##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    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 001-34298
 infoGROUP Inc.
 
  DELAWARE
    
    47-0751545(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification
Number)
 5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA
    
    68127(Address of principal executive offices)
    
    (Zip Code)
  N/A
 
 þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




---



##### 



info GROUP Inc.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    28PART II  OTHER INFORMATION
    
    
    28Item 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    29Item 6. Exhibits
    
    
    31Signature
    
    
    32Index to ExhibitsEX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2010
    
    
    2009(UNAUDITED)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    16,506
    
    
    $
    5,784Marketable securities
    
    
    74
    
    
    
    1,773Trade accounts receivable, net of allowances of $1,600 and $1,404, respectively
    
    
    43,086
    
    
    
    61,947List brokerage trade accounts receivable, net of allowances of $279 and $653, respectively
    
    
    67,943
    
    
    
    81,033Unbilled services
    
    
    9,163
    
    
    
    8,487Deferred income taxes
    
    
    480
    
    
    
    1,184Prepaid expenses
    
    
    10,911
    
    
    
    8,702Deferred marketing costs
    
    
    1,052
    
    
    
    742Assets held for sale
    
    
    1,132
    
    
    
    1,457Escrow, current
    
    
    10,037
    
    
    
    Total current assets
    
    
    160,384
    
    
    
    171,109Property and equipment, net
    
    
    48,747
    
    
    
    50,285Goodwill
    
    
    346,451
    
    
    
    346,265Intangible assets, net
    
    
    60,360
    
    
    
    61,828Other assets
    
    
    3,694
    
    
    
    3,736Escrow, noncurrent
    
    
    
    
    
    
    10,029$
    619,636
    
    
    $
    643,252LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    70,066
    
    
    $
    2,692Accounts payable
    
    
    10,967
    
    
    
    18,500List brokerage trade accounts payable
    
    
    54,021
    
    
    
    65,936Accrued payroll expenses
    
    
    25,398
    
    
    
    31,767Accrued expenses
    
    
    12,526
    
    
    
    11,370Income taxes payable
    
    
    1,145
    
    
    
    3,751Deferred revenue
    
    
    60,197
    
    
    
    62,582Total current liabilities
    
    
    234,320
    
    
    
    196,598Long-term debt, net of current portion
    
    
    109,850
    
    
    
    179,010Deferred income taxes
    
    
    7,086
    
    
    
    5,774Other liabilities
    
    
    11,119
    
    
    
    11,034Stockholders equity:Common stock, $.0025 par value. Authorized 295,000,000 shares; 57,945,128 shares
issued and outstanding at March 31, 2010 and 57,714,865 shares issued and
outstanding at December 31, 2009
    
    
    145
    
    
    
    144Paid-in capital
    
    
    154,557
    
    
    
    151,529Retained earnings
    
    
    114,829
    
    
    
    107,530Note receivable  shareholder
    
    
    (9,790
    )
    
    
    (6,800
    )Accumulated other comprehensive loss
    
    
    (2,480
    )
    
    
    (1,567
    )Total stockholders equity
    
    
    257,261
    
    
    
    250,836$
    619,636
    
    
    $
    643,252
  3




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 THREE MONTHS ENDEDMarch 31,2010
    
    
    2009(UNAUDITED)Net sales
    
    $
    124,218
    
    
    $
    127,537Costs and expenses:Cost of goods and services
    
    
    46,394
    
    
    
    46,989Selling, general and administrative
    
    
    57,433
    
    
    
    70,136Depreciation and amortization of operating assets
    
    
    4,884
    
    
    
    4,759Amortization of intangible assets
    
    
    3,169
    
    
    
    2,934Total operating costs and expenses
    
    
    111,880
    
    
    
    124,818Operating income
    
    
    12,338
    
    
    
    2,719Investment income (expense)
    
    
    1,278
    
    
    
    (2
    )Other income (expense)
    
    
    127
    
    
    
    (625
    )Interest expense
    
    
    (1,763
    )
    
    
    (3,246
    )Other expense, net
    
    
    (358
    )
    
    
    (3,873
    )Income (loss) before income taxes
    
    
    11,980
    
    
    
    (1,154
    )Income tax expense (benefit)
    
    
    4,668
    
    
    
    (427
    )Net income (loss) from continuing operations
    
    
    7,312
    
    
    
    (727
    )Loss from discontinued operations, net of tax
    
    
    (13
    )
    
    
    (8,612
    )Net income (loss)
    
    $
    7,299
    
    
    $
    (9,339
    )Basic earnings (loss) per share:Income (loss) from continuing operations
    
    $
    0.13
    
    
    $
    (0.01
    )Loss from discontinued operations
    
    $
    
    
    
    $
    (0.15
    )Net income (loss)
    
    $
    0.13
    
    
    $
    (0.16
    )Basic weighted average shares outstanding
    
    
    57,861
    
    
    
    57,113Diluted earnings (loss) per share:Income (loss) from continuing operations
    
    $
    0.13
    
    
    $
    (0.01
    )Loss from discontinued operations
    
    $
    
    
    
    $
    (0.15
    )Net income (loss)
    
    $
    0.13
    
    
    $
    (0.16
    )Diluted weighted average shares outstanding
    
    
    58,247
    
    
    
    57,113
  4




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 THREE MONTHS ENDEDMarch 31,2010
    
    
    2009(UNAUDITED)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    7,299
    
    
    $
    (9,339
    )Net loss from discontinued operations
    
    
    (13
    )
    
    
    (8,612
    )Net income (loss) from continuing operations
    
    
    7,312
    
    
    
    (727
    )Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization of operating assets
    
    
    4,884
    
    
    
    4,759Amortization of intangible assets
    
    
    3,169
    
    
    
    2,934Amortization of deferred financing fees
    
    
    388
    
    
    
    312Deferred income taxes
    
    
    2,585
    
    
    
    (2,873
    )Non-cash stock compensation expense (benefit)
    
    
    (1,046
    )
    
    
    428Non-cash 401(k) contribution in common stock and other non-cash expense
    
    
    754
    
    
    
    821(Gain) loss on sale of assets and marketable securities
    
    
    (1,298
    )
    
    
    29Asset impairment charges
    
    
    
    
    
    
    2,060Changes in assets and liabilities:Trade accounts receivable and unbilled services
    
    
    17,860
    
    
    
    13,302List brokerage trade accounts receivable
    
    
    13,090
    
    
    
    10,137Prepaid expenses and other assets
    
    
    (2,227
    )
    
    
    (3,999
    )Deferred marketing costs
    
    
    (310
    )
    
    
    (82
    )Accounts payable
    
    
    (8,048
    )
    
    
    (13,509
    )List brokerage trade accounts payable
    
    
    (11,915
    )
    
    
    (9,937
    )Income taxes receivable and payable, net
    
    
    (4,612
    )
    
    
    51,580Accrued expenses and other liabilities
    
    
    (4,995
    )
    
    
    (2,442
    )Deferred revenue
    
    
    (1,994
    )
    
    
    (1,536
    )Net cash provided by operating activities  continuing operations
    
    
    13,597
    
    
    
    51,257Net cash used in operating activities  discontinued operations
    
    
    (21
    )
    
    
    (34,531
    )Net cash provided by operating activities
    
    
    13,576
    
    
    
    16,726CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sale of marketable securities
    
    
    1,674
    
    
    
    9Proceeds from sale of property and equipment
    
    
    322
    
    
    
    776Purchases of property and equipment
    
    
    (1,398
    )
    
    
    (1,659
    )Software and database development costs and purchases of other intangibles
    
    
    (3,494
    )
    
    
    (1,900
    )Net cash used in investing activities  continuing operations
    
    
    (2,896
    )
    
    
    (2,774
    )Net cash provided by investing activities  discontinued operations
    
    
    
    
    
    
    128,428Net cash provided by (used in) investing activities
    
    
    (2,896
    )
    
    
    125,654CASH FLOWS FROM FINANCING ACTIVITIES:Repayments of long-term debt
    
    
    (6,786
    )
    
    
    (105,429
    )Proceeds from long-term debt
    
    
    5,000
    
    
    
    4,000Deferred financing costs paid
    
    
    
    
    
    
    (1,085
    )Tax benefit related to issuance of common stock
    
    
    127
    
    
    
    Proceeds from shareholder pursuant to stipulation of settlement
    
    
    2,200
    
    
    
    2,200Net cash provided by (used in) financing activities  continuing operations
    
    
    541
    
    
    
    (100,314
    )Effect of exchange rate fluctuations on cash and cash equivalents
    
    
    (499
    )
    
    
    (449
    )Net increase in cash and cash equivalents
    
    
    10,722
    
    
    
    41,617Cash and cash equivalents, beginning
    
    
    5,784
    
    
    
    4,691Cash and cash equivalents, ending
    
    $
    16,506
    
    
    $
    46,308Supplemental cash flow information:Capital investments accrued but not yet paid
    
    $
    546
    
    
    $
    Interest paid
    
    $
    1,430
    
    
    $
    3,216Income taxes paid
    
    $
    6,478
    
    
    $
    981Increase in shareholder receivable
    
    $
    5,190
    
    
    $
    
  5




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 info
 1. GENERAL
 Basis of Presentation
 info
  Reclassification
  Recent Accounting Pronouncements
    2. PLANNED MERGER
  6




---



##### Table of Contents



3. EARNINGS (LOSS) PER SHARE INFORMATION
  Three Months EndedMarch 31,(in thousands)2010
    
    2009Weighted average number of shares used in basic
earnings (loss) per share
    
    
    57,861
    
    
    
    57,113Dilutive effect of stock options and restricted stock units
    
    
    386
    
    
    
    Weighted average number of shares outstanding used in
diluted earnings (loss) per share
    
    
    58,247
    
    
    
    57,113
  4. DISCONTINUED OPERATIONS
 Macro Divestiture
    7




---



##### Table of Contents



5. ASSETS HELD FOR SALE
  6. SEGMENT INFORMATION
        For the Three Months Ended March 31, 2010Marketing
    
    
    
    
    
    
    CondensedData
    
    
    Services
    
    
    Research
    
    
    Corporate
    
    
    ConsolidatedGroup
    
    
    Group
    
    
    Group
    
    
    Activities
    
    
    Total(In thousands)Net sales
    
    $
    63,966
    
    
    $
    35,838
    
    
    $
    24,414
    
    
    $
    
    
    
    $
    124,218Operating income (loss)
    
    
    17,538
    
    
    
    4,513
    
    
    
    (39
    )
    
    
    (9,674
    )
    
    
    12,338Investment income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278
    
    
    
    1,278Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,763
    )
    
    
    (1,763
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    127Income (loss) before income taxes
    
    $
    17,538
    
    
    $
    4,513
    
    
    $
    (39
    )
    
    $
    (10,032
    )
    
    $
    11,980
 8




---



##### Table of Contents



For the Three Months Ended March 31, 2009Marketing
    
    
    
    
    
    
    CondensedData
    
    
    Services
    
    
    Research
    
    
    Corporate
    
    
    ConsolidatedGroup
    
    
    Group
    
    
    Group
    
    
    Activities
    
    
    Total(In thousands)Net sales
    
    $
    67,276
    
    
    $
    35,752
    
    
    $
    24,509
    
    
    $
    
    
    
    $
    127,537Operating income (loss)
    
    
    12,917
    
    
    
    5,042
    
    
    
    (164
    )
    
    
    (15,076
    )
    
    
    2,719Investment expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (2
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,246
    )
    
    
    (3,246
    )Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (625
    )
    
    
    (625
    )Income (loss) before income taxes
    
    $
    12,917
    
    
    $
    5,042
    
    
    $
    (164
    )
    
    $
    (18,949
    )
    
    $
    (1,154
    )
  For the Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(In thousands)Domestic
    
    $
    107,631
    
    
    $
    111,754Foreign
    
    
    16,587
    
    
    
    15,783Total
    
    $
    124,218
    
    
    $
    127,537Percentage of foreign net sales to total net sales
    
    
    13
    %
    
    
    12
    %
 7. COMPREHENSIVE INCOME (LOSS)
  For the ThreeMonths EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(In thousands)Net income (loss)
    
    $
    7,299
    
    
    $
    (9,339
    )Other comprehensive loss:Unrealized gain (loss) from investments:Unrealized gains (losses)1
    
    
    (1,348
    )
    
    
    11Related tax benefit (expense)
    
    
    485
    
    
    
    (4
    )Net
    
    
    (863
    )
    
    
    7Foreign currency translation adjustments:Unrealized gains (losses)
    
    
    226
    
    
    
    (416
    )Related tax expense
    
    
    (282
    )
    
    
    (10
    )Net
    
    
    (56
    )
    
    
    (426
    )Unrealized gain from pension plan:Unrealized gains
    
    
    25
    
    
    
    27Related tax expense
    
    
    (9
    )
    
    
    (10
    )Net
    
    
    16
    
    
    
    17Unrealized loss from derivative financial instruments:Unrealized losses
    
    
    (16
    )
    
    
    (14
    )Related tax benefit
    
    
    6
    
    
    
    5Net
    
    
    (10
    )
    
    
    (9
    )Total other comprehensive loss
    
    
    (913
    )
    
    
    (411
    )Comprehensive income (loss)
    
    $
    6,386
    
    
    $
    (9,750
    )
 
 1
    
    Recognition of $1.3 million of realized gains related to the sale of marketable
securities during the first quarter of 2010. 9




---



##### Table of Contents



UnrealizedForeign
    
    
    Unrealized
    
    
    Gain From
    
    
    AccumulatedUnrealized
    
    
    Currency
    
    
    Gain
    
    
    Derivative
    
    
    OtherLoss from
    
    
    Translation
    
    
    From
    
    
    Financial
    
    
    ComprehensivePension Plan
    
    
    Adjustments
    
    
    Investments
    
    
    Instruments
    
    
    Loss(In thousands)Balance at March 31, 2010
    
    $
    (1,208
    )
    
    $
    (1,629
    )
    
    $
    32
    
    
    $
    325
    
    
    $
    (2,480
    )Balance at December 31, 2009
    
    $
    (1,224
    )
    
    $
    (1,573
    )
    
    $
    895
    
    
    $
    335
    
    
    $
    (1,567
    )
 8. SHARE  BASED PAYMENT ARRANGEMENTS
   10




---



##### Table of Contents



WeightedWeighted
    
    Average
    
    AggregateNumber of
    
    Average
    
    Remaining
    
    IntrinsicOption
    
    Exercise
    
    Contractual
    
    Value atShares
    
    Price
    
    Term (Years)
    
    March 31, 2010(In thousands)Outstanding at December 31, 2009
    
    
    565,000
    
    
    $
    12.07Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (312,501
    )
    
    
    11.81Outstanding at March 31, 2010
    
    
    252,499
    
    
    
    12.39
    
    
    
    0.42
    
    
    $
    23Options exercisable at March 31, 2010
    
    
    246,499
    
    
    $
    12.34
    
    
    
    0.33
    
    
    $
    23
   WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicNumber of
    
    Grant-Date
    
    Contractual
    
    Value atRSUs
    
    Fair Value
    
    Term (Years)
    
    March 31, 2010(In thousands)Outstanding at December 31, 2009
    
    
    684,026
    
    
    $
    4.28Granted
    
    
    59,663
    
    
    
    8.29Vested / issued
    
    
    106,357
    
    
    
    4.77Forfeited or expired
    
    
    (47,324
    )
    
    
    5.07Outstanding at March 31, 2010
    
    
    590,008
    
    
    
    4.53
    
    
    
    2.54
    
    
    $
    4,602
   9. RESTRUCTURING CHARGES
   11




---



##### Table of Contents



December 31,
    
    
    
    
    
    
    
    
    
    
    March 31,2009
    
    
    
    
    
    
    
    
    
    
    2010Beginning
    
    
    Amounts
    
    
    Amounts
    
    
    EndingAccrual
    
    
    Expensed
    
    
    Paid
    
    
    Accrual(In thousands)Data Group:Employee separation costs
    
    $
    1,498
    
    
    $
    1,482
    
    
    $
    793
    
    
    $
    2,187Contract termination costs
    
    $
    645
    
    
    $
    321
    
    
    $
    172
    
    
    $
    794Services Group:Employee separation costs
    
    $
    820
    
    
    $
    294
    
    
    $
    264
    
    
    $
    850Contract termination costs
    
    $
    1,095
    
    
    $
    745
    
    
    $
    146
    
    
    $
    1,694Research Group:Employee separation costs
    
    $
    462
    
    
    $
    77
    
    
    $
    289
    
    
    $
    250Contract termination costs
    
    $
    1,943
    
    
    $
    16
    
    
    $
    172
    
    
    $
    1,787Corporate Activities:Employee separation costs
    
    $
    735
    
    
    $
    82
    
    
    $
    239
    
    
    $
    578Total:Employee separation costs
    
    $
    3,515
    
    
    $
    1,935
    
    
    $
    1,585
    
    
    $
    3,865Contract termination costs
    
    $
    3,683
    
    
    $
    1,082
    
    
    $
    490
    
    
    $
    4,275
 10. FAIR VALUE MEASUREMENTS
       12




---



##### Table of Contents



Fair Value at March 31, 2010 UsingQuoted
    
    SignificantPrices in
    
    OtherCarrying
    
    Active
    
    ObservableAmount at
    
    Markets
    
    InputsMarch 31, 2010
    
    (Level 1)
    
    (Level 2)Financial assets:Cash and cash equivalents
    
    $
    16,506
    
    
    $
    16,506Marketable securities
    
    $
    72
    
    
    $
    72Other assets  non-marketable investment
securities
    
    $
    18
    
    
    
    
    
    
    $
    18Financial liabilities:Mortgage notes
    
    $
    41,125
    
    
    
    
    
    
    $
    45,618Other long-term debt, including current portion
    
    $
    138,791
    
    
    $
    138,791
  11. GOODWILL AND INTANGIBLE ASSETS
  March 31, 2010
    
    
    December 31, 2009(in thousands)Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Net
    
    
    Cost
    
    
    Amortization
    
    
    NetGoodwill
    
    $
    346,451
    
    
    $
    
    
    
    $
    346,451
    
    
    $
    346,265
    
    
    $
    
    
    
    $
    346,265Other intangible assets:Non-compete agreements
    
    
    16,742
    
    
    
    15,227
    
    
    
    1,515
    
    
    
    16,734
    
    
    
    15,023
    
    
    
    1,711Core technology
    
    
    15,184
    
    
    
    15,184
    
    
    
    
    
    
    
    15,152
    
    
    
    15,152
    
    
    
    Customer base
    
    
    59,215
    
    
    
    35,690
    
    
    
    23,525
    
    
    
    59,092
    
    
    
    34,037
    
    
    
    25,055Trade names
    
    
    30,676
    
    
    
    17,892
    
    
    
    12,784
    
    
    
    30,640
    
    
    
    16,497
    
    
    
    14,143Purchased data
processing software
    
    
    73,478
    
    
    
    73,478
    
    
    
    
    
    
    
    73,478
    
    
    
    73,478
    
    
    
    Acquired database costs
    
    
    87,971
    
    
    
    87,971
    
    
    
    
    
    
    
    87,971
    
    
    
    87,971
    
    
    
    Perpetual software
license agreements
    
    
    8,107
    
    
    
    8,010
    
    
    
    97
    
    
    
    8,000
    
    
    
    8,000
    
    
    
    Software and database
development costs
    
    
    41,484
    
    
    
    21,579
    
    
    
    19,905
    
    
    
    37,984
    
    
    
    19,986
    
    
    
    17,998Deferred financing costs
    
    
    15,574
    
    
    
    13,040
    
    
    
    2,534
    
    
    
    15,574
    
    
    
    12,653
    
    
    
    2,921Total other
intangible assets
    
    
    348,431
    
    
    
    288,071
    
    
    
    60,360
    
    
    
    344,625
    
    
    
    282,797
    
    
    
    61,828Total goodwill and
other intangible assets
    
    $
    694,882
    
    
    $
    288,071
    
    
    $
    406,811
    
    
    $
    690,890
    
    
    $
    282,797
    
    
    $
    408,093
  13




---



##### Table of Contents



12. PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,2010
    
    
    2009(In thousands)Property and equipment
    
    $
    200,204
    
    
    $
    199,355Less accumulated depreciation
    
    
    151,457
    
    
    
    149,070$
    48,747
    
    
    $
    50,285
  13. RELATED PARTY TRANSACTIONS
   14. COMMITMENTS AND CONTINGENCIES
   14




---



##### Table of Contents



15




---



##### Table of Contents



15. FINANCING ARRANGEMENTS
     16




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  General
 Planned Merger
   Overview
  
    
    The Data Group maintains several proprietary databases of information relating to U.S.
and international businesses and consumers.
    
    The Services Group consists of subsidiaries providing list brokerage and list
management, direct mail, database marketing services and e-mail marketing services to
large customers.
    
    The Marketing Research Group provides customer satisfaction surveys, employee surveys,
opinion polling, and other market research services for businesses and for government.
 Key Strategic Initiatives for 2010
   17




---



##### Table of Contents



Sales and Marketing Strategy
   Growth Strategy
     18




---



##### Table of Contents



19




---



##### Table of Contents



RESULTS OF OPERATIONS
  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA:
 Three Months
    
    Three MonthsEnded
    
    EndedMarch 31, 2010
    
    March 31, 2009Net sales
    
    
    100
    %
    
    
    100
    %Costs and expenses:Cost of goods and services
    
    
    37
    
    
    
    37Selling, general and administrative
    
    
    46
    
    
    
    55Depreciation and amortization of operating assets
    
    
    4
    
    
    
    4Amortization of intangible assets
    
    
    3
    
    
    
    2Total operating costs and expenses
    
    
    90
    
    
    
    98Operating income
    
    
    10
    
    
    
    2Other expense, net
    
    
    
    
    
    
    (3
    )Income (loss) before income taxes
    
    
    10
    
    
    
    (1
    )Income tax expense
    
    
    4
    
    
    
    Net income (loss) from continuing operations
    
    
    6
    
    
    
    (1
    )Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (6
    )Net income (loss)
    
    
    6
    %
    
    
    (7
    )%
 OTHER DATA
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2010
    
    
    March 31, 2009SALES BY SEGMENT:Data Group
    
    $
    63,966
    
    
    $
    67,276Services Group
    
    
    35,838
    
    
    
    35,752Marketing Research Group
    
    
    24,414
    
    
    
    24,509Total
    
    $
    124,218
    
    
    $
    127,537SALES BY SEGMENT AS A PERCENTAGE OF NET SALES:Data Group
    
    
    51
    %
    
    
    53
    %Services Group
    
    
    29
    
    
    
    28Marketing Research Group
    
    
    20
    
    
    
    19Total
    
    
    100
    %
    
    
    100
    %
 20




---



##### Table of Contents



Net sales
     Cost of goods and services
     21




---



##### Table of Contents



Selling, general and administrative expenses
       Depreciation expense
   22




---



##### Table of Contents



Amortization expense
     Operating income (loss)
      Other expense, net
  23




---



##### Table of Contents



Income taxes
  Results of discontinued operations
  Liquidity and Capital Resources
 Overview
  1
  24




---



##### Table of Contents



25




---



##### Table of Contents



Selected Consolidated Statements of Cash Flows Information
    Selected Consolidated Balance Sheet Information
            26




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
   Inflation
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  27




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
    
 PART II
 OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
     28




---



##### Table of Contents



ITEM 1A. RISK FACTORS
  The Failure to Complete the Merger Could Adversely Affect Our Business
  29




---



##### Table of Contents



While the Merger Agreement is in Effect, We are Subject to Customary Constraints on Our Business
Activities
  We are Subject to Litigation Related to the Proposed Merger
  30




---



##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNo.
    
    
    
    Description2.1
    
    
    
    Agreement and Plan of Merger, dated March 8, 2010, by and among Infogroup Inc., Omaha Holdco
Inc. and Omaha Acquisition Inc. incorporated herein by reference to Exhibit 2.1 filed with
our Current Report on Form 8-K filed March 8, 2010.3.1
    
    
    
    Certificate of Incorporation, as amended through October 22, 1999, incorporated herein by
reference to exhibits filed with our Registration Statement on Form 8-A, as amended, filed March 20,
2000.3.2
    
    
    
    Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in
Delaware on May 5, 2009, incorporated herein by reference to exhibits filed with our Registration
Statement on Form 8-A, as amended, filed May 6, 2009.3.3
    
    
    
    Certificate of Ownership and Merger effecting the name change to infoGROUP Inc., incorporated
herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, filed June 4, 20083.4
    
    
    
    Bylaws, incorporated herein by reference to our Annual Report on Form 10-K for the year ended
December 31, 2007, filed August 8, 2008.4.1
    
    
    
    Preferred Share Rights Agreement, incorporated herein by reference to our Registration Statement
on Form 8-A, as amended, filed May 6, 2009.4.2
    
    
    
    Specimen of Common Stock Certificate, incorporated herein by reference to the exhibits filed with
our Registration Statement on Form 8-A, as amended, filed March 20, 2000.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 31




---



##### Table of Contents



SIGNATURE
  infoGROUP Inc.Date: May 5, 2010
    
    /s/ Thomas OberdorfThomas OberdorfExecutive Vice President and Chief Financial Officer
 32




---



##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNo.
    
    
    
    Description2.1
    
    
    
    Agreement and Plan of Merger, dated March 8, 2010, by and among Infogroup Inc., Omaha Holdco
Inc. and Omaha Acquisition Inc. incorporated herein by reference to Exhibit 2.1 filed with
our Current Report on Form 8-K filed March 8, 2010.3.1
    
    
    
    Certificate of Incorporation, as amended through October 22, 1999, incorporated herein by
reference to exhibits filed with our Registration Statement on Form 8-A, as amended, filed March 20,
2000.3.2
    
    
    
    Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in
Delaware on May 5, 2009, incorporated herein by reference to exhibits filed with our Registration
Statement on Form 8-A, as amended, filed May 6, 2009.3.3
    
    
    
    Certificate of Ownership and Merger effecting the name change to infoGROUP Inc., incorporated
herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, filed June 4, 20083.4
    
    
    
    Bylaws, incorporated herein by reference to our Annual Report on Form 10-K for the year ended
December 31, 2007, filed August 8, 2008.4.1
    
    
    
    Preferred Share Rights Agreement, incorporated herein by reference to our Registration Statement
on Form 8-A, as amended, filed May 6, 2009.4.2
    
    
    
    Specimen of Common Stock Certificate, incorporated herein by reference to the exhibits filed with
our Registration Statement on Form 8-A, as amended, filed March 20, 2000.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith