-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LjEkgdzmOrTdMw47rlp34McDKBaVG2GsYA/IrQ8RejXcwuChBPqYzfXuCwwCC6HI Gg7MQ/asv/2YUfU93AUm/w== 0000950131-95-001312.txt : 19950530 0000950131-95-001312.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950131-95-001312 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION RESOURCES INC CENTRAL INDEX KEY: 0000714278 STANDARD INDUSTRIAL CLASSIFICATION: 7370 IRS NUMBER: 362947987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 95539631 BUSINESS ADDRESS: STREET 1: 150 N CLINTON ST CITY: CHICAGO STATE: IL ZIP: 60661-1416 BUSINESS PHONE: 3127261221 MAIL ADDRESS: STREET 1: 150 N CLINTON ST CITY: CHICAGO STATE: IL ZIP: 60661-1416 10-Q 1 FORM 10-Q 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, 1995 Transition report pursuant to Section 13 or 15(d) of the - - - - ----- Securities Exchange Act of 1934. For the transition period from to 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 -------------------- Securities registered pursuant to Section 12(g) of the Act: Title of each class ------------------- Common, $.01 par value per share Preferred Stock Purchase Rights Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares of the registrant's common stock, $.01 par value per share outstanding, as of April 28, 1995, was 26,808,620. 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 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION - - - - --------------------------- Item 6 - Exhibits and Reports on Form 8-K 13 Signatures 14
2 INFORMATION RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED (IN THOUSANDS)
ASSETS MARCH 31, 1995 DECEMBER 31, 1994 - - - - ------ -------------- ----------------- CURRENT ASSETS Cash and cash equivalents $ 11,785 $ 11,792 Accounts receivable - net 140,314 119,851 Deferred income taxes 4,636 4,471 Prepaid expenses and other 8,843 7,075 -------- -------- Total Current Assets 165,578 143,189 -------- -------- PROPERTY AND EQUIPMENT 156,747 145,537 Accumulated depreciation and amortization (92,144) (85,244) -------- -------- 64,603 60,293 INVESTMENTS 19,628 20,995 OTHER ASSETS Deferred data procurement costs (net of amortization) 98,282 87,799 Capitalized software costs - net 24,187 23,357 Goodwill - net 8,818 4,450 Other 12,973 14,471 -------- -------- 144,260 130,077 -------- -------- $394,069 $354,554 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - - - - ------------------------------------ CURRENT LIABILITIES Current maturities of capitalized leases $ 2,023 $ 1,998 Current maturities of long-term debt 3,000 -- Accounts payable 30,003 19,665 Accrued expenses 21,862 28,012 Deferred revenue 23,313 17,733 Other 5,775 6,207 -------- -------- Total Current Liabilities 85,976 73,615 -------- -------- LONG-TERM DEBT 55,000 29,000 LONG-TERM CAPITALIZED LEASES 2,881 2,452 DEFERRED INCOME TAXES 13,166 16,122 DEFERRED GAIN 4,359 4,463 OTHER LIABILITIES 1,788 1,701 STOCKHOLDERS' EQUITY Preferred stock-authorized, 1,000,000 shares $.01 par value - none issued -- -- Common stock - authorized 60,000,000 shares in 1995 and in 1994, $.01 par value, issued in 1995: 26,808,620 shares; issued in 1994: 26,493,277 shares 268 265 Capital in excess of par value 174,467 169,703 Retained earnings 54,215 57,506 Cumulative translation adjustment 1,949 (273) -------- -------- Total Stockholders' Equity 230,899 227,201 -------- -------- $394,069 $354,554 ======== ========
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 ------------ 1995 1994 --------- --------- Revenues $ 104,795 $ 87,678 Costs and expenses: Operating expenses 98,151 72,581 Selling, general and administrative expenses 11,624 10,571 --------- --------- 109,775 83,152 --------- --------- Operating profit (loss) (4,980) 4,526 Other income (expense): Interest income 140 151 Interest expense (1,273) (215) Litigation provision -- (5,000) Other - net 179 119 --------- --------- (954) (4,945) --------- --------- Equity in loss of affiliated companies (49) (2,258) --------- --------- Loss before income taxes, minority interest and cumulative effect of change in accounting principle (5,983) (2,677) Income tax benefit (2,692) (895) --------- --------- Loss before minority interest and cumulative effect of change in accounting principle (3,291) (1,782) Minority interest -- 494 --------- --------- Loss before cumulative effect of change in accounting principle (3,291) (1,288) Cumulative effect on prior years of change in accounting principle -- (6,594) --------- --------- Net loss $ (3,291) $ (7,882) ========= ========= Loss per common and common equivalent share: Before cumulative effect of accounting change $ (.12) $ (.05) Cumulative effect of accounting change -- (.26) --------- --------- Net loss $ (.12) $ (.31) ========= ========= Weighted average common and common equivalent shares 26,615 25,579 ========= =========
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 ---------------------------- 1995 1994 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss: $ (3,291) $ (7,882) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 6,503 4,757 Amortization of capitalized software costs 2,128 1,876 Amortization of deferred data procurement costs 19,799 15,046 Deferred income taxes (3,131) (703) Equity in loss of affiliated companies 49 2,258 Minority interest -- (494) Cumulative effect of change in revenue recognition -- 6,594 Stock option compensation expense 725 -- Cumulative translation adjustment 1,841 217 Other 354 (108) Change in assets and liabilities: Increase in current assets (19,319) (11,160) (Increase) Decrease in other assets (812) 295 Increase in current liabilities 544 2,632 Increase (Decrease) in other liabilities (76) 332 -------- -------- Total adjustments 8,605 21,542 -------- -------- Net cash provided by operating activities 5,314 13,660 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment - net (4,062) (6,507) Software costs (2,575) (2,974) Deferred data procurement costs (23,108) (19,314) Investment relating to joint ventures (4,812) (1,124) -------- -------- Net cash used by investing activities (34,557) (29,919) CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments of capitalized leases (737) (379) Net borrowings under line of credit agreements 29,000 6,000 Proceeds from exercise of stock options 238 679 -------- -------- Net cash provided by financing activities 28,501 6,300 EFFECT OF EXCHANGE RATE ON CASH 735 201 -------- -------- NET DECREASE IN CASH (7) (9,758) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,792 19,368 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,785 $ 9,610 ======== ========
(continued) 5 INFORMATION RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT'D. UNAUDITED (IN THOUSANDS) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
THREE MONTHS ENDED MARCH 31 ----------------------------- 1995 1994 ------ ------ CASH PAID (REFUNDED) DURING THE PERIOD FOR: Interest $1,154 $ 215 Income taxes refunded $ (284) $(799)
In March 1995, the Company and Middle East Market Research Bureau ("MEMRB") International entered into a strategic alliance agreement. The Company contributed $2.6 million of stock in connection with the agreement. The accompanying notes are an integral part of these statements. 6 INFORMATION RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of March 31, 1995 and December 31, 1994 and the results of operations for the three months ended March 31, 1995 and March 31, 1994 and cash flows for the three months ended March 31, 1995 and March 31, 1994. 2. These financial statements are presented in accordance with the requirements of Form 10-Q and consequently may not include all disclosures normally required by generally accepted accounting principles or those normally made in the Company's Annual Report on Form 10-K. Accordingly, the financial statements and related notes in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 should be read in conjunction with the accompanying condensed consolidated financial statements. 3. Loss per common and common equivalent share is based on the weighted average number of shares of common stock and common stock equivalents outstanding. The effect of dilution from the exercise of stock options is considered in the computation of loss per common and common equivalent share by the use of the modified treasury stock method for the quarters ended March 31, 1995 and March 31, 1994 since options outstanding exceeded 20% of the shares of common stock outstanding. In applying the modified treasury stock method for the period ended March 31, 1995 and 1994, stock options were not included as they were anti-dilutive. 4. In February 1995, the Company purchased 39% of it's French joint venture, IRI-SECODIP, from SECODIP increasing the Company's ownership in the joint venture from 50% to 89%. The Company has a call option, and the joint venture partner has a put option, for the remaining interest in the joint venture. The Company's call option is exercisable any time through March 15, 1996 for 750,000 French Francs (which at March 31, 1995 would approximate $156,000). The put option is exercisable between February 16, 1996 and March 15, 1996 at the same price. The Company's investment in the French joint venture is accounted for on the consolidation basis in the first quarter of 1995, and on the equity basis in the first quarter of 1994. 5. In March 1995, the Company entered into an alliance with MEMRB, a market research company based in Cyprus. The Company issued 176,000 shares of its common stock having a market value of approximately $2.6 million in connection with this agreement. MEMRB provides market research throughout 22 countries in the Middle East, Eastern Europe, the Mediterranean, the Commonwealth of Independent States and North Africa. Under the terms of the alliance, MEMRB has agreed to cooperate in the adoption of multi- country technical standards developed by the Company and co-market certain information and software products with the Company. The Company has an option to acquire up to a 49% ownership interest in MEMRB. 6. The Company established a three-year unsecured revolving bank credit facility of $65,000,000 in November 1994. The credit facility allows borrowings of $65,000,000 through December 30, 1995 and is scheduled to decrease to $55,000,000 on December 31, 1995 and to $45,000,000 on December 31, 1996. The credit facility contains certain financial covenants including: restrictions on additional indebtedness and liens, limitations on acquisitions and investments, and maintenance of minimum levels of tangible net worth, and current, leverage and cash flow coverage ratios. At March 31, 1995 the Company was not in compliance with its current ratio requirement. Noncompliance with the current ratio requirement was waived at March 31, 1995. The Company has classified its debt between long-term and short-term according to its terms. 7 INFORMATION RESOURCES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the percentage relationship to revenue of certain items in the Condensed Consolidated Statements of Operations, and the percentage changes from period to period in such items.
PERCENTAGE INCREASE/(DECREASE) PERCENTAGE OF REVENUE OVER PRIOR PERIOD --------------------- ------------------- THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31 1995/ 1995 1994 1994 ------------------- ------------------- Revenues 100.0% 100.0% 19.5% Operating expenses 93.7 82.7 35.2 Selling, general & admin. 11.1 12.1 10.0 Operating profit (loss) (4.8) 5.2 * Other expense (0.9) (5.6) * Equity in loss of affiliates * (2.6) * Income tax benefit (2.6) (1.0) * Minority interest -- * * Cumulative effect of accounting change -- (7.5) * Net loss (3.1) (9.0) (58.2)
* Not meaningful 8 INFORMATION RESOURCES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D. REVENUES Revenues attributable to the Company's information services and software product and support services are as follows:
THREE MONTHS ENDED MARCH 31 1995 1994 -------- ------- Information Services - - - - -------------------- Domestic Information Businesses: InfoScan $ 51,873 $48,214 BehaviorScan/Other Testing Services 5,189 5,633 Towne-Oller 3,658 4,161 Other 653 -- -------- ------- Total Domestic Information Services 61,373 58,008 -------- ------- International Information Businesses 8,886 2,598 -------- ------- Total Information Services 70,259 60,606 -------- ------- Software Products and Support Services - - - - -------------------------------------- Business Intelligence Software $ 30,277 $24,188 Retailer Services 4,259 2,884 -------- ------- Total Software Services 34,536 27,072 -------- ------- Total Revenues $104,795 $87,678 ======== =======
The Company's revenue from operations for the three months ended March 31, 1995 increased 19.5% to $104.8 million compared to $87.7 million for the first three months of 1994. The revenue growth resulted principally from increased revenues from its business intelligence software products, growth in international information services revenues and modest growth in domestic InfoScan revenues. Revenues from the Company's business intelligence software products were $30.3 million, an increase of 25.2% over the same three month period in 1994. Business intelligence software products, primarily EXPRESS software products, experienced growth in both domestic and international revenues for the first quarter of 1995 compared to the same period in 1994. The Company achieved strong revenue growth due to sales to both new and existing clients. Revenues from the Company's domestic InfoScan product line for the three months ended March 31, 1995 were $51.9 million, an increase of 7.6% over the same period in 1994. Such revenue growth was less than the prior year comparable quarter due to an intense pricing environment which limited the ability of the Company to grow revenues on renewals as well as the impact of a few customer decisions made in late 1993 and early 1994 not to renew their contracts in 1995. Growth over first quarter 1994 results was driven by nearly a 40% increase in the use of the InfoScan sample and census data bases for customized analyses. 9 INFORMATION RESOURCES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D. The Company's majority owned information businesses located in the United Kingdom, France, Italy, Greece, Puerto Rico and Turkey are now included in the "International Information Businesses" sector. Revenues generated by the Company's businesses operating in France, Italy and Greece, which contributed approximately $4.3 million of the total first quarter 1995 increase in international information service revenue, have not previously been consolidated. Revenue from the Company's information services business in the United Kingdom increased from $2.1 million in the first quarter of 1994 to $3.9 million in the first quarter of 1995, an increase of 85.7%. Of this increase, 12.3% relates to the weakening of the U.S. dollar compared to the local currency. OPERATING EXPENSES Operating expenses increased from $72.6 million in the first quarter of 1994 to $98.2 million in the first quarter of 1995. As a percentage of revenues, operating expenses increased from 82.7% in 1994 to 93.7% in the first quarter of 1995. Approximately 38.7% of the increase is attributable to the expansion of the Company's international information businesses, of which approximately 57.0% is due to the inclusion in the Company's consolidated financial statements of the operating expenses of the Company's French affiliate resulting from the Company's recently acquired majority interest in this venture. The increase in the Company's total operating expenses reflected a $15.0 million increase in compensation expense, a $4.7 million increase in amortization of deferred data procurement costs and a $3.9 million increase in depreciation and computer expenses required to deliver InfoScan services in the United States and Europe. Operating expenses also increased as a result of increases in client service staff to support current and planned future revenue increases, and increases in computer operations to support the Company's "OMEGA" production re-engineering and cost reduction project. Included in deferred data procurement costs is an increase of $3.0 million related to the Company's continuing expansion of data collection in its international information services businesses. Operating expense increases in software products and support services came from additional staffing and computer hardware and software expansion. These were incurred to support current and planned revenue growth. Expenses associated with the final implementation of the Company's Windows introduction also contributed to the increase in operating expenses. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses increased from $10.6 million in the first quarter of 1994 to $11.6 million in the same three month period in 1995. As a percentage of revenue, SG&A expenses decreased from 12.1% to 11.1% for these respective periods. The dollar increases in SG&A expenses were attributable to increased spending in promotion and advertising and corporate related expenditures. Approximately 40.2% of the increase in total SG&A expense is due to the Company's increased ownership interest in its French affiliate. The decrease of SG&A expense as a percentage of revenue during the first quarter of 1995 was principally due to one-time charges of $1.4 million incurred in the first quarter of 1994 in connection with the cancelled acquisition of Asia-based SRG Holdings Limited. 10 INFORMATION RESOURCES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D. OTHER EXPENSE Other expenses for the three months ended March 31, 1995 and 1994 were $954,000 and $4.9 million, respectively. The 1994 results reflect a pre-tax provision of $5.0 million related to shareholder litigation. Interest expense relating to bank borrowings increased in first quarter 1995 by $1.1 million relative to first quarter 1994 results. EQUITY IN LOSS OF AFFILIATED COMPANIES Equity in loss of affiliated companies reflects losses recognized related to equity investments. The decrease was primarily due to the Company's increased ownership interest in its French affiliate whose accounts have now been included in the accompanying condensed consolidated financial statements. INCOME TAXES The Company's effective tax rate was 45.0% and 33.4% for the three months ended March 31, 1995 and 1994, respectively. The tax rate on operations including minority interest was 45.0% and 41.0% for the three months ended March 31, 1995 and 1994, respectively. CUMULATIVE EFFECT ON PRIOR YEARS OF CHANGE IN ACCOUNTING PRINCIPLE Effective January 1, 1994, the Company changed its method of recognizing revenue on InfoScan, PromotionScan and BehaviorScan products. Revenue now is recognized over the term of the contract on a straight-line basis. Previously, the Company recognized a portion of the initial contract revenue in the period between client commitment and either the start of forward data or the test commencement. The cumulative effect of this change as of January 1, 1994 is a $6.6 million after-tax charge. NET LOSS As a result of the factors described above, net loss was $3.3 million and $7.9 million for the three months ended March 31, 1995 and 1994, respectively. Net loss per share was $0.12 and $0.31 for 1995 and 1994, respectively. Included in first quarter 1994 results, however, were one-time charges of $10.3 million, or $0.41 per share. Included in these charges for 1994 were cumulative effect of change in accounting principle for revenue recognition, shareholder litigation reserves and charges for the cancelled acquisition of SRG Holdings Limited. 11 INFORMATION RESOURCES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D. FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The Company increased its bank borrowings to $58.0 million at quarter end from $29.0 million at December 31, 1994. The primary use for borrowing has been the expansion of the Company's information services business in Europe. Since the Company's bank credit facility is limited to $65.0 million and decreases to $55.0 million at December 30, 1995, the Company's ability to continue funding growth of its businesses through further bank borrowings is severely restricted. The Company continues to pursue a number of alternatives to finance its cash needs. However, to date the Company has not entered into any commitment with any party for the provision of such financing. In order to operate within its current cash resources, the Company recently instituted a number of measures to conserve cash. These include aggressive management of operating expenses, accounts receivable and payable and minimizing capital spending. In the event that these measures are not sufficient and the Company is unable to obtain new financing during 1995, the Company will likely have to cut back on certain other activities. The Company obtained the consent of its bank syndicate waiving compliance with the current ratio of the bank credit facility as of March 31, 1995, since the Company was not in compliance with that ratio requirement at quarter end. If the Company obtains additional financing, it likely will seek amendments to its current bank credit facility. However, there can be no assurance that the Company will be able to comply with, or obtain waivers of, the financial covenants currently in its bank credit facility. 12 INFORMATION RESOURCES, INC. AND SUBSIDIARIES PART II OTHER INFORMATION (CONT'D.) Item 6. Exhibits and Reports on Form 8-K. a. Exhibits Exhibit No. Description of Exhibit Page ----------- ---------------------- ---- 10 Second Amendment to Lease Agreement dated September 27, 1990 between Randolph/Clinton Limited Partnership and the Company (filed herewith). EF 11 Computations of loss per common and common equivalent share (filed herewith). EF 27 Financial Data Schedule (filed herewith). EF b. The Registrant has not filed any reports on Form 8-K during the quarter for which this report is filed. 13 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, Registrant's principal financial officer, thereunto duly authorized. INFORMATION RESOURCES, INC. --------------------------- (Registrant) /s/ James G. Andress ------------------------------------------ James G. Andress Chief Executive Officer, President, Chief Operating Officer, Acting Chief Financial Officer and Director (Authorized officer of Registrant and principal financial officer) May 15, 1995 14 EX-10 2 LEASE AGREEMENT EXHIBIT 10 INFORMATION RESOURCES, INC. AND SUBSIDIARIES SECOND AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT, dated as of March 29, 1995, is entered into by and between INFORMATION RESOURCES, INC., a Delaware corporation ("Tenant") and RANDOLPH/CLINTON LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"). This amendment amends that certain Lease Agreement between Landlord and Tenant dated as of September 27, 1990 (the "Original Lease "), as amended by an Amendment Number 1 to Lease Agreement dated as of March 27, 1991 (the Original Lease, as so amended, is referred to herein as the "Lease"). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Lease. Landlord and Tenant hereby amend the Lease as follows: 1. Paragraph 5(a) of the Lease is hereby amended so that the initial Term of the Lease shall expire on the last day of the 240th calendar month next following the date of the Original Lease, it being understood that it is the intention of the Landlord and Tenant to extend the initial Term to October 31, 2010. The Expiration Date shall mean October 31, 2010. Paragraph 5(b) of the Lease is amended and re stated in its entirety to read as follows: (b) Provided that on or before October 31, 2010 this Lease shall not have been terminated pursuant to any provision hereof, on October 31, 2010 the Term of this Lease shall be deemed to have been automatically extended for an additional period of five years unless Tenant shall notify Landlord in writing in recordable form on or prior to April 30, 2009 that Tenant is terminating this Lease as of October 31, 2010. Any such extension of the Term shall be subject to all the provisions of this Lease, as the same may be amended, supplemented or modified. 2. Landlord hereby waives any requirement that Tenant comply with the Fixed Charged Coverage Ratio tests set forth in clause (ii) in Section C.(iii) of Exhibit E to the Lease for the fiscal year ending December 31, 1994 and for any period in calendar year 1995. 3. Section C.(i) of Exhibit E to the Lease is hereby amended by requiring the Tenant to maintain a minimum Consolidated Tangible Net Worth of at least $100,000,000.00 for the period January 1, 1995 through and including December 1, 1995. 4. All references in Exhibit E to Tangible Net Worth shall be deemed to be a reference to Consolidated Tangible Net Worth. 5. Promptly after the date hereof, Tenant and Landlord shall execute an amendment to the existing memorandum of Lease to reflect the extension of the initial Term. Tenant shall pay Landlord's reasonable legal fees and expenses incurred in preparing such amendment and this agreement. IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date first written above. INFORMATION RESOURCES, INC. By: /s/ James G. Andress -------------------------------- RANDOLPH/CLINTON LIMITED PARTNERSHIP By: QRS 10-1 (ILL), INC., general partner By: /s/ H. Cabot Lodge III -------------------------------- EX-11 3 SHARE EARNINGS EXHIBIT 11 INFORMATION RESOURCES, INC. AND SUBSIDIARIES COMPUTATIONS OF LOSS PER COMMON AND COMMON EQUIVALENT SHARE
THREE MONTHS ENDED MARCH 31, 1995 ------------------- Loss for the period (A): Before cumulative effect of accounting change $ (3,291,000) Cumulative effect of accounting change -- ---------------- Net loss $ (3,291,000) ================ Weighted common shares outstanding during the period 26,614,594 Dilutive effect of options outstanding during the period pursuant to modified treasury stock method -- ---------------- Total common and common equivalent shares (B) 26,614,594 ================ Loss per common and common equivalent shares (A)/(B): Before cumulative effect of accounting change $ (.12) Cumulative effect of accounting change -- ---------------- Net loss $ (.12) ================ THREE MONTHS ENDED MARCH 31, 1994 ------------------- Loss for the period (A): Before cumulative effect of accounting change $ (1,288,000) Cumulative effect of accounting change (6,594,000) ---------------- Net loss $ (7,882,000) ================ Weighted common shares outstanding during the period 25,579,000 Dilutive effect of options outstanding during the period pursuant to modified treasury stock method -- ---------------- Total common and common equivalent shares (B) 25,579,000 ================ Loss per common and common equivalent shares (A)/(B): Before cumulative effect of accounting change $ (.05) Cumulative effect of accounting change (.26) ---------------- Net loss $ (.31) ================
EX-27 4 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1995 MAR-31-1995 11,785 0 144,062 3,748 0 165,578 156,747 92,144 394,069 85,976 0 268 0 0 230,631 394,069 104,795 104,795 0 98,151 0 0 1,273 (5,983) (2,692) (3,291) 0 0 0 (3,291) (.12) (.12)
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