Table of Contents | Page | ||
Part I
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Part II
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Part III
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Part IV
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·
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management’s expectations about the macro economy;
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·
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statements containing a projection of revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;
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·
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statements of the plans and objectives of management for future operations, including, but not limited to, those statements contained under the heading “Acxiom’s Growth Strategy” in Part I, Item 1 of this Annual Report on Form 10-K;
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·
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statements of future economic performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report on Form 10-K;
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·
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statements containing any assumptions underlying or relating to any of the above statements; and
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·
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statements containing a projection or estimate.
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·
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the risk factors described in Part I, “Item 1A. Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the SEC;
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·
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the possibility that in the event a change of control of the Company is sought that certain clients may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;
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·
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the possibility that the integration of acquired businesses may not be as successful as planned;
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·
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the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;
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·
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the possibility that sales cycles may lengthen;
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the possibility that we will not be able to properly motivate our sales force or other associates;
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the possibility that we may not be able to attract and retain qualified technical and leadership associates, or that we may lose key associates to other organizations;
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the possibility that we may be unable to quickly and seamlessly integrate our new executive officers;
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the possibility that we will not be able to continue to receive credit upon satisfactory terms and conditions;
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the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
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the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
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the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
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the possibility that there will be changes in the legislative, accounting, regulatory and consumer environments affecting our business, including but not limited to litigation, legislation, regulations and customs impairing our ability to collect, manage, aggregate and use data;
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the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services;
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the possibility that we may enter into short-term contracts which would affect the predictability of our revenues;
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the possibility that the amount of ad hoc, volume-based and project work will not be as expected;
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the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources;
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the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
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the possibility that our clients may cancel or modify their agreements with us;
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the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue;
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the possibility that we experience processing errors which result in credits to customers, re-performance of services or payment of damages to customers; and
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·
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general and global negative economic conditions.
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·
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Marketing and Data Services
is our largest business segment. In this business, we help our clients: connect and analyze online, offline, customer and partner data to help organizations better
know
their customers; connect and personalize customer experiences – across channels and partners, and over time – to help organizations better
engage
their customers; connect partners via a “safe haven” (a privacy-compliant environment that allows advertisers and partners to responsibly shield sensitive information across multiple media channels); manage their audience distribution to
optimize
media spend and provide consumers with better experiences and access to the things that matter most to them. This focus is grounded in our belief that better connections enable marketing that is more effective, drives greater customer value and improves margins. The range of capabilities we provide includes: data sourcing; data activation via analytics, integration and enhancement; the building and managing of customer marketing databases; partner integration; providing a neutral connectivity platform to enable the use of first- and third-party data across more than 140 marketing platforms and the application of insights to the range of business applications that our clients value. Also included within Marketing and Data Services is the execution of e-mail and mobile marketing campaigns for our clients. Our offerings span technology, applications and tools, analytics and consulting.
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·
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Our
IT Infrastructure Management
(“ITO”) segment provides mainframe, server hosting and cloud computing services. We have unique experience hosting complex, processing-intensive database environments and maintaining a highly secure IT environment.
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·
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Big
Data Challenges
– Organizations
will likely continue to struggle with the management, activation, retrieval and connection of data across customer engagement channels. Managing increasing data volume, velocity, veracity and variety is affecting all parts of the business world.
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·
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Analytical & Consumer Insight Needs
– In addition to managing the data, we believe organizations will be challenged by an increasing demand for business intelligence requiring marketers and business analysts to transform huge stores of structured and unstructured data into insight for operational decision making.
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·
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Consumer Driven Engagement Model
– Consumer empowerment is changing the way marketers engage and disrupting entire business and industry models. Technologies enable individuals to better choose, receive and reject information across all channels of communication, from search engines to blogs to social networking and addressable TV.
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·
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Global
– While the highest absolute advertising spend is in the U.S., we see higher projected growth rates in advertising spend in the other top ten markets.
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·
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Partner Ecosystems
– The classic agency interaction and media buying models are long gone. Collaboration across the lines of online and offline data, media options, insight, real-time decision making, recognition, consumer autonomy and privacy – done in a cohesive, efficient fashion – is a necessity for many businesses.
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·
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Privacy & Compliance
– Diligence in the areas of consumer privacy and security is and will continue to be paramount. Threats are increasing, and new demands are coming from government agencies and consumer advocacy groups across the world. These factors increase the liability every company faces when managing consumer data, thus driving the demand for data, insight and recognition services.
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1.
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Delivering Innovation
– We are investing in product innovation that enables one-to-one marketing at scale with privacy compliance. In response to what we view as the market’s needs, we are investing in (a) improving the quality and usability of data, (b) transforming data into insights, and (c) a market leading connectivity platform which connects data across the marketing ecosystem. We believe these innovations are meaningful both to existing and new clients and partners.
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2.
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Enabling Greater Results For Our Clients
– We are committed to continuous improvement in client relationship-building, strong execution, and creating a steady stream of ideas that advance our clients’ business.
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3.
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Building a Better Business
– We are focused on operational excellence by improving tools, processes and resource allocation. We continue to refine our culture around “PACT” – Passion, Accountability, Creativity and Teamwork – in order to achieve a high performance organization.
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4.
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Assessing Our Business Through a Portfolio Approach
– We intend to continue to make our business segments operationally independent to further our goals of simplicity, efficiency and accountability.
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·
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Multi-Channel Consumer Recognition
– We use pioneering algorithms for identifying and managing offline consumer information; these elements are extended to provide a unified approach for reaching marketing audiences across digital channels, online communities, TV and mobile devices. We enable monetization and distribution for other third-party data providers.
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·
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Extensive Market Tech and Ad Tech Connectivity
– We support a large ecosystem of advertising publishers, marketing application vendors and marketing platforms, enabling data connectivity between a client’s audience and over 140 marketing platform destinations across the digital advertising ecosystem.
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Security and Privacy
– Along with over 45 years of innovation in every important source and use of data for marketing, we have developed and applied an ethical use-based governance process. This includes:
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o
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The use of “safe haven,” a privacy-compliant environment that allows advertisers and partners to responsibly shield and appropriately govern information across multiple media channels
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o
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Expertise in unifying datasets to connect the online and offline world
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o
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The facilitation of information sharing between trusted partners in ways that protect consumers and form seamless bridges between traditional channels/media and constantly emerging ones
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o
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The establishment of a Chief Privacy Officer role in 1991 – an industry first – whose sole focus is the protection and responsible use of consumer data
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·
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Expertise in Big Data
– We currently manage large datasets for leading marketing organizations around the world, executing more than 1 trillion global data transactions per week. This data includes both customer and prospect records, as well as core campaign and engagement logs used for measurement and analytics.
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·
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Strong Client Relationships
– We have deep relationships with many Fortune 100 companies and business-to-consumer marketing leaders in key industries, including financial services, retail, telecommunications, media, insurance, health care, automotive, technology, and travel and entertainment.
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·
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Data and Insight
|
o
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Multi-sourced insight into approximately 700 million consumers worldwide
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o
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Demographics, life-stage segmentation, brand affinities, and purchase tendencies for nearly every adult consumer in the U.S.
|
o
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Core data services include recognition, hygiene, enhancement, and targeting
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·
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Partner and Consumer Connections
|
o
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Over 140 publishers and market tech application partners
|
o
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Channel and media-neutral model focused on enabling best-of-breed innovative technology stacks for clients, allowing marketers,
regardless of the channel or media outlet they want to use,
to upload their first-party data, augmented with our third-party data if desired, to reach their chosen audiences via multiple publisher partners
|
o
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High quality onboarding for audience data to help our clients reach and engage customers using a mix of proven, cutting-edge strategies that cross channel boundaries
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o
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High quality recognition that extends over the partner ecosystem to enable and support closed loop measurement and channel attribution analysis
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·
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Enterprise Marketing Services
|
o
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Includes marketing databases, measurement solutions, email and consulting
|
o
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Primarily serves largest consumer databases (over 10 million records) in financial services, retail, publishers, telecom, automotive
|
o
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Combines industry-appropriate data insights, specialized partner connections, and Acxiom data management to address key business challenges in multi-channel acquisition and targeting, customer data integration, closed loop measurement, and cross-channel attribution
|
o
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Uses real time data-as-a-service to enable dynamic application and web site content optimization for increased engagement
|
o
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Deploys high volume, high performance solutions, with billions of customer and prospect records under management and trillions of record updates every year. Solutions are created for customer management, prospect management, or analytic management, and are integrated with a client-specific environment for fulfillment, execution, and measurement.
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·
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Managed IT Services for Mid-Market
|
o
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IT Infrastructure managed services
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o
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Co-location services
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·
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Strategy, Analytics and Cross-Channel Enablement
|
o
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Perform due diligence on all external sources of data, which includes data from hundreds of offline sources, as well as from thousands of websites per year
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o
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Execute over 800 strategy and analytics projects per year
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·
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Longer sales cycles for our solutions due to the nature of that technology as an enterprise-wide solution;
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·
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The introduction of competent, competitive products or technologies by other companies;
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·
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The ability to protect our proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; and
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·
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The impact of changing legislative, judicial, accounting, regulatory, cultural and consumer environments in the geographies where our products and services are deployed.
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·
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disruption of our ongoing business;
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·
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reductions of our revenues or earnings per share;
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·
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unanticipated liabilities, legal risks and costs;
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·
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the potential loss of key personnel;
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·
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distraction of management from our ongoing business; and
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·
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impairment of relationships with employees and clients as a result of migrating a business to new owners.
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Location
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Held
|
Use
|
Business Segment
|
United States:
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Conway, Arkansas
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Eleven facilities held in fee
|
Data center; office space
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Marketing and Data Services, IT Infrastructure Management
|
Little Rock, Arkansas
|
Two buildings held in fee
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Office space; data center
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Marketing and Data Services, IT Infrastructure Management
|
Redwood City, California
|
Lease
|
Office space
|
Marketing and Data Services
|
San Francisco, California
Downers Grove, Illinois
|
Lease
Lease
|
Office space
Data center; office space
|
Marketing and Data Services
Marketing and Data Services, IT Infrastructure Management
|
New York, New York
|
Lease
|
Office space
|
Marketing and Data Services, IT Infrastructure Management
|
Nashville, Tennessee
Austin, Texas
|
Lease
Lease
|
Office space
Office space
|
Marketing and Data
Services
Marketing and Data Services
|
Fiscal 2015
|
High
|
Low
|
||||||
Fourth Quarter
|
$ | 20.53 | $ | 17.72 | ||||
Third Quarter
|
21.25 | 16.04 | ||||||
Second Quarter
|
22.32 | 16.53 | ||||||
First Quarter
|
35.74 | 20.30 |
Fiscal 2014
|
High
|
Low
|
||||||
Fourth Quarter
|
$ | 39.30 | $ | 32.01 | ||||
Third Quarter
|
38.71 | 28.29 | ||||||
Second Quarter
|
29.26 | 22.89 | ||||||
First Quarter
|
22.99 | 18.41 |
3/10
|
3/11
|
3/12
|
3/13
|
3/14
|
3/15
|
|||||||||||
Acxiom Corporation
|
100.00
|
79.98
|
81.82
|
113.70
|
191.70
|
103.05
|
||||||||||
NASDAQ Composite
|
100.00
|
116.88
|
132.91
|
143.55
|
188.17
|
219.78
|
||||||||||
NASDAQ Computer & Data Processing
|
100.00
|
110.50
|
125.59
|
129.15
|
181.52
|
202.84
|
||||||||||
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
||
(a)
|
(b)
|
(c)
|
|||
Equity compensation plans approved by shareholders
|
4,671,940
1
|
$15.17
|
3,219,299
|
||
Equity compensation plans not approved by shareholders
|
221,106
2
|
13.74
|
47,500
|
||
Total
|
4,893,046
|
$15.11
|
3,266,799
|
||
1
|
This figure represents stock options issued under shareholder-approved stock option plans, of which 1,001 options were assumed in connection with our acquisition of Digital Impact, Inc. in 2006 and 1,055,710 options were assumed in connection with our acquisition of LiveRamp in fiscal 2015.
|
||||
2
|
Issued pursuant to the Company’s 2011 Nonqualified Equity Compensation Plan described below, which does not require shareholder approval under the exception provided for in NASDAQ Marketplace Rule 5635(c)(4).
|
|
1.
Financial Statements.
|
Page | |||
Reports of Independent Registered Public Accounting
Firm
|
F-22 - F-23
|
||
Consolidated Balance Sheets as of March 31, 2015 and 2014 | F-24 | ||
Consolidated Statements of Operations for the years ended
March 31, 2015, 2014 and 2013
|
F-25
|
||
Consolidated Statements of Comprehensive Income (Loss)
for the years ended March 31, 2015, 2014, and 2013
|
F-26
|
||
Consolidated Statements of Stockholders’ Equity
for the years ended March 31, 2015, 2014 and 2013
|
F-27
|
||
Consolidated Statements of Cash Flows for the years ended
March 31, 2015, 2014 and 2013
|
F-28 - F-29
|
||
Notes to the Consolidated Financial Statements | F-30 - F-62 | ||
|
2.
Financial Statement Schedules.
|
3. Exhibits. | ||
2.1
|
Merger Agreement, dated May 12, 2014, by and among Acxiom Corporation, Big Sky Sub Acquisition, Inc., LiveRamp, Inc., and The Brenner Group (previously filed on May 14, 2014, as Exhibit 2.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
2.2
|
Contribution and Stock Purchase Agreement, dated as of May 19, 2015, by and among Aspen Holdco, Inc., Acxiom Corporation, Acxiom IT Outsourcing, Inc., Acxiom Limited, Aspen Hivedown Limited, Acxiom Global Service Center Polska sp. z.o.o., Acxiom Polska sp. z.o.o. w likwidacji, and Acxiom ITO Polska sp. z.o.o. (previously filed on May 20, 2015, as Exhibit 2.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
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3.1
|
Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3(i) to Acxiom Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996, Commission File No. 0-13163, and incorporated herein by reference)
|
3.2
|
Amended and Restated Bylaws (previously filed on August 20, 2012, as Exhibit 3(a) to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.1
|
2005 Stock Purchase Plan of Acxiom Corporation (previously filed as Appendix B to Acxiom Corporation’s Proxy Statement dated June 24, 2005, Commission File No. 0-13163, and incorporated herein by reference)
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10.2
|
First Amendment to the 2005 Stock Purchase Plan of Acxiom Corporation
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10.3
|
Amended and Restated Key Associate Stock Option Plan of Acxiom Corporation (previously filed as Exhibit 10(e) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000, Commission File No. 0-13163, and incorporated herein by reference)
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10.4
|
Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (previously filed as Exhibit 10.1 to Acxiom Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, and incorporated herein by reference)
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10.5
|
Acxiom Corporation U.K. Share Option Scheme (previously filed as Exhibit 10(f) to Acxiom Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, Commission File No. 0-13163, and incorporated herein by reference)
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10.6
|
Amended and Restated 2010 Executive Cash Incentive Plan of Acxiom Corporation
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10.7
|
Amended and Restated 2010 Executive Officer Severance Policy
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10.8
|
Form of Performance Unit Award Agreement under the Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation
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10.9
|
Form of Stock Option Grant Agreement under the Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation
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10.10
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Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation
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10.11
|
2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.2 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
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10.12
|
Form of Performance Unit Award Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.3 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
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10.13
|
Form of Stock Option Grant Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.4 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
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10.14
|
Form of Restricted Stock Unit Award Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.5 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
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10.15
|
General Electric Capital Corporation Master Lease Agreement, dated as of September 30, 1999 (previously filed as Exhibit 10(m) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001, Commission File No. 0-13163, and incorporated herein by reference)
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10. 16
|
Amendment to General Electric Capital Corporation Master Lease Agreement dated as of December 6, 2002 (previously filed as Exhibit 10 (j) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, Commission File No. 0-13163, and incorporated herein by reference)
|
10.17
|
Fifth Amended and Restated Credit Agreement dated as of October 9, 2013, among Acxiom Corporation, a Delaware corporation, the lenders party thereto and JPMorgan Chase Bank, N.A. (previously filed on October 15, 2013, as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.18
|
Amendment No. 1 to Fifth Amended and Restated Credit Agreement, effective as of May 19, 2015, by and among Acxiom Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A. (previously filed on May 21, 2015, as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.19
|
Assignment of Head Lease dated as of February 10, 2003, by and between Wells Fargo Bank Northwest, National Association, as Owner Trustee under the AC Trust 2001-1 (“Assignor”) and Acxiom Corporation, assigning all of Assignor’s rights, title and interest in that certain Head Lease Agreement dated as of May 1, 2000, between the City of Little Rock, AR and Assignor, each relating to the lease of an office building in downtown Little Rock which was previously financed pursuant to a terminated synthetic real estate facility (previously filed as Exhibit 10 (l) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, Commission File No. 0-13163, and incorporated herein by reference)
|
10.20
|
Employment Agreement by and between Acxiom Corporation and Scott E. Howe dated as of July 26, 2014 (previously filed on May 27, 2014 as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.21
|
Employment Agreement by and between Acxiom Corporation and Warren C. Jenson dated as of March 27, 2015 (previously filed on March 27, 2015 as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.22
|
Employment Offer Letter dated January 30, 2012, between Acxiom Corporation and Nada C. Stirratt (previously filed as Exhibit 10.23 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, and incorporated herein by reference)
|
10.23
|
Separation Agreement between Acxiom Corporation and Nada C. Stirratt effective March 31, 2015
|
10.24
|
Employment Offer Letter dated April 19, 2012, between Acxiom Corporation and Philip L. Mui (previously filed as Exhibit 10.24 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, and incorporated herein by reference)
|
10.25
|
Deferred Compensation Plan between Acxiom Corporation and Philip L. Mui dated as of March 31, 2014
|
10.26
|
Form of director indemnity agreement (previously filed as Exhibit 10(x) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, Commission File No. 0-13163, and incorporated herein by reference)
|
10.27
|
Form of officer and director indemnity agreement (previously filed as Appendix C to Acxiom Corporation’s Proxy Statement dated January 22, 1987, Commission File No. 0-13163, and incorporated herein by reference)
|
10.28
|
Acxiom Corporation Non-Qualified Deferral Plan, amended and restated effective January 1, 2009 (previously filed as Exhibit 10.27 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, and incorporated herein by reference)
|
10.29
|
First Amendment to the Acxiom Corporation Non-Qualified Deferral Plan, effective July 1, 2009 (previously filed as Exhibit 10.28 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, and incorporated herein by reference)
|
10.30
|
Acxiom Corporation Non-Qualified Matching Contribution Plan, amended and restated effective January 1, 2009 (previously filed as Exhibit 10.29 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, and incorporated herein by reference)
|
10.31
|
First Amendment to the Acxiom Corporation Non-Qualified Matching Contribution Plan, effective July 1, 2009 (previously filed as Exhibit 10.30 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, and incorporated herein by reference)
|
10.32
|
LiveRamp, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 99.1 to Acxiom Corporation’s Registration Statement on Form S-8, Commission File No. 333-197463, and incorporated herein by reference)
|
21
|
Subsidiaries of Acxiom Corporation
|
23
|
Consent of KPMG LLP
|
24
|
Powers of Attorney
|
31.1
|
Certification of Chief 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 Chief Financial 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 Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, formatted in XBRL: (i) Consolidated Balance Sheets as of March 31, 2015 and 2014; (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2015, 2014 and 2013; (v) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2015, 2014 and 2013; and (vi) Notes to the Consolidated Financial Statements
|
Date: May 27, 2015
|
By:
|
/s/Warren C. Jenson
|
|
Warren C. Jenson
Chief Financial Officer & Executive Vice President
|
|
John L. Battelle*
|
Director
|
May 27, 2015
|
|
John L. Battelle
|
|
Timothy R. Cadogan*
|
Director
|
May 27, 2015
|
|
Timothy R. Cadogan
|
|
William T. Dillard II*
|
Director
|
May 27, 2015
|
|
William T. Dillard II
|
|
Richard P. Fox*
|
Director
|
May 27, 2015
|
|
Richard P. Fox
|
|
Jerry D. Gramaglia*
|
Director (Non-Executive Chairman of the Board)
|
May 27, 2015
|
|
Jerry D. Gramaglia
|
|
Ann Die Hasselmo*
|
Director
|
May 27, 2015
|
|
Ann Die Hasselmo
|
|
William J. Henderson*
|
Director
|
May 27, 2015
|
|
William J. Henderson
|
|
Scott E. Howe*
|
Director, CEO & President (principal executive officer)
|
May 27, 2015
|
|
Scott E. Howe
|
|
Clark M. Kokich*
|
Director
|
May 27, 2015
|
|
Clark M. Kokich
|
|
/s/Warren C. Jenson
|
Chief Financial Officer & Executive Vice President
(principal financial and accounting officer)
|
May 27, 2015
|
|
Warren C. Jenson
|
*By:
|
/s/ Catherine L. Hughes
|
Selected Financial Data
|
F-2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
F-3
|
Management’s Report on Internal Control Over Financial Reporting
|
F-21
|
Reports of Independent Registered Public Accounting Firm
|
F-22
|
Annual Financial Statements:
|
|
Consolidated Balance Sheets as of March 31, 2015 and 2014
|
F-24
|
Consolidated Statements of Operations
for the years ended March 31, 2015, 2014 and 2013
|
F-25
|
Consolidated Statements of Comprehensive Income (Loss)
for the years ended March 31, 2015, 2014 and 2013
|
F-26
|
Consolidated Statements of Stockholders’ Equity
for the years ended March 31, 2015, 2014 and 2013
|
F-27
|
Consolidated Statements of Cash Flows
for the years ended March 31, 2015, 2014 and 2013
|
F-28
|
Notes to the Consolidated Financial Statements
|
F-30
|
·
|
Revenue was $1.020 billion, a 4.0% decrease from $1.062 billion in fiscal 2014.
|
·
|
Total operating costs and expenses were $1,021 million compared to $1,012 million in fiscal 2014.
|
·
|
Total operating costs and expenses in fiscal 2015 include $23.8 million of restructuring plan charges and adjustments recorded in gains, losses and other items, net, stock-based compensation expense of $28.9 million recorded in both cost of revenue and selling, general and administrative expenses, intangible asset amortization expense of $11.4 million recorded in cost of revenue, and business separation and transformation expenses of $36.5 million recorded in selling, general and administrative expenses. Fiscal 2014 also included similar charges.
|
·
|
Diluted loss per share from continuing operations was $0.12 compared to diluted earnings per share of $0.14 in fiscal 2014.
|
·
|
Operating cash flow was $104.8 million compared to $163.2 million in fiscal 2014.
|
·
|
The Company acquired $9.9 million of its stock as part of a stock repurchase program.
|
2015
|
2014
|
2013
|
% Change
2015-2014
|
% Change
2014-2013
|
||||||||||||||||
Revenues
|
$ | 1,020.1 | $ | 1,062.3 | $ | 1,068.2 | (4 | )% | (1 | )% | ||||||||||
Total operating costs and expenses
|
1,020.7 | 1,011.8 | 967.2 | 1 | 5 | |||||||||||||||
Income (loss) from operations
|
$ | (0.6 | ) | $ | 50.5 | $ | 101.0 | (101 | )% | (50 | )% | |||||||||
Diluted earnings (loss) per share attributable to Acxiom stockholders
|
$ | (0.12 | ) | $ | 0.14 | $ | 0.73 | (185 | )% | (81 | )% |
2015
|
2014
|
2013
|
% Change
2015-2014
|
% Change
2014-2013
|
||||||||||||||||
Revenues
|
||||||||||||||||||||
Marketing and Data Services
|
$ | 804.9 | $ | 805.2 | $ | 792.7 | - | 2 | % | |||||||||||
IT Infrastructure Management
|
215.2 | 257.1 | 275.5 | (16 | )% | (7 | ) | |||||||||||||
Total revenues
|
$ | 1,020.1 | $ | 1,062.3 | $ | 1,068.2 | (4 | )% | (1 | )% | ||||||||||
2015
|
2014
|
2013
|
% Change
2015-2014
|
% Change
2014-2013
|
||||||||||||||||
Cost of revenue
|
$ | 807.5 | $ | 795.5 | $ | 811.4 | 2 | % | (2 | )% | ||||||||||
Selling, general and administrative
|
188.6 | 169.4 | 154.0 | 11 | 10 | |||||||||||||||
Impairment of goodwill and other assets
|
- | 25.0 | - | (100 | ) | 100 | ||||||||||||||
Gains, losses and other items, net
|
24.6 | 21.9 | 1.8 | 12 | 1,152 | |||||||||||||||
Total operating costs and expenses
|
$ | 1,020.7 | $ | 1,011.8 | $ | 967.2 | 1 | % | 5 | % |
2015
|
2014
|
2013
|
||||||||||
Restructuring plan charges and adjustments
|
$ | 23,794 | $ | 17,712 | $ | 2,635 | ||||||
Legal contingencies
|
- | 4,202 | - | |||||||||
LiveRamp acquisition-related costs
|
820 | - | - | |||||||||
Other
|
19 | - | (884 | ) | ||||||||
$ | 24,633 | $ | 21,914 | $ | 1,751 |
Reserves included in other accrued expenses and other liabilities:
|
||||||||||||
Associate-related reserves
|
Lease
accruals
|
Total
|
||||||||||
March 31, 2012
|
$ | 9,597 | $ | 11,049 | $ | 20,646 | ||||||
Restructuring charges and adjustments
|
2,577 | 58 | 2,635 | |||||||||
Payments
|
(8,485 | ) | (2,086 | ) | (10,571 | ) | ||||||
March 31, 2013
|
$ | 3,689 | $ | 9,021 | $ | 12,710 | ||||||
Restructuring charges and adjustments
|
13,916 | 3,796 | 17,712 | |||||||||
Payments
|
(11,063 | ) | (2,600 | ) | (13,663 | ) | ||||||
March 31, 2014
|
$ | 6,542 | $ | 10,217 | $ | 16,759 | ||||||
Restructuring charges and adjustments
|
13,757 | 8,061 | 21,818 | |||||||||
Payments
|
(13,088 | ) | (4,628 | ) | (17,716 | ) | ||||||
March 31, 2015
|
$ | 7,211 | $ | 13,650 | $ | 20,861 | ||||||
2015
|
2014
|
2013
|
||||||||||
Operating profit and profit margin:
|
||||||||||||
Marketing and Data Services
|
$ | 46,728 | $ | 78,500 | $ | 73,696 | ||||||
5.8 | % | 9.7 | % | 9.3 | % | |||||||
IT Infrastructure Management
|
$ | 18,105 | $ | 32,847 | $ | 29,330 | ||||||
8.4 | % | 12.8 | % | 10.6 | % | |||||||
Corporate
|
$ | (65,437 | ) | $ | (60,874 | ) | $ | (2,010 | ) | |||
Total income (loss) from operations
|
$ | (604 | ) | $ | 50,473 | $ | 101,016 | |||||
Total operating profit margin
|
(0.1 | )% | 4.8 | % | 9.5 | % |
2015
|
2014
|
2013
|
||||||||||
Revenues
|
$ | 8,484 | $ | 35,267 | $ | 31,201 | ||||||
Earnings (loss) from discontinued operations before income taxes
|
$ | 4 | $ | (2,189 | ) | $ | 1,703 | |||||
Loss on sale of discontinued operations before income taxes
|
(1,888 | ) | - | - | ||||||||
Income taxes
|
- | - | (409 | ) | ||||||||
Earnings (loss) from discontinued operations, net of tax
|
$ | (1,884 | ) | $ | (2,189 | ) | $ | 1,294 | ||||
March 31,
2015
|
March 31,
2014
|
|||||||
Numerator – trade accounts receivable, net
|
$ | 162,639 | $ | 160,718 | ||||
Denominator:
|
||||||||
Quarter revenue
|
257,367 | 268,562 | ||||||
Number of days in quarter
|
90 | 90 | ||||||
Average daily revenue
|
$ | 2,860 | $ | 2,984 | ||||
Days sales outstanding
|
57 | 54 |
For the years ending March 31
|
||||||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||||||||||
Term loan
|
$ | 30,000 | $ | 30,000 | $ | 37,500 | $ | 172,500 | $ | - | $ | - | $ | 270,000 | ||||||||||||||
Capital lease and installment payment obligations
|
717 | 777 | 921 | 1,085 | 1,275 | 2,625 | 7,400 | |||||||||||||||||||||
Other long-term debt
|
2,168 | 2,243 | 2,319 | 1,584 | 1,362 | 348 | 10,024 | |||||||||||||||||||||
Total long-term debt
|
32,885 | 33,020 | 40,740 | 175,169 | 2,637 | 2,973 | 287,424 | |||||||||||||||||||||
Operating lease payments
|
23,318 | 21,309 | 18,969 | 16,136 | 14,872 | 44,175 | 138,779 | |||||||||||||||||||||
Total contractual cash obligations
|
$ | 56,203 | $ | 54,329 | $ | 59,709 | $ | 191,305 | $ | 17,509 | $ | 47,148 | $ | 426,203 |
For the years ending March 31
|
||||||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||||||||||
Total purchase commitments
|
$ | 47,941 | $ | 28,807 | $ | 10,201 | $ | 7,609 | $ | 6,370 | $ | 4,750 | $ | 105,678 |
Lease guarantee
|
$ | 1,021 | ||
Outstanding letters of credit
|
2,138 | |||
Surety bonds
|
420 |
July 1, 2014
|
||||
Cash, net of $12.0 million cash acquired
|
$ | 234,672 | ||
Restricted cash held in escrow
|
31,000 | |||
Fair value of stock options issued included in purchase price
|
6,978 | |||
Total fair value of consideration transferred
|
$ | 272,650 | ||
·
|
The macroeconomic environment has a direct impact on overall marketing and advertising expenditures in the U.S. and abroad. As marketing budgets are often more discretionary in nature, they are easier to reduce in the short term as compared to other corporate expenses. Future widespread economic slowdowns in any of the industries or markets our clients serve, particularly in the United States, could reduce the marketing expenditures of our clients and prospective customers.
|
·
|
With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing and privacy matters, particularly as they relate to individual privacy interests and global reach of the online marketplace. Negative publicity and/or increased restrictions on the collection, management, aggregation and use of information could result in reduced demand for our products or services, decreased availability of certain kinds of data and/or a material increase in the cost of collecting certain kinds of data.
|
·
|
In recent years, we have witnessed an ongoing shift from direct marketing to alternative marketing channels. We believe this trend will continue and that, in the long term, a substantial portion of overall marketing and advertising expenditures will be moved to alternative marketing channels.
|
·
|
Many
businesses are moving towards an outsourced model as an alternative to a traditional information technology infrastructure. As they do, we see demand increasing for cloud computing services.
|
·
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
2015
|
2014
|
2013
|
||||||||||
Revenues
|
$ | 1,020,059 | $ | 1,062,278 | $ | 1,068,158 | ||||||
Operating costs and expenses:
|
||||||||||||
Cost of revenue
|
807,469 | 795,562 | 811,401 | |||||||||
Selling, general and administrative
|
188,561 | 169,376 | 153,990 | |||||||||
Impairment of goodwill and other assets
|
- | 24,953 | - | |||||||||
Gains, losses and other items, net
|
24,633 | 21,914 | 1,751 | |||||||||
Total operating costs and expenses
|
1,020,663 | 1,011,805 | 967,142 | |||||||||
Income (loss) from operations
|
(604 | ) | 50,473 | 101,016 | ||||||||
Other expense:
|
||||||||||||
Interest expense
|
(10,050 | ) | (11,671 | ) | (12,694 | ) | ||||||
Other, net
|
(1,325 | ) | 1,817 | 152 | ||||||||
Total other expense
|
(11,375 | ) | (9,854 | ) | (12,542 | ) | ||||||
Earnings (loss) from continuing operations before income taxes
|
(11,979 | ) | 40,619 | 88,474 | ||||||||
Income taxes
|
(2,832 | ) | 29,627 | 32,649 | ||||||||
Net earnings (loss) from continuing operations
|
(9,147 | ) | 10,992 | 55,825 | ||||||||
Earnings (loss) from discontinued operations, net of tax
|
(1,884 | ) | (2,189 | ) | 1,294 | |||||||
Net earnings (loss)
|
(11,031 | ) | 8,803 | 57,119 | ||||||||
Less: Net loss attributable to noncontrolling interest
|
- | (60 | ) | (488 | ) | |||||||
Net earnings (loss) attributable to Acxiom
|
$ | (11,031 | ) | $ | 8,863 | $ | 57,607 | |||||
Basic earnings (loss) per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | (0.12 | ) | $ | 0.15 | $ | 0.75 | |||||
Net earnings (loss) from discontinued operations
|
(0.02 | ) | (0.03 | ) | 0.02 | |||||||
Net earnings (loss)
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.76 | |||||
Net earnings (loss) attributable to Acxiom stockholders
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.77 | |||||
Diluted earnings (loss) per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | (0.12 | ) | $ | 0.14 | $ | 0.73 | |||||
Net earnings (loss) from discontinued operations
|
(0.02 | ) | (0.03 | ) | 0.02 | |||||||
Net earnings (loss)
|
$ | (0.14 | ) | $ | 0.11 | $ | 0.75 | |||||
Net earnings (loss) attributable to Acxiom stockholders
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.75 | |||||
Some earnings (loss) per share amounts may not add due to rounding.
|
||||||||||||
See accompanying notes to consolidated financial statements.
|
2015
|
2014
|
2013
|
||||||||||
Net earnings (loss)
|
$ | (11,031 | ) | $ | 8,803 | $ | 57,119 | |||||
Other comprehensive income (loss):
|
||||||||||||
Change in foreign currency translation adjustment
|
(4,074 | ) | 1,511 | (2,489 | ) | |||||||
Unrealized gain (loss) on interest rate swap
|
(175 | ) | 728 | 311 | ||||||||
Other comprehensive income (loss)
|
(4,249 | ) | 2,239 | (2,178 | ) | |||||||
Comprehensive income (loss)
|
(15,280 | ) | 11,042 | 54,941 | ||||||||
Less: Comprehensive loss attributable to noncontrolling interest
|
- | (60 | ) | (488 | ) | |||||||
Comprehensive income (loss) attributable to Acxiom stockholders
|
$ | (15,280 | ) | $ | 11,102 | $ | 55,429 | |||||
See accompanying notes to consolidated financial statements.
|
Accumulated
|
||||||||||||||||||||||
Common Stock
|
Additional
|
other
|
Treasury Stock
|
|||||||||||||||||||
Number
|
paid-in
|
Retained
|
comprehensive
|
Number
|
Noncontrolling
|
Total
|
||||||||||||||||
of shares
|
Amount
|
Capital
|
earnings
|
income
|
of shares
|
Amount
|
Interest
|
Equity
|
||||||||||||||
Balances at March 31, 2012
|
120,027,013
|
$12,003
|
$ 860,165
|
$ 536,359
|
$13,601
|
(43,213,027)
|
$(810,381)
|
$ 108
|
$611,855
|
|||||||||||||
Employee stock awards, benefit plans and other issuances
|
845,618
|
84
|
12,707
|
-
|
-
|
(58,966)
|
(834)
|
-
|
11,957
|
|||||||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
357
|
-
|
-
|
-
|
-
|
-
|
357
|
|||||||||||||
Non-cash share-based compensation
|
-
|
-
|
12,002
|
-
|
-
|
-
|
-
|
-
|
12,002
|
|||||||||||||
Restricted stock units vested
|
470,285
|
47
|
(47)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Acquisition of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(4,553,042)
|
(71,744)
|
-
|
(71,744)
|
|||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
(2,489)
|
-
|
-
|
-
|
(2,489)
|
|||||||||||||
Unrealized gain on interest rate swap
|
-
|
-
|
-
|
-
|
311
|
-
|
-
|
-
|
311
|
|||||||||||||
Net earnings (loss)
|
-
|
-
|
-
|
57,607
|
-
|
-
|
-
|
(488)
|
57,119
|
|||||||||||||
Balances at March 31, 2013
|
121,342,916
|
$12,134
|
$885,184
|
$ 593,966
|
$11,423
|
(47,825,035)
|
$(882,959)
|
$ (380)
|
$619,368
|
|||||||||||||
Employee stock awards, benefit plans and other issuances
|
4,018,507
|
402
|
84,422
|
-
|
-
|
(155,089)
|
(4,334)
|
-
|
80,490
|
|||||||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
11,295
|
-
|
-
|
-
|
-
|
-
|
11,295
|
|||||||||||||
Non-cash share-based compensation
|
-
|
-
|
13,925
|
-
|
-
|
-
|
-
|
-
|
13,925
|
|||||||||||||
Restricted stock units vested
|
482,185
|
48
|
(48)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Warrant exercises
|
-
|
-
|
(11,753)
|
-
|
-
|
769,927
|
11,753
|
-
|
-
|
|||||||||||||
Acquisition of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(1,993,310)
|
(52,663)
|
-
|
(52,663)
|
|||||||||||||
Acquisition of noncontrolling interest
|
-
|
-
|
(1,040)
|
-
|
-
|
-
|
-
|
440
|
(600)
|
|||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
1,511
|
-
|
-
|
-
|
1,511
|
|||||||||||||
Unrealized gain on interest rate swap
|
-
|
-
|
-
|
-
|
728
|
-
|
-
|
-
|
728
|
|||||||||||||
Net earnings (loss)
|
-
|
-
|
-
|
8,863
|
-
|
-
|
-
|
(60)
|
8,803
|
|||||||||||||
Balances at March 31, 2014
|
125,843,608
|
$12,584
|
$981,985
|
$ 602,829
|
$13,662
|
(49,203,507)
|
$(928,203)
|
$ -
|
$682,857
|
|||||||||||||
Employee stock awards, benefit plans and other issuances
|
1,028,524
|
103
|
12,153
|
-
|
-
|
(370,299)
|
(7,217)
|
-
|
5,039
|
|||||||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
4,645
|
-
|
-
|
-
|
-
|
-
|
4,645
|
|||||||||||||
Non-cash share-based compensation
|
33,693
|
4
|
28,868
|
-
|
-
|
-
|
14
|
-
|
28,886
|
|||||||||||||
Restricted stock units vested
|
1,032,972
|
103
|
(103)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Acquisition of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(528,918)
|
(9,868)
|
-
|
(9,868)
|
|||||||||||||
LiveRamp replacement stock options
|
-
|
-
|
6,978
|
-
|
-
|
-
|
-
|
-
|
6,978
|
|||||||||||||
Comprehensive loss:
|
||||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
(4,074)
|
-
|
-
|
-
|
(4,074)
|
|||||||||||||
Unrealized gain on interest rate swap
|
-
|
-
|
-
|
-
|
(175)
|
-
|
-
|
-
|
(175)
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
(11,031)
|
-
|
-
|
-
|
-
|
(11,031)
|
|||||||||||||
Balances at March 31, 2015
|
127,938,797
|
$12,794
|
$1,034,526
|
$ 591,798
|
$ 9,413
|
(50,102,724)
|
$(945,274)
|
$ -
|
$703,257
|
|||||||||||||
|
See accompanying notes to consolidated financial statements
|
2015
|
2014
|
2013
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings (loss)
|
$ | (11,031 | ) | $ | 8,803 | $ | 57,119 | |||||
Loss (earnings) from discontinued operations, net of tax
|
1,884 | 2,189 | (1,294 | ) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
118,834 | 102,426 | 115,636 | |||||||||
Loss (gain) on disposal or impairment of assets
|
1,976 | (2,576 | ) | 25 | ||||||||
Loss on early extinguishment of debt
|
- | 664 | - | |||||||||
Impairment of goodwill and other assets
|
- | 24,953 | - | |||||||||
Deferred income taxes
|
(9,689 | ) | 2,097 | (3,510 | ) | |||||||
Non-cash share-based compensation expense
|
28,886 | 13,925 | 12,002 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
(497 | ) | 8,272 | 7,078 | ||||||||
Other assets
|
15,727 | (1,260 | ) | (9,121 | ) | |||||||
Deferred costs
|
(1,484 | ) | (506 | ) | (1,564 | ) | ||||||
Accounts payable and other liabilities
|
(29,142 | ) | 288 | (10,364 | ) | |||||||
Deferred revenue
|
(10,677 | ) | 3,966 | (18,627 | ) | |||||||
Net cash provided by operating activities
|
104,787 | 163,241 | 147,380 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Capitalized software development costs
|
(18,587 | ) | (24,517 | ) | (19,879 | ) | ||||||
Capital expenditures
|
(69,041 | ) | (39,132 | ) | (38,172 | ) | ||||||
Receipts from investments
|
- | 3,823 | - | |||||||||
Data acquisition costs
|
(1,871 | ) | (7,745 | ) | (8,570 | ) | ||||||
Net cash paid in acquisitions
|
(265,672 | ) | (500 | ) | - | |||||||
Net cash used in investing activities
|
(355,171 | ) | (68,071 | ) | (66,621 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from debt
|
- | 300,000 | - | |||||||||
Payments of debt
|
(28,421 | ) | (235,895 | ) | (26,871 | ) | ||||||
Fees for debt refinancing
|
- | (4,370 | ) | - | ||||||||
Acquisition liability payment
|
- | - | (288 | ) | ||||||||
Acquisition of noncontrolling interest
|
- | (600 | ) | - | ||||||||
Acquisition of treasury stock
|
(9,868 | ) | (52,663 | ) | (74,378 | ) | ||||||
Sale of common stock, net of stock acquired for withholding taxes
|
5,039 | 80,490 | 11,957 | |||||||||
Income tax impact of stock options, warrants and restricted stock
|
4,645 | 11,295 | 357 | |||||||||
Net cash provided by (used in) financing activities
|
(28,605 | ) | 98,257 | (89,223 | ) | |||||||
Net cash provided by (used in) continuing operations
|
(278,989 | ) | 193,427 | (8,464 | ) | |||||||
See accompanying notes to consolidated financial statements
|
||||||||||||
(dollars in thousands)
|
2015
|
2014
|
2013
|
|||||||||
Basic earnings (loss) per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | (9,147 | ) | $ | 10,992 | $ | 55,825 | |||||
Earnings (loss) from discontinued operations
|
(1,884 | ) | (2,189 | ) | 1,294 | |||||||
Net earnings (loss)
|
$ | (11,031 | ) | $ | 8,803 | $ | 57,119 | |||||
Net loss attributable to noncontrolling interest
|
- | (60 | ) | (488 | ) | |||||||
Net earnings (loss) attributable to Acxiom
|
$ | (11,031 | ) | $ | 8,863 | $ | 57,607 | |||||
Basic weighted-average shares outstanding
|
77,106 | 74,690 | 74,814 | |||||||||
Basic earnings (loss) per share:
|
||||||||||||
Continuing operations
|
$ | (0.12 | ) | $ | 0.15 | $ | 0.75 | |||||
Discontinued operations
|
(0.02 | ) | (0.03 | ) | 0.02 | |||||||
Net earnings (loss)
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.76 | |||||
Net loss attributable to noncontrolling interest
|
(0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.77 | |||||
Diluted earnings (loss) per share:
|
||||||||||||
Basic weighted-average shares outstanding
|
77,106 | 74,690 | 74,814 | |||||||||
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method
|
- | 2,264 | 1,683 | |||||||||
Diluted weighted-average shares outstanding
|
77,106 | 76,954 | 76,497 | |||||||||
Diluted earnings (loss) per share:
|
||||||||||||
Continuing operations
|
$ | (0.12 | ) | $ | 0.14 | $ | 0.73 | |||||
Discontinued operations
|
(0.02 | ) | (0.03 | ) | 0.02 | |||||||
Net earnings (loss)
|
$ | (0.14 | ) | $ | 0.11 | $ | 0.75 | |||||
Net loss attributable to noncontrolling interest
|
(0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | (0.14 | ) | $ | 0.12 | $ | 0.75 |
Reserves included in other accrued expenses and other liabilities:
|
||||||||||||
Associate-related reserves
|
Lease
accruals
|
Total
|
||||||||||
March 31, 2012
|
$ | 9,597 | $ | 11,049 | $ | 20,646 | ||||||
Restructuring charges and adjustments
|
2,577 | 58 | 2,635 | |||||||||
Payments
|
(8,485 | ) | (2,086 | ) | (10,571 | ) | ||||||
March 31, 2013
|
$ | 3,689 | $ | 9,021 | $ | 12,710 | ||||||
Restructuring charges and adjustments
|
13,916 | 3,796 | 17,712 | |||||||||
Payments
|
(11,063 | ) | (2,600 | ) | (13,663 | ) | ||||||
March 31, 2014
|
$ | 6,542 | $ | 10,217 | $ | 16,759 | ||||||
Restructuring charges and adjustments
|
13,757 | 8,061 | 21,818 | |||||||||
Payments
|
(13,088 | ) | (4,628 | ) | (17,716 | ) | ||||||
March 31, 2015
|
$ | 7,211 | $ | 13,650 | $ | 20,861 | ||||||
2015
|
2014
|
2013
|
||||||||||
Restructuring plan charges and adjustments
|
$ | 23,794 | $ | 17,712 | $ | 2,635 | ||||||
Legal contingencies
|
- | 4,202 | - | |||||||||
LiveRamp acquisition-related costs (see note 3)
|
820 | - | - | |||||||||
Other
|
19 | - | (884 | ) | ||||||||
$ | 24,633 | $ | 21,914 | $ | 1,751 |
July 1, 2014
|
||||
Cash, net of $12.0 million cash acquired
|
$ | 234,672 | ||
Restricted cash held in escrow
|
31,000 | |||
Fair value of stock options issued included in purchase price
|
6,978 | |||
Total fair value of consideration transferred
|
$ | 272,650 | ||
July 1, 2014
|
||||
Assets acquired:
|
||||
Cash
|
$ | 12,016 | ||
Trade accounts receivable
|
5,206 | |||
Deferred income tax assets
|
10,444 | |||
Goodwill
|
213,093 | |||
Developed technology (Software)
|
40,000 | |||
Other intangible assets (Other assets, net)
|
26,500 | |||
Other current and noncurrent assets
|
1,306 | |||
308,565 | ||||
Deferred income tax liabilities
|
(18,945 | ) | ||
Accounts payable, accrued expenses and deferred revenue
|
(4,954 | ) | ||
Net assets acquired
|
284,666 | |||
Less:
|
||||
Cash acquired
|
12,016 | |||
Net purchase price allocated
|
$ | 272,650 | ||
Less:
|
||||
Fair value of stock options issued included in purchase price
|
6,978 | |||
Net cash paid
|
$ | 265,672 | ||
Fair value
|
Useful life
(in years)
|
|||||||
Developed technology
|
$ | 40,000 | 4 | |||||
Customer relationships
|
25,000 | 6 | ||||||
Trade name
|
1,500 | 2 | ||||||
Total intangible assets subject to amortization
|
$ | 66,500 | ||||||
Revenues
|
$ | 27,030 | ||
Net loss
|
$ | (16,549 | ) | |
2015
|
2014
|
|||||||
Revenues
|
$ | 1,026,767 | $ | 1,081,518 | ||||
Net loss attributable to Acxiom
|
$ | (16,402 | ) | $ | (11,936 | ) | ||
Diluted loss per share
|
$ | (0.21 | ) | $ | (0.16 | ) |
2015
|
2014
|
2013
|
||||||||||
Developed technology assets, gross (Software)
|
$ | 42,524 | $ | 3,485 | $ | 18,014 | ||||||
Accumulated amortization
|
(9,924 | ) | (3,297 | ) | (17,881 | ) | ||||||
Net developed technology assets
|
$ | 32,600 | $ | 188 | $ | 133 | ||||||
Customer/trademark assets, gross (Other assets)
|
$ | 34,166 | $ | 7,674 | $ | 18,823 | ||||||
Accumulated amortization
|
(11,265 | ) | (7,393 | ) | (18,259 | ) | ||||||
Net customer/trademark assets
|
$ | 22,901 | $ | 281 | $ | 564 | ||||||
Total intangible assets, gross
|
$ | 76,690 | $ | 11,159 | $ | 36,837 | ||||||
Total accumulated amortization
|
(21,189 | ) | (10,690 | ) | (36,140 | ) | ||||||
Net intangible assets
|
$ | 55,501 | $ | 469 | $ | 697 | ||||||
Amortization expense
|
$ | 11,447 | $ | 340 | $ | 1,671 |
2015
|
2014
|
2013
|
||||||||||
Revenues
|
$ | 8,484 | $ | 35,267 | $ | 31,201 | ||||||
Earnings (loss) from discontinued operations before income taxes
|
$ | 4 | $ | (2,189 | ) | $ | 1,703 | |||||
Loss on sale of discontinued operations before income taxes
|
(1,888 | ) | - | - | ||||||||
Income taxes
|
- | - | (409 | ) | ||||||||
Earnings (loss) from discontinued operations, net of tax
|
$ | (1,884 | ) | $ | (2,189 | ) | $ | 1,294 | ||||
March 31,
2015
|
March 31,
2014
|
|||||||
Trade accounts receivable, net
|
$ | 112 | $ | 6,451 | ||||
Other current assets
|
- | 881 | ||||||
Assets from discontinued operations
|
$ | 112 | $ | 7,332 | ||||
Trade accounts payable and accrued expenses
|
$ | - | $ | 4 | ||||
Accrued payroll and related expenses
|
- | 1,790 | ||||||
Other accrued expenses
|
1,008 | 2,350 | ||||||
Deferred revenue
|
- | 106 | ||||||
Liabilities from discontinued operations
|
$ | 1,008 | $ | 4,250 | ||||
March 31,
2015
|
March 31,
2014
|
|||||||
Prepaid expenses
|
$ | 31,391 | $ | 40,339 | ||||
Assets of non-qualified retirement plan
|
14,174 | 13,900 | ||||||
Other miscellaneous assets
|
117 | 245 | ||||||
Other current assets
|
$ | 45,682 | $ | 54,484 |
March 31,
2015
|
March 31,
2014
|
|||||||
Acquired intangible assets, net
|
$ | 22,901 | $ | 281 | ||||
Deferred data acquisition costs
|
2,347 | 4,502 | ||||||
Deferred expenses
|
7,939 | 16,143 | ||||||
Other miscellaneous noncurrent assets
|
3,267 | 3,551 | ||||||
Noncurrent assets
|
$ | 36,454 | $ | 24,477 |
Marketing and Data Services
|
IT Infrastructure Management
|
Other Services
|
Total
|
|||||||||||||
Balance at March 31, 2013
|
$ | 306,854 | $ | 71,508 | $ | 2,767 | $ | 381,129 | ||||||||
Goodwill impairment
|
(20,283 | ) | - | (3,030 | ) | (23,313 | ) | |||||||||
Acquisition
|
350 | - | - | 350 | ||||||||||||
Change in foreign currency translation adjustment
|
(45 | ) | - | 263 | 218 | |||||||||||
Balance at March 31, 2014
|
$ | 286,876 | $ | 71,508 | $ | - | $ | 358,384 | ||||||||
Acquisition
|
213,093 | - | - | 213,093 | ||||||||||||
Change in foreign currency translation adjustment
|
(2,607 | ) | - | - | (2,607 | ) | ||||||||||
Balance at March 31, 2015
|
$ | 497,362 | $ | 71,508 | $ | - | $ | 568,870 |
March 31,
2015
|
March 31,
2014
|
|||||||
Land
|
$ | 6,737 | $ | 6,737 | ||||
Buildings and improvements
|
253,236 | 273,451 | ||||||
Data processing equipment
|
426,005 | 520,927 | ||||||
Office furniture and other equipment
|
37,028 | 51,121 | ||||||
723,006 | 852,236 | |||||||
Less accumulated depreciation and amortization
|
502,416 | 635,330 | ||||||
$ | 220,590 | $ | 216,906 |
March 31,
2015
|
March 31,
2014
|
|||||||
Term loan credit agreement
|
$ | 270,000 | $ | 292,500 | ||||
Capital leases and installment payment obligations on buildings and equipment payable in monthly payments of principal plus interest at rates ranging from approximately 4% to 8%; remaining terms up to seven years
|
7,400 | 12,990 | ||||||
Other debt and long-term liabilities
|
10,024 | 12,120 | ||||||
Total long-term debt and capital leases
|
287,424 | 317,610 | ||||||
Less current installments
|
32,885 | 28,567 | ||||||
Long-term debt, excluding current installments
|
$ | 254,539 | $ | 289,043 | ||||
Year ending March 31,
|
||||
2016
|
$ | 32,885 | ||
2017
|
33,020 | |||
2018
|
40,740 | |||
2019
|
175,169 | |||
2020
|
2,637 | |||
Thereafter
|
2,973 | |||
$ | 287,424 |
Balance at beginning of period
|
Additions charged to costs and expenses
|
Other changes
|
Bad debts written off, net of amounts recovered
|
Balance at end of period
|
||||||||||||||||
2013:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 4,876 | $ | 902 | $ | (112 | ) | $ | (1,525 | ) | $ | 4,141 | ||||||||
2014:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 4,141 | $ | 1,058 | $ | 117 | $ | (405 | ) | $ | 4,911 | |||||||||
2015:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 4,911 | $ | 731 | $ | (288 | ) | $ | (895 | ) | $ | 4,459 |
Number
of shares
|
Weighted-average exercise price
per share
|
Weighted-average remaining contractual term (in years)
|
Aggregate intrinsic value
(in thousands)
|
|||||||||||||
Outstanding at March 31, 2014
|
4,538,518 | $ | 20.30 | |||||||||||||
Granted
|
415,639 | $ | 21.01 | |||||||||||||
LiveRamp replacement stock options
|
1,473,668 | $ | 1.37 | |||||||||||||
Exercised
|
(648,460 | ) | $ | 6.67 | $ | 8,293 | ||||||||||
Forfeited or cancelled
|
(886,319 | ) | $ | 27.77 | ||||||||||||
Outstanding at March 31, 2015
|
4,893,046 | $ | 15.11 | 4.73 | $ | 27,403 | ||||||||||
Exercisable at March 31, 2015
|
3,152,866 | $ | 17.74 | 3.06 | $ | 11,560 |
Options outstanding
|
Options exercisable
|
|||||||||
Range of
exercise price
per share
|
Options
outstanding
|
Weighted- average remaining contractual life
|
Weighted-average
exercise price
per share
|
Options
exercisable
|
Weighted-average
exercise price
per share
|
|||||
$ 0.63 - $ 8.90
|
1,082,710
|
7.42 years
|
$ 1.66
|
257,094
|
$ 2.33
|
|||||
$ 11.08 - $ 14.42
|
1,483,096
|
4.93 years
|
$ 13.16
|
1,130,735
|
$ 13.07
|
|||||
$ 15.10 - $ 19.76
|
577,388
|
2.32 years
|
$ 16.32
|
543,258
|
$ 16.14
|
|||||
$ 20.44 - $ 24.53
|
1,419,424
|
4.34 years
|
$ 22.23
|
906,016
|
$ 22.77
|
|||||
$ 26.33 - $ 35.16
|
200,049
|
1.10 years
|
$ 30.84
|
185,384
|
$ 30.68
|
|||||
$ 41.38 - $ 62.06
|
130,379
|
0.39 years
|
$ 41.83
|
130,379
|
$ 41.83
|
|||||
4,893,046
|
4.73 years
|
$ 15.11
|
3,152,866
|
$ 17.74
|
Number
of shares
|
Weighted-average exercise price
per share
|
Weighted-average remaining contractual term (in years)
|
Aggregate intrinsic value
(in thousands)
|
|||||||||||||
Outstanding at March 31, 2014
|
- | $ | - | |||||||||||||
Granted
|
245,404 | $ | 40.00 | |||||||||||||
Outstanding at March 31, 2015
|
245,404 | $ | 40.00 | 2.00 | $ | - | ||||||||||
Exercisable at March 31, 2015
|
- | $ | - | - | $ | - |
Number
of shares
|
Weighted average fair value per
share at grant date
|
Weighted-average remaining contractual term (in years)
|
||||||||||
Outstanding at March 31, 2014
|
1,078,029 | $ | 18.46 | 2.17 | ||||||||
Granted
|
1,810,199 | $ | 21.16 | |||||||||
Vested
|
(432,276 | ) | $ | 18.24 | ||||||||
Forfeited or cancelled
|
(323,482 | ) | $ | 21.02 | ||||||||
Outstanding at March 31, 2015
|
2,132,470 | $ | 20.41 | 1.94 |
Number
of shares
|
Weighted average fair value per
share at grant date
|
Weighted-average remaining contractual term (in years)
|
||||||||||
Outstanding at March 31, 2014
|
1,066,828 | $ | 14.19 | 0.91 | ||||||||
Granted
|
266,751 | $ | 18.85 | |||||||||
Vested
|
(523,378 | ) | $ | 9.64 | ||||||||
Forfeited or cancelled
|
(410,207 | ) | $ | 16.28 | ||||||||
Outstanding at March 31, 2015
|
399,994 | $ | 21.10 | 1.57 |
Number
of shares
|
Weighted average fair value per
share at grant date
|
Weighted-average remaining contractual term (in years)
|
||||||||||
Outstanding at March 31, 2014
|
- | $ | - | |||||||||
Granted
|
312,575 | $ | 5.23 | |||||||||
Outstanding at March 31, 2015
|
312,575 | $ | 5.23 | 2.36 |
March 31,
2015
|
March 31,
2014
|
|||||||
Foreign currency translation
|
$ | 9,612 | $ | 13,686 | ||||
Unrealized loss on interest rate swap
|
(199 | ) | (24 | ) | ||||
$ | 9,413 | $ | 13,662 |
2015
|
2014
|
2013
|
||||||||||
Earnings (loss) from continuing operations
|
$ | (2,832 | ) | $ | 29,627 | $ | 32,649 | |||||
Earnings from discontinued operations
|
- | - | 409 | |||||||||
Stockholders’ equity:
|
||||||||||||
Tax impact of stock options, warrants and restricted stock
|
(4,645 | ) | (11,295 | ) | (357 | ) | ||||||
$ | (7,477 | ) | $ | 18,332 | $ | 32,701 |
2015
|
2014
|
2013
|
||||||||||
Current:
|
||||||||||||
U.S. Federal
|
$ | 6,781 | $ | 23,506 | $ | 32,782 | ||||||
Non-U.S.
|
192 | 928 | 239 | |||||||||
State
|
(116 | ) | 3,096 | 3,138 | ||||||||
6,857 | 27,530 | 36,159 | ||||||||||
Deferred:
|
||||||||||||
U.S. Federal
|
(5,462 | ) | (5,436 | ) | (3,874 | ) | ||||||
Non-U.S.
|
326 | 7,641 | (506 | ) | ||||||||
State
|
(4,553 | ) | (108 | ) | 870 | |||||||
(9,689 | ) | 2,097 | (3,510 | ) | ||||||||
Total
|
$ | (2,832 | ) | $ | 29,627 | $ | 32,649 |
2015
|
2014
|
2013
|
||||||||||
U.S.
|
$ | 4,065 | $ | 45,388 | $ | 89,791 | ||||||
Non-U.S.
|
(16,044 | ) | (4,769 | ) | (1,317 | ) | ||||||
Total
|
$ | (11,979 | ) | $ | 40,619 | $ | 88,474 |
2015
|
2014
|
2013
|
||||||||||
Computed expected tax expense
|
$ | (4,193 | ) | $ | 14,217 | $ | 30,966 | |||||
Increase (reduction) in income taxes resulting from:
|
||||||||||||
State income taxes, net of federal benefit
|
1,543 | 1,845 | 1,631 | |||||||||
Research and other tax credits
|
(6,369 | ) | (5,251 | ) | (1,408 | ) | ||||||
Impairment of goodwill and intangibles not deductible for tax
|
- | 5,368 | - | |||||||||
Share-based compensation
|
2,276 | - | - | |||||||||
Non-U.S. subsidiaries taxed at other than 35%
|
3,959 | 5,130 | 1,948 | |||||||||
Adjustment to valuation allowances
|
(776 | ) | 7,604 | 726 | ||||||||
Other, net
|
728 | 714 | (1,214 | ) | ||||||||
$ | (2,832 | ) | $ | 29,627 | $ | 32,649 |
2015
|
2014
|
2013
|
||||||||||
Computed expected tax expense
|
$ | (659 | ) | $ | (766 | ) | $ | 596 | ||||
Increase (reduction) in income taxes resulting from:
|
||||||||||||
Non-U.S. subsidiaries taxed at other than 35%
|
659 | 632 | (187 | ) | ||||||||
Adjustment to valuation allowances
|
- | 134 | - | |||||||||
$ | - | $ | - | $ | 409 |
2015
|
2014
|
|||||||
Deferred tax assets:
|
||||||||
Accrued expenses
|
$ | 14,394 | $ | 10,606 | ||||
Deferred revenue
|
4,065 | 3,859 | ||||||
Net operating loss and tax credit carryforwards
|
61,569 | 43,568 | ||||||
Share-based compensation
|
12,170 | 4,219 | ||||||
Other
|
6,838 | 6,192 | ||||||
Total deferred tax assets
|
99,036 | 68,444 | ||||||
Less valuation allowance
|
(50,598 | ) | (43,436 | ) | ||||
Net deferred tax assets
|
48,438 | 25,008 | ||||||
Deferred tax liabilities:
|
||||||||
Intangible assets
|
$ | (97,608 | ) | $ | (70,892 | ) | ||
Capitalized software costs
|
(17,165 | ) | (20,398 | ) | ||||
Property and equipment
|
(8,678 | ) | (11,074 | ) | ||||
Total deferred tax liabilities
|
(123,451 | ) | (102,364 | ) | ||||
Net deferred tax liabilities
|
$ | (75,013 | ) | $ | (77,356 | ) |
(dollars in thousands)
|
2015
|
2014
|
2013
|
|||||||||
Balance at beginning of period
|
$ | 2,457 | $ | 3,646 | $ | 3,109 | ||||||
Additions based on tax positions related to the current year
|
4,339 | 902 | 342 | |||||||||
Additions due to acquisition
|
2,887 | - | - | |||||||||
Reduction due to expiration of statute of limitations
|
(181 | ) | (3,037 | ) | - | |||||||
Adjustments to tax positions taken in prior years
|
209 | 946 | 195 | |||||||||
Balance at end of period
|
$ | 9,711 | $ | 2,457 | $ | 3,646 |
2015
|
2014
|
2013
|
||||||||||
United States
|
$ | 924,281 | $ | 949,898 | $ | 954,467 | ||||||
Foreign
|
||||||||||||
Europe
|
$ | 59,958 | $ | 73,294 | $ | 74,077 | ||||||
Asia/Pacific
|
32,658 | 34,540 | 34,876 | |||||||||
Other
|
3,162 | 4,546 | 4,738 | |||||||||
All Foreign
|
$ | 95,778 | $ | 112,380 | $ | 113,691 | ||||||
$ | 1,020,059 | $ | 1,062,278 | $ | 1,068,158 |
2015
|
2014
|
|||||||
United States
|
$ | 875,276 | $ | 617,668 | ||||
Foreign
|
||||||||
Europe
|
$ | 11,467 | $ | 13,886 | ||||
Asia/Pacific
|
20,683 | 24,912 | ||||||
Other
|
944 | 1,310 | ||||||
All Foreign
|
$ | 33,094 | $ | 40,108 | ||||
$ | 908,370 | $ | 657,776 |
As of March 31, 2015
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Other current assets
|
$ | 14,174 | $ | - | $ | - | $ | 14,174 | ||||||||
Total assets
|
$ | 14,174 | $ | - | $ | - | $ | 14,174 | ||||||||
Liabilities:
|
||||||||||||||||
Other noncurrent liabilities
|
- | 199 | - | 199 | ||||||||||||
Total liabilities
|
$ | - | $ | 199 | $ | - | $ | 199 |
As of March 31, 2014
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Other current assets
|
$ | 13,900 | $ | - | $ | - | $ | 13,900 | ||||||||
Total assets
|
$ | 13,900 | $ | - | $ | - | $ | 13,900 | ||||||||
Liabilities:
|
||||||||||||||||
Other noncurrent liabilities
|
- | 24 | - | 24 | ||||||||||||
Total liabilities
|
$ | - | $ | 24 | $ | - | $ | 24 |
2015
|
2014
|
2013
|
||||||||||
Revenue:
|
||||||||||||
Marketing and Data Services
|
$ | 804,911 | $ | 805,153 | $ | 792,689 | ||||||
IT Infrastructure Management
|
215,148 | 257,125 | 275,469 | |||||||||
Total revenue
|
$ | 1,020,059 | $ | 1,062,278 | $ | 1,068,158 | ||||||
Income (loss) from operations:
|
||||||||||||
Marketing and Data Services
|
$ | 46,728 | $ | 78,500 | $ | 73,696 | ||||||
IT Infrastructure Management
|
18,105 | 32,847 | 29,330 | |||||||||
Corporate
|
(65,437 | ) | (60,874 | ) | (2,010 | ) | ||||||
Income from operations
|
$ | (604 | ) | $ | 50,473 | $ | 101,016 | |||||
Depreciation and amortization:
|
||||||||||||
Marketing and Data Services
|
$ | 71,123 | $ | 49,554 | $ | 55,593 | ||||||
IT Infrastructure Management
|
43,395 | 52,872 | 60,043 | |||||||||
Corporate
|
4,316 | - | - | |||||||||
Depreciation and amortization
|
$ | 118,834 | $ | 102,426 | $ | 115,636 | ||||||
Total assets:
|
||||||||||||
Marketing and Data Services
|
$ | 952,225 | $ | 649,321 | ||||||||
IT Infrastructure Management
|
240,278 | 267,110 | ||||||||||
Corporate
|
129,921 | 406,870 | ||||||||||
Total assets
|
$ | 1,322,424 | $ | 1,323,301 |
(dollars in thousands except per-share amounts)
|
Quarter ended
June 30,
2014
|
Quarter ended September 30, 2014
|
Quarter ended December 31, 2014
|
Quarter ended
March 31,
2015
|
||||||||||||
Revenue
|
$ | 242,215 | $ | 260,037 | $ | 260,440 | $ | 257,367 | ||||||||
Gross profit
|
49,912 | 54,719 | 56,712 | 51,247 | ||||||||||||
Income (loss) from operations
|
(4,478 | ) | 3,307 | 5,192 | (4,625 | ) | ||||||||||
Earnings (loss) from discontinued operations, net of tax
|
(1,532 | ) | (48 | ) | (318 | ) | 14 | |||||||||
Net earnings (loss)
|
(7,604 | ) | (1,544 | ) | 4,156 | (6,039 | ) | |||||||||
Net earnings (loss) attributable to Acxiom
|
(7,604 | ) | (1,544 | ) | 4,156 | (6,039 | ) | |||||||||
Basic earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
(0.08 | ) | (0.02 | ) | 0.06 | (0.08 | ) | |||||||||
From discontinued operations
|
(0.02 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
Attributable to Acxiom stockholders
|
(0.10 | ) | (0.02 | ) | 0.05 | (0.08 | ) | |||||||||
Diluted earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
(0.08 | ) | (0.02 | ) | 0.06 | (0.08 | ) | |||||||||
From discontinued operations
|
(0.02 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
Attributable to Acxiom stockholders
|
(0.10 | ) | (0.02 | ) | 0.05 | (0.08 | ) |
(dollars in thousands except per-share amounts)
|
Quarter ended
June 30,
2013
|
Quarter ended September 30, 2013
|
Quarter ended December 31, 2013
|
Quarter ended
March 31,
2014
|
||||||||||||
Revenue
|
$ | 257,178 | $ | 267,777 | $ | 268,761 | $ | 268,562 | ||||||||
Gross profit
|
61,073 | 68,670 | 67,331 | 69,642 | ||||||||||||
Income (loss) from operations
|
23,458 | 19,227 | 19,291 | (11,503 | ) | |||||||||||
Earnings (loss) from discontinued operations, net of tax
|
592 | 426 | 489 | (3,696 | ) | |||||||||||
Net earnings (loss)
|
13,095 | 9,864 | 15,067 | (29,223 | ) | |||||||||||
Net earnings (loss) attributable to Acxiom
|
13,180 | 9,839 | 15,067 | (29,223 | ) | |||||||||||
Basic earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
0.17 | 0.13 | 0.19 | (0.33 | ) | |||||||||||
From discontinued operations
|
0.01 | 0.01 | 0.01 | (0.05 | ) | |||||||||||
Attributable to Acxiom stockholders
|
0.18 | 0.13 | 0.20 | (0.38 | ) | |||||||||||
Diluted earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
0.17 | 0.12 | 0.19 | (0.33 | ) | |||||||||||
From discontinued operations
|
0.01 | 0.01 | 0.01 | (0.05 | ) | |||||||||||
Attributable to Acxiom stockholders
|
0.17 | 0.13 | 0.19 | (0.38 | ) |
16.
|
De
si
g
n
a
tion of
B
e
n
ef
i
c
i
a
r
i
es
/
Tra
ns
f
era
bili
t
y
/ S
h
ar
e
H
oldi
n
g
P
er
iod.
|
·
|
earnings before interest, taxes, depreciation and/or amortization;
|
·
|
operating income or profit;
|
·
|
operating efficiencies;
|
·
|
return on equity, assets, capital, capital employed, or investment;
|
·
|
after tax operating income;
|
·
|
net income;
|
·
|
earnings or book value per share;
|
·
|
cash flow(s);
|
·
|
total sales or revenues or sales or revenues per employee, , including total value of contracts executed in a given time period;
|
·
|
production;
|
·
|
stock price or total stockholder return;
|
·
|
cost of capital or assets under management;
|
·
|
strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals, and goals relating to acquisitions or divestitures;
|
1.
|
Associate’s employment with Acxiom is severed effective March 31, 2015 (“Separation Date”), under the following terms and conditions:
|
a.
|
Associate acknowledges that she is an “at will” employee and does not have any right to severance benefits under Acxiom’s policies or any other understanding or agreement with Acxiom that would entitle her to severance benefits related to her separation from Acxiom on the Separation Date. However, in consideration for Associate’s execution of this Agreement, Acxiom agrees to provide the additional benefits described in Exhibit A attached to and made part of this Agreement.
|
b.
|
In exchange for the consideration set forth in Exhibit A, Associate agrees to unconditionally release and discharge Acxiom from all claims, obligations and liabilities Associate has or may have had, whether known or unknown, suspected or unsuspected up to and as of the date of the execution of this Agreement, arising out of or related to Associate’s employment, separation from Acxiom and any other contact or association with Acxiom. Such claims include, without limitation, those for: personal injuries; compensatory, punitive, and liquidated damages; wages, salaries, commissions, and bonuses; deductions; back pay; front pay; reinstatement; court costs; attorneys’ fees; intentional infliction of emotional distress; tort; express or implied contract; wrongful discharge; and/or for any other known or unknown causes, claims or demands which Associate has or may have had against Acxiom. This Agreement specifically releases and discharges Acxiom from, without limitation, any and all claims Associate has or may have had against Acxiom under:
|
i.
|
Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, Section 1981A of the Civil Rights Act of 1991, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex;
|
ii.
|
the Age Discrimination in Employment Act and Executive Order 11141, which prohibit age discrimination in employment;
|
iii.
|
the Americans with Disabilities Act of 1990 and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination on account of disability;
|
iv.
|
the Fair Labor Standards Act of 1938, which regulates wage and hour matters;
|
v.
|
the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for equal work;
|
vi.
|
the Consolidated Omnibus Budget Reconciliation Act of 1985, which requires employers under certain circumstances to offer continued health coverage after an employee’s separation of employment;
|
vii.
|
the Employee Retirement Income Security Act which, among other things, protects employee benefits;
|
viii.
|
the Older Worker Benefit Protection Act;
|
ix.
|
the Arkansas Civil Rights Act of 1993;
|
x.
|
the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances;
|
xi.
|
the Occupational Safety and Health Act;
|
xii.
|
state or federal common law;
|
xiii.
|
any local, state, or federal law whatsoever; and
|
xiv.
|
Acxiom Corporation 2010 Executive Officer Severance Policy
|
c.
|
This waiver and release does not apply to or waive: 1) Associate’s rights to enforce this Agreement; 2) any rights Associate may have under applicable workers’ compensation or unemployment compensation statutes, or 3) any right to continuation of health care coverage under the Consolidated Omnibus Reconciliation Act.
|
2.
|
Associate is entering into this Agreement knowingly and voluntarily of her own free will and with the intent to be bound hereby, she has carefully read the Agreement, she fully understands the provisions and effect of this Agreement, she has not been forced, induced or coerced into entering into this Agreement, and Associate has the right at Associate’s cost to consult with an attorney of her own choosing prior to signing this Agreement and has done so to the extent deemed appropriate. Associate also acknowledges that this Agreement is written in a manner calculated to be understood by her, that she does not waive any rights or claims that may arise after the date of this Agreement, and that she is waiving rights and claims in exchange for consideration in addition to anything of value to which she is already entitled. Employee agrees this Agreement has been individually negotiated and is not part of a group exit or termination incentive program. Associate acknowledges that she has the right to consider this Agreement for a period of twenty-one (21) days. The parties hereby agree that changes made to this Agreement; whether material or immaterial, do not restart the running of the twenty-one (21) day review period. If Associate elects to sign this Agreement before the end of the twenty-one (21) day period, she agrees that the earlier execution of this Agreement by Associate is Associate’s voluntary choice. Associate may revoke this Agreement at any time and for any reason for a period of seven (7) days following the execution of the Agreement. The Agreement is not effective or enforceable until expiration of the seven (7) day period. Further, if Associate elects to sign this Agreement, Associate must send the executed original version of this Agreement to
Acxiom Corporation, ATTN: Human Resources Operations Center (HROC),
PO Box 8190, Little Rock AR 72203-8190
or via electronic mail to John Yates, Director of Employment Compliance at john.yates@acxiom.com
. If the executed Agreement is not received by Acxiom on or before May 15, 2015, the offer of additional benefits described in Exhibit A will expire. Associate further acknowledges and agrees that Associate is wholly responsible for ensuring that the executed Agreement is provided to Acxiom by the deadline stated herein.
|
3.
|
Except as set forth herein, the parties agree that, unless otherwise required by an order of a court of competent jurisdiction, the fact, contents, and the terms and conditions of, and the consideration for, this Agreement have not and shall not be discussed, disclosed, referred to or communicated by Associate to any past, present or prospective employees of Acxiom, to customers, suppliers, or vendors of Acxiom, to the public, to third parties or to any other person or entity, or in any way publicized, disclosed, distributed, discussed or disseminated to anyone or any entity. Associate is permitted, however, to make confidential disclosure of the severance amount and terms, as required, to her tax or legal advisors, accountants or governmental taxing authorities to comply with her duty to report income for tax purposes.
|
4.
|
In the event Associate is required by an order of a court of competent jurisdiction to discuss, disclose, refer to, or communicate the contents, terms, or conditions of, or consideration for, this Agreement, Associate agrees to timely notify Acxiom in writing and allow Acxiom a reasonable opportunity to interpose an objection. No terms herein that are disclosed by Acxiom in a filing with the Securities Exchange Commission (SEC) will be subject to the requirements of sections 3 and 4.
|
5.
|
Associate acknowledges that Acxiom has developed, at its own expense, and will continue to develop and use, valuable technical and non-technical business and trade secrets and other confidential information, including, without limitation, information pertaining to Acxiom’s products, services, present and future development, processes or techniques, marketing strategies and related data, customer lists, vendor selection and information, sales and profits, costs and suppliers, and personnel (the “Confidential Information”). Acxiom has protected the disclosure/release of Confidential Information to third persons and intends that such information will continue to be kept confidential. Associate acknowledges that, during her employment with Acxiom, she had or may have had access to such Confidential Information. Associate hereby agrees to and acknowledges a continuing obligation to preserve the confidentiality of, and not to use, confidential information. For a period of two (2) years after the execution of this Agreement, Associate will inform prospective employers of Associate of this provision of this Agreement. Associate agrees not to disclose and to return or has destroyed, including any copies, Acxiom’s Confidential Information: (1) acquired by or made known to Associate during or after her Acxiom employment; or (2) to which Associate has had possession, access, or control, or right of possession, access, or control at any time.
|
6.
|
Associate agrees and acknowledges that she has or will return all Acxiom property to Acxiom unless destruction is otherwise permitted pursuant to Section 5 herein. The return of Acxiom property shall function as a condition precedent to any obligation to provide the benefits specified in Part B of Exhibit A, and accordingly, Acxiom is not obligated to provide any benefits to Associate until such time as it had received all Acxiom property from Associate.
|
7.
|
Associate agrees not to knowingly make any statement or engage in any conduct which may reasonably be expected to have the effect of disparaging Acxiom to: (i) any media (broadcast print, digital, or other); or (ii) current or former customers or employees of Acxiom; or (iii) third parties. Likewise, Acxiom agrees that its officers will not knowingly make any statement or engage in any conduct that may reasonably be expected to have the effect of disparaging Associate to: (i) any media (broadcast print, digital, or other); or (ii) current or former customers or employees, directors, officers or agents of Acxiom; or (iii) third parties. Associate generally agrees not to make any statements intended for public dissemination without Acxiom’s express written consent. “Acxiom” includes the subsidiaries and affiliates of Acxiom Corporation. Both parties acknowledge and agree that each other party will be irreparably harmed and that there may be no adequate remedy at law for a breach of this non-disparagement agreement.
|
8.
|
Notwithstanding any provision in this Agreement to the contrary, nothing contained herein prohibits Associate from reporting possible violations of state or federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Associate acknowledges that she does not need the prior authorization of Acxiom to make any such reports or disclosures, and that Associate is not required to notify Acxiom that she has made such reports or disclosures. Associate also acknowledges that nothing in this Agreement prohibits her from filing a charge or participating in a proceeding conducted by the U.S. Equal Employment Opportunity Commission, although Associate does waive, release and give up the right to seek or receive any relief by or through the EEOC. Associate is not authorized to disclose or divulge any information or material obtained under the attorney-client privilege while employed by or associated with Acxiom.
|
9.
|
This Agreement shall not be construed as an admission by Acxiom of any wrongdoing or any violation of federal, state or local law, regulation or ordinance, and Acxiom specifically disclaims any wrongdoing or liability to Associate. Additionally, nothing in this Agreement shall be construed as creating a policy or practice of granting benefits to current or former employees.
|
10.
|
This Agreement shall be construed and enforced under Arkansas law, without regard to conflicts of law principles.
|
11.
|
This Agreement was reached after good faith, arms length negotiations. Associate acknowledges that she is not signing this Agreement in reliance on any promises; representations or inducements other than those contained in this Agreement, and is signing this Agreement free of any duress or coercion. Associate further acknowledges that she has not assigned or transferred any right or claim she may have against Acxiom. This Agreement is deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed for or against either party based on attribution of drafting.
|
12.
|
Nothing in this Agreement or its Exhibits including the grant of any benefit hereunder is intended to or should be construed as altering or superseding any rights or obligations of the parties under the terms of any other written
agreements between the parties specifically, but not limited to any associate agreement or any stock option or restricted stock unit grant agreement (including, again without limitation, the right of Acxiom to cancel stock options and/or restricted stock units and/or collect stock option gain due to engagement by the Associate in certain activities).
|
13.
|
Except as otherwise specifically provided herein, any controversy or claim between Associate and Acxiom arising out of or related to Associate’s employment with Acxiom, the termination of that employment, or this Agreement shall be resolved exclusively by final and binding arbitration before an arbitrator, in accordance with the then existing rules and procedures of the American Arbitration Association, under its National Rules for the Resolution of Employment Disputes. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The cost to Associate of the arbitration shall not exceed the amount she would incur if the matter arbitrated were instead resolved in a judicial forum. Notwithstanding the above, in the event of an alleged breach of paragraph(s) 3, 4, and/or 5, either party shall have the right to pursue all available rights and remedies with respect to that breach in the appropriate court of law or equity.
|
14.
|
In the event any portion of this Agreement is deemed to be invalid or unenforceable, that portion will be deemed to be omitted and the remainder of this Agreement will remain in full force and effect.
|
15.
|
Associate agrees that, should Associate bring any action (in any forum) challenging the enforceability of this Agreement, Associate will immediately repay the total amount paid under Part B of Exhibit A, unless such action directly pertains to the Age Discrimination in Employment Act. In any action to enforce this Agreement, except a claim pertaining directly to the Age Discrimination in Employment Act, the prevailing party’s attorneys’ fees and costs shall be paid by the non-prevailing party.
|
16.
|
In the event Associate is reemployed by Acxiom prior to being unemployed for a period which is at least as long as the number of weeks/months of severance as specified in the attached Exhibit A, Associate shall be required to repay Acxiom the difference between the severance amount paid less the amount determined by multiplying the number of weeks actually unemployed by the weekly base pay amount used in computing the severance payment received before returning to work. Associate may also be required to repay all or a portion of any other sums that may be offered in Exhibit A, Part B.
|
17.
|
This Agreement is binding on the parties and their heirs, successors, administrators, agents, executors, assigns, and representatives.
|
ASSOCIATE:
|
ACXIOM CORPORATION:
|
|
NADA STIRRATT | SCOTT HOWE | |
Name (Type or Print)
|
Name (Type or Print)
|
|
/s/ NCStirratt | /s/ Scott Howe | |
Signature
|
Signature
|
|
XXXXXX | CEO & PRESIDENT | |
Associate’s Acxiom ID Number
|
Title
|
|
4/16/15 | 4/16/15 | |
Date
|
Date
|
1.
|
All base pay, earned and unpaid through Separation Date;
|
2.
|
All eligible and approved business expense reimbursements outstanding as of the Separation Date;
|
3.
|
Ability to continue current elected medical and/or dental coverage, at Associate’s expense, in accordance with Acxiom’s COBRA policy.
|
1.
|
Severance benefits equal to six (6) months base pay, less applicable taxes and withholdings, to be paid in a lump sum following the Separation Date.
|
2.
|
A lump sum amount equivalent to twelve (12) months of COBRA premium cost based on Associate’s current elections, less applicable taxes and withholdings, to help offset the cost of COBRA.
|
3.
|
An additional lump sum payment of $638,235.56, less applicable taxes and withholdings.
|
4.
|
An extension of the time in which Associate may exercise any vested options to purchase shares of Acxiom common stock under the 2005 Equity Compensation Plan of Acxiom Corporation until three (3) years after Associate’s Separation Date, provided that in no event shall any options be exercisable beyond the earlier of a) the end of the original exercise period; or b) the expiration of this three year period.
|
Name
|
Incorporated In
|
Doing Business As
|
1.
Acxiom CDC, Inc.
|
Arkansas
|
Acxiom CDC, Inc.
|
2.
Acxiom CH, Inc.
|
Delaware
|
Acxiom CH, Inc.
|
3.
Acxiom Digital, Inc.
|
Delaware
|
Acxiom Digital, Inc.
|
4.
Acxiom Direct, Inc.
|
Tennessee
|
Acxiom Direct, Inc.
|
5.
Acxiom / Direct Media, Inc.
|
Arkansas
|
Acxiom / Direct Media, Inc.
|
6.
Acxiom Dutch Holdings, LLC
|
Delaware
|
Acxiom Dutch Holdings, LLC
|
7.
Acxiom Government Services, Inc.
|
Arkansas
|
Acxiom Government Services, Inc.
|
8.
Acxiom Identity Solutions, LLC
|
Colorado
|
Acxiom Identity Solutions, LLC
|
9.
Acxiom IT Outsourcing, Inc.
|
Delaware
|
Acxiom IT Outsourcing, Inc.
|
10.
Acxiom ITO Holding I, LLC
|
Delaware
|
Acxiom ITO Holding I, LLC
|
11.
Acxiom ITO Holding II, LLC
|
Delaware
|
Acxiom ITO Holding II, LLC
|
12.
LiveRamp, Inc.
|
Delaware
|
LiveRamp, Inc.
|
1.
ACDUHO, C.V.
|
The Netherlands
|
ACDUHO, C.V.
|
2.
Acxiom Australia Pty Ltd
|
Australia
|
Acxiom Australia Pty Ltd
|
3.
Acxiom Japan K. K.
|
Japan
|
Acxiom Japan K. K.
|
Signed:
/s/ John L. Battelle
Name: JOHN L. BATTELLE, Director
|
|
|
Signed:
/s/ Timothy R. Cadogan
Name: TIMOTHY R. CADOGAN, Director
|
|
|
Signed:
/s/ William T. Dillard II
Name: WILLIAM T. DILLARD II, Director
|
|
|
Signed:
/s/ Richard P. Fox
Name: RICHARD P. FOX, Director
|
|
|
Signed:
/s/ Jerry D. Gramaglia
Name: JERRY D. GRAMAGLIA, Director
(Non-Executive Chairman of the Board)
|
|
|
Signed:
/s/ Ann Die Hasselmo
Name: ANN DIE HASSELMO, Director
|
|
|
Signed:
/s/ William J. Henderson
Name: WILLIAM J. HENDERSON, Director
|
|
|
Signed:
/s/ Scott E. Howe
Name: SCOTT E. HOWE, Director and Chief Executive Officer
|
||
(principal executive officer)
|
||
Signed:
/s/ Clark M. Kokich
Name: CLARK M. KOKICH, Director
|
|
1.
|
I have reviewed this annual report on Form 10-K
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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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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
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d)
|
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
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5.
|
The registrant’s other certifying officer 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.
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Dated: May 27, 2015
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By:
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/s/ Scott E. Howe |
|
Scott E. Howe
Chief Executive Officer & President
|
1.
|
I have reviewed this annual report on Form 10-K
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;
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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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
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
|
|
d)
|
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 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: May 27, 2015
|
By:
|
/s/ Warren C. Jenson | |
Warren C. Jenson
Chief Financial Officer & Executive Vice President
|