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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 March 31, 2003.
( ) 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 38-3518829
(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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ( ) No ( X )
Indicate the number of shares outstanding of each of the issuer's
classes of stock as of the latest practical date: Common stock outstanding -
8,633,555 shares as of April 15, 2003
CATUITY INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets- March 31, 2003 and December 31, 2002 3
Consolidated statements of operations - Three months ended March 31, 2003 and 2002 4
Consolidated statements of cash flows -- Three months ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Qualitative and Quantitative Disclosure about Market Risk 10
Item 4. Controls And Procedures 10
PART II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES AND CERTIFICATIONS 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CATUITY INC.
CONSOLIDATED BALANCE SHEETS
-----------------------------------------
MARCH 31, DECEMBER 31,
2003 2002
ASSETS (Unaudited)
------
Current Assets:
Cash and cash equivalents $2,894,883 $3,611,447
Accounts receivable, less allowance of $52,000 at 106,450 377,218
March 31, 2003 and $54,000 at December 31, 2002
Restricted cash 113,750 106,568
Work in process 216,043 2,407
Prepaid expenses and other 248,807 294,195
-----------------------------------------
Total current assets 3,579,933 4,391,835
Property and equipment, net 236,817 200,417
-----------------------------------------
Total assets $3,816,750 $4,592,252
=========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $62,137 $302,714
Deferred revenue 646,311 1,811,926
Accrued compensation 146,012 146,143
Other accrued expenses 215,477 168,417
Trust liability 87,482 85,492
------------------------------------------
Total current liabilities 1,157,419 2,514,692
Accrued compensation 86,967 79,359
Shareholders' equity:
Common stock - $.001 par value; Authorized - 100 8,634 8,531
million shares: issued and outstanding -
8,633,555 at March 31, 2003 and 8,530,610 at
December 31, 2002 - -
Preferred stock - $.001 par value Authorized - 10
million shares
Additional paid-in capital 33,356,854 33,131,863
Shareholder loans (757,733) (757,733)
Foreign currency translation adjustment (277,736) (322,115)
Accumulated deficit (29,757,655) (30,062,345)
-----------------------------------------
Total shareholders' equity 2,572,364 1,998,201
-----------------------------------------
Total liabilities and shareholders' equity $3,816,750 $4,592,252
=========================================
See accompanying notes.
3
CATUITY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------------------------
2003 2002
-----------------------------------------
Revenues:
Software development revenue $ 248,405 $ 720,569
Service revenue 154,337 244,757
License revenue 1,072,425 10,800
-----------------------------------------
Total revenues 1,475,167 976,126
Cost of revenue and other operating expenses:
Cost of software development 203,671 412,550
Cost of service 132,253 138,225
Sales and marketing 337,007 540,844
Research and development 186,417 -
General and administrative 328,816 318,122
General and administrative -- variable stock
compensation (non-cash) - (63,019)
-----------------------------------------
Total costs and expenses 1,188,164 1,346,722
-----------------------------------------
Operating income/ (loss) 287,003 (370,596)
Interest income 17,687 15,128
-----------------------------------------
Net income/ (loss) $ 304,690 $ (355,468)
=================== =====================
Net income/ (loss) per share - basic and diluted $ 0.04 $ (0.04)
=================== =====================
Weighted average shares outstanding-basic & diluted 8,566,498 8,068,271
=================== =====================
See accompanying notes.
4
CATUITY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended
March 31,
---------------------------------
2003 2002
---------------------------------
Cash flows from operating activities:
Net income/(loss) $304,690 $(355,468)
Adjustments used to reconcile net income/(loss) to net cash used
in operating activities:
General and Administrative variable stock compensation - (63,019)
(non-cash)
Depreciation and amortization 57,613 42,965
Non-cash services - 19,200
Changes in assets and liabilities:
Accounts receivable 270,768 154,439
Other assets, net (175,430) (139,197)
Deferred revenue (1,165,615) (159,514)
Accounts payable (240,577) (31,529)
Accrued expenses and other liabilities 56,527 (92,243)
---------------------------------
Net cash used in operating activities (892,024) (624,366)
---------------------------------
Cash flows from investing activities:
Purchase of property and equipment (94,013) (52,641)
---------------------------------
Net cash used in investing activities (94,013) (52,641)
---------------------------------
Cash flows from financing activities:
Issuance of common stock, net of expenses 225,094 -
---------------------------------
Net cash provided by financing activities 225,094 -
---------------------------------
Foreign exchange effect on cash 44,379 (3,181)
---------------------------------
Net decrease in cash and cash equivalents (716,564) (680,188)
Cash and cash equivalents, beginning of period 3,611,447 4,464,863
---------------------------------
Cash and cash equivalents, end of period $2,894,883 $3,784,675
=================================
See accompanying notes.
5
CATUITY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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 annual
financial statements and notes. The balance sheet at December 31, 2002 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. In the opinion
of management, all adjustments (consisting of normal recurring items) considered
necessary for a fair presentation have been included. Operating results,
including license revenue, for the three month period ended March 31, 2003 are
not necessarily indicative of the results that may be expected for any
subsequent quarter or for the entire year ended December 31, 2003.
The accompanying interim, condensed, consolidated financial statements should be
read in conjunction the consolidated financial statements and footnotes included
in the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 2002.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
2. COMPREHENSIVE INCOME/ (LOSS)
Comprehensive income/(loss) is summarized as follows:
THREE MONTHS ENDED
MARCH 31,
---------------------------------------------
2003 2002
-------------------- ---------------------
Net income/(loss) $304,690 $(355,468)
Foreign currency translation 44,379 (3,635)
-------------------- ---------------------
Total comprehensive income/(loss) $349,069 $(359,103)
======== ==========
3. STOCK BASED COMPENSATION
The Company accounts for stock-based awards issued to employees under the
intrinsic value method in accordance with Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and has adopted
the disclosure-only alternative of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
Had compensation costs for stock-based awards issued to employees been
determined consistent with SFAS No. 123, the Company's net income/(loss) and
net income/(loss) per share would have been reported as follows:
6
THREE MONTHS ENDED MARCH 31,
-----------------------------------------
2003 2002
---- ----
Net income/ (loss) as reported $304,690 $(355,468)
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards (109,752) (173,152)
--------------- ---------------
Pro forma net income/ (loss) $194,938 $(528,620)
=============== ===============
Net income/(loss) per share: basic and diluted- $0.04 ($0.04)
as reported
=============== ===============
Pro forma basic and diluted income/ (loss) per
share $0.02 ($0.07)
=============== ===============
4. INCOME TAXES
The Company utilized net operating loss carryforwards with a previously recorded
deferred tax asset valuation allowance during the quarter ended March 31, 2003.
As such, the Company did not have income tax expense on its' income of $304,690.
5. SHAREHOLDERS' EQUITY
At a special meeting of the shareholders on March 26, 2003 the Company's
shareholders approved the sale of 90,000 common shares and 30,000 warrant shares
to Boom Australia Pty. Ltd. ("Boom"), the family trust of Mr. Duncan P.F. Mount,
Chairman of the Company. The aggregate offering price was $327,375 AUD ($197,000
USD), which is net of a 3% placement fee paid to the investor. These shares were
exempt from registration based on selling to an accredited investor, lack of
public solicitation, and an aggregate offering price of under $5,000,000 as
required under Section 4(6) of the Securities Act of 1933. The 30,000 warrant
shares expire in November 2004 and have an exercise price of $4.20 AUD ($2.25
USD).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
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.
The Company achieved its first quarter of profitability during the three month
period ended March 31, 2003. Net income for the three month period ended March
31, 2003 was approximately $305,000 compared to a loss of $355,000 during the
same period in 2002. First quarter 2003 profitability was primarily attributable
to the recognition of license revenue, which totaled approximately $1,072,000
from its license agreement with Visa.
The Company anticipates uneven license revenue recognition between fiscal
quarters until its base of license fee paying customers is expanded. While the
Company expects to recognize license revenue in the three month period ending
June 30, 2003, it is expected to be at a lesser level than in the first quarter
of 2003.
7
The Company previously expressed that it expected to be profitable for 2003.
Despite achieving profitability in the first quarter, the Company has recently
seen a slowdown in its customers' and prospects' information technology
investment decision-making. As a result, the Company now anticipates lower
revenue in the second half of 2003 than originally expected. Although the
Company still expects significant revenue growth over 2002, and expects
operating expenses before non-cash, variable stock compensation expense/credits
to be held at, or below, 2002 levels, the Company now anticipates that it will
incur a loss for the full year. License revenue continues to be extremely
difficult to forecast because it is directly tied to the plans and timetables
that are solely under the control of the Company's customers and key prospects.
OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
REVENUE
Total revenues in the three month period ended March 31 increased to $1,475,000
in 2003 from $976,000 in 2002, representing an increase of 51%. The increase was
due to the recognition of $1,072,000 of license revenue. In addition, $248,000
or 17% of total revenue related to software development activities and $154,000
related to service revenues for post-installation support, training and
maintenance. All revenue during the three month periods ended March 31, 2003 and
March 31, 2002 originated from U.S. customers.
COST OF SOFTWARE DEVELOPMENT REVENUE
Direct cost of software development revenue primarily consists of salaries,
employee benefits, related expenses and overhead for the technical staff located
in Sydney Australia and project managers in Arlington Virginia, for the portion
of their time spent on software development activities. Direct cost of software
development decreased $209,000 or 51%, to $204,000 for the three month period
ended March 31, 2003 from $413,000 for the three month period ended March 31,
2002, primarily due to the decrease in software development revenue in 2003.
COST OF SERVICE REVENUE
Direct cost of service revenue primarily consists of salaries, employee
benefits, related expenses and overhead for the customer implementation and
support staff in Arlington Virginia, for the portion of their time spent on
service related activities. The cost of service revenue for the three months
ended March 31, 2003 was unchanged from the same period in 2002.
SALES AND MARKETING
Sales and marketing expenses consist primarily of salaries, employee benefits,
travel, marketing, public relations and related overhead costs of the sales and
marketing department. Sales and marketing expenses decreased $204,000, or 38%,
to $337,000 for the three month period ended March 31, 2003 from $541,000 for
the three month period ended March 31, 2002. The decrease was principally due to
reductions in staff size, travel, and marketing related costs.
RESEARCH AND DEVELOPMENT
Research and Development expenses consist primarily of salaries, employee
benefits and overhead cost, incurred primarily by the technical staff in Sydney
Australia, for the portion of their time spent on research and development
activities. Research and Development expenses were $186,000 for the three month
period ended March 31, 2003. Efforts during this period were focused on the
development of the new release of the Catuity System completed at the end of the
first quarter 2003. There were no research and development expenses incurred for
the three month period ended March 31, 2002, due to the technical team's focus
on software development activities during that period.
8
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist primarily of salaries, employee
benefits, related overhead costs and professional services fees. General and
administrative expenses remained essentially flat as they increased $11,000, or
3%, to $329,000 for the three month period ended March 31, 2003 from $318,000
for the three month period ended March 31, 2002.
GENERAL AND ADMINISTRATIVE - VARIABLE STOCK COMPENSATION (NON-CASH)
General and administrative - variable stock compensation expense/(credits) are
due to the Company's 1995 and 1996 non-recourse loans to a former director to
acquire stock and are non-cash. During the three month period ended March 31,
2002, credits of $63,000 were recorded due to the decline in our stock price
relative to the price on December 31, 2001. During the three month period ended
March 31, 2003, no expense/(credit) was recorded as the Company's stock price
was the same at December 31, 2002 and March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had $2,895,000 in cash and cash equivalents, a
decrease of $716,000 from December 31, 2002.
Net cash used in operating activities was $892,000 for the three month period
ended March 31, 2003 compared with $624,000 for the three month period ended
March 31, 2002. The approximately $268,000 increase in net cash used was
primarily due to the reduction of software development and service revenues.
Cash used in investing activities was $94,000 for the three month period ended
March 31, 2003 compared with $53,000 for the three month period ended March 31,
2002. The approximately $41,000 increase was primarily due to purchased
software, and the replacement of servers in the Company's offices in Arlington
and Sydney.
Cash obtained from financing activities was $225,000 for the three month period
ended March 31, 2003 and primarily related to cash received from the private
placement of 90,000 shares of common stock to Boom Australia Pty. Ltd.
The foreign currency effect on cash was a positive $44,000 during the three
month period ended March 31, 2003 primarily due to the strengthening of the
Australian dollar against the U.S. dollar and higher cash balances having been
held in Australia during the period.
The Company believes that its existing capital resources and cash flows from
operations are adequate to meet its cash requirements for the next twelve
months.
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.
9
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 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 work requirements 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
expenses, assets and liabilities that are denominated in the Australian dollar.
To date, the Company has not utilized any foreign currency hedging or other
derivative instruments to reduce exchange rate risk. The Company does not expect
to employ these or other strategies to hedge the risk in the foreseeable future.
As of March 31, 2003 and December 31, 2002 the Company's net current assets
(defined as current assets less current liabilities) subject to foreign currency
risk were $551,000 and $753,000. The potential decrease in net assets from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $55,100 and $75,600.
The Company is also exposed to interest rate risk on its deposits of cash, 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
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.
Except as otherwise discussed herein, subsequent to the date of evaluation,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls.
10
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
At a special meeting of the shareholders on March 26, 2003 the Company's
shareholders approved the sale of 90,000 common shares and 30,000 warrant shares
to Boom Australia Pty. Ltd. ("Boom"), the family trust of Mr. Duncan P.F. Mount,
Chairman of the Company. The aggregate offering price was $327,375 AUD ($197,000
USD), which is net of a 3% placement fee paid to the investor. These shares were
exempt from registration based on selling to an accredited investor, lack of
public solicitation, and an aggregate offering price of under $5,000,000 as
required under Section 4(6) of the Securities Act of 1933. The 30,000 warrant
shares expire in November 2004 and have an exercise price of $4.20 AUD ($2.25
USD). The proceeds were added to the Company's general working funds to be used
for general operating purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 26, 2003, Catuity held a special meeting of shareholders at which time
the shareholders approved the sale of common stock to the Company's Chairman,
Mr. Duncan P.F. Mount. The shareholders also approved amendments to, and an
extension of, the executive employment agreement and options award thereunder of
Mr. Michael V. Howe, President and CEO, and approved the adoption of an
executive director stock purchase plan.
The tabulation of the voting on each of the resolutions put before the
shareholders is as follows:
VOTES VOTES
RESOLUTION FOR AGAINST ABSTAIN BROKER NON-VOTES TOTAL
- ----------------------------- ------------ ----------------- -------------- ----------------------- -------------
1. Shares to Mr. D.P.F. 2,605,896 484,559 263,250 4,514,687 7,868,392
Mount
2. Amend Options Mr. M.V. 3,101,468 571,866 11,400 4,183,658 7,868,392
Howe
3. Executive Director 2,845,992 557,880 29,445 4,435,075 7,868,392
Stock Purchase Plan
11
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibit Description
None
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during
the three month period ended March 31, 2003:
Item Reported Financial Statements Filed? Filing Date
------------- --------------------------- -----------
Nasdaq listing requirements Yes 2-20-03
Filing of "Appendix 4B Preliminary
Report" with the ASX No 3-14-03
12
SIGNATURES AND CERTIFICATIONS
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: May 2, 2003
13
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
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: May 2, 2003
14
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):
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: May 2, 2003
15
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