<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
- --- Exchange Act of 1934.
For the quarterly period ended June 30, 1997
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934.
Commission file number 0-11428
INFORMATION RESOURCES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2947987
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 North Clinton Street, Chicago, Illinois 60661
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 726-1221
--------------
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common, $.01 par value per share
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the registrant's common stock, $.01 par value per share
outstanding, as of July 31, 1997 was 28,386,643.
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
INDEX
-----
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
- -------------------------------
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
- ---------------------------
Item 4 - Submission of Matters to Vote of Security Holders 14
Item 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS June 30, 1997 December 31, 1996
- ------ ------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 11,676 $ 12,195
Accounts receivable, net 100,685 99,413
Prepaid expenses and other 7,547 6,575
--------- ---------
Total Current Assets 119,908 118,183
--------- ---------
Property and equipment, at cost 157,595 147,398
Accumulated depreciation and amortization (101,756) (92,806)
--------- ---------
Net property and equipment 55,839 54,592
Investments 13,070 18,737
Other assets 153,411 142,981
--------- ---------
$ 342,228 $ 334,493
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Current maturities of capitalized leases $ 1,937 $ 2,805
Accounts payable 35,694 36,059
Accrued compensation and benefits 15,598 17,660
Accrued property, payroll and other taxes 3,186 4,506
Accrued expenses 9,140 7,015
Deferred revenue 25,944 15,558
--------- ---------
Total Current Liabilities 91,499 83,603
--------- ---------
Long-term bank debt -- 5,500
Long-term capitalized leases 1,796 2,392
Deferred income taxes, net 10,532 9,113
Deferred gain 3,424 3,632
Other liabilities 4,938 3,925
STOCKHOLDERS' EQUITY
Preferred stock-authorized, 1,000,000 shares
$.01 par value - none issued -- --
Common stock - authorized 60,000,000 shares,
$.01 par value; 28,320,049 and
27,886,406 shares issued and
outstanding, respectively 283 279
Capital in excess of par value 192,626 187,213
Retained earnings 40,454 38,270
Cumulative translation adjustment (3,324) 566
--------- ---------
Total Stockholders' Equity 230,039 226,328
--------- ---------
$ 342,228 $ 334,493
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30 June 30
------- -------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $ 113,973 $ 102,955 $ 219,101 $ 195,953
Costs and expenses:
Information services (100,260) (93,014) (196,173) (182,108)
Selling, general and administrative expenses (9,126) (9,170) (18,379) (17,548)
--------- --------- --------- ---------
(109,386) (102,184) (214,552) (199,656)
--------- --------- --------- ---------
Operating profit (loss) 4,587 771 4,549 (3,703)
Interest expense and other, net (261) (478) (504) (659)
Equity in earnings (loss) of affiliated companies 184 17 344 (68)
--------- --------- --------- ---------
Earnings (loss) before income taxes and
minority interests 4,510 310 4,389 (4,430)
Income tax (expense) benefit (2,000) (225) (2,047) 2,038
--------- --------- --------- ---------
Earnings (loss) before minority interests 2,510 85 2,342 (2,392)
Minority interests (expense) benefit (381) 157 (158) 387
--------- --------- --------- ---------
Net earnings (loss) $ 2,129 $ 242 $ 2,184 $ (2,005)
========= ========= ========= =========
Net earnings (loss) per common and
common equivalent share $ .08 $ .01 $ .08 $ (.07)
========= ========= ========= =========
Weighted average common and
common equivalent shares 28,260 27,753 28,156 27,703
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss): $ 2,184 $ (2,005)
Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:
Amortization of deferred data procurement costs 49,147 42,036
Depreciation expense 9,961 9,878
Amortization of capitalized software costs 1,758 1,693
Amortization of intangibles 1,225 1,388
Deferred income tax provision 2,047 (2,038)
Equity in earnings (loss) of affiliated companies and minority interests (186) (319)
Other (1,927) (1,134)
Change in assets and liabilities:
Decrease (increase) in accounts receivable 1,877 (2,531)
Decrease (increase) in other current assets (413) 321
Decrease in accounts payable and accrued liabilities (3,813) (9,332)
Increase in deferred revenue 6,936 927
Other, net (846) (148)
-------- --------
Total adjustments 65,766 40,741
-------- --------
Net cash provided by operating activities 67,950 38,736
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (55,387) (50,396)
Purchase of property and equipment (10,802) (10,235)
Capitalized software costs (1,843) (2,927)
Proceeds from disposition of assets and other 2,052 (600)
-------- --------
Net cash used in investing activities (65,980) (64,158)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net bank (repayments) borrowings (5,500) 9,500
Net repayments of capitalized leases (1,464) (1,150)
Proceeds from exercise of stock options and other 5,356 2,576
-------- --------
Net cash (used in) provided by financing activities (1,608) 10,926
EFFECT OF EXCHANGE RATE CHANGES ON CASH (881) (230)
-------- --------
Net decrease in cash and cash equivalents (519) (14,726)
Cash and cash equivalents at beginning of period 12,195 24,884
-------- --------
Cash and cash equivalents at end of period $ 11,676 $ 10,158
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Basis of presentation: The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in Information Resources, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996. The condensed consolidated financial
information furnished herein reflects all adjustments (consisting of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the condensed consolidated financial statements for the
periods shown.
Principles of consolidation: The condensed consolidated financial
statements include the accounts of Information Resources, Inc. and its
subsidiaries (collectively "the Company") after elimination of intercompany
transactions. Minority interests reflect the non-Company owned stockholder
interests in Information Resources Japan Ltd., IRI-SECODIP, S.C.S., (France),
IRI InfoScan Limited (U.K.) and effective February 1, 1997 IRI/GfK Retail
Services GmbH (Germany) ("IRI/GfK Retail"). The equity method of accounting is
used for investments in which the Company has a 20% to 50% ownership and
exercises significant influence over operating and financial policies. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Reclassifications: Certain amounts in the 1996 condensed consolidated
financial statements have been reclassified to conform to the 1997 presentation.
Adoption of Statement of Financial Accounting Standards: In February 1997,
the Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share". In addition, the FASB issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" and Statement of Financial Accounting Standards No. 131, "Disclosing
about Segments of an Enterprise and Related Information" (collectively "the
Standards") in July 1997. Statement of Financial Accounting Standards No. 128 is
effective December 31, 1997 and is not expected to have a material impact on the
Company's consolidated financial statements. The other Standards are effective
for fiscal years beginning after December 15, 1997 and the Company is currently
investigating the impact of these Standards.
Note 2 - Supplemental Cash Flow Information
- -------------------------------------------
Cash paid (refunded) for interest and income taxes during the period was as
follows (in thousands):
<TABLE>
<CAPTION>
Six Months Ended June 30
1997 1996
----- -----
<S> <C> <C>
Interest $ 772 $ 893
Income taxes 328 (175)
</TABLE>
6
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Cont'd.
(UNAUDITED)
Note 3 - German Operations
--------------------------
In February 1997, the Company and GfK AG of Germany ("GfK") organized a
new joint venture company, IRI/GfK Retail Services GmbH ("IRI/GfK Retail").
The Company has a 51% ownership interest in IRI/GfK Retail, and GfK owns the
remainder. IRI/GfK Retail purchased the German retail tracking business and
related software business of GfK Panel Services GmbH ("GfK Panel") and will
now provide those business services to the German market. The consolidation
of IRI/GfK Retail, which was effective February 1, 1997, did not have a
material impact on the financial results or position of the Company.
In a separate transaction, the Company sold its previously held 15%
ownership interest in GfK Panel to GfK at no book gain or loss. GfK Panel
will continue to provide consumer panel and ad hoc research services to the
market, and GfK Panel and IRI/GfK Retail will cooperate in selling and
delivering services to appropriate customers.
Note 4 - Accounts Receivable
----------------------------
Accounts receivable were as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Billed $ 66,622 $ 63,102
Unbilled 33,052 37,615
Other 5,568 3,033
-------- --------
105,242 103,750
Reserve for accounts receivable (4,557) (4,337)
-------- --------
$100,685 $ 99,413
======== ========
</TABLE>
7
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Cont'd.
(UNAUDITED)
Note 5 - Other Assets
- ---------------------
Other assets were as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Deferred data procurement costs -
net of accumulated amortization of
$103,673 in 1997 and $102,372 in 1996 $121,818 $113,926
Intangible assets, including goodwill
primarily related to acquisitions -
net of accumulated amortization of
$13,832 in 1997 and $12,171 in 1996 17,875 13,940
Capitalized software costs - net of
accumulated amortization of $3,913
in 1997 and $5,554 in 1996 6,380 11,516
Other 7,338 3,599
-------- --------
$153,411 $142,981
======== ========
</TABLE>
Note 6 - Long-Term Bank Debt
- ----------------------------
The Company did not have any bank borrowings outstanding at June 30, 1997.
In recent years, the primary use of borrowings has been the expansion of the
Company's International services business in Europe.
The Company currently has a $50.0 million bank credit facility maturing in
October 1998, with fixed or floating interest rate options at or below prime.
Facility fees of .15% are payable on the bank credit facility, and there are no
commitment fees. The credit facility contains financial covenants which restrict
the Company's ability to incur additional indebtedness or liens on its assets.
The financial covenants also require the Company to meet tangible net worth
levels, operating income levels and cash flow coverage and working capital
ratios.
Certain of the Company's loan and lease agreements include various
financial covenants which require that the Company maintain a minimum tangible
net worth, as defined, and otherwise limit IRI's ability to declare dividends or
make distributions to holders of capital stock, or redeem or otherwise acquire
shares of the Company. Approximately $5.9 million is available for such
distributions under the most restrictive of these covenants.
8
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Based upon discussions with financial analysts, the Company considers the
aggregation of operating profit (loss), equity earnings (losses) and minority
interests ("Operating Results") by major geographic region to be a meaningful
measure of the Company's relative performance. A comparative analysis of
consolidated revenues and Operating Results for the three and six months ended
June 30, 1997 and 1996 follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- --------------------
June 30 June 30
------- -------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
U.S. Services $ 91,265 $ 86,974 $177,355 $166,935
International Services 22,708 15,981 41,746 29,018
-------- -------- -------- --------
$113,973 $102,955 $219,101 $195,953
======== ======== ======== ========
Operating Results:
U.S. Services operating profit $ 10,433 $ 8,310 $ 17,296 $ 12,596
International Services
Operating loss (5,174) (7,072) (11,659) (15,417)
Equity in earnings (loss) of affiliated companies 184 17 344 (68)
Minority interests (381) 157 (158) 387
-------- -------- -------- --------
Subtotal - International (5,371) (6,898) (11,473) (15,098)
Corporate and other expenses (672) (467) (1,088) (882)
-------- -------- -------- --------
Operating Results $ 4,390 $ 945 $ 4,735 $ (3,384)
======== ======== ======== ========
</TABLE>
In the second quarter of 1997, revenues from the Company's U.S. services
business were $91.3 million, an increase of 5% compared to $87.0 million for the
corresponding 1996 quarter. Revenues from the Company's U.S. services business
in the first six months of 1997 were 6% higher than in the corresponding period
of 1996. Operating Results for the Company's U.S. services business were $10.4
million in the second quarter of 1997 an increase of 26% compared to the second
quarter of 1996. Despite the modest revenue gains, operating margins increased
to over 11% largely from the impact of continuing cost containment initiatives
and the effect of a relatively high fixed cost structure. Operating Results for
the U.S. services business increased 37% to $17.3 million for the six months
ended June 30, 1997 compared to the same period of 1996 due to the growth in
revenues together with the benefit of lower expense growth resulting from the
Company's continuing cost containment and reengineering initiatives. Operating
margins increased by two percentage points compared to 1996.
9
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Cont'd.
Second quarter 1997 revenues from the Company's International services
business were $22.7 million, an increase of 42% over the corresponding 1996
quarter, despite the dampening effect of a strong U.S. dollar against European
currencies. Results in the second quarter of 1997 also reflect a full period's
consolidation of IRI's majority-owned German operation, IRI/GfK Retail Services
GmbH, effective February 1, 1997. Excluding the German results and the foreign
exchange impact, European revenues increased 21% compared to the 1996 quarter
while other international revenues were relatively unchanged. Operating Results
for the Company's International services business were a ($5.4) million loss in
the second quarter of 1997, 22% lower than the ($6.9) million loss in the
corresponding 1996 quarter as revenues continued to grow significantly in each
of the major European businesses. For the six months ended June 30, 1997,
International revenues were $41.7 million, an increase of 44% over the first
half of 1996 on the strength of expanding European operations. Excluding the
German results and foreign exchange effect noted earlier, European revenues
increased 23% compared to the first half of 1996. Operating Results for the
Company's International services business were an ($11.5) million loss for the
six months ended June 30, 1997 compared to a ($15.1) million loss in the
corresponding 1996 period. The improved International operating results are
primarily due to improved performances in France, Italy and the U.K.
The Company's consolidated net earnings were $2.1 million for the second
quarter of 1997 compared to $.2 million for the corresponding 1996 quarter.
Consolidated net earnings were $2.2 million for the six months ended June 30,
1997 compared to a net loss of ($2.0) million for the same period of 1996 due to
improved Operating Results in the U.S. and Europe.
Consolidated revenues for the three months ended June 30, 1997 were $114.0
million, an increase of 11% over the corresponding quarter in 1996. Consolidated
revenues for the six months ended June 30, 1997 were $219.1 million up 12%
compared to the corresponding period of 1996. These increases were the result of
revenue growth in the U.S. services business and a substantial increase in
international revenues which was aided somewhat by the inclusion of the German
operation effective February 1, 1997.
Consolidated costs of information services increased 8% to $100.3 million
for the three months ended June 30, 1997 compared to $93.0 million for the same
period in 1996. Consolidated costs of information services increased 8% to
$196.2 million for the six months ended June 30, 1997 compared to $182.1 million
for the same period in 1996. The increase in the first six months of 1997 was
primarily due to: (a) a $7.2 million increase in operating expenses due to the
consolidation of IRI/GfK Retail Services GmbH; (b) a $5.3 million increase in
the amortization of deferred data procurement costs, principally resulting from
the expansion of the information services business in Europe; and (c) a $3.6
million increase in compensation expense resulting primarily from higher
headcount required for international expansion, client servicing and software
development.
10
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Cont'd.
Consolidated selling, general and administrative expenses remained
relatively constant compared to the second quarter of 1996 and increased 5% to
$18.4 million for the six months ended June 30, 1997. These increases were
primarily attributable to increased compensation expense and the growing
international operations.
For all periods presented, the Company's effective income tax rate is
greater than the Federal statutory rate due to certain unbenefitted foreign
losses, goodwill amortization and other nondeductible expenses.
Liquidity and Capital Resources
The Company's current cash resources include its $11.7 million consolidated
cash balance, $50.0 million available under the bank line of credit and
internally generated funds from its U.S. operations. The Company anticipates
that it will have sufficient funds from these sources to satisfy its cash needs
for the foreseeable future. Bank line availability is subject to compliance with
financial covenants relating to operating and cash flow results, tangible net
worth and leverage and quick ratios.
Certain of the Company's loan and lease agreements include various
financial covenants which require that the Company maintain a minimum tangible
net worth, as defined, and otherwise limit IRI's ability to declare dividends or
make distributions to holders of capital stock, or redeem or otherwise acquire
shares of the Company. Approximately $5.9 million is available for such
distributions under the most restrictive of these covenants.
Cash Flow: Consolidated net cash provided by operating activities was $68.0
million for the six months ended June 30, 1997 compared to $38.7 million for the
same period in 1996 primarily due to improved operating performance both in
Europe and in the U.S. and lower working capital investment in 1997.
Consolidated cash used in net investing activities was ($66.0) million in 1997
compared to ($64.2) million for the same period in 1996. Investing activity for
the six months of 1997 reflected higher deferred data procurement costs and
purchases of property and equipment offset by lower investment in capitalized
software compared to the first six months of 1996. Net cash provided before
financing activities was $2.0 million for the six months ended June 30, 1997 and
a net cash use of ($25.4) million for the same period of 1996. Consolidated cash
(used in) provided by net financing activities was ($1.6) million for the six
months ended June 30, 1997 compared to $10.9 million for the same period in
1996, when the bank line was used to fund international operating needs.
Financings: The Company reduced its bank borrowings by $5.5 million during
the first six months of 1997. There were no borrowings outstanding under the
line of credit at June 30, 1997. In recent years, the primary use of borrowings
has been the expansion of the Company's information services business in Europe.
11
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Cont'd.
Other Deferred Costs and Capital Expenditures: Consolidated deferred data
procurement expenditures were $55.4 million for the six months ended June 30,
1997 and $50.4 million for the same period in 1996. These expenditures are
amortized over a period of 28 months and include payments to retailers for
point-of-sale data and costs related to collecting, reviewing and verifying
other data (i.e., casual factors) which are an essential part of the InfoScan
data base. Such expenditures for the Company's U.S. services business were $35.4
million and $33.4 million for the periods ended June 30, 1997 and 1996,
respectively, and $20.0 million and $17.0 million, respectively, for the
Company's International services business.
Management expects to continue the development of its businesses in Europe,
and accordingly, the Company's European operations will continue to require
substantial investment in data procurement costs. Based upon currently projected
operating results and cash flows, the Company's assessment is that the
realizability of its European assets is not impaired. To the extent that actual
operating results and cash flows are lower than these current projections, the
Company may be required to write down a portion of these assets in future
periods.
Consolidated capital expenditures were $10.8 million and $10.2 million for
the six months ended June 30, 1997 and 1996, respectively. Capital expenditures
for the Company's U.S. services business were $8.6 million and $8.1 million for
the six months ended June 30, 1997 and 1996, respectively, while related
depreciation expense was $8.0 million and $8.0 million, respectively. The
Company's International services business capital expenditures were $2.2 million
and $2.1 million for the six months ended June 30, 1997 and 1996, respectively,
while related depreciation expense was $2.0 million and $1.9 million,
respectively.
Consolidated capitalized software development costs were $1.8 million and
$2.9 million for the six months ended June 30, 1997 and 1996, respectively.
NOL Carryforwards: As of December 31, 1996, the Company had cumulative U.S.
Federal net operating loss ("NOL") carryforwards of approximately $64.8 million
that expire primarily in 2009 and 2011. Certain of these carryforwards have not
been examined by the Internal Revenue Service and, therefore, are subject to
adjustment. In addition, at December 31, 1996, various foreign subsidiaries of
IRI had aggregate cumulative NOL carryforwards for foreign income tax purposes
of approximately $6.2 million which are subject to various income tax provisions
of each respective country. Approximately $3.0 million of these foreign NOL's
may be carried forward indefinitely, while the remaining $3.2 million expire in
2000 and 2001. A majority of the European foreign pre-tax losses are deducted as
partnership losses in IRI's consolidated U.S. income tax return in accordance
with the Internal Revenue Code. At December 31, 1996, the Company had general
business tax credit carryforwards of approximately $4.9 million which expire
primarily between 1999 and 2010, and are available to reduce future Federal
income tax liabilities.
12
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Cont'd.
Forward Looking Information: Certain matters discussed above are forward-
looking statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated, including customer
renewals of service contracts, the timing of significant new customer
engagements, competitive conditions in Europe, foreign currency exchange rates
and other factors beyond the Company's control. These risks and uncertainties
are described in reports and other documents filed by the Company with the
Securities and Exchange Commission.
13
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
PART II
OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders.
a. The annual meeting of Stockholders of the Company was held May 22,
1997.
b. Without solicitation in opposition, the nominees listed in the proxy
statement soliciting proxies were elected as directors to serve for a
three-year term ending in 2000 as follows:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
------------ ---------- --------------
<S> <C> <C>
Gerald J. Eskin, Ph.D. 24,811,497 206,143
John D.C. Little, Ph.D. 24,811,497 206,143
Glen L. Urban, Ph.D. 24,642,874 374,766
</TABLE>
Following is the name of each other director whose term of office as a
director continued after the meeting for terms ending in either 1998 or
1999: Gian M. Fulgoni, Leonard M. Lodish, Ph.D., Edith W. Martin,
Ph.D., Thomas W. Wilson, Jr., James G. Andress, Edwin E. Epstein,
Edward E. Lucente and Jeffrey P. Stamen.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
27 Financial Data Schedule (filed herewith). EF
b. Reports on Form 8-K.
Form 8-K dated May 29, 1997
Items Reported:
Item 4: Change in Information Resources, Inc. Amended and Restated
401(K) Retirement Savings Plan Certifying Accountant
14
<PAGE>
INFORMATION RESOURCES, INC. and Subsidiaries
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.
INFORMATION RESOURCES, INC.
---------------------------
(Registrant)
/s/ Gary M. Hill
----------------------------------------
Gary M. Hill
Executive Vice President
and Chief Financial Officer
(Authorized officer of Registrant and
principal financial officer)
/s/ John P. McNicholas, Jr.
----------------------------
John P. McNicholas, Jr.
Senior Vice President and Controller
(Principal accounting officer)
August 14, 1997
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,676
<SECURITIES> 0
<RECEIVABLES> 105,242
<ALLOWANCES> (4,557)
<INVENTORY> 0
<CURRENT-ASSETS> 119,908
<PP&E> 157,595
<DEPRECIATION> 101,756
<TOTAL-ASSETS> 342,228
<CURRENT-LIABILITIES> 91,499
<BONDS> 1,796
283
0
<COMMON> 0
<OTHER-SE> 229,756
<TOTAL-LIABILITY-AND-EQUITY> 342,228
<SALES> 0
<TOTAL-REVENUES> 214,552
<CGS> 0
<TOTAL-COSTS> 196,173
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 919
<INCOME-PRETAX> 4,389
<INCOME-TAX> 2,047
<INCOME-CONTINUING> 2,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,184
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
