UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
|
|||
FORM
8-K
|
|||
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
|||
Date
of report (Date of earliest event reported): January 28,
2010
|
|||
ACXIOM
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
|||
DELAWARE
(State
or Other Jurisdiction of Incorporation)
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|||
0-13163
|
71-0581897
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||
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
601
E. Third St., Little Rock, Arkansas
|
72201
|
||
(Address
of Principal Executive Offices)
|
(Zip
Code)
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||
501-342-1000
|
|||
(Registrant’s
Telephone Number, Including Area Code)
|
|||
Not
Applicable
|
|||
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release of the Company dated January 28, 2010 announcing third quarter
earnings for fiscal year 2010.
|
ACXIOM
CORPORATION
|
|
By: /s/ Jerry C. Jones
|
|
Name: Jerry
C. Jones
Title: Chief
Legal Officer & Sr. Vice
President
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release of the Company dated January 28, 2010 announcing third quarter
earnings for fiscal year 2010.
|
·
|
Earnings per diluted
share of $0.18 in the third quarter of fiscal 2010, compared to
loss per diluted share of $0.15 in the third quarter of fiscal 2009. The
prior year results included $0.36 in unusual items. Excluding the effect
of the unusual items, diluted earnings per share in the prior-year period
were $0.21.
|
·
|
Income from operations
of $29.9 million in the current-year third quarter, compared to loss from
operations of $8.6 million in the third quarter last year. The prior-year
loss from operations included $43.2 million in unusual loss items. Before
the effect of the unusual loss items income from operations for the
prior-year third quarter would have been $34.6
million.
|
·
|
Revenue of $283.8
million in the current quarter, compared to $301.0 million, excluding an
Information Products pass-through contract (approximately $20.1 million),
in the third quarter a year ago. GAAP revenue, including the pass-through
revenue in the prior quarter, was $321.1 million. This contract was
modified in the fourth quarter of fiscal 2009, and the company no longer
recognizes pass-through revenue from this
contract.
|
·
|
Operating cash flow of
$74.5 million compared to $78.9 million in the third quarter a year
ago.
|
·
|
Free cash flow available to
equity of $49.0 million, compared to $46.8 million in the third
quarter a year ago. Free cash flow available to equity is a non-GAAP
financial measure; a reconciliation to the comparable GAAP measure,
operating cash flow, is attached to this news
release.
|
·
|
Information Services:
Revenue for the quarter was $218.3 million, compared to $231.1
million in the third quarter of the previous year. Income from operations
for the quarter was $27.6 million, compared to $30.4 million in the third
quarter of fiscal 2009.
|
·
|
Information Products:
Revenue for the quarter was $65.5 million, compared with $69.9 million,
excluding the pass-through revenue of approximately $20.1 million from the
Information Products contract referenced above, in the third quarter a
year ago. GAAP revenue, including the pass-through revenue in the prior
quarter, was $90.0 million. This contract was modified in the fourth
quarter of fiscal 2009, and the company no longer recognizes pass-through
revenue from this contract. Income from operations for the quarter was
$2.8 million, compared to income from operations of $4.2 million in the
third quarter of the previous year.
|
·
|
Earnings per diluted share
of $0.35 for the current year nine-month period compared to
earnings per diluted share of $0.19 in the comparable nine-month period
last year. Excluding unusual loss items of $0.33, diluted earnings per
share for the nine-month period of fiscal 2009 were
$0.52.
|
·
|
Income from operations
of $63.6 million for the first nine months of fiscal year 2010,
compared to $51.3 million in the comparable nine-month period of fiscal
2009. Income from operations for the prior year, excluding unusual loss
items of $40.3 million, was $91.5
million.
|
·
|
Revenue of $810.9
million in the current nine-month period, compared to $917.2 million,
excluding revenue from an Information Products pass-through contract of
approximately $63.8 million in the prior year. GAAP revenue, including the
pass-through revenues in the prior year, was $981.1 million. This contract
was modified in the fourth quarter of fiscal 2009, and the company no
longer recognizes pass-through revenue from this
contract.
|
·
|
Operating cash flow of
$151.4 million in the current fiscal year nine-month period compared to
$194.2 million in the prior year nine-month
period.
|
·
|
Free cash flow available to
equity of $65.2 million for the nine months ended December 31,
2009. For the nine-month period ended December 31, 2008 free
cash flow available to equity was $108.7 million, including unusual and
one-time items of $26.8 million, including $24.2 million in proceeds
received from the sale of company-owned real estate. Free cash flow
available to equity is a non-GAAP financial measure; reconciliation to the
comparable GAAP measure, operating cash flow, is attached to this news
release.
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||||
(Unaudited)
|
||||||||||
(Dollars
in thousands, except earnings per share)
|
||||||||||
For
the Three Months Ended
|
||||||||||
December
31,
|
||||||||||
$
|
%
|
|||||||||
2009
|
2008
|
Variance
|
Variance
|
|||||||
Revenue:
|
||||||||||
Services
|
218,340
|
231,077
|
(12,737)
|
(5.5%)
|
||||||
Products
|
65,467
|
89,979
|
(24,512)
|
(27.2%)
|
||||||
Total
revenue
|
283,807
|
321,056
|
(37,249)
|
(11.6%)
|
||||||
Operating
costs and expenses:
|
||||||||||
Cost
of revenue
|
||||||||||
Services
|
163,206
|
173,433
|
10,227
|
5.9%
|
||||||
Products
|
46,727
|
70,487
|
23,760
|
33.7%
|
||||||
Total
cost of revenue
|
209,933
|
243,920
|
33,987
|
13.9%
|
||||||
Services
gross margin
|
25.3%
|
24.9%
|
||||||||
Products
gross margin
|
28.6%
|
21.7%
|
||||||||
Total
gross margin
|
26.0%
|
24.0%
|
||||||||
Selling,
general and administrative
|
43,477
|
42,560
|
(917)
|
(2.2%)
|
||||||
Gains,
losses and other items, net
|
538
|
43,175
|
42,637
|
98.8%
|
||||||
Total
operating costs and expenses
|
253,948
|
329,655
|
75,707
|
23.0%
|
||||||
Income
from operations
|
29,859
|
(8,599)
|
38,458
|
447.2%
|
||||||
Other
income (expense):
|
||||||||||
Interest
expense
|
(5,687)
|
(8,105)
|
2,418
|
29.8%
|
||||||
Other,
net
|
198
|
140
|
58
|
41.4%
|
||||||
Total
other income (expense)
|
(5,489)
|
(7,965)
|
2,476
|
31.1%
|
||||||
Earnings
(loss) before income taxes
|
24,370
|
(16,564)
|
40,934
|
247.1%
|
||||||
Income
taxes
|
10,212
|
(5,115)
|
(15,327)
|
(299.6%)
|
||||||
Net
earnings (loss)
|
14,158
|
(11,449)
|
25,607
|
223.7%
|
||||||
Less:
Net earnings (loss) attributable to noncontrolling
interest
|
(104)
|
-
|
(104)
|
-
|
||||||
Net
earnings (loss) attributable to Acxiom
|
14,262
|
(11,449)
|
25,711
|
224.6%
|
||||||
Earnings
(loss) per share:
|
||||||||||
Basic
|
0.18
|
(0.15)
|
0.33
|
220.0%
|
||||||
Diluted
|
0.18
|
(0.15)
|
0.33
|
220.0%
|
||||||
Earnings
(loss) per share attributable to Acxiom stockholders:
|
||||||||||
Basic
|
0.18
|
(0.15)
|
0.33
|
220.0%
|
||||||
Diluted
|
0.18
|
(0.15)
|
0.33
|
220.0%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||||
(Unaudited)
|
||||||||||
(Dollars
in thousands, except earnings per share)
|
||||||||||
For
the Nine Months Ended
|
||||||||||
December
31,
|
||||||||||
$
|
%
|
|||||||||
2009
|
2008
|
Variance
|
Variance
|
|||||||
Revenue:
|
||||||||||
Services
|
627,879
|
701,377
|
(73,498)
|
(10.5%)
|
||||||
Products
|
183,014
|
279,687
|
(96,673)
|
(34.6%)
|
||||||
Total
revenue
|
810,893
|
981,064
|
(170,171)
|
(17.3%)
|
||||||
Operating
costs and expenses:
|
||||||||||
Cost
of revenue
|
||||||||||
Services
|
488,574
|
533,280
|
44,706
|
8.4%
|
||||||
Products
|
138,775
|
225,242
|
86,467
|
38.4%
|
||||||
Total
cost of revenue
|
627,349
|
758,522
|
131,173
|
17.3%
|
||||||
Services
gross margin
|
22.2%
|
24.0%
|
||||||||
Products
gross margin
|
24.2%
|
19.5%
|
||||||||
Total
gross margin
|
22.6%
|
22.7%
|
||||||||
Selling,
general and administrative
|
119,084
|
131,030
|
11,946
|
9.1%
|
||||||
Gains,
losses and other items, net
|
858
|
40,260
|
39,402
|
97.9%
|
||||||
Total
operating costs and expenses
|
747,291
|
929,812
|
182,521
|
19.6%
|
||||||
Income
from operations
|
63,602
|
51,252
|
12,350
|
24.1%
|
||||||
Other
income (expense):
|
||||||||||
Interest
expense
|
(16,615)
|
(26,155)
|
9,540
|
36.5%
|
||||||
Other,
net
|
303
|
1,786
|
(1,483)
|
(83.0%)
|
||||||
Total
other income (expense)
|
(16,312)
|
(24,369)
|
8,057
|
33.1%
|
||||||
Earnings
before income taxes
|
47,290
|
26,883
|
20,407
|
75.9%
|
||||||
Income
taxes
|
19,493
|
11,829
|
(7,664)
|
(64.8%)
|
||||||
Net
earnings
|
27,797
|
15,054
|
12,743
|
84.6%
|
||||||
Less:
Net earnings attributable to noncontrolling interest
|
(104)
|
-
|
(104)
|
-
|
||||||
Net
earnings attributable to Acxiom
|
27,901
|
15,054
|
12,847
|
85.3%
|
||||||
Earnings
per share:
|
||||||||||
Basic
|
0.35
|
0.19
|
0.16
|
84.2%
|
||||||
Diluted
|
0.35
|
0.19
|
0.16
|
84.2%
|
||||||
Earnings
per share attributable to Acxiom stockholders:
|
||||||||||
Basic
|
0.35
|
0.19
|
0.16
|
84.2%
|
||||||
Diluted
|
0.35
|
0.19
|
0.16
|
84.2%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||
CALCULATION
OF EARNINGS PER SHARE
|
|||||||
(Unaudited)
|
|||||||
(In
thousands, except earnings per share)
|
|||||||
For
the Three Months Ended
|
|||||||
December
31,
|
December
31,
|
||||||
2009
|
2008
|
||||||
Basic
earnings per share:
|
|||||||
Numerator
- net earnings (loss)
|
14,158
|
(11,449)
|
|||||
Denominator
- weighted-average shares outstanding
|
79,068
|
78,086
|
|||||
Basic
earnings (loss) per share
|
0.18
|
(0.15)
|
|||||
Diluted
earnings per share:
|
|||||||
Numerator
- net earnings (loss)
|
14,158
|
(11,449)
|
|||||
Denominator
- weighted-average shares outstanding
|
79,068
|
78,086
|
|||||
Dilutive
effect of common stock options, warrants and restricted
stock
|
802
|
-
|
|||||
79,870
|
78,086
|
||||||
Diluted
earnings (loss) per share
|
0.18
|
(0.15)
|
|||||
Basic
earnings per share attributable to Acxiom stockholders:
|
|||||||
Numerator
- net earnings (loss) attributable to Acxiom
|
14,262
|
(11,449)
|
|||||
Denominator
- weighted-average shares outstanding
|
79,068
|
78,086
|
|||||
Basic
earnings (loss) per share attributable to Acxiom
stockholders
|
0.18
|
(0.15)
|
|||||
Diluted
earnings per share attributable to Acxiom stockholders:
|
|||||||
Numerator
- net earnings (loss) attributable to Acxiom
|
14,262
|
(11,449)
|
|||||
Denominator
- weighted-average shares outstanding
|
79,068
|
78,086
|
|||||
Dilutive
effect of common stock options, warrants and restricted
stock
|
802
|
-
|
|||||
79,870
|
78,086
|
||||||
Diluted
earnings (loss) per share attributable to Acxiom
stockholders
|
0.18
|
(0.15)
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||
CALCULATION
OF EARNINGS PER SHARE
|
|||||||
(Unaudited)
|
|||||||
(In
thousands, except earnings per share)
|
|||||||
For
the Nine Months Ended
|
|||||||
December
31,
|
December
31,
|
||||||
2009
|
2008
|
||||||
Basic
earnings per share:
|
|||||||
Numerator
- net earnings
|
27,797
|
15,054
|
|||||
Denominator
- weighted-average shares outstanding
|
78,883
|
77,735
|
|||||
Basic
earnings per share
|
0.35
|
0.19
|
|||||
Diluted
earnings per share:
|
|||||||
Numerator
- net earnings
|
27,797
|
15,054
|
|||||
Denominator
- weighted-average shares outstanding
|
78,883
|
77,735
|
|||||
Dilutive
effect of common stock options, warrants and restricted
stock
|
537
|
345
|
|||||
79,420
|
78,080
|
||||||
Diluted
earnings per share
|
0.35
|
0.19
|
|||||
Basic
earnings per share attributable to Acxiom stockholders:
|
|||||||
Numerator
- net earnings attributable to Acxiom
|
27,901
|
15,054
|
|||||
Denominator
- weighted-average shares outstanding
|
78,883
|
77,735
|
|||||
Basic
earnings per share attributable to Acxiom stockholders
|
0.35
|
0.19
|
|||||
Diluted
earnings per share attributable to Acxiom stockholders:
|
|||||||
Numerator
- net earnings attributable to Acxiom
|
27,901
|
15,054
|
|||||
Denominator
- weighted-average shares outstanding
|
78,883
|
77,735
|
|||||
Dilutive
effect of common stock options, warrants and restricted
stock
|
537
|
345
|
|||||
79,420
|
78,080
|
||||||
Diluted
earnings per share attributable to Acxiom stockholders
|
0.35
|
0.19
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||
RESULTS
BY SEGMENT
|
|||||||
(Unaudited)
|
|||||||
(Dollars
in thousands)
|
|||||||
For
the Three Months Ended
|
|||||||
December
31,
|
December
31,
|
||||||
Revenue:
|
2009
|
2008
|
|||||
Information
services
|
218,340
|
231,077
|
|||||
Information
products
|
65,467
|
89,979
|
|||||
Total
revenue
|
283,807
|
321,056
|
|||||
Income
from operations:
|
|||||||
Information
services
|
27,565
|
30,358
|
|||||
Information
products
|
2,832
|
4,218
|
|||||
Other
|
(538)
|
(43,175)
|
|||||
Total
income from operations
|
29,859
|
(8,599)
|
|||||
Margin:
|
|||||||
Information
services
|
12.6%
|
13.1%
|
|||||
Information
products
|
4.3%
|
4.7%
|
|||||
Total
margin
|
10.5%
|
-2.7%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||
RESULTS
BY SEGMENT
|
|||||||
(Unaudited)
|
|||||||
(Dollars
in thousands)
|
|||||||
For
the Nine Months Ended
|
|||||||
December
31,
|
December
31,
|
||||||
Revenue:
|
2009
|
2008
|
|||||
Information
services
|
627,879
|
701,377
|
|||||
Information
products
|
183,014
|
279,687
|
|||||
Total
revenue
|
810,893
|
981,064
|
|||||
Income
from operations:
|
|||||||
Information
services
|
63,374
|
84,524
|
|||||
Information
products
|
1,086
|
6,988
|
|||||
Other
|
(858)
|
(40,260)
|
|||||
Total
income from operations
|
63,602
|
51,252
|
|||||
Margin:
|
|||||||
Information
services
|
10.1%
|
12.1%
|
|||||
Information
products
|
0.6%
|
2.5%
|
|||||
Total
margin
|
7.8%
|
5.2%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
||||||||
PRODUCTS
REVENUE AND COST OF PRODUCTS SUPPLEMENTAL SCHEDULE
|
||||||||
(Unaudited)
|
||||||||
(Dollars
in thousands)
|
||||||||
For
the Three Months Ended
|
||||||||
December
31,
|
December
31,
|
$
|
%
|
|||||
2009
|
2008
|
Variance
|
Variance
|
|||||
Products
|
65,467
|
69,892
|
(4,425)
|
(6.3%)
|
||||
Passthrough
data
|
-
|
20,087
|
(20,087)
|
(100.0%)
|
||||
Total
products revenue
|
65,467
|
89,979
|
(24,512)
|
(27.2%)
|
||||
Cost
of products revenue:
|
||||||||
Products
|
46,727
|
50,400
|
3,673
|
7.3%
|
||||
Passthrough
data
|
-
|
20,087
|
20,087
|
100.0%
|
||||
Total
cost of products
|
46,727
|
70,487
|
23,760
|
33.7%
|
||||
Margin:
|
||||||||
Products
|
28.6%
|
27.9%
|
||||||
Passthrough
data
|
-
|
0.0%
|
||||||
Total
products
|
28.6%
|
21.7%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
||||||||
PRODUCTS
REVENUE AND COST OF PRODUCTS SUPPLEMENTAL SCHEDULE
|
||||||||
(Unaudited)
|
||||||||
(Dollars
in thousands)
|
||||||||
For
the Nine Months Ended
|
||||||||
December
31,
|
December
31,
|
$
|
%
|
|||||
2009
|
2008
|
Variance
|
Variance
|
|||||
Products
|
183,014
|
215,838
|
(32,824)
|
(15.2%)
|
||||
Passthrough
data
|
-
|
63,849
|
(63,849)
|
(100.0%)
|
||||
Total
products revenue
|
183,014
|
279,687
|
(96,673)
|
(34.6%)
|
||||
Cost
of products revenue:
|
||||||||
Products
|
138,775
|
161,393
|
22,618
|
14.0%
|
||||
Passthrough
data
|
-
|
63,849
|
63,849
|
100.0%
|
||||
Total
cost of products
|
138,775
|
225,242
|
86,467
|
38.4%
|
||||
Margin:
|
||||||||
Products
|
24.2%
|
25.2%
|
||||||
Passthrough
data
|
-
|
0.0%
|
||||||
Total
products
|
24.2%
|
19.5%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||
(Unaudited)
|
||||||
(Dollars
in thousands)
|
||||||
December
31,
|
March
31,
|
$
|
%
|
|||
2009
|
2009
|
Variance
|
Variance
|
|||
Assets
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
200,582
|
177,166
|
23,416
|
13.2%
|
||
Trade
accounts receivable, net
|
180,546
|
184,814
|
(4,268)
|
(2.3%)
|
||
Refundable
income taxes
|
-
|
4,579
|
(4,579)
|
(100.0%)
|
||
Deferred
income taxes
|
45,481
|
45,641
|
(160)
|
(0.4%)
|
||
Other
current assets
|
46,042
|
46,873
|
(831)
|
(1.8%)
|
||
Total
current assets
|
472,651
|
459,073
|
13,578
|
3.0%
|
||
Property
and equipment
|
797,029
|
745,999
|
51,030
|
6.8%
|
||
Less
- accumulated depreciation and amortization
|
576,050
|
531,410
|
44,640
|
8.4%
|
||
Property
and equipment, net
|
220,979
|
214,589
|
6,390
|
3.0%
|
||
Software,
net of accumulated amortization
|
43,077
|
52,798
|
(9,721)
|
(18.4%)
|
||
Goodwill
|
474,597
|
454,944
|
19,653
|
4.3%
|
||
Purchased
software licenses, net of accumulated amortization
|
51,499
|
65,341
|
(13,842)
|
(21.2%)
|
||
Deferred
costs, net
|
71,512
|
70,343
|
1,169
|
1.7%
|
||
Data
acquisition costs
|
24,871
|
31,317
|
(6,446)
|
(20.6%)
|
||
Other
assets, net
|
18,366
|
18,938
|
(572)
|
(3.0%)
|
||
1,377,552
|
1,367,343
|
10,209
|
0.7%
|
|||
Liabilities and Stockholders'
Equity
|
||||||
Current
liabilities:
|
||||||
Current
installments of long-term debt
|
41,485
|
40,967
|
518
|
1.3%
|
||
Trade
accounts payable
|
23,575
|
27,701
|
(4,126)
|
(14.9%)
|
||
Accrued
payroll and related expenses
|
28,105
|
44,823
|
(16,718)
|
(37.3%)
|
||
Other
accrued expenses
|
85,769
|
86,072
|
(303)
|
(0.4%)
|
||
Deferred
revenue
|
57,426
|
54,991
|
2,435
|
4.4%
|
||
Income
taxes
|
121
|
-
|
121
|
-
|
||
Total
current liabilities
|
236,481
|
254,554
|
(18,073)
|
(7.1%)
|
||
Long-term
debt
|
483,846
|
537,272
|
(53,426)
|
(9.9%)
|
||
Deferred
income taxes
|
79,505
|
58,526
|
20,979
|
35.8%
|
||
Other
liabilities
|
10,588
|
9,321
|
1,267
|
13.6%
|
||
Stockholders'
equity:
|
||||||
Common
stock
|
11,625
|
11,576
|
49
|
0.4%
|
||
Additional
paid-in capital
|
810,236
|
800,094
|
10,142
|
1.3%
|
||
Retained
earnings
|
469,851
|
441,950
|
27,901
|
6.3%
|
||
Accumulated
other comprehensive income
|
9,638
|
(6,238)
|
15,876
|
(254.5%)
|
||
Treasury
stock, at cost
|
(738,601)
|
(739,712)
|
1,111
|
(0.2%)
|
||
Total
Acxiom stockholders' equity
|
562,749
|
507,670
|
55,079
|
(2)
|
||
Noncontrolling
interest
|
4,383
|
-
|
4,383
|
-
|
||
Total
equity
|
567,132
|
507,670
|
59,462
|
11.7%
|
||
1,377,552
|
1,367,343
|
10,209
|
0.7%
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||
(Unaudited)
|
|||
(Dollars
in thousands)
|
|||
For
the Three Months Ended
|
|||
December
31,
|
|||
2009
|
2008
|
||
Cash
flows from operating activities:
|
|||
Net
earnings (loss)
|
14,158
|
(11,449)
|
|
Non-cash
operating activities:
|
|||
Depreciation
and amortization
|
43,170
|
49,677
|
|
Loss
on disposal or impairment of assets, net
|
403
|
25,896
|
|
Deferred
income taxes
|
14,381
|
(2,784)
|
|
Non-cash
stock compensation expense
|
2,638
|
1,807
|
|
Changes
in operating assets and liabilities:
|
|||
Accounts
receivable
|
1,814
|
1,958
|
|
Other
assets
|
8,452
|
(6,940)
|
|
Deferred
costs
|
(12,037)
|
(918)
|
|
Accounts
payable and other liabilities
|
(6,109)
|
21,107
|
|
Deferred
revenue
|
7,639
|
559
|
|
Net
cash provided by operating activities
|
74,509
|
78,913
|
|
Cash
flows from investing activities:
|
|||
Sale
of assets
|
1,058
|
-
|
|
Capitalized
software
|
(1,846)
|
(3,872)
|
|
Capital
expenditures
|
(9,479)
|
(6,232)
|
|
Data
acquisition costs
|
(5,450)
|
(7,825)
|
|
Payment
for investments
|
(1,000)
|
-
|
|
Net
cash paid in acquisitions
|
(3,785)
|
(2,700)
|
|
Net
cash used by investing activities
|
(20,502)
|
(20,629)
|
|
Cash
flows from financing activities:
|
|||
Payments
of debt
|
(17,316)
|
(14,193)
|
|
Fees
for debt refinancing
|
(4,563)
|
-
|
|
Sale
of common stock
|
351
|
2,447
|
|
Tax
benefit of stock options exercised
|
-
|
-
|
|
Acquisition
of treasury stock
|
-
|
(655)
|
|
Noncontrolling
interests equity contributions
|
457
|
-
|
|
Net
cash used by financing activities
|
(21,071)
|
(12,401)
|
|
Effect
of exchange rate changes on cash
|
12
|
(1,178)
|
|
Net
increase in cash and cash equivalents
|
32,948
|
44,705
|
|
Cash
and cash equivalents at beginning of period
|
167,634
|
93,370
|
|
Cash
and cash equivalents at end of period
|
200,582
|
138,075
|
|
Supplemental
cash flow information:
|
|||
Cash
paid (received) during the period for:
|
|||
Interest
|
6,221
|
8,047
|
|
Income
taxes
|
(4,190)
|
2,901
|
|
Payments
on capital leases and installment payment arrangements
|
7,309
|
9,033
|
|
Payments
on software and data license liabilities
|
416
|
3,099
|
|
Other
debt payments, excluding line of credit
|
2,091
|
2,061
|
|
Prepayment
of debt
|
7,500
|
-
|
|
Noncash
investing and financing activities:
|
|||
Acquisition
of property and equipment under capital lease
|
|||
and
installment payment arrangements
|
7,860
|
2,233
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||
(Unaudited)
|
|||
(Dollars
in thousands)
|
|||
For
the Nine Months Ended
|
|||
December
31,
|
|||
2009
|
2008
|
||
Cash
flows from operating activities:
|
|||
Net
earnings
|
27,797
|
15,054
|
|
Non-cash
operating activities:
|
|||
Depreciation
and amortization
|
124,912
|
154,297
|
|
Loss
on disposal or impairment of assets, net
|
410
|
22,654
|
|
Deferred
income taxes
|
23,100
|
5,069
|
|
Non-cash
stock compensation expense
|
8,288
|
8,040
|
|
Changes
in operating assets and liabilities:
|
|||
Accounts
receivable
|
5
|
(9,377)
|
|
Other
assets
|
11,913
|
13,875
|
|
Deferred
costs
|
(15,381)
|
(2,986)
|
|
Accounts
payable and other liabilities
|
(31,214)
|
(6,222)
|
|
Deferred
revenue
|
1,548
|
(6,215)
|
|
Net
cash provided by operating activities
|
151,378
|
194,189
|
|
Cash
flows from investing activities:
|
|||
Sale
of assets
|
1,058
|
24,174
|
|
Capitalized
software
|
(6,661)
|
(13,001)
|
|
Capital
expenditures
|
(31,372)
|
(19,183)
|
|
Cash
collected from sale and license of software
|
-
|
2,000
|
|
Data
acquisition costs
|
(14,231)
|
(22,954)
|
|
Payment
from (for) investments
|
(1,000)
|
2,596
|
|
Net
cash paid in acquisitions
|
(3,428)
|
(15,403)
|
|
Net
cash used by investing activities
|
(55,634)
|
(41,771)
|
|
Cash
flows from financing activities:
|
|||
Payments
of debt
|
(72,442)
|
(73,694)
|
|
Fees
for debt refinancing
|
(4,563)
|
-
|
|
Dividends
paid
|
-
|
(9,312)
|
|
Sale
of common stock
|
3,014
|
8,362
|
|
Tax
benefit of stock options exercised
|
-
|
115
|
|
Acquisition
of treasury stock
|
(307)
|
(655)
|
|
Noncontrolling
interests equity contributions
|
457
|
-
|
|
Net
cash used by financing activities
|
(73,841)
|
(75,184)
|
|
Effect
of exchange rate changes on cash
|
1,513
|
(1,820)
|
|
Net
increase in cash and cash equivalents
|
23,416
|
75,414
|
|
Cash
and cash equivalents at beginning of period
|
177,166
|
62,661
|
|
Cash
and cash equivalents at end of period
|
200,582
|
138,075
|
|
Supplemental
cash flow information:
|
|||
Cash
paid (received) during the period for:
|
|||
Interest
|
16,807
|
24,468
|
|
Income
taxes
|
(8,450)
|
(3,029)
|
|
Payments
on capital leases and installment payment arrangements
|
22,607
|
33,116
|
|
Payments
on software and data license liabilities
|
6,134
|
19,887
|
|
Other
debt payments, excluding line of credit
|
6,201
|
6,191
|
|
Prepayment
of debt
|
37,500
|
14,500
|
|
Noncash
investing and financing activities:
|
|||
Acquisition
of property and equipment under capital lease
|
|||
and
installment payment arrangements
|
18,247
|
7,892
|
|
Software
licenses and maintenance acquired under software
obligation
|
611
|
1,546
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||||||
CALCULATION
OF FREE CASH FLOW AVAILABLE TO EQUITY
|
|||||||||||
AND
RECONCILIATION TO OPERATING CASH FLOW
|
|||||||||||
(Unaudited)
|
|||||||||||
(Dollars
in thousands)
|
|||||||||||
06/30/08
|
09/30/08
|
12/31/08
|
03/31/09
|
FY2009
|
06/30/09
|
09/30/09
|
12/31/09
|
FY2010
|
|||
Net
cash provided by operating activities
|
28,473
|
86,803
|
78,913
|
74,652
|
268,841
|
16,166
|
60,703
|
74,509
|
151,378
|
||
Plus:
|
|||||||||||
Sale
of assets
|
-
|
24,174
|
-
|
-
|
24,174
|
-
|
-
|
1,058
|
1,058
|
||
Payments
received from investments
|
2,494
|
102
|
-
|
3
|
2,599
|
-
|
-
|
-
|
-
|
||
Less:
|
|||||||||||
Capitalized
software
|
(5,011)
|
(4,118)
|
(3,872)
|
(3,238)
|
(16,239)
|
(2,384)
|
(2,431)
|
(1,846)
|
(6,661)
|
||
Capital
expenditures
|
(5,706)
|
(7,245)
|
(6,232)
|
(12,266)
|
(31,449)
|
(7,431)
|
(14,462)
|
(9,479)
|
(31,372)
|
||
Data
acquisition costs
|
(8,622)
|
(6,507)
|
(7,825)
|
(7,607)
|
(30,561)
|
(5,777)
|
(3,004)
|
(5,450)
|
(14,231)
|
||
Payments
on capital leases and installment payment arrangements
|
(12,879)
|
(11,204)
|
(9,033)
|
(7,673)
|
(40,789)
|
(7,794)
|
(7,504)
|
(7,309)
|
(22,607)
|
||
Payments
on software and data license liabilities
|
(8,368)
|
(8,420)
|
(3,099)
|
(3,330)
|
(23,217)
|
(3,878)
|
(1,840)
|
(416)
|
(6,134)
|
||
Other
required debt payments
|
(2,057)
|
(2,073)
|
(2,061)
|
(2,073)
|
(8,264)
|
(2,052)
|
(2,058)
|
(2,091)
|
(6,201)
|
||
Subtotal
|
(11,676)
|
71,512
|
46,791
|
38,468
|
145,095
|
(13,150)
|
29,404
|
48,976
|
65,230
|
||
Plus:
|
|||||||||||
Tax
benefit of stock options and warrants
|
60
|
55
|
-
|
(81)
|
34
|
-
|
-
|
-
|
-
|
||
Subtotal
|
(11,616)
|
71,567
|
46,791
|
38,387
|
145,129
|
(13,150)
|
29,404
|
48,976
|
65,230
|
||
Plus:
|
|||||||||||
Cash
collected from sale of software
|
2,000
|
-
|
-
|
-
|
2,000
|
-
|
-
|
-
|
-
|
||
Total
|
(9,616)
|
71,567
|
46,791
|
38,387
|
147,129
|
(13,150)
|
29,404
|
48,976
|
65,230
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
(Dollars
in thousands, except earnings per share)
|
|||||||||||||||
Q3
FY09 to Q3 FY10
|
|||||||||||||||
06/30/08
|
09/30/08
|
12/31/08
|
03/31/09
|
FY2009
|
06/30/09
|
09/30/09
|
12/31/09
|
FY2010
|
%
|
$
|
|||||
Revenue:
|
|||||||||||||||
Services
|
236,695
|
233,605
|
231,077
|
218,885
|
920,262
|
199,326
|
210,213
|
218,340
|
627,879
|
-5.5%
|
(12,737)
|
||||
Products
|
94,378
|
95,330
|
89,979
|
76,624
|
356,311
|
56,655
|
60,892
|
65,467
|
183,014
|
-27.2%
|
(24,512)
|
||||
Total
revenue
|
331,073
|
328,935
|
321,056
|
295,509
|
1,276,573
|
255,981
|
271,105
|
283,807
|
810,893
|
-11.6%
|
(37,249)
|
||||
Operating
costs and expenses:
|
|||||||||||||||
Cost
of revenue
|
|||||||||||||||
Services
|
178,861
|
180,986
|
173,433
|
161,060
|
694,340
|
159,576
|
165,792
|
163,206
|
488,574
|
5.9%
|
10,227
|
||||
Products
|
77,717
|
77,038
|
70,487
|
55,604
|
280,846
|
45,919
|
46,129
|
46,727
|
138,775
|
33.7%
|
23,760
|
||||
Total
cost of revenue
|
256,578
|
258,024
|
243,920
|
216,664
|
975,186
|
205,495
|
211,921
|
209,933
|
627,349
|
13.9%
|
33,987
|
||||
Selling,
general and administrative
|
49,482
|
38,988
|
42,560
|
38,930
|
169,960
|
37,643
|
37,964
|
43,477
|
119,084
|
-2.2%
|
(917)
|
||||
Gains,
losses and other items, net
|
(545)
|
(2,370)
|
43,175
|
(1,694)
|
38,566
|
347
|
(27)
|
538
|
858
|
98.8%
|
42,637
|
||||
Total
operating costs and expenses
|
305,515
|
294,642
|
329,655
|
253,900
|
1,183,712
|
243,485
|
249,858
|
253,948
|
747,291
|
23.0%
|
75,707
|
||||
Income
(loss) from operations
|
25,558
|
34,293
|
(8,599)
|
41,609
|
92,861
|
12,496
|
21,247
|
29,859
|
63,602
|
447.2%
|
38,458
|
||||
%
Margin
|
7.7%
|
10.4%
|
-2.7%
|
14.1%
|
7.3%
|
4.9%
|
7.8%
|
10.5%
|
7.8%
|
||||||
Other
income (expense)
|
|||||||||||||||
Interest
expense
|
(9,459)
|
(8,591)
|
(8,105)
|
(6,441)
|
(32,596)
|
(5,505)
|
(5,423)
|
(5,687)
|
(16,615)
|
29.8%
|
2,418
|
||||
Other,
net
|
1,359
|
287
|
140
|
163
|
1,949
|
(118)
|
223
|
198
|
303
|
41.4%
|
58
|
||||
Total
other income (expense)
|
(8,100)
|
(8,304)
|
(7,965)
|
(6,278)
|
(30,647)
|
(5,623)
|
(5,200)
|
(5,489)
|
(16,312)
|
31.1%
|
2,476
|
||||
Earnings
(loss) before income taxes
|
17,458
|
25,989
|
(16,564)
|
35,331
|
62,214
|
6,873
|
16,047
|
24,370
|
47,290
|
247.1%
|
40,934
|
||||
Income
taxes
|
6,808
|
10,136
|
(5,115)
|
12,881
|
24,710
|
2,679
|
6,602
|
10,212
|
19,493
|
-299.6%
|
(15,327)
|
||||
Net
earnings (loss)
|
10,650
|
15,853
|
(11,449)
|
22,450
|
37,504
|
4,194
|
9,445
|
14,158
|
27,797
|
223.7%
|
25,607
|
||||
Less:
Net earnings (loss) attributable
|
|||||||||||||||
to
noncontrolling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(104)
|
(104)
|
-
|
(104)
|
||||
Net
earnings (loss) attributable to Acxiom
|
10,650
|
15,853
|
(11,449)
|
22,450
|
37,504
|
4,194
|
9,445
|
14,262
|
27,901
|
224.6%
|
25,711
|
||||
Diluted
earnings (loss) per share
|
|||||||||||||||
attributable
to Acxiom shareholders
|
0.14
|
0.20
|
(0.15)
|
0.29
|
0.48
|
0.05
|
0.12
|
0.18
|
0.35
|
220.0%
|
0.33
|
ACXIOM
CORPORATION AND SUBSIDIARIES
|
|||||||||||||||
RESULTS
BY SEGMENT
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
(Dollars
in thousands)
|
|||||||||||||||
Q3
FY09 to Q3 FY10
|
|||||||||||||||
06/30/08
|
09/30/08
|
12/31/08
|
03/31/09
|
FY2009
|
06/30/09
|
09/30/09
|
12/31/09
|
FY2010
|
%
|
$
|
|||||
Revenue:
|
|||||||||||||||
Services
|
236,695
|
233,605
|
231,077
|
218,885
|
920,262
|
199,326
|
210,213
|
218,340
|
627,879
|
-5.5%
|
(12,737)
|
||||
Products
|
94,378
|
95,330
|
89,979
|
76,624
|
356,311
|
56,655
|
60,892
|
65,467
|
183,014
|
-27.2%
|
(24,512)
|
||||
Total
revenue
|
331,073
|
328,935
|
321,056
|
295,509
|
1,276,573
|
255,981
|
271,105
|
283,807
|
810,893
|
-11.6%
|
(37,249)
|
||||
Income
from operations:
|
|||||||||||||||
Services
|
25,639
|
28,527
|
30,358
|
32,873
|
117,397
|
15,838
|
19,971
|
27,565
|
63,374
|
-9.2%
|
(2,793)
|
||||
Products
|
(626)
|
3,396
|
4,218
|
7,042
|
14,030
|
(2,995)
|
1,249
|
2,832
|
1,086
|
-32.9%
|
(1,386)
|
||||
Other
|
545
|
2,370
|
(43,175)
|
1,694
|
(38,566)
|
(347)
|
27
|
(538)
|
(858)
|
98.8%
|
42,637
|
||||
Total
income (loss) from operations
|
25,558
|
34,293
|
(8,599)
|
41,609
|
92,861
|
12,496
|
21,247
|
29,859
|
63,602
|
447.2%
|
38,458
|
||||
Margin:
|
|||||||||||||||
Services
|
10.8%
|
12.2%
|
13.1%
|
15.0%
|
12.8%
|
7.9%
|
9.5%
|
12.6%
|
10.1%
|
||||||
Products
|
-0.7%
|
3.6%
|
4.7%
|
9.2%
|
3.9%
|
-5.3%
|
2.1%
|
4.3%
|
0.6%
|
||||||
Total
|
7.7%
|
10.4%
|
-2.7%
|
14.1%
|
7.3%
|
4.9%
|
7.8%
|
10.5%
|
7.8%
|