8-K

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): May 15, 2006

Guideline, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York	0-15152	13-2670985
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

625 Avenue of the Americas, New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 645-4500

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On May 15, 2006, Guideline, Inc. (the “Registrant”) issued a press release (the “Press Release”) announcing its earnings for the fiscal quarter ended March 31, 2006. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. The Press Release contains financial measures that are not in accordance with generally accepted accounting principles in the United States ("GAAP"). The Registrant has provided a reconciliation within the Press Release of the non-GAAP financial measures to net income, the most directly comparable GAAP financial measure. EBITDA, which is defined as the Registrant’s net income (loss) before interest, income taxes, and depreciation and amortization, is presented in the Press Release because the Registrant's credit facility, which contains a term note totaling $4,500,000, maturing in 2010, and a revolving loan facility totaling $4,500,000, includes financial and other covenants which are based on or refer to the Registrant's EBITDA. Management also believes that EBITDA is a useful measure to investors, allowing them to focus on the Registrant’s recurring results of operations. Additionally, management believes that EBITDA is a common alternative to measuring operating performance used by investors and financial analysts to measure value, cash flow and performance. The non-GAAP financial measure described above should be considered in addition to, but not as a substitute for, other measures of financial performance prepared in accordance with GAAP that are presented in the Press Release.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press Release dated May 15, 2006 with respect to the Registrant’s financial results for the fiscal quarter ended March 31, 2006 (furnished only).

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.

	Guideline, Inc.
Date: May 15, 2006	By:	/s/ Peter Stone
		Name: Peter Stone Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated May 15, 2006 with respect to the Registrant’s financial results for the fiscal quarter ended March 31, 2006 (furnished only).

EX-99.1

Exhibit 99.1

Investor Contact:	Press Contact:
Stacey Fisher	Lorne Fisher
305-335-9577	954-258-1786
sfisher@fish-consulting.com	lfisher@fish-consulting.com

Guideline, Inc. Reports First Quarter

Financial Results

-- Company Posts Increases of 28% in Revenue and 69% in EBITDA -

NEW YORK, May 15, 2006—Guideline, Inc. (OTCBB: GDLN), the nation’s only single-source provider of custom business research, today announced financial results for the first quarter ended March 31, 2006.

Revenues in the first quarter of 2006 were $11,256,000, an increase of 28% versus revenues of $8,786,000 in the prior year. Net income attributable to common shareholders for the first quarter was $214,000 or $0.01 per basic and fully diluted share as compared to income of $41,000, or $0.00 per basic and fully diluted share in the first quarter of the prior year.

EBITDA for the quarter was $756,000, a 69% increase compared to EBITDA of $447,000 in the prior year. Operating income for the quarter increased 28% to $273,000 compared to $213,000 in the prior year. EBITDA exclusive of non-cash stock compensation expense for the quarter was $909,000, a 55% increase compared to $585,000 in the first quarter of the prior year.

As of March 31, 2006, Guideline, Inc. had cash on hand of $1,225,000, short and long term debt of $1,005,000 and $3,138,000, respectively, and shareholders’ equity of $21,606,000. Cash flow from operations for the quarter ended March 31, 2006 was $1,000,000.

Commenting on the first quarter results, David Walke, Chairman and CEO, said “Guideline continues to report strong progress. We have consistently maintained that the build and buy strategy we adopted in 2002 would serve to greatly expand our service offerings and relevance to our clients and prospects, while also helping to mitigate some of the quarter-to-quarter variability within our project-based businesses.

The first quarter is perhaps the strongest indication thus far of the positive effects of this strategy. In addition to the solid growth in revenues and profitability of our consolidated operations, we are achieving impressive results from our cross-sell initiatives, as clients increasingly begin to take advantage of the ability to satisfy their diversified business research needs through our single-source continuum of services.”

In conclusion, Mr. Walke said, Guideline is off to a good start to 2006, and we expect further improvement as the year progresses as our new sales strategy and structure matures. In addition, we continue to explore acquisition opportunities to both fortify our existing service offerings as well as expand into other exciting and rapidly growing business research sectors.”

*We believe EBITDA, which is defined as net income (loss) before interest, income taxes, and depreciation and amortization is a useful measure to investors, allowing them to focus on our recurring results of operations, and are common alternatives to measuring operating performance used by investors and financial analysts to measure value, cash flow and performance. Also, our credit facility, which contains a term note totaling $4,500,000, maturing in 2010, and a revolving loan facility totaling $4,500,000, includes financial and other covenants which are based on or refer to EBITDA. The non-GAAP financial measure 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, Guideline has provided reconciliations in the attached financial information for the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Earnings Conference Call Information

Management will host a conference call today at 2:30 PM ET to review the first quarter financial results. To access the call, dial (888)-394-1600. To listen to the live web cast go www.guideline.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: 7338023.  In addition, the call will be available over the Internet at www.guideline.com in the Investor Relations area of the web site.

About Guideline, Inc.

Guideline, Inc. (OTC Bulletin Board: GDLN) is the nation's only single-source provider of customized business research and analysis. Through its end-to-end continuum of On-Demand Business Research, Custom Market Research, Strategic Intelligence, and Product Development Intelligence. Guideline's research analysts create integrated solutions that enable clients to make informed decisions to address their critical business needs. Guideline specializes in nearly all major industries, including media and entertainment, healthcare and pharmaceuticals, financial and business services and consumer products. Guideline, Inc. is located at 625 Avenue of the Americas, New York, N.Y. 10011. More information is available by calling 212-645-4500 or visiting www.guideline.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 the Company’s markets and the demand for its products and services, earnings per share, future cash flows from operations, future revenues and margin requirement and expansion, the success of new products and services introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructurings and other unusual items, including the Company’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. 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.

GUIDELINE, INC. COMPARATIVE STATEMENTS OF INCOME (LOSS) (unaudited)
	Three Months Ended March 31
	2006			2005
Revenue	$	11,256,000		$	8,786,000
Operating income	$	273,000		$	213,000
EBITDA1, 2,3	$	756,000		$	447,000
Income Before Income Taxes and Cumulative Effect of Accounting Change	$	140,000		$	176,000
Income tax provision		($12,000	)		($125,000	)
Cumulative effect of accounting change4	$	96,000		$	--
Net income	$	224,000		$	51,000
Income attributable to common shareholders’5	$	214,000		$	41,000
Income Per Share - Basic & Diluted	$	0.01		$	0.00
Weighted Average Shares
Outstanding - Basic		20,447,468			19,401,923
Outstanding - Diluted		21,985,752			21,502,585

Reconciliation of Net Income to EBITDA (unaudited):

¹EBITDA (000’s omitted) for the three months ended March 31, 2006 is as follows:

Net income	$	224
Tax provision		12
Depreciation and amortization		469
Interest expense		147
Cumulative effect of accounting change		(96	)
EBITDA	$	756
2EBITDA (000’s omitted) for the three months ended March 31, 2005 is as follows:
Net income	$	51
Tax provision		125
Depreciation and amortization		267
Interest expense		4
EBITDA	$	447

³EBITDA for the quarter ended March 31, 2006, was $909,000, exclusive of $153,000 of non-cash stock compensation expense, and for the quarter ended March 31, 2005 was $585,000, exclusive of $138,000 of non-cash stock compensation expense.

⁴During the quarter, Guideline adopted the revised Statement of Financial Accounting Standards No. 123, “Share-Based Payments” (“SFAS 123 (R)”). As a result of adopting SFAS 123(R), Guideline recognized a before and after-tax gain of approximately $96,000 representing the cumulative effect of a change in accounting principle attributable to the requirement under SFAS 123(R) to estimate forfeitures at the grant date instead of recognizing them as incurred.

⁵Net income for the three months ended March 31, 2006 of $224,000 was reduced by preferred dividends of $10,000, resulting in net income attributable to common shareholders of $214,000.

GUIDELINE, INC. AND SUBSIDIARIES Consolidated Balance Sheets
	March 31		December 31
	2006		2005
	(unaudited)
Assets
Cash and cash equivalents	$	1,225,000	$	2,697,000
Accounts receivable, net		10,143,000		8,646,000
Deferred tax assets		375,000		386,000
Prepaid expenses and other current assets		676,000		671,000
Total Current Assets		12,419,000		12,400,000
Property, Plant & Equipment, net		2,403,000		2,572,000
Goodwill, net		19,275,000		18,245,000
Intangibles, net		2,434,000		2,522,000
Deferred tax assets		1,057,000		987,000
Deferred financing fees, net		609,000		647,000
Other assets		852,000		834,000
Total assets	$	39,049,000	$	38,207,000
Liabilities and Shareholders' Equity
Trade accounts payable	$	2,238,000	$	2,425,000
Accrued expenses and other		3,100,000		2,378,000
Unearned retainer income		6,761,000		4,311,000
Current maturities of notes payable		1,005,000		3,005,000
Total current liabilities		13,104,000		12,119,000
Notes payable		3,138,000		3,389,000
Deferred compensation and other liabilities		581,000		761,000
Total liabilities		16,823,000		16,269,000
Redeemable, convertible, preferred stock		620,000		610,000
Shareholders' Equity		21,606,000		21,328,000
Total Liabilities and Shareholders' Equity	$	39,049,000	$	38,207,000