. The company's cash flow from operations for the nine months ended December 31, 2003 was $85.7 million, a 14% increase from the comparable prior year nine-month cash flow of $75.1 million. Capital expenditures for the first nine months of fiscal 2004 totaled $20.8 million, compared to $24.0 million for the same nine-month period of the prior year. As of December 31, 2003, the company's cash balance increased to $25.4 million from $1.3 million at March 31, 2003. OPERATING METRICS The company's installed store base in its core domestic business increased to 17,582 as of December 31, 2003, compared to 17,333 stores at December 31, 2002. During the nine months ended December 31, 2003, the company had net installations of 84 stores. The core domestic business printed 783 million promotions during the fiscal 2004 third quarter and 2.3 billion promotions for the nine months ended December 31, 2003, reaching more than 211 million consumers. In the third quarter and nine months ended December 31, 2002, the core domestic business printed 883 million and over 2.4 billion promotions, respectively, reaching 212 million consumers. The decreased level of promotional activity, in both the third quarter and the fiscal year 2004, was primarily related to decreases in spending by certain consumer product manufacturers within cycles and categories. Catalina Marketing Europe's installed store base grew to 4,420 stores at December 31, 2003 compared to its total installed store base of 3,551 at December 31, 2002. The company completed installations in 471 stores on a net basis for the nine months ended December 31, 2003. The store base in Catalina Marketing Japan more than doubled to 1,125 stores at December 31, 2003 from 518 stores at December 31, 2002. Catalina Marketing International printed 230 million promotions during the third quarter of fiscal 2004 and 620 million promotions for the nine months ended December 31, 2003, reaching more than 65 million shoppers. In the third quarter and nine months ended December 31, 2002, Catalina Marketing International printed 156 million and 364 million promotions, respectively, reaching more than 47 million shoppers. The Catalina Health Resource (CHR) installed store base of 15,813 as of December 31, 2003, represents a net increase of 671 stores for the nine-month period, excluding the previously disclosed deinstallation of approximately 2,685 Eckerd stores at the beginning of fiscal 2004. CHR had a total installed store base of 15,813 pharmacies as of December 31, 2003, compared to 17,686 pharmacies at December 31, 2002. UNAUDITED OPERATING AND FINANCIAL METRICS - CATALINA CAN GIVE NO ASSURANCE THAT THE FINANCIAL INFORMATION CONTAINED HEREIN WILL NOT BE SUBJECT TO FURTHER ADJUSTMENT. ALL FINANCIAL INFORMATION CONTAINED HEREIN IS UNAUDITED. THE AUDITS, WHICH ARE IN A PRELIMINARY STAGE, MAY ALSO RESULT IN CHANGES TO SUCH FINANCIAL INFORMATION. (in millions, except store counts) FY04 --------------------------------------------- Q1 Q2 Q3 YTD CASH $8.7 $9.2 $25.4 $25.4 TOTAL DEBT $51.0 **$73.5 **$65.3 **$65.3 CASH FLOW FROM OPERATIONS $16.5 $37.2 $32.0 $85.7 CAPITAL EXPENDITURES $8.8 $6.8 $5.2 $20.8 STORES Domestic 17,569 17,581 17,582 17,582 Europe 4,135 4,255 4,420 4,420 Japan 941 1,003 1,125 1,125 CHR 15,262 15,338 15,813 15,813 PROMOTIONS Domestic 648 819 783 2,250 International 212 178 230 620 SHOPPER REACH Domestic 215 209 211 211 International 59 60 65 65 FY03 --------------------------------------------- Q1 Q2 Q3 YTD CASH $7.3 $5.2 $6.8 $6.8 TOTAL DEBT $38.0 $36.6 $55.9 $55.9 CASH FLOW FROM OPERATIONS $22.5 $28.9 $23.7 $75.1 CAPITAL EXPENDITURES $4.1 $10.0 $9.9 $24.0 STORES Domestic 16,480 16,726 17,333 17,333 Europe 3,115 3,291 3,551 3,551 Japan 504 507 518 518 CHR 17,687 17,624 17,686 17,686 PROMOTIONS Domestic 736 794 883 2,413 International 113 95 156 364 SHOPPER REACH Domestic 210 202 212 212 International 38 40 47 47 ** Total debt for the second and third quarters of fiscal 2004, includes the consolidation of the $29.6 million synthetic lease related to the company's corporate headquarters facility. Based in St. Petersburg, Fla., Catalina Marketing Corporation (www.catalinamarketing.com) provides a wide range of behavior-based marketing services for manufacturers and retailers. These behavior-based marketing services are provided by interrelated operating groups that strive to influence the purchase behavior of consumers wherever and whenever they make purchase decisions. Through these operating groups, Catalina Marketing Corporation is able to reach consumers internationally and domestically -- in- store, using incentives, loyalty programs and advertising messages, and at- home, through direct mail and sampling. Personally identifiable data that may be collected from the company's targeted marketing programs, as well as its research programs, is never sold or given to any outside party without the express permission of the consumer. Certain statements in the preceding paragraphs are forward looking, and actual results may differ materially. Statements not based on historic facts involve risks and uncertainties, including, but not limited to, the changing market for promotional activities, especially as it relates to policies and programs of packaged goods and pharmaceutical manufacturers for the issuance of certain product coupons and other promotions, the effect of economic and competitive conditions and seasonal variations, actual promotional activities and programs with the company's customers, the pace of installation of the company's store network, the policies and programs of the company's retail partners, the success of new services and businesses and the pace of their implementation, and the company's ability to maintain favorable client relationships. SOURCE Catalina Marketing Corporation -0- 01/22/2003 /CONTACT: Investors, Christopher W. Wolf, Executive Vice President and Chief Financial Officer, +1-727-579-5218, or Joanne Freiberger, Vice President, Finance, +1-727-579-5116, or Media, Susan Gear, Executive Director, Marketing, +1-727-579-5452, all of Catalina Marketing/ /Web site: http://www.catalinamarketing.com/ (POS) CO: Catalina Marketing Corporation ST: Florida IN: ADV SU: -----END PRIVACY-ENHANCED MESSAGE-----