<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 March 31, 2000
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
------------------
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 April 28, 2000 was 29,068,657.
<PAGE> 2
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
INDEX
PAGE
NUMBER
------
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 12
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports Form 8-K 18
Signatures 19
2
<PAGE> 3
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 6,899 $ 8,077
Accounts receivable, net 102,973 94,125
Prepaid expenses and other 8,539 8,569
------------- -------------
Total Current Assets 118,411 110,771
------------- -------------
Property and equipment, at cost 212,882 204,535
Accumulated depreciation (131,213) (123,550)
------------- -------------
Net Property and Equipment 81,669 80,985
Investments 9,596 9,624
Other assets 165,470 167,100
------------- -------------
$ 375,146 $ 368,480
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of capitalized leases $ 1,840 $ 55
Accounts payable 51,452 49,616
Accrued compensation and benefits 14,682 23,838
Accrued property, payroll and other taxes 3,705 4,813
Accrued expenses 8,437 11,475
Accrued restructuring costs 9,395 8,885
Deferred revenue 29,589 23,163
------------- -------------
Total Current Liabilities 119,100 121,845
------------- -------------
Long-term debt 27,781 10,764
Deferred income taxes -- 2,269
Other liabilities 8,713 8,627
STOCKHOLDERS' EQUITY
Preferred stock-authorized, 1,000,000 shares,
$.01 par value; none issued -- --
Common stock - authorized 60,000,000 shares,
$.01 par value, 29,068,657
shares issued and
outstanding 291 291
Additional paid-in capital 199,093 198,863
Retained earnings 27,836 31,390
Accumulated other comprehensive loss (7,668) (5,569)
------------- -------------
Total Stockholders' Equity 219,552 224,975
------------- -------------
$ 375,146 $ 368,480
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
MARCH 31,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Information services revenues $ 129,141 $ 131,745
Costs and expenses:
Information services sold (119,605) (120,731)
Selling, general and administrative expenses (12,940) (12,788)
Restructuring charges (3,557) --
------------- -------------
(136,102) (133,519)
------------- -------------
Operating profit (loss) (6,961) (1,774)
Interest expense and other, net (813) (166)
Equity in earnings of affiliated companies 113 194
Minority interests benefit 1,207 1,185
------------- -------------
Loss before income taxes (6,454) (561)
Income tax benefit 2,900 310
------------- -------------
Net loss $ (3,554) $ (251)
============= =============
Net loss per common share - basic $ (.12) $ (.01)
============= =============
Net loss per common and
common equivalent share - diluted $ (.12) $ (.01)
============= =============
Weighted average common shares - basic 29,068 27,865
============= =============
Weighted average common and
common equivalent shares - diluted 29,068 27,865
============= =============
</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>
THREE MONTHS ENDED
------------------------------
MARCH 31,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,554) $ (251)
Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:
Amortization of deferred data procurement costs 30,201 29,168
Depreciation 7,329 6,438
Amortization of capitalized software costs and intangibles 1,484 1,753
Restructuring charges 1,062 --
Deferred income tax benefit (2,900) (310)
Equity in earnings of affiliated companies and minority interests (1,321) (1,379)
Other 68 (440)
Change in assets and liabilities:
Increase in accounts receivable, net (8,989) (4,751)
Decrease (increase) in other current assets 30 (1,481)
Decrease in accounts payable and accrued liabilities (12,229) (9,289)
Increase in deferred revenue 6,426 9,440
Other, net 2,766 (746)
------------- -------------
Total adjustments 23,927 28,403
------------- -------------
Net cash provided by operating activities 20,373 28,152
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (31,074) (32,270)
Purchase of property, equipment and software (3,803) (8,919)
Capitalized software costs (783) (1,580)
Other, net 184 2,890
------------- -------------
Net cash used in investing activities (35,476) (39,879)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings 13,613 9,965
Proceeds from exercise of stock options and other -- (85)
------------- -------------
Net cash provided (used) by financing activities 13,613 9,880
EFFECT OF EXCHANGE RATE CHANGES ON CASH 312 276
------------- -------------
Net decrease in cash and cash equivalents (1,178) (1,571)
Cash and cash equivalents at beginning of period 8,077 11,149
------------- -------------
Cash and cash equivalents at end of period $ 6,899 $ 9,578
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
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 in
international operations. The equity method of accounting is used for
investments in which the Company has a 20% to 50% ownership interest and
exercises significant influence over operating and financial policies. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Interim financial statements: The interim financial statements are
unaudited, but include all adjustments (consisting of normal recurring
adjustments) necessary, in the opinion of management, for a fair statement of
financial position and results of operations for the period presented. The
preparation of interim financial statements necessarily relies on estimates,
requiring the use of caution in estimating results for the full year based on
interim results of operations.
Reclassifications: Certain amounts in the 1999 condensed consolidated
financial statements have been reclassified to conform to the 2000 presentation.
Earnings (Loss) per Common and Common Equivalent Share: Net earnings
(loss) per share is based upon the weighted average number of shares of common
stock outstanding during each period. Net earnings (loss) per common and common
equivalent share--diluted is based upon the weighted average number of shares of
common stock and common stock equivalents, entirely comprised of stock options,
outstanding during each period. In 1999 and 2000, common stock equivalents were
excluded from the weighted average shares outstanding computation.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and income taxes during the period was as
follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
----- -----
<S> <C> <C>
Interest $ 499 $ 270
Income taxes 41 304
</TABLE>
Non-cash investing and financing activities are excluded from the
consolidated statement of cash flows. For the three months ended March 31, 2000,
the Company acquired mainframe computer equipment in exchange for a capital
lease obligation recorded at $5.6 million.
6
<PAGE> 7
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable were as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
Billed $ 80,019 $ 73,605
Unbilled 26,298 24,294
------------- -------------
106,317 97,899
Reserve for accounts receivable (3,344) (3,774)
------------- -------------
$ 102,973 $ 94,125
============= =============
</TABLE>
NOTE 4 - OTHER ASSETS
Other assets were as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
Deferred data procurement costs -
net of accumulated amortization of
of $138,892 in 2000 and $141,531 in 1999 $ 138,408 $ 140,285
Intangible assets, including goodwill -
net of accumulated amortization of
$11,874 in 2000 and $15,050 in 1999 10,853 11,659
Capitalized software costs - net of
accumulated amortization of $3,862
in 2000 and $3,149 in 1999 7,724 7,799
Other 8,485 7,357
------------- -------------
$ 165,470 $ 167,100
============= =============
</TABLE>
7
<PAGE> 8
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 5 - LONG TERM DEBT
Long-term debt was as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
Bank borrowings $ 24,000 $ 10,000
Capitalized leases and other 5,621 819
------------- -------------
29,621 10,819
Less current maturities (1,840) (55)
------------- -------------
$ 27,781 $ 10,764
============= =============
</TABLE>
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 $10.5 million is
currently available for such distributions under the most restrictive of these
covenants. The bank credit agreement contains covenants which restrict the
Company's ability to incur additional indebtedness.
NOTE 6 - 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 months
ended March 31, 2000 and 1999 were as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Net earnings (loss) $ (3,554) $ (251)
Foreign currency translation
adjustment (2,099) (3,276)
------------- -------------
Comprehensive income (loss) $ (5,653) $ (3,527)
============= =============
</TABLE>
8
<PAGE> 9
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 7 - SEGMENT INFORMATION
The Company's business information services are conducted almost
exclusively in the United States and Europe. The Company's operations in other
markets account for approximately 1% of consolidated revenues. The executive
management of the Company considers revenues from third parties and the
aggregation of operating profit (loss), equity earnings (losses) and minority
interests, ("Operating Results"), on a geographic basis to be the most
meaningful measure of the operating performance of each respective geographic
segment and of the Company as a whole.
The following tables and discussion present certain information
regarding the operations of the Company by geographic segment as of March 31,
2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Segmented Results:
2000 1999
------------- -------------
<S> <C> <C>
Revenues:
U.S. Services $ 98,388 $ 102,412
International Services 30,753 29,333
------------- -------------
Total $ 129,141 $ 131,745
============= =============
Operating Results:
U.S. Services $ 2,808 $ 5,124
International Services:
Operating loss (3,559) (4,944)
Equity in earnings of affiliated companies 113 194
Minority interest benefit 1,207 1,185
------------- -------------
Subtotal--International Services (2,239) (3,565)
Corporate and other expenses (2,653) (1,954)
Restructuring charges (a) (3,557) --
------------- -------------
Operating Results (5,641) (395)
Interest expense and other, net (813) (166)
------------- -------------
Earnings (loss) before income taxes $ (6,454) $ (561)
============= =============
</TABLE>
(a) $2.6 million and $1.0 million of restructuring charges relate to U.S.
Services and International Services, respectively.
9
<PAGE> 10
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 8 - RESTRUCTURING
In the third quarter of 1999, the Company initiated a comprehensive
cost reduction program named Project Delta, which is expected to reduce costs at
an annualized rate of $15 million or more by the fourth quarter of 2000. The
first phase of Project Delta included the identification and assessment of
potential operating efficiencies in the Company's various U.S. functional areas
and was completed in the fourth quarter of 1999. The cost reduction program
implementation began in the first quarter of 2000, with cost savings of
approximately $2 million to $3 million achieved to date.
Certain restructuring costs were not eligible for earlier accrual under
EITF Issue No. 94-3 and were thus recorded in the first quarter of 2000. For the
quarter ended March 31, 2000, the components of the restructuring charges
included in the Statement of Operations consist of the following (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, 2000
--------------
<S> <C>
Termination benefits $ 1,259
Disposition of excess office space 552
Transition of German production to U.S. facility 956
Other costs of project 790
--------------
$ 3,557
--------------
</TABLE>
A restructuring reserve was established in the fourth quarter of 1999
to reflect the outstanding obligations related to the fourth quarter 1999
restructuring charges. The following tables reflects the additional cash
restructuring charges incurred in the first quarter 2000 and all payments made
to date:
<TABLE>
<CAPTION>
2000 ACTIVITY
------------------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 1999 PROVISION PAYMENTS MARCH 31, 2000
----------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Termination benefits $ 8,391 $ 1,259 $ (1,360) $ 8,290
Disposition of excess office space 494 494
Transition of German production to
U.S. facility -- 956 (602) 354
Other costs of project -- 790 (533) 257
------------- ------------- ------------- -------------
$ 8,885 $ 3,005 $ (2,495) $ 9,395
============= ============= ============= =============
</TABLE>
10
<PAGE> 11
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
Termination Benefits: Expected terminations of 325 full-time positions
impact virtually all areas of the U.S. business, including operations, client
services, technology and marketing, as well as Corporate headquarters.
Additional provisions will be made throughout the year to cover stay and
relocation incentives costs that were not eligible for accrual at December 31,
1999. As of March 31, 2000, $1.4 million of accrued termination benefits have
been disbursed and 64 employees have been terminated under various Project Delta
initiatives. As expected, the Company is also realizing reduced headcount
through attrition.
Disposition of Excess Office Space: As a result of planned headcount
reductions and space not currently utilized, the Company has decided to vacate
certain facilities. The Company recorded $.6 million of charges relating to
accelerated depreciation on leasehold improvements and furniture and fixtures
associated with these facilities in the first quarter of 2000.
Transition of German Production to U.S. Facility: The Company made a
decision in the fourth quarter of 1999 to transfer production services for
IRI/GfK Retail Services GmbH from an external vendor in Germany to the Company's
U.S. headquarter facility in order to enhance its InfoScan offering in Germany
and to reduce future production costs. In the first quarter of 2000 charges of
approximately $1.0 million were recorded related to this transition.
Other Restructuring Costs: Other restructuring costs relate primarily
to the final fees paid to the Boston Consulting Group for assistance in the
identification and execution of the Project Delta objectives.
11
<PAGE> 12
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following narrative discusses the results of operations, liquidity
and capital resources for the Company on a consolidated basis. This section
should be read in conjunction with IRI's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained therein.
RESULTS OF OPERATIONS
Operations: The Company's consolidated net loss was ($3.6) million or
($.12) per diluted share for the first quarter of 2000, including restructuring
charges, compared to a consolidated net loss of ($0.3) million or $(.01) per
diluted share for the corresponding 1999 quarter. Restructuring charges included
in the first quarter totaled $3.6 million, resulting in an after tax charge of
$2.1 million or ($.07) per diluted share. Improvements in the operating income
of the Company's International Services business were offset by reduced
operating income in the U.S. services business.
Operating Results for the Company's U.S. services business were $2.8
million in the first quarter of 2000 versus $5.1 million in the first quarter of
1999. The 45% decrease was primarily due to the effect of certain 1999 client
losses on current sales and margin, partially offset by reduced expenses
resulting from the Company's cost reduction initiatives (discussed further
below).
Operating Results for the International services business were a ($2.2)
million loss for the first quarter of 2000, a 37% improvement compared to the
($3.6) million loss in the corresponding 1999 quarter. This improvement was
largely due to strong revenue growth in Europe, particularly in the U.K. and
Italy.
Corporate and other expenses increased 36% for the three months ended
March 31, 2000 versus the year ago period primarily due to additional legal
costs related to the Company's antitrust lawsuit against The Dun and Bradstreet
Corp., The ACNielsen Company (now a subsidiary of ACNielsen) and IMS
International, Inc. Offsetting the expense increase were certain reserve
adjustments that totaled approximately $.9 million and related to various
current and non-current receivables.
Consolidated revenues for the quarter ended March 31, 2000 were $129.1
million, a decrease of 2% over the corresponding quarter in 1999. In the first
quarter of 2000, revenues from the Company's U.S. services business were $98.4
million, a decrease of 4% from the corresponding 1999 quarter. This revenue
decrease was due primarily to prior year client losses partially offset by new
business and pricing increases. First quarter 2000 revenues from the Company's
International services business, primarily from Europe, were $30.8 million, an
increase of 5% over the corresponding 1999 quarter (15% in local currency). This
increase reflects continued strong growth in the U.K and Italy fueled by key
account and ad hoc sales.
12
<PAGE> 13
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Consolidated costs of information services sold decreased 1% to $119.6
million for the three months ended March 31, 2000 compared to $120.7 million for
the first quarter of 1999. This cost reduction resulted from the Company's cost
reduction initiative, Project Delta, and was achieved through reduced headcount
and reduced office space as well as savings from procurement. Offsetting the
savings from Project Delta were planned investment spending for the Company's
CPGNetwork web based delivery service and certain other strategic initiatives
along with cost of living increases.
Consolidated selling, general and administrative expenses were
essentially flat at $12.9 million for the three months ended March 31, 2000
compared to $12.8 million for the 1999 quarter, reflecting increased legal
expenses offset by reductions in certain employee costs.
Consolidated restructuring charges are discussed in detail on pages 10
and 15.
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 or partially deductible
expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current cash resources include its $6.9 million
consolidated cash balance and $36.0 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.
Financings: On February 9, 2000 the Company amended its $60 million
bank revolving credit facility to amend certain financial covenants and other
terms and conditions of the agreement. The amended facility has floating rate
options at or below prime and commitment fees of up to .35% payable on the
unused portion and a termination date of 2002.
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 $10.5 million is
currently available for such distributions under the most restrictive of these
covenants. The credit agreement also contains covenants which restrict the
Company's ability to incur additional indebtedness.
13
<PAGE> 14
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Cash Flow: Consolidated net cash provided by operating activities was
$20.4 million for the three months ended March 31, 2000 compared to $28.2
million for the same period in 1999. This reduction was primarily attributable
to lower net income combined with increased levels of working capital.
Consolidated cash flow used in net investing activities was ($35.5) million in
2000 compared to ($39.9) million for the same period in 1999. Net cash used
before financing activities was ($15.1) million for the three months ended March
31, 2000 compared to ($11.7) for the same period in 1999. Consolidated cash flow
provided by net financing activities was $13.6 million for the three months
ended March 31, 2000 compared to $9.9 million for the same period in 1999. The
Company borrowed an additional $14.0 million under its revolving line of credit
in the first quarter of 2000.
Other Deferred Costs and Capital Expenditures: Consolidated deferred
data procurement expenditures were $31.1 million for the three months ended
March 31, 2000 and $32.3 million for the same period in 1999. 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 panel, causal and other data which are an essential part
of the Company's database. Such expenditures were $17.7 million and $19.7
million for the three month periods ended March 31, 2000 and 1999, respectively,
for the Company's U.S. services business and $13.4 million and $12.6 million,
respectively, for the Company's International services business.
Consolidated capital expenditures were $3.8 million and $8.9 million
for the three months ended March 31, 2000 and 1999, respectively. Capital
expenditures for the Company's U.S. services business were $2.7 million and $7.5
million, while depreciation expense was $6.2 million and $5.3 million for the
three months ended March 31, 2000 and 1999, respectively. The Company's
International services capital expenditures were $1.1 million and $1.4 million
while depreciation expense was unchanged at $1.1 million for the three months
ended March 31, 2000 and 1999, respectively.
Consolidated capitalized software development costs, primarily in the
U.S., were $0.8 million and $1.6 million for the three months ended March 31,
2000 and 1999, respectively. The decrease is a direct result of the Company's
Project Delta cost initiative to exit trade promotion application software
development activities.
Impact of Inflation: Inflation has slowed in recent years and 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.
14
<PAGE> 15
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
RESTRUCTURING CHARGES
In the third quarter of 1999, the Company initiated a comprehensive
program named Project Delta, with the objective to improve productivity and
operating efficiencies to reduce the Company's on-going cost structure in its
U.S. operations. The first phase of Project Delta included the identification
and assessment of potential operating efficiencies in the Company's various U.S.
functional areas and was completed in the fourth quarter of 1999. The cost
reduction program implementation began in the first quarter of 2000, with cost
savings of approximately $2 million to $3 million achieved to date. The Company
expects that annualized cost savings in certain expenses of at least $15 million
will be achievable in the U.S. operations by the end of 2000.
Certain costs were not eligible for accrual in 1999, but were recorded
during the first three months of 2000. For the quarter ended March 31, 2000, the
components of the restructuring charges included in the Statement of Operations
consist of the following (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 2000
------------------
<S> <C>
Termination benefits $ 1,259
Disposition of excess office space 552
Transition of German production to U.S. facility 956
Other costs of project 790
-------------
$ 3,557
=============
</TABLE>
Changes in the restructuring reserve for the three months ended March
31, 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
2000 ACTIVITY
------------------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 1999 PROVISION PAYMENTS MARCH 31, 2000
----------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Termination benefits $ 8,391 $ 1,259 $ (1,360) $ 8,290
Disposition of excess office space 494 494
Transition of German production to
U.S. facility -- 956 (602) 354
Other costs of project -- 790 (533) 257
------------- ------------- ------------- -------------
$ 8,885 $ 3,005 $ (2,495) $ 9,395
============= ============= ============= =============
</TABLE>
15
<PAGE> 16
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Termination Benefits: Expected terminations of 325 full-time positions
impact virtually all areas of the U.S. business, including operations, client
services, technology and marketing, as well as Corporate headquarters.
Additional provisions will be made throughout the year to cover stay and
relocation incentive costs that were not eligible for accrual at December 31,
1999. As of March 31, 2000, $1.4 million of accrued termination benefits have
been disbursed and 64 employees have been terminated under various Project Delta
initiatives. As expected, the Company is also realizing reduced headcount
through attrition.
Disposition of Excess Office Space: As a result of planned headcount
reductions and space not currently utilized, the Company has decided to vacate
certain facilities. The Company recorded $.6 million of charges relating to
accelerated depreciation on leasehold improvements and furniture and fixtures
associated with these facilities in the first quarter of 2000.
Transition of German Production to U.S. Facility: The company made a
decision in the fourth quarter of 1999 to transfer production of IRI/GfK Retail
Services GmbH from an external vendor in Germany to the U.S. headquarter
facility in order to enhance its InfoScan offering in Germany and to reduce
future production costs. In the first quarter of 2000 charges of approximately
$1.0 million were recorded related to this transition. The transition is
expected to be completed during the fourth quarter of 2000, with estimated
future costs that cannot currently be accrued of approximately $3 million.
Other Restructuring Costs: Other restructuring costs primarily relate
to final fees paid to the Boston Consulting Group for assistance in the
identification and execution of the Project Delta objectives.
Future Restructuring Charges: The Company believes that it is solidly
progressing on its previously announced restructuring activities, and that the
restructuring provisions recorded will be adequate to cover the estimated
restructuring costs. The Company anticipates that it will continue to incur
restructuring charges for items that do not meet the criteria for accrual under
EITF Issue No. 94-3 and as a result of future restructurings. The Company
expects to incur additional costs of $10 million to $12 million relating to the
first phase of Project Delta which could not be accrued as of March 31, 2000. In
addition, the Company has begun the initial stages of reviewing its
International operations to assess potential restructuring benefits and will
commence the assessment of its IT operations in the second quarter of 2000. The
Company cannot yet estimate the costs for these future restructuring programs.
16
<PAGE> 17
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
EUROPEAN CURRENCY CONVERSION ISSUES
In accordance with the 1992 treaty of the European Union, on January 1,
1999, a new single European currency, the Euro, became legal tender. The Euro
will replace the sovereign currencies ("legacy currencies") of the eleven
initial members of the European Union ("participating countries"). On this date,
fixed conversion rates between the Euro and the legacy currencies in those
particular countries were established.
As the Company has operations in several of the participating
countries, it will be affected by issues surrounding the introduction of and
transition to the Euro. The Company's European Executive Committee is charged
with formulating and executing all aspects of the Company's plan concerning the
conversion to the Euro.
The Company does not expect the cost of any system modifications to be
material or result in any material increase in transaction costs. The Company
will continue to evaluate the impact of the Euro, however, based on currently
available information, management does not believe the introduction of the Euro
will have a material adverse impact on the Company's financial condition or
overall trends in results of operations.
FORWARD LOOKING INFORMATION
All statements other than statements of historical fact made in this
Quarterly Report on Form 10-Q are forward looking. In particular, statements
regarding industry prospects, our future results of operations or financial
position, and statements preceded by, followed by or that include the words
"intends," "estimates," "believes," "expects," "anticipates," "should," "could,"
or similar expressions, are forward-looking statements and reflect our current
expectations and are inherently uncertain. The Company's actual results may
differ significantly from our expectations for a number of reasons, including
risks and uncertainties relating to customer renewals of service contracts, the
timing of significant new customer engagements, the success of implementing
Project Delta, competitive conditions, the potential for future client losses,
changes in client spending for the non-contractual services the Company offers,
the release of chain-specific data by European retailers, foreign currency
exchange rates, European currency conversion issues and other factors beyond the
Company's control. These risks and uncertainties are described herein and in
reports and other documents filed by the Company with the Securities and
Exchange Commission.
17
<PAGE> 18
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
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.
None.
18
<PAGE> 19
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)
May 12, 2000 /s/ ANDREW G. BALBIRER
------------------------------------
Andrew G. Balbirer
Executive Vice President
and Chief Financial Officer
(Authorized officer of Registrant and
Principal Financial Officer)
19
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