Item 7.01. Regulation FD Disclosure
In connection with meetings to be held from time to time by the chief
executive officer and other members of the senior management team of infoGROUP
Inc. (the "Company") with investors, stockholders, analysts and others in the
investment community, the Company management team intends to present the
presentation slides furnished hereto as Exhibit 99.1, in whole or in part and
with immaterial modifications.
The information contained in the presentation slides is summary information
that is intended to be read and considered in the context of the Company's
filings with the Securities and Exchange Commission and other public
announcements that the Company may make, by press release or otherwise, from
time to time.
The statements in the presentation slides, other than historical data and
information, constitute forward looking statements that are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
stated or implied by such forward-looking statements. The potential risks and
uncertainties include, but are not limited to, recent changes in senior
management, responding to and cooperating with the ongoing SEC investigation,
indemnification obligations to current and former directors and officers, the
successful integration of recent and future acquisitions, fluctuations in
operating results, failure to successfully implement our Internet strategy or to
grow our Internet revenue, effects of leverage, conditions in the credit
markets, changes in technology, changes in laws related to data privacy, a
failure of database integrity, loss of a key business asset and increased
competition. More information about potential factors that could affect the
Company's business and financial results is included in the Company's periodic
filings with the Securities and Exchange Commission, including in its annual
report on Form 10-K for the fiscal year ended December 31, 2008 and subsequent
quarterly reports on Form 10-Q.
In addition to disclosing in the presentation slides financial information
determined in accordance with generally accepted accounting principles, or GAAP,
the Company also discloses the following non-GAAP measures: (1) all historical
financial results adjusted to exclude Macro International (2) earnings before
interest expense, income taxes and depreciation and amortization, or EBITDA,
(3) adjusted EBITDA excluding the effects of the non-recurring charges related
to the Derivative Litigation, the Stipulation of Settlement, and the SEC
investigation, restructuring costs, impairments and write-down of assets,
litigation settlement charges, and non-cash stock compensation expense and
(3) adjusted earnings (loss) per share excluding the effects of the
non-recurring charges related to the Derivative Litigation, the Stipulation of
Settlement and the SEC investigation, restructuring costs, impairments and
write-down of assets, litigation settlement charges, and non-cash stock
compensation expense. Management believes EBITDA provides useful supplemental
information to management and investors because management uses this information
internally for evaluating the aggregate performance of the Company's operating
businesses. In addition, EBITDA is commonly used as an analytical indicator
within infoGROUP's industry and is a component of the Company's financial
covenant calculations under its credit facilities, subject to certain
adjustments. Additionally, management excludes the effects of the non-recurring
charges related to the Derivative Litigation, the Stipulation of Settlement and
the SEC investigation and the restructuring costs, impairments and write-down of
assets, litigation settlement charges, and non-cash stock compensation expense
because such items resulted from events that are non-recurring and are not part
of on-going operations. Management believes that adjusted earnings per share and
adjusted EBITDA provide useful supplemental information to management and
investors because they better reflect the Company's on-going performance and
business operations during the periods presented and are more useful to
investors for comparative purposes.
All companies do not calculate EBITDA in the same manner and the Company's
presentation may not be comparable to those presented by other companies.
Reconciliation of EBITDA to net income, and reconciliation of other non-GAAP
measures to the applicable GAAP measure, have been included in the presentation
slides. EBITDA should not be viewed as a substitute for, or superior to, net
income or other data prepared in accordance with GAAP as measures of the
Company's profitability or liquidity.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this Form 8-K
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.