EXHIBIT 99.1
infoGROUP Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
On March 31, 2009,infoGROUP Inc. (the “Company”) and its wholly-owned subsidiary, Opinion Research Corporation (“Opinion Research”), completed the sale of Macro International, Inc. (“Macro”), which was wholly owned by Opinion Research, to ICF International, Inc. (“ICF International”). The sale was completed pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) with ICF International and ICF Consulting Group, Inc., a wholly owned subsidiary of ICF International (“ICF Consulting”) (collectively with ICF International to be referred to as “ICF”). All of the parties to the Purchase Agreement are incorporated in Delaware. Pursuant to the Purchase Agreement, ICF Consulting purchased 100% of the issued and outstanding stock of Macro.
Under the terms of the Purchase Agreement, ICF paid an aggregate purchase price of approximately $155 million in exchange for all of the shares of common stock of Macro, subject to a dollar-for-dollar working capital adjustment that will either increase or decrease the purchase price depending upon whether the final working capital amount is more or less than $20 million. The after-tax loss from the sale is approximately $8.8 million.
The following unaudited pro forma condensed consolidated financial statements ofinfoGROUP Inc. include adjustments to the Company’s historical financial statements to reflect the disposition of Macro. The historical financial information ofinfoGROUP Inc. was derived from the historical audited consolidated financial statements ofinfoGROUP Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2008. The unaudited pro forma condensed statements of operations were prepared as if the disposition occurred on January 1, 2008, and the unaudited pro forma condensed consolidated balance sheet assumes that the disposition occurred as of December 31, 2008.
The unaudited pro forma statements presented do not purport to represent what the results of operations or financial position ofinfoGROUP Inc. would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position ofinfoGROUP Inc. for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company.
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infoGROUP Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2008
(unaudited)
| | | | | | | | | | | | | |
| | | | | | | Disposition of | | | | |
| | | As Originally | | | Macro | | | | |
| | | Reported (a) | | | International (b) | | | Pro Forma | |
| | | (in thousands, except per share amounts) | |
| Net Sales | | $ | 738,270 | | | $ | (149,584 | ) | | $ | 588,686 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Cost of goods and services | | | 311,653 | | | | (108,600 | ) | | | 203,053 | |
| Selling, general and administrative | | | 356,520 | | | | (22,059 | ) | | | 334,461 | |
| Depreciation and amortization of operating assets | | | 24,389 | | | | (3,037 | ) | | | 21,352 | |
| Amortization of intangible assets | | | 17,524 | | | | (4,660 | ) | | | 12,864 | |
| | | | | | | | | | |
| Total operating costs and expenses | | | 710,086 | | | | (138,356 | ) | | | 571,730 | |
| | | | | | | | | | | | | |
| Operating income | | | 28,184 | | | | (11,228 | ) | | | 16,956 | |
| | | | | | | | | | | | | |
| Other income (expense): | | | (17,917 | ) | | | (63 | ) | | | (17,980 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Income before income taxes | | | 10,267 | | | | (11,291 | ) | | | (1,024 | ) |
| | | | | | | | | | | | | |
| Income tax expense | | | 5,456 | | | | (4,419 | ) | | | 1,037 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income | | $ | 4,811 | | | $ | (6,872 | ) | | $ | (2,061 | ) |
| | | | | | | | | | | | | |
| Basic Earnings Per Share | | $ | 0.08 | | | $ | (0.12 | ) | | $ | (0.04 | ) |
| Basic weighted average shares outstanding | | | 56,760 | | | | 56,760 | | | | 56,760 | |
| | | | | | | | | | | | | |
| Diluted earnings per share | | $ | 0.08 | | | $ | (0.12 | ) | | $ | (0.04 | ) |
| Diluted weighted average shares outstanding | | | 56,774 | | | | 56,774 | | | | 56,774 | |
| | |
| (a) | | Amounts as originally reported by infoGROUP in its Annual Report on Form 10-K for the year ended December 31, 2008. |
| |
| (b) | | Represents the results of operations of Macro International for the period. |
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infoGROUP Inc. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheets
At December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | |
| | | | | | | Disposition of | | | | | | | |
| | | As Originally | | | Macro | | | Pro Forma | | | | |
| | | Reported(a) | | | International | (b) | | Adjustments | (c) | | Pro Forma | |
| | | (in thousands, except per share amounts) | |
ASSETS
|
| Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 4,818 | | | $ | (127 | ) | | $ | 48,235 | (d) | | $ | 52,926 | |
| Trade accounts receivable | | | 74,569 | | | | (18,539 | ) | | | — | | | | 56,030 | |
| List brokerage accounts receivable | | | 86,841 | | | | — | | | | — | | | | 86,841 | |
| Unbilled services | | | 27,471 | | | | (16,352 | ) | | | — | | | | 11,119 | |
| Prepaid assets and other current assets | | | 27,342 | | | | (1,113 | ) | | | 1,989 | (e) | | | 28,218 | |
| | | | | | | | | | | | | |
| Total current assets | | | 221,041 | | | | (36,131 | ) | | | 50,224 | | | | 235,134 | |
| | | | | | | | | | | | | |
| Property and equipment, net | | | 65,108 | | | | (5,873 | ) | | | — | | | | 59,235 | |
| Goodwill | | | 418,476 | | | | (65,498 | ) | | | — | | | | 352,978 | |
| Intangible assets, net | | | 108,153 | | | | (38,203 | ) | | | 1,085 | (f) | | | 71,035 | |
| Other assets | | | 2,505 | | | | — | | | | 10,000 | (g) | | | 12,505 | |
| | | | | | | | | | | | | |
| | | $ | 815,283 | | | $ | (145,705 | ) | | $ | 61,309 | | | $ | 730,887 | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| Current liabilities: | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | 2,899 | | | $ | — | | | $ | — | | | $ | 2,899 | |
| Accounts payable | | | 33,426 | | | | (3,857 | ) | | | 999 | (h) | | | 30,568 | |
| List brokerage trade accounts payable | | | 79,827 | | | | — | | | | — | | | | 79,827 | |
| Other accrued liabilities | | | 120,138 | | | | (13,506 | ) | | | 48,045 | (i) | | | 154,677 | |
| | | | | | | | | | | | | |
| Total current liabilities | | | 236,290 | | | | (17,363 | ) | | | 49,044 | | | | 267,971 | |
| | | | | | | | | | | | | |
| Long-term debt, net of current portion | | | 297,745 | | | | — | | | | (92,680) | (j) | | | 205,065 | |
| Other noncurrent liabilities | | | 32,375 | | | | (1,189 | ) | | | (13,446) | (k) | | | 17,740 | |
| | | | | | | | | | | | | |
| Stockholders’ equity | | | 248,873 | | | | — | | | | (8,762) | (l) | | | 240,111 | |
| | | | | | | | | | | | | |
| | | $ | 815,283 | | | $ | (18,552 | ) | | $ | (65,844 | ) | | $ | 730,887 | |
| | | | | | | | | | | | | |
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| | |
| (a) | | Amounts as originally reported byinfoGROUP in its Annual Report on Form 10-K for the year ended December 31, 2008. |
| |
| (b) | | Represents the results of operations of Macro International for the period. |
| |
| (c) | | The pro forma adjustments resulting from the sale of Macro International assume that the sale occurred on December 31, 2008. As a result, final amounts will likely vary from this presentation of pro forma adjustments. The final gain / loss of this transaction will be based on the closing balance sheet at March 31, 2009. |
| |
| (d) | | Represents the net cash proceeds from the sale of Macro International assuming the transaction had occurred on December 31, 2008. The pro forma proceeds shown are comprised of purchase price of $155.0 million, less loan repayment of $92.7 million, less escrow payments of $13.0 million, less transaction costs related to the amendment of the credit facility of $1.1 million. |
| |
| (e) | | Represents an estimate of $3.0 million for proceeds to be released from the Escrow account, according to the Escrow Agreement within the Stock Purchase Agreement, at the end of the claims period for the Working Capital adjustment, net of any claims against Escrow. This is offset by a decrease of $1.0 million to the current portion of deferred income tax liability associated with the sale of Macro International. |
| |
| (f) | | Represents transaction costs incurred and capitalized associated with the amendment of the Company’s Credit Facility. |
| |
| (g) | | Represents an estimate of $10.0 million for proceeds to be released from the Escrow account according to the Escrow Agreements within the Stock Purchase Agreement, at the end of the claims period for indemnity claims, net of any claims against Escrow. |
| |
| (h) | | Represents an accrual for selling costs associated with the sale of Macro International. |
| |
| (i) | | Represents an accrual to income taxes payable of $48.0 million, based on taxable income of $118.0 million for Macro International as of December 31, 2008. |
| |
| (j) | | Represents the loan repayment of $92.7 million as a result of receiving proceeds from the sale of Macro International of $155.0 million, less escrow payments totaling $13.0 million, less transaction expenses related to the amendment of the credit facility of $1.1 million, less estimated income taxes of $48.2 million. |
| |
| (k) | | Represents a decrease to the noncurrent portion of deferred income tax liability of $13.4 million associated with the sale of Macro International. |
| |
| (l) | | Represents the estimated after-tax loss of $8.8 million as part of the sale of Macro International as follows: |
| | | | | |
| Gross Proceeds | | $ | 155,000 | |
| Less: | | | | |
| Estimated selling costs | | | 999 | |
| Net assets of Macro International | | | 127,153 | |
| Estimated income tax expense | | | 35,610 | |
| | | | |
| Pro Forma Loss on Sale | | $ | (8,762 | ) |
| | | | |
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