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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
( X ) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended September 30, 2002.
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File No: 000-30045
CATUITY INC.
(Exact Name of Registrant as specified in its charter)
Delaware 38-351882
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2711 E. Jefferson Avenue
Detroit, MI 48207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(313) 567-4348
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ( X ) No ( )
Indicate the number of shares outstanding of each issuer's classes of stock
as of the latest practical date:
Common stock outstanding - 8,070,338 shares as of October 31, 2002
INDEX
CATUITY INC.
PAGE
Part 1. Financial Information NO.
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - September 30, 2002 and December 31, 2001 3
Consolidated statements of operations - Three months ended 4
September 30, 2002 and 2001; Nine months ended
September 30, 2002 and 2001
Consolidated statements of cash flows - Nine months ended 5
September 30, 2002 and 2001
Notes to consolidated financial statements - September 30, 2002 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure of Market Risk 12
Item 4. Controls and Procedures 13
Part II. Other Information 14
Item 1 Legal Proceedings 14
Item 2 Changes In Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures and Certification 15
2
Part I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CATUITY INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------------------------------------
ASSETS (UNAUDITED)
Current Assets:
Cash and cash equivalents $2,451,922 $4,464,863
Accounts receivable, less allowance of $85,000 at 915,712 668,482
September 30, 2002 and $114,000 at December 31,
2001
Work in Process 4,989 208,823
Restricted cash 101,582 94,712
Prepaid expenses and other 323,614 218,416
------------------------------------------------
Total current assets 3,797,819 5,655,296
Property and equipment, net 227,435 215,197
------------------------------------------------
Total assets $4,025,254 $5,870,493
================================================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current Liabilities:
Accounts payable $291,450 $271,435
Deferred revenue 1,461,964 834,514
Accrued compensation 155,642 153,415
Other accrued expenses 237,795 620,500
Trust liability 82,349 78,745
------------------------------------------------
Total current liabilities 2,229,200 1,958,609
Accrued compensation 73,562 54,910
Stockholders' equity:
Common stock - $.001 par value 8,071 8,064
Authorized - 100 million shares
Issued and outstanding - 8,070,338 at
September 30, 2002 and 8,063,338 at
December 31, 2001
Additional paid-in capital 32,191,072 32,216,113
Shareholder loans (757,733) (757,733)
Foreign currency translation (332,236) (316,280)
Accumulated deficit (29,386,682) (27,293,190)
------------------------------------------------
Total stockholders' equity 1,722,492 3,856,974
------------------------------------------------
Total liabilities and stockholders' equity $4,025,254 $5,870,493
================================================
See accompanying notes.
3
CATUITY INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------------------------------------------------------
2002 2001 2002 2001
--------------------------------------------------------------------
Revenues:
Software development revenue $ 128,876 $ 449,425 $ 1,594,463 $ 558,653
Service revenue 410,811 37,176 816,136 248,078
License revenue 10,800 3,600 33,650 5,400
--------------------------------------------------------------------
Gross revenues 550,487 490,201 2,444,249 812,131
Operating costs and expenses:
Product development 347,584 301,740 1,007,878 854,162
Customer implementation & support 427,115 285,176 1,115,885 754,838
Sales and marketing 369,475 360,781 1,355,449 1,440,001
General and administrative 337,820 733,084 1,148,988 2,260,615
--------------------------------------------------------------------
Operating expenses before non-cash 1,481,994 1,680,781 4,628,200 5,309,616
variable stock compensation
--------------------------------------------------------------------
Operating loss before non-cash (931,507) (1,190,580) (2,183,951) (4,497,485)
variable stock compensation
--------------------------------------------------------------------
General and administrative -
Variable stock compensation (167,754) (305,874) (45,926) (801,671)
--------------------------------------------------------------------
Total operating expenses 1,314,240 1,374,907 4,582,274 4,507,945
--------------------------------------------------------------------
Operating loss (763,753) (884,706) (2,138,025) (3,695,814)
--------------------------------------------------------------------
Other income:
Interest income 13,048 52,385 44,533 232,667
--------------------------------------------------------------------
Total other income 13,048 52,385 44,533 232,667
--------------------------------------------------------------------
Loss before taxes (750,705) (832,321) (2,093,492) (3,463,147)
Provision for income taxes -- -- -- --
--------------------------------------------------------------------
Net Loss $ (750,705) $ (832,321) $(2,093,492) $(3,463,147)
====================================================================
Loss per share - basic & diluted
$ (0.09) $ (0.11) $ (0.26) $ (0.44)
Weighted average shares
Outstanding-basic & diluted 8,070,338 7,909,489 8,069,345 7,893,496
See accompanying notes.
4
CATUITY INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------
2002 2001
--------------------------
Cash flows from operating activities:
Net loss $(2,093,492) $(3,463,147)
Adjustments used to reconcile net loss to net cash
used in operating activities:
Stock based compensation (45,926) (801,671)
Depreciation and amortization 111,374 75,639
Non-cash services 19,200 69,800
Changes in assets and liabilities:
Accounts receivable (247,230) (149,024)
Other assets 91,766 (292,794)
Accounts payable 20,015 (197,227)
Deferred revenue 627,450 (33,398)
Accrued expenses and other liabilities (358,220) 438,436
--------------------------
Net cash used in operating activities (1,875,063) (4,353,386)
--------------------------
Cash flows from investing activities:
Purchase of property and equipment (123,613) (50,755)
--------------------------
Net cash used in investing activities (123,613) (50,755)
--------------------------
Cash flows from financing activities:
Issuance of common stock, net of expenses 1,691 60,241
--------------------------
Net cash provided by financing activities 1,691 60,241
--------------------------
Foreign exchange effect on cash (15,956) (70,237)
--------------------------
Net decrease in cash and cash equivalents (2,012,941) (4,414,137)
Cash and cash equivalents, beginning of period 4,464,863 8,558,843
--------------------------
Cash and cash equivalents, end of period $ 2,451,922 $ 4,144,706
==========================
5
CATUITY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Catuity Inc.
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2001.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
2. COMPREHENSIVE LOSS
Total comprehensive loss is summarized as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2002 2001 2002 2001
Net loss $ (750,705) $ (832,321) $(2,093,492) $(3,463,147)
Foreign currency
translation (27,543) 6,108 (15,956) (70,237)
----------- -----------------------------------------
Total comprehensive $ (778,248) $ (826,213) $(2,109,448) $(3,533,384)
loss =========== =========== ============ ============
6
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Catuity develops, licenses and supports customer loyalty software that enables
retailers, transaction processors, product suppliers and credit card issuing
banks to establish and administer customer incentive and loyalty programs that
are completely customizable to meet their unique needs. The Catuity system
functions in both the internet (e-commerce) and in-store environments using
existing magnetic stripe cards and/or smart cards.
For the nine month period ended September 30, the Company's revenue increased to
$2,444,000 in 2002 from $812,000 in 2001. Operating expenses, before non-cash,
variable stock compensation expense/(credit) decreased by approximately
$682,000, or 13%, principally due to lower legal expenses in 2002. As a result
of the significant increase in revenues combined with lower expenses, the
Company's year to date operating loss, before non-cash, variable stock
compensation expense/(credit), was reduced by approximately 51% to $2,184,000 in
2002 compared to $4,498,000 in 2001. The non-cash, variable stock compensation
expense/(credit) recorded in each period fluctuates in accordance with the
Company's stock price at each period end and is not directly related to
operations that occurred in the period. The Company's operating loss, including
non-cash, variable stock compensation/(credit), for the nine month period ended
September 30, was $2,138,000 in 2002 compared to $3,696,000 in 2001.
For the three month period ended September 30, the Company's revenues increased
to $550,000 in 2002 from $490,000 in 2001. Operating expenses before non-cash,
variable stock compensation expense/(credit), decreased by approximately
$199,000, or 12%, principally due to lower legal expenses. As a result, the
Company's operating loss for the third quarter, before non-cash, variable stock
compensation expense/(credit), improved approximately 22% to $932,000 in 2002
from $1,191,000 in 2001. Operating loss in the third quarter, including the
non-cash, variable stock compensation expense/(credit), was $764,000 in 2002
compared to $885,000 in 2001.
7
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
REVENUE
Approximately 75% of the Company's revenue for the three month period ended
September 30, 2002 resulted from fees for installation, training and support
services for customers. In the third quarter of 2001 over 90% of total revenue
came from software development efforts. Software development revenue represents
fees paid by customers to add to, customize, or integrate the Company's base
software product. The shift in revenue streams in 2002 from 2001 is indicative
of the current stage of implementation activities at some of the Company's
customers. The generation of services revenue naturally follows the generation
of software development revenue as the customer moves closer to implementation
and utilization of the Company's software. License revenue represents the third
stage of revenue generated from a customer and occurs once the customer is
utilizing the software in a production environment. The Company anticipates that
software development revenue may exceed service revenue from time to time in
future periods based on the significance and timing of customer requests for
software development efforts to meet their unique needs. The Company expects
that service revenue will represent the majority of its revenue in the fourth
quarter of 2002.
Revenue in the nine month period ended September 30, tripled to $2,444,000 in
2002 from $812,000 in 2001. All revenue during the nine month period ended
September 30, 2002 originated from U.S. customers. In the nine month period
ended September 30, 2001, approximately $767,000 or 94% of revenue was related
to work on behalf on U.S. customers, while Australian based service revenue was
$45,000 or 6%.
PRODUCT DEVELOPMENT
Product development expenses primarily consist of the costs associated with the
Company's software development team in Sydney, Australia. For the three month
period ended September 30, costs increased 15% to $347,000 in 2002 from $302,000
in 2001. The principal source of the increase relates to bonuses earned by
members of the development team in the third quarter for early delivery of
development work for a customer. The bonus expense of $35,000 was paid by the
customer and is also included in the Company's revenue for the quarter.
Excluding the bonus expense, costs in the third quarter of 2002 were only 4%
higher than in the same period in 2001.
For the nine month period ended September 30, costs increased 18% to $1,008,000
in 2002 from $854,000 in 2001. Excluding the customer paid bonus expense of
$92,000 in 2002 that did not occur in 2001, costs were 7% higher than in the
same period in 2001.
8
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
CUSTOMER IMPLEMENTATION AND SUPPORT
Customer implementation and support expenses consist of the costs associated
with the Company's customer implementation and support staff and facilities
located in Arlington, Virginia. For the three month period ended September 30,
costs increased 50% to $427,000 in 2002 from $285,000 in 2001. The increase in
cost was due to the need for additional staff to meet the increase in customer
implementation and support requirements.
For the nine month period ended September 30, costs increased 48% to $1,116,000
in 2002 from $755,000 in 2001. The principal reasons for the nine month increase
are consistent with the three month period increase.
SALES AND MARKETING
For the three month period ended September 30, sales and marketing costs
increased 2% from $361,000 in 2001 to $369,000 in 2002. Increased costs in
pre-sales support labor were offset by a reduction in travel and marketing
related costs.
Sales and marketing expenses decreased 6% from $1,440,000 in the nine month
period ended September 30, 2001 to $1,355,000 in 2002. The principal reasons for
the nine month period decrease are a reduction in travel and marketing related
costs in 2002.
GENERAL AND ADMINISTRATIVE
General and administrative expenses include costs related to executive,
financial and administrative personnel, outside professional services,
facilities and other general corporate overhead. Expenses for the three month
period ended September 30, 2002 were $338,000 compared to $733,000 in the same
period in 2001. The decrease of $395,000 (54%) is principally attributable to
reduced legal services related to the settlement of the Welcome Real Time
lawsuit, accounting for approximately 50% of the cost reduction. The additional
cost reductions were in the areas of investor relations, investment banking and
consulting work. In addition, salary related costs were lower in the third
quarter of 2002 due to a reduction in finance and administrative personnel in
Australia that occurred late in the third quarter of 2001.
For the nine month period ended September 30, general and administrative costs
decreased by approximately 50% from $2,261,000 in 2001 to $1,149,000 in 2002. In
2001 the Company recorded provisions for legal expense related to the Welcome
Real Time lawsuit, while in 2002, due to the successful settlement of the
lawsuit, the Company was able to recover certain costs.
9
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
The net change in cost between the periods for legal costs was approximately
$900,000, or 81% of the $1,112,000 total cost reduction in the period. The
additional $200,000 in cost reductions resulted principally from reductions in
travel and consulting costs in 2002.
STOCK COMPENSATION
Stock compensation is a non-cash expense/(credit) that results from non-recourse
loans in 1996 to a director and an officer in order to purchase common stock in
the Company. Other than a small reduction in the loan due to a partial repayment
in 1999, the loans have remained unchanged since they were initially made. The
non-recourse loans are treated as variable and variable accounting has been
adopted. The non-cash expense/(credit) recorded each period is based on the
period ending price of the Company's stock in order to adjust the cumulative
expense recognized by the Company for the loans based on the fair market price
per share. For the three month period ended September 30, 2002, a non-cash
credit of $168,000 was recorded due to downward movement in the Company's stock
price since June 30, 2002. In the same period in 2001, a credit of $306,000 was
recorded.
For the nine month period ended September 30, 2002 a credit of $46,000 was
recorded due to downward movement in the Company's stock price since December
31, 2001. In the same period in 2001, a credit of $802,000 was recorded.
OTHER INCOME
Interest income decreased by $39,000, from $52,000 for the three month period
ended September 30, 2001 to $13,000 in 2002. The decrease in interest income is
principally due to lower cash balances invested in interest bearing accounts in
2002.
Interest income decreased by $188,000 from $233,000 for the nine month period
ended September 30, 2001 to $45,000 in 2002. The principal reason for the nine
month decrease are consistent with the three month period decrease.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2002, the company had $2,452,000 in cash and cash
equivalents, compared to $4,465,000 at December 31, 2001. Based on the Company's
net cash used in operating activities year to date, the September 30, 2002
balance represents approximately twelve months of cash on hand.
10
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
Net cash used in operating activities was $1,875,000 for the nine month period
ended September 30, 2002 compared with $4,353,000 for the nine month period
ended September 30, 2001. The approximately $2,478,000 reduction in the use of
cash was primarily due to the Company's higher revenues in 2002 that reduced its
net loss and generated higher cash collections.
During the three month period ended September 30, 2002 the Australian dollar
weakened against the U.S. dollar. This resulted in a negative foreign currency
effect on cash of approximately $28,000.
During the nine month period ended September 30, 2002 the Australian dollar
strengthened against the U.S. dollar. Despite the overall strengthening, the
foreign currency effect on cash over the nine months is a negative $9,000 due to
higher cash balances having been held in Australia during the months that the
Australian dollar weakened against the U.S. dollar.
The Company believes that its existing capital resources, combined with
collected revenues from signed contracts, are adequate to meet its cash
requirements for the next twelve months.
11
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
FORWARD LOOKING INFORMATION
The Management Discussion and Analysis of Financial Condition and Results of
Operations includes "forward-looking" statements within the meaning of the
Private Securities Litigation Act of 1995. This Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful cautionary statements identifying
important factors that could cause actual results to differ from the expected
results. All statements other than statements of historical fact made in this
Form 10-Q are forward looking. In some cases, they can be identified by
terminology such as "may," "will," "should," "expect," " plan," "anticipate,"
"believe," "estimate," "predict," "potential," or "continue," the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors that may cause our actual
results to differ materially from any forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee our future results, levels of
activity, performance or achievement. Moreover, neither we nor any other person
assumes liability for the accuracy and completeness of the forward-looking
statements. Various factors may cause actual performance to differ from any of
the forward-looking statements contained in the Management Discussion and
Analysis of Financial Condition and Results of Operations. These include, but
are not limited to; currency exchange rates, inflation rates, recession, and
other external economic factors over which the Company has no control; the
timing and speed with which major customers and prospects execute their plans
for the use of loyalty, magnetic stripe, and/or smart cards; the demand for,
timing and market acceptance of, new and existing smart card products; continued
development of the Company's software products; competitive product and pricing
pressures; patent and other litigation risk, the risk of key staff leaving the
Company; as well as the risk that major customers of the Company's products,
including Visa, reduce their requirements of or terminate their arrangements
with the Company. We are under no duty to update any of the forward-looking
statements after the date of this filing to conform such statements to actual
results or to changes in our expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The Company is exposed to foreign currency exchange rate risk inherent in its
revenues, expenses, assets and liabilities denominated in the Australian dollar.
To date, the Company has not utilized any foreign currency hedging or other
derivative instruments to reduce
12
CATUITY INC.
exchange rate risk. The Company does not expect to employ these or other
strategies to hedge the risk in the foreseeable future.
As of September 30, 2002 and December 31, 2001 the Company's net current assets
(defined as current assets less current liabilities) subject to foreign currency
risk were $161,000 and $162,000. The potential decrease in net assets from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $16,000 at September 30, 2002 and December 31, 2001.
The Company is also exposed to interest rate risk on its investment portfolio,
which is affected by changes in the general level of interest rates in the
United States and Australia. Since the Company generally invests in very
short-term interest bearing deposits, it does not believe it is subject to any
material market risk exposure.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-15 of the Securities and
Exchange Act of 1934. The Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
its periodic SEC filings is recorded, processed and reported within the time
periods specified in the SEC's rules and forms. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the above evaluation including any corrective action with regard to significant
deficiencies and material weaknesses.
13
CATUITY INC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
None
14
CATUITY INC.
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 thereunto duly authorized.
By: /s/ Michael V. Howe
--------------------------------------
Michael V. Howe
President and Chief Executive Officer
By: /s/ John H. Lowry
-------------------------------------
John H. Lowry
Chief Financial Officer
Date: November 14, 2002
15
CATUITY INC.
CERTIFICATION
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael V. Howe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Catuity, Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
16
CATUITY INC.
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
By: /s/ Michael V. Howe
-------------------------------------
Michael V. Howe
President and Chief Executive Officer
Date: November 14, 2002
17
CATUITY INC.
CERTIFICATION
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Lowry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Catuity, Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
18
CATUITY INC.
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
By: /s/ John H. Lowry
-------------------------
John H. Lowry
Chief Financial Officer
Date: November 14, 2002
19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002