##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q



| |  |  | [X] Quarterly Report pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934
| |  |  | ---------------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002 or



| |  |  | [   ] 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    0-19598

infoUSA INC.

---

(exact name of registrant specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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)                             

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

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 at least the past 90 days.

Yes X       No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

50,958,516 shares of Common Stock at August 2, 2002





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TABLE OF CONTENTS



|                                                   |                                                                                                                               |                                            |  |  |  |  |  | 
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                    
|                                                   | ITEMS 1 AND 2. FINANCIAL STATEMENTS AND MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   |                                                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                                   |                                                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                   |                                                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                   |                                                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                   | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                           
|PART II OTHER INFORMATION                         
|                                                   | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                  
|                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                                     
|SIGNATURES                                        
|INDEX TO EXHIBITS                                 
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350
|EX-99.2 Certification Pursuant to 18 USC Sec. 1350



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##### Table of Contents



infoUSA INC.

INDEX

|                               |                                                                                               |                                                                                                        |  |    |    |  
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ |  | -- | -- | -
|                              
|PART I  FINANCIAL INFORMATION |                                                                                               |                                                                                                        |  | 3  |   
|                               | Item 1. Financial Statements                                                                  |                                                                                                        |  |    | 3  |  
|                               |                                                                                               | Consolidated Balance Sheets as of June 30, 2002 and
December 31, 2001                                  |  |    |    | 4
|                               |                                                                                               | Consolidated Statements of Operations for the three months
and six months ended June 30, 2002 and 2001 |  |    |    | 5
|                               |                                                                                               | Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001                  |  |    |    | 6
|                               |                                                                                               | Notes to Consolidated Financial Statements                                                             |  |    |    | 7
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                        |  |    | 13 |  
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                        |  |    | 22 |  
|PART II  OTHER INFORMATION    |                                                                                               |                                                                                                        |  | 23 |   
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                        |  |    | 23 |  
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                        |  |    | 23 |  
|                               | Signature                                                                                     |                                                                                                        |  |    | 24 |  
|                               | Index to Exhibits                                                                             |                                                                                                        |  |    | 25 |  

2



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##### Table of Contents



infoUSA INC.

FORM 10-Q

FOR THE QUARTER ENDED

JUNE 30, 2002







PART I  FINANCIAL INFORMATION

ITEMS 1 AND 2. FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

3



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##### Table of Contents






infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                   |        |  |  | 
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ------ | ------- | ------------- | ------- | ----------------- | ------ |  |  | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         | JUNE 30, 2002 |         | DECEMBER 31, 2001
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      | ASSETS |         | (UNAUDITED)   |         |                   |        | 
|Current assets:                        |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       | Cash and cash equivalents                                                                                                                                                                                        |                            | $                                    | 427    |         |               | $       | 4,382             |       
|                                       | Marketable securities                                                                                                                                                                                            |                            |                                      | 935    |         |               |         | 1,037             |       
|                                       | Trade accounts receivable, net of allowances of
$4,762 and $4,670, respectively                                                                                                                                  |                            |                                      | 46,921 |         |               |         | 44,890            |       
|                                       | Officer note receivable                                                                                                                                                                                          |                            |                                      | 940    |         |               |         |                  |       
|                                       | List brokerage trade accounts receivable                                                                                                                                                                         |                            |                                      | 19,216 |         |               |         | 16,992            |       
|                                       | Prepaid expenses                                                                                                                                                                                                 |                            |                                      | 5,435  |         |               |         | 6,861             |       
|                                       | Deferred income taxes                                                                                                                                                                                            |                            |                                      | 249    |         |               |         | 1,251             |       
|                                       | Deferred marketing costs                                                                                                                                                                                         |                            |                                      | 2,478  |         |               |         | 2,058             |       
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total current assets       |                                      |        | 76,601  |               |         |                   | 77,471 | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|Property and equipment, net            |                                                                                                                                                                                                                  |                            | 48,154                               |        |         |               | 51,640  |                  
|Intangible assets, net                 |                                                                                                                                                                                                                  |                            | 277,483                              |        |         |               | 284,675 |                  
|Other assets                           |                                                                                                                                                                                                                  |                            | 4,099                                |        |         |               | 5,302   |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | $                          | 406,337                              |        |         | $             | 419,088 |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  |                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |         |               |         |                   |        |  | 
|Current liabilities:                   |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       | Current portion of long-term debt                                                                                                                                                                                |                            | $                                    | 20,639 |         |               | $       | 19,770            |       
|                                       | Accounts payable                                                                                                                                                                                                 |                            |                                      | 11,191 |         |               |         | 7,760             |       
|                                       | Book overdraft                                                                                                                                                                                                   |                            |                                      | 1,027  |         |               |         |                  |       
|                                       | List brokerage trade accounts payable                                                                                                                                                                            |                            |                                      | 16,376 |         |               |         | 15,031            |       
|                                       | Accrued payroll expenses                                                                                                                                                                                         |                            |                                      | 8,022  |         |               |         | 7,891             |       
|                                       | Accrued expenses                                                                                                                                                                                                 |                            |                                      | 6,760  |         |               |         | 9,240             |       
|                                       | Income taxes payable                                                                                                                                                                                             |                            |                                      | 332    |         |               |         | 4,030             |       
|                                       | Deferred revenues                                                                                                                                                                                                |                            |                                      | 18,291 |         |               |         | 17,419            |       
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total current liabilities  |                                      |        | 82,638  |               |         |                   | 81,141 | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|Long-term debt, net of current portion |                                                                                                                                                                                                                  |                            | 186,837                              |        |         |               | 205,900 |                  
|Deferred income taxes                  |                                                                                                                                                                                                                  |                            | 24,578                               |        |         |               | 27,250  |                  
|Deferred revenue                       |                                                                                                                                                                                                                  |                            | 6,000                                |        |         |               | 9,000   |                  
|Stockholders equity:                  |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       | Preferred stock, $.0025 par value. Authorized
5,000,000 shares; none issued or outstanding                                                                                                                       |                            |                                      |       |         |               |         |                  |       
|                                       | Common stock, $.0025 par value. Authorized
295,000,000 shares; 51,869,598 shares issued and
50,958,516 outstanding at June 30, 2002 and
51,850,339 shares issued and 50,891,248 outstanding
at December 31, 2001 |                            |                                      | 130    |         |               |         | 130               |       
|                                       | Paid-in capital                                                                                                                                                                                                  |                            |                                      | 93,400 |         |               |         | 93,551            |       
|                                       | Retained earnings                                                                                                                                                                                                |                            |                                      | 20,895 |         |               |         | 11,801            |       
|                                       | Treasury stock, at cost, 911,082 shares held at
June 30, 2002 and 959,091 held at December 31, 2001                                                                                                              |                            |                                      | (6,442 | )       |               |         | (7,028            | )     
|                                       | Notes receivable from officers                                                                                                                                                                                   |                            |                                      | (830   | )       |               |         | (1,296            | )     
|                                       | Accumulated other comprehensive loss                                                                                                                                                                             |                            |                                      | (869   | )       |               |         | (1,361            | )     
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total stockholders equity |                                      |        | 106,284 |               |         |                   | 95,797 | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | $                          | 406,337                              |        |         | $             | 419,088 |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  

The accompanying notes are an integral part of the consolidated financial statements.

4



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infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | - | ------------------ | ------ | ---------------- | - | ------ | ------ | ---- | - | ------- | ------ | - | - | ------- | ------- | -
|                                                                                                                                                                                                                |                                         |   | THREE MONTHS ENDED |        | SIX MONTHS ENDED
|                                                                                                                                                                                                                |                                         |   | JUNE 30,           |        | JUNE 30,        
|                                                                                                                                                                                                                |                                         |   |                    |        |                 
|                                                                                                                                                                                                                |                                         |   | 2002               |        | 2001             |   | 2002   |        | 2001
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |     
|                                                                                                                                                                                                                |                                         |   | (UNAUDITED)        |        | (UNAUDITED)     
|Net sales                                                                                                                                                                                                       |                                         | $ | 74,042             |        |                  | $ | 70,909 |        |      | $ | 150,765 |        |   | $ | 144,762 |        
|Costs and expenses:                                                                                                                                                                                             |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Database and production costs                                                                                                                                                                                   |                                         |   | 21,313             |        |                  |   | 19,526 |        |      |   | 42,573  |        |   |   | 40,913  |        
|Selling, general and administrative
(excluding non-cash stock options
compensation expense of $27 and $225
for the three months and $27 and $302
for the six months ended June 30, 2002
and 2001, respectively) |                                         |   | 31,966             |        |                  |   | 26,682 |        |      |   | 63,847  |        |   |   | 53,943  |        
|Depreciation and amortization                                                                                                                                                                                   |                                         |   | 7,149              |        |                  |   | 12,189 |        |      |   | 14,253  |        |   |   | 24,922  |        
|Non-cash stock option compensation                                                                                                                                                                              |                                         |   | 27                 |        |                  |   | 225    |        |      |   | 27      |        |   |   | 302     |        
|Restructuring charges                                                                                                                                                                                           |                                         |   | 645                |        |                  |   | 767    |        |      |   | 812     |        |   |   | 1,643   |        
|Litigation settlement charge                                                                                                                                                                                    |                                         |   | 307                |        |                  |   |       |        |      |   | 307     |        |   |   |        |        
|Acquisition costs                                                                                                                                                                                               |                                         |   | 110                |        |                  |   |       |        |      |   | 173     |        |   |   |        |        
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Total operating costs and expenses                                                                                                                                                                              |                                         |   | 61,517             |        |                  |   | 59,389 |        |      |   | 121,992 |        |   |   | 121,723 |        
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Operating income                                                                                                                                                                                                |                                         |   | 12,525             |        |                  |   | 11,520 |        |      |   | 28,773  |        |   |   | 23,039  |        
|Other income (expense):                                                                                                                                                                                         |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Investment income                       |   |                    | 28     |                  |   |        | 428    |      |   |         | 98     |   |   |         | 673     |  
|                                                                                                                                                                                                                | Other charges                           |   |                    | (1,183 | )                |   |        |       |      |   |         | (2,387 | ) |   |         |        |  
|                                                                                                                                                                                                                | Minority interest in gain of
subsidiary |   |                    |       |                  |   |        | (267   | )    |   |         |       |   |   |         | (327    | )
|                                                                                                                                                                                                                | Interest expense                        |   |                    | (4,744 | )                |   |        | (6,429 | )    |   |         | (9,158 | ) |   |         | (13,343 | )
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Income before income taxes and
extraordinary item                                                                                                                                                               |                                         |   | 6,626              |        |                  |   | 5,252  |        |      |   | 17,326  |        |   |   | 10,042  |        
|Income taxes                                                                                                                                                                                                    |                                         |   | 2,400              |        |                  |   | 3,047  |        |      |   | 6,465   |        |   |   | 5,983   |        
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Income before extraordinary item                                                                                                                                                                                |                                         |   | 4,226              |        |                  |   | 2,205  |        |      |   | 10,861  |        |   |   | 4,059   |        
|Extraordinary item, net of tax                                                                                                                                                                                  |                                         |   |                   |        |                  |   |       |        |      |   | (1,769  | )      |   |   |        |        
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|Net income                                                                                                                                                                                                      |                                         | $ | 4,226              |        |                  | $ | 2,205  |        |      | $ | 9,092   |        |   | $ | 4,059   |        
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|BASIC EARNINGS PER SHARE:                                                                                                                                                                                       |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Income before extraordinary item        |   | $                  | 0.08   |                  |   | $      | 0.04   |      |   | $       | 0.21   |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                | Loss on extraordinary item, net of tax  |   |                    |       |                  |   |        |       |      |   |         | (0.03  | ) |   |         |        |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Net income                              |   | $                  | 0.08   |                  |   | $      | 0.04   |      |   | $       | 0.18   |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Weighted average shares outstanding     |   |                    | 50,923 |                  |   |        | 50,571 |      |   |         | 50,908 |   |   |         | 50,569  |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|DILUTED EARNINGS PER SHARE:                                                                                                                                                                                     |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Income before extraordinary item        |   | $                  | 0.08   |                  |   | $      | 0.04   |      |   | $       | 0.21   |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                | Loss on extraordinary item, net of tax  |   |                    |       |                  |   |        |       |      |   |         | (0.03  | ) |   |         |        |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Net income                              |   | $                  | 0.08   |                  |   | $      | 0.04   |      |   | $       | 0.18   |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        
|                                                                                                                                                                                                                | Weighted average shares outstanding     |   |                    | 51,088 |                  |   |        | 50,571 |      |   |         | 51,145 |   |   |         | 50,569  |  
|                                                                                                                                                                                                                |                                         |   |                    |        |                  |   |        |        |      |   |         |        |   |   |         |        

The accompanying notes are an integral part of the consolidated financial statements.

5



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infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |        |         |        | 
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------ | ---------------- | ------ | ------- | ------ | ------- | ------ | 
|                                                                                         |                                                                   |                                          |                                           |        | SIX MONTHS ENDED
|                                                                                         |                                                                   |                                          |                                           |        | JUNE 30,        
|                                                                                         |                                                                   |                                          |                                           |        |                 
|                                                                                         |                                                                   |                                          |                                           |        | 2002             |        | 2001   
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |        
|                                                                                         |                                                                   |                                          |                                           |        | (UNAUDITED)     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                  |        |         |       
|Net income                                                                               |                                                                   | $                                        | 9,092                                     |        |                  | $      | 4,059   |       
|Adjustments to reconcile net income
to net cash provided by operating activities:        |                                                                   |                                          |                                           |        |                  |        |         |       
|                                                                                         | Depreciation and amortization                                     |                                          |                                           | 14,253 |                  |        |         | 24,922 |        
|                                                                                         | Amortization of deferred financing costs                          |                                          |                                           | 561    |                  |        |         | 578    |        
|                                                                                         | Deferred income taxes                                             |                                          |                                           | (1,670 | )                |        |         | (6,450 | )      
|                                                                                         | Non-cash stock option compensation expense                        |                                          |                                           | 27     |                  |        |         | 302    |        
|                                                                                         | Non-cash 401(k) contribution in common stock                      |                                          |                                           | 320    |                  |        |         | 120    |        
|                                                                                         | Non-cash investment loss                                          |                                          |                                           | 1,257  |                  |        |         |       |        
|                                                                                         | Loss on interest rate swap agreement                              |                                          |                                           | 1,204  |                  |        |         |       |        
|                                                                                         | Extraordinary item  loss on extinguishment of debt               |                                          |                                           | 1,769  |                  |        |         |       |        
|                                                                                         | Non-cash other charges                                            |                                          |                                           | 60     |                  |        |         |       |        
|                                                                                         | Minority interest in gain of subsidiary                           |                                          |                                           |       |                  |        |         | 327    |        
|                                                                                         | Changes in assets and liabilities, net of
effect of acquisitions: |                                          |                                           |        |                  |        |         |        |        
|                                                                                         |                                                                   | Trade accounts receivable                |                                           |        | (2,700           | )      |         |        | 6,236   |       
|                                                                                         |                                                                   | List brokerage trade accounts receivable |                                           |        | 1,400            |        |         |        | (896    | )     
|                                                                                         |                                                                   | Prepaid expenses and other assets        |                                           |        | 1,702            |        |         |        | 2,792   |       
|                                                                                         |                                                                   | Deferred marketing costs                 |                                           |        | (376             | )      |         |        | 245     |       
|                                                                                         |                                                                   | Accounts payable                         |                                           |        | 3,277            |        |         |        | (5,346  | )     
|                                                                                         |                                                                   | List brokerage trade accounts payable    |                                           |        | (536             | )      |         |        | 74      |       
|                                                                                         |                                                                   | Income taxes receivable and payable, net |                                           |        | (3,698           | )      |         |        | 9,113   |       
|                                                                                         |                                                                   | Accrued expenses and deferred revenue    |                                           |        | (4,713           | )      |         |        | (10,820 | )     
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|                                                                                         |                                                                   |                                          | Net cash provided by operating activities |        |                  | 21,229 |         |        |         | 25,256 | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                  |        |         |       
|Purchases of marketable securities                                                       |                                                                   |                                          | (32                                       | )      |                  |        | (1,032  | )     
|Purchases of property and equipment                                                      |                                                                   |                                          | (1,872                                    | )      |                  |        | (1,860  | )     
|Acquisitions of businesses                                                               |                                                                   |                                          | (3,983                                    | )      |                  |        |        |       
|Software and database development costs                                                  |                                                                   |                                          | (1,353                                    | )      |                  |        | (1,094  | )     
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|Net cash used in investing activities                                                    |                                                                   |                                          | (7,240                                    | )      |                  |        | (3,986  | )     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                  |        |         |       
|Repayment of long-term debt                                                              |                                                                   |                                          | (18,515                                   | )      |                  |        | (16,717 | )     
|Deferred financing costs paid                                                            |                                                                   |                                          | (1,025                                    | )      |                  |        |        |       
|Book overdraft                                                                           |                                                                   |                                          | 1,027                                     |        |                  |        |        |       
|Proceeds from exercise of stock options and
collection of notes receivable from officers |                                                                   |                                          | 569                                       |        |                  |        |        |       
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|Net cash provided by (used in) financing activities                                      |                                                                   |                                          | (17,944                                   | )      |                  |        | (16,717 | )     
|Net increase (decrease) in cash and cash equivalents                                     |                                                                   |                                          | (3,955                                    | )      |                  |        | 4,553   |       
|Cash and cash equivalents, beginning                                                     |                                                                   |                                          | 4,382                                     |        |                  |        | 21,693  |       
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|Cash and cash equivalents, ending                                                        |                                                                   | $                                        | 427                                       |        |                  | $      | 26,246  |       
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|Supplemental cash flow information:                                                      |                                                                   |                                          |                                           |        |                  |        |         |       
|Interest paid                                                                            |                                                                   | $                                        | 8,157                                     |        |                  | $      | 13,572  |       
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       
|Income taxes paid                                                                        |                                                                   | $                                        | 11,191                                    |        |                  | $      | 2,723   |       
|                                                                                         |                                                                   |                                          |                                           |        |                  |        |         |       

The accompanying notes are an integral part of the consolidated financial statements.

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infoUSA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited financial statements have been prepared on the
same basis as the audited consolidated financial statements and, in the opinion
of management, contain all adjustments, consisting of normal recurring
adjustments, necessary to fairly present the financial information included
therein.

The Company suggests that this financial data be read in conjunction with
the audited consolidated financial statements and notes thereto for the year
ended December 31, 2001 included in the Companys 2001 Annual Report on Form
10-K, filed with the Securities and Exchange Commission. Results for the
interim periods presented are not necessarily indicative of results to be
expected for the entire year.

The Company adopted certain provisions of SFAS No. 142 (SFAS 142),
Goodwill and Other Intangible Assets effective January 1, 2002. Therefore, we
ceased to amortize approximately $16.5 million of goodwill effective January 1,
2002, that we had amortized during 2001. In accordance with SFAS 142, the
Company is required to perform an initial impairment test of goodwill in 2002
and update the impairment test annually. The Company has completed the initial
valuation of the goodwill and other intangible assets required by FASB 142 for
impairment testing and concluded that no impairment existed at January 1, 2002.

2. EARNINGS PER SHARE INFORMATION

The following table shows the amounts used in computing earnings per share and
the effect on the weighted average number of shares of dilutive potential
common stock. For the three and six months ended June 30, 2001, the average
market price of the Companys common stock was less than the exercise price of
all the Companys outstanding common stock subject to option. Therefore, the
Company excluded 3.6 million shares in computing diluted earnings per share for
the three and six months ended June 30, 2001.

|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                                                                                  |  | THREE MONTHS ENDED |        | SIX MONTHS ENDED
|                                                                                                  |  | JUNE 30,           |        | JUNE 30,        
|                                                                                                  |  |                    |        |                 
|                                                                                                  |  | (IN THOUSANDS)     |        | (IN THOUSANDS)  
|                                                                                                  |  | 2002               |        | 2001             |  | 2002 |        | 2001
|                                                                                                  |  |                    |        |                  |  |      |        |     
|Weighted average number of shares outstanding
used in basic EPS                                   |  |                    | 50,923 |                  |  |      | 50,571 |      |  |  | 50,908 |  |  |  | 50,569 | 
|Net additional common stock equivalent shares
outstanding after assumed exercise of
stock options |  |                    | 165    |                  |  |      |       |      |  |  | 237    |  |  |  |       | 
|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|Weighted average number of shares outstanding
used in diluted EPS                                 |  |                    | 51,088 |                  |  |      | 50,571 |      |  |  | 51,145 |  |  |  | 50,569 | 
|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 

3. SEGMENT INFORMATION

The Company currently manages existing operations utilizing financial
information accumulated and reported for two business segments.

The small business segment principally engages in the selling of sales
lead generation and consumer DVD products to small and medium sized companies,
small office and home office businesses and individual consumers. This segment
includes the sale of content via the Internet.

The large business segment principally engages in the selling of data
processing services, licensed databases, database marketing solutions and list
brokerage and list management services to large companies. This segment
includes the licensing of databases for Internet directory assistance services.

The small business and large business segments reflect actual net sales,
direct order production, and identifiable direct sales and marketing costs
related to their operations. The remaining indirect costs are presented as a
reconciling item in corporate activities.

Corporate activities principally represent the information systems
technology, database compilation, database verification, and administrative
functions of the Company. Investment income, interest expense, income taxes,
amortization of intangibles, and

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depreciation expense are only recorded in corporate activities. The
Company does not allocate these costs to the two business segments. The Company
classifies restructuring costs, acquisition costs, litigation settlement
charges and other charges as corporate activities to allow for the analysis of
the sales business segments excluding such unusual or non-recurring charges.

The Company accounts for property and equipment on a consolidated basis.
The Companys property and equipment is shared by the Companys business
segments. Depreciation expense is recorded in corporate activities.

The Company has no intercompany sales or intercompany expense
transactions. Accordingly, there are no adjustments necessary to eliminate
amounts between the Companys segments.

The following table summarizes segment information:

|                                                  |  |                                          |        |          |  |            |        |              |  |   |         |   |  |   |        | 
|------------------------------------------------- |  | ---------------------------------------- | ------ | -------- |  | ---------- | ------ | ------------ |  | - | ------- | - |  | - | ------ | 
|                                                  |  | FOR THE THREE MONTHS ENDED JUNE 30, 2002
|                                                  |  |                                         
|                                                  |  | SMALL                                    |        | LARGE    |  | CORPORATE  |        | CONSOLIDATED
|                                                  |  | BUSINESS                                 |        | BUSINESS |  | ACTIVITIES |        | TOTAL       
|                                                  |  |                                          |        |          |  |            |        |             
|                                                  |  | (IN THOUSANDS)                          
|Net sales                                         |  | $                                        | 36,929 |          |  | $          | 37,113 |              |  | $ |        |   |  | $ | 74,042 | 
|Non-cash stock compensation                       |  |                                          |       |          |  |            |       |              |  |   | 27      |   |  |   | 27     | 
|Restructuring charges                             |  |                                          |       |          |  |            |       |              |  |   | 645     |   |  |   | 645    | 
|Litigation settlement charges                     |  |                                          |       |          |  |            |       |              |  |   | 307     |   |  |   | 307    | 
|Acquisition costs                                 |  |                                          |       |          |  |            |       |              |  |   | 110     |   |  |   | 110    | 
|Operating income                                  |  |                                          | 13,867 |          |  |            | 19,732 |              |  |   | (21,074 | ) |  |   | 12,525 | 
|Investment income                                 |  |                                          |       |          |  |            |       |              |  |   | 28      |   |  |   | 28     | 
|Interest expense                                  |  |                                          |       |          |  |            |       |              |  |   | 4,744   |   |  |   | 4,744  | 
|Other charges                                     |  |                                          |       |          |  |            |       |              |  |   | 1,183   |   |  |   | 1,183  | 
|Income before income
taxes and extraordinary item |  |                                          | 13,867 |          |  |            | 19,732 |              |  |   | (26,973 | ) |  |   | 6,626  | 

|                                                  |  |                                          |        |          |  |            |        |              |  |   |         |   |  |   |        | 
|------------------------------------------------- |  | ---------------------------------------- | ------ | -------- |  | ---------- | ------ | ------------ |  | - | ------- | - |  | - | ------ | 
|                                                  |  | FOR THE THREE MONTHS ENDED JUNE 30, 2001
|                                                  |  |                                         
|                                                  |  | SMALL                                    |        | LARGE    |  | CORPORATE  |        | CONSOLIDATED
|                                                  |  | BUSINESS                                 |        | BUSINESS |  | ACTIVITIES |        | TOTAL       
|                                                  |  |                                          |        |          |  |            |        |             
|                                                  |  | (IN THOUSANDS)                          
|Net sales                                         |  | $                                        | 31,095 |          |  | $          | 39,814 |              |  | $ |        |   |  | $ | 70,909 | 
|Non-cash stock compensation                       |  |                                          |       |          |  |            |       |              |  |   | 225     |   |  |   | 225    | 
|Restructuring charges                             |  |                                          |       |          |  |            |       |              |  |   | 767     |   |  |   | 767    | 
|Operating income                                  |  |                                          | 14,639 |          |  |            | 21,428 |              |  |   | (24,547 | ) |  |   | 11,520 | 
|Investment income                                 |  |                                          |       |          |  |            |       |              |  |   | 428     |   |  |   | 428    | 
|Interest expense                                  |  |                                          |       |          |  |            |       |              |  |   | 6,429   |   |  |   | 6,429  | 
|Income before income
taxes and extraordinary item |  |                                          | 14,639 |          |  |            | 21,428 |              |  |   | (30,815 | ) |  |   | 5,252  | 

|                                                  |  |                                        |        |          |  |            |        |              |  |   |         |   |  |   |         | 
|------------------------------------------------- |  | -------------------------------------- | ------ | -------- |  | ---------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | 
|                                                  |  | FOR THE SIX MONTHS ENDED JUNE 30, 2002
|                                                  |  |                                       
|                                                  |  | SMALL                                  |        | LARGE    |  | CORPORATE  |        | CONSOLIDATED
|                                                  |  | BUSINESS                               |        | BUSINESS |  | ACTIVITIES |        | TOTAL       
|                                                  |  |                                        |        |          |  |            |        |             
|                                                  |  | (IN THOUSANDS)                        
|Net sales                                         |  | $                                      | 76,277 |          |  | $          | 74,488 |              |  | $ |        |   |  | $ | 150,765 | 
|Non-cash stock compensation                       |  |                                        |       |          |  |            |       |              |  |   | 27      |   |  |   | 27      | 
|Restructuring charges                             |  |                                        |       |          |  |            |       |              |  |   | 812     |   |  |   | 812     | 
|Litigation settlement charges                     |  |                                        |       |          |  |            |       |              |  |   | 307     |   |  |   | 307     | 
|Acquisition costs                                 |  |                                        |       |          |  |            |       |              |  |   | 173     |   |  |   | 173     | 
|Operating income                                  |  |                                        | 29,737 |          |  |            | 40,044 |              |  |   | (41,008 | ) |  |   | 28,773  | 
|Investment income                                 |  |                                        |       |          |  |            |       |              |  |   | 98      |   |  |   | 98      | 
|Interest expense                                  |  |                                        |       |          |  |            |       |              |  |   | 9,158   |   |  |   | 9,158   | 
|Other charges                                     |  |                                        |       |          |  |            |       |              |  |   | 2,387   |   |  |   | 2,387   | 
|Income before income
taxes and extraordinary item |  |                                        | 29,737 |          |  |            | 40,044 |              |  |   | (52,455 | ) |  |   | 17,326  | 

|                                                  |  |                                        |        |          |  |            |        |              |  |   |         |   |  |   |         | 
|------------------------------------------------- |  | -------------------------------------- | ------ | -------- |  | ---------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | 
|                                                  |  | FOR THE SIX MONTHS ENDED JUNE 30, 2001
|                                                  |  |                                       
|                                                  |  | SMALL                                  |        | LARGE    |  | CORPORATE  |        | CONSOLIDATED
|                                                  |  | BUSINESS                               |        | BUSINESS |  | ACTIVITIES |        | TOTAL       
|                                                  |  |                                        |        |          |  |            |        |             
|                                                  |  | (IN THOUSANDS)                        
|Net sales                                         |  | $                                      | 65,664 |          |  | $          | 79,098 |              |  | $ |        |   |  | $ | 144,762 | 
|Non-cash stock compensation                       |  |                                        |       |          |  |            |       |              |  |   | 302     |   |  |   | 302     | 
|Restructuring charges                             |  |                                        |       |          |  |            |       |              |  |   | 1,643   |   |  |   | 1,643   | 
|Operating income                                  |  |                                        | 33,591 |          |  |            | 42,643 |              |  |   | (53,195 | ) |  |   | 23,039  | 
|Investment income                                 |  |                                        |       |          |  |            |       |              |  |   | 673     |   |  |   | 673     | 
|Interest expense                                  |  |                                        |       |          |  |            |       |              |  |   | 13,343  |   |  |   | 13,343  | 
|Income before income
taxes and extraordinary item |  |                                        | 33,591 |          |  |            | 42,643 |              |  |   | (66,192 | ) |  |   | 10,042  | 

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4. COMPREHENSIVE INCOME

Comprehensive income (loss), including the components of other
comprehensive income (loss), is as follows:

|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |   |        |  
|--------------------------------------- | --------------------------------- | ------------------- | ----- | -------------- | ---- | -------------- | ----- | -------- | --- | -------- | ----- |  | ---- | - | ----- | - | ------ | -
|                                        |                                   |                     |       | FOR THE THREE  |      | FOR THE SIX   
|                                        |                                   |                     |       | MONTHS ENDED   |      | MONTHS ENDED  
|                                        |                                   |                     |       |                |      |               
|                                        |                                   |                     |       | JUNE 30,       |      | JUNE 30,       |       | JUNE 30, |     | JUNE 30,
|                                        |                                   |                     |       | 2002           |      | 2001           |       | 2002     |     | 2001    
|                                        |                                   |                     |       |                |      |                |       |          |     |         
|                                        |                                   |                     |       | (IN THOUSANDS) |      | (IN THOUSANDS)
|Net income                              |                                   | $                   | 4,226 |                |      | $              | 2,205 |          |     | $        | 9,092 |  |      | $ | 4,059 |  
|Other comprehensive income (loss):      |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|                                        | Unrealized loss from investments: |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |   |       
|                                        |                                   | Unrealized losses   |       |                | (133 | )              |       |          |    |          |       |  | (56  | ) |       |   | (24    | )
|                                        |                                   | Related tax expense |       |                | 51   |                |       |          |    |          |       |  | 21   |   |       |   | 9      |  
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|                                        |                                   | Net                 |       |                | (82  | )              |       |          |    |          |       |  | (35  | ) |       |   | (15    | )
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|Interest rate swap agreement:           |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|                                        |                                   | Gains (losses)      |       |                |     |                |       |          | 61  |          |       |  | 850  |   |       |   | (1,400 | )
|                                        |                                   | Related tax expense |       |                |     |                |       |          | (23 | )        |       |  | (323 | ) |       |   | 532    |  
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|                                        |                                   | Net                 |       |                |     |                |       |          | 38  |          |       |  | 527  |   |       |   | (868   | )
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|Total other comprehensive income
(loss) |                                   |                     | (82   | )              |      |                | 38    |          |     |          | 492   |  |      |   | (883  | )
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  
|Comprehensive income                    |                                   | $                   | 4,144 |                |      | $              | 2,243 |          |     | $        | 9,584 |  |      | $ | 3,176 |  
|                                        |                                   |                     |       |                |      |                |       |          |     |          |       |  |      |   |       |  

The components of accumulated other comprehensive income (loss) is as
follows:

|                             |  |             |      |                |  |                |      |               |  |   |      |             |  |   |        |  
|---------------------------- |  | ----------- | ---- | -------------- |  | -------------- | ---- | ------------- |  | - | ---- | ----------- |  | - | ------ | -
|                             |  | FOREIGN     |      |                |  |                |      |               |  |   |      | ACCUMULATED
|                             |  | CURRENCY    |      | GAINS/(LOSSES) |  | UNREALIZED     |      | OTHER        
|                             |  | TRANSLATION |      | ON DERIVATIVE  |  | GAINS/(LOSSES) |      | COMPREHENSIVE
|                             |  | ADJUSTMENTS |      | INSTRUMENTS    |  | ON SECURITIES  |      | INCOME (LOSS)
|                             |  |             |      |                |  |                |      |              
|                             |  |             |      |                |  | (IN THOUSANDS) |      |               |  |  
|Balance at June 30, 2002     |  | $           | (668 | )              |  | $              |     |               |  | $ | (201 | )           |  | $ | (869   | )
|                             |  |             |      |                |  |                |      |               |  |   |      |             |  |   |        |  
|Balance at December 31, 2001 |  | $           | (668 | )              |  | $              | (527 | )             |  | $ | (166 | )           |  | $ | (1,361 | )
|                             |  |             |      |                |  |                |      |               |  |   |      |             |  |   |        |  

5. ACQUISITIONS

During 2002, the Company completed a number of acquisitions of
businesses. Each acquisition was accounted for using the purchase method of
accounting. The results of each acquired business has been included in the
Companys consolidated financial statements since the date of acquisition.
The acquisitions completed by the Company include:

In June 2002, the Company acquired all of the issued and outstanding
common stock of Hill-Donnelly Inc., a business directory provider. Total
consideration for the acquisition included cash of $1.8 million. The
purchase price for acquisition was allocated to current assets of $0.5
million, property and equipment of $0.1 million, current liabilities of $0.2
million and goodwill of $1.4 million.

In April 2002, the Company acquired certain assets and assumed certain
liabilities of Key Contacts, Inc., a Canadian database list business. Total
consideration for the acquisition was cash of $0.2 million. The purchase
price for the acquisition was allocated to property and equipment of $5
thousand, current liabilities of $34 thousand and goodwill of $223 thousand.

In March 2002, the Company acquired the e-mail list business of
DoubleClick, Inc. through an acquisition of assets and the assumption of
certain liabilities. Total consideration for the acquisition was cash of
$2.0 million. The purchase price for the acquisition was allocated to
current assets of $3.8 million, current liabilities of $2.0 million and
goodwill of $0.2 million.

In January 2002, the Company acquired all issued and outstanding common
stock of Database Concepts, Inc., a Canadian database development business.
Total consideration for the acquisition was cash of $0.3 million. The
purchase price for the acquisition was allocated to current assets of $44
thousand, property and equipment of $8 thousand, current liabilities of $72
thousand and goodwill of $334 thousand.

Pro forma operating results have been omitted because the Company has
determined that the effects of these acquisitions on 2002 and 2001 earnings
and earnings per share are not material.

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6. NON-CASH STOCK COMPENSATION EXPENSE

The Company maintains several stock option plans under which the Company
may grant incentive stock options and non-qualified stock options to
officers, directors, employees and consultants of the Company. Stock options
have been granted at prices at or above the fair market value at the date of
the grant. Options generally vest over four years and expire after 5 years.
The Company uses Accounting Principles Bulletin (APB) Opinion No. 25 to
account for stock-based compensation to employees and directors of the
Company. Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, EITF No. 96-18 Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services, and FASB Interpretation No. 28, Accounting for
Stock Appreciation Rights and Other Variable Stock Option or Award Plans and
other related FASB Interpretations are used to record stock-based
compensation to non-employees of the Company. During the second quarter of
2002, the Company granted non-qualified stock options to a non-employee
consultant of the Company in connection with a consulting agreement executed
by the Company. The fair value of the option was estimated, as of the grant
date, using the Black-Scholes option pricing model with the following
assumptions: no dividend yield for any year, expected volatility of 64%, risk
free interest rate of 4.11% and an expected life of 5 years. As such, the
Company has recorded a non-cash charge of $27 thousand, related to stock
options granted to the consultant during the six months ended June 30, 2002.
The charges were recorded as an addition to paid-in-capital. The consulting
agreement commits the Company to make cash payments of $450 thousand, $675
thousand, $775 thousand and $200 thousand in 2002, 2003, 2004 and 2005 to the
consultant for services rendered. Expense recorded for the three and six
months ended June 30, 2002 for this consulting agreement was $117 thousand.

The Companys subsidiary, infoUSA.com, sponsored an Equity Incentive
Plan in which shares of common stock are reserved for issuance to officers,
directors, employees and consultants of the subsidiary. The Company has
recorded a non-cash charge of $0.2 million and $0.3 million, during the three
and six months ended June 30, 2001, respectively, related to stock options
for infoUSA.com. The charges were recorded as an addition to paid-in-capital.

7. RESTRUCTURING CHARGES

During the six months ended June 30, 2002, the Company recorded
restructuring charges due to further workforce reductions of $0.8 million.
The costs were incurred and paid during the six months ended June 30, 2002.
The workforce reduction charges included involuntary employee separation
costs for approximately 112 employees in administration, sales support and
marketing functions.

During the six months ended June 30, 2001, the Company recorded
restructuring charges due to workforce reductions of $1.6 million, as a part
of the Companys overall strategy to reduce costs and continue commitment to
its core businesses. The costs were incurred and paid during the six months
ended June 30, 2001. The workforce reduction charges included involuntary
employee separation costs for approximately 215 employees in administration,
sales support and marketing functions.

8. ACQUISITION COSTS

During the six months ended June 30, 2002, the Company recorded
integration-related acquisition costs of $0.2 million, or less than 1% of net
sales. The integration-related costs included consulting costs, information
system conversion and other direct integration-related charges. These costs
were not directly related to the acquisition of Polk Directories, and
therefore could not be capitalized, but were costs associated with the
integration of Polk Directories operations into the Companys existing
operations.

9. LOSS ON INTEREST RATE SWAP AGREEMENT

During 1999 in conjunction with the acquisition of Donnelley, the
Company negotiated a credit arrangement (Senior Debt Credit facility).
According to the terms of the Senior Debt Credit Facility, the Company
entered into an interest rate swap agreement with Union Bank of California,
to fix the rate on $60.5 million of the debt at an interest rate of 6.385%
for the term of 3 years. On March 6, 2002, the Company refinanced the Senior
Debt Credit facility administered by Deutsche Bank with Bank of America
Securities, LLC. As a result of the refinancing, the Company recorded a
charge of $1.2 million as Other Charges in the Statement of Operations for
amounts previously reported in Other Comprehensive Income related to the fair
value of the interest rate swap agreement. The interest rate swap agreement
will not be accounted for as an interest rate hedge agreement for the
remaining term of the agreement, which ultimately concludes September 2002.

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10. EXTRAORDINARY ITEM, NET OF TAX

On March 6, 2002, the Company refinanced its senior debt credit
facility administered by Deutsche Bank to Bank of America Securities, LLC.
On March 6, 2002, the Company recorded an extraordinary item of $1.8 million,
net of income tax benefit of $1.2 million, for the net unamortized debt issue
costs related to the extinguishment of the senior debt credit facility with
Deutsche Bank.

11. RELATED PARTY TRANSACTIONS

Mr. Gupta, who is the Chairman and Chief Executive Officer of the
Company, is eligible for a cash bonus in 2002 based on Company performance.
The criteria for Mr. Guptas bonus is that he will receive 10% of the
Companys adjusted EBITDA in excess of $80 million. In January 2002, the
Company paid an advance to Mr. Gupta in the amount of $1.5 million (based on
2001 performance) to be off set against any 2002 bonus payable to Mr. Gupta
pursuant to his bonus program. The advance will be applied to part or all
of his 2002 bonus, if performance criteria are met, or paid back by Mr. Gupta
within the next 12 months. In May 2002, Mr. Gupta paid back $0.6 million of
the original advance, leaving an advance balance of $0.9 million.

12. GOODWILL AND OTHER INTANGIBLE ASSETS  ADOPTION OF STATEMENT 142

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets for the
six months ended June 30, 2002. Beginning January 1, 2002, the Company ceased
the amortization of goodwill and certain other intangible assets, the result
of which is no further expense for the amortization of these intangible
assets in 2002 and future years. Amortization expense for goodwill of $7.7
million, net of tax benefit of $0.6 million, was recorded during the first
six months of 2001 that was not recorded during the first six months of 2002.

Acquired intangible assets as of June 30, 2002 consist of:

|                             |                                          |   |                    |         |              |   |         |        | 
|---------------------------- | ---------------------------------------- | - | ------------------ | ------- | ------------ | - | ------- | ------ | 
|                             |                                          |   | Gross              |         |              |   |        
|                             |                                          |   | Carrying           |         | Accumulated 
|                             |                                          |   | Amount             |         | Amortization
|                             |                                          |   |                    |         |             
|                             |                                          |   | (amounts in $000s)
|Amortized intangible assets: |                                          |   |                    |         |              |   |         |       
|                             | Goodwill                                 |   | $                  | 268,286 |              |   | $       | 51,069 | 
|                             | Purchased data processing and technology |   |                    | 78,278  |              |   |         | 41,662 | 
|                             | Acquired database costs                  |   |                    | 19,000  |              |   |         | 19,000 | 
|                             | Tradename                                |   |                    | 15,802  |              |   |         | 4,212  | 
|                             | Non-compete agreements                   |   |                    | 13,534  |              |   |         | 7,571  | 
|                             | Customer base                            |   |                    | 8,372   |              |   |         | 4,655  | 
|                             |                                          |   |                    |         |              |   |         |       
|                             |                                          | $ | 403,272            |         |              | $ | 128,169 |       
|                             |                                          |   |                    |         |              |   |         |       

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Assuming the provisions of SFAS 142 had been implemented as of January
1, 2001, adjusted net income before extraordinary items, adjusted net income
and earnings per share would have been:

|                                                        |                                   |   |              |   |          |   |        |       | 
|------------------------------------------------------- | --------------------------------- | - | ------------ | - | -------- | - | ------ | ----- | 
|                                                        |                                   |   | FOR THE SIX 
|                                                        |                                   |   | MONTHS ENDED
|                                                        |                                   |   |             
|                                                        |                                   |   | JUNE 30,     |   | JUNE 30,
|                                                        |                                   |   | 2002         |   | 2001    
|                                                        |                                   |   |              |   |         
|($000s except for earnings-per-share amounts)           |                                   |   |              |  
|                                                        |                                   |   |              |   |         
|Reported income before extraordinary item               |                                   | $ | 10,861       |   |          | $ | 4,059  |      
|                                                        | Goodwill amortization, net of tax |   |              |  |          |   |        | 7,680 | 
|                                                        |                                   |   |              |   |          |   |        |      
|Adjusted net income before extraordinary item           |                                   | $ | 10,861       |   |          | $ | 11,739 |      
|                                                        |                                   |   |              |   |          |   |        |      
|Reported net income                                     |                                   | $ | 9,092        |   |          | $ | 4,059  |      
|                                                        | Goodwill amortization, net of tax |   |              |  |          |   |        | 7,680 | 
|                                                        |                                   |   |              |   |          |   |        |      
|Adjusted net income                                     |                                   | $ | 9,092        |   |          | $ | 11,739 |      
|                                                        |                                   |   |              |   |          |   |        |      
|Basic & Diluted earnings per share:                     |                                   |   |              |   |          |   |        |      
|Reported net income before extraordinary
item per share |                                   | $ | 0.21         |   |          | $ | 0.08   |      
|                                                        | Goodwill amortization, net of tax |   |              |  |          |   |        | 0.15  | 
|                                                        |                                   |   |              |   |          |   |        |      
|Adjusted net income before extraordinary
item per share |                                   | $ | 0.21         |   |          | $ | 0.23   |      
|                                                        |                                   |   |              |   |          |   |        |      
|Reported net income per share                           |                                   | $ | 0.18         |   |          | $ | 0.08   |      
|                                                        | Goodwill amortization, net of tax |   |              |  |          |   |        | 0.15  | 
|                                                        |                                   |   |              |   |          |   |        |      
|Adjusted net income per share                           |                                   | $ | 0.18         |   |          | $ | 0.23   |      
|                                                        |                                   |   |              |   |          |   |        |      

13. CONTINGENCIES

The Company and its subsidiaries are routinely involved in legal
proceedings, claims and litigation arising in the ordinary course of
business. During the three months ended June 30, 2002, the Company recorded
charges of $0.3 million related to the Companys settlement of a contractual
dispute. On May 14, 2002, a principal of one of the acquisitions made by
the Company in 1996 was awarded $1.6 million by an arbitrator, for settlement
of a dispute regarding exercise of stock options issued by the Company as a
part of the purchase. The Companys management, under advice from outside
legal counsel, believes that it has sufficient legal grounds to have the
ruling overturned. Accordingly, the Company has not recorded a litigation
charge for the cost of this judgement or other potential claims and
contingent liabilities as management believes that the likelihood of a
material loss for such contingencies is unlikely.

14. OTHER CHARGES

During the three months ended June 30, 2002, the Company recorded a loss
of $1.1 million for an other-than-temporary decline in the value of a
nonmarketable equity investment. The investment was determined to be
impaired by management after consideration of the acquisition of the
investment by another entity, diluting the Companys investment in this
entity to a nominal value. The loss is classified with Other Charges in the
Statement of Operations.

The Company has other investments totaling $3.0 million in nonmarketable
equity securities where the carrying value of the investments may exceed the
estimated fair value of the investments. The Company continues to monitor
the conditions and events that effect the recoverability of these
investments. To the extent that conditions for these investments do not
improve, additional write-offs for other-than-temporary declines in the fair
value of these equity securities may emerge.

On April 12, 2002, the Company repurchased $2.0 million outstanding
Senior Subordinated Notes of the Company at par. As a result of the
repurchase, the Company recorded a charge of $0.1 million for the net
unamortized debt issue costs related to the Senior Subordinated Notes as
Other Charges in the Statement of Operations.

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##### Table of Contents



infoUSA INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The Company is a leading provider of business and consumer information,
data processing and database marketing services. The Companys key assets
include proprietary databases of 14 million businesses and 250 million
consumers in the United States and Canada. We believe our proprietary content
is the most comprehensive and accurate data available. We leverage these key
assets by selling through multiple distribution channels to over 4 million
customers that include small and medium-size businesses, Fortune 1000
companies, consumers, and Internet users.

This discussion and analysis contains forward-looking statements,
including without limitation statements in the discussion of comparative
results of operations, accounting standards and liquidity and capital
resources, within the meaning of Section 21E of the Securities Exchange Act
of 1934 and Section 27A of the Securities Act of 1933, which are subject to
the safe harbor created by those sections. The Companys actual future
results could differ materially from those projected in the forward-looking
statements. Some factors which could cause future actual results to differ
materially from the companys recent results or those projected in the
forward-looking statements are described in Factors Affecting Operating
Results below. The Company assumes no obligation to update the
forward-looking statement or such factors.

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##### Table of Contents



RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
financial information and other data. The amounts and related percentages may
not be fully comparable due to the acquisitions of Polk Directories in
October 2001, Database Concepts in January 2002, the email list business of
Doubleclick, Inc. in March 2002, Key Contacts in April 2002 and Hill-Donnelly
Inc. in June 2002:

|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |        |    |   |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------------- | ----------------- | ------------------------------------- | -- | ------------- | ------ | ------------- | -------------- | ------------- | ------ | -------------- | -- | - | ------- | ------ | -- | - | ------- | -
|                                               |                                                                                            |                                                   |                   |                                       |    | THREE MONTHS  |        | THREE MONTHS  |                | SIX MONTHS    |        | SIX MONTHS    
|                                               |                                                                                            |                                                   |                   |                                       |    | ENDED         |        | ENDED         |                | ENDED         |        | ENDED         
|                                               |                                                                                            |                                                   |                   |                                       |    | JUNE 30, 2002 |        | JUNE 30, 2001 |                | JUNE 30, 2002 |        | JUNE 30, 2001 
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |               
|                                               | CONSOLIDATED STATEMENT OF OPERATIONS DATA:                                                 |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |        |   
|                                               | Net sales                                                                                  |                                                   |                   | 100                                   | %  |               |        | 100           | %              |               |        | 100            | %  |   |         | 100    | % 
|                                               | Costs and expenses:                                                                        |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |        |   
|                                               |                                                                                            | Database and production costs                     |                   |                                       | 29 |               |        |               | 28             |               |        |                | 28 |   |         |        | 29 |  
|                                               |                                                                                            | Selling, general and administrative               |                   |                                       | 43 |               |        |               | 38             |               |        |                | 42 |   |         |        | 37 |  
|                                               |                                                                                            | Depreciation and amortization                     |                   |                                       | 10 |               |        |               | 17             |               |        |                | 10 |   |         |        | 17 |  
|                                               |                                                                                            | Non-cash stock compensation expense               |                   |                                       |   |               |        |               |               |               |        |                |   |   |         |        |   |  
|                                               |                                                                                            | Restructuring charges                             |                   |                                       | 1  |               |        |               |               |               |        |                | 1  |   |         |        |   |  
|                                               |                                                                                            | Litigation settlement charge                      |                   |                                       |   |               |        |               | 1              |               |        |                |   |   |         |        | 1  |  
|                                               |                                                                                            | Acquisition costs                                 |                   |                                       |   |               |        |               |               |               |        |                |   |   |         |        |   |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Total costs and expenses              |    |               | 83     |               |                |               | 84     |                |    |   | 81      |        |    |   | 84      |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | Operating income                                  |                   |                                       | 17 |               |        |               | 16             |               |        |                | 19 |   |         |        | 16 |  
|                                               |                                                                                            | Other expense, net                                |                   |                                       | (8 | )             |        |               | (9             | )             |        |                | (8 | ) |         |        | (9 | )
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | Income before income taxes and extraordinary item |                   |                                       | 9  |               |        |               | 7              |               |        |                | 11 |   |         |        | 7  |  
|                                               |                                                                                            | Income taxes                                      |                   |                                       | 3  |               |        |               | 4              |               |        |                | 4  |   |         |        | 4  |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | Income before extraordinary item                  |                   |                                       | 6  |               |        |               | 3              |               |        |                | 7  |   |         |        | 3  |  
|                                               |                                                                                            | Extraordinary item, net of tax                    |                   |                                       |   |               |        |               |               |               |        |                | (1 | ) |         |        |   |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | Net income                                        |                   |                                       | 6  | %             |        |               | 3              | %             |        |                | 6  | % |         |        | 3  | %
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | OTHER DATA:                                       |                   |                                       |    |               |        |               | (in thousands) |               |        |                |    |   |        
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   | SALES BY SEGMENT: |                                       |    |               |        |               |                |               |        |                |    |   |        
|                                               |                                                                                            |                                                   |                   | Small business                        |    | $             | 36,929 |               |                | $             | 31,095 |                |    | $ | 76,277  |        |    | $ | 65,664  |  
|                                               |                                                                                            |                                                   |                   | Large business                        |    |               | 37,113 |               |                |               | 39,814 |                |    |   | 74,488  |        |    |   | 79,098  |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Total                                 |    | $             | 74,042 |               |                | $             | 70,909 |                |    | $ | 150,765 |        |    | $ | 144,762 |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|SALES BY SEGMENT AS A PERCENTAGE OF NET SALES: |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Small business                        |    |               | 50     | %             |                |               | 44     | %              |    |   | 51      | %      |    |   | 45      | %
|                                               |                                                                                            |                                                   |                   | Large business                        |    |               | 50     |               |                |               | 56     |                |    |   | 49      |        |    |   | 55      |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Total                                 |    |               | 100    | %             |                |               | 100    | %              |    |   | 100     | %      |    |   | 100     | %
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               | Amortization expense of intangible assets (1)                                              |                                                   | $                 | 3,325                                 |    |               | $      | 7,526         |                |               | $      | 6,661          |    |   | $       | 15,310 |   
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               | Earnings before, interest, taxes, depreciation and
amortization, (EBITDA), as adjusted (2) |                                                   | $                 | 19,674                                |    |               | $      | 23,934        |                |               | $      | 43,026         |    |   | $       | 48,263 |   
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               | EBITDA, as adjusted, as a percentage of net sales                                          |                                                   |                   | 27                                    | %  |               |        | 34            | %              |               |        | 29             | %  |   |         | 33     | % 
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            | Cash Flow Data:                                   |                   |                                       |    |               |        |               |                |               |        | (in thousands) |   
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Net cash from operating activities    |    |               |        |               |                |               |        |                |    | $ | 21,229  |        |    | $ | 25,256  |  
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Net cash used in investing activities |    |               |        |               |                |               |        |                |    |   | (7,240  | )      |    |   | (3,986  | )
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       
|                                               |                                                                                            |                                                   |                   | Net cash used in financing activities |    |               |        |               |                |               |        |                |    |   | (17,944 | )      |    |   | (16,717 | )
|                                               |                                                                                            |                                                   |                   |                                       |    |               |        |               |                |               |        |                |    |   |         |       



---

|(1) |  | This represents amortization expense recorded by the Company on all
intangibles recorded as part of the acquisition of other companies, and
excludes amortization related to deferred financing costs, software
development costs, and other intangible assets not recorded as part of an
acquisition of another company. The amortization expense excludes the
amortization of goodwill, following the adoption of SFAS 142 by the Company
on January 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | EBITDA, as adjusted is defined as operating income adjusted to exclude
depreciation, amortization and non-cash stock compensation expenses. EBITDA
is presented because it is a widely accepted indicator of a companys ability
to incur and service debt and of the Companys cash flows from operations
excluding any non-recurring items. However, EBITDA, as adjusted, does not
purport to represent cash provided by operating activities as reflected in
the Companys consolidated statements of cash flows, is not a measure of
financial performance under generally accepted accounting principles (GAAP)
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with GAAP. Also, the measure of EBITDA, as
adjusted, may not be comparable to similar measures reported by other
companies.

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##### Table of Contents



Overview

The Company has supplemented its internal growth through strategic
acquisitions. The Company has completed eighteen acquisitions since mid-1996.
Through these acquisitions, the Company has increased its presence in the
consumer marketing information industry, greatly increased its ability to
provide data processing solutions, added two consumer CD-Rom product lines,
increased its presence in list management and list brokerage services and
broadened its offerings of business marketing information.

The Company has previously made certain disclosures relative to the
continuing results of operations of acquired companies where appropriate and
possible, although the Company has in the case of all acquisitions since
1996, immediately integrated the operations of the acquired companies into
existing operations of the Company. Generally, the results of operations for
these acquired activities are no longer separately accounted for from
existing activities. The Company cannot report on the results of operations
of acquired companies upon completion of the integration as the results are
commingled with existing results. Additionally, upon integration of
acquired operations, the Company frequently combines acquired products or
features with existing products, and experiences significant cross-selling of
products between business units, including sales of acquired products by
existing business units and sales by acquired business units of existing
products. Due to recent and potential future acquisitions, future results of
operations will not be comparable to historical data. While the results
cannot be accurately quantified, a number of the acquisitions have had a
significant impact on net sales.

Net sales

Net sales of the Company for the quarter ended June 30, 2002 were $74.0
million, an increase of 4% from $70.9 million for the same period of 2001.
Net sales for the six months ended June 30, 2002 were $150.8 million, an
increase of 4% from the $144.8 million for the same period of 2001. The
increase in net sales is principally due to the acquisition of Polk
Directories in October 2001.

Net sales of the small business segment for the quarter ended June 30,
2002 were $36.9 million, a 19% increase from $31.1 million for the same
period of 2001. Net sales of the small business segment for the six months
ended June 30, 2002 were $76.3 million, a 16% increase from $65.7 million for
the same period of 2001. The small business segment principally engages in
the selling of sales lead generation and consumer DVD products to small to
medium sized companies, small office and home office businesses and
individual consumers. This segment also includes the sale of content via the
Internet. The increase in net sales is principally due to the acquisition of
Polk Directories in October 2001 and 2002 acquisitions. The Company
immediately integrated the operations of its various acquisitions into
existing operations. As discussed in the overview above, the Company cannot
separately report the results of operations of its various acquisitions upon
completion of the integration.

Net sales of the large business segment for the quarter ended June 30,
2002 were $37.1 million, a 7% decline from $39.8 million for the same period
of 2001. Net sales of the large business segment for the six months ended
June 30, 2002 were $74.5 million, a 6% decrease from the $79.1 million for
the same period of 2001. The large business segment principally engages in
the selling of data processing services, licensed databases, database
marketing solutions and list brokerage and list management services to large
companies. This segment includes the licensing of databases for Internet
directory assistance services. The decrease in net sales is principally due
to softer customer demand for Internet licensing and to a lesser extent due
to softer demand for data processing services related to the general
slow-down in the United States economy.

Database and production costs

Database and production costs for the quarter ended June 30, 2002 were
$21.3 million, or 29% of net sales, compared to $19.5 million, or 28% of net
sales for the same period of 2001. For the six months ended June 30, 2002,
database and production costs were $42.6 million, or 28% of net sales,
compared to $40.9 million or 28% of net sales for the same period in 2001.
The increase in database and production costs is primarily due to the
acquisition of Polk Directories in October 2001.

Selling, general and administrative expenses

Selling, general and administrative expenses for the quarter ended June
30, 2002 were $32.0 million, or 43% of net sales, compared to $26.7 million,
or 38% of net sales for the same period of 2001. For the six months ended
June 30, 2002, selling, general and administrative expenses were $63.9
million, or 42% of net sales, compared to $53.9 million, or 37% of net sales,
for the same period of 2001. The increase in selling, general and
administrative expenses as a percentage of net sales is principally due to
the acquisition of Polk Directories in October 2001. Polk Directories
utilizes a dedicated sales force that has a higher operating cost

15



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##### Table of Contents



structure as a percentage of sales than the Companys existing
businesses.

Depreciation and amortization expenses

Depreciation and amortization expenses for the quarter ended June 30,
2002 were $7.1 million, or 10% of net sales, compared to $12.2 million, or
17% of net sales for the same period of 2001. For the six months ended June
30, 2001, depreciation and amortization expenses were $14.3 million, or 9% of
net sales, compared to $24.9 million, or 17% of net sales for the same period
in 2001. The decrease in depreciation and amortization expenses is
principally due to the Companys adoption of Statement of Financial Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets as of January 1,
2002. SFAS No. 142 requires the Company to complete an annual impairment test
on goodwill and other intangible assets with an indefinite life rather than
record amortization expense on those assets. The Company has completed the
evaluation for the initial impairment test that is required upon adoption of
SFAS 142 and established that no impairment exists.

Non-cash stock compensation expense

During the quarter ended June 30, 2002, the Company recorded a non-cash
charge of $27 thousand, or less than 1% of net sales, compared to $0.2
million, for the same period of 2001. For the six months ended June 30,
2002, non-cash stock compensation expense was $27 thousand, or less than 1%
of net sales, compared to $0.3 million, for the same period of 2001. The
Company recorded non-cash stock compensation expenses for the consulting
agreement described in Footnote 6, for the three months ended June 30, 2002
and subsequent periods. The decrease is due to the fact that the Company
eliminated the minority interest in its infoUSA.com subsidiary through the
purchase of assets as of September 30, 2001, and will not incur non-cash
stock compensation expense related to the infoUSA.com subsidiary options for
the fourth quarter of 2001 and subsequent periods.

Restructuring costs

During the three and six months ended June 30, 2002, the Company
recorded restructuring charges due to workforce reductions of $0.6 million
and $0.8 million, respectively, as a part of the Companys continuing
strategy to reduce costs. The workforce reduction charges included
involuntary employee separation costs for 83 and 112 employees for the
respective periods.

The Company recorded restructuring charges of $1.6 million for the six
months ended June 30, 2001, due to fiscal year 2001 workforce reductions, as
a part of the Companys overall strategy to reduce costs and focus commitment
to its core businesses. The costs were incurred and paid during the six
months ended June 30, 2001. The fiscal year 2001 workforce reduction charges
included involuntary employee separation costs for approximately 215
employees.

Litigation settlement charges

The Company is involved in various legal proceedings, including product
liability and other matters of a nature considered normal to its business.
During the quarter ended June 30, 2002, the Company recorded charges of $0.3
million related to the Companys settlement of a legal matter.

Acquisition costs

During the six months ended June 30, 2002, the Company recorded
integration-related costs of $0.2 million. The integration-related costs
included consulting costs, information system conversion and other direct
integration-related charges. These costs were not directly related to the
acquisition of Polk Directories, and therefore could not be capitalized, but
were costs associated with the integration of Polk Directories operations
into the Companys existing operations.

Operating income

Including the factors previously described, the Company had operating
income of $12.5 million, or 17% of net sales for the quarter ended June 30,
2002, compared to an operating income of $11.5 million, or 16% of net sales
for the same period in 2001. For the six months ended June 30, 2002, the
Company had operating income of $28.8 million, or 19% of net sales, compared
to an operating income of $23.0 million, or less than 16% of net sales for
the same period in 2001.

Operating income for the small business segment for the quarter ended
June 30, 2002 was $13.9 million, or 38% of net sales, as compared to $14.6
million, or 47% of net sales for the same period in 2001. For the six months
ended June 30, 2002, operating

16



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##### Table of Contents



income for the small business segment was $29.7 million, or 39% of net
sales, compared to $33.6 million, or 51% of net sales for the same period of
2001. The decrease in operating income is principally due to increased sales
and marketing expenses represented as a percentage of net sales associated
with Polk Directories, discussed in the selling, general administrative
section above.

Operating income for the large business segment for the quarter ended
June 30, 2002 was $19.7 million, or 53% of net sales, as compared to $21.4
million, or 54% of net sales for the same period in 2001. For the six months
ended June 30, 2002, operating income for the large business segment was
$40.0 million or 54% of net sales, compared to $42.6 million, or 54% of net
sales for the same period in 2001.

Other income or expense, net

Other expense net, was $5.9 million, or 8% of net sales, and $6.3
million, or 9% of net sales, for the quarters ended June 31, 2002 and 2001,
respectively. For the six months ended June 30, 2002, other expense net, was
$11.4 million, or 8% of net sales, compared to $13.0 million, or 9% of net
sales for the same period of 2001. Other expense is comprised of interest
expense, investment income, minority interest in subsidiary and other income
or expense items which do not represent components of operating expense of
the Company.

The Company recorded a non-cash loss of $1.2 million, on the interest
rate swap agreement designated as a cash flow hedge for the Companys Senior
Debt Credit Facility described in Note 10, Loss on interest rate swap
agreement. The Senior Debt Credit Facility was refinanced on March 6, 2002.
As a result of the refinancing, the Company recorded a charge of $1.2 million
for unrealized interest expense that had been accounted for as a component of
Other Comprehensive Income of stockholders equity.

During the three months ended June 30, 2002, the Company recorded a loss
of $1.1 million for an other-than-temporary decline in the value of a
nonmarketable equity investment. The investment was determined to be impaired
by management after consideration of the acquisition of the investment by
another entity, diluting the Companys investment in this entity to a nominal
value. The loss is classified with other charges in the statement of
operations.

During the three months ended June 30, 2002, the Company recorded an
asset impairment charge of $0.1 million for the net unamortized debt issue
costs related to the retirement of $2.0 million of the Companys 9.5% senior
notes. The loss is classified with other charges in the statement of
operations.

Interest expense was $4.7 million and $6.4 million for the quarters
ended June 30, 2002 and 2001, respectively. For the six months ended June
30, 2002 and 2001, interest expense was $9.1 million and $13.3 million,
respectively. The decrease is principally due to refinancing the senior
credit facility and the reduction in debt due to prepayments made to the
senior credit facility during the last 12 months. Investment income was $28
thousand and $0.4 million, for the quarters ended June 30, 2002 and 2001,
respectively. For the six months ended June 30, 2002 and 2001, interest
income was $0.1 million and $0.7 million, respectively.

Minority interest in gain of subsidiary of $0.3 million for the quarter
ended June 30, 2001, represents the unaffiliated investors share of
infoUSA.coms net gain for the period then ended. For the six months ended
June 30, 2001, minority interest in gain of subsidiary of $0.3 million,
represents the unaffiliated investors share of infoUSA.coms net gain for
the period then ended.

Income taxes

A provision for income taxes of $2.4 million and $3.0 million was
recorded for the quarters ended June 30, 2002 and 2001, respectively. The
decrease in the Companys effective tax rate to 36% in 2002 from 58% in 2001
is the result of two items. First, the Companys 2001 net income did not
include any deferred tax benefits related to operating losses of its former
subsidiary infoUSA.com due to uncertainties surrounding the recoverability of
these deferred tax assets. infoUSA.com was not previously included in the
Companys consolidated Federal income tax return. Second, the Companys
pre-tax book income for the fiscal year 2001 included nondeductible
amortization expense of $16.5 million for goodwill and intangible assets with
indefinite lives. Upon the adoption of SFAS No. 142 on January 1, 2002, the
Company ceased amortizing these assets for financial reporting purposes and
consequently, the amortization expense for those assets does not affect
either book or taxable income in 2002. These items collectively increased
the Companys effective tax rate by 24% over the Federal statutory rate of
34% for the second quarter of 2001.

17



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Extraordinary item, net of tax

On March 6, 2002, the Company refinanced its senior debt credit facility
administered by Deutsche Bank to Bank of America Securities, LLC. On March
6, 2002, the Company recorded an extraordinary item of $1.8 million, net of
income tax benefit of $1.2 million, for the net unamortized debt issue costs
related to the senior debt credit facility with Deutsche Bank.

EBITDA, as adjusted

The Companys EBITDA, as adjusted was $19.7 million, or 27% of net sales
for the quarter ended June 30, 2002, and $23.9 million, or 34% of net sales
for the same period in 2001. For the six months ended June 30, 2002, the
Companys EBITDA, as adjusted was $43.0 million, or 29% of net sales,
compared to $48.3 million, or 33% of net sales for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

General information:

During 1999 in conjunction with the acquisition of Donnelley, the
Company negotiated a credit arrangement with Deutsche Bank. On March 6, 2002,
the Company refinanced the Senior Secured Credit facility administered by
Deutsche Bank with Bank of America Securities, LLC. Under the refinanced
Senior Secured Credit facility, the payment terms of the Term Loans A and B
were changed such that the total debt will be due in March 2006. Available
borrowings under the new Senior Secured Credit facility are $47.0 million for
Term A with a maturity of 3 years, $45.0 million for Term B with a maturity
of 4 years and $18.0 million under a revolving credit facility with a
maturity of 3 years. The new credit facility also reduced the Revolving
Credit Facility, as amended, from $25 million to $18 million. As of June 30,
2002, the Company had no borrowings under the Revolving Credit Facility, with
the exception of two outstanding letters of credit in the amount of $6.3
million reducing the availability under the Revolving Credit Facility to
$11.7 million.

The Company is subject to certain financial covenants in its various
credit facilities, including total funded debt leverage ratio, senior debt
leverage ratio, fixed charge coverage ratio and minimum consolidated EBITDA.
Management believes the Company is in compliance with all restrictive
covenants of the Companys various debt facilities.

The Company believes that its existing sources of liquidity and cash
generated from operations will satisfy the Companys projected working
capital, debt repayments and other cash requirements for at least the next 12
months. Acquisitions of other technologies, products or companies, or
internal product development efforts may require the Company to obtain
additional equity or debt financing, which may not be available or may be
dilutive.

Consolidated Statements of Cash Flows Information:

As of June 30, 2002, the Companys principal sources of liquidity
included $11.7 million available under the Revolving Credit Facility
described above. As of June 30, 2002, the Company had a working capital
deficit of $6.0 million.

Net cash provided by operating activities during the six months ended
June 30, 2002, totaled $21.2 million compared to $25.3 million during the
same period of 2001.

During the six months ended June 30, 2002, the Company spent $1.9
million for additions of property and equipment, $1.4 million related to
software and database development costs and $18.5 million on the repayment of
long-term debt. The Company made a voluntary prepayment of $3.0 million on
its Senior Debt Credit Facility during the quarter ended June 30, 2002.
During the six months ended June 30, 2002, the Company has made voluntary
prepayments of $10.1 million on its Senior Debt Credit Facility and
repurchased $2.0 million of 9.5% senior notes on the open market at par.

During the six months ended June 30, 2002, the Company spent $4.0
million for the acquisitions of businesses. The Company purchased certain
assets and assumed certain liabilities related to the email list business of
Doubleclick, Inc. in March 2002 for $2.0 million, purchased certain assets
and assumed certain liabilities of Key Concepts, Inc. in April 2002 for $0.2
million and all issued and outstanding common stock of Hill-Donnelly in June
2002 for $1.8 million.

18



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Consolidated Balance Sheet Information:

Trade accounts receivable increased from $44.9 million at December 31,
2001 to $47.9 million at June 30, 2002, with related days sales outstanding
(DSO) of 56 days compared to 58 days, respectively. The increase is
principally due to the acquisition of the email list business of Doubleclick
Inc. in March 2002.

Intangible assets, net of amortization, decreased from $284.7 million at
December 31, 2001 to $277.5 million at June 30, 2002. The decrease is
principally due to the amortization of other intangible assets with
estimatable lives related to the acquisitions described in the Overview
section. Depreciation and amortization expense totaled $14.3 million during
the six months ended June 30, 2002, as compared to $24.9 million for the same
period in 2001.

Accounts payable increased from $7.8 million at December 31, 2001 to
$11.2 million at June 30, 2002. The increase is due to timing differences
of significant second quarter debt interest and principal payments, estimated
tax payments and other larger cash commitments during June 2002.

Accrued expenses decreased from $9.2 million at December 31, 2001 to
$6.8 million at June 30, 2002. The decrease is principally due to a
reduction of $3.0 million for prepaid employer 401(k) expenses.

Long term debt decreased from $205.9 million at December 31, 2001 to
$186.8 million at June 30, 2002. The Company made repayments on long-term
debt totaling $18.5 million during the six months ended June 30, 2002.

ACCOUNTING STANDARDS

The Company adopted SFAS No. 133 effective January 1, 2001. The Company
used derivative financial instruments to manage the risk of a change in
interest rates on $60.5 million of the debt incurred for the acquisition of
Donnelley Marketing in July 1999. The Company does not enter into derivative
financial instruments for trading or speculative purposes. The Company
recorded a transition adjustment at January 1, 2001 of $0.3 million, net of
tax, as an accumulated other comprehensive loss to record the derivative
financial instrument on the Companys financial statements.

In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations, which requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method.

In June 2001, the Financial Accounting Standards Board also issued SFAS
No. 142, Goodwill and Other Intangible Assets. This statement:



| |  |  | replaces the requirement to amortize goodwill and certain other intangible assets with an annual impairment test, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------
|
| |  |  | requires an evaluation of the useful lives of intangible assets and an impairment test for goodwill upon adoption.   

Goodwill and intangible assets with indefinite lives that result from
acquisitions of businesses and minority interests after June 30, 2001, are
not subject to amortization under the provisions of SFAS 142. The provisions
of this statement are fully effective for fiscal years beginning after
December 15, 2001, so the Company adopted the provisions of SFAS 142 in the
financial statements for the six months ended June 30, 2002. Beginning
January 1, 2002, the Company ceased the amortization of goodwill, the result
of which is no further expense for the amortization of these intangible
assets in 2002 and future years. Amortization expense for goodwill and
intangible assets with indefinite lives was $16.5 million for the full year
2001, compared to total intangible asset amortization of $30.3 million for
the full year 2001. In accordance with SFAS 142, the Company is required to
perform an initial impairment test of goodwill in 2002 and update the
impairment test annually. The Company has completed the initial valuation of
the goodwill and other intangible assets required by FASB 142 for impairment
testing and concluded that no impairment exists.

In October 2001, the Financial Accounting Standards Board also issued
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. The provisions of this statement are effective for fiscal years
beginning after December 15, 2001. Therefore, the Company adopted the
provisions of SFAS No. 144 in its financial statements for the six months
ended June 30, 2002. Management does not expect the adoption of this
statement to significantly impact the consolidated financial statements.

In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. The provisions of this
statement related to the rescission of Statement No. 4 shall be applied in
fiscal years beginning after May 15, 2002. Upon adoption of this statement,
the Company will reclassify the loss on extinguishment of debt of $1.8
million, net of tax, from an extraordinary item to other income and expenses.

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In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities. The
provisions of this statement are effective for exit or disposal activities
that are initiated after December 31, 2002. The Company has not yet evaluated
the impact the adoption of SFAS 146 will have on the consolidated financial
statements. We currently do not expect the adoption of SFAS 146 will have a
significant impact on the consolidated financial statements. However, there
can be no assurance that at the time the review of the requirements of SFAS
146 is completed, a significant change to the consolidated financial
statements will not be recorded.

FACTORS THAT MAY AFFECT OPERATING RESULTS

Our Internet strategy is subject to review and revision.

Our Internet strategy is to leverage our proprietary content into
multiple vertical market applications and provide marketing solutions for
electronic commerce applications. The strategy we introduced in fiscal 2000
 of being an incubator of Internet database companies  has been revised
to a strategy of developing more efficient and profitable applications of our
content through the Internet. We cannot guarantee that our customers will
choose to have our products and services delivered to them over the Internet.
If we are successful in developing Internet applications, we may face strong
competition from current and potential competitors, including other Internet
companies and other providers of business and consumer databases. We will
review our Internet strategy from time to time and may continue to revise it.

Our markets are highly competitive and many of our competitors have greater
resources than we do.

The business and consumer marketing information industry in which we
operate is highly competitive. Intense competition could harm us by causing,
among other things, price reductions, reduced gross margins, and loss of
market share. Our competition includes:



| |  |  | In consumer sales lead generation products, Acxiom, Experian (a
subsidiary of Great Universal Stores, P.L.C. (GUS)), and Equifax,
both directly and through reseller networks.                                                                               
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In data processing services, Acxiom, Experian, Direct Marketing
Technologies (a subsidiary of GUS), and Harte-Hanks Communications,
Inc.                                                                                                                       
|
| |  |  | In business sales lead generation products, Experian and Duns
Marketing Services (DMS), a division of Dun & Bradstreet. DMS, which
relies upon information compiled from Dun & Bradstreets credit
database, tends to focus on marketing to large companies.
|
| |  |  | In business directory publishing, from Regional Bell Operating
Companies and many smaller, regional directory publishers.                                                                                                                                      
|
| |  |  | In consumer products, certain smaller producers of CD-Rom products.                                                                                                                                                                                            
|
| |  |  | Technologies which companies may install and implement in-house as
part of their internal IS functions, instead of purchasing or
outsourcing such functions.                                                                                                   

In addition, we may face competition from new entrants to the business
and consumer marketing information industry as a result of the rapid
expansion of the Internet, which creates a substantial new channel for
distributing business information to the market. Many of our competitors have
longer operating histories, better name recognition and greater financial
resources than we do, which may enable them to implement their business
strategies more readily than we can.

We are highly leveraged. If we are unable to service our debt as it becomes
due, our business would be harmed.

As of June 30, 2002, we had total indebtedness of approximately $207.5
million, including $104.0 million of Notes under an indenture (the
Indenture) and $84.5 million under a $110 million Senior Secured Credit
Agreement. Substantially all of our assets are pledged as security under the
terms of the Credit Agreement. The indebtedness under the Credit Agreement
was refinanced March 6, 2002 and originally incurred in connection with our
acquisition of Donnelley Marketing in 1999. Our ability to pay principal and
interest on the Notes issued under the Indenture and the indebtedness under
the Credit Agreement and to satisfy our other debt obligations will depend
upon our future operating performance. Our performance will be affected by
prevailing economic

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conditions and financial, business and other factors. Certain of these
factors are beyond our control. The future availability of revolving credit
under the Credit Agreement will depend on, among other things, our ability to
meet certain specified financial ratios and maintenance tests. We expect that
our operating cash flow should be sufficient to meet our operating expenses,
to make necessary capital expenditures and to service our debt requirements
as they become due. If we are unable to service our indebtedness, however, we
will be forced to take actions such as reducing or delaying acquisitions
and/or capital expenditures, selling assets, restructuring or refinancing our
indebtedness (including the Notes issued under the Indenture and the Credit
Agreement) or seeking additional equity capital. We may not be able to
implement any such measures or obtain additional financing.

The terms of our current indebtedness restrict our ability to take certain
actions that fit our business strategy.

Our existing credit facilities contain certain covenants which restrict
our ability to:



| |  |  | Incur additional indebtedness;                                                                                                           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Pay dividends and make certain other similar payments;                                                                                   
|
| |  |  | Guarantee indebtedness of others;                                                                                                        
|
| |  |  | Enter into certain transactions with affiliates;                                                                                         
|
| |  |  | Consummate certain asset sales, certain mergers and consolidations,
sales or other dispositions of all or substantially all of our assets
|
| |  |  | Acquire other companies; and                                                                                                             
|
| |  |  | Obtain dividends or certain other payments from our subsidiaries.                                                                        

These restrictions may impair our ability to take certain actions that
fit our business strategy. A breach of any of these covenants could result in
an event of default under the terms of our existing credit facilities. Upon
the occurrence of an event of default, the lenders could elect to declare all
amounts outstanding, together with accrued interest, to be immediately due
and payable. If the payment of any such indebtedness is accelerated, our
assets may not be sufficient to repay in full the indebtedness under our
credit facilities and our other indebtedness. Moreover, if we were unable to
repay amounts owed to the lenders under our credit facilities, the lenders
could foreclose on our assets that secure the indebtedness.

Under the terms of our current indebtedness, the occurrence of a change of
control of infoUSA could have serious adverse financial consequences to us.

If a change of control of infoUSA were to occur, we would in certain
circumstances be required to make an offer to purchase all outstanding Notes
under the Indenture at a purchase price equal to 101% of the principal amount
of the Notes, together with accrued and unpaid interest. There can be no
guarantee that, if this were to happen, we would have sufficient funds to
purchase the Notes. In addition, a change of control and any repurchase of
the Notes upon a change of control may constitute an event of default under
our other current or future credit facilities. In that event, our obligations
under such credit facilities could be declared due and payable by the
lenders, and the lenders may also have the right to be paid for all
outstanding obligations under such credit facilities before we repurchase any
of the Notes.

Fluctuations in our operating results may result in decreases in the market
price of our common stock.

Our operating results may fluctuate on a quarterly and annual basis. Our
expense levels are relatively fixed and are based, in part, on our
expectations as to future revenues. As a result, unexpected changes in
revenue levels may have a disproportionate effect on operating performance in
any given period. In some period or periods our operating results may be
below the expectations of public market analysts and investors. Our failure
to meet analyst or investor expectations could result in a decrease in the
market price of our common stock.

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If we do not adapt our products and services to respond to changes in
technology, they could become obsolete.

We provide marketing information and services to our customers in a
variety of formats, including printed formats, electronic formats such as
CD-Rom and DVD, and over the Internet. Advances in information technology may
result in changing customer preferences for products and product delivery
formats. If we do not successfully adapt our products and services to take
advantage of changes in technology and customer preferences, our business,
financial condition and results of operations would be adversely affected.

We have adopted an Internet strategy because we believe that the
Internet represents an important and rapidly evolving market for marketing
information products and services. Our business, financial condition and
results of operations would be adversely affected if we:



| |  |  | Fail to develop products and services that are well suited to the
Internet market;                                                                     
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Experience difficulties that delay or prevent the successful
development, introduction and marketing of these products and
services; or                
|
| |  |  | Fail to achieve sufficient traffic to our Internet sites to
generate significant revenues, or to successfully implement electronic
commerce operations.

Changes in laws and regulations relating to data privacy could adversely
affect our business.

We engage in direct marketing, as do many of our customers. Certain data
and services provided by us are subject to regulation by federal, state and
local authorities in the United States as well as those in Canada and the
United Kingdom. In addition, growing concerns about individual privacy and
the collection, distribution and use of information about individuals have
led to self-regulation of such practices by the direct marketing industry
through guidelines suggested by the Direct Marketing Association and to
increased federal and state regulation. There is increasing awareness and
concern among the general public regarding marketing and privacy concerns,
particularly as it relates to the Internet. This concern is likely to result
in new laws and regulations. Compliance with existing federal, state and
local laws and regulations and industry self-regulation has not to date
seriously affected our business, financial condition or results of
operations. Nonetheless, federal, state and local laws and regulations
designed to protect the public from the misuse of personal information in the
marketplace and adverse publicity or potential litigation concerning the
commercial use of such information may increasingly affect our operations.
This could result in substantial regulatory compliance or litigation expense
or a loss of revenue.

Our business would be harmed if we do not successfully integrate future acquisitions.

Our business strategy includes continued growth through acquisitions of
complementary products, technologies or businesses. We have made seventeen
acquisitions since mid-1996 and completed the integration of these
acquisitions into our existing business by the end of the quarter as of June
30, 2002. We continue to evaluate strategic opportunities available to us and
intend to pursue opportunities that we believe fit our business strategy.
Acquisitions of companies, products or technologies may result in the
diversion of managements time and attention from day-to-day operations of
our business and may entail numerous other risks, including difficulties in
assimilating and integrating acquired operations, databases, products,
corporate cultures and personnel, potential loss of key employees of acquired
businesses, difficulties in applying our internal controls to acquired
businesses, and particular problems, liabilities or contingencies related to
the businesses being acquired. To the extent our efforts to integrate future
acquisitions fail, our business, financial condition and results of
operations would be adversely affected.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to significant future earnings or cash flow
exposures from changes in interest rates on long-term debt as a significant
portion of the Companys debt is at fixed interest rates and the Company has
entered into long-term interest rate swap agreements to reduce the potential
impact of changes in interest rates on floating rate debt. However, the
long-term interest rate swap agreements expire in September 2002 and the
Company will be exposed to future earnings or cash flow exposures due to
changes in interest rates on $84.5 million of floating rate debt outstanding
on the Senior Credit Facility described in Footnote 9. The Company is not
exposed to material future earnings or cash flow exposures from fluctuations
in foreign currency exchange rates as operating results related to foreign
operations are not material.

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infoUSA INC.
FORM 10-Q

FOR THE QUARTER ENDED

JUNE 30, 2002

PART II

OTHER INFORMATION




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 2002 Annual Meeting of Stockholders of the Company held on May 3,
2002, the stockholders voted and approved the following items:

1.     Elected the following directors to the Board of Directors for a term of
three years.

|                 |  |                 |  |                    
|---------------- |  | --------------- |  | -------------------
|Rob S. Chandra   |  | FOR: 43,528,027 |  | WITHHELD: 1,971,736
|                 |  |                 |  |                    
|J. Robert Kerrey |  | FOR: 43,516,305 |  | WITHHELD: 1,983,458

2.     The stockholders also ratified the appointment of KPMG LLP as the
Companys independent auditors to examine the financial statements of the
Company for the fiscal year 2002.

|                |  |                    |  |                
|--------------- |  | ------------------ |  | ---------------
|FOR: 42,983,637 |  | AGAINST: 2,480,180 |  | ABSTAIN: 35,946




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
|     |  |                                                                                                                                     
|99.2 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith



| | (b) |  | Report on Form 8-K
| | --- |  | ------------------
|
| |     |  | None              

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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.

|                      |  |                                                                                                   
|--------------------- |  | --------------------------------------------------------------------------------------------------
|                      |  | infoUSA INC.                                                                                      
|                     
|Date: August 13, 2002 |  | /s/ SCOTT C. ROBERTSScott C. Roberts, Acting Chief Financial Officer
(principal financial officer)

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INDEX TO EXHIBITS

|        |  |                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                     
|NUMBER  |  | DESCRIPTION                                                                                                                         
|        |  |                                                                                                                                     
|99.1    |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith
|        |  |                                                                                                                                     
|99.2    |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith

25