-----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, J8+OFB10lYSvF9Anmx+goDK90M59h8mtVr8yNvlREvMGDrEtAWaOwOSYQxfIFxzL NROnfJv+3H1eMofHp3bmdg== 0000931763-01-501487.txt : 20010815 0000931763-01-501487.hdr.sgml : 20010815 ACCESSION NUMBER: 0000931763-01-501487 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 1713373 BUSINESS ADDRESS: STREET 1: 11300 9TH ST NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 8135795000 MAIL ADDRESS: STREET 1: 11300 9TH STREET NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716-2329 10-Q 1 d10q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2001 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From __________to _________ Commission File Number 1-11008 CATALINA MARKETING CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 33-0499007 - --------------------------------------- ----------------------------- (State of Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) 200 Carillon Parkway St. Petersburg, Florida 33716 - --------------------------------------- ----------------------------- (Address of Principal (ZIP Code) Executive Offices) (727) 579-5000 -------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ At July 31, 2001, Registrant had outstanding 55,969,256 shares of Common Stock. CATALINA MARKETING CORPORATION INDEX
Page ---- Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Statements of Income for the three month periods ended June 30, 2001 and 2000 3 Condensed Consolidated Balance Sheets at June 30, 2001 and March 31, 2001 4 Condensed Consolidated Statements of Cash Flows for the three month periods ended June 30, 2001 and 2000 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosure About Market Risk 12 Part II. Other Information 13 Signatures 15
2 CATALINA MARKETING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (unaudited)
Three Months Ended June 30, ---------------------------------- 2001 2000 -------------- --------------- Revenues $94,424 $93,944 Costs and Expenses: Direct operating expenses 41,190 39,256 Selling, general and administrative 26,702 25,224 Depreciation and amortization 10,706 10,277 -------------- --------------- Total costs and expenses 78,598 74,757 -------------- --------------- Income From Operations 15,826 19,187 Interest Expense, Net and Other (1,083) (662) -------------- --------------- Income Before Income Taxes and Minority Interest 14,743 18,525 Income Taxes (5,382) (7,043) Minority Interest in Losses of Subsidiaries 9 260 -------------- --------------- Net Income 9,370 11,742 Proforma Addback: Goodwill Amortization (Note 5) - 628 -------------- --------------- Proforma Net Income $ 9,370 $12,370 Diluted: - -------- Net Income Per Common Share $ 0.16 $ 0.20 Proforma Addback: Goodwill Amortization - 0.02 -------------- --------------- Proforma Net Income per Common Share $ 0.16 $ 0.22 Weighted Average Common Shares Outstanding 57,868 57,480 Basic: - ------ Net Income Per Common Share $ 0.17 $ 0.21 Proforma Addback: Goodwill Amortization - 0.01 -------------- --------------- Proforma Net Income per Common Share $ 0.17 $ 0.22 Weighted Average Common Shares Outstanding 56,491 55,380
The accompanying Notes are an integral part of these consolidated financial statements. 3 CATALINA MARKETING CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) (unaudited)
June 30, March 31, 2001 2001 ------------------- ------------------ ASSETS Current Assets: Cash and cash equivalents $ 3,385 $ 7,280 Accounts receivable, net 64,200 72,996 Inventory 5,744 5,222 Deferred tax asset 7,128 7,893 Prepaid expenses and other current assets 23,680 24,637 ------------------- ------------------ Total current assets 104,137 118,028 ------------------- ------------------ Property and Equipment: Property and equipment 297,888 292,954 Accumulated depreciation and amortization (168,007) (162,529) ------------------- ------------------ Property and equipment, net 129,881 130,425 ------------------- ------------------ Purchased intangible assets, net 132,426 135,643 Other assets 4,872 3,952 ------------------- ------------------ Total Assets $ 371,316 $ 388,048 =================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 18,606 $ 18,437 Accrued expenses 37,425 57,585 Taxes payable 2,121 4,259 Deferred revenue 30,637 32,924 Short term borrowings 11,223 15,219 ------------------- ------------------ Total current liabilities 100,012 128,424 ------------------- ------------------ Deferred tax liability 9,499 8,968 Minority interest 290 295 Long term debt 37,140 38,764 ------------------- ------------------ Commitments and Contingencies Stockholders' Equity: Preferred stock; $0.01 par value; 5,000,000 authorized shares; none issued and outstanding - - Common stock; $0.01 par value; 150,000,000 authorized shares and 55,936,579 and 55,548,864 shares issued and outstanding at June 30, 2001 and March 31, 2001, respectively 559 555 Paid-in capital 17,697 14,441 Accumulated other comprehensive loss (902) (1,050) Retained earnings 207,021 197,651 ------------------- ------------------ Total stockholders' equity 224,375 211,597 ------------------- ------------------ Total Liabilities and Stockholders' Equity $ 371,316 $ 388,048 =================== ==================
The accompanying Notes are an integral part of these consolidated financial statements. 4 CATALINA MARKETING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited)
Three Months Ended June 30, ---------------------------------- 2001 2000 -------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,370 $ 11,742 Adjustments to reconcile net income to net cash provided by operating activities: Minority interest (9) (260) Depreciation and amortization 10,706 10,277 Tax benefit from exercise of non-qualified options and disqualified dispositions 5,794 2,042 Other (60) (3,080) Changes in operating assets and liabilities (901) (835) -------------- --------------- Net cash provided by operating activities 24,900 19,886 -------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net (11,452) (12,969) Purchase of investments, net of cash acquired (12,280) (25,673) -------------- --------------- Net cash used in investing activities (23,732) (38,642) -------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt obligations 14,988 19,414 Principal payments on debt obligations (18,421) (6,265) Proceeds from issuance of common and subsidiary stock 13,128 5,050 Repurchase of Company common stock (15,143) - -------------- --------------- Net cash (used in) provided by financing activities (5,448) 18,199 -------------- --------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (4,280) (557) Effect of exchange rate changes on cash and cash equivalents 385 (511) CASH AND CASH EQUIVALENTS, at end of prior period 7,280 13,765 -------------- --------------- CASH AND CASH EQUIVALENTS, at end of current period $ 3,385 $ 12,697 ============== ===============
The accompanying Notes are an integral part of these consolidated financial statements. 5 CATALINA MARKETING CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Condensed Consolidated Financial Statements: In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2001 and March 31, 2001, and the results of operations and cash flows for the three month periods ended June 30, 2001 and 2000. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. The first quarter balances and results of the majority and wholly-owned foreign subsidiaries are included as of March 31, 2001 and December 31, 2000 and for the three month periods ended March 31, 2001 and 2000, respectively. All material intercompany profits, transactions and balances have been eliminated. These financial statements, including the condensed consolidated balance sheet as of March 31, 2001, which have been derived from audited financial statements, are presented in accordance with the requirements of Form 10-Q and consequently may not include all disclosures normally required by generally accepted accounting principles or those normally made in the Company's Annual Report on Form 10-K. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001. Note 2. Net Income Per Common Share: The following is a reconciliation of the denominator of basic earnings per share (EPS) to the denominator of diluted EPS (in thousands):
Three months ended June 30, ------------------------- 2001 2000 ------------------------- Basic weighted average common shares outstanding 56,491 55,380 Dilutive effect of options outstanding 1,377 2,100 ------------------------- Diluted weighted average common shares outstanding 57,868 57,480
Options to purchase 1,102,620 shares of common stock at exercise prices ranging from $35.00 to $36.82 per share at June 30, 2001, and 1,437,768 shares at exercise prices ranging from $32.73 to $35.63 per share at June 30, 2000 were not included in the computation of diluted EPS because their exercise prices were greater than the average market price of common stock. 6 Note 3. Comprehensive Income (in thousands):
Three months ended June 30, ------------------------- 2001 2000 ------ ------- Net income $9,370 $11,742 Other comprehensive income, net of tax: Currency translation adjustment 148 (311) -------------------------- Comprehensive Income $9,518 $11,431
Note 4. Segment Information: The Company has aggregated its operating units and product lines into a single reporting segment called Targeted Marketing Services. The Company's results of operations do not include revenue from internal sources in the amounts of $4,717,000 and $1,617,000 during the quarters ended June 30, 2001 and 2000, respectively. Revenue from internal sources is wholly eliminated in the presentation of consolidated results. Note 5. Effect of SFAS No.142 Goodwill and Other Intangible Assets: In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for goodwill and other intangibles. SFAS No. 142 is required for financial statements relating to fiscal years beginning after December 15, 2001. As permitted, the Company has chosen to early adopt SFAS No. 142 as of April 1, 2001. In addition, proforma amounts have been presented on the face of the statements of income as if SFAS No. 142 had been implemented as of April 1, 2000. Goodwill will no longer be amortized but instead will be subject to impairment tests at least annually. Impairment is defined as a fair market value less than the carrying value of the asset on the financial statements. SFAS No. 142 requires that the Company test all goodwill for impairment by September 30, 2001. As of June 30, 2001, the Company is not reporting any impairment of goodwill and does not expect to report any impairment of goodwill after such tests are performed. 7 Purchased intangible assets, net, include (dollars in thousands):
Weighted Avg. Useful Life June 30, March 31, (in years) 2001 2001 ----------- --------- --------- Patent license and retailer relationships in the United Kingdom 20 $ 12,691 $ 12,691 Accumulated amortization (3,173) (3,014) Purchased patents 14.6 26,806 26,550 Accumulated amortization (2,646) (2,071) -------- -------- Net identifiable intangible assets 33,678 34,156 Goodwill, net 98,748 101,487 -------- -------- Intangible assets, net $132,426 $135,643 ======== ========
The decrease in goodwill during the first quarter fiscal 2002 is primarily a result of adjustments made to previously recorded acquisitions. The Company did not acquire or write-off any goodwill during the first quarter fiscal 2002. Amortization for identifiable intangible assets was approximately $734,000 in the first quarter fiscal 2002. Estimated amortization of identifiable intangible assets is as follows as of June 30, 2001 (in thousands):
Retailer Relationships Purchased Fiscal Year in United Kingdom Patents - ------------- ---------------------- --------- 2002 $635 $2,200 2003 635 2,199 2004 635 2,197 2005 635 2,194 2006 635 2,184
Note 6. Effect of SFAS No. 141 In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No. 141"). SFAS No. 141 requires that all business combinations after June 30, 2001 be accounted for by using the purchase method of accounting. The implementation of SFAS No. 141 as of June 30, 2001, did not have any effect on the Company's financial statements. 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations: Fiscal 2002 Compared to Fiscal 2001 The Company's revenues for the first quarter of fiscal 2002 increased 0.5%, compared with the same period in fiscal 2001. The growth was a result of increased revenues at Health Services Marketing ("HSM") of approximately 98%, while domestic core business revenues declined approximately 8% due to decreased promotions printed. In the US, the Catalina Marketing Network was in 15,635 stores on June 30, 2001, which reach 193 million shoppers each week as compared to 14,352 stores reaching 182 million shoppers each week on June 30, 2000 and 15,475 stores reaching 185 million shoppers each week on March 31, 2001. The Health Resource Network was in 14,442 pharmacies on June 30, 2001 as compared to 6,793 pharmacies on June 30, 2000 and 12,578 pharmacies on March 31, 2001. Outside the US, the Catalina Marketing Network was in 2,767 stores on June 30, 2001, reaching 32 million shoppers each week, as compared to 2,623 stores reaching 34 million shoppers each week on June 30, 2000 and 2,617 stores reaching 30 million shoppers each week on March 31, 2001. In the first quarter of fiscal 2002 the Company installed its Catalina Marketing Network in 160 stores in the US, net of deinstallations, as compared to 836 stores in the comparable fiscal 2001 period. Deinstallation activity occurs primarily through the consolidation of retail chains and store closures made by retailers in the ordinary course of business. The Company also installed its Health Resource Network in 1,864 pharmacies in the first quarter of fiscal 2002, net of deinstallations, as compared to 122 stores in the comparable fiscal 2001 period. Outside the US, the Company installed 150 stores in the first quarter of fiscal 2002, net of deinstallations, as compared to 36 stores in the comparable fiscal 2001 period. Direct operating expenses consist of retailer fees, paper, sales commissions, loyalty and direct marketing expenses, provision for doubtful accounts, the expenses of operating and maintaining the Catalina Marketing and Health Resource Network, primarily expenses relating to operations personnel and service offices, and the direct expenses associated with operating the outdoor media business in a majority-owned subsidiary in Asia. Direct operating expenses increased in absolute terms to $41.2 million for the first quarter of fiscal 2002 from $39.3 million in the comparable period of fiscal 2001. Direct operating expenses in the first quarter of fiscal 2002 as a percentage of revenues increased to 43.6% from 41.8% in the comparable period of fiscal 2001. This increase in fiscal 2002 is due to a rise in the Company's retailer fees associated with a change in Health Marketing Services contract provisions, and the direct marketing program of Market Logic, which by its historical nature, has had a higher material cost component of direct costs as a function of revenue than the Company's other core product line services. These increases have been offset by the reduced costs associated with the Company's sales commissions and paper and toner expenses. 9 Selling, general and administrative expenses include personnel-related costs of selling and administrative staff, overhead and new product development expenses. Selling, general and administrative expenses for the first quarter of fiscal 2002 were $26.7 million, compared to $25.2 million for the comparable period of fiscal 2001, an increase of 5.9% or $1.5 million. As a percentage of revenues, selling, general and administrative expenses increased 1.4% in the first quarter of fiscal 2002, to 28.3% from 26.9% for the comparable period of fiscal 2001. This increase is primarily attributable to an expanded sales force in the core business. This increase is mitigated by the decreases in compensation, new business development, and legal expenses. Depreciation increased to $10.0 million for the first quarter of fiscal 2002 from $9.3 million for the comparable period in fiscal 2001. Depreciation increased due to the investment in capital expenditures, during the current and prior periods, associated with new operating units and product lines, data processing equipment and the increase in stores installed. Amortization expense decreased due to the change in accounting principle under SFAS No. 142 (see Note 5), to $0.7 million in the first quarter of fiscal 2002 from $1.0 million in the comparable period in fiscal year 2001. Interest expense, net and other increased to $1.1 million net expense for the first quarter of fiscal 2002 from $0.7 million net expense for the comparable period in fiscal 2001. This increase in net expense is primarily attributable to unfavorable exchange rates between the U.S. and European currencies as of the quarter ended June 30, 2001 as compared to June 30, 2000. The provision for income taxes decreased to $5.4 million, or 36.5% of income before income taxes and minority interest, for the first quarter of fiscal 2002, compared to $7.0 million, or 38.0% of income before income taxes and minority interest, for the same period in fiscal 2001. The rate decrease is primarily due to the change in accounting principle under SFAS No. 142 where the Company's earnings before income tax increased while tax expense remained constant(see Note 5). The Company's effective tax rate is higher than the federal statutory income tax rate due to state and foreign income taxes and the effect of various nondeductible expenses. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No. 141"). SFAS No. 141 requires that all business combinations after June 30, 2001 be accounted for by using the purchase method of accounting. The implementation of SFAS No. 141 as of June 30, 2001, did not have any effect on the Company's financial statements. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for goodwill and other intangibles. SFAS No. 142 is required for financial statements relating to fiscal years beginning after December 15, 2001. As permitted, the Company has chosen to early adopt SFAS No. 142 as of April 1, 2001. In addition, proforma amounts have been presented on the face of the statements of income as if SFAS No. 142 had been implemented as of April 1, 2000. 10 Goodwill will no longer be amortized but instead will be subject to impairment tests at least annually. Impairment is defined as a fair market value less than the carrying value of the asset on the financial statements. SFAS No. 142 requires that the Company test all goodwill for impairment by September 30, 2001. As of June 30, 2001, the Company is not reporting any impairment of goodwill and does not expect to report any impairment of goodwill after such tests are performed. The reduction of goodwill amortization due to the adoption of SFAS No. 142 in the first quarter fiscal 2002 increased net income by approximately $1.0 million or $.02 diluted earnings per share. Pro forma impact on first quarter fiscal 2001 resulted in an increase in net income of approximately $0.6 million or $.02 diluted earnings per share. Proforma SFAS No. 142 effect on results of operations for fiscal year 2001:
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total Year -------------- --------------- --------------- --------------- --------------- Net Income $11,742 $15,063 $16,825 $14,505 $58,135 Addback: Goodwill Amortization 628 894 977 1,043 3,542 -------------- --------------- --------------- ---------------------------------- Adjusted Net Income $12,370 $15,957 $17,802 $15,548 $61,677 Diluted: Net Income Per Common Share $ 0.20 $ 0.26 $ 0.29 $ 0.25 $ 1.00 Addback: Goodwill Amortization 0.02 0.01 0.01 0.02 0.06 -------------- --------------- --------------- ---------------------------------- Adjusted net Income per Common Share $ 0.22 $ 0.27 $ 0.30 $ 0.27 $ 1.06 Weighted Average Common Shares Outstanding 57,480 58,348 58,377 57,584 57,919 Basic: Net Income Per Common Share $ 0.21 $ 0.27 $ 0.30 $ 0.26 $ 1.04 Addback: Goodwill Amortization 0.01 0.02 0.02 0.02 0.07 -------------- --------------- --------------- ---------------------------------- Adjusted Net Income per Common Share $ 0.22 $ 0.29 $ 0.32 $ 0.28 $ 1.11 Weighted Average Common Shares Outstanding 55,380 55,786 55,955 55,936 55,767
Liquidity and Capital Resources The Company's primary capital expenditures are store equipment and third party store installation costs, as well as data processing equipment for the Company's central data processing facilities. Total store equipment and third party store installation costs typically range from $3,000 to $13,000 per store. During the first quarters of fiscal 2002 and 2001, the Company made capital expenditures of $11.5 million and $13.0 million, respectively. The pace of installations varies depending on the timing of contracts entered into with retailers and the scheduling of store installations by mutual agreement. Earnout payments of approximately $12.3 million were made during the first quarter of fiscal 2002 per the terms of the Market Logic purchase agreement. These payments, which were accrued as of March 31, 2001, are accounted for as an increase in goodwill. 11 The Company made an earnout payment of approximately $1.0 million during the first quarter of fiscal 2002 relating to the previous acquisition of the Compuscan patents. This payment, which was accrued as of March 31, 2001, is accounted for as an increase in patents. During the first quarter fiscal 2002 the Company repurchased 516,100 shares of its common stock for a total of $15.1 million. As of June 30, 2001, $14.9 million was still available under the October 25, 1999 authorization. Subsequent to the first quarter fiscal 2002, on July 26, 2001, the Board of Directors approved an additional $60.1 million for the repurchase of the Company's common stock. As of July 26, 2001, the Company was authorized to make total share repurchases of $75.0 million. The Company believes working capital generated by operations along with existing credit facilities is sufficient for its overall capital requirements. Other Forward Looking Statements The statements in this Form 10-Q may be forward looking, and actual results may differ materially. Statements not based on historical 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 manufacturers for the issuance of certain product coupons, 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 success of new services and businesses and the pace of their implementation, and the Company's ability to maintain favorable client relationships. Item 3. Quantitative and Qualitative Disclosure About Market Risk Not Applicable 12 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K. a. Exhibits Exhibit - ------- No. Description of Document --- ----------------------- *3.3 -- Restated Certificate of Incorporation **3.3.1 -- Certificate of Amendment of Certificate of Incorporation, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1997 **3.3.2 -- Certificate of Designation, Preferences and Rights setting forth the terms of the Company's Series X Junior Participating Preferred Stock, par value $.01 per share, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1997 *3.4 -- Restated Bylaws **10.4 -- Amended and Restated 1989 Stock Option Plan, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1994 **10.4.1 -- Second Amended and Restated 1989 Stock Option Plan, a copy of which is attached as an exhibit to the Company's Report on Form 10Q for the quarter ended June 30, 1997 **10.4.2 -- Third Amended and Restated 1989 Stock Option Plan, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1999 *10.12 -- Form of Director and Officer Indemnification Agreement **10.18 -- Lease Agreement dated as of June 30, 1993 by and between QP One Corporation, a Minnesota corporation, as landlord, and Registrant, as tenant, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1994 **10.18.1 -- First Amendment dated as of December 20, 1993, to the Lease Agreement dated as of June 30, 1993, by and between QP One Corporation, a Minnesota corporation, as landlord, and Registrant, as tenant, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1994 **10.21 -- 1992 Director Stock Grant Plan, as amended on July 23, 1996, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1997 **10.22 -- Employee Payroll Deduction Stock Purchase Plan, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1995 **10.24 -- Lease Agreement dated as of September 5, 1996 by and between Interior Design Services, Inc., a Florida corporation, as landlord, and Registrant, as tenant, a copy of which is attached as an exhibit to the Company's Annual Report on Form 10-K for the year ended March 31, 1997 **10.25 -- Stockholder Protection Agreement, dated May 8, 1997, between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights agent, a copy of which is attached as an exhibit to the Company's Current Report on Form 8-K filed on May 8, 1997 13 Exhibit - ------- No. Description of Document --- ----------------------- **10.26 -- Credit Agreement dated as of September 30, 1997, by and between the Registrant and NationsBank, National Association, as agent and lender, and the other lenders party thereto, a copy of which is attached as an exhibit to the Company's Report on Form 10Q for the quarter ended September 30, 1997 **10.26.1 -- First amendment dated as of August 12, 1998, to the Credit Agreement dated as of September 30, 1997, by and between the Registrant and NationsBank, National Association, as agent and lender, and other lenders party thereto, a copy of which is attached as an exhibit to the Company's Report on Form 10Q for the quarter ended September 30, 1998 **10.26.2 -- Second Amendment dated as of February 19, 1999, to the Credit Agreement dated as of September 30, 1997, by and between the Registrant and Nationsbank, National Association, as agent and lender, and the other lenders party thereto, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 1999 **10.27 -- 1999 Stock Option Plan, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended June 30, 1999 **10.28 -- Lease Agreement dated as of October 21, 1999 by and between First Security Bank, National Association, as the owner trustee under Dolphin Realty Trust 1999-1, as lessor, and Catalina Marketing Sales Corporation, as lessee, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 1999 **10.29 -- Participation Agreement dated as of October 21, 1999 among Catalina Marketing Sales Corporation, as lessee; the Registrant, as guarantor; First Security Bank, National Association, as the owner trustee under Dolphin Realty Trust 1999-1, as lessor and borrower; the various banks and other lending institutions and First Union National Bank, as the agent for the lenders, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 1999 **10.30 -- Purchase and Sale Agreement dated as of October 21, 1999 by and among 200 Carillon, LLC, as seller, Echelon International Corporation, as developer, and Catalina Marketing Sales Corporation, as buyer, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 1999 **10.31 -- Credit Agreement dated as of September 25, 2000, by and between the Registrant and Bank One, NA, as agent and lender, and the other lenders party thereto, a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 2000. **10.32 -- Amendment No. 1 To Certain Operative Agreements dated as September 15, 2000, by and between First Security Bank, National Association, as the owner trustee under Dolphin Realty Trust 1999-1, as lessor, and Catalina Marketing Sales Corporation, as lessee a copy of which is attached as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 2000. 15 Acknowledgment Letter 99 Review Report of Independent Certified Public Accountants b. Reports of Form 8-K None 14 CATALINA MARKETING CORPORATION SIGNATURES 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, Registrant's principal financial officer, thereunto duly authorized. August 14, 2001 CATALINA MARKETING CORPORATION ------------------------------ (Registrant) /s/ Joseph P. Port ----------------------------- Joseph P. Port Senior Vice President and Chief Financial Officer (Authorized officer of Registrant and principal financial officer) 15 EX-15 3 dex15.txt ACKNOWLEDGMENT LETTER EXHIBIT 15 Catalina Marketing Corporation 200 Carillon Parkway St. Petersburg, Florida 33716 August 10, 2001 Ladies and Gentlemen: We are aware that Catalina Marketing Corporation has incorporated by reference in its Registration Statement Nos. 33-46793, 33-77100, 33-82456, 333-07525, 333- 13335 and 333-86905, its Form 10-Q for the quarter ended June 30, 2001, which includes our report dated July 18, 2001, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the Act), that report is not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, Arthur Andersen LLP EX-99 4 dex99.txt REVIEW REPORT OF PUBLIC ACCOUNTANTS EXHIBIT 99 Review Report Of Independent Certified Public Accountants To Catalina Marketing Corporation: We have reviewed the accompanying condensed consolidated balance sheet of Catalina Marketing Corporation (a Delaware corporation) and subsidiaries as of June 30, 2001, and the related condensed consolidated statements of income and cash flows for the three-month periods ended June 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Catalina Marketing Corporation and subsidiaries as of March 31, 2001, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein), and, in our report dated April 19, 2001, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2001, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Arthur Andersen LLP Tampa, Florida, July 18, 2001 -----END PRIVACY-ENHANCED MESSAGE-----