<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, 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 July 31, 2000 was 29,072,773.
<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 13
PART II. OTHER INFORMATION
--------------------------
Item 1 - Legal Proceedings 20
Item 4 - Submission of Matters to a 20
Vote of Security Holders
Item 6 - Exhibits and Reports Form 8-K 21
Signatures 22
2
<PAGE> 3
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS JUNE 30, 2000 DECEMBER 31, 1999
------ ------------- -----------------
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $ 4,948 $ 8,077
Accounts receivable, net 104,615 94,125
Prepaid expenses and other 9,714 8,569
------------- ------------
Total Current Assets 119,277 110,771
------------- ------------
Property and equipment, at cost 216,501 204,535
Accumulated depreciation (137,749) (123,550)
------------- ------------
Net property and equipment 78,752 80,985
Investments 9,669 9,624
Other assets 167,594 167,100
------------- ------------
$ 375,292 $ 368,480
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Current maturities of
capitalized leases $ 1,668 $ 55
Accounts payable 51,076 49,616
Accrued compensation and benefits 12,642 23,838
Accrued property, payroll and
other taxes 1,822 4,813
Accrued expenses 8,146 11,475
Accrued restructuring costs 8,144 8,885
Deferred revenue 36,918 23,163
------------- ------------
Total Current Liabilities 120,416 121,845
------------- ------------
Long-term debt 29,713 10,764
Deferred income taxes, net -- 2,269
Other liabilities 8,257 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, 29,072,773
and 29,068,657 shares issued
and outstanding, respectively 291 291
Additional paid-in capital 199,122 198,863
Retained earnings 26,849 31,390
Accumulated other comprehensive
loss (9,356) (5,569)
------------- ------------
Total Stockholders' Equity 216,906 224,975
------------- ------------
$ 375,292 $ 368,480
============= ============
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)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- ----------------
JUNE 30, JUNE 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Information services revenues $ 133,931 $ 137,847 $ 263,072 $ 269,592
Costs and expenses:
Information services sold (119,216) (124,318) (238,822) (245,049)
Selling, general and
administrative expenses (14,304) (13,135) (27,242) (25,923)
Restructuring and other
charges (2,082) - (5,639) -
--------- --------- --------- ---------
(135,602) (137,453) (271,703) (270,972)
--------- --------- --------- ---------
Operating profit (loss) (1,671) 394 (8,631) (1,380)
Interest expense and other, net (697) (424) (1,511) (590)
Equity in earnings (losses)
of affiliated companies 157 (98) 270 96
Minority interests benefit 642 1,100 1,849 2,285
--------- --------- --------- ---------
Earnings (loss) before
income taxes (1,569) 972 (8,023) 411
Income tax (expense) benefit 582 (504) 3,482 (194)
--------- --------- --------- ---------
Net earnings (loss) $ (987) $ 468 $ (4,541) $ 217
========= ========= ========= =========
Net earnings (loss) per
common share - basic $ (.03) $ .02 $ (.16) $ .01
========= ========= ========= =========
Net earnings (loss) per
common and common equivalent
share - diluted $ (.03) $ .02 $ (.16) $ .01
========= ========= ========= =========
Weighted average common
shares - basic 29,071 28,080 29,070 27,973
========= ========= ========= =========
Weighted average common and
common equivalent
shares - diluted 29,071 28,098 29,070 27,990
========= ========= ========= =========
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)
SIX MONTHS ENDED
----------------
JUNE 30,
--------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (4,541) $ 217
Adjustments to reconcile net earnings (loss)
to net cash provided by operating activities:
Amortization of deferred data procurement costs 60,170 59,193
Depreciation 14,791 13,014
Amortization of capitalized software costs
and intangibles 2,854 3,225
Restructuring and other charges, net of
cash payments (1,015) --
Deferred income tax (benefit) expense (3,482) 194
Equity in earnings of affiliated companies and
minority interests (2,115) (2,381)
Other 129 (857)
Change in assets and liabilities:
Accounts receivable (10,030) (8,405)
Other current assets (1,145) (2,552)
Accounts payable and accrued liabilities (16,819) (851)
Deferred revenue 13,755 11,300
Other, net 1,041 1,847
--------- ---------
Net cash provided by operating activities 53,593 73,944
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (63,717) (64,476)
Purchase of property, equipment and software (7,810) (15,053)
Capitalized software costs (1,233) (3,454)
Other, net 311 2,890
--------- ---------
Net cash used in investing activities (72,449) (80,093)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings 15,373 7,961
Purchases of Common Stock -- (95)
Proceeds from exercise of stock options and other -- (92)
--------- ---------
Net cash provided by financing activities 15,373 7,774
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 354 (1,212)
--------- ---------
Net increase (decrease) in cash and
cash equivalents (3,129) 413
Cash and cash equivalents at beginning of period 8,077 11,149
--------- ---------
Cash and cash equivalents at end of period $ 4,948 $ 11,562
========= =========
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 because it 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 2000, common stock equivalents were excluded from the weighted
average shares outstanding calculation because they were anti-dilutive.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid (received) for interest and income taxes during the
period was as follows (in thousands):
SIX MONTHS ENDED
----------------
JUNE 30,
---------
2000 1999
---- ----
Interest $ 1,376 $ 622
Income taxes (356) 229
Non-cash investing and financing activities are excluded from the
consolidated statement of cash flows. During the six months ended June
30, 2000, the Company acquired mainframe computer equipment in exchange
for a capital lease obligation recorded at $5.6 million. The Company
repaid a portion of the capital lease obligation during the second
quarter of 2000.
6
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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):
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
Billed $ 82,494 $ 73,605
Unbilled 25,857 24,294
--------- ---------
108,351 97,899
Reserve for accounts receivable (3,736) (3,774)
--------- ---------
$ 104,615 $ 94,125
========= =========
NOTE 4 - OTHER ASSETS
Other assets were as follows (in thousands):
JUNE 30, 2000 DECEMBER 31, 1999
------------- ----------------
Deferred data procurement costs -
net of accumulated amortization of
of $139,099 in 2000 and $141,531 in 1999 $ 139,913 $ 140,285
Intangible assets, including goodwill -
net of accumulated amortization of
$11,390 in 2000 and $15,050 in 1999 10,117 11,659
Capitalized software costs - net of
accumulated amortization of $4,760
in 2000 and $3,149 in 1999 7,275 7,799
Other 10,289 7,357
--------- ---------
$ 167,594 $ 167,100
========= =========
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):
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
Bank borrowings $ 27,600 $ 10,000
Capitalized leases and other 3,781 819
--------- ---------
31,381 10,819
Less current maturities (1,668) (55)
--------- ---------
$ 29,713 $ 10,764
========= =========
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 $8.4 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 LOSS
The comprehensive 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 loss were
as follows (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 30,
-------- --------
2000 1999 2000 1999
-------- ----- -------- --------
Net earnings (loss) $ (987) $ 468 $ (4,541) $ 217
Foreign currency translation
Adjustment (1,688) (909) (3,787) (4,185)
-------- ----- -------- --------
Comprehensive loss $ (2,675) $(441) $ (8,328) $ (3,968)
======== ===== ========= ========
8
<PAGE> 9
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND LITIGATION
On July 29, 1996, IRI filed an action against The Dun & Bradstreet Corp.,
The A.C. Nielsen Company (now a subsidiary of ACNielsen) and IMS International,
Inc. (collectively, "the Defendants") in the United States District Court for
the Southern District of New York entitled Information Resources, Inc. v. The
Dun & Bradstreet Corp., et. al. No. 96 CIV. 5716 (the "Action"). IRI alleged
that, among other things, the Defendants violated Sections 1 and 2 of the
Sherman Act, 15 U.S.C. Sections 1 and 2, by engaging in a series of
anti-competitive practices aimed at excluding the Company from various export
markets for retail tracking services and regaining monopoly power in the United
States market for such services. By the Action, the Company seeks to enjoin the
Defendants' anti-competitive practices and to recover damages in excess of
$350.0 million, prior to trebling. The Action is more particularly described in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999. On July 13, 2000, the District Court in a procedural ruling held that IRI
lacked standing to assert claims for injury suffered from Defendants' activities
in foreign markets where IRI operates through subsidiaries or companies owned by
joint ventures and dismissed such claims. The District Court left open the issue
of whether those subsidiaries and joint ventures could sue in the United States
for injury suffered from Defendants' activities in the foreign markets where
they operate.
NOTE 8 - 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.
9
<PAGE> 10
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
The following table presents certain information regarding the
operations of the Company by geographic segments (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Revenues:
U.S. Services $ 101,392 $ 105,629 $ 199,780 $ 207,953
International Services 32,539 32,218 63,292 61,639
--------- --------- --------- ---------
Total Revenue $ 133,931 $ 137,847 $ 263,072 $ 269,592
========= ========= ========= =========
Operating Results:
U.S. Services $ 5,751 $ 7,021 $ 8,560 $ 12,243
International Services:
Operating loss (1,399) (4,169) (4,958) (9,211)
Equity in earnings (losses)
of affiliated companies 157 (98) 270 96
Minority interest benefit 642 1,100 1,849 2,285
--------- --------- --------- ---------
International Services (600) (3,167) (2,839) (6,830)
Corporate and other expenses (3,941) (2,458) (6,594) (4,412)
Restructuring and other
charges (a) (2,082) - (5,639) -
--------- --------- --------- ---------
Operating Results (872) 1,396 (6,512) 1,001
Interest expense and other, net (697) (424) (1,511) (590)
--------- --------- --------- ---------
Earnings loss before income taxes $ (1,569) $ 972 $ (8,023) $ 411
========= ========= ========= =========
(a) Restructuring and other charges for the U.S. Services, International
and Corporate were $1.7 million, $1.3 million and $(.9) million,
respectively, for the three months ended June 30, 2000 and $4.2 million,
$2.3 million and $(.9) million, respectively, for the six months ended June
30, 2000.
10
<PAGE> 11
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 9 - RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING
In the third quarter of 1999, the Company initiated a
comprehensive cost reduction program named Project Delta. 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 $6.0 million to $8.0 million achieved year to date.
Certain restructuring costs were not eligible for accrual in 1999
and were recorded in the first two quarters of 2000. For the quarter and
year to date June 30, 2000, the restructuring charges included in
Restructuring and Other Charges in the Statement of Operations consist of
the following (in thousands):
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
Termination benefits $1,417 $2,676
Disposition of excess office space 198 750
Transition of German production to
U.S. facility 1,243 2,199
Other costs of project 131 921
------ ------
$2,989 $6,546
====== ======
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 table reflects the additional
restructuring charges incurred in the first half of 2000 and all cash
payments made to date (in thousands):
11
<PAGE> 12
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
<TABLE>
<CAPTION>
2000 ACTIVITY
-----------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 1999 PROVISION CASH JUNE 30, 2000
----------------- --------- ---- -------------
<S> <C> <C> <C> <C>
Termination benefits $8,391 $2,676 $(4,105) $6,962
Disposition of excess office space 494 117 (117) 494
Transition of German production to
U.S. facility - 2,199 (1,584) 615
Other costs of project - 921 (848) 73
------ ------ ------- ------
8,885 5,913 (6,654) 8,144
Non-cash provision - 633 - -
------ ------ ------- ------
$8,885 $6,546 $(6,654) $8,144
====== ====== ======= ======
</TABLE>
Termination Benefits: In the fourth quarter of 1999, the Company
expected to terminate 325 full-time positions during 2000 impacting
virtually all areas of the U.S. business, including operations, client
services, technology and marketing, as well as Corporate headquarters. As
of June 30, 2000, $4.1 million of accrued termination benefits have been
disbursed and 152 employees have been terminated under various Project
Delta initiatives. Additional provisions have been made throughout the year
to cover retention and relocation incentive costs that were not eligible
for accrual at December 31, 1999.
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 and $.2 million in lease buyouts associated with
these facilities in the first half 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
half of 2000, charges of approximately $2.2 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.
OTHER CHARGES
In the fourth quarter of 1999, Restructuring and Other Charges
included a $.9 million charge for a non-current receivables reserve. This
reserve was reversed in the second quarter of 2000 pursuant to a settlement
agreement reached with the other party.
12
<PAGE> 13
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
The Company's consolidated net loss was $1.0 million or $.03 per
diluted share for the second quarter of 2000 compared to consolidated net
income of $.5 million or $.02 per diluted share for the corresponding 1999
quarter. The Company's consolidated net loss was $4.5 million or $.16 per
diluted share for the six months ended June 30, 2000 compared to
consolidated net income of $.2 million or $.01 per diluted share for the
corresponding 1999 period. Excluding restructuring and other charges, net
income (loss) for the quarter and year to date 2000 was $.3 million and
($1.2) million, respectively, or $.01 and ($.04) per diluted share.
Second Quarter Versus Prior Year
Consolidated revenues for the quarter ended June 30, 2000 were
$133.9 million, a decrease of 3% over the corresponding quarter in 1999.
U.S revenues were $101.4 million, a decrease of 4% compared to the prior
year due to the delayed financial impact of client losses experienced in
1999. International revenues increased 1% to $32.5 million. Excluding
foreign exchange effects, European revenues for the second quarter
increased 13% over the prior year reflecting continued strong revenue
growth in each of the major European businesses.
Consolidated costs of information services sold decreased 4% to
$119.2 million for the three months ended June 30, 2000 compared to costs
of $124.3 million for the second quarter of 1999. The decline in expenses
resulted primarily from the Company's cost reduction initiative, Project
Delta, and the continued strengthening of the U.S. dollar against European
currencies. These savings were offset slightly by increased costs related
to the investment in the Company's CPGNetwork internet-based delivery
service and other strategic opportunities.
Consolidated selling, general and administrative expenses
increased 9% to $14.3 million for the three months ended June 30, 2000
compared to $13.1 million for the second quarter of 1999. The increase was
primarily due to costs incurred during 2000 to pursue new strategic
opportunities for the Company, including internet-based business
initiatives.
13
<PAGE> 14
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Operating income, before restructuring and other charges of $2.1
million, was $1.2 million for the second quarter of 2000 compared to $1.4
million in the prior year. Improvements in the performance of the
international operations and reduced U.S. expenses offset the decline in
U.S. revenues resulting from 1999 client losses.
Restructuring and other charges are discussed below. Interest and
other expenses were $.7 million for the second quarter of 2000 compared to
$.4 million in the prior year due to higher bank borrowings during 2000.
First Half Versus Prior Year
Consolidated revenues were $263.1 million for the six months ended
June 30, 2000, a decrease of 2% over the corresponding period of 1999. U.S.
business revenues decreased 4% to $199.8 million for the first half of 2000
compared to the prior year. The decline was due to the delayed financial
impact on the current period's revenues of 1999 client losses.
International revenues were up 3% to $63.3 million over the first half of
1999. Excluding the impact of foreign exchange rates, European revenues for
the first half of 2000 increased 14% over the prior year.
Consolidated costs of information services sold decreased 3% to
$238.8 million for the six months ended June 30, 2000 compared to costs of
$245.0 million for the first half of 1999. Expenses declined primarily due
to savings achieved through the Project Delta cost reduction initiative and
the continued strengthening of the U.S. dollar against European currencies.
These savings were offset slightly by increased costs related to the
investment in the Company's CPGNetwork internet-based delivery service and
other strategic opportunities.
Consolidated selling, general and administrative expenses
increased 5% to $27.2 million for the six months ended June 30, 2000
compared to $25.9 million for the first half of 1999. The increase is
primarily attributable to the costs incurred during 2000 to pursue new
strategic opportunities for the Company, including internet-based business
initiatives.
For the first half of 2000, the Company's operating loss, before
restructuring and other charges of $5.6 million, was $.9 million compared
to operating income of $1.0 million in the prior year. Results were below
prior year because of the delayed financial impact of 1999 U.S. client
losses on revenues partially offset by improved international performance
and reduced U.S. expenses resulting from the Company's Project Delta cost
reduction initiatives.
14
<PAGE> 15
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Restructuring and other charges are discussed below. Interest and
other expenses were $1.5 million for the six months ended June 30, 2000
compared to $.6 million in the prior year due to higher bank borrowings
during the first half of 2000. The Company's effective income tax rate is
greater than the U.S. Federal statutory rate due to certain unbenefited
foreign losses, goodwill amortization and other nondeductible expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current cash resources include its $4.9 million
consolidated cash balance and $31.3 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
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
$8.4 million is currently available for such distributions under the most
restrictive of these covenants. The bank credit agreement also contains
covenants that restrict the Company's ability to incur additional
indebtedness.
Cash Flow
Consolidated net cash provided by operating activities was $53.6
million for the six months ended June 30, 2000 compared to $73.9 million
for the same period in 1999. This reduction was primarily attributable to
lower earnings resulting from restructuring charges and timing of payments
of accounts payable and accrued liabilities. Consolidated cash flow used in
net investing activities was $72.4 million in 2000 compared to $80.1
million for the same period in 1999. Net cash used before financing
activities was $18.8 million for the six months ended June 30, 2000
compared to $6.2 million for the same period in 1999. Consolidated cash
flow provided by financing activities reflects borrowings of $17.6 million
under its revolving line of credit in 2000 compared to $8.8 million in the
prior year.
15
<PAGE> 16
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 $63.7
million for the six months ended June 30, 2000 and $64.5 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 $36.6 million and $40.2 million for the
periods ended June 30, 2000 and 1999, respectively, for the Company's U.S.
services business and $27.1 million and $24.3 million, respectively, for
the Company's International services business.
Consolidated capital expenditures were $7.8 million and $15.1
million for the six months ended June 30, 2000 and 1999, respectively.
Capital expenditures for the Company's U.S. services business were $5.5
million and $13.0 million, while depreciation expense was $12.5 million and
$10.7 million for the six months ended June 30, 2000 and 1999,
respectively. During the first half of 2000, the Company acquired mainframe
computer equipment in exchange for a capital lease obligation recorded at
$5.6 million. The Company's International services business capital
expenditures were $2.3 million and $2.1 million for the six months ended
June 30, 2000 and 1999, respectively, while depreciation expense was $2.3
million for the first half of both 2000 and 1999.
Consolidated capitalized software development costs, primarily in
the U.S., were $1.2 million and $3.5 million for the six months ended June
30, 2000 and 1999, respectively.
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.
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 $6.0 million to $8.0 million achieved year to date. The
Company expects that annualized cost savings in certain expenses of at
least $15.0 million will be achievable in the U.S. operations by the end of
2000.
16
<PAGE> 17
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Certain costs were not eligible for accrual in 1999 and were
recorded during the first six months of 2000. For the quarter and year to
date June 30, 2000, the components of the restructuring charges included in
Restructuring and Other Charges in the Statement of Operations consist of
the following (in thousands):
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
Termination benefits $1,417 $2,676
Disposition of excess office space 198 750
Transition of German production to
U.S. facility 1,243 2,199
Other costs of project 131 921
------ ------
$2,989 $6,546
====== ======
Changes in the restructuring reserve, including cash payments, for
the six months ended June 30, 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
2000 ACTIVITY
--------------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 1999 PROVISION CASH JUNE 30, 2000
----------------- --------- ---- -------------
<S> <C> <C> <C> <C>
Termination benefits $8,391 $2,676 $(4,105) $6,962
Disposition of excess office space 494 117 (117) 494
Transition of German production to
U.S. facility - 2,199 (1,584) 615
Other costs of project - 921 (848) 73
------ ------ ------- ------
8,885 5,913 (6,654) 8,144
Non-cash provision - 633 - -
------ ------ ------- ------
$8,885 $6,546 $(6,654) $8,144
====== ====== ======= ======
</TABLE>
Termination Benefits: In the fourth quarter of 1999, the Company
expected to terminate 325 full-time positions during 2000 impacting
virtually all areas of the U.S. business, including operations, client
services, technology and marketing, as well as Corporate headquarters. As
of June 30, 2000, $4.1 million of accrued termination benefits have been
disbursed and 152 employees have been terminated under various Project
Delta initiatives. Additional provisions have been made throughout the year
to cover retention and relocation incentive costs that were not eligible
for accrual at December 31, 1999.
17
<PAGE> 18
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
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 and $.2 million in lease buyouts associated with
these facilities in the first half 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 half of 2000, charges
of approximately $2.2 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 $2.2 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 in 2000 for items that do not meet
the criteria for accrual and for future restructurings. The Company expects
to incur additional costs of $8.0 million to $10.0 million relating to the
first phase of Project Delta which could not be accrued as of June 30,
2000. In addition, the Company has begun the initial stages of reviewing
its International and information technology operations to assess potential
restructuring costs and benefits. The Company cannot yet estimate the costs
for these future restructuring programs.
OTHER CHARGES
In the fourth quarter of 1999, Restructuring and Other Charges
included a $.9 million charge for a non-current receivables reserve. This
reserve was reversed in the second quarter of 2000 pursuant to a settlement
agreement reached with the other party.
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.
18
<PAGE> 19
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
As the Company has operations in several of the participating
countries, it will be affected by issues relating to 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.
19
<PAGE> 20
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 29, 1996, IRI filed an action against The Dun & Bradstreet
Corp., The A.C. Nielsen Company (now a subsidiary of ACNielsen) and
IMS International, Inc. (collectively, "the Defendants") in the United
States District Court for the Southern District of New York entitled
Information Resources, Inc. v. The Dun & Bradstreet Corp., et. al. No.
96 CIV. 5716 (the "Action"). IRI alleged that, among other things, the
Defendants violated Sections 1 and 2 of the Sherman Act, 15 U.S.C.
Sections 1 and 2, by engaging in a series of anti-competitive
practices aimed at excluding the Company from various export markets
for retail tracking services and regaining monopoly power in the
United States market for such services. By the Action, the Company
seeks to enjoin the Defendants' anti-competitive practices and to
recover damages in excess of $350.0 million, prior to trebling. The
Action is more particularly described in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999. See "Legal
Proceedings" contained therein. On July 13, 2000, the District Court
in a procedural ruling held that IRI lacked standing to assert claims
for injury suffered from Defendants' activities in foreign markets
where IRI operates through subsidiaries or companies owned by joint
ventures and dismissed such claims. The District Court left open the
issue of whether those subsidiaries and joint ventures could sue in
the United States for injury suffered from Defendants' activities in
the foreign markets where they operate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Annual Meeting.
On May 19, 2000, Information Resources held its annual meeting of
shareholders. As of that date, shareholders of the Company's common
shares outstanding were entitled to 29,068,657 votes. At the meeting,
the Company's shareholders voted on the following matters: (1)
election of three directors, for three year terms; (2) approval of the
Information Resources, Inc. Employee Stock Purchase Plan.
20
<PAGE> 21
INFORMATION RESOURCES, INC. AND SUBSIDIARIES, CONT'D
PART II
OTHER INFORMATION
Each matter was approved by the shareholders. The votes cast for,
against and abstentions as to each such matter were as follows:
Votes For Votes Against Abstention
--------- ------------- ----------
Election of Directors:
Joseph P. Durrett 20,899,992 -- 3,903,961
Bruce A. Gescheider 24,640,544 -- 163,409
John D.C. Little, Ph.D. 24,584,973 -- 218,980
Approval of the Information
Resources, Inc. Employee
Stock Purchase Plan 21,470,832 3,296,426 36,695
A more detailed description of the matters voted on by
shareholders of the Company at this meeting is included in the
definitive Proxy Statement dated April 19, 2000 and incorporated
herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
10(kk) Amendment to employment letter agreement dated EF
June 16, 2000 between the Company and
Edward Kuehnle.
10(ll) Amended and Restated 1992 Stock Option Plan, EF
as amended effective June 29, 2000.
10(mm) 1992 Executive Stock Option Plan, as amended EF
effective June 29, 2000.
10(nn) Employee Nonqualified Stock Option Plan, as EF
amended effective June 29, 2000.
10(oo) Employment letter agreement dated May 19, 2000 EF
between the Company and Mary K. Sinclair.
27 Financial Data Schedule (filed herewith). EF
b. Reports on Form 8-K.
None.
21
<PAGE> 22
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/ ANDREW G. BALBIRER
-----------------------------------
Andrew G. Balbirer
Executive Vice President
and Chief Financial Officer
(Authorized Officer of Registrant)
/s/ MARY K. SINCLAIR
-----------------------------------
Mary K. Sinclair
Controller
(Principal Accounting Officer)
August 11, 2000
22
