þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Supplemental Schedule |
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Exhibit 23.1 |
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2007 | 2006 | |||||||
Assets: |
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Investments at fair value: |
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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: |
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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: |
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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 | |||||
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Additions to net assets attributed to: |
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Investment income: |
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Interest and dividend income |
$ | 1,708,993 | ||
Net appreciation in fair value of investments |
4,339,783 | |||
Total investment income |
6,048,776 | |||
Contributions: |
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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: |
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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: |
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Beginning of year |
84,535,835 | |||
End of year |
$ | 88,721,869 | ||
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(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 Plans 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 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, 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 participants 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 Companys 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 participants 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 participants 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 Plans 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 Plans 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 Plans 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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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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(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. |
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infoGROUP Inc. |
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Date: August 29, 2008 | /s/ Stormy L. Dean | |||
Stormy L. Dean, Chief Financial Officer |