NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These condensed consolidated financial statements have been prepared by Acxiom Corporation ("Registrant",
"Acxiom" or "the Company"), without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC" or "the Commission"). In the opinion of the Registrant's management all
adjustments necessary for a fair presentation of the results for the periods included have been made and the
disclosures are adequate to make the information presented not misleading. All such adjustments are of a
normal recurring nature. Certain note information has been omitted because it has not changed significantly
from that reflected in notes 1 through 20 of the Notes to Consolidated Financial Statements filed as a part
of Item 14 of the Registrant's annual report on Form 10-K for the fiscal year ended March 31, 2003 ("2003
Annual Report"), as filed with the Commission on June 9, 2003. This report and the accompanying condensed
consolidated financial statements should be read in connection with the 2003 Annual Report. The financial
information contained in this report is not necessarily indicative of the results to be expected for any
other period or for the full fiscal year ending March 31, 2004.
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed
consolidated financial statements in conformity with accounting principles generally accepted in the United
States. Actual results could differ from those estimates. Certain of the accounting policies used in the
preparation of these condensed consolidated financial statements are complex and require management to make
judgments and/or significant estimates regarding amounts reported or disclosed in these financial
statements. Additionally, the application of certain of these accounting policies is governed by complex
accounting principles and interpretations thereof. A discussion of the Company's significant accounting
principles and the application thereof is included in note 1 and in Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, to the Company's 2003 Annual Report.
During the quarter ended June 30, 2003, in conjunction with an amendment of one of its purchased software
license agreements, the Company evaluated the remaining useful lives of certain of its purchased software
licenses. Purchased software licenses include both prepaid software and capitalized future software
obligations for which the liability is included in long-term obligations. Costs of purchased software
licenses are amortized using a units-of-production basis over the estimated economic life of the license,
generally not to exceed ten years. As a result of this review, the estimated remaining useful life of one
of these licenses was extended from eight years to ten years and the estimated remaining useful life of
another license was extended from four years to eight years. At the same time, the Company also adjusted
its units-of-production estimates for future years. As a result of these changes, amortization expense for
these two licenses for the quarter ended June 30, 2003 was reduced from what it would have been without
these changes, although it was approximately the same as the first quarter in the prior year. The effect of
the amendment, the changes in useful lives, and the changes in estimated units-of-production in the current
quarter was to increase earnings before income taxes by $1.1 million, increase net earnings by $0.7 million,
and increase both basic and diluted earnings per share by $0.01.
Effective January 1, 2001, the Company changed its method of accounting for certain transactions,
retroactive to April 1, 2000, in accordance with SEC Staff Accounting Bulletin 101 ("SAB 101"), "Revenue
Recognition in Financial Statements." For the quarters ended June 30, 2003 and 2002, the Company recognized
approximately $2.0 million and $4.2 million, respectively, in revenue that was included in the SAB 101
cumulative effect adjustment.
Certain prior year amounts have been reclassified to conform to the current year presentation. These
reclassifications had no impact on net earnings as previously reported.
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2. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES
Restructuring and Impairment Charges
On June 25, 2001, the Company announced a restructuring plan ("Restructuring Plan") for significant
cost-reduction efforts, including workforce reductions, the sale and leaseback of a significant amount of
its computer equipment, and certain other restructuring activities, asset impairments and other adjustments
and accruals totaling $45.3 million. The charges recorded by the Company included a loss on the
sale-leaseback transaction of $31.2 million; $8.3 million in associate-related reserves; $3.6 million for
lease and contract termination costs and $2.2 million for abandoned or impaired assets and transaction
costs.
Montgomery Wards Bankruptcy
During the fourth quarter of the year ended March 31, 2001, the Company recorded a charge totaling $34.6
million relating to the bankruptcy filing of Montgomery Ward ("Wards"), a significant customer of the
Information Technology ("IT") Management segment, for the write-down of impaired assets and for certain
ongoing obligations that have no future benefit to the Company. As of June 30, 2001, the Company was no
longer obligated to provide services to Wards.
The following table shows the balances related to the Restructuring Plan and to Wards that were included in
the restructuring and impairment accruals as of March 31, 2003 and the changes in those balances during the
three months ended June 30, 2003 (dollars in thousands):
March 31, June 30,
2003 Payments 2003
Associate-related
reserves $ 16 $ (16) $ --
Ongoing contract costs
314 (123) 191
Other accruals 254 -- 254
$ 584 $(139) $ 445
The remaining accruals will be paid out over periods ranging up to two years.
3. ACQUISITIONS AND INVESTMENTS
Effective November 26, 2002, the Company acquired certain assets and assumed certain liabilities of
Toplander Corporation ("Toplander"), a data compiler for online marketing efforts. Management believes this
acquisition will enable Acxiom to significantly increase the number of database records used for online
marketing efforts and will provide additional sources of data collection. The acquisition price consisted
of cash paid to the sellers of $5.6 million and contingent consideration that includes up to $2.4 million of
additional cash currently in escrow, shares of the Company's common stock with a fair value of up to $2.0
million, and warrants to purchase shares of the Company's common stock with a fair value of up to $2.0
million for a total aggregate purchase price, including contingent consideration, of up to $12.0 million.
At June 30, 2003, the $2.4 million escrowed cash is included in cash and cash equivalents on the condensed
consolidated balance sheet. The amount of contingent consideration, if any, payable by the Company to the
sellers will be determined during the second quarter of the Company's current fiscal year. The results of
operations of Toplander are included in the Company's consolidated results from the date of acquisition.
The pro forma effect of this acquisition is not material to the Company's consolidated results for any of
the periods presented.
Effective August 12, 2002, the Company acquired certain assets and assumed certain liabilities of an
employment screening business owned by Trans Union, LLC ("Trans Union"), a related party. This employment
screening business was incorporated as Acxiom Information Security Systems, Inc. ("AISS") and offers a range
of services including criminal and civil records search, education and reference verification, and other
verification services for its customers. Management believes AISS will provide the Company with additional
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products and services and will support the Company's initiatives in the screening, identification and
security areas. The aggregate purchase price of $34.8 million consisted of cash of $7.5 million paid at
closing, a note of $2.5 million paid in October 2002, additional cash of $0.2 million paid in October 2002
as a result of purchase price adjustments, 664,562 shares of common stock valued at $10.5 million and
warrants to purchase 1,272,024 shares of common stock, at an exercise price of $16.32, valued at $14.1
million. If the value of the 664,562 shares of common stock on August 12, 2003 (twelve months after the
closing date) is less than $10.0 million, the Company will be required to pay additional cash consideration
in the amount of the deficit, but not more than $5.0 million. If the value of those shares on August 12,
2003 is greater than $13.0 million, Trans Union will be required to return shares of common stock in the
amount of the excess, but not more than $5.0 million worth of common stock. The results of operations of
AISS are included in the Company's consolidated results from the date of acquisition. The pro forma effect
of this acquisition is not material to the Company's consolidated results for any of the periods presented.
Effective June 1, 2002, the Company entered into an agreement with Publishing & Broadcasting Limited ("PBL")
whereby Acxiom purchased PBL's 50% ownership interest in an Australian joint venture ("Australian JV") for
cash of $0.8 million (net of cash acquired) and a note payable of $1.4 million, such that Acxiom now owns
100% of the Australian operation. Additionally, the purchase agreement provides that Acxiom may pay PBL
additional consideration, based on a percentage of the Australian operation's results through March 31,
2007, and also provides PBL the option to repurchase between 25% and 49% of the Australian JV subsequent to
March 31, 2007, at an option price specified in the purchase agreement. The results of operations of the
Australian business are included in the Company's condensed consolidated financial statements beginning June
1, 2002. Prior to that time, the Company accounted for the Australian JV as an equity method investment.
The pro forma effect of this acquisition is not material to the Company's consolidated results for any of
the periods presented. Management believes the Australian market is an important component of the Company's
long-term global strategy. Sole ownership of the Australian operation will enable the Company to more
quickly and effectively capitalize on that opportunity.
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The following table shows the allocation of the Australian JV and the AISS purchase prices and the initial
allocation of the Toplander purchase price to assets acquired and liabilities assumed (dollars in thousands):
Australian JV AISS Toplander
Assets acquired:
Cash $ 592 $ -- $ --
Goodwill 6,995 32,438 4,512
Other current and noncurrent
assets 2,575 3,513 1,334
10,162 35,951 5,846
Accounts payable and accrued
expenses assumed 1,077 1,096 246
Net assets acquired 9,085 34,855 5,600
Less:
Cash acquired 592 -- --
Common stock issued
-- 10,525 --
Warrants issued for the
purchase of common
stock -- 14,097 --
Previous investment in
Australian JV 6,357 -- --
Note payable 1,364 2,500 --
Net cash paid $ 772 $ 7,733 $ 5,600
The initial purchase price allocation for Toplander does not include the $2.4 million of cash placed in
escrow pursuant to the purchase agreement, nor does it include the other contingent consideration of
warrants or common stock. The initial purchase price allocation is subject to adjustment based on the
Company's final determination of the fair values of the assets acquired and liabilities assumed, as well as
the ultimate payment of the contingent consideration, if any.
During the quarter ended June 30, 2003, the Company made an investment of $5.0 million in Battleaxe, LLC, a
limited liability company formed for the purpose of owning and managing real property in Illinois. Under
the terms of the operating agreement, the Company's ownership investment in this entity will be returned
through monthly payments over the next four years, including interest at 5%, with a final payment of $2.4
million due May 2007. The balance of the ownership investment is included in other assets, net in the
accompanying condensed consolidated balance sheet as of June 30, 2003. As an inducement for the Company to
enter into this investment, the other investors released the Company from a contingent liability under which
the Company was potentially liable under certain leases that had been assumed by other parties. The total
amount of the future lease payments for which the Company was previously contingently liable was $6.8
million as of March 31, 2003.
4. DIVESTITURES
On June 27, 2003, the Company sold its Los Angeles outsourcing data center operation for $6.7 million in
cash. In connection with the sale, the Company accrued $1.3 million in other accrued expenses on the
accompanying condensed consolidated balance sheet for its estimated liability on a building lease which was
not assumed by the buyer and wrote off $1.2 million of goodwill. The Company recorded a gain on the
disposal of $1.0 million, net of the lease accrual and goodwill write-off, which is included in gains,
losses and nonrecurring items, net for the quarter ended June 30, 2003. This operation accounted for
approximately $20 million in revenue in fiscal 2003, with no material impact on net earnings.
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In addition to the above sale, the Company also received a payment of $1.0 million on its note receivable
from the sale of the DMI business unit sold in a prior fiscal year. As a result of this payment, the
balance of the DMI note receivable, net of credits which the Company has agreed to provide to DMI in future
periods, has been reduced to $12.7 million, payable over the next five years.
During the year ended March 31, 2002, the Company sold three of its business operations, including a minor
portion of its United Kingdom operations located in Spain and Portugal. During the quarter ended June 30,
2002, the Company sold the remaining portion of its assets located in Spain, which primarily consisted of
tax loss carryforwards. Effective July 31, 2002, the Company sold its print shop business located in
Chatsworth, California. Gross proceeds from the sales of these operations were $16.6 million, consisting of
cash of $6.8 million and notes receivable of $9.8 million. At June 30, 2003 and March 31, 2003, notes
receivable relating to these transactions of $5.1 million and $5.3 million, respectively, are included in
the accompanying consolidated financial statements. The Company recorded a gain associated with the
disposition in Spain of $0.5 million during the quarter ended June 30, 2002, including the write-off of $0.1
million of goodwill.
5. OTHER CURRENT AND NONCURRENT ASSETS
Unbilled and notes receivable are from the sales of software, data licenses, equipment sales and from the
sale of divested operations (see note 4), net of the current portions of such receivables. Other current
assets include the current portion of the unbilled and notes receivable of $19.8 million and $21.9 million
at June 30, 2003 and March 31, 2003, respectively. The remainder of other current assets consists of prepaid
expenses, non-trade receivables and other miscellaneous assets.
Other noncurrent assets consist of the following (dollars in thousands):
June 30, March 31,
2003 2003
Investments in joint ventures and other investments, net of
unrealized gain or loss on available-for-sale marketable securities $ 17,643 $ 13,463
Other, net 6,197 7,958
$ 23,840 $ 21,421
6. GOODWILL
The changes in the carrying amount of goodwill, by business segment, for the three months ended June 30,
2003, are as follows (dollars in thousands):
Data and
Software IT Management
Services Products Total
Balances at March 31, 2003 $ 139,981 $6,045 $ 75,158 $ 221,184
Divestitures -- -- (1,234) (1,234)
Foreign currency translation adjustment 1,572 -- -- 1,572
Balances at June 30, 2003 $ 141,553 $6,045 $ 73,924 $ 221,522
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7. LONG-TERM OBLIGATIONS
Long-term obligations consist of the following (dollars in thousands):
June 30, 2003 March 31, 2003
Convertible subordinated notes due 2009; interest at 3.75% $ 175,000 $ 175,000
Revolving credit agreement 42,673 28,799
Capital leases on land, buildings and equipment payable in monthly payments
of principal plus interest at approximately 8%; remaining terms up to
fifteen years 45,223 32,753
Other debt and long-term liabilities 11,393 10,278
Total long-term debt and capital leases 274,289 246,830
Less current installments 16,841 12,987
Long-term debt and capital leases, excluding current installments $ 257,448 $ 233,843
Software license liabilities payable over terms up to seven years; effective
interest rates at approximately 6% $ 71,920 $ 72,338
Long-term data license agreement, due over two years; interest at 6% 11,560 --
Total license liabilities 83,480 72,338
Less current installments 22,579 16,504
License liabilities, excluding current installments $ 60,901 $ 55,834
The Company maintains a revolving credit facility that provides for aggregate borrowings and letters of
credit of up to $150 million. Any borrowings under this facility will bear interest at LIBOR plus 1.50%, or
at an alternative base rate or at the Federal funds rate plus 2.00%, depending upon the type of borrowing,
are secured by substantially all of the Company's assets and are due July 2006. At June 30, 2003, the
average interest rate under this credit facility was approximately 2.8% per annum. Outstanding letters of
credit at June 30, 2003 and March 31, 2003, were $11.2 million and $10.8 million, respectively.
Under the terms of some of the above borrowings, the Company is required to maintain certain tangible net
worth levels, debt-to-cash flow and debt service coverage ratios, among other restrictions. At June 30,
2003, the Company was in compliance with these covenants and restrictions. Accordingly, the Company has
classified all portions of its debt obligations due after June 30, 2004 as long-term in the accompanying
condensed consolidated financial statements.
During the quarter, the Company completed a long-term data license agreement with Trans Union, a related
party. The related data asset of $18.3 million is recorded in deferred costs on the accompanying condensed
consolidated balance sheet. This data will be used in the Company's products.
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8. STOCKHOLDERS' EQUITY
Below is the calculation and reconciliation of the numerator and denominator of basic and diluted earnings
(loss) per share (in thousands, except per share amounts):
For the quarter ended
June 30,
2003 2002
Basic earnings per share:
Numerator - net earnings $ 11,263 $ 10,465
Denominator - weighted-average
shares outstanding 86,442 87,781
Basic earnings per share
$ 0.13 $ 0.12
Diluted earnings per share:
Numerator:
Net earnings $ 11,263 $10,465
Interest expense on
convertible debt (net of
tax benefit) 1,026 1,050
$ 12,289 $11,515
Denominator:
Weighted-average shares
outstanding 86,442 87,781
Dilutive effect of common
stock options and
warrants, as computed
under the treasury stock
method 1,603 2,468
Dilutive effect of
convertible debt, as
computed under the
if-converted method 9,589 9,589
97,634 99,838
Diluted earnings per
share $ 0.13 $ 0.12
At June 30, 2003, the Company had options and warrants outstanding providing for the purchase of
approximately 21.5 million shares of its common stock. Options and warrants to purchase shares of common
stock that were outstanding during the periods reported, but were not included in the computation of diluted
earnings per share because the exercise price was greater than the average market price of the common shares
are shown below (in thousands, except per share amounts):
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For the quarter ended
June 30,
2003 2002
Excluded number of
shares under
options and
warrants 13,607 9,563
Range of exercise
prices $14.82 - 62.06 $17.49 - 62.06
The Company applies the provisions of Accounting Principles Board Opinion No. 25 and related interpretations
in accounting for its stock-based compensation plans. Accordingly, no compensation cost has been recognized
by the Company in the accompanying condensed consolidated statements of earnings for any of the fixed stock
options granted. Had compensation cost for options granted been determined on the basis of the fair value
of the awards at the date of grant, consistent with the methodology prescribed by Statement of Financial
Accounting Standards ("SFAS") No. 123, as amended by SFAS No. 148, the Company's net earnings would have
been reduced to the following pro forma amounts for the periods indicated (dollars in thousands, except per
share amounts):
For the quarter ended
June 30,
2003 2002
Net earnings, as reported $ 11,263 $ 10,465
Less: stock-based employee
compensation expense under
fair value based method, net
of income tax benefit 2,976 2,647
Pro forma net earnings $ 8,287 $ 7,818
Earnings per share:
Basic - as reported $ 0.13 $ 0.12
Basic - pro forma $ 0.10 $ 0.09
Diluted - as reported $ 0.13 $ 0.12
Diluted - pro forma $ 0.09 $ 0.09
Pro forma net earnings reflect only options granted after fiscal 1995. Therefore, the full impact of
calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net
earnings amounts presented above because compensation cost is reflected over the options' vesting period of
up to nine years and compensation cost for options granted prior to April 1, 1995 is not considered.
The per share weighted average fair value of stock options granted during the quarter ended June 30, 2003
was $9.62 on the date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: dividend yield of 0%; risk-free interest rate of 3.61%; expected option life
of ten years; and expected volatility of 55%.
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9. ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade accounts receivable are presented net of allowances for doubtful accounts, returns, and credits of
$5.0 million and $6.7 million, respectively, at June 30, 2003 and at March 31, 2003. The decrease in the
allowance account was due to the write-off of accounts receivable which had previously been included in the
allowance account.
10. SEGMENT INFORMATION
The following tables present information by business segment (dollars in thousands):
For the quarter ended
June 30,
2003 2002
Revenue:
Services $ 175,692 $ 169,369
Data and Software Products 41,155 38,372
IT Management 61,945 56,461
Intercompany eliminations (42,110) (38,796)
$ 236,682 $ 225,406
Income (loss) from operations:
Services $ 9,768 $ 20,962
Data and Software Products 3,607 2,670
IT Management 1,524 1,072
Intercompany eliminations (3,909) (3,025)
Corporate and other 244 9
$ 11,234 $ 21,688
11. COMPREHENSIVE INCOME (LOSS)
The balance of accumulated other comprehensive loss, which consists of foreign currency translation
adjustments and unrealized gains and losses, net of reclassification adjustments and income tax benefit, on
marketable securities classified as available-for-sale, was $0.6 million and $2.9 million at June 30, 2003
and March 31, 2003, respectively. Total comprehensive income was $13.6 million and $12.2 million,
respectively, for the quarters ended June 30, 2003 and 2002.
12. COMMITMENTS AND CONTINGENCIES
Refer to Part II, Item 1 for a description of legal proceedings.
The Company leases data processing equipment, software, office furniture and equipment, land and office
space under noncancellable operating leases. Additionally, the Company has entered into synthetic operating
leases for computer equipment, furniture and an aircraft ("Leased Assets"), which provide the Company with a
more cost-effective way to acquire equipment than alternative financing arrangements. These synthetic
operating lease facilities are accounted for as operating leases under generally accepted accounting
principles and are treated as capital leases for income tax reporting purposes. Initial lease terms under
the computer equipment and furniture facility range from two to six years, with the Company having the
option at expiration of the initial lease to return the equipment, purchase the equipment at a fixed price,
or extend the term of the lease. The lease term of the aircraft expires in January 2011, with the Company
having the option to purchase the aircraft, renew the lease for an additional twelve months, or return the
aircraft to the lessor. Monthly payments under these synthetic lease facilities are approximately $2.7
14
million. At June 30, 2003, the total amount drawn under these synthetic lease operating lease facilities
was $185.4 million and the remaining capacity for additional funding (for computer equipment and furniture
only) was $68.1 million. The Company has made aggregate payments of $127.5 million through June 30, 2003,
and has a remaining commitment under these synthetic operating lease facilities of $36.0 million over the
next eight years. In the event the Company elects to return the Leased Assets, the Company has guaranteed a
portion of the residual value to the lessors. Assuming the Company elects to return the Leased Assets to
the lessors at its earliest opportunity under the synthetic lease arrangements and assuming the Leased
Assets have no significant residual value to the lessors, the maximum potential amount of future payments
the Company could be required to make under these residual value guarantees was $25.4 million at June 30,
2003.
The Company also has an aircraft leased from a business partially owned by an officer of the Company.
Should the Company elect early termination rights under the lease or not extend the lease beyond the initial
term and the lessor sells the aircraft, the Company has guaranteed a residual value of 70% of the then
outstanding indebtedness of the lessor, or $4.1 million at June 30, 2003.
In connection with certain of the Company's facilities, the Company has entered into 50/50 joint ventures
with local real estate developers. In each case, the Company is guaranteeing portions of the loans for the
buildings. In addition, in connection with the disposal of certain assets, the Company has guaranteed loans
for the buyers of the assets. These guarantees were made by the Company primarily to facilitate favorable
financing terms for those third parties. Should the third parties default on this indebtedness, the Company
would be required to perform under its guarantee. Substantially all of the third party indebtedness is
collateralized by various pieces of real property. At June 30, 2003, the Company's maximum potential of
future payments under these guarantees of third party indebtedness was $5.6 million.
At both June 30, 2003 and March 31, 2003, the Company had accrued $0.3 million related to the potential
obligations under all of its various guarantees.
13. RECENT DEVELOPMENTS
In early August 2003 management determined that Acxiom had experienced an unlawful security breach of its
file transfer protocol ("FTP") server. Beginning on August 7, 2003 there have been reports in the news media
concerning this incident. Unauthorized access to certain files occurred as a result of information being
exchanged between Acxiom and a number of clients via the FTP server. Acxiom was among several companies
whose security was breached. Law enforcement authorities have arrested and charged a former employee of one
of Acxiom's clients. Acxiom is fully cooperating with the investigation, which involves multiple law
enforcement agencies.
Only FTP files on a server located outside of the Acxiom firewall were compromised, and not all FTP files
nor all clients were affected. No internal systems or databases were accessed and there was no breach that
penetrated the Acxiom security firewall. There is no evidence that the files were used or forwarded to
other parties. Based on the facts known to management, the Company does not expect any material adverse
effect from this incident.
Acxiom has a longstanding commitment to systems and network security. The Company undergoes internal
security audits on a regular basis, and many clients perform audits on the Company's systems as well. Based
on this incident, however, management plans to be even more aggressive in the future to secure the Company's
systems. The Company has begun an additional comprehensive review of its systems and procedures to guard
against similar incidents in the future.
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