e11vk
Table of Contents

 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-1004

FORM 11-K

     
þ   Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934

          For the fiscal year ended December 31, 2004 or

     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

          For the transition period from                      to                     .

Commission File Number 0-19598

infoUSA Inc. 401(K) Plan

5711 South 86th Circle, Omaha, Nebraska 68127

(Full title and address of the plan)

infoUSA Inc.

5711 South 86th Circle, Omaha, Nebraska 68127

Registrant’s telephone number, including area code (402) 593-4500

Notices and communications from the Securities and Exchange

Commission relative to this report should be forwarded to:

Raj Das

Chief Financial Officer

infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127

 
 

 

Table of Contents

infoUSA INC. 401(k) PLAN

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003

(With Report of Independent Registered Public Accounting Firm Thereon)

 

infoUSA INC. 401(k) PLAN

Table of Contents

         
 
   Page
    1  
    2  
    3  
    4  
Supplemental Schedule:
        
    8  
 Consent of Independent Registered Public Accounting Firm

 

Table of Contents

Report of Independent Registered Public Accounting Firm

The Plan Trustees
infoUSA Inc. 401(k) Plan:

We have audited the financial statements of the infoUSA Inc. 401(k) Plan (the Plan) as of December 31, 2004 and 2003 and for the year ended December 31, 2004, as listed in the accompanying table of contents. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for plan benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

         
     
    /s/ KPMG LLP
    KPMG LLP
     

Omaha, Nebraska
June 10, 2005

1

Table of Contents

infoUSA INC. 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2004 and 2003

                 
    2004     2003  
Assets:
                
Noninterest-bearing cash
   $ 6,123       —  
Investments at fair value:
                
Interest-bearing cash
     37,266       3,364,719  
Mutual funds
     44,784,807       34,164,890  
infoUSA Inc. common stock
     7,348,775       5,214,886  
Participant loans
     1,087,360       1,021,234  
 
            
Total investments
     53,258,208       43,765,729  
 
            
Total assets
     53,264,331       43,765,729  
Liabilities:
                
Accrued administrative expenses
     40,806       15,394  
 
            
Net assets available for plan benefits
   $ 53,223,525       43,750,335  
 
            

See accompanying notes to financial statements.

2

Table of Contents

infoUSA INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2004

         
Additions to net assets attributed to:
        
Investment income:
        
Interest income
   $ 56,890  
Dividend income
     586,187  
Net appreciation in fair value of investments
     5,495,954  
 
      
Total investment income
     6,139,031  
 
      
Contributions:
        
Participants
     4,143,917  
Employer stock contribution
     1,527,470  
Participant rollovers
     1,087,700  
 
      
Total contributions
     6,759,087  
 
      
Plan merger
     1,095,458  
 
      
Total additions
     13,993,576  
 
      
Deductions from net assets attributed to:
        
Benefits paid to participants
     4,325,061  
Administrative fees
     195,325  
 
      
Total deductions
     4,520,386  
 
      
Net increase
     9,473,190  
Net assets available for plan benefits:
        
Beginning of year
     43,750,335  
 
      
End of year
   $ 53,223,525  
 
      

See accompanying notes to financial statements.

3

Table of Contents

Notes to Financial Statements — December 31, 2004 and 2003

(1)   Description of Plan
 
    The following description of the infoUSA Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

  (a)   General
 
      The Plan is a defined contribution plan covering employees of infoUSA Inc. (the Company) who have been employed by the Company for any consecutive six-month period and have attained age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
      Effective April 1, 2004, the trustee of the Plan changed from T. Rowe Price to First National Bank of Omaha.
 
  (b)   Contributions
 
      Each year, participants may contribute up to 100% of their pretax annual compensation, as defined by the Plan, not to exceed limits set by the secretary of the treasury. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Company makes matching contributions of 50% of the first 6% of participant contributions, which may be in the form of Company common stock or cash.
 
  (c)   Participant Accounts
 
      Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and an allocation of plan earnings based on balances in their account. All contributions, except Company matching contributions made in Company common stock, are directed by the participants into the various investment options offered. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
  (d)   Vesting
 
      Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100% vested after five years of credited service.
 
  (e)   Participant Loans
 
      Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. These loans are secured by the balance in the participant’s account and bear interest at rates that range from 5.0% to 10.5% at December 31, 2004. Principal and interest is paid ratably through payroll deductions. Loans are considered in default 90 days following the last payment for the loan. At the time of default, they are considered a distribution of the Plan.

4

Table of Contents

  (f)   Payment of Benefits
 
      Upon termination of service, a participant will receive a lump-sum amount equal to the vested value of his or her account, subject to mandatory Federal income tax withholding, unless the participant rolls over the distribution into another qualified plan.
 
  (g)   Forfeitures
 
      Nonvested portions of terminated participants’ accounts are forfeited. At December 31, 2004 and 2003, forfeited nonvested accounts totaled $314,327 and $286,268, respectively. Forfeitures are applied against future Company contributions, including payment of administrative expenses. During 2004, administrative expenses of $144,475 were paid from forfeited nonvested accounts.

(2)   Summary of Significant Accounting Policies
 
    The following is a summary of significant accounting policies followed in the preparation of these financial statements.

  (a)   Basis of Presentation
 
      The accompanying financial statements have been prepared on an accrual basis and present the net assets available for plan benefits and changes in those net assets.
 
  (b)   Investments
 
      The Plan’s investments are stated at fair value. Purchases and sales of securities are recorded on a trade-date basis. Quoted market prices are used to determine fair value of investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participants’ loans are valued at their outstanding balances, which approximate fair value. Interest income is recorded as earned on an accrual basis and dividend income is recorded on the ex-dividend date.
 
  (c)   Payment of Benefits
 
      Benefits are recorded when paid.
 
  (d)   Administrative Expenses
 
      The Plan is responsible for all administrative expenses; however, the Company may elect to pay administrative expenses directly or through forfeited nonvested accounts.
 
  (e)   Use of Estimates
 
      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

5

Table of Contents

(3)   Investments
 
    The following table represents the fair value of individual investments that exceed 5% of the Plan’s net assets at December 31, 2004 and 2003:
                 
    2004     2003  
infoUSA Inc. common stock
   $ 7,348,775       5,214,886  
Alliance Bernstein growth & income fund
     8,773,477       —  
Gabelli growth fund
     8,864,327       —  
PIMCO total return fund
     4,232,079       3,555,370  
RS Smaller Co. growth fund
     4,237,264       —  
Royce total return fund
     2,401,592       —  
ABN AMRO income plus fund
     3,296,799       —  
Vanguard 500 index fund
     7,102,468       —  
T. Rowe Price summit cash reserves
     —       3,364,719  
T. Rowe Price equity income fund
     —       7,788,928  
T. Rowe Price equity index 500 fund
     —       5,290,790  
T. Rowe Price growth stock fund
     —       8,379,006  
Brinson small cap growth fund
     —       3,681,093  
 
            

     During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $5,495,954 as follows:
         
Mutual funds
   $ 2,844,411  
infoUSA Inc. common stock
     2,651,543  
 
      
 
   $ 5,495,954  
 
      

(4)   Nonparticipant-directed Investments
 
    Information about the net assets and the changes in net assets related to the investment in infoUSA Inc. common stock, which includes both participant-directed and nonparticipant-directed contributions, is as follows:
         
Net assets available for plan benefits—January 1, 2004
   $ 5,214,886  
Net appreciation in fair value of investments
     2,651,543  
Employee contributions
     106,875  
Employer stock contribution
     1,527,470  
Benefits paid to participants
     (585,308 )
Transfers
     (1,465,184 )
Forfeitures
     (101,507 )
 
      
Net assets available for plan benefits—December 31, 2004
   $ 7,348,775  
 
      

6

Table of Contents

(5)   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
 
(6)   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by a letter dated June 27, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 
(7)   Party-in-interest Transactions
 
    The Plan invests in various funds managed by T. Rowe Price, the Plan’s trustee through March 31, 2004. As these transactions were with the trustee, they qualify as a party-in-interest. The Plan utilizes Smith Barney as its investment advisor; therefore, they qualify as a party-in-interest. Fees paid by the Plan for the investment advisory services for the year ended December 31, 2004 amounted to $28,566.
 
(8)   Risks and Uncertainties
 
    The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits.
 
(9)   Plan Merger
 
    Effective May 1, 2004, the Company merged the assets of the Triplex Direct Marketing Corporation 401(k) Profit Sharing Plan into the Plan. Previous years of service were credited to the Plan for purposes of eligibility and vesting. The assets, totaling $1,095,458, were merged into the Plan at fair market value.
 
(10)   Subsequent Event
 
    Effective January 1, 2005, the Company merged assets of the OneSource Retirement Savings Plan of approximately $8,500,000 into the Plan.

7

Table of Contents

Schedule

infoUSA INC. 401(k) PLAN
Schedule H, line 4i—Schedule of Assets (Held at End of Year)
December 31, 2004

                         
        (c)              
        Description of investment,              
    (b)   including maturity date, number           (e)  
    Identity of issue, borrower,   of shares or units, rate of interest,   (d)     Current  
(a)   lessor, or similar party   collateral, and par or maturity value   Cost     value  
 
   William Blair international growth fund   Mutual fund   $ * *     2,172,287  
 
   Alliance Bernstein growth & income fund   Mutual fund     * *     8,773,477  
 
   Credit Suisse global fixed fund   Mutual fund     * *     353,283  
 
   Dreyfus emerging markets fund   Mutual fund     * *     1,089,029  
 
   Gabelli growth fund   Mutual fund     * *     8,864,327  
 
   ING GNMA income fund   Mutual fund     * *     46,212  
 
   Loomis Sayles bond fund   Mutual fund     * *     1,232,663  
*
   T. Rowe Price Funds high yield fund   Mutual fund     * *     942,339  
 
   PIMCO total return fund   Mutual fund     * *     4,232,079  
 
   RS Smaller Co growth fund   Mutual fund     * *     4,237,264  
 
   Royce total return fund   Mutual fund     * *     2,401,592  
 
   ABN AMRO income plus fund   Mutual fund     * *     3,296,799  
 
   Vanguard 500 index fund   Mutual fund     * *     7,102,468  
 
   Fidelity real estate investment fund   Mutual fund     * *     6,440  
 
   Fidelity strategic income fund   Mutual fund     * *     5,745  
 
   Janus growth & income fund   Mutual fund     * *     4,843  
 
   Japan Fd Inc. international equity fund   Mutual fund     * *     11,805  
 
   Stratton monthly dividend REIT   Mutual fund     * *     6,482  
 
   Vanguard energy fund   Mutual fund     * *     5,673  
 
   Goldman Sachs   Money market fund     * *     37,266  
*
   infoUSA Inc.   Common stock, 656,727 shares     6,825,149       7,348,775  
 
   Participant loans   Maturity dates ranging from 2005 to                
 
       2014 with rates from 5.0% to 10.5%     —       1,087,360  
 
                      
 
                   $ 53,258,208  
 
                      
 
*   Represents party-in-interest.
 
**   Historical cost information is omitted as it is no longer required for participant-directed accounts.

See accompanying report of independent registered public accounting firm.

8

Table of Contents

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.

         
Date: June 28, 2004  infoUSA INC.
 		  
  /s/ RAJ DAS    
  Raj Das, Chief Financial Officer   
  (principal financial officer)   
 

9

Table of Contents

INDEX TO EXHIBITS

     
EXHIBIT    
NUMBER   DESCRIPTION
23.1
  Consent of Independent Registered Public Accounting Firm filed herewith.