-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWKqWx53ptAbySRLS/pTKTtquaf8b4gLY3dcgPWvyBUmm5jMQNc5d3LBMgKOsVtd Yr1lqkq3tguYTco7xtPyOQ== 0001019056-04-001310.txt : 20041104 0001019056-04-001310.hdr.sgml : 20041104 20041104155425 ACCESSION NUMBER: 0001019056-04-001310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041104 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACTIVE MARKETING GROUP INC CENTRAL INDEX KEY: 0000886475 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 061340408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20394 FILM NUMBER: 041119709 BUSINESS ADDRESS: STREET 1: 415 NORTHERN BLVD CITY: GREAT NECK STATE: NY ZIP: 11021-4812 BUSINESS PHONE: 5164654600 MAIL ADDRESS: STREET 1: 415 NORTHERN BLVD CITY: GREAT NECK STATE: NY ZIP: 11021-4812 FORMER COMPANY: FORMER CONFORMED NAME: INMARK ENTERPRISES INC DATE OF NAME CHANGE: 19951012 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH IMAGE MEDIA INC DATE OF NAME CHANGE: 19930328 8-K 1 coactive_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2004 ---------------- COACTIVE MARKETING GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-20394 06-1340408 - ---------------------------- ----------- ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 415 Northern Blvd., Great Neck, New York 11021 -------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (516) 622-2800 -------------- 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 (see General Instruction A.2.below): [ ] 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 240.13c-4(c)) Item 2.02. Results of Operations and Financial Condition. On November 4, 2004, CoActive Marketing Group, Inc. issued a press release announcing its financial results for its second fiscal quarter ended September 30, 2004. The press release also announced that the Company may be required to restate prior and current financial statements to give effect to non-cash amortization charges associated with an intangible asset acquired in 1998. A copy of the press release is furnished as Exhibit 99 to this report. 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. Date: November 4, 2004 COACTIVE MARKETING GROUP, INC. By: /s/ DONALD A. BERNARD ---------------------------------- Donald A. Bernard, Executive Vice President and Chief Financial Officer EXHIBIT INDEX No. Description - --- ----------- Exhibit 99 Press Release dated November 4, 2004. EX-99 2 ex_99.txt EXHIBIT 99 news FINANCIAL RELATIONS BOARD COACTIVE MARKETING GROUP FINANCIAL RELATIONS BOARD - ------------------------ ------------------------- Donald A. Bernard Marilynn Meek - General, 212-445-8451 Executive Vice President Susan Garland - Analysts, 212-445-8458 & Chief Financial Officer 516-622-2830 FOR IMMEDIATE RELEASE COACTIVE MARKETING GROUP, INC. REPORTS FISCAL SECOND QUARTER 2005 FINANCIAL RESULTS Great Neck, NY, November 4, 2004 -- CoActive Marketing Group, Inc. (Nasdaq: Small Cap: CMKG), an independent full service marketing, sales promotion and interactive services company, today reported financial results for its second quarter ended September 30, 2004. Net income for the quarter was $659,826, or $0.11 per basic share and $0.10 per diluted share, compared to a net income of $11,846 or $0.00 per basic and diluted share for the comparable period last year. Sequentially, earnings advanced $0.07 from $0.03 for first quarter fiscal 2005. Sales for the second quarter of fiscal 2005 increased 40.3% to $23,223,187 compared to sales of $16,557,568 for the second quarter of 2004. Sales for the second quarter of 2005 and 2004, respectively, included $4,973,908 and $4,264,837 of reimbursable costs and expenses. Net income for the first six months of fiscal 2005 was $857,363, or $0.14 per basic share and $0.13 per diluted share, compared to a loss of $(1,292,763) or $(0.25) per basic and diluted share for the same period last year. As result of a change in accounting policy adopted in fiscal 2004, the Company recorded a non-cash charge of $2,182,814 in the first quarter of fiscal 2004, reported as a cumulative effect of a change in accounting principle for revenue recognition. Excluding this charge net income for the first six months of fiscal 2004 would have been $890,051. Sales for the first six months of fiscal 2005 were $42,626,281, compared to sales of $36,761,491 for the first six months of fiscal 2004. John Benfield, President and Chief Executive Officer commented, "Fiscal 2005 is proving to be a successful one for our Company and we are very pleased with our second quarter results, which showed marked improvement over our first quarter. We have made great strides this year and the programs that we have put in place are paying off. We are committed to organically growing our business and believe our reorganization efforts focusing on greater integration will continue to provide CoActive with the ability to accomplish this." Mr. Benfield, concluded, "We expect to report net earnings per share of between $0.07 and $0.09 for our fiscal third quarter 2005. We also remain confident that the Company will report a profitable year." The Company also indicated that it recently received a letter from the Securities and Exchange Commission stating that it appears that some portion of CoActive's goodwill balance associated with the acquisition of U.S. Concepts in 1998 should have been classified as an intangible asset separate from goodwill, subject to amortization. The Company is retaining a valuation expert to assist it in determining the amount of the intangible asset. Following such determination, the Company may, or may not, be required to restate prior and current financial statements to give effect to non-cash amortization charges. However, management cannot currently determine the amount of any potential adjustment or what the effect will be on the Company's financial statements. CoActive Marketing Group, Inc. is a full-service marketing, sales promotion, and interactive services company that develops and manages integrated marketing, sales and promotional programs at both national and local levels for consumer product companies. The programs are geared towards growing incremental sales and profits by identifying and addressing key trade, sales and consumer trends. This press release includes statements, which constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements reflect the current views of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements. Factors that could cause actual results to differ materially from the Company's expectations are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004 under "Risk Factors," including but not limited to "Outstanding Indebtedness; Security Interest," "Need for Additional Funding," "Dependence on Key Personnel," "Customers," "Unpredictable Revenue Patterns," "Competition," "Risk Associated with Acquisitions," "Expansion Risk," and "Control by Executive Officers and Directors." The Form 10-K may be obtained by accessing the database maintained by the Securities and Exchange Commission at http://www.sec.gov Financial Tables Follow CoActive Marketing Group, Inc. Consolidated Statement of Operations Three Months Ended (unaudited)
Three Months Ended Six Months Ended ------------------ ---------------- - ---------------------------------------------------------------------------------------------------------- Sept. 30, 2004 Sept. 30, 2003 Sept. 30, 2004 Sept. 30, 2003 - ---------------------------------------------------------------------------------------------------------- Sales $ 23,223,187 $ 16,557,568 $ 42,626,281 $ 36,761,491 - ---------------------------------------------------------------------------------------------------------- Operating Income 1,229,344 81,919 1,638,339 1,616,361 - ---------------------------------------------------------------------------------------------------------- Income before Provision for Income Taxes, Minority Interest in Net (Income) Loss of Consolidated Subsidiary and Cumulative Effect of Change in Accounting Principle for Revenue Recognition 1,165,514 26,519 1,517,387 1,497,660 - ---------------------------------------------------------------------------------------------------------- Provision for Income Taxes 434,402 5,872 549,745 616,882 - ---------------------------------------------------------------------------------------------------------- Net Income before Minority Interest in Net (income) Loss of Consolidated Subsidiary and Cumulative Effect of Change in Accounting Principle for Revenue Recognition 731,112 20,647 967,642 880,778 - ---------------------------------------------------------------------------------------------------------- Minority Interest Net (Income) Loss of Consolidated Subsidiary (71,286) (8,801) (110,279) 9,273 - ---------------------------------------------------------------------------------------------------------- Net Income before Cumulative Effect of Change in Accounting Principle for Revenue Recognition 659,826 11,846 857,363 890,051 - ---------------------------------------------------------------------------------------------------------- Net Income (Loss) $ 659,826 $ 11,846 $ 857,363 $ (1,292,763) - ---------------------------------------------------------------------------------------------------------- Net Income per Common Share before Cumulative Effect of Change in Accounting Principle for Revenue Recognition - ---------------------------------------------------------------------------------------------------------- Basic $ 0.11 $ 0.00 $ 0.14 $ 0.17 - ---------------------------------------------------------------------------------------------------------- Diluted $ 0.10 $ 0.00 $ 0.13 $ 0.15 - ---------------------------------------------------------------------------------------------------------- Cumulative Effect of Change in Accounting Principle for Revenue Recognition -- -- -- $ (2,182,814) - ---------------------------------------------------------------------------------------------------------- Net Income (Loss) per Common Share after Cumulative Effect of Change in Accounting Principle for Revenue Recognition - ---------------------------------------------------------------------------------------------------------- Basic $ 0.11 $ 0.00 $ 0.14 $ (0.25) - ---------------------------------------------------------------------------------------------------------- Diluted $ 0.10 $ 0.00 $ 0.13 $ (0.25) - ---------------------------------------------------------------------------------------------------------- Weighted Average Shares Outstanding - ---------------------------------------------------------------------------------------------------------- Basic 5,941,856 5,135,035 5,941,856 5,127,780 - ---------------------------------------------------------------------------------------------------------- Diluted 6,355,295 6,223,819 6,372,063 6,122,859 - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
Consolidated Balance Sheet Sept. 30, 2004 March 31, 2004 -------------- -------------- (unaudited) Total Assets $ 47,544,826 $ 40,696,697 Current Debt 2,375,000 1,875,000 Long-Term Debt 2,559,500 3,534,500 Total Liabilities 31,518,033 25,518,867 Stockholders' Equity 16,026,793 15,177,830 -----END PRIVACY-ENHANCED MESSAGE-----