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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, 2003
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares of the registrant's common stock, $.01 par value per
share outstanding, as of April 30, 2003 was 29,808,580.
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 14
Item 4 - Controls and Procedures 19
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 20
Signatures 21
Certification of Chief Executive Officer 22
Certification of Chief Financial Officer 23
2
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS MARCH 31, 2003 DECEMBER 31, 2002
- ------ -------------- -----------------
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $ 12,464 $ 8,968
Accounts receivable, net 83,892 85,453
Prepaid expenses and other 11,413 15,801
--------- ---------
Total Current Assets 107,769 110,222
--------- ---------
Property and equipment, at cost 237,323 234,857
Accumulated depreciation (178,304) (171,478)
--------- ---------
Net Property and Equipment 59,019 63,379
Deferred income taxes 6,402 6,286
Investments 13,011 13,165
Other assets 167,181 166,145
--------- ---------
$ 353,382 $ 359,197
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Current maturities of long-term debt $ 3,849 $ 3,639
Accounts payable 62,247 66,614
Accrued compensation and benefits 16,254 17,797
Accrued property, payroll and other taxes 3,205 1,876
Accrued expenses 5,389 6,207
Accrued restructuring costs 4,109 7,838
Deferred revenue 39,301 36,247
--------- ---------
Total Current Liabilities 134,354 140,218
--------- ---------
Long-term debt 3,580 4,495
Other liabilities 10,440 10,812
STOCKHOLDERS' EQUITY
Preferred stock -- authorized, 1,000,000 shares,
$.01 par value; none issued -- --
Common stock -- authorized 60,000,000 shares,
$.01 par value 29,808,580 and 29,808,550
Shares issued and outstanding, respectively 301 301
Additional paid-in capital 202,942 202,857
Retained earnings 7,164 6,906
Accumulated other comprehensive loss (5,399) (6,392)
--------- ---------
Total Stockholders' Equity 205,008 203,672
--------- ---------
$ 353,382 $ 359,197
========= =========
The accompanying notes are an integral part of these statements.
3
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
Information services revenues $ 137,672 $ 133,119
Costs and expenses:
Information services sold (126,802) (120,551)
Selling, general and administrative expenses (10,000) (10,752)
Special charges, net -- (5,292)
--------- ---------
(136,802) (136,595)
--------- ---------
Operating income (loss) 870 (3,476)
Interest expense (146) (60)
Other, net (157) (359)
Equity in (losses) earnings of affiliated companies (151) 41
Minority interest benefit 44 299
--------- ---------
Income (loss) before income taxes and cumulative 460 (3,555)
effect of accounting change
Income tax (expense) benefit (200) 1,264
--------- ---------
Net income (loss) before cumulative effect of 260 (2,291)
accounting change
Cumulative effect of accounting change --
impairment of goodwill -- (7,065)
--------- ---------
Net income (loss) $ 260 $ (9,356)
========= =========
Net income (loss) per common share before cumulative
effect of accounting change -- basic $ .01 $ (.08)
========= =========
Net income (loss) per common share -- basic $ .01 $ (.32)
========= =========
Net income (loss) per common and common equivalent share
before cumulative effect of accounting change -- diluted $ .01 $ (.08)
========= =========
Net income (loss) per common and
common equivalent share -- diluted $ .01 $ (.32)
========= =========
Weighted average common shares -- basic 29,809 29,430
========= =========
Weighted average common and
common equivalent shares -- diluted 29,813 29,430
========= =========
The accompanying notes are an integral part of these statements.
4
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 260 $ (9,356)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Amortization of deferred data procurement costs 35,230 31,778
Depreciation 6,573 6,705
Amortization of capitalized software costs and intangibles 588 802
Special charges, net of cash paid (3,729) (245)
Deferred income tax expense (benefit) 200 (1,264)
Equity in earnings of affiliated companies and minority interests 107 (340)
Impairment of goodwill -- 7,065
Other (164) (17)
Change in assets and liabilities:
Accounts receivable, net 1,711 (9,162)
Other current assets 4,388 1,263
Accounts payable and accrued liabilities (5,399) (1,103)
Deferred revenue 3,054 4,231
Other, net (944) 844
-------- --------
Net cash provided by operating activities 41,875 31,201
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (35,463) (34,668)
Purchase of property, equipment and software (1,902) (2,731)
Capitalized software costs (400) (743)
Capital contributions from minority interests and other, net 4 --
-------- --------
Net cash used by investing activities (37,761) (38,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings -- 250
Net repayments of capital leases (1,005) (1,199)
Proceeds from exercise of stock options and other -- 424
-------- --------
Net cash used by financing activities (1,005) (525)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 387 (198)
-------- --------
Net increase (decrease) in cash and cash equivalents 3,496 (7,664)
Cash and cash equivalents at beginning of period 8,968 13,708
-------- --------
Cash and cash equivalents at end of period $ 12,464 $ 6,044
======== ========
The accompanying notes are an integral part of these statements.
5
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 necessary (consisting of normal recurring
adjustments), 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.
Income (loss) per common and common equivalent share: Net income (loss)
per share is based upon the weighted average number of shares of common stock
outstanding during each period. Net income (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. For the first quarter of 2003 and 2002, stock
options aggregating 8,858,757 shares and 9,420,380 shares, respectively, were
excluded from the weighted average shares outstanding calculation because they
were anti-dilutive.
Stock-Based Compensation: Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," as amended by Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- -- Transition and Disclosure," encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation expense for stock options is measured as the excess,
if any, of the quoted market price of the Company's stock at the date of the
grant over the amount an employee must pay to acquire the stock. The Company
grants options at fair market value and therefore recognizes no compensation
expense.
6
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
The following table illustrates the effect on the net income (loss) and
net income (loss) per share for the quarters ended March 31, 2003 and 2002 if
the Company had applied the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation (in thousands, except per
share data):
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
Net income (loss), as reported $ 260 $ (9,356)
Deduct: Total stock-based employee compensation expense determined under fair
value based method for all awards, net of related tax effects (805) (905)
----------- -----------
Net loss, pro forma $ (545) $ (10,261)
=========== ===========
Earnings per share:
Basic -- as reported $ 0.01 $ (0.32)
=========== ===========
Basic -- pro forma $ (0.02) $ (0.35)
=========== ===========
Diluted -- as reported $ 0.01 $ (0.32)
=========== ===========
Diluted -- pro forma $ (0.02) $ (0.35)
=========== ===========
The above table is based upon the valuation of option grants using the
Black-Scholes pricing model for traded options with assumed risk-free interest
rates of 2.91% and 3.82% for 2003 and 2002, respectively; stock price volatility
factor of 86.3% for 2003 and 2002; and an expected life of the options of five
years. Using the foregoing assumptions, the calculated weighted-average fair
value of options granted in 2003 and 2002 was $.82 and $5.76, respectively.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the input
assumptions can materially affect the fair value estimate, in management's
opinion, the model does not necessarily provide a reliable single measure of the
fair value of its employee stock options.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and income taxes during the period was as
follows (in thousands):
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
Interest $145 $ 60
Income taxes 100 --
7
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
Non-cash investing and financing activities are excluded from the
consolidated statement of cash flows. During the three months ended March 31,
2003, the Company acquired computer equipment for $.3 million in exchange for
capital leases.
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable were as follows (in thousands):
MARCH 31, 2003 DECEMBER 31, 2002
--------------- ------------------
Billed $ 59,866 $ 70,216
Unbilled 28,545 19,832
-------- --------
88,411 90,048
Reserve for accounts receivable (4,519) (4,595)
-------- --------
$ 83,892 $ 85,453
======== ========
NOTE 4 - INVESTMENTS AND OTHER ASSETS
Investments were as follows (in thousands):
MARCH 31, 2003 DECEMBER 31, 2002
--------------- ------------------
Mosaic InfoForce, L.P., at cost plus equity in
undistributed earnings $ 4,694 $ 4,845
Datos Information Resources, at cost plus equity in
undistributed earnings 4,009 4,009
GfK PanelServices Benelux B.V., at cost 1,315 1,315
Middle East Market Research Bureau, at cost 2,765 2,768
Other 228 228
------- -------
$13,011 $13,165
======= =======
8
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
Other assets were as follows (in thousands):
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
Deferred data procurement costs -
Net of accumulated amortization of
$158,076 in 2003 and $152,635 in 2002 $161,755 $160,615
Capitalized software costs - net of
Accumulated amortization of $2,605
in 2003 and $2,315 in 2002 4,308 4,341
Other -- net of accumulated amortization of $6,017
in 2003 and $5,867 in 2002 1,118 1,189
-------- --------
$167,181 $166,145
======== ========
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Under the
new rules, goodwill, the excess of the carrying value over the net book value of
investments accounted for using the equity method and intangible assets deemed
to have indefinite lives, are no longer amortized but are subject to annual
impairment tests. Other intangible assets continue to be amortized over their
useful lives.
The Company performed a goodwill impairment test as required by
Statement No. 142 to determine the implied fair value of the goodwill recorded
on its books as of January 1, 2002. As the goodwill related entirely to previous
international transactions, the fair value was estimated by discounting the
estimated future cash flows of the international reporting unit. Based on this
analysis, the Company recognized a goodwill impairment charge of $7.1 million.
In accordance with Statement No. 142, the charge was reflected as the cumulative
effect of a change in accounting principle in the Statement of Operations in the
first quarter of 2002.
NOTE 5 - LONG TERM DEBT
Long-term debt was as follows (in thousands):
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
Bank borrowings $ -- $ --
Capitalized leases and other 7,429 8,134
------- -------
7,429 8,134
Less current maturities (3,849) (3,639)
------- -------
$ 3,580 $ 4,495
======= =======
9
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
In July 2002, the Company entered into a $40.0 million credit facility
which expires in July 2005. The facility has floating rate interest options that
range between 2.25% and 3.00% over LIBOR and commitment fees of up to 0.50%
payable on the unused portion. Under the credit facility, the maximum commitment
of funds available for borrowings is limited by a defined borrowing base formula
related to eligible accounts receivable, which fluctuates during the quarter.
Borrowings under the facility are secured by the Company's assets. As of March
31, 2003, the Company had $17.8 million of borrowing availability, net of
letters of credit, under the revolving credit facility.
The financial covenants in the 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. The bank credit agreement contains
covenants which restrict the Company's ability to incur additional indebtedness.
As of March 31, 2003, the Company was in compliance with all covenants.
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) were as follows (in
thousands):
THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
Net income (loss) $ 260 $(2,291)
Foreign currency translation
adjustment 993 (932)
------- -------
Comprehensive income (loss) $ 1,253 $(3,223)
======= =======
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 less than 1% of consolidated revenues. Management of the
Company considers revenues from third parties and the aggregation of operating
profit (loss), equity earnings (losses) and minority interests (collectively,
"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.
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):
SEGMENTED RESULTS: THREE MONTHS ENDED
------------------
MARCH 31,
---------
2003 2002
---- ----
Revenues:
U.S. Services $ 100,150 $ 100,036
International Services 37,522 33,083
--------- ---------
Total $ 137,672 $ 133,119
========= =========
Operating Results:
U.S. Services $ 3,829 $ 6,242
International Services:
Operating loss (2,452) (2,823)
Equity in losses of affiliated companies -- (78)
Minority interest 44 299
--------- ---------
Subtotal--International Services (2,408) (2,602)
Corporate and other expenses including equity
in loss of affiliated companies (658) (1,484)
Special charges, net (a) -- (5,292)
--------- ---------
Operating Results 763 (3,136)
Interest expense and other, net (303) (419)
--------- ---------
Income (loss) before income taxes $ 460 $ (3,555)
========= =========
(a) $4.2 million and $1.1 million of special charges relate to U.S. Services
and International Services, respectively, for the first quarter of 2002.
NOTE 8 - SPECIAL CHARGES
Since 1999, the Company has undertaken major initiatives as described
below resulting in significant or incremental expenditures that have been
classified as special charges in the Statement of Operations.
2002 Workforce Reduction: In the fourth quarter of 2002, the Company
eliminated approximately 5% of its total workforce in the United States and
Europe through layoffs and the elimination of open positions. Approximately 140
full-time employees were terminated in the fourth quarter of 2002 and the
beginning of 2003. A charge of $7.8 million was recorded in the fourth quarter
of 2002 for severance and other costs related to the layoffs when communication
of such benefits had been made to affected employees.
11
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
Project Delta: In the third quarter of 1999, the Company initiated a
comprehensive program named Project Delta. The objective of Project Delta was to
improve productivity and operating efficiencies to reduce the Company's ongoing
cost structure in its U.S. operations. The work outlined as part of Project
Delta was completed during the third quarter of 2001.
Transition of German Production to U.S. Facility: The Company made the
decision in the fourth quarter of 1999 to transfer production services for
Information Resources GfK GmbH from an external vendor in Germany to the
Company's U.S. headquarters facility in order to enhance its InfoScan offering
in Germany and to reduce future production costs. The transition of German
production to the U.S. facility began in the first quarter of 2000 and was
completed in the first quarter of 2002. First quarter 2002 charges of $1.1
million consisted primarily of parallel processing and temporary workforce
expenses.
Information Technology Assessment: During the fourth quarter of 2001,
the Company began a review of its information technology operations to assess
potential restructuring costs and benefits. The review included initial
assessments of database design, transition planning and cost and savings
estimates and was completed in the second quarter of 2002. This project resulted
in cost savings, process efficiencies and a plan for continuous improvement of
the technology infrastructure. First quarter 2002 charges of $4.4 million
related primarily to consulting fees paid to a third party.
The following tables reflect special charges incurred and cash payments
made during the first quarters of 2003 and 2002 (in thousands):
2003 ACTIVITY
---------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 2002 PROVISION CASH MARCH 31, 2003
-------------------- ------------- ---------- ------------------
SPECIAL CHARGES
2002 workforce reduction $ 7,619 $ -- $(3,710) $ 3,909
Project Delta
Discontinued activities 219 -- (19) 200
------- ------- ------- -------
$ 7,838 $ -- $(3,729) $ 4,109
======= ======= ======= =======
12
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
2002 ACTIVITY
------------------------
LIABILITY
(RECEIVABLE) AT LIABILITY AT
DECEMBER 31, 2001 PROVISION CASH MARCH 31, 2002
--------------------- ----------- -------- ----------------
SPECIAL CHARGES
Project Delta
Termination benefits $ 634 $ (240) $ (254) $ 140
Discontinued activities 265 -- (4) 261
Transition of German production to
U.S. facility 592 1,131 (1,723) --
Information technology
assessment 1,413 4,401 (4,149) 1,665
OTHER ITEMS (1,036) -- 1,036 --
------- ------- ------- -------
$ 1,868 $ 5,292 $(5,094) $ 2,066
======= ======= ======= =======
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, 2002. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained therein.
OVERVIEW
The Company's market is very competitive and as a result of certain
trends and general economic conditions, the industry is facing a number of
challenges. Specifically, increasing customer consolidation among consumer
packaged goods manufacturers has caused the overall market for retail tracking
services to contract. In addition, retail tracking services offered by the
Company and its competitors, particularly in the U.S., now cover less of the
total marketplace than in prior years as a result of the decision by Wal-Mart in
2001 to discontinue providing its point-of-sale data to third party data
suppliers, including the Company and ACNielsen, and the emergence and growth of
new channels of trade that do not release point-of-sale data for inclusion in
retail tracking services. Further, general global economic conditions have
resulted in pricing pressure and reductions in overall customer spending on
retail tracking services. The Company expects these conditions to continue to
impact the consumer packaged goods industry and the demand for retail tracking
services for the foreseeable future.
The Company's first quarter 2003 U.S. retail tracking revenues, which
comprise approximately 70% of the U.S. business, declined by 2% compared to the
first quarter of 2002. The decline is the result of the delayed impact of
customer losses in 2002 that were not completely offset by revenues generated
from new customers and increased spending by existing customers during the
period.
The U.S. panel and analytics business is growing through increased
spending by existing customers, the addition of new customers and the
introduction of new products and services. First quarter 2003 panel and
analytics revenues increased 9% compared to the prior year. The Company
anticipates continued growth in these areas of its business as CPG companies
require increasingly more and advanced consumer intelligence and analysis.
The Company also continued to experience revenue growth in many of its
European markets, with the notable exception of Germany. Although the
International operating loss was lower for the first quarter of 2003 compared to
the prior year, the loss continues to be driven primarily by the Company's
German operation. Losses from the German operation in 2003 increased over the
prior year as a result of difficulties encountered in connection with the
Company's transition to a new service in that country. The Company believes that
most of the operational difficulties in Germany have been addressed and that
results will improve in the second half of 2003. International operating results
for the first quarter of 2003, excluding Germany, improved by approximately $1.0
million over the prior year and, absent the losses attributable to the German
business, the International operation would have reflected a slight profit in
the first quarter of 2003.
RESULTS OF OPERATIONS
The Company's consolidated net income was $.3 million or $.01 per
diluted share for the first quarter of 2003 compared to a consolidated net loss
of $9.4 million or $.32 per diluted share for the corresponding 2002 quarter.
2003 operating results improved by $3.9 million primarily due to the decline in
special charges from the prior year. Additionally, 2002 results include a charge
of $7.1 million relating to the cumulative effect of an accounting change for
goodwill.
14
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Consolidated revenues for the first quarter of 2003 were $137.7
million, an increase of 3% over the corresponding quarter in 2002. U.S. revenues
of $100.2 million were essentially unchanged from the prior year. Although U.S.
retail tracking revenues, which comprise approximately 70% of the U.S. business,
declined by 2% from the prior year, U.S. panel and analytics revenues increased
by 9%. International revenues of $37.5 million increased 13% over the prior
year, however International revenues decreased 4% on a local currency basis.
Excluding Germany and the impact of currency, International revenues increased
2% over the prior year.
Consolidated costs of information services sold increased 5% to $126.8
million for the three months ended March 31, 2003 compared to $120.6 million for
the first quarter of 2002. This increase is primarily the result of foreign
currency exchange effects. While the Company incurred additional costs in
certain areas including investments in new business initiatives, these costs
were generally offset by savings in a number of other areas as a result of the
Company's ongoing cost saving efforts.
Consolidated selling, general and administrative expenses decreased 7%
to $10.0 million for the three months ended March 31, 2003 compared to $10.8
million for the first quarter of 2002. The decrease primarily relates to lower
compensation that was partially offset by foreign currency exchange effects.
Earnings before interest and taxes was $.8 million for the first
quarter of 2003 compared to a loss of $3.1 million in the prior year. 2003
operating results improved primarily due to the decline in special charges from
2002.
Special charges are discussed below. Interest and other expenses were
$.3 million for the first quarter of 2003 compared to $.4 million in the prior
year. 2003 interest expense increased due to higher capital lease interest,
however, other expenses were lower due to decreased foreign exchange losses.
The Company adopted Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets" in the first quarter of 2002. The Company
performed a goodwill impairment test as required by Statement No. 142 to
determine the implied fair value of the goodwill recorded on its books as of
January 1, 2002. As the goodwill related entirely to previous international
transactions, the fair value was estimated by discounting the estimated future
cash flows of the international reporting unit. Based on this analysis, the
Company recognized a goodwill impairment charge of $7.1 million. In accordance
with Statement No. 142, the charge was reflected as the cumulative effect of a
change in accounting principle in the Statement of Operations in the first
quarter of 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current cash resources include its $12.5 million
consolidated cash balance and $17.8 million available, net of letters of credit,
under the Company's bank revolving credit facility as of March 31, 2003. 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 Company's bank credit agreement, which contains
covenants restricting the Company's ability to incur additional indebtedness,
expires in July 2005. The credit facility includes financial and non-financial
covenants as discussed below. The Company expects to be in compliance with all
of its covenants during the remainder of 2003 however, if the Company violates a
covenant that the bank group is unwilling to amend or waive, and the bank group
declares a default under the credit agreement, liquidity could be negatively
impacted.
15
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Financings
In July 2002, the Company entered into a $40.0 million credit facility
which expires in July 2005. The facility has floating rate interest options that
range between 2.25% and 3.00% over LIBOR and commitment fees of up to 0.50%
payable on the unused portion. Under the credit facility, the maximum commitment
of funds available for borrowings is limited by a defined borrowing base formula
related to eligible accounts receivable, which fluctuates during the quarter.
Borrowings under the facility are secured by the Company's assets.
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. As of March 31, 2003, the Company was
in compliance with all covenants.
Cash Flow
Consolidated net cash provided by operating activities was $41.9
million for the three months ended March 31, 2003 compared to $31.2 million for
the same period in 2002. This increase was primarily attributable to improved
earnings in 2003 and to changes in accounts receivable, prepaid assets, accounts
payable and accruals resulting from the timing of collections and payments.
Consolidated cash flow used by net investing activities was $37.8
million in the first quarter of 2003 compared to $38.1 million for the same
period in 2002. Although data procurement costs increased by $.8 million due to
the impact of foreign currency, this increase was more than offset by a $1.2
million decline in capital expenditures.
Net cash provided before financing activities was $4.1 million for the
three months ended March 31, 2003 compared to net cash used of $6.9 for the same
period in 2002. Consolidated cash flow used by financing activities was $1.0
million for the three months ended March 31, 2003 compared to $.5 million for
the same period in 2002.
Other Deferred Costs and Capital Expenditures
Consolidated deferred data procurement expenditures were $35.5 million
for the three months ended March 31, 2003 compared to $34.7 million for the same
period in 2002. These expenditures are amortized over a period of 28 months,
which is the average number of months of back-data provided to clients, and
include payments to retailers for point-of-sale data and other costs related to
collecting, reviewing and verifying other data (i.e., causal factors) which are
an essential part of the Company's database. Such expenditures were $20.2
million and $21.0 million for the three month periods ended March 31, 2003 and
2002, respectively, for the Company's U.S. business and $15.3 million and $13.7
million, respectively, for the Company's International business. International
expenditures for the first quarter of 2003 were higher than the prior year due
to foreign currency impact.
16
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Consolidated capital expenditures were $1.9 million and $2.7 million
for the three months ended March 31, 2003 and 2002, respectively. Capital
expenditures for the Company's U.S. business were $0.9 million and $1.8 million,
while depreciation expense was $5.3 million and $5.6 million for the three
months ended March 31, 2003 and 2002, respectively. The decline in capital
expenditures is primarily due to the timing of projects. The Company's
International capital expenditures were $1.0 million and $0.9 million while
depreciation expense was $1.3 million and $1.1 million, for the three months
ended March 31, 2003 and 2002, respectively.
Consolidated capitalized software development costs, primarily in the
U.S., were $0.4 million and $0.7 million for the three months ended March 31,
2003 and 2002, respectively.
Impact of Inflation
Inflation has slowed in recent years, however the Company's results of
operations are impacted by rising prices given the labor intensive nature of the
business. The Company passes increased costs on to customers with multi-year
contracts by adjusting sales prices through consumer price index increases to
the extent provided for in such contracts.
SPECIAL CHARGES
Since 1999, the Company has undertaken major initiatives as described
below resulting in significant or incremental expenditures that have been
classified as special charges in the Statement of Operations.
2002 Workforce Reduction: In the fourth quarter of 2002, the Company
eliminated approximately 5% of its total workforce in the United States and
Europe through layoffs and the elimination of open positions. Approximately 140
full-time employees were terminated in the fourth quarter of 2002 and the
beginning of 2003. A charge of $7.8 million was recorded in the fourth quarter
of 2002 for severance and other costs related to the layoffs. The Company
expects to realize cost savings of approximately $15.0 million per year as a
result of the workforce reduction.
Project Delta: In the third quarter of 1999, the Company initiated a
comprehensive program named Project Delta. The objective of Project Delta was to
improve productivity and operating efficiencies to reduce the Company's ongoing
cost structure in its U.S. operations. The work outlined as part of Project
Delta was completed during the third quarter of 2001.
Transition of German Production to U.S. Facility: The Company made the
decision in the fourth quarter of 1999 to transfer production services for
Information Resources GfK GmbH from an external vendor in Germany to the
Company's U.S. headquarters facility in order to enhance its InfoScan offering
in Germany and to reduce future production costs. The transition of German
production to the U.S. facility began in the first quarter of 2000 and was
completed in the first quarter of 2002. First quarter 2002 charges of $1.1
million consisted primarily of parallel processing and temporary workforce
expenses.
17
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Information Technology Assessment: During the fourth quarter of 2001,
the Company began a review of its information technology operations to assess
potential restructuring costs and benefits. The review included initial
assessments of database design, transition planning and cost and savings
estimates and was completed in the second quarter of 2002. This project resulted
in cost savings, process efficiencies and a plan for continuous improvement of
the technology infrastructure. First quarter 2002 charges of $4.4 million
related primarily to consulting fees paid to a third party.
The following tables reflect special charges incurred and cash payments
made during the first quarters of 2003 and 2002 (in thousands):
2003 ACTIVITY
---------------------------
LIABILITY AT LIABILITY AT
DECEMBER 31, 2002 PROVISION CASH MARCH 31, 2003
------------------- ----------- ---------- ----------------
SPECIAL CHARGES
2002 workforce reduction $ 7,619 $ -- $(3,710) $ 3,909
Project Delta
Discontinued activities 219 -- (19) 200
------- ------- ------- -------
$ 7,838 $ -- $(3,729) $ 4,109
======= ======= ======= =======
2002 ACTIVITY
----------------------------
LIABILITY
(RECEIVABLE) AT LIABILITY AT
DECEMBER 31, 2001 PROVISION CASH MARCH 31, 2002
------------------- ----------- ---------- ----------------
SPECIAL CHARGES
Project Delta
Termination benefits $ 634 $ (240) $ (254) $ 140
Discontinued activities 265 -- (4) 261
Transition of German
production to U.S. facility 592 1,131 (1,723) --
Information technology
assessment 1,413 4,401 (4,149) 1,665
OTHER ITEMS (1,036) -- 1,036 --
------- ------- ------- -------
$ 1,868 $ 5,292 $(5,094) $ 2,066
======= ======= ======= =======
2003 Restructuring Charges: The Company incurred additional costs in
the second quarter of 2003 of approximately $2.4 million relating to the
termination of approximately 7% of its United States workforce.
18
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 in this Quarterly Report on Form 10-Q are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated. These
risks and uncertainties are described in reports and other documents filed by
the Company with the Securities and Exchange Commission including the Company's
Annual Report on Form 10-K for the year 2002.
ITEM 4. CONTROLS AND PROCEDURES
As of March 31, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2003.
19
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
----------- ----------------------
99.1 Chief Executive Officer Certification of
Periodic Report
99.2 Chief Financial Officer Certification of
Periodic Report
99.3 Information Resources, Inc. Supplemental
Executive Retirement Plan for Joseph P.
Durrett effective as of April 30, 1999
99.4 Information Resources, Inc. Supplemental
Executive Retirement Plan for Andrew G.
Balbirer and Edward C. Kuehnle effective as
of November 1, 2002
b. Reports on Form 8-K
During the first quarter of 2003, the Company filed a Current Report on Form 8-K
on March 4, 2003, covering Item 5 (Other Events) and Item 7 (Exhibits), which
contained the press release announcing that the Company has engaged the
investment banking firm of William Blair & Company, L.L.C. to assist the Company
in its exploration of strategic options.
20
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 and
Principal Financial Officer)
/s/ MARY K. SINCLAIR
--------------------
Mary K. Sinclair
Controller
May 14, 2003 (Principal Accounting Officer)
21
CERTIFICATIONS
I, Joseph P. Durrett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Information
Resources, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a -14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Joseph P. Durrett
- ---------------------
Joseph P. Durrett
Chief Executive Officer
May 14, 2003
22
CERTIFICATIONS
I, Andrew G. Balbirer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Information
Resources, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a -14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Andrew G. Balbirer
- ----------------------
Andrew G. Balbirer
Chief Financial Officer
May 14, 2003
23