UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
(X) | Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 | |
For the fiscal year ended December 31, 2002 or | ||
( ) | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 | |
For the transition period from to |
Commission File Number 0-19598
infoUSA Inc. 401(K) Plan
infoUSA Inc.
Registrants telephone number, including area code (402) 593-4500
Notices and communications from the Securities and Exchange
Commission relative to this report should be forwarded to:
Stormy L. Dean
Chief Financial Officer
infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127
infoUSA, INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and December 30, 2001 and 2000
(With Independent Auditors Reports Thereon)
infoUSA, INC. 401(k) PLAN
Table of Contents
Page | ||||
Independent Auditors Report |
1 | |||
Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and
December 30, 2001 |
2 | |||
Statements of Changes in Net Assets Available for Plan Benefits for the years ended
December 31, 2002 and December 30, 2001 and 2000 |
3 | |||
Notes to Financial Statements |
4 | |||
Supplemental Schedule: |
||||
Schedule H, line 4i Schedule of Assets (Held at End of Year) |
8 |
Independent Auditors Report
The Plan Trustees
infoUSA, Inc. 401(k) Plan:
We have audited the financial statements of the infoUSA, Inc. 401(k) Plan (the Plan) as of December 31, 2002 and December 30, 2001, and for the years ended December 31, 2002 and December 30, 2001 and 2000, as listed in the accompanying table of contents. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2002 and December 30, 2001, and the changes in net assets available for plan benefits for the years ended December 31, 2002 and December 30, 2001 and 2000, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP KPMG LLP |
June 10, 2003
Omaha, Nebraska
infoUSA, INC. 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and December 30, 2001
2002 | 2001 | ||||||||||
Assets: |
|||||||||||
Investments at fair value: |
|||||||||||
Mutual funds |
$ | 28,498,288 | 30,038,994 | ||||||||
infoUSA common stock |
4,007,894 | 4,848,663 | |||||||||
Participant loans |
812,480 | 563,457 | |||||||||
Total investments |
33,318,662 | 35,451,114 | |||||||||
Receivables: |
|||||||||||
Employer contribution |
| 47,344 | |||||||||
Participant contributions |
| 122,471 | |||||||||
Total assets |
33,318,662 | 35,620,929 | |||||||||
Liabilities: |
|||||||||||
Accrued administrative expenses |
12,018 | 5,000 | |||||||||
Net assets available for plan benefits |
$ | 33,306,644 | 35,615,929 | ||||||||
See accompanying notes to financial statements.
2
infoUSA, INC. 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2002 and December 30, 2001 and 2000
2002 | 2001 | 2000 | |||||||||||||
Additions to net assets attributed to: |
|||||||||||||||
Investment income: |
|||||||||||||||
Dividend income |
$ | 664,078 | 1,170,596 | 2,963,324 | |||||||||||
Interest income |
50,393 | 27,508 | 45,381 | ||||||||||||
Net appreciation (depreciation) in fair value
of investments |
(6,217,212 | ) | 645,997 | (4,296,618 | ) | ||||||||||
Total investment income (loss) |
(5,502,741 | ) | 1,844,101 | (1,287,913 | ) | ||||||||||
Contributions: |
|||||||||||||||
Participants |
4,878,307 | 4,492,322 | 5,165,585 | ||||||||||||
Employer cash contribution |
978,522 | 844,633 | | ||||||||||||
Employer stock contribution |
516,851 | 875,741 | 2,252,592 | ||||||||||||
Rollover from Donnelley Marketing, Inc. |
| | 2,122,280 | ||||||||||||
Total contributions |
6,373,680 | 6,212,696 | 9,540,457 | ||||||||||||
Total additions |
870,939 | 8,056,797 | 8,252,544 | ||||||||||||
Deductions from net assets attributed to: |
|||||||||||||||
Benefits paid to participants |
3,104,951 | 5,611,031 | 5,229,737 | ||||||||||||
Administrative fees |
75,273 | 73,036 | 100,150 | ||||||||||||
Total deductions |
3,180,224 | 5,684,067 | 5,329,887 | ||||||||||||
Net increase (decrease) |
(2,309,285 | ) | 2,372,730 | 2,922,657 | |||||||||||
Net assets available for plan benefits: |
|||||||||||||||
Beginning of year |
35,615,929 | 33,243,199 | 30,320,542 | ||||||||||||
End of year |
$ | 33,306,644 | 35,615,929 | 33,243,199 | |||||||||||
See accompanying notes to financial statements
3
infoUSA, INC. 401(k) PLAN
Notes to Financial Statements
(1) Description of Plan
The following description of the infoUSA, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plans provisions. |
(a) General |
The Plan is a defined contribution plan covering employees of infoUSA, Inc. (the Company) who have been employed by the Company for any consecutive 6-month period and have attained age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan believes they are in compliance with such provisions. Assets from the First Data Corporation Incentive Savings Plan attributable to certain employees of Donnelley Marketing, Inc. (Donnelley) totaling approximately $15.7 million were rolled over into the Plan October 15, 1999, with an additional approximately $2.1 million rolled over in 2000. The assets associated with these transfers and business changes were rolled into the available investment options of the Plan at the respective transfer dates. During 2002, the Company changed the Plans year-end from December 30 to December 31 to be the same as the Companys fiscal year-end. |
(b) Contributions |
During 2002, participants could elect to contribute up to 15% of their pre-tax annual compensation, not to exceed limits set by the Secretary of the Treasury. Effective December 31, 2002, participants can elect to contribute up to 100% of their annual compensation less applicable payroll taxes and other withholdings, not to exceed regulatory limits. The Company makes matching contributions of 50% of the first 6% of participant contributions. On February 14, 2001, this was amended so that the annual matching contribution to the Plan may be in the form of Company common stock or cash. |
(c) Participant Accounts |
Each participants account is credited with the participants contribution, the Companys matching contribution, and an allocation of plan earnings based on balances in their account. All contributions are directed by the participants into the various investment options offered. Effective for the first quarter of 2001, the fees charged by the Trustee are paid from the Plan participants accounts, rather than from forfeitures. The benefit to which a participant is entitled is the benefit that can be provided from the participants account. |
(d) Vesting |
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100% vested after five years of credited service. |
(e) Participant Loans |
Effective February 1, 2001, the Plan determined loans will be allowed subject to a $1,000 minimum amount and will be granted for any purpose. In addition, the Plan assumed loans that were transferred in conjunction with plan mergers. These loans are secured by the balance in the |
4
participants account and bear interest at rates that range from 5.25% to 9.5% at December 31, 2002. Principal and interest is paid ratably through payroll deductions. Loans are considered in default 90 days following the last payment for the loan. At the time of default, they are considered a distribution of the Plan. |
(f) Payment of Benefits |
Upon termination of service, a participant will receive a lump sum amount equal to the value of his or her account, subject to mandatory Federal income tax withholding, unless the participant rolls over the distribution into another qualified plan. |
(g) Forfeitures |
Nonvested portions of terminated participants accounts are forfeited. Forfeitures are applied against future Company contributions. Forfeitures as of December 31, 2002, and December 30, 2001 and 2000, were $101,335, $14,489, and $78,057, respectively. |
(2) Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed in the preparation of these financial statements. |
(a) Basis of Presentation |
The accompanying financial statements have been prepared on an accrual basis and present the net assets available for benefits and changes in those net assets. |
(b) Investments |
All Plan investments are held by T. Rowe Price (the Trustee) and are stated at fair value. Purchases and sales of securities are recorded on a trade-date basis. Quoted market prices are used to determine fair value of investments. Interest income is recorded as earned on an accrual basis and dividend income is recorded on the ex-dividend date. |
(c) Payment of Benefits |
Benefits are recorded when paid. |
(d) Administrative Expenses |
Certain administrative expenses are paid by the Company. The Plan is responsible for administrative fees relating to certain recordkeeping expenses. |
(e) Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
5
(3) Investments
The following table represents the fair value of individual investments, which exceed 5% of the Plans net assets at December 31, 2002 and December 30, 2001: |
2002 | 2001 | |||||||
infoUSA Inc. Common Stock |
$ | 4,007,894 | 4,848,663 | |||||
TRP Summit Cash Reserves |
3,041,471 | 2,565,126 | ||||||
PIMCO Total Return Fund |
3,500,483 | 2,783,871 | ||||||
TRP Equity Income Fund |
6,201,519 | 6,979,934 | ||||||
TRP Equity Index 500 Fund |
3,660,613 | 4,275,366 | ||||||
TRP Growth Stock Fund |
6,468,527 | 8,361,375 | ||||||
Brinson Small Cap Growth Fund |
2,607,783 | 3,644,698 |
During 2002, 2001, and 2000, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $(6,217,212), $645,997, and $(4,296,618) as follows: |
2002 | 2001 | 2000 | ||||||||||
Registered investment companies |
$ | (5,332,295 | ) | (1,246,817 | ) | (2,030,507 | ) | |||||
infoUSA Inc. common stock |
(884,917 | ) | 1,892,814 | (2,266,111 | ) | |||||||
$ | (6,217,212 | ) | 645,997 | (4,296,618 | ) | |||||||
(4) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: |
2002 | 2000 | ||||||||
Net asset available for plan benefits per the
financial statements |
$ | 33,306,644 | 35,615,929 | ||||||
Benefit claims payable included on Form 5500 |
| (72,745 | ) | ||||||
Net assets available for plan benefits per the
Form 5500 |
$ | 33,306,644 | 35,543,184 | ||||||
6
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: |
Benefits paid to participants per the financial statements | $ | 3,104,951 | |||
Add benefit claims payable at December 31, 2002 |
| ||||
Less benefit claims payable at December 31, 2001 |
(72,745 | ) | |||
Benefits paid to participants per the Form 5500 |
$ | 3,032,206 | |||
Benefit claims payable are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. |
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. |
(6) Tax Status
The Internal Revenue Service has determined and informed the Company that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. |
(7) Related Party Transactions
The Plan invests in various funds managed by T. Rowe Price and Fidelity Management Trust Company, the Plans Trustees. T. Rowe Price has been the sole trustee of the Plan since 2001. As these transactions are with the Trustees, they qualify as a related party. Fees paid by the Plan for the investment management services for the years ended December 31, 2002, and December 30, 2001 and 2000 amounted to approximately $42,000, $41,000, and $100,000, respectively. |
7
Schedule
infoUSA, INC. 401(k) PLAN
Schedule H, line 4i Schedule of Assets (Held at End of Year)
December 31, 2002
(c) | ||||||||||||||||
Description of investment | ||||||||||||||||
(b) | including maturity date, rate | (e) | ||||||||||||||
Identity of issue, borrower, | of investment, collateral, par, | (d) | Current | |||||||||||||
(a) | lessor, or similar party | or maturity value | Cost | value | ||||||||||||
Participant directed: | ||||||||||||||||
* |
T. Rowe Price Funds | Cash reserves | $ | 3,041,471 | 3,041,471 | |||||||||||
Pimco Funds | Total return fund | 3,543,915 | 3,500,483 | |||||||||||||
* |
T. Rowe Price Funds | Equity income fund | 7,032,886 | 6,201,519 | ||||||||||||
* |
T. Rowe Price Funds | Growth stock fund | 7,501,528 | 6,468,527 | ||||||||||||
* |
T. Rowe Price Funds | Equity index 500 fund | 4,327,802 | 3,660,613 | ||||||||||||
Brinson Funds | Small cap growth fund | 2,810,679 | 2,607,783 | |||||||||||||
Artisan Funds | International stock fund | 1,138,743 | 995,363 | |||||||||||||
* |
T. Rowe Price Funds | Emerging markets stock fund | 116,442 | 106,215 | ||||||||||||
* |
T. Rowe Price Funds | High yield fund | 94,052 | 90,145 | ||||||||||||
* |
T. Rowe Price Funds | International bond fund | 197,157 | 214,042 | ||||||||||||
* |
T. Rowe Price Funds | Small-cap value fund | 939,984 | 895,257 | ||||||||||||
* |
T. Rowe Price Funds | U.S. treasury long-term fund | 694,586 | 716,870 | ||||||||||||
* |
Company stock | infoUSA Inc. common stock | 4,055,949 | 4,007,894 | ||||||||||||
* |
Participant loans | Various maturity dates with | ||||||||||||||
rates from 5.25% 9.5% | | 812,480 | ||||||||||||||
$ | 35,495,194 | 33,318,662 | ||||||||||||||
* | Represents party-in-interest. |
See accompanying independent auditors report.
8
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.
infoUSA INC. | ||
Date: June 28, 2003 |
/s/ STORMY L. DEAN Stormy L. Dean, Chief Financial Officer (principal financial officer) |
9
INDEX TO EXHIBITS
EXHIBIT | ||
NUMBER | DESCRIPTION | |
23.1 | Consent of Independent Accountants, filed herewith. |