-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5N3QhP/kby14Z/50t4xTz5VE3GjARjrgF8l+zltUoXe0IFs6uE0ailfeGgq00q+ KhD48KO6OJsTR37+y1tqnw== 0000733269-07-000010.txt : 20070517 0000733269-07-000010.hdr.sgml : 20070517 20070516193447 ACCESSION NUMBER: 0000733269-07-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070517 DATE AS OF CHANGE: 20070516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACXIOM CORP CENTRAL INDEX KEY: 0000733269 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 710581897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13163 FILM NUMBER: 07859287 BUSINESS ADDRESS: STREET 1: 1 INFORMATION WAY STREET 2: P O BOX 8180 CITY: LITTLE ROCK STATE: AR ZIP: 72203-0180 BUSINESS PHONE: 5013421000 MAIL ADDRESS: STREET 1: 1 INFORMATION WAY STREET 2: PO BOX 8180 CITY: LITTLE ROCK STATE: AR ZIP: 72202-8180 FORMER COMPANY: FORMER CONFORMED NAME: CCX NETWORK INC DATE OF NAME CHANGE: 19880816 8-K 1 f8k.htm FY07 QTR EARNINGS/CFO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 16, 2007

 

ACXIOM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

 

0-13163

71-0581897

 

(Commission File Number)

(IRS Employer Identification No.)

 

1 Information Way, P.O. Box 8180, Little Rock, Arkansas

72203-8180

 

(Address of Principal Executive Offices)

(Zip Code)

 

501-342-1000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Item 1.01      Entry into a Material Definitive Agreement.

The information reported pursuant to this item is incorporated by reference within Item 5.02(c) below.

Item 2.02

Results of Operations and Financial Condition.

On May 16, 2007, Acxiom Corporation (the “Company”) issued a press release announcing the results of its financial performance for the fourth quarter of fiscal year 2007. The Company will hold a conference call at 6:45 p.m. CDT today to discuss this information further. Interested parties are invited to listen to the call, which will be broadcast via the Internet at www.acxiom.com. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

The Company’s press release and other communications from time to time include certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements.

The attached press release utilizes a non-GAAP measure of free cash flow available to equity. Free cash flow available to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions) less required payments of debt (total debt payments excluding payments on the line of credit and prepayments of debt). The Company’s management believes that this measure of free cash flow available to equity is superior to the previously reported free cash flow since it represents the amount of money available for the Company’s discretionary spending after funding all required obligations including scheduled debt payments, and it therefore provides a useful measure of liquidity for assessing the amount of cash available for general corporate and strategic purposes.

A reconciliation of free cash flow to equity to operating cash flow, the nearest comparable GAAP measure, is included as an attachment to the press release.

The press release also includes measures of earnings before income taxes, income taxes, net earnings, and diluted earnings per share for the quarter and fiscal year, all as adjusted for unusual charges during the fourth quarter. These charges are excluded because they do not represent continuing operations of the Company, and management believes it is appropriate to exclude these changes for comparison purposes. A reconciliation of these measures to the comparable GAAP measures is included as an attachment to the press release.

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is not mentioned in the attached press release, but may be discussed during the conference call. EBITDA can be calculated directly from the financial statements by adding pre-tax income plus interest expense from the statement of operations plus depreciation and amortization from the cash flow statement. Management believes EBITDA is a useful measure of liquidity which may be used by investors to assess the Company’s ongoing operations and liquidity.

 


The non-GAAP financial measures used by the Company in the attached press release may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP.

Item 5.02(c)

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

The Company has hired Christopher W. Wolf, age 45, to become its chief financial officer. Mr. Wolf will begin his employment with the Company in late May or early June, 2007, and will be transitioning into the CFO role over the next few months. As CFO, he will be responsible for all aspects of the Company’s financial management and will be a member of the Company Leadership Team. A copy of Mr. Wolf’s offer letter is furnished herewith as Exhibit 99.2 and incorporated by reference herein. The Company has agreed to enter into an Executive Security Agreement with Mr. Wolf effective as of his date of hire, in the form furnished herewith as Exhibit 99.3 and incorporated by reference herein.

 

Rodger S. Kline, a director of the Company and its Chief Administrative Leader, has served as acting chief financial officer for the past 3 months and will continue to serve as such until Mr. Wolf has fully transitioned into the CFO role.

Mr. Wolf has over 19 years experience as a financial executive and consultant to companies in the marketing, retail, and technology sectors. He has most recently served as an independent consultant, providing consultation on financial reporting, Sarbanes-Oxley compliance, corporate governance, capital structure, mergers and acquisitions, and tax planning to a variety of public and private entities. From 2005 - 2006, Mr. Wolf served as CFO of NiuTech LLC, an internet marketing services company. In this role, Mr. Wolf was responsible for the accounting, financial planning and analysis, treasury, and risk management activities of the company. From 1996 - 2004, Mr. Wolf was employed in various finance and tax positions with Catalina Marketing Corporation, culminating in his service as chief financial officer from 2002 - 2004. He also served as executive vice president from 2003 - 2004; senior vice president from 2002 - 2003; vice president –finance and treasurer from 2000 - 2002; executive director of tax, treasury and international finance from 1998 - 2000; senior director of tax and international finance from 1997 - 1998; and senior director of tax from 1996 - 1997. As chief financial officer, Mr. Wolf had responsibility for strategic planning, development and leadership of the finance function of Catalina, a leader in behavior-based, targeted-marketing services and programs offered through a variety of distribution channels with revenues of over $450 million. These marketing services include discount coupons, loyalty marketing programs, newsletters, sampling, advertising, in-store instant-win games and other incentives that are delivered directly to shoppers by various methods. Mr. Wolf also had oversight responsibility in his role as chief financial officer for corporate governance, legal affairs, intellectual property, SEC reporting, investor relations, financial analysis and planning, capital budgeting, operating budgeting, forecasting and cash management.

Prior to joining Catalina in 1996, Mr. Wolf served for a 10-year period as a tax manager and consultant for Arthur Andersen & Co. In addition to assisting clients in tax planning and compliance matters and representing clients before the Internal Revenue Service and state tax authorities with respect to income, sales, use and other taxes, Mr. Wolf consulted on tax issues with respect to mergers and acquisitions, initial public offerings, spin-offs, and other taxable and tax-free corporate finance transactions. Mr. Wolf is a certified public accountant. He holds a

 


B.S. degree in accounting from Florida State University and a Master of Accounting degree from the University of North Carolina.

 

 

Item 9.01

Financial Statements and Exhibits

 

(c)

Exhibits

 

The following exhibits are furnished herewith:

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of the Company dated May 16, 2007 announcing fourth quarter earnings for fiscal year 2007.

 

 

 

99.2

 

Offer Letter dated May 9, 2007 from the Company to Christopher W. Wolf

 

 

 

99.3

 

Form of Executive Security Agreement between the Company and Christopher W. Wolf

 

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:

May 16, 2007

 

 

ACXIOM CORPORATION

 

By:    /s/ Jerry C. Jones 

 

Name:

Jerry C. Jones

 

Title:

Business Development/Legal Leader

 

 


EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of the Company dated May 17, 2006 announcing fourth quarter earnings for fiscal year 2006.

 

 

 

99.2

 

Offer Letter dated May 9, 2007 from the Company to Christopher W. Wolf

 

 

 

99.3

 

Form of Executive Security Agreement between the Company and Christopher W. Wolf

 

 

 

EX-99 2 ex991.htm PRESS RELEASE 5/16/07 Form 8-K : FY07 4th Qtr Earnings/CFO

Exhibit 99.1

 

For more information, contact:

Katharine Raymond

Investor Relations Coordinator

Acxiom Corporation

(501) 342-1321

 

Suellen Vann

Public Relations Leader

Acxiom Corporation

(501) 342-0263

EACXM

 

Acxiom® Announces Fiscal 2007 Results

Company also moves to new three-division alignment

 

LITTLE ROCK, Ark. – May 16, 2007 – Acxiom® Corporation (Nasdaq: ACXM) today reported full-year and fourth-quarter financial results for fiscal 2007 ended March 31, 2007, and also announced a new organizational alignment designed to increase focus on the company’s three core areas of business. The reported results, excluding unusual charges, met the Company’s expectations and consensus analysts’ estimates of $.20 earnings per share for the quarter.

 

Full 2007 fiscal-year results include revenue of $1.4 billion, income from operations of $158.8 million and diluted earnings per share of $.84. These results include the impact in the fourth quarter of unusual charges that reduced diluted EPS for the fourth quarter and full fiscal year by $.12.

 

Fourth-quarter results include revenue of $357.3 million, income from operations of $29.3 million, diluted earnings per share of $.08, operating cash flow of $76.5 million and free cash flow available to equity of $15.4 million.

 

Acxiom will hold a conference call at 6:45 p.m. CDT today to discuss this information further. Interested parties are invited to listen to the call, which will be broadcast via the Internet at www.acxiom.com.

 

Acxiom’s new organizational structure reflects the unique characteristics within each area of the business and will facilitate the execution of operational strategies designed to maximize financial performance in each division. The re-segmentation took effect April 1, 2007, the first day of the company’s fiscal year 2008.

 

“This change is all about bringing focus and dedicated management to each key area of our business,” Acxiom chairman and chief executive Charles D. Morgan said. “We believe this structure more closely aligns with our overall mission and therefore will lead to greater returns for our shareholders.”

 

Acxiom is composed of, and will report financial results by, three divisions under a single company umbrella. Those divisions, chief executives, and business characteristics include:

 

 

Acxiom Services Division – Lee Hodges, chief executive: The division develops, sells and delivers industry-tailored solutions globally through the integration of products, services and consulting. The primary target market is the Fortune 1000 and other large

 

1

 


global firms. This division is responsible for Acxiom’s marketing database solutions, customer data integration (CDI) offerings, e-mail and internet search marketing services, consulting and professional services,  and the Business Information Grid (BIG) non-hosted solutions that will be offered in fiscal 2008, utilizing a client-intimate engagement model characterized by long-term client relationships.

 

Acxiom Information Products Division – Alex Dietz, chief executive: The division develops and sells all data and risk mitigation products, including InfoBase®, Personicx® and InsightIdentify in the U.S. as well as all Acxiom European Data Products. It focuses on product development, product lifecycle management, data content management and innovation. Its primary go-to-market channels are the Acxiom Services Division for Fortune 1000 clients, a direct sales force for the mid-tier and the broker and reseller market.

 

Acxiom Infrastructure Management Division – Marty Sunde, chief executive: The division is fully responsible for developing and delivering Information Technology products and services that improve a company’s ability to manage its information technology deliver platform at lower costs and higher efficiencies.  Such offerings include traditional IT outsourcing and transformational solutions such as the Acxiom data factory.  The division primarily focuses on supporting an entire infrastructure for high growth, emerging companies, or specific components of larger enterprise IT organizations.  Operational excellence and efficient asset and capital management practices characterize this division. 

 

“At this point in Acxiom’s evolution, re-segmenting our company into three autonomous but very tightly connected divisions creates a business that can be more effectively and efficiently managed,” Morgan said. “We’ll be able to make better-targeted investment and operational decisions in each area, and the added transparency into our financial performance will provide more clarity – internally and externally.”

 

Acxiom also announced that it has hired Chris Wolf to become the company’s Chief Financial Officer. Wolf will begin working at Acxiom in a few weeks and will transition into the CFO role over the next few months. Wolf most recently has served as a senior advisor at Boulder Specialty Brands and previously was executive vice president and CFO at Catalina Marketing Corporation.

 

Acxiom’s fiscal 2007 highlights include:

 

Revenue of $1.40 billion, up 4.7 percent from $1.33 billion a year ago, an increase of $63 million in annual revenue.

 

Income from operations of $158.8 million, an increase of 21.1 percent compared to $131.1 million in fiscal 2006.

 

Diluted earnings per share of $.84, up 18 percent from $.71 the year before.

 

Fiscal year results include the impact of pretax charges of $9.7 million and income tax expense of $3.8 million related to closing Acxiom’s business in Spain, cost of severance and retirement of debt in the U.S. and additional research tax credit reserves that reduced diluted EPS for the full fiscal year by $.12.

 

Operating cash flow of $260.0 million and free cash flow available to equity of $55.2 million.

 

2

 


 

The acquisition of Equitec, a business with strong marketing and merchandizing optimization expertise in the retail industry, based in Cleveland, Ohio.

 

The acquisition of Harbinger Technologies Group, a McLean, Va.-based international consulting and technology firm that develops software tools and training programs for personnel involved in homeland defense, national security and the prevention of international terrorism.

 

The acquisition of Kefta, the leading company for real-time, dynamic personalization solutions for the Internet, based in San Francisco.

Acxiom’s fourth-quarter highlights include:

 

Revenue of $357.3 million, a 4 percent increase over $344.3 million in the fourth quarter of fiscal 2006.

 

Income from operations of $29.3 million, a 34 percent decrease from $44.6 million the year before.

 

Diluted earnings per share of $.08, down 69 percent from $.26 in the same period a year ago.

 

The quarter results include the impact of pretax charges of $9.7 million and income tax expense of $3.8 million related to closing Acxiom’s business in Spain, cost of severance and retirement of debt in the U.S. and additional research tax credit reserves that reduced diluted EPS for the fourth quarter by $.12.

 

Operating cash flow of $76.5 million and free cash flow available to equity of $15.4 million. Free cash flow available to equity is a non-GAAP financial measure, and a reconciliation to the comparable GAAP measure, operating cash flow, is attached to this press release.

Fiscal 2007 Recognition

 

In fiscal 2007, Acxiom:

 

 

Was named as one of the top 30 providers of financial services in the “FinTech 100” listing of the top technology providers as complied by American Banker and the research firm Financial Insights.

 

Saw its Acxiom Digital business ranked No. 17 by Advertising Age magazine on its list of top 50 interactive agencies based on annual U.S. revenues.

 

Was included on Forbes magazine’s “Platinum 400” list of the best large publicly traded companies in America.

 

Outlook

 

Acxiom’s Board of Directors has approved a business plan for fiscal 2008 of $1.02 in earnings per share. The Company continues to focus on its initiatives to improve performance and is in the process of restructuring into the three new divisions previously explained.

 

About Acxiom

 

Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia, China and Canada.

 

3

 


For more information, visit www.acxiom.com.

This release and today’s conference call contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially. Such statements may include but are not necessarily limited to the following: that we expect that our emphasis on revenue growth will lead to increased rates of revenue growth, that we expect that continued focus on expense controls will lead to continued improvement in operating margins, that the projected revenue, operating margin, return on assets and return on invested capital, operating cash flow and free cash flow, borrowings, dividends and other metrics will be within the estimated ranges; that the estimations of revenue, earnings, cash flow, growth rates, restructuring charges and expense reductions will be within the estimated ranges; and that the business pipeline and our anticipated cost structure will allow us to continue to meet or exceed revenue, cash flow and other projections. The following are important factors, among others, that could cause actual results to differ materially from these forward-looking statements: The possibility that certain contracts may not be closed, or may not be closed within the anticipated time frames; the possibility that clients may attempt to reduce the amount of business they do with the Company; the possibility that in the event that a change of control of the Company was sought that certain of the clients of the Company would invoke certain provisions in their contracts resulting in a decline in the revenue and profit of the Company; the possibility that certain contracts may not generate the anticipated revenue or profitability; the possibility that negative changes in economic or other conditions might lead to a reduction in demand for our products and services; the possibility of an economic slowdown or that economic conditions in general will not be as expected; the possibility that the historical seasonality of our business may change; the possibility that significant customers may experience extreme, severe economic difficulty; the possibility that the integration of acquired businesses may not be as successful as planned; 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; the possibility that sales cycles may lengthen; 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; the possibility that we won’t be able to properly motivate our sales force or other associates; the possibility that we won’t be able to achieve cost reductions and avoid unanticipated costs; the possibility that we won’t be able to continue to receive credit upon satisfactory terms and conditions; the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies; the possibility that we may be subjected to pricing pressure due to market conditions and/or competitive products and services; the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company; the possibility that changes in accounting pronouncements may occur and may impact these projections; the possibility that we won’t be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; the possibility that we may encounter difficulties when entering new markets or industries; 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 relating to our ability to collect, manage, aggregate and use data; the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services; the possibility that we may enter into short-term contracts which would affect the predictability of our revenues; the possibility that the amount of ad hoc, volume-based and project work will not be as expected; the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources; 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; the possibility that postal rates may increase, thereby leading to reduced volumes of business; the possibility that our clients may cancel or modify their agreements with us; the possibility that we will not successfully complete customer

4


 

contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue; the possibility that we experience processing errors which result in credits to customers, re-performance of services or payment of damages to customers; the possibility that the services of the United States Postal Service, their global counterparts and other delivery systems may be disrupted; and the possibility that we may be affected by other competitive factors.

With respect to the board-approved business plan, all of the above factors apply, along with the following which were assumptions made in creating the board-approved business plan: that the U.S. and global economies will continue to improve at a moderate pace; that global growth will continue to be strong and that globalization trends will continue to grow at an increasing pace; that Acxiom’s computer, communications and other equipment expenses will continue to fall as a percentage of revenue; that the Customer Information Infrastructure (CII) grid-based environment will continue to be implemented successfully over the next 3-4 years and that the new CII infrastructure will continue to provide increasing operational efficiencies; that the acquisitions of companies operating primarily outside of the United States will be successfully integrated and that significant efficiencies will be realized from this integration; relating to operating cash flow and free cash flow, that sufficient operating and capital lease arrangements will continue to be available to the Company to provide for the financing of most of its computer equipment and that software suppliers will continue to provide financing arrangements for most of the software purchases; relating to revolving credit line balance, that free cash flow will meet expectations and that the Company will use free cash flow to pay down bank debt, buy back stock and fund dividends; relating to annual dividends, that the board of directors will continue to approve quarterly dividends and will vote to increase dividends over time; relating to diluted shares, that the Company will meet its cash flow expectations and that potential dilution created through the issuance of equity instruments will be mitigated by continued stock repurchases in accordance with the Company’s stock repurchase program. With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.

Other factors are detailed from time to time in our periodic reports and registration statements filed with the United States Securities and Exchange Commission. We believe that we have the product and technology offerings, facilities, associates and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.

We undertake no obligation to update the information contained in this press release or any other forward-looking statement.

Acxiom, InfoBase and Personicx are registered trademarks of Acxiom Corporation.

###

 

 

5


 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

$

%

 

 

 

 

 

2007

 

2006

 

Variance

Variance

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

267,314

 

257,591

 

9,723

3.8%

Data

 

 

 

 

89,957

 

86,752

 

3,205

3.7%

Total revenue

 

 

 

357,271

 

344,343

 

12,928

3.8%

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

Services

 

 

 

209,830

 

196,428

 

13,402

6.8%

Data

 

 

 

 

52,991

 

52,142

 

849

1.6%

Total cost of revenue

 

 

262,821

 

248,570

 

14,251

5.7%

 

 

 

 

 

 

 

 

 

 

 

Services gross margin

 

 

21.5%

 

23.7%

 

 

 

Data gross margin

 

 

 

41.1%

 

39.9%

 

 

 

Total gross margin

 

 

 

26.4%

 

27.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

56,031

 

51,642

 

4,389

8.5%

Gains, losses and other items, net

 

9,122

 

                    (456)

 

9,578

0.0%

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

327,974

 

299,756

 

28,218

9.4%

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

29,297

 

44,587

 

(15,290)

(34.3%)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(15,002)

 

(7,531)

 

(7,471)

99.2%

Other, net

 

 

 

1,444

 

135

 

1,309

969.6%

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

(13,558)

 

(7,396)

 

(6,162)

83.3%

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

15,739

 

37,191

 

(21,452)

(57.7%)

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

 

9,468

 

14,132

 

(4,664)

(33.0%)

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

6,271

 

23,059

 

(16,788)

(72.8%)

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

0.08

 

0.27

 

(0.19)

(70.4%)

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

0.08

 

0.26

 

(0.18)

(69.2%)

 

 

 

 

 

 

 

 

 

 

 

 

6

 


ACXIOM CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

$

%

 

 

 

 

 

2007

 

2006

 

Variance

Variance

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

1,061,103

 

1,012,549

 

48,554

4.8%

Data

 

 

 

 

334,033

 

320,019

 

14,014

4.4%

Total revenue

 

 

 

1,395,136

 

1,332,568

 

62,568

4.7%

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

Services

 

 

 

806,991

 

772,162

 

34,829

4.5%

Data

 

 

 

 

206,629

 

201,950

 

4,679

2.3%

Total cost of revenue

 

 

1,013,620

 

974,112

 

39,508

4.1%

 

 

 

 

 

 

 

 

 

 

 

Services gross margin

 

 

23.9%

 

23.7%

 

 

 

Data gross margin

 

 

 

38.1%

 

36.9%

 

 

 

Total gross margin

 

 

 

27.3%

 

26.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

213,849

 

217,869

 

(4,020)

(1.8%)

Gains, losses and other items, net

 

8,897

 

9,504

 

(607)

0.0%

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

1,236,366

 

1,201,485

 

34,881

2.9%

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

158,770

 

131,083

 

27,687

21.1%

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(46,632)

 

(28,744)

 

(17,888)

62.2%

Other, net

 

 

 

5,933

 

2,005

 

3,928

195.9%

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

(40,699)

 

(26,739)

 

(13,960)

52.2%

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

118,071

 

104,344

 

13,727

13.2%

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

 

47,331

 

40,216

 

7,115

17.7%

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

70,740

 

64,128

 

6,612

10.3%

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

0.86

 

0.73

 

0.13

17.8%

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

0.84

 

0.71

 

0.13

18.3%

 

7

 


ACXIOM CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

$

%

 

 

 

 

 

2007

 

2006

 

Variance

Variance

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

267,314

 

265,798

 

1,516

0.6%

Data

 

 

 

 

89,957

 

87,043

 

2,914

3.3%

Total revenue

 

 

 

357,271

 

352,841

 

4,430

1.3%

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

Services

 

 

 

209,830

 

199,704

 

10,126

5.1%

Data

 

 

 

 

52,991

 

53,004

 

(13)

(0.0%)

Total cost of revenue

 

 

262,821

 

252,708

 

10,113

4.0%

 

 

 

 

 

 

 

 

 

 

 

Services gross margin

 

 

21.5%

 

24.9%

 

 

 

Data gross margin

 

 

 

41.1%

 

39.1%

 

 

 

Total gross margin

 

 

 

26.4%

 

28.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

56,031

 

49,065

 

6,966

14.2%

Gains, losses and other items, net

 

9,122

 

(225)

 

9,347

0.0%

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

327,974

 

301,548

 

26,426

8.8%

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

29,297

 

51,293

 

(21,996)

(42.9%)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(15,002)

 

(14,911)

 

(91)

0.6%

Other, net

 

 

 

1,444

 

1,157

 

287

24.8%

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

(13,558)

 

(13,754)

 

196

(1.4%)

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

15,739

 

37,539

 

(21,800)

(58.1%)

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

 

9,468

 

12,594

 

(3,126)

(24.8%)

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

6,271

 

24,945

 

(18,674)

(74.9%)

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

0.08

 

0.32

 

(0.24)

(75.0%)

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

0.08

 

0.31

 

(0.23)

(74.2%)

 

 

 

 

 

 

 

 

 

 

 

 

8

 


 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CALCULATION OF EARNINGS PER SHARE

(Unaudited)

(In thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

December 31,

 

 

 

 

 

2007

 

2006

 

2006

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator - net earnings

 

 

6,271

 

23,059

 

24,945

 

 

 

 

 

 

 

 

 

 

Denominator - weighted-average shares outstanding

78,385

 

86,981

 

77,717

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

0.08

 

0.27

 

0.32

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator - net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

6,271

 

23,059

 

24,945

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

78,385

 

86,981

 

77,717

 

 

 

 

 

 

 

 

 

 

Dilutive effect of common stock options, warrants and restricted stock

1,750

 

2,855

 

2,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

80,135

 

89,836

 

79,955

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

0.08

 

0.26

 

0.31

 

 

 

 

 

 

 

 

 

 

 

9

 


 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CALCULATION OF EARNINGS PER SHARE

(Unaudited)

(In thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator - net earnings

 

 

70,740

 

64,128

 

 

 

 

 

 

 

 

Denominator - weighted-average shares outstanding

82,564

 

87,557

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

0.86

 

0.73

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator - net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

70,740

 

64,128

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

82,564

 

87,557

 

 

 

 

 

 

 

 

Dilutive effect of common stock options, warrants and restricted stock

2,115

 

2,732

 

 

 

 

 

 

 

 

 

 

 

 

 

84,679

 

90,289

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

0.84

 

0.71

 

 

 

 

 

 

 

 

10

 


 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

RESULTS BY SEGMENT

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

December 31,

Revenue:

 

 

 

 

2007

 

2006

 

2006

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

305,778

 

295,795

 

298,978

International services & data

 

 

51,493

 

48,548

 

53,863

 

 

 

 

 

 

 

 

 

 

Total revenue

 

 

 

357,271

 

344,343

 

352,841

 

 

 

 

 

 

 

 

 

 

US supplemental information:

 

 

 

 

 

 

 

Services & data excluding IT mgmt

 

217,474

 

206,853

 

211,312

IT management services

 

 

88,304

 

88,942

 

87,666

 

 

 

 

 

305,778

 

295,795

 

298,978

 

 

 

 

 

 

 

 

 

 

International supplemental information:

 

 

 

 

 

 

Services & data excluding IT mgmt

 

51,493

 

48,548

 

53,863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

32,771

 

40,712

 

46,832

International services & data

 

 

5,648

 

3,419

 

4,236

Corporate & other

 

 

 

(9,122)

 

456

 

225

 

 

 

 

 

 

 

 

 

 

Total income from operations

 

 

29,297

 

44,587

 

51,293

 

 

 

 

 

 

 

 

 

 

Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

10.7%

 

13.8%

 

15.7%

International services & data

 

 

11.0%

 

7.0%

 

7.9%

 

 

 

 

 

 

 

 

 

 

Total margin

 

 

 

8.2%

 

12.9%

 

14.5%

 

 

 

 

 

 

 

 

 

 

11

 


ACXIOM CORPORATION AND SUBSIDIARIES

RESULTS BY SEGMENT

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

1,196,379

 

1,147,641

 

 

International services & data

 

 

198,757

 

184,927

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

 

 

1,395,136

 

1,332,568

 

 

 

 

 

 

 

 

 

 

 

 

US supplemental information:

 

 

 

 

 

 

 

Services & data excluding IT mgmt

 

841,476

 

796,506

 

 

IT management services

 

 

354,903

 

351,135

 

 

 

 

 

 

 

1,196,379

 

1,147,641

 

 

 

 

 

 

 

 

 

 

 

 

International supplemental information:

 

 

 

 

 

 

Services & data excluding IT mgmt

 

198,757

 

184,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

155,643

 

135,840

 

 

International services & data

 

 

12,024

 

4,746

 

 

Corporate & other

 

 

 

(8,897)

 

(9,503)

 

 

 

 

 

 

 

 

 

 

 

 

Total income from operations

 

 

158,770

 

131,083

 

 

 

 

 

 

 

 

 

 

 

 

Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US services & data

 

 

 

13.0%

 

11.8%

 

 

International services & data

 

 

6.0%

 

2.6%

 

 

 

 

 

 

 

 

 

 

 

 

Total margin

 

 

 

11.4%

 

9.8%

 

 

 

 

 

 

 

 

 

 

 

 

12

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

DATA REVENUE AND COST OF DATA SUPPLEMENTAL SCHEDULE

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

$

%

 

December 31,

 

$

%

 

 

 

2007

 

2006

 

Variance

Variance

 

2006

 

Variance

Variance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

69,596

 

65,876

 

3,720

5.6%

 

68,520

 

1,076

1.6%

Passthrough data

 

20,361

 

20,576

 

(215)

(1.0%)

 

18,523

 

1,838

9.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total data revenue

 

89,957

 

86,452

 

3,505

4.1%

 

87,043

 

2,914

3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of data revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

32,630

 

31,566

 

1,064

3.4%

 

34,481

 

(1,851)

(5.4%)

Passthrough data

 

20,361

 

20,576

 

(215)

(1.0%)

 

18,523

 

1,838

9.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cost of data

 

52,991

 

52,142

 

849

1.6%

 

53,004

 

(13)

(0.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

53.1%

 

52.1%

 

 

 

 

49.7%

 

 

 

Passthrough data

 

0.0%

 

0.0%

 

 

 

 

0.0%

 

 

 

Total data

 

 

41.1%

 

39.7%

 

 

 

 

39.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 


 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

DATA REVENUE AND COST OF DATA SUPPLEMENTAL SCHEDULE

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

$

%

 

 

 

 

 

2007

 

2006

 

Variance

Variance

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

255,299

 

243,630

 

11,669

4.8%

Passthrough data

 

 

 

78,734

 

76,389

 

2,345

3.1%

 

 

 

 

 

 

 

 

 

 

 

Total data revenue

 

 

 

334,033

 

320,019

 

14,014

4.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of data revenue:

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

127,895

 

125,561

 

2,334

1.9%

Passthrough data

 

 

 

78,734

 

76,389

 

2,345

3.1%

 

 

 

 

 

 

 

 

 

 

 

Total cost of data

 

 

 

206,629

 

201,950

 

4,679

2.3%

 

 

 

 

 

 

 

 

 

 

 

Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

49.9%

 

48.5%

 

 

 

Passthrough data

 

 

 

0.0%

 

0.0%

 

 

 

Total data

 

 

 

 

38.1%

 

36.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 


ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

$

%

 

2007

 

2006

 

Variance

Variance

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

37,776

 

7,705

 

30,071

390.3%

Trade accounts receivable, net

285,850

 

261,624

 

24,226

9.3%

Refundable income taxes

7,657

 

-

 

7,657

100.0%

Deferred income taxes

22,341

 

24,587

 

(2,246)

(9.1%)

Other current assets

59,252

 

44,937

 

14,315

31.9%

 

 

 

 

 

 

 

Total current assets

412,876

 

338,853

 

74,023

21.8%

 

 

 

 

 

 

 

Property and equipment

733,175

 

662,948

 

70,227

10.6%

Less - accumulated depreciation and amortization

420,883

 

329,177

 

91,706

27.9%

 

 

 

 

 

 

 

Property and equipment, net

312,292

 

333,771

 

(21,479)

(6.4%)

 

 

 

 

 

 

 

Software, net of accumulated amortization

44,289

 

45,509

 

(1,220)

(2.7%)

Goodwill

522,046

 

472,401

 

49,645

10.5%

Purchased software licenses, net of accumulated amortization

151,326

 

155,518

 

(4,192)

(2.7%)

Unbilled and notes receivable, excluding current portions

16,742

 

19,139

 

(2,397)

(12.5%)

Deferred costs, net

137,684

 

112,817

 

24,867

22.0%

Data acquisition costs

35,398

 

40,828

 

(5,430)

(13.3%)

Other assets, net

23,251

 

21,662

 

1,589

7.3%

 

 

 

 

 

 

 

 

1,655,904

 

1,540,498

 

115,406

7.5%

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current installments of long-term obligations

106,921

 

93,518

 

13,403

14.3%

Trade accounts payable

54,808

 

44,144

 

10,664

24.2%

Accrued payroll and related expenses

33,663

 

32,139

 

1,524

4.7%

Other accrued expenses

79,078

 

81,428

 

(2,350)

(2.9%)

Deferred revenue

113,318

 

123,916

 

(10,598)

(8.6%)

Income taxes

-

 

4,845

 

(4,845)

(100.0%)

 

 

 

 

 

 

 

Total current liabilities

387,788

 

379,990

 

7,798

2.1%

 

 

 

 

 

 

 

Long-term obligations:

 

 

 

 

 

 

Long-term debt and capital leases, net of current installments

631,184

 

353,692

 

277,492

78.5%

Software and data licenses, net of current installments

17,695

 

22,723

 

(5,028)

(22.1%)

 

 


 

 

 

 

 

 

 

 

Total long-term obligations

648,879

 

376,415

 

272,464

72.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

97,926

 

77,916

 

20,010

25.7%

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Common stock

11,145

 

10,946

 

199

1.8%

Additional paid-in capital

718,336

 

677,026

 

41,310

6.1%

Unearned stock-based compensation

-

 

(1,941)

 

1,941

(100.0%)

Retained earnings

462,844

 

410,278

 

52,566

12.8%

Accumulated other comprehensive income

17,526

 

2,205

 

15,321

694.8%

Treasury stock, at cost

(688,540)

 

(392,337)

 

(296,203)

75.5%

 

 

 

 

 

 

 

Total stockholders' equity

521,311

 

706,177

 

(184,866)

(26.2%)

 

 

 

 

 

 

 

 

1,655,904

 

1,540,498

 

115,406

7.5%

 

 

 

 

 

 

 

15

 


ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

2007

 

2006

 

 

 

 

Cash flows from operating activities:

 

 

 

Net earnings

6,271

 

23,059

Non-cash operating activities:

 

 

 

Depreciation and amortization

59,187

 

58,787

Loss (gain) on disposal or impairment of assets, net

(235)

 

(346)

Deferred income taxes

17,102

 

(2,403)

Tax benefit of stock options and warrants

-

 

19,097

Non-cash stock compensation expense

1,124

 

345

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

(14,372)

 

(7,324)

Other assets

(16,942)

 

(4,450)

Accounts payable and other liabilities

11,804

 

(9,043)

Deferred revenue

12,595

 

(3,564)

Net cash provided by operating activities

76,534

 

74,158

Cash flows from investing activities:

 

 

 

Capitalized software

(8,000)

 

(5,217)

Capital expenditures

(8,230)

 

(493)

Deferral of costs

(17,092)

 

(15,956)

Payments received from investments

50

 

905

Net cash paid in acquisitions

(18,667)

 

(117)

Net cash used by investing activities

(51,939)

 

(20,878)

Cash flows from financing activities:

 

 

 

Proceeds from debt

-

 

14,746

Payments of debt

(77,928)

 

(91,079)

Dividends paid

(4,703)

 

(4,338)

Sale of common stock

7,663

 

27,007

Acquisition of treasury stock

-

 

(1,905)

Tax benefit of stock options exercised

61

 

-

Net cash used by financing activities

(74,907)

 

(55,569)

Effect of exchange rate changes on cash

74

 

88

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(50,238)

 

(2,201)

Cash and cash equivalents at beginning of period

88,014

 

9,906

Cash and cash equivalents at end of period

37,776

 

7,705

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid (received) during the period for:

 

 

 

Interest

15,270

 

9,553

Income taxes

6,569

 

4,561

Payments on capital leases and installment payment arrangements

18,579

 

18,342

Payments on software and data license liabilities

5,746

 

5,459

Prepayment of debt

50,000

 

-

Other debt payments, excluding line of credit

3,603

 

3,796

 

Noncash investing and financing activities:

 

 

 

Acquisition of property and equipment under capital lease

 

 

 

and installment payment arrangements

14,474

 

14,884

Construction and other financing

213

 

3,572

Software licenses and maintenance acquired under software obligation

8,305

 

6,570

Note payable issued in acquisition

1,300

 

-

 

 

 

 

16

 


 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

2007

 

2006

 

 

 

 

Cash flows from operating activities:

 

 

 

Net earnings

70,740

 

64,128

Non-cash operating activities:

 

 

 

Depreciation and amortization

229,566

 

231,137

Gain on disposal or impairment of assets, net

(1,718)

 

(1,797)

Deferred income taxes

16,127

 

9,998

Tax benefit of stock options and warrants

-

 

19,097

Non-cash stock compensation expense

3,823

 

1,313

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

(30,140)

 

(21,162)

Other assets

(19,101)

 

(26,197)

Accounts payable and other liabilities

3,960

 

(6,253)

Deferred revenue

(13,305)

 

5,569

Net cash provided by operating activities

259,952

 

275,833

Cash flows from investing activities:

 

 

 

Disposition of operations

-

 

4,844

Sale of assets

-

 

5,123

Capitalized software

(27,443)

 

(21,903)

Capital expenditures

(14,225)

 

(6,848)

Cash collected from the sale and license of software

10,000

 

20,000

Deferral of costs

(66,687)

 

(70,454)

Payments received from investments

2,758

 

3,760

Net cash paid in acquisitions

(33,067)

 

(144,626)

Net cash used by investing activities

(128,664)

 

(210,104)

Cash flows from financing activities:

 

 

 

Proceeds from debt

649,756

 

437,868

Payments of debt

(471,670)

 

(307,120)

Dividends paid

(18,174)

 

(17,406)

Sale of common stock

33,464

 

58,616

Acquisition of treasury stock

(299,301)

 

(233,770)

Tax benefit of stock options exercised

4,142

 

-

Net cash used by financing activities

(101,783)

 

(61,812)

Effect of exchange rate changes on cash

566

 

(397)

 

 

 

 

Net increase in cash and cash equivalents

30,071

 

3,520

Cash and cash equivalents at beginning of period

7,705

 

4,185

Cash and cash equivalents at end of period

37,776

 

7,705

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid (received) during the period for:

 

 

 

Interest

46,645

 

27,958

Income taxes

37,596

 

4,185

Payments on capital leases and installment payment arrangements

76,135

 

72,232

Payments on software and data license liabilities

26,897

 

29,069

Prepayment of debt

50,000

 

-

Other debt payments, excluding line of credit

10,235

 

9,302

Noncash investing and financing activities:

 

 

 

Issuance of options for acquisition

-

 

7,541

Acquisition of property and equipment under capital lease

 

 

 

and installment payment arrangements

58,928

 

85,261

Construction and other financing

18,380

 

10,772

Software licenses and maintenance acquired under software obligation

23,571

 

14,950

Issuance of common stock for acquisition

3,610

 

-

Note payable issued in acquisition

1,300

 

-

 

17

 


 

 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CALCULATION OF FREE CASH FLOW AVAILABLE TO EQUITY

AND RECONCILIATION TO OPERATING CASH FLOW

(Unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

06/30/05

09/30/05

12/31/05

03/31/06

FY2006

 

06/30/06

09/30/06

12/31/06

03/31/07

YTD FY2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

61,476

44,785

95,414

74,158

275,833

 

56,350

64,409

62,659

76,534

259,952

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit of stock options and warrants

-

-

-

(19,097)

(19,097)

 

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

61,476

44,785

95,414

55,061

256,736

 

56,350

64,409

62,659

76,534

259,952

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds received from the disposition of operations

-

1,529

3,315

-

4,844

 

-

-

-

-

-

 

Proceeds received from the disposition of assets

-

3,613

1,510

-

5,123

 

-

-

-

-

-

 

Payments received from investments

            721

41

2,093

905

3,760

 

783

1,925

-

50

2,758

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Capitalized software

(5,673)

(5,809)

(5,204)

(5,217)

(21,903)

 

(5,719)

(6,926)

(6,798)

(8,000)

(27,443)

 

Capital expenditures

  (2,929)

(3,025)

(401)

(493)

(6,848)

 

(217)

(3,260)

(2,518)

(8,230)

(14,225)

 

Deferral of costs

(16,192)

(18,703)

(19,603)

(15,956)

(70,454)

 

(16,887)

(16,559)

(16,149)

(17,092)

(66,687)

 

Payments on capital leases and installment payment arrangements

(19,929)

(15,967)

(17,994)

(18,342)

(72,232)

 

(18,905)

(21,951)

(16,700)

(18,579)

(76,135)

 

Payments on software and data license liabilities

(10,938)

(5,328)

(7,344)

(5,459)

(29,069)

 

(7,847)

(7,304)

(6,000)

(5,746)

(26,897)

 

Other required debt payments

(1,357)

(2,434)

(1,715)

(3,796)

(9,302)

 

(1,711)

(1,804)

(3,117)

(3,603)

(10,235)

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

5,179

(1,298)

50,071

6,703

60,655

 

5,847

8,530

11,377

15,334

41,088

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit of stock options and warrants

-

-

-

19,097

19,097

 

1,079

1,765

1,237

61

4,142

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

5,179

(1,298)

50,071

25,800

79,752

 

6,926

10,295

12,614

15,395

45,230

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Cash collected from sale of software

-

-

20,000

-

20,000

 

5,000

5,000

-

-

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

5,179

(1,298)

70,071

25,800

99,752

 

11,926

15,295

12,614

15,395

55,230

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4 FY06 to Q4 FY07

 

FY06 to FY07

 

 

06/30/05

09/30/05

12/31/05

03/31/06

FY2006

 

06/30/06

09/30/06

12/31/06

03/31/07

FY2007

 

%

$

 

%

$

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

238,499

253,193

263,266

257,591

1,012,549

 

261,892

266,099

265,798

267,314

1,061,103

 

3.8%

9,723

 

4.8%

48,554

 

Data

71,772

77,330

84,165

86,752

320,019

 

74,813

82,220

87,043

89,957

334,033

 

3.7%

3,205

 

4.4%

14,014

 

Total revenue

310,271

330,523

347,431

344,343

1,332,568

 

336,705

348,319

352,841

357,271

1,395,136

 

3.8%

12,928

 

4.7%

62,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

194,349

191,883

189,502

196,428

772,162

 

196,073

201,384

199,704

209,830

806,991

 

6.8%

13,402

 

4.5%

34,829

 

Data

48,885

52,124

48,799

52,142

201,950

 

49,572

51,062

53,004

52,991

206,629

 

1.6%

849

 

2.3%

4,679

 

Total cost of revenue

243,234

244,007

238,301

248,570

974,112

 

245,645

252,446

252,708

262,821

1,013,620

 

5.7%

14,251

 

4.1%

39,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

53,700

54,902

57,625

51,642

217,869

 

54,745

54,008

49,065

56,031

213,849

 

8.5%

4,389

 

-1.8%

(4,020)

 

Gains, losses and other items, net

(1,637)

12,799

(1,202)

(456)

9,504

 

0

0

(225)

9,122

8,897

 

-2100.4%

9,578

 

-6.4%

(607)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

295,297

311,708

294,724

299,756

1,201,485

 

300,390

306,454

301,548

327,974

1,236,366

 

9.4%

28,218

 

2.9%

34,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

14,974

18,815

52,707

44,587

131,083

 

36,315

41,865

51,293

29,297

158,770

 

-34.3%

(15,290)

 

21.1%

27,687

 

% Margin

4.8%

5.7%

15.2%

12.9%

9.8%

 

10.8%

12.0%

14.5%

8.2%

11.4%

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

(5,162)

(7,416)

(8,635)

(7,531)

(28,744)

 

(7,769)

(8,950)

(14,911)

(15,002)

(46,632)

 

99.2%

(7,471)

 

62.2%

(17,888)

 

Other, net

891

1,050

(71)

135

2,005

 

647

2,685

1,157

1,444

5,933

 

969.6%

1,309

 

195.9%

3,928

 

Total other income (expense)

(4,271)

(6,366)

(8,706)

(7,396)

(26,739)

 

(7,122)

(6,265)

(13,754)

(13,558)

(40,699)

 

83.3%

(6,162)

 

52.2%

(13,960)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

10,703

12,449

44,001

37,191

104,344

 

29,193

35,600

37,539

15,739

118,071

 

-57.7%

(21,452)

 

13.2%

13,727

 

Income taxes

4,064

5,300

16,720

14,132

40,216

 

11,385

13,884

12,594

9,468

47,331

 

-33.0%

(4,664)

 

17.7%

7,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

6,639

7,149

27,281

23,059

64,128

 

17,808

21,716

24,945

6,271

70,740

 

-72.8%

(16,788)

 

10.3%

6,612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

0.07

0.08

0.31

0.26

0.71

 

0.20

0.25

0.31

0.08

0.84

 

-69.2%

(0.18)

 

18.3%

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - INTERNAL FORMAT

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4 FY06 to Q4 FY07

 

FY06 to FY07

 

06/30/05

09/30/05

12/31/05

03/31/06

FY2006

 

06/30/06

09/30/06

12/31/06

03/31/07

FY2007

 

%

$

 

%

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

310,271

330,523

347,431

344,343

1,332,568

 

336,705

348,319

352,841

357,271

1,395,136

 

3.8%

12,928

 

4.7%

62,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

126,264

127,325

129,888

132,579

516,056

 

135,917

139,557

139,724

154,801

569,999

 

16.8%

22,222

 

10.5%

53,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computer, communications and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other equipment

77,647

76,250

73,614

71,730

299,241

 

73,119

72,685

71,132

73,409

290,345

 

2.3%

1,679

 

-3.0%

(8,896)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data costs

41,831

44,752

42,021

44,593

173,197

 

43,372

44,196

43,761

42,569

173,898

 

-4.5%

(2,024)

 

0.4%

701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating costs and expenses

51,192

50,582

50,403

51,310

203,487

 

47,982

50,016

47,156

48,071

193,225

 

-6.3%

(3,239)

 

-5.0%

(10,262)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains, losses and other items, net

(1,637)

12,799

(1,202)

(456)

9,504

 

-

-

(225)

9,122

8,897

 

-2100.4%

9,578

 

-6.4%

(607)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

295,297

311,708

294,724

299,756

1,201,485

 

300,390

306,454

301,548

327,972

1,236,364

 

9.4%

28,216

 

2.9%

34,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

14,974

18,815

52,707

44,587

131,083

 

36,315

41,865

51,293

29,299

158,772

 

-34.3%

(15,288)

 

21.1%

27,689

Operating Margin

4.8%

5.7%

15.2%

12.9%

9.8%

 

10.8%

12.0%

14.5%

8.2%

11.4%

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

(5,162)

(7,416)

(8,635)

(7,531)

(28,744)

 

(7,769)

(8,950)

(14,911)

(15,002)

(46,632)

 

99.2%

(7,471)

 

62.2%

(17,888)

Other, net

891

1,050

(71)

135

2,005

 

647

2,685

1,157

1,444

5,933

 

969.6%

1,309

 

195.9%

3,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,271)

(6,366)

(8,706)

(7,396)

(26,739)

 

(7,122)

(6,265)

(13,754)

(13,558)

(40,699)

 

83.3%

(6,162)

 

52.2%

(13,960)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income taxes

10,703

12,449

44,001

37,191

104,344

 

29,193

35,600

37,539

15,741

118,073

 

-57.7%

(21,450)

 

13.2%

13,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

4,064

5,300

16,720

14,132

40,216

 

11,385

13,884

12,594

9,468

47,331

 

-33.0%

(4,664)

 

17.7%

7,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

6,639

7,149

27,281

23,059

64,128

 

17,808

21,716

24,945

6,273

70,742

 

-72.8%

(16,786)

 

10.3%

6,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

0.07

0.08

0.31

0.26

0.71

 

0.20

0.25

0.31

0.08

0.84

 

-69.2%

(0.18)

 

18.3%

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

 

MARGIN ANALYSIS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4 FY06 to Q4 FY07

 

FY06 to FY07

 

 

06/30/05

09/30/05

12/31/05

03/31/06

FY2006

 

06/30/06

09/30/06

12/31/06

03/31/07

FY2007

%

$

 

%

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

67,037

86,516

109,130

95,773

358,456

 

91,060

95,873

100,133

94,450

381,516

-1.4%

(1,323)

 

6.4%

23,060

 

Gross margin

21.6%

26.2%

31.4%

27.8%

26.9%

 

27.0%

27.5%

28.4%

26.4%

27.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin

4.8%

5.7%

15.2%

12.9%

9.8%

 

10.8%

12.0%

14.5%

8.2%

11.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services gross profit

44,150

61,310

73,764

61,163

240,387

 

65,819

64,715

66,094

57,484

254,112

-6.0%

(3,679)

 

5.7%

13,725

 

Services gross margin

18.5%

24.2%

28.0%

23.7%

23.7%

 

25.1%

24.3%

24.9%

21.5%

23.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data gross profit

22,887

25,206

35,366

34,610

118,069

 

25,241

31,158

34,039

36,966

127,404

6.8%

2,356

 

7.9%

9,335

 

Data gross margin

31.9%

32.6%

42.0%

39.9%

36.9%

 

33.7%

37.9%

39.1%

41.1%

38.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

 


 

 

 

 

 

 

 

 

 

 

 

 

ACXIOM CORPORATION AND SUBSIDIARIES

EXPENSE TREND ANALYSIS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

06/30/05

09/30/05

12/31/05

03/31/06

FY2006

 

06/30/06

09/30/06

12/31/06

03/31/07

FY2007

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits % of revenue

40.7%

38.5%

37.4%

38.5%

38.7%

 

40.4%

40.1%

39.6%

43.3%

40.9%

 

 

 

 

 

 

 

 

 

 

 

 

Computer, communications and other

 

 

 

 

 

 

 

 

 

 

 

equipment % of revenue

25.0%

23.1%

21.2%

20.8%

22.5%

 

21.7%

20.9%

20.2%

20.5%

20.8%

 

 

 

 

 

 

 

 

 

 

 

 

Data costs % of revenue

13.5%

13.5%

12.1%

13.0%

13.0%

 

12.9%

12.7%

12.4%

11.9%

12.5%

 

 

 

 

 

 

 

 

 

 

 

 

Other operating costs and expenses % of revenue

16.5%

15.3%

14.5%

14.9%

15.3%

 

14.3%

14.4%

13.4%

13.5%

13.8%

 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses % of revenue

95.2%

94.3%

84.8%

87.1%

90.2%

 

89.2%

88.0%

85.5%

91.8%

88.6%

 

 

 

 

 

 

 

 

 

 

 

 

SG&A % of revenue

17.3%

16.6%

16.6%

15.0%

16.3%

 

16.3%

15.5%

13.9%

15.7%

15.3%

 

 

 

 

 

 

 

 

 

 

 

 

22

 


ACXIOM CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NON GAAP MEASURES

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 2007

 

 

 

 

 

 

 

 

 

Earnings on

 

 

 

 

GAAP

 

Unusual

 

Unusual

 

Operations

 

 

 

 

Earnings

 

Charges (1)

 

Tax Adj (2)

 

Excluding Unusual

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

15,739

 

9,672

 

0

 

25,411

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

9,468

 

3,579

(3)

(3,755)

 

9,292

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

6,271

 

6,093

 

3,755

 

16,119

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$0.078

 

$0.076

 

$0.047

 

$0.201

 

 

 

 

 

 

 

 

 

 

 

 

Tax rate

 

 

60%

 

37%

 

 

 

37%

 

 

 

 

 

 

 

 

 

 

 

 

(1) The unusual charges are $9.7 million in pretax charges, consisting of $6.6 million related to closing down Spain, $2.5

 

million in U.S. severance and $0.6 million in non cash write off of deferred cost associated with the $50 million pay down

 

on the term loan.

 

 

 

 

 

 

 

 

 

(2) Unusual tax items net, primarily due to the non-deductibility of the majority of the Spain losses and the adjustment in

 

the R&D tax credit reserve.

 

 

 

 

 

 

 

 

(3) Nominal tax rate of 37%.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended March 31, 2007

 

 

 

 

 

 

 

 

 

Earnings on

 

 

 

 

GAAP

 

Unusual

 

Unusual

 

Operations

 

 

 

 

Earnings

 

Charges (1)

 

Tax Adj (2)

 

Excluding Unusual

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

118,071

 

9,672

 

0

 

127,743

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

47,331

 

3,579

(3)

(3,755)

 

47,155

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

70,740

 

6,093

 

3,755

 

80,588

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$0.835

 

$0.072

 

$0.044

 

$0.952

 

 

 

 

 

 

 

 

 

 

 

 

Tax rate

 

 

40%

 

37%

 

 

 

37%

 

 

 

 

 

 

 

 

 

 

 

 

(1) The unusual charges are $9.7 million in pretax charges, consisting of $6.6 million related to closing down Spain, $2.5

 

million in U.S. severance and $0.6 million in non cash write off of deferred cost associated with the $50 million pay down

 

on the term loan.

 

 

 

 

 

 

 

 

 

(2) Unusual tax items net, primarily due to the non-deductibility of the majority of the Spain losses and the adjustment in

 

the R&D tax credit reserve.

 

 

 

 

 

 

 

 

(3) Nominal tax rate of 37%.

 

 

 

 

 

 

 

 

 

23

 


ACXIOM CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NON GAAP MEASURES

USING 37% NOMINAL TAX RATE

(Unaudited)

(Dollars in thousands, except earnings per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 2007

 

 

 

 

 

(B)

 

 

 

(B) + (C)

 

 

 

 

(A)

 

GAAP Pretax

 

(C)

 

Earnings on

 

 

 

 

GAAP

 

at Nominal

 

Unusual

 

Operations

 

 

 

 

Earnings

 

Tax Rate

 

Charges (1)

 

Excluding Unusual

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

15,739

 

15,739

 

9,672

 

25,411

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

9,468

 

5,823

 

3,579

(3)

9,402

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

6,271

 

9,916

 

6,093

 

16,009

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$0.078

 

$0.124

 

$0.076

 

$0.200

(2)

 

 

 

 

 

 

 

 

 

 

 

Tax rate

 

 

60%

 

37%

 

37%

 

37%

 

 

 

 

 

 

 

 

 

 

 

 

(1) The unusual charges are $9.7 million in pretax charges, consisting of $6.6 million related to closing down Spain, $2.5

 

million in U.S. severance and $0.6 million in non cash write off of deferred cost associated with the $50 million pay down

 

on the term loan.

 

 

 

 

 

 

 

 

 

(2) Calculated using $16,009 in net income and 80,135,000 shares.

 

 

 

 

 

(3) Nominal tax rate of 37%.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Twelve Months Ended March 31, 2007

 

 

 

 

 

(B)

 

 

 

(B) + (C)

 

 

 

 

(A)

 

GAAP Pretax

 

(C)

 

Earnings on

 

 

 

 

GAAP

 

at Nominal

 

Unusual

 

Operations

 

 

 

 

Earnings

 

Tax Rate

 

Charges (1)

 

Excluding Unusual

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

118,071

 

118,071

 

9,672

 

127,743

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

47,331

 

43,686

 

3,579

(3)

47,265

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

70,740

 

74,385

 

6,093

 

80,478

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$0.835

 

$0.878

 

$0.072

 

$0.950

(2)

 

 

 

 

 

 

 

 

 

 

 

Tax rate

 

 

40%

 

37%

 

37%

 

37%

 

 

 

 

 

 

 

 

 

 

 

 

(1) The unusual charges are $9.7 million in pretax charges, consisting of $6.6 million related to closing down Spain, $2.5

 

million in U.S. severance and $0.6 million in non cash write off of deferred cost associated with the $50 million pay down

 

on the term loan.

 

 

 

 

 

 

 

 

 

(2) Calculated using $80,478 in net income and 84,649,000 shares.

 

 

 

 

 

(3) Nominal tax rate of 37%.

 

 

 

 

 

 

 

 

24

 

 

 

EX-99 3 ex992.htm CFO OFFER LETTER

Exhibit 99.2

 

 

May 9, 2007

 

Christopher (Chris) Wolf

536 18th. Avenue N.E.

St. Petersburg, Fl. 33704

 

Dear Chris:

 

I am very happy to confirm Acxiom’s offer of a full-time position in the role of Chief Financial Officer (CFO) reporting directly to me. Your primary place of employment will be Dallas, TX; however, you will be expected to travel to Little Rock and other Acxiom and/or client locations from time to time. It is currently anticipated that your starting date of employment will be May 23, 2007; however, if you see that this date needs to change, we can be flexible in that regard.

 

The specific components of your compensation package are outlined below:

 

 

1.

Your base salary will be in the amount of $16,666.67 per pay period, which computes to $400,000.00 annually. Paychecks are issued on the fifteenth and the last working day of each month.

 

 

2.

Your annual cash incentive opportunity will be 65% of your base pay. Incentive payments are calculated quarterly based on attainment of financial targets up to the target incentive. You must be employed on the date of payout to receive payment.

 

The following represents a breakdown of your compensation package:

 

 

Dollars

 

 

Base Salary

$400,000.00

 

Cash Incentive Opportunity

$260,000.00

 

(at 100% attainment)

 

 

Total Cash Compensation Opportunity

$660,000.00

 

(at 100% attainment)

 

 

 

3.

You will receive an Executive Security Agreement (ESA) and will be indemnified as outlined in the standard company Indemnity Agreement. Both will be effective on your starting date of employment. A draft copy of the ESA is attached for your review.

 

 

4.

Subject to Acxiom Board of Directors approval, we are pleased to offer you 50,000 restricted stock units (RSUs) which will vest in equal increments over a four year period. These RSU’s will not automatically vest in the event of any change of control that occurs within 24 months of your start date. If however there is a change of control within 24 months of your start date and your employment is terminated, except for cause, as a result of such change of control, the remaining unvested RSU’s shall immediately vest. Any value realized by you from the vesting of such RSUs shall be excluded from the calculation of your average annual compensation amount for the purposes of the ESA

 


Chris Wolf

Page 2 of 3

May 9, 2007

 

 

5.

Also subject to Board approval, we are pleased to offer you 150,000 stock options, to be priced on the earlier of, the second day after the announcement of a “deal,” and/or the announcement of Acxiom FY07 earnings. These options will vest in equal increments over a four year period, and will not be accelerated in the event of a change of control.

 

 

6.

You will be eligible to participate in Acxiom’s benefits programs. Our benefits offerings include health, life, vision, dental, 401(k), and stock purchase plan, among others.

 

 

7.

In the event that you are terminated outside a change of control due to no “cause” of your own, you will receive payment equal to 12 months base pay and the equivalent of 24 months of COBRA coverage paid in a lump sum at the time of your termination less applicable taxes and withholdings. In addition, you will receive any earned bonuses for the fiscal year in which the termination takes place less applicable taxes and withholdings. For the purposes of this letter, the definition of “Cause” shall be identical to the definition outlined in paragraph 1(a) of the Executive Security Agreement.

 

 

8.

As part of your leadership role you are not limited to a fixed number of vacation and personal paid days off. This provides you with the flexibility you need as you strive to achieve a productive balance between your personal time and business requirements. You should note, however, that because you do not accrue paid days off, upon your termination you will not receive any compensation for personal or vacation time.

 

 

9.

Acxiom will assist you with your relocation from St.Petersburg to Dallas, TX per Acxiom’s relocation guidelines (see attached Relocation Summary, Attachment A), and in accordance with the attached Agreement to Pay Relocation (Attachment B). Total reimbursement by Acxiom will not occur until the Attachment B has been executed and returned to Acxiom.

 

 

10.

Other than as stated in paragraph 3 above, in the event of termination, treatment of all other equity compensation will be governed by the standard Acxiom policies and procedures in effect at the time of termination.

 

Chris, I am really looking forward to your being a part of the Acxiom team. Please feel free to contact me at 501-342-1302 if you have any questions.

 

Sincerely,

 

 

Charles D. Morgan

Acxiom Corporation

 

Enclosure:

Benefits Summary

Leadership Relocation Guidelines

 

Agreement to Pay Relocation

 

cc:

Jeff Standridge (LIT0104)

Tim McKenna (CWY0303-4)

 

Wendy Shirar (CWY0303-12)

 

Debbie Britton (CWY0303-01)

 

Judy Tipton (CWY0303-06)

 


Chris Wolf

Page 3 of 3

May 9, 2007

 

NOTES: We assume that your employment with Acxiom would not cause you to violate any contract or agreement that you have with any current or prior employer. If these assumptions are incorrect, please notify Acxiom immediately. Your employment with Acxiom is not intended to and should not induce or require you to rely on, use, or disclose any confidential information or trade secrets of any current or prior employer. If you do not believe this to be accurate, you must also notify Acxiom immediately.

 

This letter is not intended to be and should not be considered an employment agreement or a guarantee of future compensation of any amount.

 

 


Attachment A

Relocation at a Glance

Chris Wolf

May 7, 2007

 

 

Acxiom Corporation is willing to pay the relocation benefits described in this guideline because it is our hope that the new position we are offering you will be beneficial to you and to us. If, however, you terminate your employment with Acxiom Corporation within twenty-four (24) months following your employment at the new location, you agree to reimburse Acxiom Corporation for the amount of any and all relocation benefits provided to you under the terms of this guideline.

 

Pre-Move

 

 

§

All relocation requests must be approved by your leader or organizational development representative for your organization before a commitment is made to relocate an associate.

 

 

§

One 5 day house hunting trip or two 3 day house hunting trips for up to 2 persons. Reimbursement to include hotel, rental car, and meals reasonable and customary for the area.

 

Move

 

 

§

Temporary living at the new location for up to 6 months. This includes payment of utilities and basic phone service.

 

 

§

Reimbursement of airfare expenses for the associate up to two return trips to the old location to visit immediate family. This assumes that the associate’s immediate family is not able to move immediately.

 

 

§

Transportation of immediate family to new location. Air travel reimbursement will be limited to coach class for the associate, spouse or domestic partner, and each legal dependent if the one-way distance exceeds 350 miles.

 

 

§

Transportation of household goods and one vehicle to new location coordinated by the relocation partner.

 

 

§

Mileage reimbursement at current Business and Travel Expense Guideline level for movement of owned automobiles to new location.

 

 

§

Reimbursement for in route meals, lodging, and mileage.

 

 

§

Reimbursement for storage of household goods for up to 30 days.

 

 

§

Payment of reasonable closing costs associated with the sale of the current residence. Insurance, taxes, interest, etc. are not reimbursable.

 

Post-Move

 

 

§

Payment of reasonable and customary expenses associated with the purchase of the new home up to 2% of the mortgage value.

 

 

§

Payment of reasonable and customary closing expenses associated with the sale of your home.

 

 

§

Reimbursement of reasonable and customary realtor fees associated with the sale of your home.

 


Chris Wolf

Page 2 of 2

May 7, 2007

 

 

 

§

Incidental allowance of $1,000.00 to cover car registration, driver license, deposits, etc.

 

 

§

Tax gross-up to account for impact of additional tax expense because of relocation. Additional income will not be considered at the time of the tax calculation.

 


Attachment B

 

AGREEMENT TO PAY RELOCATION EXPENSES

 

This Agreement ("Agreement") is entered into this 8th day of May 2007, by and between Acxiom Corporation ("Acxiom"), 301 E. Dave Ward Drive, Conway, Arkansas 72032 and Chris Wolf, 536 – 18th Avenue NE, St. Petersburg, Florida, 33704

 

1.

Acxiom agrees to pay Associate's relocation expenses relating to Associate's relocation from St. Petersburg, FL to Little Rock, AR.

 

2.

Acxiom agrees to pay Associate’s relocation expenses in accordance with the Relocation Guidelines which are incorporated herein by reference.

 

3.

In the event Associate voluntarily terminates his or her employment within 24 months of Associate’s starting date, or fails to report to work as agreed, Associate shall reimburse Acxiom for such relocation expenses as follows:

 

Time of Voluntary Termination

 

 

0 – up to 6 months

 

6 – up to 12 months

 

12 – up to 18 months

 

18 – up to 24 months

% of Relocation Expenses to be Reimbursed

by Associate to Acxiom

 

100%

 

75%

 

50%

 

25%

 

 

4.

Associate agrees that any money he/she owes Acxiom pursuant to this Agreement must be paid to Acxiom at the above address in full prior to or upon termination of employment. Associate agrees that Acxiom has the right to withhold from final paychecks, including but not limited to compensation for incentives, expense reimbursements, and Paid Days Off, if any, amounts sufficient to repay any remaining indebtedness to Acxiom pursuant to this Agreement.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first set forth above.

 

 

 

 

Associate Signature

 

 

Christopher W. Wolf

Print or Type Name

Acxiom Corporation

 

 

By

 

 

 

Title

 

 

 

 

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Exhibit 99.3

EXECUTIVE SECURITY AGREEMENT

 

This Executive Security Agreement is made and entered into effective as of the ___ day of ______, 2007 (“Effective Date”), by and between Christopher W. Wolf (“Executive”), an individual, and Acxiom Corporation, a Delaware corporation having its principal place of business at 1 Information Way, Little Rock, Arkansas 72202, and its successors and assigns (“Company”).

 

WHEREAS, Executive is a senior leader or key executive of the Company and has made and is expected to continue to make significant contributions to the short and long term success of the Company;

 

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders;

 

WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change of Control (as defined herein) exists, and that possibility, together with the uncertainty and questions that it may raise among management, may result in the departure or distraction of the Company’s leadership to the detriment of the Company and its shareholders;

 

WHEREAS, the Board of Directors of the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of certain members of the Company's leadership to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change of Control of the Company;

 

WHEREAS, the Company desires to assure itself and its stockholders of both the present and future continuity of its management and desires to establish certain minimum severance benefits for its officers and other key executives, including Executive, applicable in the event of a Change in Control; and

 

WHEREAS, the Company desires to provide additional inducement for Executive to continue to remain in the employ of the Company.

 

NOW, THEREFORE, the Company and Executive agree as follows:

 

1.        Defined Terms. For purposes of this Agreement, the following terms shall have the meanings indicated below:

 

(a)          Cause.” Termination by the Company of Executive’s employment for "Cause" means termination upon (i) Executive’s willful and continued failure to substantially perform his or her duties with the Company (other than any failure resulting from Executive’s incapacity due to physical or mental illness), after a written demand for

 

 

1

 


substantial performance is delivered to Executive by the Company Leader or other person filling the role of Chief Executive Officer of the Company (or if Executive is the Company Leader, then by the Chairman of the Compensation Committee of the Board of Directors) that specifically identifies the manner in which the Company believes that Executive has not substantially performed his or her duties; or (ii) Executive’s willfully engaging in misconduct that is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 1(a), no act, or failure to act, on Executive’s part will be considered "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company. Notwithstanding the above, Executive will not be deemed to have been terminated for Cause unless and until Executive has been given a copy of a Notice of Termination from the Company Leader or other person filling the role of Chief Executive Officer of the Company (or if Executive is the Company Leader, then by the Chairman of the Compensation Committee of the Board of Directors), after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before (x) the Company Leader or other person filling the role of Chief Executive Officer, or (y) if Executive is an elected officer of the Company, the Board of Directors of the Company, finding that in the good faith opinion of the Company Leader or other person filling the role of Chief Executive Officer, or, in the case of an elected officer, finding that in the good faith opinion of two-thirds of the Board of Directors, Executive committed the conduct set forth above in clauses (i) or (ii) of this Section 1(a), and specifying the particulars of that finding in detail.

 

(b)          Change of Control.” A “Change of Control” shall mean the occurrence of any of the following events during the period in which this Agreement remains in effect:

 

(i)           the acquisition by any person, entity or “group,” within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company, any of its subsidiaries or other entities controlled by the Company, or any employee benefit plan maintained by the Company or by any of its subsidiaries or other entities controlled by the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (A) 20% or more, but less than 50%, of the total voting power represented by the then outstanding Voting Securities (as defined below), unless prior thereto, the Incumbent Board (as defined below) approves the transaction that results in the person becoming the beneficial owner of 20% or more, but less than 50%, of the outstanding Voting Securities of the Company, or (B) 50% or more of the total voting power represented by the then outstanding Voting Securities, regardless of whether the transaction or event by which the foregoing 50% level is exceeded is approved by the Incumbent Board; or

 

(ii)          the Company files a report with the Securities and Exchange Commission disclosing in response to a Current Report on Form 8-K or Schedule 14A (or successor form, report or schedule) that a change in control (as defined by such forms, reports or schedules) has occurred; or

 

2

 


 

(iii)        individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided  (a) that any person becoming a member of the Board of Directors of the Company subsequent to the date hereof whose election (or nomination for election by the Company’s stockholders) was approved by a vote of at least a majority of the members then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board, or (b) that any member of the Board of Directors of the Company who is nominated in any definitive proxy statement furnished to stockholders of the Company in connection with the solicitation of proxies on behalf of the Board of Directors of the Company shall be, for purposes of this Agreement, considered as a member of the Incumbent Board; provided however, that any individual who has been elected a member of the Company’s Board of Directors in opposition to a solicitation of proxies by or on behalf of the members of the Incumbent Board, or a committee thereof, shall not be deemed a member of the Incumbent Board; or

 

(iv)         the Company is merged, combined, consolidated or reorganized with or into another corporation or other legal person (“Acquiring Person”), or the Company sells or otherwise transfers all or substantially all of its assets to an Acquiring Person, and, as a result of such merger, combination, consolidation or reorganization or sale or transfer of assets, less than a majority of the combined voting power of the then outstanding securities of the Acquiring Person are held in the aggregate by holders of Voting Securities (as that term is defined) immediately prior to such transaction; or

 

 

(v)

the Company is dissolved or liquidated.

 

(c)          Disability.” “Disability” shall mean that at the time Executive’s employment is terminated he or she shall have been unable to perform the duties of his or her position for a period of at least six (6) consecutive months as the result of total and permanent incapability due to physical or mental illness or injury.

 

(d)          Good Reason.” Termination for "Good Reason" means termination by Executive of his or her employment based on:

 

(i)           The assignment to Executive of duties inconsistent with his or her position and status with the Company as they existed immediately prior to a Change of Control, or a substantial change in title, offices or authority, or in the nature of Executive’s responsibilities, as they existed immediately prior to a Change of Control, except in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death or by Executive other than for Good Reason; or

 

 

3

 


(ii)          A reduction by the Company in Executive’s base salary as in effect immediately prior to the Change of Control; or

 

(iii)        The Company's requiring Executive to be based more than forty-five (45) miles from the location where he or she is based immediately prior to a Change of Control, except for required travel on the Company's business to an extent substantially consistent with Executive’s business travel obligations prior to the Change in Control, or if Executive consents to that relocation, the failure by the Company to pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive or to indemnify Executive against any loss realized in the sale of Executive’s principal residence in connection with that relocation; or

 

(iv)         The failure by the Company to continue the Company's incentive compensation plan(s), as they may be modified from time to time, substantially in the form in effect immediately prior to a Change of Control (the "Plans"), or a failure by the Company to continue Executive as a participant in the Plans on at least the same basis of his or her participation immediately prior to a Change of Control or to pay Executive the amounts that he or she would be entitled to receive in accordance with the Plans; or

 

(v)          The failure by the Company to continue in effect any retirement or compensation plan, performance share plan, stock option plan, life insurance plan, health and accident plan, disability plan or another benefit plan in which Executive is participating immediately prior to a Change of Control (or provide plans providing Executive with substantially similar benefits), the taking of any action by the Company that would adversely affect Executive’s participation or materially reduce his or her benefits under any of those plans or deprive him or her of any material fringe benefit enjoyed immediately prior to a Change of Control, or the failure by the Company to provide Executive with the number of paid days off to which Executive is then entitled in accordance with the Company's normal leave practices in effect immediately prior to a Change of Control; or

 

(vi)         The failure by the Company to obtain the assumption of the Company’s obligations under this Agreement by any successor, as contemplated in Section 7.

 

(e)         Voting Securities.” “Voting Securities” shall mean all outstanding classes of voting capital stock of the Company entitled to vote generally in the election of directors of the Company.

 

2.            Term. Subject to the provisions of Sections 3 and 4 hereof, this Agreement shall expire upon Executive’s seventieth (70th) birthday.

 

3.            Payments following Change of Control and Termination of Employment. In the event a Change of Control of the Company occurs during the term of this

 

4

 


Agreement, and if at any time Executive’s employment with the Company is terminated by the Company or the Acquiring Person, or if Executive resigns for Good Reason within three years after such Change of Control, the Company shall, within ten calendar days of the date of any such termination of employment (“Termination Date”), make a single, lump sum cash severance payment to Executive equal to: (i) if the Termination Date occurs within one year of the Change of Control, 2.99 times Executive’s annualized includible compensation for the base period consisting of the most recent five taxable years ending before the date on which the Change of Control occurs; (ii) if the Termination Date occurs between one and two years of the Change of Control, 2 times Executive’s annualized includible compensation for the base period consisting of the most recent five taxable years ending before the date on which the Change of Control occurs; or (iii) if the Termination Date occurs between two and three years of the Change of Control, 1 times Executive’s annualized includible compensation for the base period consisting of the most recent five taxable years ending before the date on which the Change of Control occurs. For purposes of this Section 3, the phrases “annualized includible compensation” and “base period,” and any terms relating to such phrases shall have the meanings set forth in Section 280G of the Internal Revenue Code of 1986 (the “Code”), as amended, or any subsequent provision, and the Treasury regulations promulgated thereunder. In the event Executive has been employed with the Company for less than five taxable years prior to a Change of Control, the base period for calculating the payments called for in this Section 3 shall be determined in accordance with Section 280G of the Code and the Treasury regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall have no obligation to make any payment to Executive under this Agreement if Executive’s employment is terminated for Cause, due to Executive’s death or Disability, or as a result of Executive’s retirement or resignation other than for Good Reason.

 

4.            Termination of Agreement. This Agreement and/or the employment of Executive hereunder may be unilaterally terminated by the Company, without incurring any obligation under Section 3 above, at any time for any reason whatsoever prior to the occurrence or pendency of a Change of Control. Notwithstanding the foregoing, any termination of this Agreement and/or the employment of Executive by the Company, and any resignation by Executive following the commencement of discussions with a third person that ultimately results in a Change of Control shall be deemed to be a termination of this Agreement and/or Executive’s employment after a Change of Control for purposes of this Agreement, and any attempt by the Company to terminate this Agreement shall be rendered null and void.

 

5.            Additional Payments by the Company. In the event that all or any portion of any payment or benefit paid to Executive under the terms of Section 3 or otherwise paid or payable or distributed to Executive in connection with, or arising out of, his or her employment with the Company or a Change of Control or effective control of the Company (collectively the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision, by reason of being considered an “excess parachute payment” as defined in Section 280G of the Code, or any successor provision, or to any similar tax imposed by state or local law, or any interest or penalties

 

R\ex993.htm

5

 


with respect to such tax (such tax or taxes, together with any such interest and penalties, being collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive from the Company an additional payment or payments (collectively, the “Gross-Up Payment”), such that the net amount retained by Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment, including penalties and interest, shall be equal to the Payments. The intent of the parties is that Executive shall receive no more or no less than what Executive would have received had the Payments not been subject to the Excise Tax.

 

All determinations required to be made under this Section 5, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax, and whether a Gross-Up Payment is required to be paid by the Company to Executive and the amount of such Gross-Up Payment, if any, shall be made by the accounting firm that is the Company’s independent auditor as of the date immediately prior to the Change of Control, or such other nationally recognized accounting firm mutually agreeable to the Company and Executive (the “Accounting Firm”). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the Termination Date of Executive’s service with the Company. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of such determination and calculations with respect to any Payment to Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on his or her federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax laws at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should in fact have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that Executive thereafter is ever required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five (5) business days after receipt of such determination and calculations. The Company shall be solely responsible for paying any fees charged by the Accounting Firm for its services in connection herewith.

 

6.            Costs of Enforcement. If the Company breaches this Agreement, or if within three (3) years following a Change of Control, (a) Executive’s employment is terminated by the Company other than for Cause or Disability, or (b) Executive terminates his or her employment for Good Reason, the Company will reimburse Executive for all legal, accounting and other fees and expenses reasonably incurred by him or her as a result of that termination (including all those fees and expenses, if any,

 

O:\Corporate Legal\SECC\8-K\2007\5-16-07 (FY07 4th qtr earnings-CFO)\EDGAR\ex993.htm

6

 


incurred in contesting or disputing the termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).

 

 

7.

Successor Liability and Non-Assignment.

 

(a)          The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. Failure of the Company to obtain that agreement prior to the effectiveness of any succession will be a breach of this Agreement and will entitle Executive to compensation from the Company in the same amount and on the same terms as he or she would be entitled under this Agreement if he or she terminated employment for Good Reason within three (3) years following a Change of Control, except that for purposes of implementing the foregoing, the date on which that succession becomes effective will be deemed the Termination Date. This Agreement will be binding upon and inure to the benefit of the Company and any successor acquiring, directly or indirectly, all or substantially all of the business assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise, but this Agreement will not otherwise be assignable, transferable or delegable by the Company.

 

(b)          This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

 

(c)          This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided herein. Without limiting the generality or effect of the foregoing, Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 7(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

 

8.            Employment At Will. Notwithstanding anything to the contrary contained herein, Executive’s employment with the Company is not for any specified term and may be terminated by Executive or by the Company at any time, for any reason, with or without cause, without liability except with respect to the payments provided hereunder or as required by law or any other contract or benefit plan.

 

9.            Modification or Waiver. No amendment, modification or waiver of this Agreement shall be binding or effective for any purpose unless it is made in writing and signed by the party against whom enforcement of such amendment, modification or waiver is sought. No course of dealing between the parties to this Agreement shall be

 

O:\Corporate Legal\SECC\8-K\2007\5-16-07 (FY07 4th qtr earnings-CFO)\EDGAR\ex993.htm

 


7

deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or Executive of any such right or remedy shall preclude other or further exercise thereof. A waiver of right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

 

10.          Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement.

 

11.          Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to this transaction, may be modified only by a written agreement signed by both parties, and supersedes any prior agreements and representations pertaining to the subject matter hereof. This Agreement is not intended, however, to supercede or modify any other existing written employment agreement between Executive and the Company.

 

12.          Governing Law. Except as may otherwise be specifically provided in any related agreements referenced herein or explicitly required by law, this Agreement shall be governed by the laws of the State of Delaware.

 

13.          Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

 

14.          Captions. The caption headings are used in this Agreement only as a matter of convenience and for reference, and the parties hereto agree that the caption headings do not define, limit, or describe the scope of this Agreement nor determine the intent of any provision.

 

15.          Notices. Any notice given with respect to this Agreement shall be in writing and shall be given by personal delivery or by deposit in the United States Mail or FedEx, addressed to the respective addresses of the parties as set forth herein or at such other addresses as may be provided by any party to the other in writing in the manner herein stated, and, if to the Company, addressed to the attention of the Company’s Secretary. All notices shall be effective only upon receipt by the addressee.

 

16.          Good Faith. In all matters in connection herewith, the parties agree that each shall act in good faith in providing information to or dealing with another party hereunder, and in complying with the requirements of this Agreement and otherwise consummating the transactions herein contemplated.

 

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8

 


17.          Employment by a Related Entity. Either the Company or a subsidiary or other entity ultimately controlled by the Company may be Executive’s legal employer. For purposes of this Agreement, any reference to Executive’s termination of employment with the Company means termination of employment with the Company and all subsidiaries or other entities ultimately controlled by the Company, and does not include a transfer of employment between any of them. The actions referred to under the definition of "Good Reason" in Section 1(d) include the actions of the Company or Executive’s employing entity, as applicable. The obligations created under this Agreement are obligations of the Company. A change in control of a subsidiary or other entity which employs Executive will not constitute a Change in Control for purposes of this Agreement unless there is also a contemporaneous Change in Control of the Company.

 

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement effective as of the date first above written.

 

 

ACXIOM CORPORATION

 

                                                                                                                            

 

Jerry C. Jones, Business Development/Legal Leader

 

 

 

 

Catherine L. Hughes, Secretary

 

 

 

EXECUTIVE

 

 

 

Christopher W. Wolf

 

Address:

 

                                                                                                                            

 

(please print address)

 

 

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