UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
(X) | Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2003 or |
( ) | 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
5711 South 86th Circle, Omaha, Nebraska 68127
(Full title and address of the plan)
infoUSA Inc.
(Name of issuer of the security held pursuant to the plan and the
address of its principal executive offices)
Registrants 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:
Raj Das
Chief Financial Officer
infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127
INFOUSA, INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2003 and 2002
(With Report of Independent Registered Public Accounting Firm Thereon)
infoUSA, INC. 401(k) PLAN
Table of Contents
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1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
Supplemental Schedule: |
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7 | ||||||||
Consent of Public Accounting Firm |
Report of Independent Registered Public Accounting Firm
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 31, 2003 and 2002 and for the year ended December 31, 2003, as listed in the accompanying table of contents. These financial statements are the responsibility of the Plans 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 plan benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for plan benefits for the year ended December 31, 2003, 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 of assets (held at end of year) 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans 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
KPMG LLP |
Omaha, Nebraska
June 21, 2004
1
infoUSA, INC. 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002
2003 |
2002 |
|||||||
Assets: |
||||||||
Investments at fair value: |
||||||||
Interest-bearing cash |
$ | 3,364,719 | 3,041,471 | |||||
Mutual funds |
34,164,890 | 25,456,817 | ||||||
infoUSA Inc. common stock |
5,214,886 | 4,007,894 | ||||||
Participant loans |
1,021,234 | 812,480 | ||||||
Total assets |
43,765,729 | 33,318,662 | ||||||
Liabilities: |
||||||||
Accrued administrative expenses |
15,394 | 12,018 | ||||||
Net assets available for plan benefits |
$ | 43,750,335 | 33,306,644 | |||||
See accompanying notes to financial statements.
2
infoUSA, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2003
Additions to net assets attributed to: |
||||
Investment income: |
||||
Dividend income |
$ | 634,349 | ||
Interest income |
51,226 | |||
Net appreciation in fair value of investments |
8,451,308 | |||
Total investment income |
9,136,883 | |||
Contributions: |
||||
Participants |
3,915,819 | |||
Employer stock contribution |
1,372,754 | |||
Total contributions |
5,288,573 | |||
Total additions |
14,425,456 | |||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
3,910,464 | |||
Administrative fees |
71,301 | |||
Total deductions |
3,981,765 | |||
Net increase |
10,443,691 | |||
Net assets available for plan benefits: |
||||
Beginning of year |
33,306,644 | |||
End of year |
$ | 43,750,335 | ||
See accompanying notes to financial statements.
3
Notes to Financial Statements December 31, 2003 and 2002
(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 Plans 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 six-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. | ||||
(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. | ||||
(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. | ||||
(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, whichever is less. These loans are secured by the balance in the participants account and bear interest at rates that range from 5.25% to 9.00% at December 31, 2003. 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 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. During 2003, Company contributions were reduced by $118,938 as a result of these forfeitures. No forfeited nonvested accounts exist as of December 31, 2003. |
4
(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 plan 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. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participants loans are valued at their outstanding balances, which approximate fair value. 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 | |||
The Plan is responsible for all administrative expenses. The Company may elect to pay administrative expenses directly. | ||||
(e) | 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. | ||||
(f) | Reclassifications | |||
Certain 2002 financial statement amounts have been reclassified to conform to the 2003 financial statement presentation. |
(3) Investments
The following table represents the fair value of individual investments that exceed 5% of the Plans net assets at December 31, 2003 and 2002:
2003 |
2002 |
|||||||
infoUSA Inc. common stock |
$ | 5,214,886 | 4,007,894 | |||||
T. Rowe Price Summit Cash Reserves |
3,364,719 | 3,041,471 | ||||||
PIMCO Total Return Fund |
3,555,370 | 3,500,483 | ||||||
T. Rowe Price Equity Income Fund |
7,788,928 | 6,201,519 | ||||||
T. Rowe Price Equity Index 500 Fund |
5,290,790 | 3,660,613 | ||||||
T. Rowe Price Growth Stock Fund |
8,379,006 | 6,468,527 | ||||||
Brinson Small Cap Growth Fund |
3,681,093 | 2,607,783 | ||||||
During 2003, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $8,451,308 as follows:
2003 |
||||
Mutual funds |
$ | 6,198,695 | ||
infoUSA Inc. common stock |
2,252,613 | |||
$ | 8,451,308 | |||
5
(4) Nonparticipant-Directed investments
Information about the assets and the changes in net assets related to the investment in infoUSA Inc. common stock, which includes both participant-directed and nonparticipant-directed contributions, is as follows:
Net assets available for plan benefitsJanuary 1, 2003 |
$ | 4,007,894 | ||
Net appreciation in fair value of investment |
2,252,613 | |||
Employee contributions |
127,004 | |||
Employer stock contribution |
1,372,754 | |||
Benefits paid to participants |
(412,458 | ) | ||
Administrative fees |
(5,307 | ) | ||
Forfeitures |
(90,038 | ) | ||
Transfers |
(2,037,576 | ) | ||
Net assets available for plan benefitsDecember 31, 2003 |
$ | 5,214,886 | ||
(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 would become 100% vested in their accounts. | ||||
(6) | Tax Status | |||
The Internal Revenue Service has determined and informed the Company by a letter dated June 27, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). | ||||
(7) | Related Party Transactions | |||
The Plan invests in various funds managed by T. Rowe Price, the Plans trustee. As these transactions are with the trustee, they qualify as a related party. The Plan utilizes Smith & Barney as its investment advisor; therefore, they qualify as a related party. Fees paid by the Plan for the investment management and advisory services for the year ended December 31, 2003 amounted to approximately $24,000. | ||||
(8) | 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 plan benefits. | ||||
(9) | Subsequent Events | |||
Effective April 1, 2004, the Company elected to change the Plans trustee, T. Rowe Price, to First National Bank of Omaha. | ||||
Effective May 1, 2004, the Company merged the assets of the Triplex Direct Marketing Corporation 401(k) Profit Sharing Plan, totaling $1,048,535, into the Plan. |
6
Schedule
infoUSA, INC. 401(k) PLAN
Schedule H, line 4iSchedule of Assets (Held at End of Year)
December 31, 2003
(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 |
||||||||
Participant directed: | ||||||||||||
* |
T. Rowe Price Funds | Summit Cash Reserves | $ | ** | $ | 3,364,719 | ||||||
Pimco Funds | Total Return Fund | ** | 3,555,370 | |||||||||
* |
T. Rowe Price Funds | Equity Income Fund | ** | 7,788,928 | ||||||||
* |
T. Rowe Price Funds | Growth Stock Fund | ** | 8,379,006 | ||||||||
* |
T. Rowe Price Funds | Equity Index 500 Fund | ** | 5,290,790 | ||||||||
Brinson Funds | Small Cap Growth Fund | ** | 3,681,093 | |||||||||
Artisan Funds | International Stock Fund | ** | 1,274,431 | |||||||||
* |
T. Rowe Price Funds | Emerging Markets Stock Fund | ** | 287,491 | ||||||||
* |
T. Rowe Price Funds | High Yield Fund | ** | 193,793 | ||||||||
* |
T. Rowe Price Funds | International Bond Fund | ** | 323,861 | ||||||||
* |
T. Rowe Price Funds | Small-cap Value Fund | ** | 1,589,903 | ||||||||
* |
T. Rowe Price Funds | U.S. Treasury Long-term Fund | ** | 809,616 | ||||||||
* |
T. Rowe Price Funds | Retirement Income Fund | ** | 6,936 | ||||||||
* |
T. Rowe Price Funds | Retirement 2010 Fund | ** | 196,327 | ||||||||
* |
T. Rowe Price Funds | Retirement 2020 Fund | ** | 401,612 | ||||||||
* |
T. Rowe Price Funds | Retirement 2030 Fund | ** | 253,670 | ||||||||
* |
T. Rowe Price Funds | Retirement 2040 Fund | ** | 106,624 | ||||||||
Fidelity Investments | Real Estate Investment Portfolio | ** | 3,543 | |||||||||
Fidelity Investments | Strategic Income Fund | ** | 3,989 | |||||||||
Icon | Information Technology Fund | ** | 3,063 | |||||||||
Janus | Growth and Income Fund | ** | 2,861 | |||||||||
Japan Fund Inc. S Shares | Mutual Fund | ** | 5,154 | |||||||||
Stratton | Monthly Dividend REIT Shares | ** | 4,073 | |||||||||
Vanguard | Special Energy Fund | ** | 2,756 | |||||||||
* |
Company stock | infoUSA Inc. common stock | 3,862,541 | 5,214,886 | ||||||||
* |
Participant loans | Various
maturity dates with rates from 5.25% 9.5% |
** | 1,021,234 | ||||||||
$ | 43,765,729 | |||||||||||
* | Represents party-in-interest. | |||
** | Historical cost information is omitted as it is no longer required for participant-directed accounts. |
See accompanying report of independent registered public accounting firm.
7
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, 2004
|
/s/ RAJ DAS | |
Raj Das, Chief Financial Officer (principal financial officer) |
8
INDEX TO EXHIBITS
EXHIBIT | ||
NUMBER | DESCRIPTION | |
23.1
|
Consent of Independent Registered Public Accounting Firm filed herewith. |