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
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1934
For the fiscal year ended December 31, 2001 or
Transition report pursuant to Section 15(d) of the Securities Exchange Act
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of 1934
For the transition period from to
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Commission File Number 0-19598
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infoUSA Inc. 401(K) Plan
5711 South 86th Circle, Omaha, Nebraska 68127
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(Full title and address of the plan)
infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127
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(Name of issuer of the security held pursuant to the plan and the
address of its principal executive offices)
Registrant's 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 30, 2001 and 2000 and December 31, 1999
(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 30, 2001 and 2000 2
Statements of Changes in Net Assets Available for Plan Benefits for the years ended December
30, 2001 and 2000 and December 31, 1999 3
Notes to Financial Statements 4
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes 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 30, 2001 and 2000 and for the years ended, December 30,
2001 and 2000 and December 31, 1999, as listed in the accompanying table of
contents. These financial statements are the responsibility of the Plan's
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 30, 2001 and 2000, and the changes in net assets available for plan
benefits for the years ended December 30, 2001 and 2000 and December 31, 1999,
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 Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's 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
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KPMG LLP
Omaha, Nebraska
May 31, 2002
1
InfoUSA, INC. 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 30, 2001 and 2000
2001 2000
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Assets:
Investments at fair value:
Mutual funds (cost, $27,797,019 and $31,873,630 at
December 30, 2001 and 2000, respectively) $30,038,994 30,465,980
infoUSA common stock (cost, $3,867,362 and $3,310,885 at
December 30, 2001 and 2000, respectively) 4,848,663 2,092,439
Participant loans 563,457 257,941
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Total investments 35,451,114 32,816,360
Receivables:
Employer contribution 47,344 136,549
Participant contributions 122,471 322,616
Accrued interest -- 1,620
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Total assets 35,620,929 33,277,145
Liabilities:
Accrued administrative expenses 5,000 33,946
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Net assets available for plan benefits $35,615,929 33,243,199
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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 30, 2001 and 2000 and December 31, 1999
2001 2000 1999
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Additions to net assets attributed to:
Investment income:
Dividend income $ 1,170,596 2,963,324 1,831,455
Interest income 27,508 45,381 63,803
Net appreciation (depreciation) in fair value of investments 645,997 (4,296,618) 1,184,250
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Total investment income (loss) 1,844,101 (1,287,913) 3,079,508
Contributions:
Participants 4,492,322 5,165,585 3,529,171
Employer cash contribution 844,633 -- 333,556
Employer stock contribution 875,741 2,252,592 638,033
Rollover from Donnelley Marketing, Inc. -- 2,122,280 15,747,205
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Total contributions 6,212,696 9,540,457 20,247,965
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Total additions 8,056,797 8,252,544 23,327,473
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Deductions from net assets attributed to:
Benefits paid to participants 5,611,031 5,229,737 2,943,601
Administrative fees 73,036 100,150 75,617
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Total deductions 5,684,067 5,329,887 3,019,218
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Net increase 2,372,730 2,922,657 20,308,255
Net assets available for plan benefits:
Beginning of year 33,243,199 30,320,542 10,012,287
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End of year $35,615,929 33,243,199 30,320,542
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See accompanying notes to financial statements.
3
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2001 and 2000 and December 31, 1999
(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 Plan's 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.
(b) CONTRIBUTIONS
Participants may elect to contribute up to 15% of their pre-tax
annual compensation, not to exceed limits set by the Secretary of
the Treasury. The Company makes matching contributions of 50% of
the first 6% of participant contributions; prior to January 1,
2000, the Company made matching contributions of 50% of the first
3% of participant contributions. Effective May 1, 1999, the
Company's matching contribution is in the form of Company common
stock. 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. The Company also contributes to the Plan a
percentage of employees' salaries based on years of service to the
Company to former Donnelley employees who qualified for this
benefit prior to the Plan merger, which discontinued July 1, 2001.
(c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution, the Company's 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 participant's 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.
4
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2001 and 2000 and December 31, 1999
(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 participant's account and bear
interest at rates that range from 6.0% to 9.5% at December 30,
2001. 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 30, 2001 and 2000 and
December 31,1999, were $14,489, $78,057, and $83,985,
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.
5
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2001 and 2000 and December 31, 1999
(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.
(3) INVESTMENTS
The following table represents the fair value of individual investments
which exceed 5% of the Plan's net assets at December 30, 2001 and 2000:
2001 2000
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Fidelity Contrafund, $ -- 6,832,039
Fidelity Intermediate Bond Fund, -- 1,911,220
Fidelity Retirement Money Market, -- 2,135,826
Fidelity Low-priced Stock, -- 2,853,645
Fidelity Equity Income II, -- 4,432,989
Fidelity Spartan U.S. Equity Index, -- 4,757,813
Fidelity Dividend Growth, -- 4,826,186
infoUSA Inc. Common Stock, 4,848,663 2,092,439
TRP Summit Cash Reserves 2,565,126 --
PIMCO Total Return Fund 2,783,871 --
TRP Equity Income Fund 6,979,934 --
TRP Equity Index 500 Fund 4,275,366 --
TRP Growth Stock Fund 8,361,375 --
Brinson Small Cap Growth Fund 3,644,698 --
During 2001, 2000, and 1999, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated (depreciated) in value by $645,997, $(4,296,618), and
$1,184,250 as follows:
2001 2000 1999
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Registered investment companies $(1,246,817) (2,030,507) 400,948
infoUSA Inc. common stock, 1,892,814 (2,266,111) 783,302
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$ 645,997 (4,296,618) 1,184,250
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6
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2001 and 2000 and December 31, 1999
(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:
2001 2000
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Net asset available for plan benefits
per the financial statements $ 35,615,929 33,243,199
Benefit claims payable included on Form 5500 (72,745) (365,580)
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Net assets available for plan
benefits per the Form 5500 $ 35,543,184 32,877,619
============ ============
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 $ 35,615,929
Add benefit claims payable at December 31, 2001 72,745
Less benefit claims payable at December 31, 2000 (365,580)
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Benefits paid to participants per the Form 5500 $ 35,323,094
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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 Plan's Trustees. As these transactions are
with the Trustees, they qualify as related-party. Fees paid by the Plan
for the investment management services for the years ended December 30,
2001 and 2000 and December 31, 1999 amounted to approximately $41,000,
$100,000, and $76,000 respectively.
7
SCHEDULE
InfoUSA, INC. 401(k) PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 30, 2001
(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
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Participant directed:
* T. Rowe Price Funds Cash reserves $ 2,565,126 $ 2,565,126
Pimco Funds Total return fund 2,909,850 2,783,871
* T. Rowe Price Funds Equity income fund 6,605,554 6,979,934
* T. Rowe Price Funds Growth stock fund 7,395,349 8,361,375
* T. Rowe Price Funds Equity index 500 fund 3,854,689 4,275,366
Brinson Funds Small cap growth fund 3,127,208 3,644,698
Artisan Funds Foreign stock 977,168 1,057,268
* T. Rowe Price Funds Emerging markets stock fund 12,762 13,832
* T. Rowe Price Funds High yield fund 15,633 15,555
* T. Rowe Price Funds International bond fund 14,997 14,594
* T. Rowe Price Funds Small-cap value fund 217,456 228,971
* T. Rowe Price Funds U.S. treasury long-term fund 101,227 98,405
* Company stock infoUSA Inc. common stock 3,867,362 4,848,662
* Participant loans Various maturity dates with
rates from 6.0-9.5% 563,457 563,457
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$32,227,838 $35,451,114
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* 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, 2002 /s/ STORMY L. DEAN
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Stormy L. Dean, Chief Financial Officer
(principal financial officer)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Independent Accountants, filed herewith.