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 SEPTEMBER 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 November 1, 2000: 7,605,943
<PAGE>
FIND/SVP, INC. AND SUBSIDIARIES
Index
PART I. FINANCIAL INFORMATION Page
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets 3
September 30, 2000 (unaudited) and December 31, 1999
Condensed Consolidated Statements of Operations 4
Nine Months Ended September 30, 2000 and 1999 (unaudited)
Condensed Consolidated Statements of Operations 5
Three Months Ended September 30, 2000 and 1999 (unaudited)
Condensed Consolidated Statements of Cash Flows 6
Nine Months Ended September 30, 2000 and 1999 (unaudited)
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and 9
Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 6. Exhibits and Reports on Form 8-K
14
SIGNATURES 15
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)
September 30, December 31,
2000 1999
------------- ------------
ASSETS (unaudited)
Current assets:
Cash $ 1,031 $ 2,096
Investment securities 500 500
Accounts receivable, net 2,386 1,941
Note receivable 138 138
Prepaid and refundable income taxes 52 --
Deferred tax assets 114 114
Prepaid expenses and other current assets 473 323
-------- --------
Total current assets 4,694 5,112
Equipment and leasehold improvements,
at cost, less accumulated depreciation
and amortization of $7,107 in 2000 and
$6,399 in 1999 3,686 3,995
Other assets:
Goodwill, net 88 96
Other assets 2,248 2,075
-------- --------
$ 10,716 $ 11,278
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable, current installments $ 280 $ --
Trade accounts payable 477 409
Accrued expenses and other 1,047 1,504
-------- --------
Total current liabilities 1,804 1,913
-------- --------
Unearned retainer income 2,122 1,929
Notes payable, excluding current installments 2,067 2,963
Other liabilities 564 584
Commitments
Shareholders' equity:
Common stock, $.0001 par value.
Authorized 20,000,000 shares;
issued and outstanding 7,455,943 shares
at September 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 (1,384) (1,016)
-------- --------
Total shareholders' equity 4,159 3,889
-------- --------
$ 10,716 $ 11,278
======== ========
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
FIND/SVP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
Nine months ended September 30
(in thousands, except share and per share data)
2000 1999
---------- ----------
Revenues $ 17,960 $ 16,815
---------- ----------
Operating expenses:
Direct costs 9,283 8,564
Selling, general and administrative expenses 9,114 7,956
---------- ----------
Operating (loss) income (437) 295
Interest income 103 72
Other income 139 --
Interest expense (259) (357)
---------- ----------
(Loss) income before (benefit) provision
for income taxes and extraordinary item (454) 10
(Benefit) provision for income taxes (113) 10
---------- ----------
(Loss) income before extraordinary item (341) --
Extraordinary item on retirement of debt
(net of tax effect of $9 in 2000 and $0 in 1999) (27) --
---------- ----------
Net (loss) income $ (368) $ --
========== ==========
Earnings per common share - basic:
(Loss) income before extraordinary item $ (0.05) $ 0.00
Extraordinary item 0.00 0.00
---------- ----------
Net (loss) income $ (0.05) $ 0.00
========== ==========
Earnings per common share - diluted:
(Loss) income before extraordinary item $ (0.05) $ 0.00
Extraordinary item 0.00 0.00
---------- ----------
Net (loss) income $ (0.05) $ 0.00
========== ==========
Weighted average number of common shares:
Basic 7,406,333 7,120,183
========== ==========
Diluted 7,406,333 7,194,694
========== ==========
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
FIND/SVP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended September 30
(in thousands, except share and per share data)
2000 1999
---------- ----------
Revenues $ 5,993 $ 5,764
---------- ----------
Operating expenses:
Direct costs 3,173 2,816
Selling, general and administrative expenses 3,181 2,762
---------- ----------
Operating (loss) income (361) 186
Interest income 31 17
Other income 139 --
Interest expense (69) (105)
---------- ----------
(Loss) income before (benefit) provision
for income taxes and extraordinary item (260) 98
(Benefit) provision for income taxes (64) 12
---------- ----------
(Loss) income before extraordinary item (196) 86
Extraordinary item on retirement of debt
(net of tax effect of $9 in 2000 and $0 in 1999) (27) --
---------- ----------
Net (loss) income $ (223) $ 86
========== ==========
Earnings per common share - basic:
(Loss) income before extraordinary item $ (0.03) $ 0.01
Extraordinary item 0.00 0.00
---------- ----------
Net (loss) income $ (0.03) $ 0.01
========== ==========
Earnings per common share - diluted:
(Loss) income before extraordinary item $ (0.03) $ 0.01
Extraordinary item 0.00 0.00
---------- ----------
Net (loss) income $ (0.03) $ 0.01
========== ==========
Weighted average number of common shares:
Basic 7,455,735 7,121,794
========== ==========
Diluted 7,455,735 7,221,851
========== ==========
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
FIND/SVP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine months ended September 30
(in thousands)
2000 1999
------- -------
Cash flows from operating activities:
Net (loss) income $ (368) $ --
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 851 834
Provision for losses on accounts receivable 181 60
Changes in assets and liabilities:
Increase in accounts receivable (626) (188)
Increase in prepaid and refundable
income taxes (52) --
Increase in deferred tax assets (112) (21)
(Increase) decrease in prepaid expenses (150) 98
Increase in other assets (325) (225)
Increase in accounts payable 68 31
Decrease in accrued expenses and other
current liabilities (457) (477)
Increase in unearned retainer income 193 43
Increase (decrease) in other liabilities (20) (290)
------- -------
Net cash used in operating activities (817) (135)
------- -------
Cash flows from investing activities:
Capital expenditures (398) (556)
Repayment of notes receivable 137 200
------- -------
Net cash used in investing activities (261) (356)
------- -------
Cash flows from financing activities:
Principal borrowings under notes payable 1,400 --
Principal payments under notes payable (1,424) (850)
Proceeds from exercise of stock options 37 7
------- -------
Net cash provided by (used in)
financing activities 13 (843)
------- -------
Net decrease in cash (1,065) (1,334)
Cash at beginning of period 2,096 2,307
------- -------
Cash at end of period $ 1,031 $ 973
======= =======
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 September 30, 2000, and the results of
operations for the nine and three month periods ended September 30, 2000 and
1999 and cash flows for the nine month periods ended September 30, 2000 and
1999. Operating results for the nine and three month periods ended September 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 accounting principles generally accepted
in the United States of America 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 earnings per share are computed by dividing net (loss) income by the
weighted average number of common shares outstanding during the period. Diluted
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 nine and three month periods ended September 30, 2000 there was
no such dilutive effect.
Options and warrants to purchase 2,194,316 and 2,018,635 common shares during
the nine months ended September 30, 2000 and 1999, respectively, were
antidilutive and were therefore excluded from the computation of diluted
earnings per share. Options and warrants to purchase 2,490,427 and 1,995,635
common shares during the three months ended September 30, 2000 and 1999,
respectively, were antidilutive and were therefore excluded from the computation
of diluted earnings per share.
C. DEBT
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
September 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>
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.
D. INCOME TAXES
The $113,000 income tax benefit as of September 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.
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 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 nine month period ended September 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 nine month period ended September 30, 2000, options to purchase
710,500 shares of common stock were granted under the Company's Stock Option
Plan, at prices ranging from $1.062 to $3.6875.
8
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Nine and three months ended September 30, 2000 compared to nine and three months
ended September 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 $1,145,000 or 6.8% to $17,960,000 for the
nine-month period ended September 30, 2000 from $16,815,000 for the nine-month
period ended September 30, 1999. The Company's revenues increased by $229,000 or
4.0% to $5,993,000 for the three-month period ended September 30, 2000 from
$5,764,000 for the three-month period ended September 30, 1999.
QCS revenues increased by 6.3% and SCRG revenues increased by 8.4% for the
nine-month period ended September 30, 2000, as compared to the comparable period
of the prior year. QCS accounted for 81.8% and 82.2%, and SCRG accounted for
17.0% and 16.7% of the Company's revenues for the nine-month periods ended
September 30, 2000 and 1999, respectively. QCS revenues increased by 7.2% and
SCRG revenues decreased by 8.9% for the three-month period ended September 30,
2000, as compared to the comparable period of the prior year. QCS accounted for
81.6% and 79.2%, and SCRG accounted for 16.8% and 19.2% of the Company's
revenues for the three-month periods ended September 30, 2000 and 1999,
respectively.
The increase in QCS revenues during the nine and three-month periods ended
September 30, 2000 as compared to the comparable period of the prior year was
due primarily to an increase in the retainer base (the recognized monthly
retainer revenue), caused by an increase in the average retainer fee. The
increase in SCRG revenues for the nine months ended September 30, 2000 was due
primarily to an increase in the number and size of projects booked during the
first nine months of 2000 as compared to the like period in 1999. The decrease
in SCRG revenue for the three months ended September 30, 2000 was a result of a
decrease in sales leads due to employee turnover. The number of new projects
begun in the third quarter of 2000 decreased as compared to those begun in the
third quarter of 1999.
As of September 30, 2000, the Company had 1,880 retainer clients, a decrease of
4.3% from the number of retainer clients as of September 30, 1999. As of
September 30, 2000, the retainer base (monthly retainer fees billed to clients)
was $1,540,168, an increase of 6.8% over the retainer base as of September 30,
1999.
9
<PAGE>
DIRECT COSTS
Direct costs increased by 8.4% or $719,000 to $9,283,000 for the nine-month
period ended September 30, 2000, from $8,564,000 for the nine-month period ended
September 30, 1999. As a percent of revenues, direct costs increased to 51.7%
for the nine-month period ended September 30, 2000, from 50.9% 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 12.7% or $357,000 to $3,173,000 for the three-month
period ended September 30, 2000, from $2,816,000 for the three-month period
ended September 30, 1999. As a percent of revenues, direct costs increased to
52.9% for the three-month period ended September 30, 2000, from 48.9% for the
corresponding period in 1999. The increase in total direct costs was due
primarily to an increase in labor costs over the comparable period in 1999.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased by 14.6% or $1,158,000 to
$9,114,000 for the nine-month period ended September 30, 2000, from $7,956,000
for the nine-month period ended September 30, 1999. As a percent of revenues,
selling, general and administrative expenses increased to 50.7% for the
nine-month period ended September 30, 2000, from 47.3% 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 15.2% or $419,000 to
$3,181,000 for the three-month period ended September 30, 2000, from $2,762,000
for the three-month period ended September 30, 1999. As a percent of revenues,
selling, general and administrative expenses increased to 53.1% for the
three-month period ended September 30, 2000, from 47.9% 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 $437,000 for the nine months ended
September 30, 2000, as compared to operating income of $295,000 for the nine
months ended September 30, 1999.
The Company had an operating loss of $361,000 for the three months ended
September 30, 2000, as compared to operating income of $186,000 for the three
months ended September 30, 1999.
INTEREST INCOME AND EXPENSE
During the nine months ended September 30, 2000, the Company earned $103,000 in
interest income, which increased from $72,000 in 1999. During the three months
ended September 30, 2000, the Company earned $31,000 in interest income, which
increased from $17,000 in 1999. The increase was a result of the increased cash
balance for much of the first nine months of 2000 as compared to the same period
of 1999, coupled with interest earned on notes receivable.
Interest expense was $259,000 for the nine-month period ended September 30,
2000, which was a decrease from $357,000 for the same period in 1999. Interest
expense was $69,000 for the three-month period ended September 30, 2000, which
was a decrease from $105,000 for the same period in 1999.
10
<PAGE>
The decreases were a result of the reduction in outstanding debt in 2000 as
compared to 1999. In the third quarter of 2000, the Company reduced its interest
expense by replacing a portion of its Senior Subordinated Notes with a Term Note
bearing a lower interest rate.
OTHER INCOME
During the third quarter of 2000, the Company received payment of $100,000 from
a landlord in consideration for giving up its rights under a lease agreement. As
a result of this lease termination, the Company took into income a portion of
its accrued rent payable, totaling $39,000.
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 $1,031,000 and $2,096,000 at September
30, 2000 and December 31, 1999, respectively. The Company's working capital
position (current assets, less current liabilities) at September 30, 2000 was
$2,890,000, 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
September 30, 2000.
Cash used in operating activities was $817,000 and $135,000 in the nine-month
periods ended September 30, 2000 and 1999, respectively.
Cash used in investing activities was $261,000 and $356,000 in the nine-month
periods ended September 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 $398,000 and $556,000 in the nine-month periods ended
September 30, 2000 and 1999, respectively. The Company expects to spend
approximately $250,000 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 $13,000 and ($843,000) in
the nine-month periods ended September 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.
On August 1, 2000, the Company entered into a financing agreement with a
commercial bank for a $1,400,000 Term Note, due June 30, 2005. The Note bears
interest at prime plus 1.25 and is payable in
11
<PAGE>
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. In November 2000, the Company also exchanged 150,000 shares
of its common stock for 633,000 outstanding warrants to purchase common stock.
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 nine months ended September 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 nine months ended September 30, 2000, options to purchase 710,500
shares of common stock were granted under the Company's Stock Option Plan, at
prices ranging from $1.062 to $3.6875.
MARKET FOR COMPANY'S COMMON EQUITY
On one occasion during 1998, and on two separate occasions during 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. 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 its future cash
flows, sales, gross margins and operating costs, and the effect of conditions in
the industry and the economy in general, 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.
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 September 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.
13
<PAGE>
PART II.
OTHER INFORMATION
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on July 10, 2000.
Shareholders voted on three matters.
The following votes were cast for the nominees for election of directors, and
all such nominees were elected.
FOR AGAINST WITHHELD
Andrew P. Garvin 6,468,098 0 10,791
Brigitte de Gastines 6,439,098 0 39,791
Howard S. Breslow 6,467,698 0 11,191
Frederick H. Fruitman 6,467,856 0 11,033
Jean-Louis Bodmer 6,448,798 0 30,091
Eric Cachart 6,454,798 0 24,091
The following votes were cast to amend the Company's 1996 Stock Option Plan to
increase the number of shares of common stock issuable thereunder from 1,150,000
to 1,650,000.
4,378,171 votes for the ratification and approval
110,805 votes against the ratification and approval
26,785 votes abstained from voting
1,976,275 votes did not vote
The following votes were cast on the ratification of the selection of Deloitte &
Touche LLP as independent accountants for the Company for the year ending
December 31, 2000.
6,454,636 votes for the ratification and approval
17,564 votes against the ratification and approval
19,836 votes abstained from voting
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
27. Financial Data Schedule
B. REPORTS ON FORM 8-K
None.
14
<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: NOVEMBER 14, 2000 /s/ ANDREW P. GARVIN
------------------------- -------------------------------------
Andrew P. Garvin
Chief Executive Officer and President
DATE: NOVEMBER 14, 2000 /s/ FRED S. GOLDEN
------------------------ -------------------------------------
Fred S. Golden
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
15
