<PAGE>   1


                       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 March 31, 2001 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                         (I.R.S. Employer
     Identification Number)                       incorporation or organization)

5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA                      68127
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

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

              (Former name, former address and former fiscal year,
                          if changed since last report)

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.

                50,613,409 shares of Common Stock at May 4, 2001

<PAGE>   2


                                  infoUSA INC.

                                      INDEX


<TABLE>
<S>          <C>                                                                     <C>
PART I - FINANCIAL INFORMATION

     Item 1. Consolidated Balance Sheets as of March 31, 2001 and
             December 31, 2000

             Consolidated Statements of Operations for the Three Months
             Ended March 31, 2001 and 2000

             Consolidated Statements of Cash Flows for the Three Months Ended
             March 31, 2001 and 2000

             Notes to Consolidated Financial Statements

     Item 2. Management's Discussion and Analysis of Results of Operations

     Item 3. Quantitative and Qualitative Disclosures about Market Risk

PART II - OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K

     Signature

     Index to Exhibits
</TABLE>




                                       2
<PAGE>   3


                                  infoUSA INC.

                                    FORM 10-Q

                              FOR THE QUARTER ENDED

                                 MARCH 31, 2001

                                     PART I

                            FINANCIAL INFORMATION AND
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS





                                       3
<PAGE>   4


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

<TABLE>
<CAPTION>
                                                          MARCH 31, 2001  DECEMBER 31, 2000
                                                          --------------  -----------------
                        ASSETS                              (UNAUDITED)
<S>                                                          <C>             <C>
Current assets:
  Cash and cash equivalents ...........................      $  22,939       $  21,693
  Marketable securities ...............................            202             102
  Trade accounts receivable, net of allowances of
    $1,275 and $4,724, respectively ...................         52,749          58,501
  List brokerage trade accounts receivable ............         14,082          13,499
  Income taxes receivable .............................             --           4,267
  Prepaid expenses ....................................          7,433           6,067
  Deferred marketing costs ............................          1,880           2,469
                                                             ---------       ---------
          Total current assets ........................         99,285         106,598
                                                             ---------       ---------
Property and equipment, net ...........................         53,212          54,709
Intangible assets, net ................................        286,508         296,060
Other assets ..........................................          6,120           6,178
                                                             ---------       ---------
                                                             $ 445,125       $ 463,545
                                                             =========       =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt ...................      $  18,292       $  17,779
  Accounts payable ....................................          8,208          11,484
  List brokerage trade accounts payable ...............         14,128          13,981
  Accrued payroll expenses ............................          6,135           7,458
  Income taxes payable ................................          1,917              --
  Accrued expenses ....................................         14,196          14,828
  Deferred income taxes ...............................            874           1,688
  Deferred revenues ...................................         20,274          19,437
                                                             ---------       ---------
          Total current liabilities ...................         84,024          86,655
                                                             ---------       ---------
Long-term debt, net of current portion ................        230,444         240,873
Deferred income taxes .................................         26,371          29,955
Deferred revenue ......................................          9,000          12,000

Minority interest .....................................          3,152           3,092

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; 51,571,500 shares issued and
    50,613,409 outstanding at March 31, 2001 and
    51,519,872 shares issued and 50,520,620 outstanding
    at December 31, 2000 ..............................            129             129
  Paid-in capital .....................................         94,116          96,539
  Retained earnings ...................................          8,691           6,837
  Treasury stock, at cost, 958,091 shares held at
    March 31, 2001 and 999,252 held at December 31,
    2000 ..............................................         (7,021)         (7,271)
  Unamortized stock compensation expense ..............         (2,139)         (4,543)
  Accumulated other comprehensive loss ................         (1,642)           (721)
                                                             ---------       ---------
          Total stockholders' equity ..................         92,134          90,970
                                                             ---------       ---------
                                                             $ 445,125       $ 463,545
                                                             =========       =========
</TABLE>

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


                                       4
<PAGE>   5


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

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                                -----------------------
                                                  2001           2000
                                                --------       --------
                                                      (UNAUDITED)
<S>                                             <C>            <C>
Net sales ................................      $ 73,853       $ 81,521
Costs and expenses:
Database and production costs
   (excluding non-cash stock
   compensation expense of $8 and $21
   for the periods ended March 31, 2001
   and 2000, respectively) ...............        21,387         25,683
Selling, general and administrative
   (excluding non-cash stock
   compensation expense of $69 and
   $1,201 for the periods ended March 31,
   2001 and 2000, respectively) ..........        27,261         37,244
Depreciation and amortization ............        12,733         12,158
Non-cash stock compensation expense ......            77          1,222
Restructuring charges ....................           876             --
Acquisition costs ........................            --          1,380
                                                --------       --------
Total operating costs and expenses .......        62,334         77,687
                                                --------       --------
Operating income .........................        11,519          3,834
Other income (expense):
  Investment income ......................           245            204
  Gain on issuance of subsidiary stock ...            --          2,429
  Minority interest in (gain) loss of
    subsidiary ...........................           (60)           274
  Interest expense .......................        (6,914)        (6,784)
                                                --------       --------
 Income (loss) from continuing operations
  before income taxes and cumulative
  effect of change in accounting principle         4,790            (43)
Income taxes .............................         2,936            247
                                                --------       --------
Income (loss) from continuing operations
  before cumulative effect of change in
  accounting principle ...................         1,854           (290)
Discontinued operations, net of tax ......            --         (1,004)
Cumulative effect of change in
  accounting principle, net of tax .......            --        (10,266)
                                                --------       --------
Net income (loss) ........................      $  1,854       $(11,560)
                                                ========       ========


BASIC EARNINGS PER SHARE:

  Income (loss) from continuing operations      $   0.04       $  (0.01)
    Loss on discontinued operations ......            --          (0.02)
  Cumulative effect of change in
    accounting principle .................            --          (0.20)
                                                --------       --------
  Net income (loss) ......................      $   0.04       $  (0.23)
                                                ========       ========

  Weighted average shares outstanding ....        50,609         49,610
                                                ========       ========

DILUTED EARNINGS PER SHARE:

  Income (loss) from continuing operations      $   0.04       $  (0.01)
    Loss on discontinued operations ......            --          (0.02)
  Cumulative effect of change in
    accounting principle .................            --          (0.20)
                                                --------       --------
  Net income (loss) ......................      $   0.04       $  (0.23)
                                                ========       ========

  Weighted average shares outstanding ....        50,609         49,610
                                                ========       ========
</TABLE>

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



                                       5
<PAGE>   6


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


<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                   -----------------------
                                                     2001           2000
                                                   --------       --------
                                                         (UNAUDITED)
<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) ..........................      $  1,854       $(11,560)
 Adjustments to reconcile net income (loss)
   to net cash provided by operating
   activities:
   Depreciation and amortization ............        12,733         12,356
   Amortization of deferred financing costs .           289            289
   Deferred income taxes ....................        (4,398)        (1,256)
   Gain on issuance of subsidiary stock .....            --         (2,429)
   Non-cash stock option compensation
     expense ................................            77          1,222
   Non-cash 401(k) contribution in common
     stock ..................................           120             --
   Acquisition costs ........................            --          1,368
   Minority interest in loss of subsidiary ..            60           (274)
   Cumulative change in accounting
     principle...............................            --         10,266
   Changes in assets and liabilities, net of
     effect of acquisitions:
     Trade accounts receivable ..............         5,752          1,839
     List brokerage trade accounts
       receivable ...........................          (583)         2,564
     Prepaid expenses .......................        (1,308)        (1,245)
     Deferred marketing costs ...............           589           (168)
     Accounts payable .......................        (3,276)         4,665
     List brokerage trade accounts payable ..           147         (2,337)
     Income taxes receivable and payable,
       net ..................................         6,184         (2,691)
     Accrued expenses and deferred revenue ..        (5,007)        14,193
                                                   --------       --------

      Net cash provided by operating
        activities ..........................        13,233         26,802

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of other investments .............          (100)        (1,124)
 Purchases of property and equipment ........        (1,023)        (4,383)
 Acquisitions of businesses .................            --         (2,775)
 Software and database development costs ....          (811)        (3,494)
                                                   --------       --------

 Net cash used in investing activities ......        (1,934)       (11,776)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of long-term debt ................       (10,053)       (16,003)
 Proceeds from sale of subsidiary common
   stock ....................................            --          2,668
 Proceeds from exercise of stock options ....            --          3,931
                                                   --------       --------

Net cash used in financing activities .......       (10,053)        (9,404)

Net increase (decrease) in cash and cash
  equivalents ...............................         1,246          5,622
Cash and cash equivalents, beginning ........        21,693         10,846
                                                   --------       --------
Cash and cash equivalents, ending ...........      $ 22,939       $ 16,468
                                                   ========       ========


Supplemental cash flow information:
 Interest paid ..............................      $  3,737       $  3,361
                                                   ========       ========

 Income taxes paid ..........................      $  1,150       $  2,893
                                                   ========       ========
</TABLE>

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



                                       6
<PAGE>   7


                          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, 2000 included in the Company's 2000 Annual Report on Form 10-K,
filed with the Securities and Exchange Commission. Results for the interim
period presented are not necessarily indicative of results to be expected for
the entire year.

Effective January 1, 2000, the Company changed its revenue recognition method
for data licensing revenue and began to recognize revenue on data license
arrangements on a straight-line basis. This change in method was made because a
growing proportion of such license revenue is from long-term and continuous
access agreements. The Company believes the newly adopted method better reflects
the service commitment inherent in its various license agreements. The
cumulative effect of the change in method of $10.3 million is net of income tax
benefit of $3.5 million.

The Company uses 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 adopted
SFAS No. 133 effective January 1, 2001. Upon adoption, the Company's interest
rate swap agreement was designated as a cash flow hedge. 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. During the quarter ended March
31, 2001, the Company recorded an unrealized loss on the above derivative
financial instrument of $0.6 million, net of tax, as an accumulated other
comprehensive loss in the stockholders equity section of the Consolidated
Balance Sheet. In addition, a charge of $0.1 million was recorded as interest
expense in the other income (expense) section of the Consolidated Statement of
Operations.

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 quarter ended March 31, 2001, the average market price of the
Company's common stock was greater than the exercise price of all the Company's
outstanding common stock subject to option. Options on 1.8 million shares of
common stock were not included in computing diluted earnings per share for the
quarter ended March 31, 2000 because their effects were antidilutive as the
Company recorded a net loss for the period.

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
                                                                    ---------------------
                                                                       (IN THOUSANDS)
                                                                     2001           2000
                                                                    ------         ------
             <S>                                                    <C>            <C>
             Weighted average number of shares outstanding
               used in basic EPS............................        50,609         49,610
             Net additional common stock equivalent shares
               outstanding after assumed exercise of
               stock options................................            --             --
                                                                    ------         ------
             Weighted average number of shares outstanding
               used in diluted EPS..........................        50,609         49,610
                                                                    ======         ======
</TABLE>



                                       7
<PAGE>   8


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 depreciation expense are only recorded in
corporate activities. The Company does not allocate these costs to the two
business segments. The Company records unusual or non-recurring items including
acquisition costs, non-cash stock compensation expense, gain on issuance of
subsidiary stock and minority interest in loss of subsidiary in 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:

<TABLE>
<CAPTION>
                                                              FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                                    ------------------------------------------------------------
                                                      SMALL           LARGE          CORPORATE      CONSOLIDATED
                                                    BUSINESS        BUSINESS        ACTIVITIES          TOTAL
                                                    --------        --------        ----------      ------------
                                                                           (IN THOUSANDS)
              <S>                                   <C>             <C>             <C>               <C>
              Net sales......................       $35,415         $38,438         $      --         $ 73,853
              Non-cash stock compensation....            --              --                77               77
              Operating income (loss)........        17,383          21,216           (27,080)          11,519
              Investment income..............            --              --               245              245
              Interest expense...............            --              --             6,914            6,914
              Income (loss) from continuing
                operations before income
                taxes and cumulative effect
                of change in accounting
                principle....................        17,383          21,216           (33,809)           4,790
</TABLE>

<TABLE>
<CAPTION>
                                                              FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                                    ------------------------------------------------------------
                                                      SMALL           LARGE          CORPORATE      CONSOLIDATED
                                                    BUSINESS        BUSINESS        ACTIVITIES          TOTAL
                                                    --------        --------        ----------      ------------
                                                                           (IN THOUSANDS)
              <S>                                   <C>             <C>             <C>               <C>
              Net sales......................       $39,283         $42,238         $      --         $  81,521
              Non-cash stock compensation....            --              --             1,222             1,222
              Acquisition costs..............            --              --             1,380             1,380
              Operating income (loss)........        11,820          18,614           (26,600)            3,834
              Investment income..............            --              --               204               204
              Interest expense...............            --              --             6,784             6,784
              Income (loss) from continuing
                operations before income
                taxes and cumulative effect
                of change in accounting
                principle....................        11,820          18,614           (30,477)              (43)
</TABLE>




                                       8
<PAGE>   9


4.  COMPREHENSIVE INCOME (LOSS)

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

<TABLE>
<CAPTION>
                                                             FOR THE THREE
                                                              MONTHS ENDED
                                                        ------------------------
                                                        MARCH 31,      MARCH 31,
                                                          2001           2000
                                                        ---------      ---------
                                                             (IN THOUSANDS)
             <S>                                         <C>           <C>
             Net income                                  $1,854        $(11,560)
             Other comprehensive income (loss):
               Unrealized gain (loss) from
                 investments:
                 Unrealized gains (losses)........          (24)             --
                 Related tax expense..............            9              --
                                                         ------        --------
                 Net                                        (15)             --
                                                         ------        --------

             Interest rate swap agreement:
                 Gains (losses)...................       (1,461)             --
                 Related tax expense..............          555              --
                                                         ------        --------
                 Net                                       (906)             --
                                                         ------        --------

               Foreign currency translation
                 adjustments......................           --               7
                                                         ------        --------

             Total other comprehensive income
               (loss).............................         (921)              7
                                                         ------        --------
             Comprehensive income.................       $  933        $(11,553)
                                                         ======        ========
</TABLE>

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

<TABLE>
<CAPTION>

                                                 FOREIGN                                              ACCUMULATED
                                                 CURRENCY       GAINS/(LOSSES)    UNREALIZED            OTHER
                                               TRANSLATION      ON DERIVATIVE   GAINS/(LOSSES)       COMPREHENSIVE
                                               ADJUSTMENTS       INSTRUMENTS     ON SECURITIES       INCOME (LOSS)
                                               -----------      --------------  --------------       -------------
                                                                       (IN THOUSANDS)
           <S>                                    <C>              <C>              <C>                  <C>
           Balance at March 31, 2001......        $ (668)          $  (906)         $   (68)             $(1,642)
                                                  ======           =======          =======              =======
           Balance at March 31, 2000......        $ (634)          $    --          $    --              $  (634)
                                                  ======           =======          =======              =======
</TABLE>

5.  NON-CASH STOCK COMPENSATION EXPENSE

    The Company's partially-owned subsidiary, infoUSA.com, sponsors an Equity
Incentive Plan in which shares of common stock are reserved for issuance to
officers, directors, employees and consultants of the subsidiary. There were no
options granted during the three months ended March 31, 2001. The Company uses
Accounting Principles Bulletin (APB) Opinion No. 25 to account for stock-based
compensation to employees and directors of the Company and Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
and FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and
Other Variable Stock Option or Award Plans for stock-based compensation to
non-employees of the Company. As such, the Company has recorded a non-cash
charge of $0.1 million and $1.2 million, during the quarters ended March 31,
2001 and 2000 respectively, related of stock options for infoUSA.com. The charge
was recorded as an addition to paid-in-capital.

6.  RESTRUCTURING CHARGES

    During the first quarter of 2001, the Company recorded restructuring charges
due to workforce reductions of $0.9 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 three months ended March 31, 2001. The
workforce reduction charges included involuntary employee separation costs for
approximately 150 employees in administration, sales support and marketing
functions.

    During the fourth quarter of 2000, the Company recorded restructuring
charges totaling $5.8 million as a part of the Company's overall strategy to
reduce costs and continue commitment to its core businesses. The cost
containment program included a reduction in the planned investment in the
Company's Internet businesses and plans to reduce total headcount. The Company
recorded an accrual of $3.7 million for the lease buyout of the Foster City,
California facility and an accrual of $2.1 million for workforce reduction
charges. The Company paid $0.7 million of the lease buyout costs related to the
Foster City, California facility during the first quarter of 2001, with $3.0
million of the liability deferred as of March 31, 2001. As of March 31, 2001,
employees received cash severance payments totaling $2.0 million during the
first quarter of 2001, with $0.1 million deferred and scheduled to


                                       9
<PAGE>   10


be paid in the second quarter of 2001. At March 31, 2001, these deferred
payments totaling $3.1 million were classified in the Statement of Consolidated
Financial Position as other liabilities.

7.  ACQUISITION COSTS

    During the first quarter of 2000, the Company recorded acquisition costs of
$1.4 million associated with the Company's bid to acquire the consumer database
division of R.L. Polk. This entity was acquired by Equifax Inc. in May 2000.

8.  GAIN ON ISSUANCE OF SUBSIDIARY STOCK

    During the first quarter of 2000, infoUSA.com, a subsidiary of the Company,
completed additional venture capital financing. As a result of the issuance of
common stock of this subsidiary, the Company recorded a non-taxable gain of $2.4
million on the transaction.

9.  DISCONTINUED OPERATIONS, NET OF TAX

    During December 2000, the Company closed the operations of its
VideoYellowPages.com Internet unit. VideoYellowPages.com recorded a loss from
discontinued operations for the quarter ended March 31, 2000 of $1.0 million,
net of income tax benefit of $0.6 million.

10. CONTINGENCIES

    The Company and its subsidiaries are involved in legal proceedings, claims
and litigation arising in the ordinary course of business. Management believes
that any resulting liability should not materially affect the Company's
financial position, results of operations, or cash flows.



                                       10
<PAGE>   11


                          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 3 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.

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 American Church Lists during
March 2000, idEXEC in May 2000 and Getko Direct Response of Canada (Getko) in
May 2000:


                                       11
<PAGE>   12


<TABLE>
<CAPTION>
                                                                                  THREE MONTHS      THREE MONTHS
                                                                                      ENDED             ENDED
                                                                                 MARCH 31, 2001    MARCH 31, 2000
                                                                                 --------------    --------------
               <S>                                                                 <C>               <C>
               CONSOLIDATED STATEMENT OF OPERATIONS DATA:

               Net sales...................................................             100%                100%
               Costs and expenses:
                 Database and production costs.............................              29                  31
                 Selling, general and administrative.......................              37                  46
                 Depreciation and amortization.............................              17                  15
                 Non-cash stock compensation expense.......................              --                   1
                 Restructuring charges.....................................               1                  --
                 Acquisition costs.........................................              --                   2
                                                                                   --------          ----------
                    Total costs and expenses...............................              84                  95
                                                                                   --------          ----------
               Operating income............................................              16                   5
               Other income (expense), net.................................              (9)                 (5)
                                                                                   --------          ----------
               Income (loss) from continuing operations before income taxes
                 and cumulative effect of change in accounting principle...               7                  --
               Income taxes................................................               4                  --
                                                                                   --------          ----------
               Income (loss) from continuing operations before cumulative
                 effect of change in accounting principle..................               3                  --
               Discontinued operations, net of tax.........................              --                  (1)
               Cumulative effect of change in accounting principle, net of
                 tax.......................................................              --                 (13)
                                                                                   --------          ----------

               Net income (loss)...........................................               3%                (14)%
                                                                                   ========          ==========

               OTHER DATA:

                    SALES BY SEGMENT:
                                                                                          (in thousands)
                      Small business.......................................        $ 35,415          $   39,283
                      Large business.......................................          38,438              42,238
                                                                                   --------          ----------
                      Total................................................        $ 73,853          $   81,521
                                                                                   ========          ==========

                    SALES BY SEGMENT AS A PERCENTAGE OF  NET SALES:

                      Small business.......................................              48%                 48%
                      Large business.......................................              52                  52
                                                                                   --------          ----------
                      Total................................................             100%                100%
                                                                                   ========          ==========


             Amortization expense of goodwill and related intangibles (1)..        $  7,784          $    7,959
                                                                                   ========          ==========

             Earnings before, interest, taxes, depreciation and
                 amortization, (EBITDA), as adjusted (2)...................        $ 24,329          $   17,214
                                                                                   ========          ==========
             EBITDA, as adjusted, as a percentage of net sales.............              33%                 21%
                                                                                   ========          ==========

             Cash Flow Data:

                  Net cash from operating activities ......................        $ 13,096          $   26,802
                                                                                   ========          ==========

                  Net cash used in investing activities ...................          (1,934)            (11,776)
                                                                                   ========          ==========

                  Net cash used in financing activities ...................          (9,916)             (9,404)
                                                                                   ========          ==========
</TABLE>

(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.

(2) "EBITDA, as adjusted" is defined as operating income (loss) 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.


                                       12
<PAGE>   13


Overview

    The Company has supplemented its internal growth through strategic
acquisitions. The Company has completed thirteen 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.

    Since the beginning of 1999, operating costs have increased significantly
due to the Company's execution of the planned expansion of certain Internet
initiatives, including infoUSA.com, BusinessCreditUSA.com, VideoYellowPages.com
and ListBazaar.com. During the fourth quarter of 2000, the Company reevaluated
its Internet Strategy. The Company realized spending was too high on advertising
and brand activities that were not profitable. The Company cut back on
investments in all four Internet initiatives. The operations of
Videoyellowpages.com were discontinued in December of 2000. The Company realized
it did not have the resources required to make this idea succeed. The Company
cut back dramatically the investment in BusinessCreditUSA.com and
ListBazaar.com. businesses and have rolled them back into the core business.
Leveraging off of the high traffic from the infoUSA.com and our partner's
website, we are able to make BusinessCreditUSA.com and List Bazaar.com
profitable and successful distribution channels for our proprietary content and
Business Credit Reports. We also reduced the staff and infrastructure in
infoUSA.com. The issuance of subsidiary stock to outside investors allowed the
Company to execute our planned expansion of infoUSA.com as an online provider of
white and yellow page directory assistance and an Internet destination for sales
and marketing tools and information without affecting working capital of core
business operations. The dramatic changes in the Internet market required us to
focus on preserving the remaining investment and revise our strategy for turning
infoUSA.com into a profitable subsidiary. infoUSA.com reduced its staff from
approximately 85 people to 15 people by the end of March 2001, with most of the
administrative, overhead and support functions being rolled back under the
parent company.

Net sales

    Net sales of the Company for the quarter ended March 31, 2001 were $73.9
million, a decrease of 9% from $81.5 million for the same period of 2000. The
decrease in net sales is principally due to softer customer demand and a general
slow-down in the United States economy. However, net sales for the quarter ended
March 31, 2001 of $73.9 million, increased 5% over the $70.4 million recorded
for the fourth quarter of 2000.

    Net sales of the small business segment for the quarter ended March 31, 2001
were $35.4 million, a 10% decrease from $39.3 million for the same period of
2000. 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 decrease in net sales is
principally due to softer customer demand and a general slow-down in the United
States economy, with $1.8 million of the decrease specifically related to the
sale of consumer DVD products. Net sales for sales lead products were $2.1
million lower than the first quarter of 2000, partially due to a nonrecurring
sale of consumer data of approximately $1.0 million during the first quarter of
2000 to the United States Census Bureau for Census 2000. These amounts are not
fully comparable due to the acquisition of American Church Lists in March 2000
and Getko Direct Response of Canada (Getko) in May 2000. The Company immediately
integrated the operations of the acquired companies into existing operations.
The Company cannot report 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.


                                       13
<PAGE>   14


    Net sales of the large business segment for the quarter ended March 31, 2001
were $38.4 million, a 9% decline from $42.2 million for the same period of 2000.
The decrease in net sales is principally due to softer customer demand, a
general slow-down in the United States economy and the adverse impact from a
postal rate increase on its customers. These amounts are not fully comparable
due to the acquisition of idEXEC in May 2000. The Company immediately integrated
the operations of the idEXEC into existing operations and cannot report the
results of idEXEC separately 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.

Database and production costs

    Database and production costs for the quarter ended March 31, 2001 were
$21.4 million, or 29% of net sales, compared to $25.7 million, or 31% of net
sales for the same period of 2000. The decrease in database and production costs
as a percentage of net sales is primarily due to favorable changes in product
sales mix in the large business segment and reduced costs associated with the
Internet businesses initiated by the Company in December 2000. Database and
production costs for the large business segment were 31% of net sales for the
quarter ended March 31, 2001, compared to 33% of net sales for the same period
of 2000, reflecting a decrease of approximately $2.0 million for database and
production costs associated with the large business segment. Database and
production costs for the Internet businesses decreased $1.0 million to $4.0
million for the quarter ended March 31, 2001 from $5.0 million for the same
period of 2000.

Selling, general and administrative expenses

    Selling, general and administrative expenses for the quarter ended March 31,
2001 were $27.3 million, or 37% of net sales, compared to $37.2 million, or 46%
of net sales for the same period of 2000. The decrease in selling, general and
administrative expenses as a percentage of net sales is principally due to the
Company's cost reduction efforts related to various Internet initiatives.
Selling, general and administrative expenses were $1.0 million related to the
various Internet divisions for the quarter ended March 31, 2001 reflecting a
decrease $6.0 million, or 8% of net sales, from $7.0 million for the same period
of 2000.

Depreciation and amortization expenses

    Depreciation and amortization expenses for the quarter ended March 31, 2001
were $12.7 million, or 17% of net sales, compared to $12.2 million, or 15% of
net sales for the same period of 2000. The increase in depreciation and
amortization expenses is principally due to amortization of software
capitalization and website development costs.

Non-cash stock compensation expense

    During the quarter ended March 31, 2001, the Company recorded a non-cash
charge of $0.1 million, or less than 1% of net sales, compared to $1.2 million,
or 1% of net sales, for the same period of 2000, related to the issuance of
stock options for infoUSA.com, a subsidiary of the Company. The decrease in
non-cash stock compensation expense is due to the workforce reduction of
infoUSA.com, described above in the "Overview" section, and the decrease in the
fair value of the subsidiary's stock.

Restructuring costs

    During the quarter ended March 31, 2001, the Company recorded restructuring
charges due to workforce reductions of $0.9 million as a part of the Company's
overall strategy to reduce costs and continue commitment to its core businesses.
The workforce reduction charges included involuntary employee separation costs
for approximately 150 employees.

    During 2000, the Company recorded restructuring charges of $5.8 million as a
part of the Company's overall strategy to reduce costs and continue commitment
to its core businesses. The cost containment program included a reduction in the
planned investment in the Company's Internet businesses and plans to reduce
total headcount in response to lower revenue expectations due to the slowing
economy. The Company recorded a $3.7 million accrual for the lease buyout of the
Foster City, California facility and $2.1 million for workforce reduction
charges. The Company has paid $0.7 million of the lease buyout costs related to
the Foster City, California facility during the first quarter of 2001, with $3.0
million of the liability deferred. As of March 31, 2001, employees received cash
severance payments totaling $1.8 million during the first quarter of 2001, with
$0.1 million deferred and scheduled to be paid in the second quarter of 2001. At
March 31, 2001, these deferred payments were classified in the Statement of
Consolidated Financial Position as other liabilities.



                                       14
<PAGE>   15


Acquisition costs

    During the quarter ended March 31, 2000, the Company recorded charges
totaling $1.4 million, or 2% of net sales, related to the Company's unsuccessful
bid to acquire the consumer database division of R.L. Polk. This entity was
acquired by Equifax Inc. in May 2000.

Operating income

    Including the factors previously described, the Company had operating income
of $11.5 million, or 16% of net sales for the quarter ended March 31, 2001,
compared to operating income of $3.8 million, or 5% of net sales for the same
period in 2000.

    Operating income for the small business segment for the quarter ended March
31, 2001 was $17.4 million, or 49% of net sales, as compared to $11.8 million,
or 30% of net sales for the same period in 2000. The increase in operating
income as a percentage of net sales is principally due to the Company's cost
reduction efforts related to various Internet initiatives. Substantially all
costs related to the Internet divisions are included in the small business
segment. See the sections "Overview" and "Selling, general and administrative
expenses" for additional information describing the Internet divisions and the
effects on the results of operations.

    Operating income for the large business segment for the quarter ended March
31, 2001 was $21.2 million, or 55% of net sales, as compared to $18.6 million,
or 44% of net sales for the same period in 2000. The increase in operating
income as a percentage of net sales is principally related to the Company's cost
reduction efforts and a change in the product sales mix previously described in
the section "Database and production costs."

Other income (expense), net

    Other income (expense) net, was $(6.7) million, or (9)% of net sales, and
$(3.9) million, or (5)% of net sales, for the quarters ended March 31, 2001 and
2000, respectively. Other income (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 income (expense) of the
Company.

    Interest expense was $6.9 million and $6.8 million for the quarters ended
March 31, 2001 and 2000, respectively. Investment income was $0.2 million for
the quarters ended March 31, 2001 and 2000.

    During the quarter ended March 31, 2000, infoUSA.com, a subsidiary of the
Company, completed additional private equity financing. As a result of the
issuance of stock of this subsidiary, the Company recorded a gain of $2.4
million on the transaction. The issuance of subsidiary stock to outside
investors allowed the Company to continue to execute its planned expansion
related to infoUSA.com as an online provider of white and yellow page directory
assistance and an internet destination for sales and marketing tools and
information without affecting working capital of existing operations.

    Minority interest in (gain) loss of subsidiary of $(0.1) million and $0.3
million for the quarters ended March 31, 2001 and 2000, respectively, represents
the unaffiliated investors' share of infoUSA.com's net loss (gain) for the
period then ended.

Income taxes

    A provision for income taxes of $2.9 million and $0.2 million was recorded
for the quarters ended March 31, 2001 and 2000, respectively. The gain the
Company recorded on the issuance of subsidiary stock during the first quarter of
2000 was not subject to income tax expense. The provisions for income taxes also
reflect the inclusion of amortization of certain intangibles in taxable income
not deductible for tax purposes. The provisions for income taxes in 2001 and
2000 do not include the tax benefit of net losses associated with infoUSA.com,
as this entity is not included in the Company's consolidated federal income tax
return from this date forward and recoverability of these assets is uncertain.

Discontinued operations, net of tax

    During December 2000, the Company closed the operations of its
VideoYellowPages.com Internet unit. VideoYellowPages.com recorded revenues of
$0.1 million and operating expenses of $1.7 million, for a pre-tax operating
loss of $1.6 million during the first quarter of 2000.



                                       15
<PAGE>   16


Cumulative effect of accounting change, net of tax

    During 2000, the Company changed its revenue recognition method for data
licensing revenue. Effective January 1, 2000 the Company began to recognize
revenue on data license arrangements on a straight-line basis. This change in
method was made because a growing proportion of such license revenue is from
long-term and continuous access agreements. The Company believes the newly
adopted method better reflects the service commitment inherent in its various
license agreements. The cumulative effect of the change in method of $10.3
million is net of income tax benefit of $3.5 million.

EBITDA, as adjusted

    Excluding the non-cash stock compensation expense, the Company's EBITDA, as
adjusted, was $24.3 million, or 33% of net sales for the quarter ended March 31,
2001, and $17.2 million, or 21% of net sales for the same period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

General information:

    During 1999 in conjunction with the acquisition of Donnelley, the Company
negotiated a credit arrangement ("Senior Debt Credit Facility") that includes a
Revolving Credit Facility of $25.0 million, as amended. During 2000, the Company
sought and obtained certain modifications to the Credit Facility to permit
continued availability of borrowing under such facility. As of March 31, 2001,
the Company had no borrowings under the Revolving Credit Facility, with the
exception of two outstanding letters of credit in the amount of $6.7 million
reducing the availability under the Revolving Credit Facility to $18.3 million.

    The Company is subject to certain financial covenants in the Credit
Facilities, including minimum consolidated interest coverage ratio, maximum
consolidated leverage ratio and minimum consolidated EBITDA. Management believes
the Company is in compliance with or has obtained waivers for all restrictive
covenants of the Company's various debt facilities.

    The Company has scheduled to make a voluntary prepayment of $3.0 million on
its Senior Debt Credit Facility during May 2001.

    The Company believes that its existing sources of liquidity and cash
generated from operations, assuming no significant acquisitions, will satisfy
the Company's projected working capital and other cash requirements for at least
the next 12 months. To the extent the Company experiences growth in the future,
the Company anticipates that its operating and investing activities may use
cash. Any such future growth and any acquisitions of other technologies,
products or companies 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 March 31, 2001, the Company's principal sources of liquidity included
cash and cash equivalents of $22.9 million. Substantially all of this cash is
held by the Company's subsidiary, infoUSA.com, and may only used by this
subsidiary. As of March 31, 2001, the Company had working capital of $15.3
million, with substantially all the working capital held by infoUSA.com. The
Company's access to the working capital of its subsidiary, infoUSA.com, is
restricted.

    Net cash provided by operating activities during the three months ended
March 31, 2001, totaled $13.2 million compared to $26.8 million during the same
period of 2000. The decrease is principally the result of the receipt of $12.0
million during the first quarter of 2000 which represented a customer deposit on
a long-term data license arrangement.

    During the quarter ended March 31, 2001, the Company spent $1.0 million for
additions of property and equipment, $0.8 million related to software and
database development costs, $0.1 million for the purchase of marketable
securities and $10.1 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 March 31, 2001.

    During the quarter ended March 31, 2000, the Company received cash proceeds
of $2.7 million on the issuance of stock in its subsidiary infoUSA.com and $4.0
million from the exercise of stock options.

Consolidated Balance Sheet Information:

    Trade accounts receivable decreased from $58.5 million at December 31, 2000
to $52.7 million at March 31, 2001, with related days sales outstanding ("DSO")
of 71 days compared to 64 days, respectively. The decrease is principally due to
the enforcement of stricter credit policies and the performance of more
aggressive collection practices.



                                       16
<PAGE>   17


    Intangible assets, net of amortization, decreased from $296.1 million at
December 31, 2000 to $286.5 million at March 31, 2001. The decrease is
principally due to the amortization of capitalized software development costs
and assets related to the acquisitions described in the "Overview" section.
Depreciation and amortization expense totaled $12.7 million during the quarter
ended March 31, 2001.

    Long term debt decreased from $258.7 million at December 31, 2000 to $248.7
million at March 31, 2001. The Company made repayments on long-term debt
totaling $10.1 million during the quarter ended March 31, 2001.

ACCOUNTING STANDARDS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). SFAS 133 requires that all derivatives be
recognized as either assets or liabilities in the balance sheet and measured at
their fair value. If certain conditions are met, a derivative may be
specifically designated as (i) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment,
(ii) a hedge of the exposure to variable cash flows of a forecasted transaction
or (iii) a hedge of the foreign currency exposure of a net investment in a
foreign operation, an unrecognized firm commitment, an available-for-sale
security or a foreign-currency denominated forecasted transaction. SFAS 133, as
amended by Statement of Financial Accounting Standards No. 137, is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000.

     The Company uses 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 adopted SFAS No. 133 effective January 1, 2001. Upon adoption, the
Company's interest rate swap agreement was designated as a cash flow hedge. 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. During the quarter
ended March 31, 2001, the Company recorded an unrealized loss on the
above derivative financial instrument of $0.6 million, net of tax, as an
accumulated other comprehensive loss in the stockholders equity section of the
Consolidated Balance Sheet. In addition, a charge of $0.1 million was recorded
as interest expense in the other income (expense) section of the Consolidated
Statement of Operations.

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, May & Speh, Experian, Direct
        Marketing Technologies (a subsidiary of GUS), Snyder Communications,
        Inc. 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.


                                       17
<PAGE>   18


    -   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 March 31, 2001, we had total indebtedness of approximately $248.7
million, including $106.0 million of Notes under an indenture (the "Indenture")
and $127.7 million under a $195 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 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 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.


                                       18
<PAGE>   19


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.

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.


                                       19
<PAGE>   20


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 thirteen
acquisitions since mid-1996 and completed the integration of these acquisitions
into our existing business by the end of 2000. 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.


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 used to reduce the
potential impact of changes in interest rates on floating rate debt. 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

                                 MARCH 31, 2001

                                     PART II

                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

         None

    (b) Report on Form 8-K

         The Company filed a report on Form 8-K with the Securities and Exchange
Commission on April 19, 2001.




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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:  May 14, 2001               /s/ STORMY L. DEAN
                                  ---------------------------------------
                                  Stormy L. Dean, Chief Financial Officer
                                  (principal financial officer)



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