8-K 1 c29109_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) AUGUST 18, 2003 --------------- FIND/SVP, INC. -------------- (Exact name of registrant as specified in its charter) NEW YORK 0-15152 13-2670985 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 625 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10011 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 645-4500 -------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report.) Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following Exhibits are filed herewith as part of this report: EXHIBIT DESCRIPTION 99.1 Press Release of Find/SVP, Inc., dated August 18, 2003 Item 9. REGULATION FD DISCLOSURE (INFORMATION PROVIDED UNDER ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.) On August 18, 2003, we issued a press release announcing our 2003 second quarter earnings. A copy of our press release announcing the above is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The earnings press release contains financial measures that are not in accordance with generally accepted accounting principles in the United States ("GAAP"). The Registrant has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Adjusted EBITDA, which is defined as the Registrant's net income (loss) excluding interest, taxes, depreciation and amortization, compensation expense from option grants, other income, and other non-recurring charges, and EBITDA, which represents the Registrant's net income (loss) before interest, income taxes, and depreciation and amortization, is presented in the earnings release because the Registrant's subordinated debt, which contains a promissory note of $3,000,000, with a stated interest rate of 13.5% and maturing in 2013, includes financial and other covenants which are based on or refer to the Registrant's Adjusted EBITDA and EBITDA. Furthermore, management believes that Adjusted EBITDA and EBITDA are useful measures to investors, allowing them to focus on the Registrant's recurring results of operations. Integration and other non-recurring charges are significantly influenced by the Registrant's acquisition program, may vary significantly from period to period, and may not be indicative of the Registrant's ongoing operating expenses, excluding acquisition related expenses. Additionally, management believes that Adjusted EBITDA and EBITDA are common alternatives in measuring operating performance used by investors and financial analysts to measure value, cash flow and performance. The non-GAAP financial measures described above should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release. 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 hereunto duly authorized. Dated: August 22, 2003 FIND/SVP, INC. By:/s/ PETER M. STONE ------------------------------------ Name: Peter M. Stone Title: Chief Financial Officer