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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007 or
     
o   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
(Full title of the plan)
infoGROUP Inc.
(Name of issuer of the securities held pursuant to the plan)
5711 South 86th Circle, Omaha, Nebraska 68127
(Address of the plan and address of issuer’s principal executive offices)
 
 

 


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infoUSA INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2007 and 2006
(With Report of Independent Registered Public Accounting Firm Thereon)

 


 

infoUSA INC. 401(k) PLAN
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Supplemental Schedule
       
 
       
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  Exhibit 23.1

 


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Report of Independent Registered Public Accounting Firm
The Plan Trustees
infoUSA Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the infoUSA Inc. 401(k) Plan (the Plan) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 benefits of the infoUSA Inc. 401(k) Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i—Schedule of Assets (Held at End of Year), as of December 31, 2007, 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
Omaha, Nebraska
August 29, 2008

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infoUSA INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
                 
    2007     2006  
Assets:
               
Investments at fair value:
               
Money market fund
  $ 20,837       149,753  
Mutual funds
    74,951,961       69,659,950  
Common collective trust
    4,313,607       3,942,520  
infoGROUP Inc. common stock
    7,768,162       9,192,710  
Common stock
    101,742       60,776  
Participant loans
    1,307,544       1,252,866  
 
           
 
               
Total investments
    88,463,853       84,258,575  
 
           
 
               
Receivables:
               
Employer contributions
    80,373       91,588  
Employee contributions
    223,502       260,021  
Other
    4,000        
 
           
 
               
Total receivables
    307,875       351,609  
 
           
 
               
Total assets
    88,771,728       84,610,184  
 
               
Liabilities:
               
Due to custodian for securities purchased
    4,888       35,506  
Accrued administrative expenses
    44,971       38,843  
 
           
 
               
Net assets available for benefits
  $ 88,721,869       84,535,835  
 
           
See accompanying notes to financial statements.

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infoUSA INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2007
         
Additions to net assets attributed to:
       
Investment income:
       
Interest and dividend income
  $ 1,708,993  
Net appreciation in fair value of investments
    4,339,783  
 
     
 
       
Total investment income
    6,048,776  
 
     
 
       
Contributions:
       
Participants
    7,449,000  
Employer stock contribution
    2,748,159  
Participant rollovers
    1,011,762  
 
     
 
       
Total contributions
    11,208,921  
 
     
 
       
Plan merger (note 6)
    58,643  
 
     
 
       
Total additions
    17,316,340  
 
     
 
       
Deductions from net assets attributed to:
       
Benefits paid to participants
    12,804,815  
Administrative fees
    325,491  
 
     
 
       
Total deductions
    13,130,306  
 
     
 
       
Net increase
    4,186,034  
 
       
Net assets available for benefits:
       
Beginning of year
    84,535,835  
 
     
 
       
End of year
  $ 88,721,869  
 
     
See accompanying notes to financial statements.

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Notes to Financial Statements — December 31, 2007 and 2006
(1)   Description of the 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 infoGROUP Inc. (the Company) who have been employed by the Company for any consecutive 30-day period and have attained age 21. Effective June 1, 2008, the Company changed its name from infoUSA Inc. to infoGROUP Inc. This did not have any impact to the operations of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
  (b)   Contributions
 
      Each year, participants may contribute up to 100% of their pretax annual compensation, as defined by the Plan, not to exceed limits set by the secretary of the treasury. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Company makes matching contributions of 50% of the first 6% of participant contributions, which may be in the form of Company common stock or cash.
 
  (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, except Company matching contributions made in Company common stock, 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 vested account. For Company matching contributions made in Company common stock, participants may elect to transfer the value of the common stock to other investment options at any time.
 
  (d)   Vesting
 
      Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100% vested after five years of credited service.
 
  (e)   Participant Loans
 
      Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. These loans are secured by the balance in the participant’s account and bear interest at rates that range from 5.0% to 9.50% at December 31, 2007. 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 vested balance of the participant’s account, subject to mandatory federal income tax withholding, unless the participant rolls over the distribution into another qualified plan.

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  (g)   Forfeitures
 
      Nonvested portions of terminated participants’ accounts are forfeited. At December 31, 2007 and 2006, forfeited nonvested accounts totaled $14,277 and $69,079, respectively. Forfeitures are applied against future Company contributions, or for the payment of administrative expenses. During 2007, administrative expenses of $296,371 were paid from forfeited nonvested accounts.
(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)   Investment Valuation and Income Recognition
 
      The Plan’s investments are stated at fair value based on quoted market prices, if available. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The investment in the common collective trust is valued at net asset value as determined using the estimated fair value of the investments in the respective fund on the last day of the Plan year. Participants’ loans are valued at their outstanding balances, which approximate fair value.
 
      Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
      In accordance with the policy of stating investments at fair value, changes in unrealized appreciation or depreciation are reflected in the statement of changes in net assets available for benefits.
 
  (c)   Fully Benefit-Responsive Investment Contracts
 
      Effective January 1, 2006, the Plan adopted the provisions of Financial Accounting Standards Board (FASB) Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, with respect to fully benefit-responsive investment contracts held by the ABN AMRO Income Plus Fund Class A (the Fund), which is provided as a core investment option to the participants in the Plan.
 
      The Fund is a collective investment fund (or common collective trust) that invests primarily in guaranteed investment contracts, money market instruments, and separate account structures. ABN AMRO attempts to maintain the stability of the value of each unit in the Fund at approximately one dollar per unit. As provided in the FSP, an investment contract is generally permitted to be valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. As also provided for by the FSP, the fully benefit-responsive investment contracts are to be included at fair value in the investments of the Plan and adjusted to contract value in the statements of net assets available for Plan benefits. As contract value approximates fair value for the units held by the Plan in the fund, there was no adjustment to net assets available for plan benefits at December 31, 2007 and 2006 as a result of adopting the FSP.

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  (d)   Payment of Benefits
 
      Benefits are recorded when paid.
 
  (e)   Administrative Expenses
 
      The Plan is responsible for all administrative expenses; however, the Company may elect to pay administrative expenses directly or through forfeited nonvested accounts.
 
  (f)   Use of Estimates
 
      The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
 
  (g)   Risks and Uncertainties
 
      The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
 
  (h)   Concentrations of Investments
 
      Included in the Plan’s net assets available for benefits at December 31, 2007 and 2006 are investments in infoGROUP Inc. common stock amounting to $7,768,162 and $9,192,710, respectively, whose value could be subject to change based on market conditions. At December 31, 2007 and August 25, 2008 the market value per share of infoGROUP Inc. common stock was $8.93 and $6.39, respectively. The decline in market value would have the impact of increasing net depreciation in fair value of investments by approximately $2.2 million since the Plan year ended December 31, 2007.
(3)   Investments
 
    The following table represents the fair value of individual investments that exceed 5% of the Plan’s net assets at December 31, 2007 and 2006:
                 
    2007   2006
infoGROUP Inc. common stock
  $ 7,768,162       9,192,710  
Gamco Growth Fund
    15,766,154       13,715,225  
Alliance Bernstein Growth & Income Fund
    12,613,848       12,336,047  
Vanguard 500 Index Fund
    10,628,166       11,015,637  
William Blair International Growth Fund
    9,084,114       7,457,029  
Dreyfus Emerging Markets Fund
    7,822,876       5,914,390  
PIMCO Total Return Fund
    5,832,695       5,777,149  
RS Smaller Company Growth Fund
    5,500,351       5,893,807  

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During 2007, 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 $4,339,783 as follows:
         
Mutual funds
  $ 6,694,338  
infoGROUP Inc. common stock
    (2,351,344 )
Common stock
    (3,211 )
 
     
 
  $ 4,339,783  
 
     
(4)   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 would become 100% vested in their accounts.
 
(5)   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by a letter dated July 25, 2006 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 
(6)   Plan Merger
 
    On May 4, 2007, the Company merged the net assets of the ClickAction, Inc. Savings Plan of $58,643 into the Plan.
 
(7)   Related-Party Transactions
 
    First National Bank of Omaha is the custodian and record-keeper as defined by the Plan. Fees paid by the Plan for custodial and record-keeping services amounted to $138,816 for the year ended December 31, 2007.

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Schedule
infoUSA INC. 401(k) PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007
                     
        (c)        
        Description of investment,        
    (b)   including maturity date, number       (e)
    Identity of issue, borrower,   of shares or units, rate of interest,   (d)   Current
(a)   lessor, or similar party   collateral, and par or maturity value   Cost   value
 
  William Blair International Growth Fund   Mutual fund   $   **     9,084,114  
 
  Alliance Bernstein Growth & Income Fund   Mutual fund   **     12,613,848  
 
  Cohen & Steers Realty Shares Fund   Mutual fund   **     15,334  
 
  Dreyfus Emerging Markets Fund   Mutual fund   **     7,822,876  
 
  Gamco Growth Fund   Mutual fund   **     15,766,154  
 
  ING GNMA Income Fund   Mutual fund   **     203,540  
 
  Loomis Sayles Bond Fund   Mutual fund   **     2,260,558  
 
  Matthews Pacific Tiger Fund   Mutual fund   **     15,885  
 
  T. Rowe Price High Yield Fund   Mutual fund   **     1,186,268  
 
  PIMCO Total Return Fund   Mutual fund   **     5,832,695  
 
  RS Smaller Company Growth Fund   Mutual fund   **     5,500,351  
 
  Royce Total Return Fund   Mutual fund   **     3,284,501  
 
  Vanguard 500 Index Fund   Mutual fund   **     10,628,166  
 
  T. Rowe Price New Era Fund   Mutual fund   **     13,153  
 
  Janus Growth & Income Fund   Mutual fund   **     12,396  
 
  American Century International Bond Fund   Mutual fund   **     690,034  
 
  Stratton Monthly Dividend REIT   Mutual fund   **     10,376  
 
  Vanguard Energy Fund   Mutual fund   **     11,712  
 
  Goldman Sachs   Money market fund   **     20,837  
 
  ABN AMRO Income Plus Fund   Common collective trust   **     4,313,607  
 
  Blackstone Group LP   Common stock, 500 shares   **     11,065  
 
  Covidien LTD   Common stock, 150 shares   **     6,644  
 
  CSX Corp   Common stock, 100 shares   **     4,398  
 
  Frontline LTD   Common stock, 250 shares   **     12,000  
 
  General Maritime Corp   Common stock, 500 shares   **     12,225  
 
  Indymac Bancorp Inc.   Common stock, 500 shares   **     2,975  
 
  Merck & Co. Inc.   Common stock, 100 shares   **     5,811  
 
  Qwest Communications Intl   Common stock, 1,000 shares   **     7,010  
 
  Ship Finance International Ltd.   Common stock, 500 shares   **     13,855  
 
  Target Corp   Common stock, 200 shares   **     10,000  
 
  Tyco Electronics LTD   Common stock, 150 shares   **     5,570  
 
  Tyco International LTD   Common stock, 150 shares   **     5,948  
 
  Wellcare Health Plans Inc.   Common stock, 100 shares   **     4,241  
*
  infoGROUP Inc.   Common stock, 869,895 shares   **     7,768,162  
*
  Participant Loans   Maturity dates range from 2007 to 2034 with
      rates from 5.0% to 9.5%
  **     1,307,544  
 
                 
 
                   
 
              $ 88,463,853  
 
                 
 
*   Represents party-in-interest.
 
**   Historical cost information is omitted as it is no longer required for participant-directed accounts.
See accompanying independent auditors’ report.

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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.
         
  infoGROUP Inc.
 
 
Date: August 29, 2008  /s/ Stormy L. Dean    
     
  Stormy L. Dean, Chief Financial Officer   

 


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INDEX TO EXHIBITS
     
EXHIBIT    
NUMBER   DESCRIPTION
23.1
  Consent of Independent Registered Public Accounting Firm filed herewith.