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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
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 0-13163
Acxiom Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 71-0581897
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 8180, 1 Information Way,
Little Rock, Arkansas 72203
(Address of Principal Executive Offices) (Zip Code)
(501) 342-1000
(Registrant's Telephone Number, Including Area Code)
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
the past 90 days.
Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the
Act).
Yes X No
The number of shares of Common Stock, $ 0.10 par value per share, outstanding as of August 4, 2003 was
85,350,563.
1
ACXIOM CORPORATION AND SUBSIDIARIES
INDEX
REPORT ON FORM 10-Q
JUNE 30, 2003
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2003 and March 31,
2003 (Unaudited) 3
Condensed Consolidated Statements of Earnings for the Three Months Ended
June 30, 2003 and 2002 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
June 30, 2003 and 2002 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited)
6 - 15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16 - 32
Item 3. Quantitative and Qualitative Disclosures about Market Risk
33
Item 4. Controls and Procedures 34
Part II. Other Information
Item 1. Legal Proceedings 35
Item 6. Exhibits and Reports on Form 8-K 35
Signature 36
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ACXIOM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
June 30, March 31,
2003 2003
-------------------- ---------------------
Assets
Current assets:
Cash and cash equivalents $ 4,862 $ 5,491
Trade accounts receivable, net 184,122 189,704
Deferred income taxes 46,056 46,056
Refundable income taxes 921 2,576
Other current assets 45,224 45,288
-------------------- ---------------------
Total current assets 281,185 289,115
Property and equipment, net of accumulated depreciation and
amortization 215,396 208,306
Software, net of accumulated amortization 64,125 63,095
Goodwill 221,522 221,184
Purchased software licenses, net of accumulated amortization 165,770 161,432
Unbilled and notes receivable, excluding current portions 17,472 20,249
Deferred costs, net of accumulated amortization 122,848 108,444
Other assets, net 23,840 21,421
-------------------- ---------------------
$ 1,112,158 $ 1,093,246
==================== =====================
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt 39,420 29,491
Trade accounts payable 38,108 28,760
Accrued expenses:
Restructuring 445 584
Payroll 16,779 14,234
Other 37,601 38,689
Deferred revenue 54,519 59,907
-------------------- ---------------------
Total current liabilities 186,872 171,665
-------------------- ---------------------
Long-term obligations:
Long-term debt and capital leases, net of current installments 257,448 233,843
Software and data licenses, net of current installments 60,901 55,834
-------------------- ---------------------
318,349 289,677
-------------------- ---------------------
Deferred income taxes 62,606 69,348
Commitments and contingencies (note 12)
Stockholders' equity:
Common stock 9,037 9,015
Additional paid-in capital 336,393 333,715
Retained earnings 264,821 253,558
Accumulated other comprehensive loss (584) (2,911)
Treasury stock, at cost (65,336) (30,821)
-------------------- ---------------------
Total stockholders' equity 544,331 562,556
-------------------- ---------------------
$ 1,112,158 $ 1,093,246
==================== =====================
See accompanying notes to condensed consolidated financial statements.
3
ACXIOM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the Three Months Ended
June 30,
2003 2002
------------------- -------------------
Revenue $ 236,682 $ 225,406
Operating costs and expenses:
Salaries and benefits 88,747 74,792
Computer, communications and other equipment 66,286 63,026
Data costs 30,247 28,944
Other operating costs and expenses 41,176 37,413
Gains, losses and nonrecurring items, net (1,008) (457)
------------------- -------------------
Total operating costs and expenses 225,448 203,718
------------------- -------------------
Income from operations 11,234 21,688
------------------- -------------------
Other income (expense):
Interest expense (4,765) (5,327)
Other, net 765 (9)
------------------- -------------------
(4,000) (5,336)
------------------- -------------------
Earnings before income taxes 7,234 16,352
Income taxes (4,029) 5,887
------------------- -------------------
Net earnings $ 11,263 $ 10,465
=================== ===================
Earnings per share:
Basic $ 0.13 $ 0.12
=================== ===================
Diluted $ 0.13 $ 0.12
=================== ===================
See accompanying notes to condensed consolidated financial statements.
4
ACXIOM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the Three Months Ended
June 30,
2003 2002
-------------------- -------------------
Cash flows from operating activities:
Net earnings $ 11,263 $ 10,465
Adjustments to reconcile net earnings to net cash provided
by operations:
Depreciation and amortization 33,896 28,174
Gain on disposal or impairment of assets, net (1,008) -
Deferred income taxes (6,742) 7,552
Changes in operating assets and liabilities:
Accounts receivable 6,009 85
Other assets 2,061 34,079
Accounts payable and other liabilities 2,785 (19,546)
Restructuring and impairment costs (139) (566)
-------------------- -------------------
Net cash provided by operating activities 48,125 60,243
-------------------- -------------------
Cash flows from investing activities:
Proceeds received from the disposition of operations 7,684 -
Proceeds received from the disposition of assets 506 45
Payments received from investments 1,201 -
Capitalized software development costs (6,335) (8,652)
Capital expenditures (1,588) (1,916)
Deferral of costs (6,026) (3,240)
Investments in joint ventures and other investments (5,000) (1,052)
Net cash paid in acquisitions - (772)
-------------------- -------------------
Net cash used by investing activities (9,558) (15,587)
-------------------- -------------------
Cash flows from financing activities:
Proceeds from debt 53,187 73,707
Payments of debt (60,655) (127,972)
Sale of common stock 2,850 6,168
Acquisition of treasury stock (34,665) -
-------------------- -------------------
Net cash used by financing activities (39,283) (48,097)
-------------------- -------------------
Effect of exchange rate changes on cash 87 44
-------------------- -------------------
Net decrease in cash and cash equivalents (629) (3,397)
Cash and cash equivalents at beginning of period 5,491 5,676
-------------------- -------------------
Cash and cash equivalents at end of period $ 4,862 $ 2,279
==================== ===================
Supplemental cash flow information:
Cash paid (received) during the period for:
Interest $ 3,508 $ 6,702
Income taxes 977 (39,906)
Noncash investing and financing activities:
Acquisition of land in exchange for debt 2,698 -
Acquisition of data under long-term obligation 18,340 -
Enterprise software licenses acquired under software obligation 8,221 2,828
Acquisition of property and equipment under capital lease 16,803 2,310
See accompanying notes to condensed consolidated financial statements.
5
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These condensed consolidated financial statements have been prepared by Acxiom Corporation ("Registrant",
"Acxiom" or "the Company"), without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC" or "the Commission"). In the opinion of the Registrant's management all
adjustments necessary for a fair presentation of the results for the periods included have been made and the
disclosures are adequate to make the information presented not misleading. All such adjustments are of a
normal recurring nature. Certain note information has been omitted because it has not changed significantly
from that reflected in notes 1 through 20 of the Notes to Consolidated Financial Statements filed as a part
of Item 14 of the Registrant's annual report on Form 10-K for the fiscal year ended March 31, 2003 ("2003
Annual Report"), as filed with the Commission on June 9, 2003. This report and the accompanying condensed
consolidated financial statements should be read in connection with the 2003 Annual Report. The financial
information contained in this report is not necessarily indicative of the results to be expected for any
other period or for the full fiscal year ending March 31, 2004.
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed
consolidated financial statements in conformity with accounting principles generally accepted in the United
States. Actual results could differ from those estimates. Certain of the accounting policies used in the
preparation of these condensed consolidated financial statements are complex and require management to make
judgments and/or significant estimates regarding amounts reported or disclosed in these financial
statements. Additionally, the application of certain of these accounting policies is governed by complex
accounting principles and interpretations thereof. A discussion of the Company's significant accounting
principles and the application thereof is included in note 1 and in Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, to the Company's 2003 Annual Report.
During the quarter ended June 30, 2003, in conjunction with an amendment of one of its purchased software
license agreements, the Company evaluated the remaining useful lives of certain of its purchased software
licenses. Purchased software licenses include both prepaid software and capitalized future software
obligations for which the liability is included in long-term obligations. Costs of purchased software
licenses are amortized using a units-of-production basis over the estimated economic life of the license,
generally not to exceed ten years. As a result of this review, the estimated remaining useful life of one
of these licenses was extended from eight years to ten years and the estimated remaining useful life of
another license was extended from four years to eight years. At the same time, the Company also adjusted
its units-of-production estimates for future years. As a result of these changes, amortization expense for
these two licenses for the quarter ended June 30, 2003 was reduced from what it would have been without
these changes, although it was approximately the same as the first quarter in the prior year. The effect of
the amendment, the changes in useful lives, and the changes in estimated units-of-production in the current
quarter was to increase earnings before income taxes by $1.1 million, increase net earnings by $0.7 million,
and increase both basic and diluted earnings per share by $0.01.
Effective January 1, 2001, the Company changed its method of accounting for certain transactions,
retroactive to April 1, 2000, in accordance with SEC Staff Accounting Bulletin 101 ("SAB 101"), "Revenue
Recognition in Financial Statements." For the quarters ended June 30, 2003 and 2002, the Company recognized
approximately $2.0 million and $4.2 million, respectively, in revenue that was included in the SAB 101
cumulative effect adjustment.
Certain prior year amounts have been reclassified to conform to the current year presentation. These
reclassifications had no impact on net earnings as previously reported.
6
2. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES
Restructuring and Impairment Charges
On June 25, 2001, the Company announced a restructuring plan ("Restructuring Plan") for significant
cost-reduction efforts, including workforce reductions, the sale and leaseback of a significant amount of
its computer equipment, and certain other restructuring activities, asset impairments and other adjustments
and accruals totaling $45.3 million. The charges recorded by the Company included a loss on the
sale-leaseback transaction of $31.2 million; $8.3 million in associate-related reserves; $3.6 million for
lease and contract termination costs and $2.2 million for abandoned or impaired assets and transaction
costs.
Montgomery Wards Bankruptcy
During the fourth quarter of the year ended March 31, 2001, the Company recorded a charge totaling $34.6
million relating to the bankruptcy filing of Montgomery Ward ("Wards"), a significant customer of the
Information Technology ("IT") Management segment, for the write-down of impaired assets and for certain
ongoing obligations that have no future benefit to the Company. As of June 30, 2001, the Company was no
longer obligated to provide services to Wards.
The following table shows the balances related to the Restructuring Plan and to Wards that were included in
the restructuring and impairment accruals as of March 31, 2003 and the changes in those balances during the
three months ended June 30, 2003 (dollars in thousands):
March 31, June 30,
2003 Payments 2003
------------------ --------------- -------------------
Associate-related
reserves $ 16 $ (16) $ --
Ongoing contract costs
314 (123) 191
Other accruals 254 -- 254
------------------ --------------- -------------------
$ 584 $(139) $ 445
================== =============== ===================
The remaining accruals will be paid out over periods ranging up to two years.
3. ACQUISITIONS AND INVESTMENTS
Effective November 26, 2002, the Company acquired certain assets and assumed certain liabilities of
Toplander Corporation ("Toplander"), a data compiler for online marketing efforts. Management believes this
acquisition will enable Acxiom to significantly increase the number of database records used for online
marketing efforts and will provide additional sources of data collection. The acquisition price consisted
of cash paid to the sellers of $5.6 million and contingent consideration that includes up to $2.4 million of
additional cash currently in escrow, shares of the Company's common stock with a fair value of up to $2.0
million, and warrants to purchase shares of the Company's common stock with a fair value of up to $2.0
million for a total aggregate purchase price, including contingent consideration, of up to $12.0 million.
At June 30, 2003, the $2.4 million escrowed cash is included in cash and cash equivalents on the condensed
consolidated balance sheet. The amount of contingent consideration, if any, payable by the Company to the
sellers will be determined during the second quarter of the Company's current fiscal year. The results of
operations of Toplander are included in the Company's consolidated results from the date of acquisition.
The pro forma effect of this acquisition is not material to the Company's consolidated results for any of
the periods presented.
Effective August 12, 2002, the Company acquired certain assets and assumed certain liabilities of an
employment screening business owned by Trans Union, LLC ("Trans Union"), a related party. This employment
screening business was incorporated as Acxiom Information Security Systems, Inc. ("AISS") and offers a range
of services including criminal and civil records search, education and reference verification, and other
verification services for its customers. Management believes AISS will provide the Company with additional
7
products and services and will support the Company's initiatives in the screening, identification and
security areas. The aggregate purchase price of $34.8 million consisted of cash of $7.5 million paid at
closing, a note of $2.5 million paid in October 2002, additional cash of $0.2 million paid in October 2002
as a result of purchase price adjustments, 664,562 shares of common stock valued at $10.5 million and
warrants to purchase 1,272,024 shares of common stock, at an exercise price of $16.32, valued at $14.1
million. If the value of the 664,562 shares of common stock on August 12, 2003 (twelve months after the
closing date) is less than $10.0 million, the Company will be required to pay additional cash consideration
in the amount of the deficit, but not more than $5.0 million. If the value of those shares on August 12,
2003 is greater than $13.0 million, Trans Union will be required to return shares of common stock in the
amount of the excess, but not more than $5.0 million worth of common stock. The results of operations of
AISS are included in the Company's consolidated results from the date of acquisition. The pro forma effect
of this acquisition is not material to the Company's consolidated results for any of the periods presented.
Effective June 1, 2002, the Company entered into an agreement with Publishing & Broadcasting Limited ("PBL")
whereby Acxiom purchased PBL's 50% ownership interest in an Australian joint venture ("Australian JV") for
cash of $0.8 million (net of cash acquired) and a note payable of $1.4 million, such that Acxiom now owns
100% of the Australian operation. Additionally, the purchase agreement provides that Acxiom may pay PBL
additional consideration, based on a percentage of the Australian operation's results through March 31,
2007, and also provides PBL the option to repurchase between 25% and 49% of the Australian JV subsequent to
March 31, 2007, at an option price specified in the purchase agreement. The results of operations of the
Australian business are included in the Company's condensed consolidated financial statements beginning June
1, 2002. Prior to that time, the Company accounted for the Australian JV as an equity method investment.
The pro forma effect of this acquisition is not material to the Company's consolidated results for any of
the periods presented. Management believes the Australian market is an important component of the Company's
long-term global strategy. Sole ownership of the Australian operation will enable the Company to more
quickly and effectively capitalize on that opportunity.
8
The following table shows the allocation of the Australian JV and the AISS purchase prices and the initial
allocation of the Toplander purchase price to assets acquired and liabilities assumed (dollars in thousands):
Australian JV AISS Toplander
------------------- ----------------- ---------------------
Assets acquired:
Cash $ 592 $ -- $ --
Goodwill 6,995 32,438 4,512
Other current and noncurrent
assets 2,575 3,513 1,334
------------------- ----------------- ---------------------
10,162 35,951 5,846
Accounts payable and accrued
expenses assumed 1,077 1,096 246
------------------- ----------------- ---------------------
Net assets acquired 9,085 34,855 5,600
Less:
Cash acquired 592 -- --
Common stock issued
-- 10,525 --
Warrants issued for the
purchase of common
stock -- 14,097 --
Previous investment in
Australian JV 6,357 -- --
Note payable 1,364 2,500 --
------------------- ----------------- ---------------------
Net cash paid $ 772 $ 7,733 $ 5,600
=================== ================= =====================
The initial purchase price allocation for Toplander does not include the $2.4 million of cash placed in
escrow pursuant to the purchase agreement, nor does it include the other contingent consideration of
warrants or common stock. The initial purchase price allocation is subject to adjustment based on the
Company's final determination of the fair values of the assets acquired and liabilities assumed, as well as
the ultimate payment of the contingent consideration, if any.
During the quarter ended June 30, 2003, the Company made an investment of $5.0 million in Battleaxe, LLC, a
limited liability company formed for the purpose of owning and managing real property in Illinois. Under
the terms of the operating agreement, the Company's ownership investment in this entity will be returned
through monthly payments over the next four years, including interest at 5%, with a final payment of $2.4
million due May 2007. The balance of the ownership investment is included in other assets, net in the
accompanying condensed consolidated balance sheet as of June 30, 2003. As an inducement for the Company to
enter into this investment, the other investors released the Company from a contingent liability under which
the Company was potentially liable under certain leases that had been assumed by other parties. The total
amount of the future lease payments for which the Company was previously contingently liable was $6.8
million as of March 31, 2003.
4. DIVESTITURES
On June 27, 2003, the Company sold its Los Angeles outsourcing data center operation for $6.7 million in
cash. In connection with the sale, the Company accrued $1.3 million in other accrued expenses on the
accompanying condensed consolidated balance sheet for its estimated liability on a building lease which was
not assumed by the buyer and wrote off $1.2 million of goodwill. The Company recorded a gain on the
disposal of $1.0 million, net of the lease accrual and goodwill write-off, which is included in gains,
losses and nonrecurring items, net for the quarter ended June 30, 2003. This operation accounted for
approximately $20 million in revenue in fiscal 2003, with no material impact on net earnings.
9
In addition to the above sale, the Company also received a payment of $1.0 million on its note receivable
from the sale of the DMI business unit sold in a prior fiscal year. As a result of this payment, the
balance of the DMI note receivable, net of credits which the Company has agreed to provide to DMI in future
periods, has been reduced to $12.7 million, payable over the next five years.
During the year ended March 31, 2002, the Company sold three of its business operations, including a minor
portion of its United Kingdom operations located in Spain and Portugal. During the quarter ended June 30,
2002, the Company sold the remaining portion of its assets located in Spain, which primarily consisted of
tax loss carryforwards. Effective July 31, 2002, the Company sold its print shop business located in
Chatsworth, California. Gross proceeds from the sales of these operations were $16.6 million, consisting of
cash of $6.8 million and notes receivable of $9.8 million. At June 30, 2003 and March 31, 2003, notes
receivable relating to these transactions of $5.1 million and $5.3 million, respectively, are included in
the accompanying consolidated financial statements. The Company recorded a gain associated with the
disposition in Spain of $0.5 million during the quarter ended June 30, 2002, including the write-off of $0.1
million of goodwill.
5. OTHER CURRENT AND NONCURRENT ASSETS
Unbilled and notes receivable are from the sales of software, data licenses, equipment sales and from the
sale of divested operations (see note 4), net of the current portions of such receivables. Other current
assets include the current portion of the unbilled and notes receivable of $19.8 million and $21.9 million
at June 30, 2003 and March 31, 2003, respectively. The remainder of other current assets consists of prepaid
expenses, non-trade receivables and other miscellaneous assets.
Other noncurrent assets consist of the following (dollars in thousands):
June 30, March 31,
2003 2003
------------------ ---------------
Investments in joint ventures and other investments, net of
unrealized gain or loss on available-for-sale marketable securities $ 17,643 $ 13,463
Other, net 6,197 7,958
------------------ ---------------
$ 23,840 $ 21,421
================== ===============
6. GOODWILL
The changes in the carrying amount of goodwill, by business segment, for the three months ended June 30,
2003, are as follows (dollars in thousands):
Data and
Software IT Management
Services Products Total
------------- ----------------- ------------------ ----------------
Balances at March 31, 2003 $ 139,981 $6,045 $ 75,158 $ 221,184
Divestitures -- -- (1,234) (1,234)
Foreign currency translation adjustment 1,572 -- -- 1,572
------------- ----------------- ------------------ ----------------
Balances at June 30, 2003 $ 141,553 $6,045 $ 73,924 $ 221,522
============= ================= ================== ================
10
7. LONG-TERM OBLIGATIONS
Long-term obligations consist of the following (dollars in thousands):
June 30, 2003 March 31, 2003
---------------------- -------------------
Convertible subordinated notes due 2009; interest at 3.75% $ 175,000 $ 175,000
Revolving credit agreement 42,673 28,799
Capital leases on land, buildings and equipment payable in monthly payments
of principal plus interest at approximately 8%; remaining terms up to
fifteen years 45,223 32,753
Other debt and long-term liabilities 11,393 10,278
---------------------- -------------------
Total long-term debt and capital leases 274,289 246,830
Less current installments 16,841 12,987
---------------------- -------------------
Long-term debt and capital leases, excluding current installments $ 257,448 $ 233,843
====================== ===================
Software license liabilities payable over terms up to seven years; effective
interest rates at approximately 6% $ 71,920 $ 72,338
Long-term data license agreement, due over two years; interest at 6% 11,560 --
---------------------- -------------------
Total license liabilities 83,480 72,338
Less current installments 22,579 16,504
---------------------- -------------------
License liabilities, excluding current installments $ 60,901 $ 55,834
====================== ===================
The Company maintains a revolving credit facility that provides for aggregate borrowings and letters of
credit of up to $150 million. Any borrowings under this facility will bear interest at LIBOR plus 1.50%, or
at an alternative base rate or at the Federal funds rate plus 2.00%, depending upon the type of borrowing,
are secured by substantially all of the Company's assets and are due July 2006. At June 30, 2003, the
average interest rate under this credit facility was approximately 2.8% per annum. Outstanding letters of
credit at June 30, 2003 and March 31, 2003, were $11.2 million and $10.8 million, respectively.
Under the terms of some of the above borrowings, the Company is required to maintain certain tangible net
worth levels, debt-to-cash flow and debt service coverage ratios, among other restrictions. At June 30,
2003, the Company was in compliance with these covenants and restrictions. Accordingly, the Company has
classified all portions of its debt obligations due after June 30, 2004 as long-term in the accompanying
condensed consolidated financial statements.
During the quarter, the Company completed a long-term data license agreement with Trans Union, a related
party. The related data asset of $18.3 million is recorded in deferred costs on the accompanying condensed
consolidated balance sheet. This data will be used in the Company's products.
11
8. STOCKHOLDERS' EQUITY
Below is the calculation and reconciliation of the numerator and denominator of basic and diluted earnings
(loss) per share (in thousands, except per share amounts):
For the quarter ended
June 30,
2003 2002
---------------- ---------------
Basic earnings per share:
Numerator - net earnings $ 11,263 $ 10,465
Denominator - weighted-average
shares outstanding 86,442 87,781
---------------- ---------------
Basic earnings per share
$ 0.13 $ 0.12
================ ===============
Diluted earnings per share:
Numerator:
Net earnings $ 11,263 $10,465
Interest expense on
convertible debt (net of
tax benefit) 1,026 1,050
---------------- ---------------
$ 12,289 $11,515
---------------- ---------------
Denominator:
Weighted-average shares
outstanding 86,442 87,781
Dilutive effect of common
stock options and
warrants, as computed
under the treasury stock
method 1,603 2,468
Dilutive effect of
convertible debt, as
computed under the
if-converted method 9,589 9,589
---------------- ---------------
97,634 99,838
---------------- ---------------
Diluted earnings per
share $ 0.13 $ 0.12
================ ===============
At June 30, 2003, the Company had options and warrants outstanding providing for the purchase of
approximately 21.5 million shares of its common stock. Options and warrants to purchase shares of common
stock that were outstanding during the periods reported, but were not included in the computation of diluted
earnings per share because the exercise price was greater than the average market price of the common shares
are shown below (in thousands, except per share amounts):
12
For the quarter ended
June 30,
2003 2002
------------------- ------------------
Excluded number of
shares under
options and
warrants 13,607 9,563
Range of exercise
prices $14.82 - 62.06 $17.49 - 62.06
=================== ==================
The Company applies the provisions of Accounting Principles Board Opinion No. 25 and related interpretations
in accounting for its stock-based compensation plans. Accordingly, no compensation cost has been recognized
by the Company in the accompanying condensed consolidated statements of earnings for any of the fixed stock
options granted. Had compensation cost for options granted been determined on the basis of the fair value
of the awards at the date of grant, consistent with the methodology prescribed by Statement of Financial
Accounting Standards ("SFAS") No. 123, as amended by SFAS No. 148, the Company's net earnings would have
been reduced to the following pro forma amounts for the periods indicated (dollars in thousands, except per
share amounts):
For the quarter ended
June 30,
2003 2002
-------------- --------------
Net earnings, as reported $ 11,263 $ 10,465
Less: stock-based employee
compensation expense under
fair value based method, net
of income tax benefit 2,976 2,647
-------------- --------------
Pro forma net earnings $ 8,287 $ 7,818
============== ==============
Earnings per share:
Basic - as reported $ 0.13 $ 0.12
============== ==============
Basic - pro forma $ 0.10 $ 0.09
============== ==============
Diluted - as reported $ 0.13 $ 0.12
============== ==============
Diluted - pro forma $ 0.09 $ 0.09
============== ==============
Pro forma net earnings reflect only options granted after fiscal 1995. Therefore, the full impact of
calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net
earnings amounts presented above because compensation cost is reflected over the options' vesting period of
up to nine years and compensation cost for options granted prior to April 1, 1995 is not considered.
The per share weighted average fair value of stock options granted during the quarter ended June 30, 2003
was $9.62 on the date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: dividend yield of 0%; risk-free interest rate of 3.61%; expected option life
of ten years; and expected volatility of 55%.
13
9. ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade accounts receivable are presented net of allowances for doubtful accounts, returns, and credits of
$5.0 million and $6.7 million, respectively, at June 30, 2003 and at March 31, 2003. The decrease in the
allowance account was due to the write-off of accounts receivable which had previously been included in the
allowance account.
10. SEGMENT INFORMATION
The following tables present information by business segment (dollars in thousands):
For the quarter ended
June 30,
2003 2002
--------------- -----------------
Revenue:
Services $ 175,692 $ 169,369
Data and Software Products 41,155 38,372
IT Management 61,945 56,461
Intercompany eliminations (42,110) (38,796)
--------------- -----------------
$ 236,682 $ 225,406
=============== =================
Income (loss) from operations:
Services $ 9,768 $ 20,962
Data and Software Products 3,607 2,670
IT Management 1,524 1,072
Intercompany eliminations (3,909) (3,025)
Corporate and other 244 9
--------------- -----------------
$ 11,234 $ 21,688
=============== =================
11. COMPREHENSIVE INCOME (LOSS)
The balance of accumulated other comprehensive loss, which consists of foreign currency translation
adjustments and unrealized gains and losses, net of reclassification adjustments and income tax benefit, on
marketable securities classified as available-for-sale, was $0.6 million and $2.9 million at June 30, 2003
and March 31, 2003, respectively. Total comprehensive income was $13.6 million and $12.2 million,
respectively, for the quarters ended June 30, 2003 and 2002.
12. COMMITMENTS AND CONTINGENCIES
Refer to Part II, Item 1 for a description of legal proceedings.
The Company leases data processing equipment, software, office furniture and equipment, land and office
space under noncancellable operating leases. Additionally, the Company has entered into synthetic operating
leases for computer equipment, furniture and an aircraft ("Leased Assets"), which provide the Company with a
more cost-effective way to acquire equipment than alternative financing arrangements. These synthetic
operating lease facilities are accounted for as operating leases under generally accepted accounting
principles and are treated as capital leases for income tax reporting purposes. Initial lease terms under
the computer equipment and furniture facility range from two to six years, with the Company having the
option at expiration of the initial lease to return the equipment, purchase the equipment at a fixed price,
or extend the term of the lease. The lease term of the aircraft expires in January 2011, with the Company
having the option to purchase the aircraft, renew the lease for an additional twelve months, or return the
aircraft to the lessor. Monthly payments under these synthetic lease facilities are approximately $2.7
14
million. At June 30, 2003, the total amount drawn under these synthetic lease operating lease facilities
was $185.4 million and the remaining capacity for additional funding (for computer equipment and furniture
only) was $68.1 million. The Company has made aggregate payments of $127.5 million through June 30, 2003,
and has a remaining commitment under these synthetic operating lease facilities of $36.0 million over the
next eight years. In the event the Company elects to return the Leased Assets, the Company has guaranteed a
portion of the residual value to the lessors. Assuming the Company elects to return the Leased Assets to
the lessors at its earliest opportunity under the synthetic lease arrangements and assuming the Leased
Assets have no significant residual value to the lessors, the maximum potential amount of future payments
the Company could be required to make under these residual value guarantees was $25.4 million at June 30,
2003.
The Company also has an aircraft leased from a business partially owned by an officer of the Company.
Should the Company elect early termination rights under the lease or not extend the lease beyond the initial
term and the lessor sells the aircraft, the Company has guaranteed a residual value of 70% of the then
outstanding indebtedness of the lessor, or $4.1 million at June 30, 2003.
In connection with certain of the Company's facilities, the Company has entered into 50/50 joint ventures
with local real estate developers. In each case, the Company is guaranteeing portions of the loans for the
buildings. In addition, in connection with the disposal of certain assets, the Company has guaranteed loans
for the buyers of the assets. These guarantees were made by the Company primarily to facilitate favorable
financing terms for those third parties. Should the third parties default on this indebtedness, the Company
would be required to perform under its guarantee. Substantially all of the third party indebtedness is
collateralized by various pieces of real property. At June 30, 2003, the Company's maximum potential of
future payments under these guarantees of third party indebtedness was $5.6 million.
At both June 30, 2003 and March 31, 2003, the Company had accrued $0.3 million related to the potential
obligations under all of its various guarantees.
13. RECENT DEVELOPMENTS
In early August 2003 management determined that Acxiom had experienced an unlawful security breach of its
file transfer protocol ("FTP") server. Beginning on August 7, 2003 there have been reports in the news media
concerning this incident. Unauthorized access to certain files occurred as a result of information being
exchanged between Acxiom and a number of clients via the FTP server. Acxiom was among several companies
whose security was breached. Law enforcement authorities have arrested and charged a former employee of one
of Acxiom's clients. Acxiom is fully cooperating with the investigation, which involves multiple law
enforcement agencies.
Only FTP files on a server located outside of the Acxiom firewall were compromised, and not all FTP files
nor all clients were affected. No internal systems or databases were accessed and there was no breach that
penetrated the Acxiom security firewall. There is no evidence that the files were used or forwarded to
other parties. Based on the facts known to management, the Company does not expect any material adverse
effect from this incident.
Acxiom has a longstanding commitment to systems and network security. The Company undergoes internal
security audits on a regular basis, and many clients perform audits on the Company's systems as well. Based
on this incident, however, management plans to be even more aggressive in the future to secure the Company's
systems. The Company has begun an additional comprehensive review of its systems and procedures to guard
against similar incidents in the future.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Introduction and Executive Summary
Acxiom Corporation ("Acxiom" or "the Company") integrates data, services and technology to create and deliver
customer and information management solutions for many of the largest, most respected companies in the world.
The core components of Acxiom's innovative solutions are customer data integration technology, data, database
services, information technology ("IT") outsourcing, consulting and analytics, and privacy leadership. Founded
in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States ("U.S.")
and in the United Kingdom ("U.K."), France, Australia and Japan.
The Company manages its operations through three operating segments: Services, Data and Software Products, and IT
Management. The Services segment, the Company's largest segment, provides data warehousing, list processing and
consulting services to large corporations in a number of vertical industries. The Data and Software Products
segment provides data content and software primarily in support of the direct marketing activities of clients in
the Services segment. The IT Management segment reflects outsourcing services primarily in the areas of data
center, client/server and network management.
Highlights of the most recently completed fiscal quarter are identified below.
* Revenue increased 5% over the previous year to $236.7 million;
* Diluted earnings per share were $0.13, compared to $0.12 per share in the same quarter a year ago;
earnings in the current quarter benefited from an income tax adjustment of $6.7 million;
* The Company reported operating cash flow of $48.1 million and free cash flow (as defined under "Capital
Resources and Liquidity" below) of $34.7 million;
* New contracts signed during the quarter are expected to contribute annual revenue of $16 million and
contract renewals are expected to generate $32 million in annual revenue;
* The Company purchased $34.7 million of treasury stock during the quarter.
The highlights above are intended to identify to the reader some of the more significant events and transactions
of the Company during the quarter ended June 30, 2003. However, these highlights are not intended to be a full
discussion of the Company's results for the quarter. These highlights should be read in conjunction with the
following discussion of Results of Operations and Capital Resources and Liquidity and with the Company's
condensed consolidated financial statements and footnotes included in Item 1 of this report.
16
Results of Operations
A summary of selected financial information for the quarters ended June 30, 2003 and 2002 is presented below
(dollars in millions, except per share amounts):
For the quarter ended
June 30,
%
2003 2002 Change
---------- ------------ -----------
Revenue $ 236.7 $ 225.4 + 5%
Operating costs and expenses 225.5 203.7 +11
Income from operations 11.2 21.7 -48
Diluted earnings per share 0.13 0.12 + 8
Revenues
For the quarter ended June 30, 2003, the Company's revenue was $236.7 million, compared to revenue of
$225.4 million in the same quarter in the prior year, reflecting an increase of $11.3 million, or 5%.
This increase is primarily attributable to an increase in revenue from clients in the financial services
industry of approximately $9.5 million (or approximately 12%), and an increase of $4.7 million in revenue
from the AISS acquisition completed in the prior year, offset by decreases in other areas. New contracts
signed during the current quarter are expected to contribute annual revenue of $16 million and contract
renewals are expected to generate $32 million in annual revenue.
Approximately 80% of the Company's consolidated revenue in both fiscal 2003 and 2004 is from clients who have
long-term contracts (defined as contracts with initial terms of two years or more) with the Company. These
revenues include all revenue from clients for which there is a long-term contract that covers some portion of
that client's revenue. However, this does not mean that all revenue from such contracts is necessarily "fixed"
or guaranteed, as portions of revenue from clients who have long-term contracts, as well as substantially all of
the revenue from clients which are not under long-term contract, is variable or project-related.
17
The table below shows the Company's revenue by business segment for the quarters ended June 30, 2003 and 2002
(dollars in millions).
For the quarter ended
June 30,
%
2003 2002 Change
---------- ------------ -----------
Services $ 175.7 $ 169.4 + 4%
Data and Software Products 41.2 38.4 + 7
IT Management 61.9 56.4 + 10
Intercompany eliminations (42.1) (38.8) + 9
---------- ------------ -----------
$ 236.7 $ 225.4 + 5%
========== ============ ===========
Services segment revenue for the quarter increased $6.3 million over the prior year. This increase in revenue
reflects an increase in revenue from clients in the financial services industry of approximately $9.5 million and
an increase of $4.7 million in revenue from the AISS acquisition completed in the prior year, offset by decreases
in other areas, including the retail and technology industries and mid-tier data customers. The increase in
financial services industry revenue includes equipment sales of $4.6 million.
Data and Software Products segment revenue during the quarter increased $2.8 million over the same quarter in the
prior year. Data products revenue was flat compared to the prior year with increases in analytical products
being offset by lower list sales, with increases in software products accounting for the growth.
IT Management segment revenue increased $5.5 million over the same quarter a year ago. The increase in segment
revenue is primarily attributable to an increase in revenue under the data center management agreement with Trans
Union which was amended effective October 1, 2002 to encompass Trans Union's client/server, network, and
communications infrastructure.
Certain revenue, including all data and software product revenue and certain IT management revenue, is reported
both as revenue in the segment which owns the client relationship (primarily the Services segment) as well as the
segment which owns the product development, maintenance, sales support, etc. These duplicate revenues, which are
eliminated in consolidation, increased $3.3 million in the current quarter. The increase in the intercompany
elimination in 2003 primarily reflects increases in data and software product revenue, as discussed above,
recorded through the Services segment.
18
Operating Expenses
The following table presents operating expenses for the quarters ended June 30, 2003 and 2002 (dollars in
millions):
For the quarter ended
June 30,
%
2003 2002 Change
---------- ----------- ---------
Salaries and benefits $ 88.7 $ 74.8 + 19%
Computer, communications and
other equipment 66.3 63.0 + 5
Data costs 30.2 28.9 + 4
Other operating costs and
expenses 41.2 37.4 + 10
Gains, losses and
non-recurring items, net (1.0) (0.4) +121
---------- ----------- ----------
$ 225.4 $ 203.7 + 11%
========== =========== ==========
Salaries and benefits for the Company increased $14.0 million compared to the same quarter in the prior year.
The increase reflects the impact of an accrual for incentive compensation of approximately $5 million in the
current quarter, an increase of $1.2 million as a result of the AISS acquisition, and the impact of reinstatement
during the prior fiscal year of previously imposed salary reductions. The Company plans to accrue 25% of its
estimated $20 million annual incentive compensation each quarter, based on management's expectation of meeting
its full year financial targets. Quarterly and annual payments of the incentive compensation are determined
based on achievement of financial targets, including meeting earnings per share goals. The Company currently
expects to owe the entire $20 million; however, a substantial portion will not be paid until the end of the
fiscal year, assuming all targets are met. Total headcount as of June 30, 2003 was 4,991, compared to 5,076 at
June 30, 2002, reflecting continued efficiencies.
Computer, communications and other equipment costs increased $3.3 million in the current quarter as compared to
the same quarter a year ago. The increase reflects higher software amortization on purchased and internally
developed computer software of $1.6 million, together with increased costs related to new outsourcing business.
As discussed in note 1 to the accompanying condensed consolidated financial statements, the Company extended the
remaining estimated useful lives of two large purchased software licenses, amended one software license
agreement, and changed its units-of-production estimates for future years. The result of these changes was to
reduce amortization expense by $1.1 million from what it would have been without these changes.
Data costs for the quarter increased $1.3 million over the comparable quarter in the prior year. Data costs are
primarily comprised of the cost of data to support the Allstate Insurance Company ("Allstate") contract, as well
as fixed and royalty-based data that are used in the Company's InfoBase products. The increase for the current
quarter is primarily due to higher costs related to the Allstate contract.
Other operating costs and expenses increased $3.8 million in the current quarter as compared to a year ago,
primarily due to costs related to equipment sales of $3.7 million.
19
Gains, losses and nonrecurring items of $1.0 million for the quarter ended June 30, 2003 consisted of the gain on
disposal of the Company's Los Angeles outsourcing data center operation. The $0.4 million for the quarter ended
June 30, 2002 consisted of net gains from the sale of the Company's Spanish operations.
As a result of the factors noted above, income from operations declined from $21.7 million in the quarter ended
June 30, 2002 to $11.2 million in the quarter ended June 30, 2003, a decrease of 48%. Income from operations for
the Services segment was $9.8 million in the current quarter compared to $21.0 million in the prior year's first
quarter. The reasons for the decrease in the Services segment are generally the same as for the Company as a
whole.
Other Income (Expense), Income Taxes and Other Items
Interest expense of $4.8 million for the quarter is lower than the previous year due to lower interest rates and
lower debt levels. The Company's weighted-average interest rate on long-term debt was 4.8% at both June 30, 2003
and March 31, 2003.
Other, net for the current fiscal quarter primarily consists of interest income on notes receivable of $0.6
million. Other, net in the prior year included $1.3 million of interest income, primarily offset by equity
pickup of losses on joint ventures.
The Company is regularly audited by federal and state tax authorities, which, from time to time, results in
proposed assessments and/or adjustments to certain of the Company's tax positions. As a result of certain tax
deductions and exclusions taken by the Company in recent years for which no specific or clear guidance is
included in the Internal Revenue Code and the possibility that the Company's position with respect to these
deductions and/or exclusions could be challenged and disallowed by tax authorities, the Company has established a
deferred tax liability to cover its potential exposure.
The Company recorded an income tax benefit of $6.7 million in the quarter ended June 30, 2003 as a result of an
audit by the Internal Revenue Service. The Company had previously accrued deferred taxes related to certain
deductions and tax positions taken on its return for the 1999 fiscal year in connection with its May & Speh
acquisition. Excluding the deferred tax benefit, the Company's tax rate for the quarter was 37.5%, which is the
Company's estimate for the tax rate for the full fiscal year.
Capital Resources and Liquidity
Working Capital and Cash Flow
Working capital at June 30, 2003 totaled $94.3 million compared to $117.5 million at March 31, 2003. This
decline is primarily the result of a decline in accounts receivable and an increase in accounts payable and the
current portion of long-term obligations. Cash provided by operating activities was $48.1 million in the current
quarter, as compared to $60.2 million for the same period in the prior year. Net changes in operating assets and
liabilities increased operating cash flow by $10.7 million in the current quarter and $14.1 million in the prior
year. The prior year quarter included approximately $40 million of refunds of federal income taxes received in
June 2002. Depreciation and amortization of $33.9 million in the current quarter increased 20% over the same
quarter in the prior year.
Accounts receivable days sales outstanding ("DSO") was 71 days at both June 30, 2003 and March 31, 2003 and is
calculated as follows (dollars in thousands):
June 30, March 31,
2003 2003
-------------- ---------------
Numerator - trade accounts receivable, net $ 184,122 $ 189,704
Denominator:
Quarter revenue 236,682 239,459
Number of days in quarter 91 90
-------------- ---------------
Average daily revenue $ 2,601 $ 2,661
-------------- ---------------
Days sales outstanding 71 71
============== ===============
20
Investing activities used $9.6 million in the quarter ended June 30, 2003, compared to $15.6 million in the prior
year's first quarter. Investing activities in the current period included capitalized software development costs
of $6.3 million, compared to $8.7 million in the prior year. Capital expenditures were $1.6 million in the
current quarter, compared to $1.9 million in the prior year. Cost deferrals were $6.0 million in the current
quarter, compared to $3.2 million in the prior year. Investing activities in the current quarter also included
$5.0 million related to the Company's investment in Battleaxe, LLC, a limited liability company formed for the
purpose of owning and managing real property in Illinois. Under the terms of the operating agreement, the
Company's ownership investment in this entity will be returned through monthly payments over the next four years,
including interest at 5%, with a final payment of $2.4 million due in May 2007. As an inducement for the Company
to enter into this investment, the other investors released the Company from a contingent liability under which
the Company was potentially liable under certain leases that had been assumed by other parties. The total amount
of the future lease payments that the Company was contingently liable for was $6.8 million as of March 31, 2003.
Investing activities also included the receipt of $7.7 million of proceeds from the disposition of operations,
which included $6.7 million related to the sale of the Company's Los Angeles outsourcing data center operation
and $1.0 million in collections on a note from the sale of the DMI operation in a prior year. Investing
activities for the quarter also included $1.2 million in cash received from the Company's health care joint
venture, which has been liquidated.
With respect to certain of its investments in joint ventures and other companies, Acxiom has provided cash
advances to fund losses and cash flow deficits. Although the Company has no commitment to continue to do so, it
expects to continue funding such losses and deficits until such time as these investments become profitable.
Acxiom may, at its discretion, discontinue providing financing to these investments during future periods. In
the event that Acxiom ceases to provide funding and these investments have not achieved profitable operations,
the Company may be required to record an impairment charge up to the amount of the carrying value of these
investments ($17.6 million at June 30, 2003). In the event that declines in the value of its investments occur
and continue, the Company may be required to record temporary and/or "other than temporary" impairment charges of
its investments.
The Company has generated free cash flows of $34.7 million in the quarter ended June 30, 2003 and $46.5 million
for the quarter ended June 30, 2002, as shown below (in thousands):
June 30, June 30,
2003 2002
-------------- ---------------
Cash provided by operating activities $ 48,125 $ 60,243
Proceeds from the disposition of assets 506 45
Capitalized software development costs (6,335) (8,652)
Capital expenditures (1,588) (1,916)
Deferral of costs (6,026) (3,240)
-------------- ---------------
Free cash flow $ 34,682 $ 46,480
============== ===============
Free cash flow is a non-generally accepted accounting principle ("GAAP") financial measure. A non-GAAP financial
measure is defined as a numerical measure of the Company's financial performance, financial position or cash flow
that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure
calculated and presented in accordance with GAAP in the Company's consolidated financial statements. Free cash
flow is defined as cash provided by operating activities less cash used by investing activities excluding the
impact of investments in joint ventures and other business alliances and cash paid and/or received in
acquisitions and dispositions. Management of the Company has included free cash flow in this filing because
although free cash flow does not represent the amount of money available for the Company's discretionary spending
since certain obligations of the Company must be funded out of free cash flow, management nevertheless believes
that it provides investors with a useful alternative measure of operating performance by allowing an assessment
of the amount of cash available for general corporate and strategic purposes after funding operating activities
and capital expenditures, capitalized software expenses and deferred costs. The above table reconciles free cash
flow to cash provided by operating activities, the nearest comparable GAAP measure.
21
Financing activities in the current fiscal quarter used $39.3 million, primarily as a result of the purchase of
2.5 million shares of common stock for an aggregate purchase price of $34.7 million. The remainder of the
financing activities during the quarter relate to net repayments of debt and the sale of common stock through
stock options and the employee stock purchase plan.
The Company has also incurred long-term obligations through non-cash investing and financing activities during
the quarter ended June 30, 2003 of $2.7 million for the acquisition of land, $18.3 million for the acquisition of
data to be used in the Company's products, $8.2 million for the acquisition of enterprise software, and $16.8
million for the acquisition of property and equipment to under capital leases to service customers. Using
capital leases and long-term license arrangements allows the Company to better match cash outflows with the
resulting customer cash inflows.
The Company intends to use its future free cash flow to repay debt, to buy back shares of its common stock (when
accretive to earnings per share), for possible future acquisitions and for potential payments of dividends. The
Company has never paid cash dividends on its common stock, but may do so in the future.
Credit and Debt Facilities
The Company had available credit lines of $150 million of which $42.7 million was outstanding at June 30, 2003
compared to $28.8 million outstanding at March 31, 2003. The Company's debt-to-capital ratio, as calculated
below, was 37% at June 30, 2003 compared to 34% at March 31, 2003 (dollars in thousands).
June 30, 2003 March 31, 2003
---------------- ----------------
Numerator - long-term obligations $ 318,349 $ 289,677
---------------- ----------------
Denominator:
Long-term obligations 318,349 289,677
Stockholders' equity 544,331 562,556
---------------- ----------------
$ 862,680 $ 852,233
---------------- ----------------
Debt-to-capital ratio 37 % 34 %
================ ================
The increase is largely due to increases in long-term obligations as a result of the increase in the revolving
credit and additional long-term obligations entered into during the quarter. Included in long-term obligations
for both periods presented above are the Company's 3.75% convertible notes ("3.75% Notes") in the amount of $175
million, as discussed below. The conversion price for the 3.75% Notes is $18.25 per share. If the Company's
common stock price increases above the conversion price, the 3.75% Notes may be converted to equity.
Off-Balance Sheet Items
The Company has entered into synthetic operating lease facilities for computer equipment, furniture and an
aircraft ("Leased Assets"). These synthetic operating lease facilities are accounted for as operating leases
under GAAP and are treated as capital leases for income tax reporting purposes. These synthetic lease
arrangements provide the Company with a more cost-effective way to acquire equipment than alternative financing
arrangements and better match inflows of cash from client contracts to outflows related to lease payments. Lease
terms under the computer equipment and furniture facility range from two to six years, with the Company having
the option at expiration of the initial term to return, or purchase at a fixed price, or extend or renew the term
of the leased equipment. In the event the Company elects to return the Leased Assets, the Company has guaranteed
a portion of the residual value to the lessors. Assuming the Company elects to return the Leased Assets to the
lessors at its earliest opportunity under the synthetic lease arrangements and assuming the Leased Assets have no
significant residual value to the lessors, the maximum potential amount of future payments the Company could be
required to make under these residual value guarantees was $25.4 million at June 30, 2003.
As of June 30, 2003, the total amount drawn under these synthetic operating lease facilities was $185.4 million
and the remaining capacity for additional funding (for computer equipment and furniture only) was $68.1 million.
22
The Company has made aggregate payments of $127.5 million related to these operating lease facilities through
June 30, 2003.
The Company has recently begun construction of a new office building and data center in Phoenix, Arizona. Total
construction costs of this facility are expected to be approximately $15 to $20 million and construction is
expected to be completed in fiscal 2005. The Company also plans to begin construction on an additional data
center in Little Rock, Arkansas later this fiscal year, which is expected to be completed in late fiscal 2005.
Total construction cost of this facility is expected to be $10 to $15 million.
In connection with certain of the Company's other buildings and facilities, the Company has entered into 50/50
joint ventures with local real estate developers. In each case, the Company is guaranteeing portions of the
loans for the buildings. In addition, in connection with the disposal of certain assets, the Company has
guaranteed loans for the buyers of the assets. Substantially all of the third party indebtedness for which the
Company has provided guarantees is collateralized by various pieces of real property. The aggregate amount of
the guarantees at June 30, 2003 was $5.6 million.
The Company was previously contingently obligated under certain leases that have been assumed by other parties.
The total future lease payments for which the Company was contingently liable was $6.8 million at March 31,
2003. During the quarter ended June 30, 2003, in conjunction with its investment in Battleaxe, LLC as discussed
above, the Company was released from this contingent liability.
At both June 30, 2003 and March 31, 2003, the Company had accrued $0.3 million related to the potential
obligations under all of its various guarantees.
Outstanding letters of credit, which reduce the borrowing capacity under the Company's revolving credit facility,
were $11.2 million at June 30, 2003 and $10.8 million at March 31, 2003.
23
Contractual Commitments
The following table presents Acxiom's contractual cash obligations and purchase commitments at June 30, 2003
(dollars in thousands). The column for 2004 represents the nine months ending March 31, 2004. All other columns
represent fiscal years ending March 31.
For the years ending March 31,
--------------------------------------------------------------------------------------------
There-
2004 2005 2006 2007 2008 after Total
--------- -------- --------- --------- --------- ---------- ------------
Capital lease
obligations $13,308 $9,813 $6,688 $1,729 $ 770 $12,915 $45,223
Software and data
license
liabilities 14,456 16,657 16,935 12,642 22,790 - 83,480
Other long-term debt
229 11,164 - 42,673 - 175,000 229,066
--------- -------- --------- --------- --------- ---------- ------------
Total
long-term
obligations 27,993 37,634 23,623 57,044 23,560 187,915 357,769
--------- -------- --------- --------- --------- ---------- ------------
Synthetic aircraft
lease 672 896 896 896 896 2,463 6,719
Synthetic equipment
and furniture
leases 16,626 9,062 2,729 607 253 - 29,277
--------- -------- --------- --------- --------- ---------- ------------
Total synthetic
operating leases 17,298 9,958 3,625 1,503 1,149 2,463 35,996
Equipment operating
leases 17,495 17,527 8,494 1,919 - - 45,435
Building operating
leases 4,599 6,143 5,663 5,674 5,174 56,621 83,874
Partnerships
building leases 1,569 2,122 2,123 2,134 2,144 2,202 12,294
Related party
aircraft lease 677 902 902 376 - - 2,857
--------- -------- --------- --------- --------- ---------- ------------
Total operating
lease payments 41,638 36,652 20,807 11,606 8,467 61,286 180,456
Operating software
license obligations 8,300 9,265 4,962 3,678 3,678 7,357 37,240
--------- -------- --------- --------- --------- ---------- ------------
Total operating
lease and software
license obligations 49,938 45,917 25,769 15,284 12,145 68,643 217,696
--------- -------- --------- --------- --------- ---------- ------------
Total contractual
cash obligations $77,931 $83,551 $49,392 $72,328 $35,705 $256,558 $575,465
========= ======== ========= ========= ========= ========== ============
24
Purchase commitment
on synthetic
aircraft lease - - - - - 4,398 4,398
Purchase commitments
on synthetic
equipment and
furniture leases 20,777 4,473 3,627 464 1,626 - 30,967
Other purchase
commitments 37,818 21,267 19,277 18,381 12,665 - 109,408
--------- -------- --------- --------- --------- ---------- -----------
Total purchase
commitments $58,595 $25,740 $22,904 $18,845 $14,291 $ 4,398 $144,773
========= ======== ========= ========= ========= ========== ===========
The synthetic lease term for the aircraft expires in January 2011, with the Company having the option at
expiration to either purchase the aircraft at a fixed price, renew the lease for an additional twelve-month
period (with a nominal purchase price paid at the expiration of the renewal period), or return the aircraft in
the condition and manner required by the lease. The purchase commitment on the synthetic aircraft lease assumes
the lease terminates and is not renewed, and the Company elects to purchase the aircraft.
The related party aircraft lease relates to an aircraft leased from a business partially owned by an officer.
The Company has also agreed to pay the difference, if any, between the sales price of the aircraft and 70% of the
related loan balance (approximately $4.1 million at June 30, 2003) should the Company elect to exercise its early
termination rights or not extend the lease beyond its initial term and the lessor sells the equipment as a result.
The purchase commitments on the synthetic equipment and furniture leases assume the leases terminate and are not
renewed, and the Company elects to purchase the assets. The other purchase commitments include contractual
commitments for the purchase of data and open purchase orders for equipment, paper, office supplies and other
items.
The following table shows contingencies or guarantees under which the Company could be required, in certain
circumstances, to make cash payments as of June 30, 2003 (dollars in thousands):
Residual value guarantee on the synthetic
computer equipment and furniture lease $ 23,631
Residual value guarantee on synthetic
aircraft lease 1,759
Residual value guarantee on related party
aircraft lease 4,108
Contingent cash payment on AISS
acquisition 5,000
Contingent escrow cash payment on
Toplander acquisition 2,400
Guarantees on certain partnership and
other loans 5,635
Outstanding letters of credit 11,186
The total loans of the partnerships and other loans, of which the Company guarantees the portion noted above, are
$14.0 million.
While the Company does not have any other material contractual commitments for capital expenditures, minimum
levels of investments in facilities and computer equipment continue to be necessary to support the growth of the
business. It should also be noted that the Company has spent considerable capital over previous years building
25
the AbiliTec infrastructure. It is the Company's current intention generally to lease any new required equipment
to better match cash outflows with customer inflows. In some cases, the Company also sells software and hardware
to clients. In fiscal 2002, the Company changed its policy of billing for these sales under extended payment
terms or notes receivable, which were collectible generally over three years, to up-front payment by the client.
Therefore, the up-front expenditures of cash, which were previously repaid over the life of the agreement, are
now being matched by up-front cash received from the client. In addition, new outsourcing or facilities
management contracts frequently require substantial up-front capital expenditures to acquire or replace existing
assets. Management believes that the Company's existing available debt and cash flow from operations will be
sufficient to meet the Company's working capital and capital expenditure requirements for the foreseeable
future. The Company also evaluates acquisitions from time to time, which may require up-front payments of cash.
Depending on the size of the acquisition it may be necessary to raise additional capital. If additional capital
becomes necessary as a result of any material variance of operating results from projections or from potential
future acquisitions, the Company would first use available borrowing capacity under its revolving credit
agreement, followed by the issuance of debt or equity securities. However, no assurance can be given that the
Company would be able to obtain funding through the issuance of debt or equity securities at terms favorable to
the Company, or that such funding would be available.
For a description of certain risks that could have an impact on results of operations or financial condition,
including liquidity and capital resources, see the "Risk Factors" contained in Part I, Item 1. Business, of the
Company's annual report on Form 10-K for the fiscal year ended March 31, 2003.
Acquisitions and Divestitures
Effective November 26, 2002, the Company acquired certain assets and assumed certain liabilities of Toplander
Corporation ("Toplander"), a data compiler for online marketing efforts. Management believes this acquisition
will enable Acxiom to significantly increase the number of database records used for online marketing efforts and
will provide additional sources of data collection. The acquisition price consisted of cash paid to the sellers
of $5.6 million and contingent consideration that includes up to $2.4 million of additional cash currently in
escrow, shares of the Company's common stock with a fair value of up to $2.0 million, and warrants to purchase
shares of the Company's common stock with a fair value of up to $2.0 million for a total aggregate purchase
price, including contingent consideration, of up to $12.0 million. The Company currently expects that it will be
required to issue the warrants and common stock, but will not be required to issue the additional cash. The
final determination on payment of all the contingent consideration is expected to be made in the quarter ending
September 30, 2003.
Effective August 12, 2002, the Company acquired certain assets and assumed certain liabilities of an employment
screening business owned by Trans Union, LLC ("Trans Union"), a related party. This employment screening
business was incorporated as Acxiom Information Security Systems, Inc. ("AISS") and offers a range of services
including criminal and civil records search, education and reference verification, and other verification
services for its clients. Management believes AISS will provide the Company with additional products and
services and will support the Company's initiatives in the screening, identification and security areas. The
aggregate purchase price of $34.8 million consisted of cash of $7.5 million paid at closing, a note of $2.5
million paid in October 2002, additional cash of $0.2 million paid in October 2002 as a result of purchase price
adjustments, 664,562 shares of common stock valued at $10.5 million and warrants to purchase 1,272,024 shares of
common stock, at an exercise price of $16.32, valued at $14.1 million. If the value of the 664,562 shares of
common stock on August 12, 2003 (twelve months after the closing date) is less than $10.0 million, the Company
will be required to pay additional cash consideration in the amount of the deficit, but not more than $5.0
million, which would be charged to additional paid-in capital. If the value of those shares on August 12, 2003
is greater than $13.0 million, Trans Union will be required to return shares of common stock in the amount of the
excess, but not more than $5.0 million worth of common stock. Accordingly, had this adjustment to the purchase
price been determined as of August 8, 2003, the Company would not be required to pay Trans Union any additional
cash consideration nor would Trans Union be required to return any shares.
Recent Developments
In early August 2003 management determined that Acxiom had experienced an unlawful security breach of its file
transfer protocol ("FTP") server. Beginning August 7, 2003 there have been reports in the news media concerning
this incident. Unauthorized access to certain files occurred as a result of information being exchanged between
Acxiom and a number of clients via the FTP server. Acxiom was among several companies whose security was
26
breached. Law enforcement authorities have arrested and charged a former employee of one of Acxiom's clients.
Acxiom is fully cooperating with the investigation, which involves multiple law enforcement agencies.
Only FTP files on a server located outside of the Acxiom firewall were compromised, and not all FTP files nor all
clients were affected. No internal systems or databases were accessed and there was no breach that penetrated the
Acxiom security firewall. There is no evidence that the files were used or forwarded to other parties. Based on
the facts known to management, the Company does not expect any material adverse effect from this incident.
Acxiom has a longstanding commitment to systems and network security. The Company undergoes internal security
audits on a regular basis, and many clients perform audits on the Company's systems as well. Based on this
incident, however, management plans to be even more aggressive in the future to secure the Company's systems.
The Company has begun an additional comprehensive review of its systems and procedures to guard against similar
incidents in the future.
27
Other Information
In accordance with a data center management agreement dated July 27, 1992 between Acxiom and Trans Union, Acxiom
(through its subsidiary, Acxiom CDC, Inc.) acquired all of Trans Union's interest in its Chicago data center and
agreed to provide Trans Union with various data center management services. In a 1992 letter agreement, Acxiom
agreed to use its best efforts to cause one person designated by Trans Union to be elected to Acxiom's board of
directors. Trans Union designated its CEO and President, Harry C. Gambill, who was appointed to fill a vacancy
on the board in November 1992 and was elected at the 1993 annual meeting of stockholders to serve a three-year
term. He was elected to serve additional three-year terms at the 1996, 1999 and 2002 annual stockholders
meetings. Under a second letter agreement, executed in 1994 in connection with an amendment to the 1992
agreement, which continued the then-current term through 2002, Acxiom agreed to use its best efforts to cause two
people designated by Trans Union to be elected to Acxiom's board of directors. While these undertakings by
Acxiom are in effect until the end of the current term of the agreement, which expires in August 2005, Acxiom has
been notified that Trans Union does not presently intend to designate another individual to serve as director.
Acxiom and Trans Union amended the data center management agreement on October 1, 2002, expanding its scope to
encompass Trans Union's client/server, network and communications infrastructure. This amendment runs concurrent
with the current term of the data center management agreement. In addition to this agreement, the Company has
other contracts with Trans Union related to data, software and other services. Acxiom recorded revenue from
Trans Union of $17.3 million for the quarter ended June 30, 2003 and 12.9 million for the quarter ended June 30,
2002.
Effective April 1, 2002, Acxiom and Trans Union entered into a marketing joint venture that serves as a sales
agent for both parties for certain existing mutual clients. The purpose of the joint venture is to provide
these joint clients with leading-edge solutions that leverage the strengths of both parties. Currently serving a
small number of financial service clients, the joint venture will market substantially all of the products and
services currently offered by Acxiom and Trans Union, as well as any new products and services that may be agreed
upon. If either party determines that its participation in the joint venture is economically disadvantageous, it
may terminate the arrangement after certain negotiation procedures specified in the agreement have occurred. The
net results of operations from this joint venture have not been material.
During the quarter ended June 30, 2003, the Company acquired from Trans Union data to be used in the Company's
products. The $18.3 million cost, of which $6.7 million was paid during the quarter, is included in deferred
costs on the accompanying condensed consolidated balance sheet.
See Item 13 of the Company's annual report on Form 10-K for additional information on certain relationships and
related transactions.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in
the United States. These accounting principles require management to make certain judgments and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. Note 1 to the consolidated financial statements filed as a part of the Company's annual report on Form
10-K includes a summary of significant accounting policies used in the preparation of Acxiom's consolidated
financial statements. In addition, the Management's Discussion and Analysis filed as a part of the Company's
annual report on Form 10-K contains a discussion of policies which management has identified as the most critical
because they require management's use of complex and/or significant judgments. The following paragraphs are
intended to update that discussion only for the critical accounting policies or estimates which have materially
changed since the date of the Company's last annual report.
Valuation of Long-Lived Assets and Goodwill - Long-lived assets and certain identifiable intangibles are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. In cases where cash flows cannot be associated with individual assets, assets
are grouped together in order to associate cash flows with the asset group. If such assets or asset groups
28
are considered to be impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported
at the lower of the carrying amount or fair value less costs to sell.
Goodwill represents the excess of acquisition costs over the fair values of net assets acquired in business
combinations treated as purchase transactions. Under the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," goodwill is not amortized, but is reviewed annually for impairment under a two-part
test. In the event that part one of the impairment test indicates potential impairment of goodwill,
performance of part two of the impairment test is required. Any impairment that results from the
completion of the two-part test is recorded as a charge to operations during the period in which the
impairment test is completed. The Company performs its annual goodwill impairment evaluation as of the
beginning of its fiscal year. The Company has completed part one of an annual, two-part impairment
analysis of its goodwill and has determined that no impairment of its goodwill existed as of April 1,
2003. Accordingly, step two of the goodwill impairment test was not required for fiscal 2004. Changes in
circumstances may require the Company to perform impairment testing on a more frequent basis. No assurance
can be given by the Company that additional impairment tests will not require an impairment charge during
future periods should circumstances indicate that the Company's goodwill balances are impaired.
In completing step one of the test and making the assessment that no potential impairment of the Company's
goodwill existed, management has made a number of estimates and assumptions. In particular, the growth and
discount rates used by management in determining the fair value of each of the Company's reporting units
through a discounted cash flow analysis significantly affect the outcome of the impairment test, as well as
numerous other factors. In performing step one of the impairment analysis, management has used growth
rates ranging from 5 percent up to 15 percent and used a discount rate of twelve percent, representing an
approximation of the Company's weighted-average cost of capital, which resulted in a sizable excess of fair
value over the net assets of each of the Company's reporting units. Assuming the same growth rates, a
discount rate of greater than 17% would be necessary to indicate potential impairment of at least a portion
of the Company's goodwill balances, resulting in the need to proceed to step two of the impairment test.
Assuming the twelve percent discount rate but assuming no growth would also not indicate impairment.
Additionally, the Company has determined that its reporting units should be aggregated up to reportable
segments for use in analyzing its goodwill and assessing any potential impairment thereof, on the basis of
similar economic characteristics in accordance with the guidance in SFAS No. 131 and SFAS No. 142.
However, should a determination be made that such aggregation of some or all of the Company's reporting
units is not appropriate, the results of step one of the goodwill impairment test might indicate that
potential impairment does exist, requiring the Company to proceed to step two of the test and possibly
recording an impairment of its goodwill.
29
New Accounting Pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity." SFAS No. 150 established standards for how entities classify and measure in their
statement of financial position certain financial instruments with characteristics of both liabilities and
equity. The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after
May 31, 2003, and otherwise shall be effective at the beginning of the first fiscal interim period beginning
after June 15, 2003 and reported as a cumulative effect adjustment. The Company does not expect adoption of this
statement, effective July 1, 2003, to have a material impact on its financial position, results of operations or
cash flows.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities." Under the provisions of FIN 46, the underlying assets, liabilities and results of activities of a
large number of variable interest entities ("VIE's") would be required to be consolidated into the financial
statements of a primary beneficiary. All enterprises with variable interests in VIE's created after January 31,
2003 shall apply the provisions of FIN 46 immediately. Entities with a variable interest in VIE's created before
February 1, 2003 shall apply the provisions of FIN 46 no later than the beginning of the first interim or annual
reporting period beginning after June 15, 2003. The Company will be required to apply the provisions of FIN 46
to its consolidated financial statements no later than July 1, 2003. Since the Company has terminated its real
estate synthetic lease arrangement, management expects no material impact from applying the provisions of FIN 46.
On November 21, 2002, the EITF reached a final consensus on Issue No. 00-21, "Revenue Arrangements with Multiple
Elements." EITF 00-21 provides guidance on (a) how arrangement consideration should be measured, (b) whether
the arrangement should be divided into separate units of accounting, and (c) how the arrangement consideration
should be allocated among the separate units of accounting. EITF 00-21 also requires disclosure of the
accounting policy for recognition of revenue from multiple-deliverable arrangements and the description and
nature of such arrangements. The guidance of EITF 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. Alternatively, EITF 00-21's guidance may be accounted for and
reported as a cumulative-effect adjustment. The Company does not expect that applying the guidance of EITF 00-21
to its multiple element arrangements will have a material impact on its financial position, results of operations
or cash flows.
Forward-looking Statements
This document and other written reports and oral statements made from time to time by Acxiom and its
representatives contain forward-looking statements. These statements, which are not statements of historical
fact, may contain estimates, assumptions, projections and/or expectations regarding the Company's financial
position, results of operations, market position, product development, growth opportunities, economic conditions,
and other similar forecasts and statements of expectation. The Company generally indicates these statements by
words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "foresee," and similar
words or phrases. These forward-looking statements are not guarantees of future performance and are subject to a
number of factors and uncertainties that could cause the Company's actual results and experiences to differ
materially from the anticipated results and expectations expressed in such forward-looking
statements.
The factors and uncertainties that could cause actual results to differ materially from those expressed in, or
implied by, the forward-looking statements include but are not limited to the following:
o the complexity and uncertainty regarding the development of new high technologies;
o the possible loss of market share through competition or the acceptance of the Company's technological
offerings on a less rapid basis than expected;
o the possibility that certain contracts may not be closed or close within the anticipated time frames;
o the possibility that certain contracts may not generate the anticipated revenue or profitability;
30
o the possibility that economic or other conditions, including recent world events such as the wars in
Afghanistan and Iraq and the continuing threats of terrorism, might continue to have a negative impact
upon the economy in general and upon the Company's business as well, leading to a reduction in demand
for Acxiom's products and services;
o the possibility that the current economic slowdown may worsen and/or persist for an unpredictable period
of time;
o the possibility that economic conditions will not improve as expected;
o the possibility that significant clients may experience extreme, severe economic difficulty;
o the possibility that the fair value of certain assets of the Company may not be equal to the carrying
value of those assets now or in future time periods;
o the possibility that sales cycles may lengthen;
o the continued ability to attract and retain qualified technical and leadership associates and the
possible loss of associates to other organizations;
o the ability to properly motivate Acxiom's sales force and other associates;
o the ability to achieve cost reductions and avoid unanticipated costs;
o the continued availability of credit upon satisfactory terms and conditions;
o the introduction of competent, competitive products, technologies or services by other companies;
o changes in consumer or business information industries and markets;
o the Company's ability to protect proprietary information and technology or to obtain necessary licenses
on commercially reasonable terms;
o the difficulties encountered when entering new markets or industries;
o changes in the legislative, accounting, regulatory and consumer environments affecting the Company's
business, including but not limited to litigation, legislation, regulations and customs relating to
Acxiom's ability to collect, manage, aggregate and use data;
o the possibility that data suppliers might withdraw data from the Company, leading to the Company's
inability to provide certain products and services;
o the effect of short-term contracts on the predictability of the Company's revenues or the possibility
that clients may cancel or modify their agreements with the Company;
o the possibility that the amount of ad hoc project work will not be as expected;
o the potential loss of data center capacity or interruption of telecommunication links or power sources;
o postal rate increases that could lead to reduced volumes of business;
o the potential disruption of the services of the United States Postal Service, their global counterparts
and other delivery systems;
o the successful integration of any acquired businesses;
31
o with respect to the providing of products or services outside the Company's primary base of operations
in the United States, all of the above factors and the difficulty of doing business in numerous
sovereign jurisdictions due to differences in culture, laws and regulations; and
o other competitive factors.
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance
on any forward-looking statements. Acxiom undertakes no obligation to publicly update or revise any
forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise.
32
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Acxiom's earnings are affected by changes in short-term interest rates primarily as a result of its revolving
credit agreement, which bears interest at a floating rate. Acxiom does not use derivative or other financial
instruments to mitigate the interest rate risk. Risk can be estimated by measuring the impact of a near-term
adverse movement of 10% in short-term market interest rates. If short-term market interest rates average 10%
more during the next four quarters than during the previous four quarters, there would be no material adverse
impact on Acxiom's results of operations. Acxiom has no material future earnings or cash flow expenses from
changes in interest rates related to its other long-term debt obligations as substantially all of Acxiom's
remaining long-term debt instruments have fixed rates. At both June 30, 2003 and March 31, 2003, the fair value
of Acxiom's fixed rate long-term obligations approximated carrying value.
Although Acxiom conducts business in foreign countries, principally the United Kingdom, foreign currency
translation gains and losses are not material to Acxiom's consolidated financial position, results of operations
or cash flows. Accordingly, Acxiom is not currently subject to material foreign exchange rate risks from the
effects that exchange rate movements of foreign currencies would have on Acxiom's future costs or on future cash
flows it would receive from its foreign investment. To date, Acxiom has not entered into any foreign currency
forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in
foreign currency exchange rates.
33
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
An evaluation as of the end of the period covered by this quarterly report was carried out under the
supervision and with the participation of the Company's management, including the Company Leader (Chief
Executive Officer) and Financial Operations Leader (Chief Financial Officer), of the effectiveness of
the design and operation of the Company's "disclosure controls and procedures," which are defined under
SEC rules as controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the Exchange Act is recorded,
processed, summarized and reported within required time periods. Based upon that evaluation, the
Company Leader and Financial Operations Leader concluded that the Company's disclosure controls and
procedures were effective.
(b) Changes in Internal Control over Financial Reporting
The Company's management, including the Company Leader (Chief Executive Officer) and the Financial
Operations Leader (Chief Financial Officer), has evaluated any changes in the Company's internal control
over financial reporting that occurred during the quarterly period covered by this report, and has
concluded that there was no change during the quarterly period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's internal control over
financial reporting.
34
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various claims and litigation matters that arise in the ordinary course of
the business. None of these, however, are believed to be material in their nature or scope.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed with this Report:
31.1 Certification of Company Leader (principal executive officer) pursuant to SEC Rule 13a-14(a)/15d-14(a),
as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Company Financial Operations Leader (principal financial and accounting officer)
pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of Company Leader (principal executive officer) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Company Financial Operations Leader (principal financial and accounting
officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
A report was furnished on July 11, 2003, which reported that the Company announced that it
expected to achieve its revenue and earnings guidance for the first quarter of fiscal 2004
ended June 30, 2003, and reaffirmed its revenue, earnings per share and free cash flow guidance
for fiscal 2004 ending March 31, 2004.
A report was furnished on July 23, 2003, which reported that the Company announced the results
of its financial performance for the quarter ending June 30, 2003.
35
ACXIOM CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
Acxiom Corporation
Dated: August 11, 2003
By: /s/ Jefferson D. Stalnaker
--------------------------------------------------
(Signature)
Jefferson D. Stalnaker
Company Financial Operations Leader
(principal financial and accounting officer)
36
EXHIBIT 31.1
CERTIFICATION
I, Charles D. Morgan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Acxiom Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Dated: August 11, 2003
By: /s/ Charles D. Morgan
------------------------------------------------------
(Signature)
Charles D. Morgan
Company Leader
(principal executive officer)
2
EXHIBIT 31.2
CERTIFICATION
I, Jefferson D. Stalnaker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Acxiom Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Dated: August 11, 2003
By: /s/ Jefferson D. Stalnaker
----------------------------------------------
(Signature)
Jefferson D. Stalnaker
Company Financial Operations Leader
(principal financial and accounting officer)
2
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Acxiom Corporation (the Company) on Form 10-Q for the
period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report),
I, Charles D. Morgan, Company Leader (principal executive officer) of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.
/s/ Charles D. Morgan
- -----------------------------------------
Charles D. Morgan
Company Leader
(principal executive officer)
August 11, 2003
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Acxiom Corporation (the Company) on Form 10-Q for the
period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report),
I, Jefferson D. Stalnaker, Financial Operations Leader (principal financial and accounting officer) of the
Company, certify, pursuant to 18 U.S.C. & 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
to my knowledge, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.
/s/ Jefferson D. Stalnaker
- --------------------------------------------
Jefferson D. Stalnaker
Company Financial Operations Leader
(principal financial and accounting officer)
August 11, 2003