<PAGE> 1
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, 1998
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)
<TABLE>
<S> <C>
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)
</TABLE>
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, 1998 was 29,142,531.
1
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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 Income 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 16
Item 6 - Exhibits and Reports on Form 8-K 16
Signatures 17
</TABLE>
2
<PAGE> 3
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1998 DECEMBER 31, 1997
------------- ------------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $16,254 $20,925
Accounts receivable, net 100,790 96,209
Prepaid expenses and other 5,182 9,563
--------- ---------
Total Current Assets 122,226 126,697
--------- ---------
Property and equipment, at cost 194,972 180,043
Accumulated depreciation and amortization (120,358) (111,628)
--------- ---------
Net property and equipment 74,614 68,415
Investments 8,664 13,061
Other assets 168,986 158,447
--------- ---------
$374,490 $366,620
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of capitalized leases $2,084 $2,266
Accounts payable 38,474 49,306
Accrued compensation and benefits 18,738 20,357
Accrued property, payroll and other taxes 3,351 3,068
Accrued expenses 12,425 6,324
Deferred revenue 24,938 20,469
--------- ---------
Total Current Liabilities 100,010 101,790
--------- ---------
Long-term capitalized leases 70 640
Deferred income taxes, net 17,319 13,660
Other liabilities 8,629 8,988
STOCKHOLDERS' EQUITY
Preferred stock-authorized, 1,000,000 shares
$.01 par value - none issued
Common stock - authorized 60,000,000 shares,
$.01 par value; 28,995,812 and
28,713,943 shares issued and
outstanding, respectively 290 287
Capital in excess of par value 201,676 198,537
Retained earnings 51,283 45,932
Cumulative translation adjustment (4,787) (3,214)
--------- ---------
Total Stockholders' Equity 248,462 241,542
--------- ---------
$374,490 $366,620
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
--------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 129,392 $ 113,973 $ 248,582 $ 219,101
Costs and expenses:
Operating expenses (112,039) (100,260) (216,408) (196,173)
Selling, general and administrative expenses (11,436) (9,126) (22,971) (18,379)
--------- --------- --------- ---------
(123,475) (109,386) (239,379) (214,552)
--------- --------- --------- ---------
Operating profit 5,917 4,587 9,203 4,549
Interest expense and other, net (45) (261) (210) (504)
Equity in earnings of affiliated companies 220 184 294 344
--------- --------- --------- ---------
Earnings before income taxes and
minority interests 6,092 4,510 9,287 4,389
Income tax expense (2,400) (2,000) (3,800) (2,047)
---------- --------- --------- ---------
Earnings before minority interests 3,692 2,510 5,487 2,342
Minority interests expense (251) (381) (136) (158)
---------- --------- --------- ---------
Net earnings $ 3,441 $ 2,129 $ 5,351 $ 2 ,184
========== ========== ========= ==========
Net earnings per common share -
basic $ .12 $ .08 $ .19 $ .08
========== ========== ========= ==========
Net earnings per common and
common equivalent share - diluted $ .12 $ .07 $ .18 $ .08
========== ========== ========= =========
Weighted average common shares - basic 28,860 28,260 28,766 28,156
========== ========== ========= =========
Weighted average common and
common equivalent shares - diluted 29,839 28,553 29,393 28,558
========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
------------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 5,351 $ 2,184
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Amortization of deferred data procurement costs 55,500 49,147
Depreciation 11,244 9,961
Amortization of capitalized software costs and intangibles 2,916 2,983
Deferred income tax expense 3,800 2,047
Equity in earnings of affiliated companies and minority interests (158) (186)
Other (429) (1,927)
Change in assets and liabilities:
Decrease (increase) in accounts receivable (3,507) 1,877
Decrease (increase) in other current assets 108 (413)
Decrease in accounts payable and accrued liabilities (3,837) (3,813)
Increase in deferred revenue 8,963 6,936
Other, net (2,159) (846)
-------- --------
Total adjustments 72,441 65,766
-------- --------
Net cash provided by operating activities 77,792 67,950
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (58,672) (55,387)
Purchase of property and equipment (17,587) (10,802)
Capitalized software costs (4,763) (1,843)
Proceeds from disposition of assets and other 98 2,052
-------- --------
Net cash used in investing activities (80,924) (65,980)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net bank loan repayments -- (5,500)
Repayments of capitalized leases (752) (1,464)
Purchases of Common Stock (5,424) --
Proceeds from exercise of stock options and other 4,794 5,356
-------- --------
Net cash used by financing activities (1,382) (1,608)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (157) (881)
-------- --------
Net decrease in cash and cash equivalents (4,671) (519)
Cash and cash equivalents at beginning of period 20,925 12,195
-------- --------
Cash and cash equivalents at end of period $16,254 $11,676
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
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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, 1997. 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 all wholly or
majority owned subsidiaries and affiliates (collectively "the Company").
Minority interests reflect the non-Company owned stockholder interests within
international operations, including effective February 1, 1998, IRI/GfK Retail
Services B.V. (the Netherlands). 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 1997 condensed consolidated
financial statements have been reclassified to conform to the 1998 presentation.
Adoption of Recent Statement of Financial Accounting Standards: In July
1997, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" and
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" (collectively "the Standards"). The
Standards are effective for fiscal years beginning after December 15, 1997. The
Company adopted Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" in the first quarter of 1998. The Company is currently
investigating the impact of Statement of Financial Accounting Standards No. 131.
"Disclosures about Segments of an Enterprise and Related Information" for
adoption in its December 31, 1998 consolidated financial statements.
NOTE 2 - COMPREHENSIVE INCOME (LOSS)
The comprehensive income (loss) summary shown below sets forth certain
items that affect stockholders' equity but are excluded from the presentation of
net earnings. The components of comprehensive income (loss) for the three and
six months ended June 30, 1998 and 1997 were as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
-------------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $ 3,441 $ 2,129 $ 5,351 $ 2,184
Foreign currency translation
adjustment, net of tax (426) (853) (945) (2,334)
------- ------- -------- --------
Comprehensive income (loss) $ 3,015 $ 1,276 $ 4,406 $ (150)
======= ======= ======== ========
</TABLE>
6
<PAGE> 7
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 3 - 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
------------------------
1998 1997
---- ----
<S> <C> <C>
Interest $ 557 $ 772
Income taxes (78) 328
</TABLE>
NOTE 4 - THE NETHERLANDS OPERATIONS
The Company and GfK AG of Germany ("GfK") operate a joint venture
which offers a scanner-based product tracking service to the Netherlands
market operating under the InfoScan name. This scanner-based product
tracking service became fully-operational in 1994. Until early 1998, this
joint venture was owned 80.1% by GfK and 19.9% by the Company. In February
1998, the Company increased its ownership to 51% and assumed overall
management responsibilities. The Company provides production services to
the joint venture through the Company's computer facilities in Wood Dale,
Illinois. The consolidation of the Netherlands did not have a material
impact on the consolidated financial results or position of the Company.
In 1998, the Company sold a 9.9% interest in GfK Panel Services
Benelux B.V. and GfK Belgium S.A. reducing its ownership to 10%. Those
companies operate household panel services in the Netherlands and Belgium
and continue to cooperate with the Netherlands InfoScan operation in the
sale and delivery of services to common customers.
NOTE 5 - ACCOUNTS RECEIVABLE
Accounts receivable were as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
------------- ------------------
<S> <C> <C>
Billed $ 70,592 $ 70,761
Unbilled 34,017 29,288
-------- -------
104,609 100,049
Reserve for accounts receivable (3,819) (3,840)
-------- -------
$ 100,790 $ 96,209
======== =======
</TABLE>
7
<PAGE> 8
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 6 - OTHER ASSETS
Other assets were as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
<S> <C> <C>
Deferred data procurement costs -
net of accumulated amortization of
of $112,194 in 1998 and $108,491 in 1997 $ 130,753 $ 126,733
Intangible assets, including goodwill
primarily related to acquisitions -
net of accumulated amortization of
$11,602 in 1998 and $10,233 in 1997 19,894 16,463
Capitalized software costs - net of
accumulated amortization of $4,484
in 1998 and $3,578 in 1997 9,373 6,093
Other 8,966 9,158
--------- ---------
$ 168,986 $ 158,447
========= =========
</TABLE>
NOTE 7- LONG-TERM BANK DEBT
The Company currently has a $75.0 million bank revolving credit
facility maturing in 2001. The facility has floating interest rate options
at or below prime and commitment fees of .15% payable on the unused portion.
The financial covenants in the bank credit agreement, as well as in the
lease agreement for the Company's Chicago headquarters, require the Company
to maintain a minimum tangible net worth and to meet certain cash flow
coverage and leverage ratios. The agreements also limit the Company's
ability to declare dividends or make distributions to holders of capital
stock, or redeem or otherwise acquire shares of the Company. Approximately
$67.7 million is currently available for such distributions under the most
restrictive of these covenants. The credit agreement contains covenants
which restrict the Company's ability to incur additional indebtedness.
8
<PAGE> 9
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's consolidated net earnings were $3.4 million or $.12 per
diluted share for the second quarter of 1998 compared to $2.1 million or
$.07 per diluted share for the corresponding 1997 quarter. Consolidated net
earnings were $5.4 million or $.18 per diluted share for the six months
ended June 30, 1998 compared to $2.2 million or $.08 per diluted share for
the corresponding period of 1997. Consolidated revenues for the quarter
ended June 30, 1998 were $129.4 million, an increase of 14% over the
corresponding quarter in 1997. Consolidated revenues were $248.6 million
for the six months ended June 30, 1998, an increase of 13% over the
corresponding period of 1997. This increase was the result of revenue
growth in the U.S. Services business and a substantial increase in
international revenues which was aided somewhat by the consolidation of
IRI's majority-owned Netherlands operation effective February 1998.
Consolidated operating expenses increased 12% to $112.0 million for the
quarter ended June 30, 1998 compared to $100.3 million for the second
quarter of 1997. The increase in 1998 was primarily due to: (a) a $5.2
million increase in compensation expense resulting primarily from higher
salaries and higher headcount required for operations, client servicing and
international growth; (b) a $3.2 million increase in amortization of
deferred data procurement costs, principally resulting from the expansion of
the information services business in Europe; and (c) $1.6 million increase
in operating expenses due to the consolidation of IRI/GfK Retail Services
B.V. Consolidated operating expenses increased 10% to $216.4 million for the
six months ended June 30, 1998 compared to $196.2 million for the same
period in 1997. The increase in 1998 was primarily due to: (a) a $10.8
million increase in compensation expense; (b) a $6.4 million increase in
amortization of deferred data procurement costs; and (c) $3.0 million
increase in operating expenses due to the consolidation of IRI/GfK Retail
Services B.V.
Consolidated selling, general and administrative expenses increased 25%
to $11.4 million for the three months ended June 30, 1998. This increase
was primarily attributable to higher compensation expenses worldwide and
legal expenses in the U.S. Increased legal expenses related directly to the
Company's antitrust lawsuit against The Dun and Bradstreet Corporation,
ACNielsen Company and IMS International, Inc. In that suit, filed in 1996,
the Company is seeking $1 billion in trebled damages from the defendants for
violations of U.S. antitrust laws. The case is currently in the discovery
phase, and the Company anticipates incurring its present level of legal
expenses as the case progresses toward trial.
9
<PAGE> 10
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 increased 25%
to $23.0 million for the six months ended June 30, 1998. This increase was
primarily attributable to higher compensation expenses worldwide and legal
expenses in the U.S.
For all periods presented, the Company's effective income tax rate is
greater than the U.S. Federal statutory rate due to certain unbenefitted
foreign losses, goodwill amortization and other nondeductible expenses.
Based upon discussions with financial analysts, the Company considers
the aggregation of operating profit (loss), equity earnings and minority
interests ("Operating Results"), on a geographic basis to be a meaningful
measure of the Company's operating performance. A comparative analysis of
consolidated revenues and Operating Results for the three and six months
ended June 30, 1998 and 1997 follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
U.S. Services $ 99,371 $ 91,265 $ 193,943 $ 177,355
International Services 30,021 22,708 54,639 41,746
--------- --------- ---------- ----------
$ 129,392 $ 113,973 $ 248,582 $ 219,101
========= ========= ========== ==========
Operating Results:
U.S. Services operating profit $ 11,536 $ 10,433 $ 21,087 $ 17,296
International Services
Operating loss (3,973) (5,174) (8,961) (11,659)
Equity in earnings of affiliated companies 220 184 294 344
Minority interests (251) (381) (136) (158)
--------- --------- ---------- ----------
Subtotal - International (4,004) (5,371) (8,803) (11,473)
Corporate and other expenses (1,646) (672) (2,923) (1,088)
--------- --------- ---------- ----------
Operating Results $ 5,886 $ 4,390 $ 9,361 $ 4,735
========= ========= ========== ==========
</TABLE>
10
<PAGE> 11
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
In the second quarter of 1998, revenues from the Company's U.S.
Services business were $99.4 million, an increase of 9% over the
corresponding 1997 quarter. U.S. revenues in the first six months of 1998
were $193.9 million also 9% higher than during the same period of 1997.
These revenue increases were primarily due to the increased use of the
Company's services and products by existing customers, particularly
Census-based services measuring brand purchasing at individual retailers.
Second quarter 1998 revenues from the Company's International businesses
were $30.0 million, an increase of 32% over the corresponding 1997 quarter.
For the six months ended June 30, 1998, International revenues were $54.6
million, an increase of 31% over the first half of 1997. Results in 1998
reflected the consolidation of IRI's majority-owned operations in the
Netherlands, IRI/GfK Retail Services, B.V., effective February 1, 1998 and
the dampening effect of the strong U.S. dollar against certain European
currencies. Excluding the revenues from the Netherlands and adjusted for
foreign exchange effects, European revenues increased 26% for both the
second quarter of 1998 and the first six months of 1998 compared to the same
periods of 1997.
Consolidated Operating Results were $5.9 million in the second quarter
of 1998 compared to $4.4 million for the second quarter of 1997. For the
six months ended June 30, 1998, consolidated Operating Results were $9.4
million compared to $4.7 million for the corresponding period of 1997.
Operating Results for the Company's U.S. businesses were $11.5 million
in the second quarter of 1998 up 11% over the second quarter of 1997.
Operating Results for the U.S. businesses increased 22% to $21.1 million for
the six months ended June 30, 1998. The increases in U.S. Operating Results
were due to the growth in revenues together with the benefit of lower
expense growth resulting largely from the relatively high fixed cost
structure of the Company's database operations.
Operating Results for the Company's International businesses were a ($4.0)
million loss in the second quarter of 1998 compared to a ($5.4) million loss in
the corresponding 1997 quarter. Operating Results for the company's
International businesses were an ($8.8) million loss for the six months ended
June 30, 1998 compared to a ($11.5) million loss in the corresponding 1997
period. The improved International results were principally due to continuing
revenue growth of the Company's major European services.
Corporate and other expenses increased $1.0 million and $1.8 million
for the three and six months ended June 30, 1998, respectively. The
increase was primarily attributable to increased legal expenses in the U.S.
11
<PAGE> 12
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current cash resources include its $16.3 million
consolidated cash balance and $75.0 million available under the Company's
bank revolving credit facility. The Company anticipates that it will have
sufficient funds from these sources and internally generated funds from its
U.S. operations to satisfy its cash needs for the foreseeable future.
The financial covenants in the bank credit agreement, as well as in the
lease agreement for the Company's Chicago headquarters, require the Company
to maintain a minimum tangible net worth and to meet certain cash flow
coverage and leverage ratios. The agreements also limit the Company's
ability to declare dividends or make distributions to holders of capital
stock, or redeem or otherwise acquire shares of the Company. Approximately
$67.7 million is currently available for such distributions under the most
restrictive of these covenants. The credit agreement contains covenants
which restrict the Company's ability to incur additional indebtedness.
Cash Flow: Consolidated net cash provided by operating activities was
$77.8 million for the six months ended June 30, 1998 compared to $68.0
million for the same period in 1997, primarily due to improved operating
performance and offset somewhat by higher working capital investment
resulting from overall business growth in 1998. Consolidated cash used in
net investing activities was ($80.9) million in 1998 compared to ($66.0)
million for the same period in 1997. Investing activity in the first six
months of 1998 reflects higher expenditures in the U.S. business for
purchases of property and equipment, data procurement costs and software
development costs, compared to the same period of 1997. Higher capital
expenditures in the first six months of 1998 were primarily due to
investment in equipment required to expand the Company's household panel
services. Net cash provided (used) before financing activities was ($3.1)
million for the six months ended June 30, 1998 and $2.0 million for the same
period of 1997 due to the higher investing activities in 1998. Consolidated
cash used by net financing activities was ($1.4) million for the six months
ended June 30, 1998 compared to ($1.6) million for the same period in 1997.
The six months ended June 30, 1998 reflected $5.4 million of purchases of
the Company's Common Stock under its stock purchase plan.
Common Stock Purchase Plan: In November 1997, the Company's Board of
Directors approved a plan to purchase up to two million shares of the
Company's Common Stock from time to time in the open market. Purchases
under the plan are subject to a number of considerations including the
market price of the Company's Common Stock and general market conditions.
Through June 30, 1998, the Company had purchased a cumulative total of
575,300 shares of its Common Stock at an average price of $14.60 per share.
Pursuant to the plan, purchases of Common Stock during the six months ended
June 30, 1998 aggregated 156,100 shares at an average price of $15.71 per
share.
12
<PAGE> 13
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 $58.7 million for the six months ended
June 30, 1998 and $55.4 million for the same period in 1997. These
expenditures are amortized over a period of 28 months and include payments
and services to retailers for point-of-sale data and other costs related to
collecting, reviewing and verifying other data which are an essential part
of the Company's data base. Such expenditures were $37.8 million and $35.4
million for the periods ended June 30, 1998 and 1997, respectively, for the
Company's U.S. services business and $20.9 million and $20.0 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 International assets is not
impaired. Should actual Operating Results and cash flows be materially lower
than current projections, the Company may be required to write down a
portion of these assets in future periods.
Consolidated capital expenditures were $17.6 million and $10.8 million
for the six months ended June 30, 1998 and 1997, respectively. Capital
expenditures for the Company's U.S. services business were $15.0 million and
$8.6 million, while depreciation expense was $8.9 million and $8.0 million
for the six months ended June 30, 1998 and 1997, respectively. The Company's
International services business capital expenditures were $2.6 million and
$2.2 million while depreciation expense was $2.3 million and $2.0 million,
for the six months ended June 30, 1998 and 1997, respectively.
Consolidated capitalized software development costs were $4.8 million
and $1.8 million for the six months ended June 30, 1998 and 1997,
respectively.
NOL Carryforwards: As of December 31, 1997, the Company had cumulative
U.S. Federal net operating loss ("NOL") carryforwards of approximately $70.8
million that expire primarily in 2009 and 2011. At December 31, 1997, the
Company had general business tax credit carryforwards of approximately $9.5
million which expire primarily between 1999 and 2012, and are available to
reduce future Federal income tax liabilities. Certain of these carryforwards
have not been examined by the Internal Revenue Service and, therefore, are
subject to adjustment. In addition, at December 31, 1997, various foreign
subsidiaries of IRI had aggregate cumulative NOL carryforwards for foreign
income tax purposes of approximately $8.9 million which are subject to
various income tax provisions of each respective country. Approximately
$3.3 million of these foreign NOL's may be carried forward indefinitely,
while the remaining $5.6 million expire in 2000 and 2002.
13
<PAGE> 14
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Impact of Inflation: Inflation is currently not an important
determinant of the Company's results of operations. To the extent permitted
by competitive conditions, the Company passes increased costs on to
customers by adjusting sales prices and, in the case of multi-year
contracts, through consumer price index provisions in such agreements.
Year 2000: The Company has been assessing whether the information
technology systems, specifically hardware and software, and other
non-information technology systems, such as facilities and equipment, used
in its businesses will function properly in connection with the transition
of dates from 1999 to 2000. The Company expects to complete the assessment
phase in the early fall of 1998 and make any required systems adjustments
prior to June 30, 1999. Based on its evaluation to date, management
believes that most of the systems used in the Company's businesses are
either now Year 2000 compliant or will become so prior to midyear 1999
through regular product upgrades and replacements. Therefore, management
currently anticipates that, in connection with bringing its own systems into
compliance, the Company will not incur material expenditures which would
cause the Company's reported consolidated financial information not to be
indicative of future consolidated operating results or financial condition.
The Company potentially faces Year 2000 compliance issues with certain
of its data vendors and tracking service clients. The Company is currently
developing a plan to ensure that all such hardware and software interfacing
with the Company complies with Year 2000 requirements. The Company believes
that its plans to address Year 2000 concerns are adequate and does not
currently anticipate significant problems with data suppliers and clients on
which the Company's systems rely. If the Company's data suppliers do not
become Year 2000 compliant on a timely basis, delays in the Company's data
delivery to clients may occur. If clients do not become Year 2000
compliant, their ability to utilize the Company's data and services may be
negatively affected. A significant disruption of service, if it were to
occur, could negatively impact the Company's financial performance.
The Company believes that its assessment plan of both information
technology and non-information technology systems is adequate to identify
all material risks to the operations of the Company and therefore the
Company does not anticipate the need to establish a contingency plan at this
time. The Company will continue to evaluate the need for a contingency plan
through the completion of both the assessment phase and during the systems
adjustments phase in order to provide reasonable assurance that the
consequences of the Year 2000 do not result in a material affect on the
Company's business, results of operations or financial condition.
14
<PAGE> 15
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 herein may
contain 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 fluctuations, Year 2000 issues 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.
15
<PAGE> 16
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 21, 1998.
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 2001 as
follows:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
Gian M. Fulgoni 22,789,985 1,402,899
Leonard M. Lodish, Ph.D. 22,784,853 1,408,031
Edith W. Martin, Ph.D. 22,789,935 1,408,949
Thomas W. Wilson, Jr. 22,789,923 1,408,961
</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 1999 or 2000: James G. Andress, Edwin E.
Epstein, Edward E. Lucente, Jeffrey P. Stamen, Gerald J.
Eskin, Ph.D., John D.C. Little, Ph.D., and Glen L. Urban,
Ph.D.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
<S> <C> <C>
27 Financial Data Schedule (filed herewith). EF
</TABLE>
b. Reports on Form 8-K.
The registrant has not filed any reports on Form 8-K during
the quarter for which this report is filed.
16
<PAGE> 17
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 13, 1997
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 16,254
<SECURITIES> 0
<RECEIVABLES> 104,609
<ALLOWANCES> (3,819)
<INVENTORY> 0
<CURRENT-ASSETS> 122,226
<PP&E> 194,972
<DEPRECIATION> (120,358)
<TOTAL-ASSETS> 374,490
<CURRENT-LIABILITIES> 100,010
<BONDS> 70
<COMMON> 290
0
0
<OTHER-SE> 248,172
<TOTAL-LIABILITY-AND-EQUITY> 374,490
<SALES> 0
<TOTAL-REVENUES> 248,582
<CGS> 0
<TOTAL-COSTS> 216,408
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 557
<INCOME-PRETAX> 9,287
<INCOME-TAX> 3,800
<INCOME-CONTINUING> 5,351
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,351
<EPS-PRIMARY> .19
<EPS-DILUTED> .18
</TABLE>
