FIND SVP INC
10-Q, 2000-08-14
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ---------------------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     --------------------------------------

                  For the quarterly period ended June 30, 2000
                                                 -------------

                           Commission file no.0-15152
                                              -------

                                 FIND/SVP, INC.
                    -----------------------------------------
             (Exact name of Registrant as specified in its charter)

         New York                                        13-2670985
    --------------------------                           ----------
    (State or other jurisdiction                         (I.R.S. employer
    of incorporation or organization)                   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
                                                     --------------


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed 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 ___


Number of shares of Common Stock outstanding at July 31, 2000:  7,455,693

<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                                      Index


PART I. FINANCIAL INFORMATION                                               Page

     ITEM 1. Financial Statements
         Condensed Consolidated Balance Sheets                               3
            June 30, 2000 (unaudited) and December 31, 1999

         Condensed Consolidated Statements of Operations                     4
             Six Months Ended June 30, 2000 and 1999 (unaudited)

         Condensed Consolidated Statements of Operations                     5
             Three Months Ended June 30, 2000 and 1999 (unaudited)

         Condensed Consolidated Statements of Cash Flows                     6
             Six Months Ended June 30, 2000 and 1999 (unaudited)

         Notes to Condensed Consolidated Financial Statements                7

     ITEM 2. Management's Discussion and Analysis of Financial Condition     9
                 and Results of Operations

     ITEM 3. Quantitative and Qualitative Disclosures about Market Risk     14

PART II. OTHER INFORMATION

     ITEM 6. Exhibits and Reports on Form 8-K                               15

SIGNATURES                                                                  16

                                       2
<PAGE>


                                     PART I.
                              FINANCIAL INFORMATION

                                     ITEM 1.
                              FINANCIAL STATEMENTS

                         FIND/SVP, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                (in thousands, except share and per share data)

                                                       June 30,     December 31,
                                                         2000          1999
                                                       --------      --------
                             ASSETS                   (unaudited)

Current assets:
    Cash                                               $  1,897      $  2,096
    Investment securities                                   500           500
    Accounts receivable, net                              2,185         1,941
    Note receivable                                         138           138
    Deferred tax assets                                     114           114
    Prepaid expenses and other current assets               344           323
                                                       --------      --------
                  Total current assets                    5,178         5,112

Equipment and leasehold improvements,
    at cost, less accumulated depreciation
    and amortization of $6,871 in 2000 and
    $6,399 in 1999                                        3,794         3,995

Other assets:
    Goodwill, net                                            91            96
    Other assets                                          2,163         2,075
                                                       --------      --------
                                                       $ 11,226      $ 11,278
                                                       ========      ========
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Trade accounts payable                             $    384      $    409
    Accrued expenses and other                              991         1,504
                                                       --------      --------
                  Total current liabilities               1,375         1,913
                                                       --------      --------
Unearned retainer income                                  2,431         1,929
Notes payable                                             2,366         2,963
Other liabilities                                           673           584

Commitments

Shareholders' equity:
    Common stock, $.0001 par value
       Authorized 20,000,000 shares;
       issued and outstanding 7,455,693
       at June 30, 2000; issued and
       outstanding 7,136,169 shares
       at December 31, 1999                                   1             1
    Capital in excess of par value                        5,542         4,904
    Accumulated deficit                                  (1,162)       (1,016)
                                                       --------      --------
                Total shareholders' equity                4,381         3,899
                                                       --------      --------
                                                       $ 11,226      $ 11,278
                                                       ========      ========

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (unaudited)
                            Six months ended June 30
                 (in thousands, except share and per share data)


                                                        2000           1999
                                                     -----------    -----------

Revenues                                             $    11,967    $    11,051
                                                     -----------    -----------
Operating expenses:
    Direct costs                                           6,110          5,748
    Selling, general and administrative expenses           5,933          5,194
                                                     -----------    -----------
       Operating (loss) income                               (76)           109

Interest income                                               72             55
Interest expense                                            (190)          (252)
                                                     -----------    -----------
       Loss before benefit for income taxes                 (194)           (88)

Benefit for income taxes                                     (49)            (2)
                                                     -----------    -----------
       Net loss                                      $      (145)   $       (86)
                                                     ===========    ===========

Loss per common share:
       Basic                                         $     (0.02)   $     (0.01)
                                                     ===========    ===========
       Diluted                                       $     (0.02)   $     (0.01)
                                                     ===========    ===========
Weighted average number of common shares:
       Basic                                           7,381,633      7,119,377
                                                     ===========    ===========
       Diluted                                         7,381,633      7,119,377
                                                     ===========    ===========


See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (unaudited)
                           Three months ended June 30
                 (in thousands, except share and per share data)


                                                        2000           1999
                                                     -----------    -----------

Revenues                                             $     5,961    $     5,565
                                                     -----------    -----------
Operating expenses:
    Direct costs                                           3,062          2,972
    Selling, general and administrative expenses           2,998          2,711
                                                     -----------    -----------

       Operating loss                                        (99)          (118)

Interest income                                               35             22
Interest expense                                             (93)          (113)
                                                     -----------    -----------
       Loss before benefit for income taxes                 (157)          (209)

Benefit for income taxes                                     (46)           (58)
                                                     -----------    -----------
       Net loss                                      $      (111)   $      (151)
                                                     ===========    ===========

Loss per common share:
       Basic                                         $     (0.01)   $     (0.02)
                                                     ===========    ===========
       Diluted                                       $     (0.01)   $     (0.02)
                                                     ===========    ===========

Weighted average number of common shares:
       Basic                                           7,455,068      7,121,169
                                                     ===========    ===========
       Diluted                                         7,455,068      7,121,169
                                                     ===========    ===========


See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                            Six months ended June 30
                                 (in thousands)

                                                               2000       1999
                                                             -------    -------
Cash flows from operating activities:
   Net loss                                                  $  (145)   $   (86)

   Adjustments to reconcile net loss to net
      cash provided by operating activities:
         Depreciation and amortization                           550        563
         Provision for losses on accounts receivable              86         28

         Changes in assets and liabilities:
            Increase in accounts receivable                     (330)      (182)
            Increase in deferred tax assets                       --        (34)
            (Increase) decrease in prepaid expenses              (21)        33
            Increase in other assets                            (157)      (139)
            (Decrease) increase in accounts payable              (25)       308
            Decrease in accrued expenses and
               other current liabilities                        (514)      (563)
            Increase in unearned retainer income                 502        359
            Increase (decrease) in other liabilities              89       (264)
                                                             -------    -------
               Net cash provided by operating activities          35         23
                                                             -------    -------

Cash flows from investing activities:
   Capital expenditures                                         (271)      (435)
   Repayment of notes receivable                                  --        169
                                                             -------    -------

              Net cash used in investing activities             (271)      (266)
                                                             -------    -------

Cash flows from financing activities:
   Principal payments under notes payable                         --       (850)
   Proceeds from exercise of stock options                        37          6
                                                             -------    -------
              Net cash provided by (used in)
                   financing activities                           37       (844)
                                                             -------    -------

              Net decrease in cash                              (199)    (1,087)
Cash at beginning of period                                    2,096      2,307
                                                             -------    -------
Cash at end of period                                        $ 1,897    $ 1,220
                                                             =======    =======


See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

A.   MANAGEMENT'S STATEMENT

In the opinion of Management,  the accompanying condensed consolidated financial
statements  contain all normal and  recurring  adjustments  necessary to present
fairly the  financial  position at June 30, 2000,  and the results of operations
for the six and three month  periods ended June 30, 2000 and 1999 and cash flows
for the six month  periods ended June 30, 2000 and 1999.  Operating  results for
the six and  three  month  periods  ended  June  30,  2000  are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2000.

FIND/SVP,  Inc. and Subsidiaries (the "Company") have reclassified certain prior
year balances to conform with the current presentation.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.   It  is  suggested  that  these   condensed
consolidated  financial  statements be read in conjunction with the consolidated
financial  statements  and notes  thereto for the year ended  December  31, 1999
included in the Company's 1999 Annual Report on Form 10-K.

B.   (LOSS) EARNINGS PER SHARE

Basic (loss)  earnings  per share are computed by dividing net (loss)  income by
the weighted  average  number of common  shares  outstanding  during the period.
Diluted (loss)  earnings per share are computed by dividing net (loss) income by
a diluted  weighted  average  number of common  shares  outstanding  during  the
period.  Such  dilution  is computed  using the  treasury  stock  method for the
assumed  conversion of stock options and warrants  whose exercise price was less
than the average market price of the common shares during the respective period,
and certain additional  dilutive effects of exercised,  terminated and cancelled
stock options. For the six and three month periods ended June 30, 2000 there was
no such dilutive effect.

Options and warrants to purchase  2,057,427 and  2,433,177  common shares during
the six months ended June 30, 2000 and 1999, respectively, were antidilutive and
were  therefore  excluded from the  computation  of diluted  earnings per share.
Options and warrants to purchase  1,924,927 and  2,452,552  common shares during
the three months ended June 30, 2000 and 1999,  respectively,  were antidilutive
and were therefore excluded from the computation of diluted earnings per share.

C.   NOTES PAYABLE

The Company has a $1,000,000 line of credit at the prime commercial lending rate
plus 0.5%. The line is renewable annually,  and was put in place on December 30,
1999. In April 2000, the Company established letters of credit totaling $148,000
which are secured by the line of credit,  thus reducing the amount  available to
$852,000. No amounts were borrowed under the line of credit as of June 30, 2000.

In the first quarter of 2000,  the Company issued 266,945 common shares upon the
exercise of warrants in exchange for the retirement of $601,000 of the Company's
Senior Subordinated Note due October 31, 2001.

                                       7
<PAGE>


D.   INCOME TAXES

The $49,000  income tax benefit as of June 30, 2000  represents  25% of the loss
before income tax benefit.  The  difference  between this rate and the statutory
rate  primarily  relates  to  expenses  that are not  deductible  for income tax
purposes. The effective tax rate was 34% as of June 30, 1999.

E.   ACCOUNTING PRINCIPLES NOT YET ADOPTED

In June 1998,  Statement of  Financial  Accounting  Standards  ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities", was issued. SFAS
No.  133   established   accounting  and  reporting   standards  for  derivative
instruments and for hedging  activities.  The Company will adopt SFAS No. 133 on
January 1, 2001.  It is  anticipated  that the adoption of SFAS No. 133 will not
affect the Company's consolidated financial position and results of operations.

In December 1999, the staff of the  Securities  and Exchange  Commission  issued
Staff  Accounting  Bulletin  (SAB) No. 101,  "Revenue  Recognition  in Financial
Statements."  This SAB provides  guidance on the  recognition,  presentation and
disclosure  of revenue,  and will be  implemented  by the Company in the quarter
ending December 31, 2000. The Company continues to the study the SAB, however it
is  anticipated  that its adoption  will not affect the  Company's  consolidated
financial position and results of operations.

F.   SUPPLEMENTAL CASH FLOWS INFORMATION

During the six month period ended June 30, 2000,  the Company had the  following
non-cash financing activities:

The  Company  issued  266,945  common  shares  upon the  exercise of warrants in
exchange for the  retirement  of $601,000 of the Company's  Senior  Subordinated
Note due October 31, 2001.

The Company  recorded the cashless  exercise of 47,860 options at prices ranging
from $0.75 to $2.25,  in exchange  for 28,831  shares of common  stock at prices
ranging from $3.3125 to $4.01325. Such shares were held for a period of at least
six months before the respective  exchange.  The value of these transactions was
$97,000.

During the six month  period ended June 30,  2000,  options to purchase  334,000
shares of common stock were granted  under the  Company's  Stock Option Plan, at
prices ranging from $2.21875 to $3.6875.

G.   SUBSEQUENT EVENTS

On July 10, 2000, the Company's Board of Directors  approved an amendment to the
FIND/SVP, Inc. 1996 Stock Option Plan to increase the number of shares of common
stock issuable  there under from  1,150,000 to 1,650,000.  On July 10, 2000, the
Company's shareholders approved this amendment.

On August 1,  2000,  the  Company  entered  into a  financing  agreement  with a
commercial bank for a $1,400,000 Term Note (the "Note"),  due June 30, 2005. The
Note bears interest at prime plus 1.25 and is payable in quarterly  installments
beginning  September  30, 2000.  In early August 2000,  the proceeds of the Note
were used to pay down a portion of the Company's Senior  Subordinated Notes. The
Company  also  exchanged   150,000  shares  of  its  common  stock  for  633,055
outstanding warrants to purchase common stock.

                                       8
<PAGE>


                                     ITEM 2.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Six and three months ended June 30, 2000  compared to six and three months ended
June 30, 1999.

GENERAL

FIND/SVP,  Inc. provides a broad consulting,  advisory and business intelligence
service to executives and other  decision-making  employees of client companies,
primarily in the United States.  The Company  operates in one business  segment,
providing  consulting  and  business  advisory  services  including:  the  Quick
Consulting and Research  Service  ("QCS") which provides  retainer  clients with
access to the expertise of the Company's  staff and information  resources;  and
the  Strategic  Consulting  and Research  Group  ("SCRG")  which  provides  more
extensive,   in-depth  custom  market  research  and  competitive   intelligence
information,  as well as customer satisfaction and loyalty programs. The Company
considers its QCS and SCRG services,  which operate as "consulting  and business
advisory" activities, to be its core competency.

REVENUES

The  Company's  revenues  increased by $916,000 or 8.3% to  $11,967,000  for the
six-month  period ended June 30, 2000 from  $11,051,000 for the six-month period
ended June 30, 1999.  The  Company's  revenues  increased by $396,000 or 7.1% to
$5,961,000 for the  three-month  period ended June 30, 2000 from  $5,565,000 for
the three-month period ended June 30, 1999.

QCS accounted for 81.8% and 83.7%, and SCRG accounted for 17.1% and 15.5% of the
Company's  revenues  for the  six-month  periods  ended June 30,  2000 and 1999,
respectively.  QCS  revenues  increased by 5.9% and SCRG  revenues  increased by
19.5%  for the  six-month  period  ended  June  30,  2000,  as  compared  to the
comparable period of the prior year. QCS accounted for 82.6% and 81.9%, and SCRG
accounted  for 16.3% and 17.5% of the  Company's  revenues  for the  three-month
periods ended June 30, 2000 and 1999,  respectively.  QCS revenues  increased by
8.1% and SCRG revenues  decreased by 1.0% for the three-month  period ended June
30, 2000, as compared to the comparable period of the prior year.

The increase in QCS was due  primarily to an increase in the retainer  base (the
recognized  monthly  retainer  revenue),  caused by an increase in the number of
retainer  clients as well as an increase in the average retainer fee, during the
six and  three-month  periods ended June 30, 2000 as compared to the  comparable
period of the prior year.  As of June 30, 2000,  the Company had 1,928  retainer
clients,  an increase of 0.2% over the number of retainer clients as of June 30,
1999. As of June 30, 2000,  the retainer  base (monthly  retainer fees billed to
clients) was  $1,538,000,  an increase of 9.5% over the retainer base as of June
30, 1999.

The increase in SCRG  revenues was due primarily to an increase in the number of
projects  booked  during  the first six months of 2000 as  compared  to the like
period in 1999. During the first six months of 2000, many of the practice groups
within  SCRG  regained  productivity  after  being  adversely  affected by staff
turnover,  which occurred in the latter part of 1998 and caused reduced revenues
for much of 1999.

                                       9
<PAGE>


DIRECT COSTS

Direct  costs  increased  by 6.3% or $362,000 to  $6,110,000  for the  six-month
period ended June 30, 2000, from $5,748,000 for the six-month  period ended June
30,  1999.  As a percent of revenues,  direct  costs  decreased to 51.1% for the
six-month period ended June 30, 2000, from 52.0% for the corresponding period in
1999.  The increase in total direct costs was due  primarily to increased  labor
costs and an increase in the expenses incurred on behalf of clients.

Direct costs  increased  by 3.0% or $90,000 to  $3,062,000  for the  three-month
period ended June 30, 2000,  from  $2,972,000 for the  three-month  period ended
June 30, 1999. As a percent of revenues, direct costs decreased to 51.4% for the
three-month period ended June 30, 2000, from 53.4% for the corresponding  period
in 1999.  The decrease in total direct costs was due  primarily to a decrease in
expenses  incurred on behalf of clients and a decrease in the cost of electronic
resources during the second quarter of 2000 as compared to the second quarter of
1999.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and administrative  expenses increased by 14.2% or $739,000 to
$5,933,000 for the six-month period ended June 30, 2000, from $5,194,000 for the
six-month period ended June 30, 1999. As a percent of revenues, selling, general
and  administrative  expenses  increased to 49.6% for the six-month period ended
June 30, 2000, from 47.0% for the corresponding  period in 1999. The increase in
selling,  general and  administrative  expenses  was due  primarily to increased
labor costs.

Selling,  general and administrative  expenses increased by 10.6% or $287,000 to
$2,998,000 for the  three-month  period ended June 30, 2000, from $2,711,000 for
the three-month  period ended June 30, 1999. As a percent of revenues,  selling,
general  and  administrative  expenses  increased  to 50.3% for the  three-month
period ended June 30, 2000, from 48.7% for the corresponding period in 1999. The
increase in selling,  general and  administrative  expenses was due primarily to
increased labor costs.

OPERATING INCOME

The Company had an  operating  loss of $76,000 for the six months ended June 30,
2000, as compared to operating  income of $109,000 for the six months ended June
30, 1999.

The Company had an operating loss of $99,000 for the three months ended June 30,
2000,  as compared to an  operating  loss of $118,000 for the three months ended
June 30, 1999.

INTEREST INCOME AND EXPENSE

During the six  months  ended  June 30,  2000,  the  Company  earned  $72,000 in
interest income,  which increased from $55,000 in 1999.  During the three months
ended June 30,  2000,  the  Company  earned  $35,000 in interest  income,  which
increased  from $22,000 in 1999. The increase was a result of the increased cash
balance  for much of the first six months of 2000 as compared to the same period
of 1999, coupled with interest earned on notes receivable.

Interest  expense was  $190,000  for the  six-month  period ended June 30, 2000,
which was a decrease from $252,000 for the same period in 1999. Interest expense
was $93,000 for the three-month period ended June 30, 2000, which was a decrease
from $113,000 for the same period in 1999.  The  decreases  were a result of the
reduction in outstanding debt in 2000 as compared to 1999.


                                       10
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Historically,  the Company's  primary sources of liquidity and capital resources
have been cash flow from  operations,  borrowings,  and  prepaid  retainer  fees
provided by clients.  Cash balances were  $1,897,000  and $2,096,000 at June 30,
2000 and December 31, 1999, respectively. The Company's working capital position
(current assets, less current  liabilities) at June 30, 2000 was $3,814,000,  as
compared to $3,199,000 at December 31, 1999.

The Company believes that its cash generated from operations,  together with its
existing cash balances,  will be sufficient to meet its operating cash needs and
expected  capital  expenditures  for  the  near  term.  To  supplement  possible
short-term cash needs,  the Company has a $1,000,000 line of credit at the prime
commercial lending rate plus one-half percent, reduced by outstanding letters of
credit totaling $148,000.  The line is renewable annually,  and was put in place
on December 30, 1999.  No amounts were  borrowed  under the line of credit as of
June 30, 2000.

Cash provided by operating  activities  was $35,000 and $23,000 in the six-month
periods ended June 30, 2000 and 1999, respectively.

Cash used in investing  activities  was  $271,000 and $266,000 in the  six-month
periods ended June 30, 2000 and 1999, respectively. Capital expenditures for the
migration of the Company's  10-year-old  management  information system to a new
computer system platform were a significant component of the amounts invested in
both 2000 and  1999.  This new  system  improves  the  consultants'  ability  to
communicate  with clients,  access the internet,  and to integrate the Company's
products,  as well as to expand the Company's enterprise network.  Total capital
expenditures  were $271,000 and $435,000 in the six-month periods ended June 30,
2000 and 1999, respectively. The Company expects to spend approximately $380,000
for capital items during the remainder of 2000, the major portions of which will
be  used  to  complete  the  migration  of the  information  systems  to the new
platform,  and for  leasehold  improvements  related to  mechanical  heating and
cooling systems at one of its locations.

Cash provided by (used in) financing  activities  was $37,000 and  ($844,000) in
the six-month periods ended June 30, 2000 and 1999,  respectively.  In 1999, the
most  significant  item related to the early  repayment  of two bank  borrowings
aggregating $850,000, which were otherwise due in installments in the years 2000
and 2001. In connection  with the  repayment of such bank  borrowings,  the bank
released two  $1,000,000  standby  letters of credit that had been provided by a
shareholder, SVP, S.A.

In the first  quarter of 2000,  warrants to acquire  266,945  common shares were
exercised and $601,000 of face value of the Senior Subordinated Note due October
31, 2001 were surrendered as payment.

In accordance with the terms of the Senior  Subordinated  Notes,  the payment of
portions of accrued  interest may be deferred.  Interest of $165,000 and $73,000
at June 30, 2000 and 1999,  respectively,  was accrued and  deferred  under such
terms. Such amounts compound and accrue interest at the 12% rate of such Notes.

On August 1,  2000,  the  Company  entered  into a  financing  agreement  with a
commercial bank for a $1,400,000 Term Note (the "Note"),  due June 30, 2005. The
Note bears interest at prime plus 1.25 and is payable in quarterly  installments
beginning  September  30, 2000.  In early August 2000,  the proceeds of the Note
were used to pay down a portion of the Company's Senior  Subordinated Notes. The
Company  also  exchanged   150,000  shares  of  its  common  stock  for  633,055
outstanding warrants to purchase common stock.

                                       11
<PAGE>


The Company believes that its current cash balance and cash flow from operations
will be sufficient to cover its expected  capital  expenditures  for the next 12
months and that it will have sufficient liquidity for the next 12 months.

The Company had non-cash  financing  activities related to the cashless exercise
of stock  options.  In the six months ended June 30, 2000,  47,860  options were
exercised at prices  ranging from $0.75 to $2.25,  in exchange for 28,831 shares
of common stock at prices  ranging  from  $3.3125 to $4.01325.  Such shares were
held for a period of at least six months  before the  respective  exchange.  The
value of these transactions was $97,000.

During the six months ended June 30, 2000, options to purchase 334,000 shares of
common  stock were granted  under the  Company's  Stock  Option Plan,  at prices
ranging from $2.21875 to $3.6875.

MARKET FOR COMPANY'S COMMON EQUITY

In the first quarter of 1998,  by letter dated  January 21, 1999,  and by letter
dated November 16, 1999, the Company received notification from the NASDAQ Stock
Market,  Inc.  ("NASDAQ")  that the Company was not in compliance  with NASDAQ's
$1.00  minimum  bid price  requirement;  the shares of the Common  Stock  having
closed below the minimum bid price for 30  consecutive  business days. To regain
compliance  with this  standard  the Common Stock was required to have a closing
bid  price at or  above  $1.00  for ten  consecutive  trading  days  within  the
90-calendar day period following the advent of  non-compliance.  With respect to
all  notifications,  the Common Stock  subsequently met the required minimum bid
price for ten  consecutive  trading  days,  and the  Company's  Common  Stock is
currently in compliance with the NASDAQ minimum bid requirement.  Had compliance
not been achieved, NASDAQ could have issued a delisting letter.

The Company's  failure to meet NASDAQ's  maintenance  criteria in the future may
result in the  discontinuance  of the inclusion of its securities in NASDAQ.  In
such event, trading, if any, in the securities may then continue to be conducted
in the non-NASDAQ  over-the-counter  market in what are commonly  referred to as
the electronic  bulletin board and the "pink sheets".  As a result,  an investor
may find it more difficult to dispose of or to obtain accurate  quotations as to
the market value of the securities. In addition, the Company would be subject to
a Rule  promulgated  by the  Securities  and Exchange  Commission  that,  if the
Company fails to meet criteria set forth in such Rule,  imposes various practice
requirements  on  broker-dealers  who sell  securities  governed  by the Rule to
persons other than  established  customers and accredited  investors.  For these
types  of  transactions,  the  broker-dealer  must  make a  special  suitability
determination  for the  purchaser  and have  received  the  purchaser's  written
consent to the transactions  prior to sale.  Consequently,  the Rule may have an
adverse effect on the ability of brokers-dealers  to sell the securities,  which
may affect the ability of  shareholders  to sell the securities in the secondary
market.

INFLATION

The Company has in the past been able to increase  the price of its products and
services  sufficiently  to offset the  effects of  inflation  on wages and other
expenses, and anticipates that it will be able to do so in the future.

                                       12
<PAGE>


FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

This Report on Form 10-Q (and any other reports  issued by the Company from time
to time) contains certain  forward-looking  statements made in reliance upon the
safe harbor  provisions of the Private  Securities  Litigation Act of 1995. Such
forward-looking   statements,   including  statements  regarding  the  Company's
dependence on regulatory approvals,  its future cash flows, sales, gross margins
and operating costs, the effect of conditions in the industry and the economy in
general,  and legal proceedings,  are based on current expectations that involve
numerous risks and  uncertainties.  Actual results could differ  materially from
those  anticipated  in such  forward-looking  statements  as a result of various
known and unknown  factors,  including,  without  limitation,  future  economic,
competitive,  regulatory, and market conditions,  future business decisions, and
those factors discussed under Management's  Discussion and Analysis of Financial
Condition and Results of Operations.  Words such as  "believes",  "anticipates",
"expects",  "intends",  "may", and similar  expressions are intended to identify
forward-looking  statements, but are not the exclusive means of identifying such
statements.  The  Company  undertakes  no  obligation  to  revise  any of  these
forward-looking   statements.   Subsequent  written  and  oral  forward  looking
statements  attributable  to the  Company  or  persons  acting on its behalf are
expressly qualified in their entirety by cautionary statements in this paragraph
and elsewhere in this Form 10-Q,  and in other reports filed by the Company with
the Securities and Exchange Commission.

                                       13
<PAGE>


                                     ITEM 3.
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Company's assessment of its sensitivity
to market risk as of June 30, 2000, as compared to the  information  included in
Part II, Item 7A, "Quantitative and Qualitative  Disclosures About Market Risk",
of the Company's  Form 10-K for the year ended  December 31, 1999, as filed with
the Securities and Exchange Commission on March 30, 2000.

                                       14
<PAGE>


                                    PART II.
                                OTHER INFORMATION

                                     ITEM 6.
                        EXHIBITS AND REPORTS ON FORM 8-K

A.   EXHIBITS

                  27.  Financial Data Schedule

B.   REPORTS ON FORM 8-K

                  None.

                                       15
<PAGE>


                                   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.


                                           FIND/SVP Inc.
                                           -------------
                                           (REGISTRANT)



Date:  August 14, 2000                     /s/ Andrew P. Garvin
-----------------------                    -----------------------------------
                                           Andrew P. Garvin
                                           Chief Executive Officer and President

Date: August 14, 2000                      /s/ Fred S. Golden
---------------------                      -----------------------------------
                                           Fred S. Golden
                                           Chief Financial Officer
                                             (Principal Financial Officer
                                             and Principal Accounting Officer)

                                       16


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