CATALINA MARKETING CORP/DE
8-K, 1998-07-20
ADVERTISING AGENCIES
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<PAGE>   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): July 16, 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





<PAGE>   2



Item 5.           Other Events.

                  On July 16, 1998 Catalina Marketing Corporation (the Company)
           issued a press release communicating its first quarter fiscal 1999
           earnings, included in this report as Exhibit 99.6.


<PAGE>   3




<TABLE>
<CAPTION>
Item 7.           Exhibits.

<S>               <C>       <C>  
                  99.6      Form of press release dated July 16, 1998.
</TABLE>



<PAGE>   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:      July 20, 1998


<PAGE>   1
                                                                    EXHIBIT 99.6


[LOGO]
CATALINA
MARKETING
CORPORATION                                                                NEWS

================================================================================

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 FIRST QUARTER RESULTS



ST. PETERSBURG, Florida, July 16, 1998 - Catalina Marketing Corporation (NYSE:
POS) today announced that for the first quarter ended June 30, 1998, earnings
per share increased to 35 cents from 30 cents reported for the comparable period
a year ago. The company's quarterly net income was $6.7 million on total revenue
of $56.8 million, compared to net income of $5.6 million on revenue of $46.7
million in the June, 1997 quarter. The company's first quarter revenue increased
22 percent over the prior year's quarter.

George W. Off, Chief Executive Officer, commented, "The quarter was in line with
our expectations. Growth in our core domestic business and stronger
international performance were key factors driving incremental profit for the
period."

Other highlights for the quarter included the following:

- -        Total revenue in the core domestic business increased 17 percent over
         the year-ago level as average revenue per store grew by 11 percent
         relative to the June, 1997 quarter.

- -        Earnings before interest, taxes, depreciation and amortization
         ("EBITDA") increased 14 percent to $18.0 million from $15.7 million for
         the year-ago quarter, and grew 27 percent to $82.3 million (on a pro
         forma basis) for the trailing twelve month period ended June 30, 1998.

- -        During the quarter the company increased its core domestic installed
         base by 268 stores on a net basis, resulting in a total installed base
         of 11,432 stores. Internationally, the company's installed base
         increased by 84 outlets to 1,456 stores due to expansion in the
         company's UK and France businesses.

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<PAGE>   2

- -        Health Resource Publishing Company added 336 stores on a net basis,
         finishing the quarter with an installed base of 2,256 pharmacy outlets.
         Installation activity under the company's Rite-Aid contract was a key
         factor propelling the company across the 2,000-store mark.

- -        With over 1,000,000 visitors per month, SuperMarkets Online, Inc.
         continued to build upon its position as a leader in Internet consumer
         packaged goods promotions. Over 40 packaged goods manufacturers are now
         participating in ValuPage programs involving 114 product categories.
         ValuPage offers can now be accepted in over 7,000 supermarkets within
         the Catalina Marketing Network(R). Consisting of customized shopping
         lists of offers that consumers can access through www.valupage.com,
         ValuPage provides packaged goods manufacturers with a secure Internet
         coupon solution that leverages the in-store, scanner-based Catalina
         Marketing Network.

- -        On July 13 the company announced it had acquired Market Logic, Inc., a
         marketing firm specializing in the development and fulfillment of
         sophisticated, customized direct marketing programs for retailers. In
         reference to the acquisition, Daniel D. Granger, President and Chief
         Operating Officer, commented, "By joining the Catalina team, Market
         Logic will enhance our offerings of loyalty marketing services and
         expand our ability to help retailers with frequent shopper programs."

- -        Net income for the quarter included pre-tax losses from domestic new
         business ventures of $1.6 million, or five cents per share after tax.
         Such losses were flat compared to the June, 1997 quarter.

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 150 million U.S. shoppers in over 11,400 supermarkets
via the Catalina Marketing Network(R). The company's businesses include 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 promotions via the World Wide
Web.



                                     - 2 -
<PAGE>   3



                         CATALINA MARKETING CORPORATION
                             Selected Financial Data
                    (in thousands, except per share amounts)

- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        THREE MONTHS
  PERIODS ENDED JUNE 30                              1998          1997

  <S>                                             <C>            <C>     
         Revenue                                  $ 56,834       $ 46,659

         Direct Operating Expenses                  23,550         18,033

         Selling, General and Administrative        15,305         12,896

         Depreciation and Amortization               6,404          5,691

         Income from Operations                     11,575         10,039

         Interest Income/(Expense) and Other           (28)          (393)

         Provision for Income Taxes                  4,809          4,009

         Net Income                               $  6,738       $  5,637

         DILUTED:

         Earnings Per Share                       $   0.35       $   0.30

         Weighted Average Shares Outstanding        19,033         19,072


         BASIC:

         Earnings Per Share                       $   0.36       $   0.31

         Weighted Average Shares Outstanding        18,530         18,330
</TABLE>

- -------------------------------------------------------------------------------

                               Selected Other Data

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   JUNE 30,
                                                               1998       1997
<S>                                                          <C>        <C>    
BALANCE SHEET AND CASH FLOW (IN THOUSANDS):

       Cash                                                  $24,674    $ 3,017

       Stockholders' Equity                                   97,705     65,510

       Twelve Month EBITDA                                    78,844     63,175

       Twelve Month EBITDA (Pro forma)*                       82,339     64,605


U.S. CHECKOUT COUPON BUSINESS:

        Number of Stores at Quarter End                       11,432     10,832

        Net Stores Installed During Quarter                      268         87

        Promotions Printed During Quarter (in millions)          607        597

        Weekly Shopper Reach at Quarter End (in millions)        153        147

INTERNATIONAL CHECKOUT COUPON BUSINESS:

        Number of Stores at Quarter End                        1,456      1,057

        Net Stores Installed During Quarter                       84        116

        Promotions Printed During Quarter (in millions)           91        106

        Weekly Shopper Reach at Quarter End (in millions)         23         20
</TABLE>


*  Pro forma EBITDA for the twelve months ended June 30, 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
   twelve months ended June 30, 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.





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