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's 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, 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, changes
in technology 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 earnings before interest expense, income taxes and
depreciation and amortization, or EBITDA, which is a non-GAAP measure.
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 the
Company's industry and is a component of the Company's financial covenant
calculations under its credit facilities, subject to certain adjustments. 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 presentation also includes net sales,
operating income, net earnings and earnings per shares, with each such measure
adjusted for non-recurring items. Management believes these non-GAAP financial
measures are useful for investors in examining the Company's operational results
and facilitates period-to-period comparisons.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished pursuant to Item 7.01:
Exhibit No. Description
99.1 Presentation slides.