-----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, JlGXMJLyFBN7prIA9rzcggojVBxNBtyEEx+Ryqz2D28iR9Eal3fkkkzxIymeaE2y aIrPmaHz3PXRZ/YIEK4cqA== 0000950144-98-005123.txt : 19980427 0000950144-98-005123.hdr.sgml : 19980427 ACCESSION NUMBER: 0000950144-98-005123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980424 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980424 SROS: NYSE 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: SEC FILE NUMBER: 001-11008 FILM NUMBER: 98600986 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 8-K 1 CATALINA MARKETING FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 1998 Catalina Marketing Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11008 33-0499007 Commission File Number (IRS Employer Identification No.) 11300 9th Street North 33716 St. Petersburg, Florida (Zip code) (Address of principal executive offices) (813) 579-5000 Registrant's Telephone Number 2 Item 5. Other Events. On April 23, 1998 Catalina Marketing Corporation (the Company) issued a press release communicating its fiscal 1998 earnings, included in this report as Exhibit 99.5. 3
Item 7. Exhibits. --------- 99.5 Form of press release dated April 23, 1998.
4 SIGNATURE Pursuant to the requirements of Section 12 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. CATALINA MARKETING CORPORATION By /s/ Philip B. Livingston -------------------------------------- Philip B. Livingston, Senior Vice President and Chief Financial Officer Dated: April 24, 1998 EX-99.5 2 PRESS RELEASE 1 EXHIBIT 99.5 [LOGO] CATALINA MARKETING CORPORATION NEWS ================================================================================ FOR IMMEDIATE RELEASE CONTACT: Philip B. Livingston Senior Vice President and Chief Financial Officer 813-579-5006 Bruce Valentine Treasurer 813-579-5210 CATALINA MARKETING CORPORATION REPORTS FOURTH QUARTER AND FISCAL 1998 RESULTS ST. PETERSBURG, Florida, April 23, 1998 - Catalina Marketing Corporation (NYSE: POS) today announced that for the fourth quarter ended March 31, 1998, earnings per share increased 59 percent to 43 cents per share from 27 cents reported for the comparable period a year ago. The company's quarterly net income was $8.1 million on total revenue of $54.1 million, compared to net income of $5.4 million on revenue of $46.1 million in the March 1997 quarter. The company's fourth quarter revenue represented a 17 percent increase over the prior year's quarter. The earnings results for the year-ago quarter included a $2.0 million pre-tax charge, or six cents per share after tax, incurred in shutting down the company's electronic coupon clearing operation. The current quarter's earnings of 43 cents represents a 30 percent increase if such charge is excluded from the results of the March 1997 quarter. For the fiscal year ended March 31, 1998, total revenue increased 26 percent to $217.2 million versus $172.1 million reported for the prior year. Net income was $32.9 million compared to $27.2 million reported for the fiscal year ended March 31, 1997. Earnings per share were $1.73, a 30 percent increase over earnings per share of $1.33 posted for fiscal 1997. The $1.73 figure reflects an increase of 24 percent on a $1.39 earnings per share result, excluding the above-referenced charge in the fourth quarter of fiscal 1997. George W. Off, President and Chief Executive Officer, commented, "Fiscal 1998 was an excellent year, as we experienced continued robust growth in revenue, cash flow and earnings. The year's performance was characterized by solid top line growth in the core domestic business, continued advancement of our new venture initiatives, and a significant revenue contribution from our businesses abroad. We're proud of our accomplishments, and look forward to pursuing ongoing growth opportunities in fiscal 1999." Other highlights and key events included: - - For the fourth quarter and fiscal year, revenue contributed by the company's core domestic business increased eight and 17 percent, respectively, versus the applicable prior year periods. Revenue per average store in the 2 company's core domestic business increased five percent and 10 percent for the fourth quarter and fiscal 1998, respectively, versus the prior year. - - In the fourth quarter, consolidated operating cash flow, or EBITDA, increased 37 percent to $19.6 million from the comparable period a year ago. Fiscal 1998 EBITDA reached $76.6 million, up 25 percent over $61.3 million posted in fiscal 1997. Income from operations increased 54 percent to $13.1 million for the quarter, and grew 22 percent to $52.9 million for the fiscal year. - - From a pro forma perspective, EBITDA for the fourth quarter increased 25 percent from $15.7 million a year ago. EBITDA for fiscal 1998 topped $80 million, up 28 percent from a fiscal 1997 mark of $62.7 million. Operating income increased 25 percent from $10.5 million in the March, 1997 quarter. Operating income of $56.4 million for fiscal 1998 increased 24 percent from $45.3 million for fiscal 1997. The pro forma presentation of EBITDA and operating income in this paragraph excludes the effect of the company's shut-down of Mexican operations, which amounted to $3.6 million in pre-tax expenses incurred in the third quarter of fiscal 1998. The presentation also excludes the effect of the electronic coupon clearing shut-down expenses incurred in the fourth quarter of fiscal 1997. - - Net income for the quarter was up 49 percent over the fourth quarter a year ago, and for the fiscal year increased 21 percent from the fiscal 1997 level. Differences between the company's respective net income and earnings growth rates are primarily attributable to the company's share repurchase activity and related interest costs. - - During the fourth quarter, the company repurchased 225,000 shares of common stock for a total of $10.8 million, or a weighted average price of $48.07 per share. This share repurchase activity was executed under the $30 million share authorization announced in November, 1997. Since the start of fiscal 1995 and including the shares repurchased in the fourth quarter, the company has repurchased 2.8 million shares of common stock for a total of $80.8 million, or a weighted average price of $28.85. - - The company's U.S. installed store base broke the 11,000 milestone during the quarter and reached 11,164 by quarter end, as the company added 185 stores to the Catalina Marketing Network(R) on a net basis. In addition, the company announced during the quarter that more than 50 supermarket chains and wholesalers --including AWG, Foodtown, Gregerson's, Jewel, Kroger/Columbus, Laneco, Ralphs, ShopRite, Stop & Shop, and SuperValu -- have tapped the company's Loyalty Marketing Services capabilities for various frequent shopper services. Such services include loyalty card design and issuance functions, consumer maintenance, list appending and cleansing, data warehousing and reporting, and customer communications. Overseas, the company's installed base increased by 82 during the quarter to 1,372 stores, with virtually all of the installation activity occurring in the U.K. and France. 3 - - Health Resource Publishing Company ("HRPC") added 354 stores on a net basis during the quarter and finished with an installed base of 1,920 drugstore and supermarket pharmacy outlets in its Network. HRPC's Network is installed in more than 25 chains, including Dillon's, Discount Drug, Duane Reade, Fry's, King Soopers, Kroger, Meijer, Pathmark, Rite-Aid, Save Mart, Weis, and Winn-Dixie. During the quarter, HRPC announced the appointment of Helene Monat as Executive Vice President of Sales and Marketing. Ms. Monat was integral to the expansion of Catalina Marketing's core domestic business during the nine years in which she served in various sales and marketing positions, including as President of Catalina Marketing Services. Ms. Monat is currently a director of Catalina Marketing Corporation. - - SuperMarkets Online, Inc. ("SMO") made continued progress in the establishment of its ValuPageSM Internet-delivered coupon product. Currently, 30 manufacturing clients have committed to programs involving 115 categories, and consumers are able to benefit from an average of up to $25.00 in aggregate value per person each week. Consumers can access ValuPage directly at http://www.valupage.com or link to it through the ValuPage Network's three classes of partners: retailer web sites, manufacturer web sites, and other high traffic sites, including America Online, Excite and Switchboard. - - Net income for the quarter included pre-tax losses from domestic new business ventures of $1.3 million, or four cents per share after tax. In the comparable quarter a year ago, net income reflected pre-tax losses from domestic new business ventures of $4.9 million, or 15 cents per share on an after-tax basis. For the fiscal year, pre-tax losses from domestic new business ventures were $6.3 million, or 20 cents per share after tax, versus $13.0 million, or 39 cents per share after tax, for fiscal 1997. Based in St. Petersburg, Florida, Catalina Marketing Corporation provides a menu of in-store electronic marketing programs to over 150 consumer goods companies. The company's purchase-based, individually customized communications and promotions reach more than 143 million U.S. shoppers in over 11,000 supermarkets via the Catalina Marketing Network(R). The company consists of four business units: Catalina Marketing Services, which markets the company's core electronic marketing programs in the U.S.; Catalina Marketing International, which operates Network programs in the UK, France, and Japan; Health Resource Publishing Company, which delivers targeted incentives and advertising through customized newsletters to pharmacy customers based on prescription purchases; and SuperMarkets Online, Inc., a secure coupon vehicle which distributes ValuPageSM promotions via the World Wide Web. ### 4 CATALINA MARKETING CORPORATION Selected Financial Data (in thousands, except per share amounts)
- ----------------------------------------------------------------------------------------------------- Three Months Twelve Months Periods Ended March 31 1998 1997 1998 1997 ---- ---- ---- ---- Revenue $ 54,061 $ 46,054 $ 217,150 $ 172,143 Direct Operating Expenses 21,999 18,428 84,191 62,482 Selling, General and Administrative 12,486 13,372 56,364 48,379 Depreciation and Amortization 6,476 5,737 23,703 17,939 Income from Operations 13,100 8,517 52,892 43,343 Interest Income/(Expense) and Other 28 378 (963) 1,224 Minority Interest -- 182 -- 554 Provision for Income Taxes 5,001 3,631 19,058 17,880 Net Income $ 8,127 $ 5,446 $ 32,871 $ 27,241 Diluted: ------- Earnings Per Share $ 0.43 $ 0.27 $ 1.73 $ 1.33 Weighted Average Shares Outstanding 19,107 20,539 19,026 20,491 Basic: ----- Earnings Per Share $ 0.44 $ 0.28 $ 1.78 $ 1.39 Weighted Average Shares Outstanding 18,523 19,715 18,417 19,650 - -----------------------------------------------------------------------------------------------------
Selected Other Data
- ----------------------------------------------------------------------------------------------------- March 31 -------- 1998 1997 ---- ---- Balance Sheet and Cash Flow (in thousands): Cash $18,434 $13,698 Stockholders' Equity 90,042 96,938 Twelve Month EBITDA 76,595 61,282 Twelve Month EBITDA (Pro forma)* 80,090 62,712 U.S. Checkout Coupon Business: Number of Stores at Quarter End 11,164 10,745 Net Stores Installed During Quarter / YTD 185/419 4/979 Promotions Printed During Quarter / YTD (in millions) 543/2,564 581/2,310 Weekly Shopper Reach at Quarter End (in millions) 143 144 International Checkout Coupon Business: Number of Stores at Quarter End 1,372 941 Net Stores Installed During Quarter / YTD 82/431 104/383 Promotions Printed During Quarter / YTD (in millions) 76/412 62/230 Weekly Shopper Reach at Quarter End (in millions) 20 18 - -----------------------------------------------------------------------------------------------------
* Pro forma EBITDA for the year ended March 31, 1998 excludes $3.5 million in expense associated with the shutdown of Mexican operations during the quarter ended December 31, 1997. Comparably, pro forma EBITDA for the year ended March 31, 1997 excludes the effect of $1.4 million in expense ($2.0 million less $0.6 million in depreciation expense) incurred in shutting down the company's electronic coupon clearing operation during the fourth quarter of fiscal year 1997. -----END PRIVACY-ENHANCED MESSAGE-----