1
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, 2000 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
2
INFOUSA, INC. 401(k) PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Reports 1
Statements of Net Assets Available for Plan Benefits as of
December 30, 2000 and December 31, 1999 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 30, 2000 and December 31, 1999 and 1998 3
Notes to Financial Statements 4
Schedule of Assets Held for Investment Purposes at End of Year 10
3
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, 2000 and December 31, 1999 and for the years
ended December 30, 2000 and December 31, 1999 and 1998, 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, 2000 and December 31, 1999, and the changes in net
assets available for plan benefits for the years ended December 30, 2000
and December 31, 1999 and 1998, 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.
KPMG
May 25, 2001
1
4
INFOUSA, INC. 401(K) PLAN
Statements of Net Assets Available for Plan Benefits
December 30, 2000 and December 31, 1999
2000 1999
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Assets:
Investments at fair value:
Mutual funds (cost, $31,873,630 and $27,180,486 at $30,465,980 28,084,447
December 30, 2000 and December 31, 1999, respectively)
infoUSA common stock (cost, $3,310,885 and $718,730 at
December 30, 2000 and December 31, 1999, respectively) 2,092,439 1,446,643
Participant loans 257,941 412,914
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Total investments 32,816,360 29,944,004
Receivables:
Employer contribution 136,549 147,216
Participant contributions 322,616 268,003
Accrued interest 1,620 2,958
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Total assets 33,277,145 30,362,181
Liabilities -
Accrued administrative expenses 33,946 41,639
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Net assets available for Plan benefits $33,243,199 30,320,542
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See accompanying notes to financial statements.
2
5
INFOUSA, INC. 401(K) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 30, 2000 and December 31, 1999 and 1998
2000 1999 1998
------------ ------------ ------------
Additions to net assets attributed to:
Investment income:
Dividend income $ 2,963,324 1,831,455 514,920
Interest income 45,381 63,803 422
Net appreciation (depreciation) in fair value of investments (4,296,618) 1,184,250 592,410
------------ ------------ ------------
Total investment income (loss) (1,287,913) 3,079,508 1,107,752
------------ ------------ ------------
Contributions:
Participants 5,165,585 3,529,171 2,285,563
Employer cash contribution -- 333,556 447,282
Employer stock contribution 2,252,592 638,033 --
Rollover from Walter Karl, Inc. -- -- 2,406,758
Rollover from Donnelley Marketing, Inc. 2,122,280 15,747,205 --
------------ ------------ ------------
Total contributions 9,540,457 20,247,965 5,139,603
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Total additions 8,252,544 23,327,473 6,247,355
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Deductions from net assets attributed to:
Benefits paid to participants 5,229,737 2,943,601 859,587
Administrative fees 100,150 75,617 7,754
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Total deductions 5,329,887 3,019,218 867,341
------------ ------------ ------------
Net increase 2,922,657 20,308,255 5,380,014
Net assets available for Plan benefits:
Beginning of year 30,320,542 10,012,287 4,632,273
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End of year $ 33,243,199 30,320,542 10,012,287
============ ============ ============
See accompanying notes to financial statements.
3
6
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
(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.
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, are employed by the Company on the last day
of the Plan year, 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 totaling approximately $2.4 million from the Walter Karl, Inc.
401(k) Plan were merged with the Plan on December 1, 1998. Assets from
the First Data Corporation Incentive Savings Plan attributable to
certain employees of Donnelley Marketing, Inc. (Donnelley) totaling
approximately $15.7 million were trolled 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.
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. 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.
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. Other than the Company
common stock, all contributions are directed by the participants into
the various investment options offered. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
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 (Continued)
7
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
PARTICIPANT LOANS
The Plan does not allow for participants to borrow from their fund
accounts; however, 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 7%
to 9.5% at December 30, 2000. Principal and interest is paid ratably
through payroll deductions.
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.
FORFEITURES
Nonvested portions of terminated participants' accounts are forfeited.
Forfeitures are applied against future Company contributions or
administrative expenses. Forfeitures as of December 30, 2000 and
December 31, 1999 and 1998, were $78,057, $83,985, and $42,795,
respectively.
INVESTMENT OPTIONS
Upon enrollment participants may direct their funds into the following
investment options:
o infoUSA, Inc. Common Stock Fund - invests in infoUSA common stock.
o Contrafund - Invests primarily in common stocks and securities
convertible into common stocks.
o Intermediate Bond Fund - Invests in fixed income obligations of
companies and the U. S. Government.
o Puritan - Invests in a broadly diversified portfolio of
high-yielding equity and debt securities.
o Retirement Money Market - Invests in short-term corporate
obligations, U. S. Government obligations, and certificates of
deposit.
o Low-priced Stock - Invests in U. S. and foreign stocks.
o Equity Income II - Invests in income-producing domestic and
foreign equity securities.
o Spartan U. S. Equity Index - Invests in common stocks of companies
and seeks a total return which corresponds to that of the Standard
& Poor's 500 Index.
o Diversified International Equity - Invests mainly in equity
securities of foreign companies that pay current dividends and
show potential for capital appreciation.
o Dividend Growth - Invests mainly in equity securities of companies
that have the potential for dividend growth.
5 (Continued)
8
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
Prior to 1999, participants could also elect to contribute to the
following fund. This fund was discontinued in 1999.
o Asset Manager Growth - Invests in foreign and domestic equity
securities, bonds and short-term instruments.
Participants may redirect their funds on a daily basis. The minimum
transfer between funds is the lessor of $250 or 100% of the account
balance in the fund. If the transfer is less that $250, it may only be
transferred to one fund.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
in the preparation of these financial statements.
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.
INVESTMENTS
All Plan investments are held by Fidelity Management Trust Company (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.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES
Certain administrative expenses are paid by the Company. The Plan is
responsible for administrative fees relating to certain recordkeeping.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
6 (Continued)
9
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
(3) INVESTMENTS
The following table represents the fair value of individual investments
which exceed 5% of the Plan's net assets at December 30, 2000 and
December 31, 1999:
2000 1999
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Fidelity Contrafund,
138,947 shares (108,291 in 1999) $6,832,039 6,499,620
Fidelity Intermediate Bond Fund,
190,361 shares (182,650 in 1999) 1,911,220 1,782,663
Fidelity Retirement Money Market,
2,135,826 shares (2,806,029 in 1999) 2,135,826 2,806,029
Fidelity Low-priced Stock,
123,428 shares (90,538 in 1999) 2,853,645 2,049,769
Fidelity Equity Income II,
185,792 shares (141,415 in 1999) 4,432,989 3,870,530
Fidelity Spartan U. S. Equity Index,
101,641 shares (85,505 in 1999) 4,757,813 4,453,945
Fidelity Dividend Growth,
161,088 shares (139,856 in 1999) 4,826,186 4,054,429
infoUSA Inc. Common Stock,
450,708 shares (77,982 in 1999) 2,092,439 1,446,643
During 2000, 1999, and 1998, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value as follows:
Net Net Net
Appreciation Appreciation Appreciation
(Depreciation) (Depreciation) (Depreciation)
Fair Value in Fair Value Fair Value in Fair Value Fair Value in Fair Value
----------- -------------- ----------- -------------- ---------- --------------
2000 1999 1998
----------------------------- ----------------------------- --------------------------
Fidelity Contrafund $ 6,832,039 (1,340,936) 6,499,620 132,361 3,014,664 443,912
Fidelity Intermediate Bond Fund 1,911,220 50,818 1,782,663 (72,653) 1,094,543 8,691
Fidelity Puritan 1,458,173 (3,944) 1,373,575 (27,915) 202,732 -1,671
Fidelity Retirement Money Market 2,135,826 -- 2,806,029 -- 2,693,326 0
Fidelity Low-priced Stock 2,853,645 48,494 2,049,769 40,445 636,584 -61,446
Fidelity Equity Income II 4,432,989 (489,823) 3,870,530 (344,082) 1,516,317 115,932
Fidelity Spartan U.S. Equity Index 4,757,813 (507,692) 4,453,945 348,503 333,802 28,905
Fidelity Diversified International
Equity 1,258,089 (206,310) 1,193,887 244,007 113,502 -2,000
Fidelity Dividend Growth 4,826,186 183,282 4,054,429 74,964 59,269 3,301
Fidelity Asset Manager Growth -- -- -- 5,319 37,009 -3,121
Fidelity Asset Manager 0 -- -- -- 0 59,907
infoUSA Inc. Common Stock 2,092,439 (2,030,507) 1,446,643 783,302 0 0
----------- ----------- ----------- ----------- ---------- --------
32,558,419 (4,296,618) 29,531,090 1,184,251 9,701,748 592,410
=========== =========== =========== =========== ========== ========
7 (Continued)
10
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
(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:
2000 1999
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Net assets available for Plan benefits
per the financial statements $ 33,243,199 30,320,542
Benefit claims payable included on Form 5500 (365,580) (116,782)
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Net assets available for Plan benefits
per the Form 5500 $ 32,877,619 30,203,760
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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 $ 5,229,737
Add benefit claims payable at December 31, 2000 365,580
Less benefit claims payable at December 31, 1999 (116,782)
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Benefits paid to participants per the Form 5500 $ 5,478,535
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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 30,
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.
8 (Continued)
11
INFOUSA, INC. 401(K) PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999 and 1998
(7) SUBSEQUENT EVENTS
A Plan addendum was signed on January 30, 2001 and was put into effect
subsequent to year-end. Effective for the first quarter of 2001, the
fees charged by the trustee are paid from the Plan participants'
accounts, rather than from forfeitures.
(8) RELATED PARTY TRANSACTIONS
The Plan invests in various funds managed by Fidelity Management Trust
Company. Fidelity Management Trust Company is the trustee as defined by
the Plan and, therefore, these transactions qualify as related party.
Fees paid by the Plan for the investment management services for the
years ended December 30, 2000 and December 31, 1999 and 1998 amounted to
approximately $100,000, $76,000, and $8,000 respectively.
(9) RECLASSIFICATIONS
Certain amounts have been reclassified to conform to the current year
presentation.
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infoUSA, INC. 401(K) PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 30, 2000
NUMBER OF
NUMBER PARTICIPANTS FAIR
DESCRIPTION OF INVESTMENT OF SHARES INVESTED IN FUND COST VALUE
- -------------------------------------------- --------- ---------------- -------------- ---------------
Participant directed:
Fidelity Contrafund 138,947 878 $ 7,645,778 $ 6,832,039
Fidelity Intermediate Bond Fund 190,361 388 1,902,981 1,911,220
Fidelity Puritan 77,439 433 1,477,056 1,458,173
Fidelity Retirement Money Market 2,135,826 438 2,135,826 2,135,826
Fidelity Low-priced Stock 123,428 579 2,784,912 2,853,645
Fidelity Equity Income II 185,792 729 5,075,243 4,432,989
Fidelity Spartan U.S. Equity Index 101,641 694 4,946,764 4,757,813
Fidelity Diversified International Equity 57,342 362 1,274,814 1,258,089
Fidelity Dividend Growth 161,088 641 4,630,257 4,826,186
infoUSA Inc. Common Stock 450,708 1,347 3,310,885 2,092,439
Participant loans
257,941 257,941
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35,442,457 $ 32,816,360
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See accompanying independent auditors' report.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23 Consent of Independent Accountants, filed herewith.