-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fy7k3wTDl2kega9ugLeFpiesySUCPMjWN38R3pm8oV5FeFYBMhWbh+UGSQwdmQ0T VrovdbIk9U0rDM93SOp4Dw== 0000950137-03-003923.txt : 20030724 0000950137-03-003923.hdr.sgml : 20030724 20030723202706 ACCESSION NUMBER: 0000950137-03-003923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION RESOURCES INC CENTRAL INDEX KEY: 0000714278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 521287752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 03799332 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 8-K 1 c78482e8vk.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2003 INFORMATION RESOURCES, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-11428 36-2947987 (Commission File Number) (I.R.S. Employer Identification No.) 150 North Clinton Street, Chicago, Illinois 60661-1416 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 726-1221 ITEM 12. Disclosure of Results of Operations and Financial Condition On July 23, 2003, Information Resources, Inc. (the "Company") issued a press release announcing its results for the second quarter ended June 30, 2003. A copy of the press release is attached as Exhibit 99.1. 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 hereunto duly authorized. INFORMATION RESOURCES, INC. By: /s/ MONICA M. WEED ----------------------------- Title: Secretary -------------------------- Date: July 23, 2003 EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release of Information Resources, Inc. dated July 23, 2003 EX-99.1 3 c78482exv99w1.txt PRESS RELEASE DATED JULY 23, 2003 FOR IMMEDIATE RELEASE JULY 23, 2003 INFORMATION RESOURCES, INC. ANNOUNCES SECOND QUARTER 2003 RESULTS CHICAGO, July 23, 2003 -- Information Resources, Inc. (NASDAQ: IRIC) today reported results for the second quarter of 2003. SECOND QUARTER 2003 RESULTS For the quarter ended June 30, 2003, IRI reported a net loss of $.2 million or $.01 per share. This compares to net income of $.3 million or $.01 per share for the same period last year. Second quarter results for 2003 include special charges relating to a previously announced reduction in headcount of $2.3 million pre-tax or $.05 per share compared to special charges relating to restructuring of $1.9 million pre-tax or $.04 per share in the prior year. Consolidated revenue of $142.4 million was 2% higher than prior year. U.S. revenue was $101.7 million, 3% lower than last year, primarily as a result of a 4% decline in the Retail Tracking business, which comprises about 70% of the U.S. business. The U.S. Panel and Analytics business continued to grow, up 6% over the second quarter of 2002. International revenue of $40.7 million was 16% higher than the second quarter of 2002 in U.S. dollar terms, but 2% lower in local currencies. "IRI second quarter results before restructuring charges were in line with previous expectations. In the second quarter, IRI made modest progress in what remains a challenging environment for top-line growth. We received confirmation of renewal from a number of key U.S. clients to further stabilize the U.S. Retail Tracking business, we continued our efforts to turn around performance in Germany, and we further reduced costs across the U.S. and Europe. However, the end of the second quarter also represents the end of IRI's U.S. market measurement contract with Procter & Gamble. As a result, IRI will need to continue to manage expenses to anticipated revenues while investing in areas of the business that we believe have the greatest potential to drive growth," said IRI Chairman and CEO Joe Durrett. YEAR-TO-DATE 2003 RESULTS For the six months ended June 30, 2003, the Company reported net income of $.1 million. This compares to a net loss of $9.1 million or $.31 per share for the first six months of 2002. Year-to-date 2003 results include a special charge of $2.3 million pre-tax or $.05 per share for severance relating to a reduction in headcount. Year-to-date 2002 results included two charges: a charge of $7.1 million or $.24 per share due to a change in accounting treatment for goodwill; and special charges of $7.2 million pre-tax or $.15 per share related to restructuring. Consolidated revenue of $280.0 million for the six months ended June 30, 2003 was 3% higher than prior year. U.S. revenue of $201.8 million was 1% lower than last year while international revenue of $78.2 million was up 15% over last year in U.S dollars. Excluding the impact of currency, international revenue declined by 3% compared to the prior year. IRI ANNOUNCES SECOND QUARTER 2003 RESULTS JULY 23, 2003 PAGE 2 TENDER OFFER Information Resources, Inc. has entered into a definitive agreement to be acquired by a newly formed corporation owned by Symphony Technology II-A, L.P., a leading investor in enterprise software and related services businesses, and Tennenbaum & Co., LLC, a private investment firm. On July 14, 2003, the newly formed corporation owned by Symphony and Tennenbaum commenced a tender offer for all outstanding shares of IRI. For more information on the tender offer, visit the IRI web site at www.infores.com/public/global/investors/. Certain matters discussed above 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. IRI will conduct a conference call to discuss second quarter results on Thursday, July 24, 2003 at 10:00 a.m. (CDT). As previously announced, THE DIAL-IN NUMBER TO LISTEN TO THIS CONFERENCE IS (877) 244-8007 FOR DOMESTIC CALLS AND (706) 634-1503 FOR INTERNATIONAL CALLS. Participants should call in at least 15 minutes prior to the 10:00 a.m. start time to be connected to the call. A recording of this call will be available from 12 noon (CDT) on Thursday, July 24, 2003 until 12 noon (CDT) on Thursday, July 31, 2003. The dial-in number for this recording is (800) 642-1687 for domestic calls and (706) 645-9291 for international calls. The access code is 1663140 followed by the pound key (#). Information Resources, Inc. is a leading provider of UPC, scanner- and panel-based business solutions to the consumer packaged goods (CPG) and healthcare industries, offering services in the U.S., Europe and other international markets. The Company supplies CPG and pharmaceutical manufacturers, retailers, and brokers with information and analysis critical to their sales, marketing, and supply chain operations. IRI provides services designed to deliver value through an enhanced understanding of the consumer to a majority of the Fortune 500 companies in the CPG industry. More information is available at www.infores.com. Detailed results follow. IRI ANNOUNCES SECOND QUARTER 2003 RESULTS JULY 23, 2003 PAGE 3 INFORMATION RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED OPERATING RESULTS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED ------------------ ---------------- JUNE 30, JUNE 30, -------- -------- 2003 2002 2003 2002 ---- ---- ---- ---- Revenues $ 142,360 $ 139,832 $ 280,032 $ 272,951 Costs and expenses Operating expenses (128,052) (125,580) (254,854) (246,131) Selling, general & administrative expenses (12,346) (12,255) (22,346) (23,007) Special charges, net (2,272) (1,860) (2,272) (7,152) --------- --------- --------- --------- Operating income (loss) (310) 137 560 (3,339) Equity in earnings (losses) of affiliated companies 43 225 (108) 266 Minority interest benefit 20 96 64 395 Interest expense and other, net (108) 219 (411) (200) --------- --------- --------- --------- Income (loss) before income taxes (355) 677 105 (2,878) Income tax benefit (expense) 154 (384) (46) 880 --------- --------- --------- --------- Income (loss) before cumulative effect of accounting change (201) 293 59 (1,998) Cumulative effect of accounting change - impairment of goodwill -- -- -- (7,065) --------- --------- --------- --------- Net income (loss) $ (201) $ 293 $ 59 $ (9,063) ========= ========= ========= ========= Net income (loss) per common share before cumulative effect of accounting change - basic $ (.01) $ .01 $ -- $ (.07) ========= ========= ========= ========= Net income (loss) per common share - basic $ (.01) $ .01 $ -- $ (.31) ========= ========= ========= ========= Net income (loss) per common and common equivalent share before cumulative effect of accounting change - diluted $ (.01) $ .01 $ -- $ (.07) ========= ========= ========= ========= Net income (loss) per common and common equivalent share - diluted $ (.01) $ .01 $ -- $ (.31) ========= ========= ========= ========= Weighted average common shares - basic 29,820 29,526 29,814 29,511 ========= ========= ========= ========= Weighted average common and common equivalent shares - diluted 29,820 30,909 29,904 29,511 ========= ========= ========= =========
Additional results follow. IRI ANNOUNCES SECOND QUARTER 2003 RESULTS JULY 23, 2003 PAGE 4 INFORMATION RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
ASSETS JUNE 30, 2003 DECEMBER 31, 2002 ------ ------------- ----------------- (UNAUDITED) Cash and cash equivalents $ 11,339 $ 8,968 Accounts receivable, net 76,218 85,453 Prepaid expenses and other 12,118 15,801 -------- -------- Total Current Assets 99,675 110,222 Property and equipment, net 55,410 63,379 Other assets, including investments 190,488 185,596 -------- -------- Total Assets $345,573 $359,197 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current maturities of long-term debt $ 3,637 $ 3,639 Accounts payable and accrued expenses 84,389 100,332 Deferred revenue 34,346 36,247 -------- -------- Total Current Liabilities 122,372 140,218 Long term debt 5,332 4,495 Other liabilities 10,212 10,812 Stockholders' equity 207,657 203,672 -------- -------- Total Liabilities and Stockholders' Equity $345,573 $359,197 ======== ========
IRI ANNOUNCES SECOND QUARTER 2003 RESULTS JULY 23, 2003 PAGE 5 INFORMATION RESOURCES, INC. AND SUBSIDIARIES REVENUE AND OPERATING RESULTS SUMMARY (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- REVENUE U.S. Services $ 101,664 $ 104,771 $ 201,814 $ 204,807 International Services 40,696 35,061 78,218 68,144 --------- --------- --------- --------- Total Revenues $ 142,360 $ 139,832 $ 280,032 $ 272,951 ========= ========= ========= ========= OPERATING RESULTS* U.S. Services $ 6,215 $ 6,299 $ 10,044 $ 12,541 International Services (2,182) (3,037) (4,590) (5,639) Corporate expenses (2,008) (944) (2,666) (2,428) --------- --------- --------- --------- Operating results before special charges, net 2,025 2,318 2,788 4,474 Special charges, net (2,272) (1,860) (2,272) (7,152) --------- --------- --------- --------- Total Operating Results $ (247) $ 458 $ 516 $ (2,678) ========= ========= ========= =========
* Includes equity in earnings of affiliated companies and minority interests; excludes interest and other, net, cumulative effect of accounting change and income taxes. For further information, please contact: Andrew G. Balbirer, Executive Vice President and Chief Financial Officer Mary K. Sinclair, Corporate Controller Kristin V. Van, Vice President Corporate Communications Information Resources, Inc., 150 North Clinton Street Chicago, Illinois 60661 (312) 726-1221 -----END PRIVACY-ENHANCED MESSAGE-----