EX-99.1 2 v023432_ex99-1.htm Unassociated Document

Exhibit 99.1

 
 
Investor Contact:
 
Press Contact:
Stacey Fisher
 
Lorne Fisher
954-924-3427
 
954-258-1786
sfisher@fish-consulting.com
 
lfisher@fish-consulting.com
 
FIND/SVP ANNOUNCES 2005 SECOND QUARTER AND FIRST HALF RESULTS
-- Revenues and Adjusted EBITDA* Increase 17% and 73% in Second Quarter--
-- Redefines Sales Strategy Focusing on In-Depth and Market Research Services--
 
NEW YORK, August 11, 2005—FIND/SVP, Inc. (OTCBB: FSVP), the nation’s only single-source provider of custom business research services, today announced its operating results for the second quarter and first half of 2005.

Revenues in the second quarter of 2005 were $11,329,000, an increase of 16.7% versus revenues of $9,711,000 in the prior year. For the quarter ended June 30, 2005, EBITDA* was $(163,000) as compared to $(460,000) in the prior year. Adjusted EBITDA* was $867,000, representing a 72.7% increase over the $502,000 of Adjusted EBITDA one year earlier. Net loss attributable to common shareholders for the second quarter was $(577,000), or $(0.03) per share, as compared to a loss of $(1,472,000), or $(0.09) per share, in the second quarter of the prior year.

The EBITDA and net loss results for the second quarter of 2005 include $1,030,000 in various non-recurring charges, primarily resulting from the acquisitions of Signia Partners and Atlantic Research & Consulting on April 1, 2005. In addition, the EBITDA, Adjusted EBITDA, and net loss results include $204,000 in stock compensation expense for the same period.

For the first half of 2005, revenues were $20,115,000, an increase of 4.1% versus revenues of $19,317,000 one year earlier. EBITDA* for the period was $284,000 versus $(2,000) one year earlier. Adjusted EBITDA* for the period was $1,350,000, representing a 2.8% increase over the $1,313,000 of Adjusted EBITDA one year earlier. Net loss attributable to common shareholders for the six months was $(536,000), or $(0.03) per share, as compared to a loss of $(1,673,000), or $(0.11) per share, in the first half of the prior year.

The EBITDA and net loss results for the first six months of 2005 include $1,066,000 in acquisition and other non-recurring charges. In addition, the EBITDA, Adjusted EBITDA, and net loss results include $342,000 in stock compensation expense for the same period. Signia Partners and Atlantic Research & Consulting’s results of operations are included in FIND/SVP’s results of operations from April 1, 2005.
 


As of June 30, 2005, FIND/SVP had cash on hand of $2,237,000 and stockholders’ equity of $20,013,000.

Commenting on the results, David Walke, Chief Executive Officer, said, “The strong operational and financial growth in the second quarter and first half of 2005 are reflective of the positive effects of our continued development as the nation’s only single-source provider of business research services. From a financial standpoint, we reported solid growth in revenues and increased Adjusted EBITDA, both on a comparable year-over-year as well as sequential basis, primarily resulting from our ongoing strategic acquisition program.”

“The reported net loss for the second quarter and first half of 2005 is wholly related to one-time charges resulting from the acquisitions of Atlantic Research & Consulting and Signia Partners on April 1st of this year, as well as non-cash stock compensation expense. Adjusting for these costs FIND/SVP was profitable for both periods, and achieved healthy increases in EBITDA,” Mr. Walke continued.

“From an operational perspective, we further expanded our business research platform through the acquisition of Signia Partners, one of the leading providers of in-depth business research and fact-based decision support,” Mr. Walke continued. “In addition, the acquisition of Atlantic Research & Consulting, a leading provider of custom market research services, extends our market and geographical presence in this sector.”

Mr. Walke noted that after incorporating these acquisitions, FIND/SVP’s legacy, on-demand Business Inquiry Service now constitutes less than 35% of consolidated revenues. Furthermore, despite the adoption of numerous product strategies and redesigns, new retainer sales in the first half of the year continued to be well below expectations. On the other hand, retention of retainer clients in the second quarter was the strongest in over 10 years, and lead generation for projects was very strong as well.

“As a consequence”, Mr. Walke said, “we have decided to focus the great majority of our sales efforts on our project-related business units. Therefore, in June, we significantly restructured our sales force and approach, which provides for a smaller direct sales force responsible for identifying in-depth and market research opportunities. This restructuring is in line with the evolution of our business focus and the research needs of our existing and prospective clients. We believe that this also allows for us to most cost-effectively leverage our client retainer base.”

“The sales force restructuring will reduce our net sales costs by over $600,000 in the second half of the year, while the one-time costs associated with this restructuring were already reflected in the second quarter’s restructuring charge.”

FIND/SVP also announced consolidated financial results for the first half of 2005, giving effect to the contributions of Atlantic Research and Signia Partners as if each had been acquired on January 1, 2005. Internal pro forma estimates for the first half indicate revenues of approximately $22,600,000, and Adjusted EBITDA exclusive of stock compensation expense of $2,067,000.

“These results represent increases in revenues and Adjusted EBITDA of approximately 18% and 57%, respectively, for the comparable six month periods,” Mr. Walke said. “While our pro-forma Adjusted EBITDA margins of 8% for the period are below where we would like to be, we are optimistic for steady improvement in the months ahead as the positive effects of integration synergies and our redefined sales strategies become evident.”



*EBITDA, which is defined as net income (loss) before interest, income taxes, and depreciation and amortization and Adjusted EBITDA, which is defined as net income (loss) before interest, income taxes, and depreciation and amortization, compensation expense from options granted “in the money”, other income, and other non-recurring charges , is presented in the earnings release because our credit facility, which contains a term note totaling $4,500,000, maturing in 2010, and a line of credit totaling $4,500,000, includes financial and other covenants which are based on or refer to Adjusted EBITDA and EBITDA. Management also believes that EBITDA and Adjusted EBITDA are useful measures to investors, allowing them to focus on our recurring results of operations. Additionally, management believes that EBITDA and Adjusted EBITDA are common alternatives to 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, other measures of financial performance prepared in accordance with GAAP. Pursuant to the requirements of Regulation G, Find/SVP has provided reconciliations to the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Conference Call Information
 
Management will host a conference call today, August 11, 2005, at 11:30 a.m. ET (8:30 a.m. PT) to review the second quarter financial results. To access the call, dial (800) 370-0898. To listen to the live web cast go to: http://www.findsvp.com in the Investor Relations area of the web site. A replay of the conference call will be available two hours after the call for five business days. Investors may access the replay by dialing (877) 519-4471 and entering the following pass code: 6344289.  In addition, the call will be available over the Internet at http://www.findsvp.com in the Investor Relations area of the web site.

About FIND/SVP
 
FIND/SVP, Inc. (OTC Bulletin Board: FSVP - News) is a knowledge services company that leverages the expertise and resources of its professional research teams to help its member clients protect and further their business interests. FIND/SVP helps executives enhance their business performance, profit from opportunities and address critical issues through targeted research and advisory work, providing its nearly 2,000 member clients with a competitive business advantage. Founded in 1969, FIND/SVP is the second largest member of the global SVP Group, which serves more than 75,000 executives in 11,000 companies worldwide. FIND/SVP is located at 625 Avenue of the Americas, New York, N.Y. 10011. More information is available by calling 212-645-4500 or visiting FIND/SVP's website at http://www.findsvp.com.

 
Forward-Looking Statements
 
Note: This news release contains "forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for FIND/SVP’s markets and the demand for its services, the success of FIND/SVP’s cross-selling efforts and new project and program launches, future cash flows from operations, FIND/SVP’s future revenues and margin requirements, growth in costs and expenses and the impact of acquisitions the effects of a sales force restructuring, and other unusual items, including our ability to integrate and obtain the anticipated results and synergies from our acquisitions of Atlantic Research & Consulting and Signia Partners. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company's periodic and other reports filed with the Securities and Exchange Commission. 
 

 
FIND/SVP COMPARATIVE STATEMENTS OF INCOME (LOSS) (unaudited)
         
           
           
   
Three Months Ended
June 30
 
   
2005
 
2004
(as restated) (5)
 
           
Revenue
 
$
11,329,000
 
$
9,711,000
 
               
Operating loss
 
$
(482,000
)
$
(745,000
)
               
EBITDA (1), (2), (4)
 
$
(163,000
)
$
(460,000
)
               
Adjusted EBITDA (1), (2), (4)
 
$
867,000
 
$
502,000
 
               
Loss Before Income Taxes
 
$
(624,000
)
$
(2,028,000
)
               
Net loss
 
$
(567,000
)
$
(1,462,000
)
               
Loss attributable to common shareholders’(3), (4)
 
$
(577,000
)
$
(1,472,000
)
               
Loss Per Share - Basic & Diluted (4)
 
$
(0.03
)
$
(0.09
)
               
Weighted Average Shares
             
Outstanding - Basic & Diluted
   
20,168,505
   
16,762,013
 

(1) Adjusted EBITDA (000’s omitted) for the three months ended June 30, 2005 is as follows:
 
Net loss
 
$
(567
)
Tax provision (benefit)
   
(57
)
Depreciation and amortization
   
350
 
Interest expense
   
111
 
         
EBITDA
 
$
(163
)
Non-recurring severance related to restructuring
   
775
 
Acquisition related integration costs
   
103
 
Sarbanes-Oxley 404 implementation fees
   
50
 
Other
   
102
 
         
Adjusted EBITDA
 
$
867
 
 
(2) EBITDA (000’s omitted) for the three months ended June 30, 2004 is as follows:
       
 
Net loss
 
$
(1,462
)
Tax benefit
   
(566
)
Depreciation and amortization
   
192
 
Interest expense
   
1,376
 
 
       
EBITDA
 
$
(460
)
Non-recurring severance
   
395
 
Lease related charge
   
512
 
Stock compensation expense from “in the money”
       
Option grants
   
(43
)
Other
   
98
 
         
Adjusted EBITDA
 
$
502
 
 

 
(3) Net loss for the three months ended June 30, 2005 of $(567,000) was reduced by preferred dividends of $10,000, resulting in loss attributable to common shareholders of $(577,000).
 
   
(4) Exclusive of $204,000 of stock compensation expense for the three months ended June 30, 2005, EBITDA and Adjusted EBITDA would have been $41,000 and $1,071,000, respectively, Loss attributable to common shareholders would have been $(373,000), and Loss Per Share-Basic and Diluted would have been $(0.02).
 
   
(5) In 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective January 1, 2004 and was reflected in the Company’s annual consolidated financial statements for the year ended December 31, 2004. Accordingly, the June 30, 2004 interim Condensed Consolidated Statements of Operations have been restated to reflect the adoption of SFAS No. 123.
 
 
The following is a summary of the effects of the adoption of SFAS No. 123 on the Company’s previously reported consolidated financial statements as of and for the three months ended June 30, 2004.

 
(in thousands)
 
As Previously Reported
 
As Restated for the Adoption of SFAS No. 123
 
For the three months ended:
         
Direct costs
 
$
5,876
 
$
5,994
 
Selling, general and administrative expenses
   
4,507
   
4,462
 
Operating loss
   
(672
)
 
(745
)
Loss before benefit for income taxes
   
(1,955
)
 
(2,028
)
Net loss
   
(1,389
)
 
(1,462
)
Net loss attributable to common shareholders
   
(1,399
)
 
(1,472
)
Net loss per common share - basic and diluted
 
$
(0.08
)
$
(0.09
)



 
FIND/SVP COMPARATIVE STATEMENTS OF INCOME (LOSS) (unaudited)
         
           
           
   
Six Months Ended
June 30
 
   
2005
 
2004
(as restated) (5)
 
           
Revenue
 
$
20,115,000
 
$
19,317,000
 
               
Operating loss
 
$
(269,000
)
$
(506,000
)
               
EBITDA (1), (2), (4)
 
$
284,000
   
($2,000
)
               
Adjusted EBITDA(1), (2), (4)
 
$
1,350,000
 
$
1,313,000
 
               
Loss Before Income Taxes
 
$
(448,000
)
$
(2,110,000
)
               
Net loss
 
$
(516,000
)
$
(1,540,000
)
               
Loss attributable to common shareholders’ (3), (4)
 
$
(536,000
)
$
(1,673,000
)
               
Loss Per Share - Basic & Diluted (4)
 
$
(0.03
)
$
(0.11
)
               
Weighted Average Shares
             
Outstanding - Basic & Diluted
   
19,787,331
   
15,004,459
 

(1) Adjusted EBITDA (000’s omitted) for the six months ended June 30, 2005 is as follows:
 
Net loss
 
$
(516
)
Tax provision (benefit)
   
68
 
Depreciation and amortization
   
617
 
Interest expense
   
115
 
         
EBITDA
 
$
284
 
Non-recurring severance related to restructuring
   
909
 
Acquisition related integration costs
   
109
 
Sarbanes-Oxley 404 implementation fees
   
50
 
Other
   
(2
)
         
Adjusted EBITDA
 
$
1,350
 
 
(2) EBITDA (000’s omitted) for the six months ended June 30, 2004 is as follows:
       
 
Net loss
 
$
(1,540
)
Tax benefit
   
(570
)
Depreciation and amortization
   
506
 
Interest expense
   
1,602
 
 
       
EBITDA
 
$
(2
)
Non-recurring severance
   
395
 
Lease related charge
   
512
 
Asset impairment
   
96
 
Stock compensation expense from “in the money”
       
Option grants
   
10
 
Other
   
302
 
         
Adjusted EBITDA
 
$
1,313
 
 

 
         
(3) Net loss for the six months ended June 30, 2005 of $(516,000) was reduced by preferred dividends of $20,000, resulting in loss attributable to common shareholders of $(536,000).
 
(4) Exclusive of $342,000 of stock compensation expense for the six months ended June 30, 2005, EBITDA and Adjusted EBITDA would have been $626,000 and $1,692,000, respectively, Loss attributable to common shareholders would have been $(194,000), and Loss Per Share-Basic and Diluted would have been $(0.01).
 
(5) In 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective January 1, 2004 and was reflected in the Company’s annual consolidated financial statements for the year ended December 31, 2004. Accordingly, the June 30, 2004 interim Condensed Consolidated Statements of Operations have been restated to reflect the adoption of SFAS No. 123.
 
The following is a summary of the effects of the adoption of SFAS No. 123 on the Company’s previously reported consolidated financial statements as of and for the six months ended June 30, 2004.

 
 
(in thousands)
 
 
As Previously Reported
 
As Restated for the Adoption of SFAS No. 123
 
For the six months ended:
         
Direct costs
 
$
11,551
 
$
11,449
 
Selling, general and administrative expenses
   
8,985
   
8,374
 
Operating loss
   
(1,219
)
 
(506
)
Loss before benefit for income taxes
   
(2,823
)
 
(2,110
)
Net loss
   
(2,253
)
 
(1,540
)
Net loss attributable to common shareholders
   
(2,386
)
 
(1,673
)
Net loss per common share - basic and diluted
 
$
(0.16
)
$
(0.11
)
 

 
FIND/SVP ESTIMATED PRO FORMA FINANCIAL DATA
     
   
   
Six Months Ended
June 30
 
   
2005
 
       
Revenue
 
$
22,600,000
 
         
Net loss
 
$
(491,000
)
         
EBITDA (2)
 
$
542,000
 
         
Adjusted EBITDA (1), (2)
 
$
1,725,000
 

(1) Pro Forma Adjusted EBITDA (000’s omitted) for the six months ended June 30, 2005 is as follows:
 
Pro Forma Net loss
 
$
(491
)
Tax provision (benefit)
   
272
 
Depreciation and amortization
   
640
 
Interest expense
   
121
 
         
Pro Forma EBITDA
 
$
542
 
Non-recurring severance related to restructuring
   
909
 
Acquisition related integration costs
   
109
 
Sarbanes-Oxley 404 implementation fees
   
50
 
Other
   
115
 
         
Pro Forma Adjusted EBITDA
 
$
1,725
 

(2) Exclusive of $342,000 of stock compensation expense for the six months ended June 30, 2005, Pro Forma EBITDA and Pro Forma Adjusted EBITDA would have been $884,000 and $2,067,000, respectively.



 
FIND/SVP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
         
           
           
   
 
June 30
 
 
December 31
 
   
2005
 
2004
 
   
(unaudited)
     
Assets
         
Cash and cash equivalents
 
$
2,237,000
 
$
4,519,000
 
Accounts receivable, net
   
8,518,000
   
6,215,000
 
Deferred tax assets
   
634,000
   
696,000
 
Prepaid expenses and other current assets
   
1,438,000
   
1,240,000
 
               
Total Current Assets
   
12,827,000
   
12,670,000
 
               
Property, Plant & Equipment - Net
   
2,388,000
   
2,336,000
 
Goodwill, net
   
18,139,000
   
12,214,000
 
Intangibles, net
   
2,697,000
   
1,002,000
 
Deferred tax assets
   
783,000
   
783,000
 
Deferred rent
   
246,000
   
335,000
 
Cash surrender value of life insurance
   
127,000
   
127,000
 
Non-marketable equity securities
   
23,000
   
23,000
 
Other assets
   
1,054,000
   
532,000
 
               
Total assets
 
$
38,284,000
 
$
30,022,000
 
               
Liabilities and Shareholders' Equity
             
Trade accounts payable
 
$
1,842,000
 
$
1,267,000
 
Accrued expenses and other
   
5,524,000
   
5,099,000
 
Unearned retainer income
   
4,992,000
   
3,472,000
 
Current maturities of notes payable
   
924,000
   
--
 
 
             
Total current liabilities  
    13,282,000      9,838,000  
               
Notes payable
   
3,600,000
   
--
 
Deferred compensation and other liabilities
   
799,000
   
404,000
 
               
Total liabilities
   
17,681,000
   
10,242,000
 
               
Redeemable, convertible, preferred stock
   
590,000
   
570,000
 
               
 Redeemable common stock
   
--
   
1,090,000
 
               
Shareholders' Equity
   
20,013,000
   
18,120,000
 
               
Total Liabilities and Shareholders' Equity
 
$
38,284,000
 
$
30,022,000