SmartPros Reports First Quarter 2006 Financial Results

Company Achieves Sixth Consecutive Profitable Quarter Since Going Public in Late 2004




    Public Conference Call Scheduled for Monday, May 15, 2006 
                         at 4:15 PM ET

HAWTHORNE, N.Y., May 12, 2006 (PRIMEZONE) -- SmartPros Ltd. (AMEX:PED), a leader in the field of accredited professional education and corporate training, today reported its first quarter financial results for the three months ended March 31, 2006.

Financial highlights for the three months ended March 31, 2006 compared to the three months ended March 31, 2005:



  --  Sales of the Company's core subscription-based products 
      grew approximately 7.6% to $1.83 million, up from $1.7 
      million.
  --  Revenues were $2.53 million, representing an 11.1% decrease 
      from revenues of $2.85 million.
  --  Net income decreased 30.6% to $150,015 compared to net income 
      of $216,092.  This marked the sixth consecutive quarter of 
      profitability for SmartPros since the Company began reporting 
      as a public company in late 2004.
  --  Online sales rose 13.4% to $687,000 from $606,000.

As of March 31, 2006, the Company had approximately $6.9 million in cash and cash equivalents, working capital of $4.1 million and stockholders' equity of approximately $7.2 million.

During the first quarter of 2006, SmartPros made the following fundamental improvements that are expected to help strengthen its future financial performance and market position:



  --  Completed the acquisition of Sage Online Learning and initiated 
      the migration of its content library into SmartPros' core 
      offerings and onto its delivery platform.  Sage's library is 
      comprised of 58 nationally certified, accredited courses in the 
      areas of banking compliance, general banking, general bank 
      management, insurance, lending, retirement and estate planning, 
      and industry-related sales and services.  
  --  Completed the acquisition of Skye Multimedia, which is now 
      operating as a wholly owned subsidiary of SmartPros responsible 
      for developing custom interactive marketing and training 
      applications for CD, DVD, Internet and Learning Management 
      Systems. 
  --  Expanded Working Values' library of off-the-shelf ethics and 
      compliance training modules with the market introduction of its 
      new Integrity Toolkit -- FastTrack(tm), a collection of 
      interactive web-based tools to help organizations readily deploy 
      and update integrated ethics and compliance training programs.  
  --  In collaboration with The Network of Trial Law Firms, Inc. 
      (TRIAL.com(r)), a not-for-profit association of 27 leading trial 
      and litigation law firms, SmartPros released a new online 
      Professional Education Center and Learning Management System 
      (LMS) to support The Network's Continuing Legal Education (CLE) 
      efforts.  The system is a prototype for state-of-the-art 
      delivery of streaming video CLE in the broader legal industry. 

Allen Greene, Chairman and Chief Executive Officer of SmartPros, stated, "The first quarter of 2006 has indeed been a period of tremendous activity for SmartPros, highlighted by the completion of two strategic acquisitions. Collectively, the investments we have been making in building upon our Company's proven and profitable platform should significantly enhance our long term growth prospects and help to further strengthen SmartPros' leadership in the professional education market place."

SmartPros will host a teleconference Monday, May 15, 2006 beginning at 4:15 p.m. Eastern, and invites all interested parties to join management in a discussion regarding the Company's financial results, corporate progression and other meaningful developments. The conference call can be accessed via telephone by dialing toll free 1-800-366-7417. A replay of the call will be available on the Company's Web site approximately one hour after the live broadcast at http://ir.smartpros.com. A copy of this news announcement is immediately accessible via http://ir.smartpros.com.



        SMARTPROS LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET

                                         March 31,       December 31,
                                           2006              2005
                                        (Unaudited)       (Audited)
 ---------------------------------------------------------------------
 ASSETS
 Current Assets:

  Cash and cash equivalents            $  6,882,373    $  7,505,691
  Accounts receivable, net of 
   allowance for doubtful accounts 
   of $39,179 and $ 40,429                1,389,625         777,122

  Prepaid expenses and other current 
   assets                                   247,902         254,176
                                       ----------------------------
 Total Current Assets                  $  8,519,900    $  8,536,989
                                       ----------------------------

 Property and equipment, net                494,758         493,604
 Goodwill                                    53,434          53,434
 Other intangibles, net                   2,549,244       2,158,593
 Other Assets, including restricted 
  cash of $150,000                          204,673         150,000
                                       ----------------------------
                                          3,302,109       2,855,631
                                       ----------------------------
 Total Assets                          $ 11,822,009    $ 11,392,620
                                       ============================

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:

  Accounts payable                     $    256,619    $    228,629
  Accrued expenses                          171,889         277,159

  Current portion of capital lease 
   and equipment financing obligations       34,595          38,148
  Deferred revenue                        4,004,103       3,689,486
                                       ----------------------------
 Total Current Liabilities                4,467,206       4,233,422
                                       ----------------------------
 Long-Term Liabilities:
  Capital lease and equipment
   financing obligations                     19,085          25,992
  Other liabilities                         140,165         160,193
                                       ----------------------------
 Total Long-Term Liabilities                159,250         186,185
                                       ----------------------------
 Commitments and Contingencies
 Stockholders' Equity:
  Convertible preferred stock, $.001 par 
   value, authorized 1,000,000 shares, 
   0 shares issued and outstanding               --              --
  Common stock, $.0001 par value, 
   authorized 30,000,000 shares, 
   5,170,005 issued and 5,060,274 
   outstanding at March 31, 2006 and 
   5,145,447 issued and 5,035,716
   outstanding at December 31, 2005             517             514
  Additional paid-in capital             16,480,056      16,418,034
  Accumulated (deficit)                  (8,635,920)     (8,785,935)
                                       ----------------------------
                                          7,844,653       7,632,613
  Common stock in treasury, at cost -- 
   109,731 shares                          (384,600)       (384,600)
  Deferred compensation                     (64,500)        (75,000)
  Note receivable from stockholder         (200,000)       (200,000)
                                       ----------------------------
 Total Stockholders' Equity               7,195,553       6,973,013
                                       ----------------------------
 Total Liabilities and Stockholders' 
  Equity                               $ 11,822,009    $ 11,392,620
                                       ============================


 SMARTPROS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATION

                                               Three Months Ended

                                                   March 31,
                                          --------------------------
                                              2006           2005
                                          --------------------------

 Net Revenues                             $ 2,533,579    $ 2,848,951
 Cost of Revenues                             986,687      1,082,709
                                          --------------------------
   Gross Profit                             1,546,892      1,766,242
                                          --------------------------

 Operating Expenses:
   Selling, general and administrative      1,367,679      1,435,160
   Depreciation and amortization              148,071        141,243
                                          --------------------------
                                            1,515,750      1,576,403
                                          ---------------------------
  Operating Income                             31,142        189,839
                                          --------------------------

 Other Income (Expense):
   Interest income                             73,460         29,554
   Interest Expense                            (1,587)        (3,301)
                                          --------------------------
                                               71,873         26,253
                                          --------------------------
 Income before benefit for income taxes       103,015        216,092

 Income Taxes Benefit                         (47,000)            --
                                          --------------------------
 Net Income                               $   150,015    $   216,092
                                          ==========================

 Net Income Per Common Share:
   Basic net income per common share      $      0.03    $      0.04
                                          ==========================

   Diluted net income per common share    $      0.03    $      0.04
                                          ==========================

 Weighted Average Number of Shares
  Outstanding

   Basic                                    5,040,900      5,082,539
                                          ==========================

   Diluted                                  5,057,916      5,117,294
                                          ==========================

About SmartPros Ltd.

Founded in 1981, SmartPros Ltd. is an industry leader in the field of accredited professional education and corporate training. Its products and services are primarily focused in the accredited professional areas of corporate accounting, financial management, public accounting, governmental and not-for-profit accounting, banking, engineering, and ethics and compliance. SmartPros is a leading provider of professional education products to Fortune 500 companies, as well as the major firms and associations in each of its professional markets. SmartPros provides education and content publishing and development services in a variety of media including Web, CD-ROM and video. Our subscription libraries feature hundreds of course titles and 1,000+ hours of accredited education. SmartPros' proprietary Professional Education Center (PEC) Learning Management System (LMS) offers enterprise distribution and administration of education content and information. In addition, SmartPros produces a popular news and information portal for accounting and finance professionals that services 300,000+ visitors and 100,000+ subscribers per month. Visit: www.smartpros.com

The SmartPros logo is available at http://www.primezone.com/newsroom/prs/?pkgid=2586

Safe Harbor Statement

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements." Results reported within this press release should not be considered an indication of future performance. Except for any historical information, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including activities, events or developments that the Company expects, believes or anticipates will or may occur in the future. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in our filings with Securities and Exchange Commission.



            

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