SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ----- to -----
Commission file number 0-13163
Acxiom Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 71-0581897
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 2000, 301 Industrial Boulevard,
Conway, Arkansas 72033-2000
(Address of Principal Executive Offices) (Zip Code)
(501) 336-1000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of Common Stock, $ 0.10 par value per share,
outstanding as of October 31, 1997 was 52,135,110.
<PAGE>
Form 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Company for which report is filed:
ACXIOM CORPORATION
The consolidated financial statements included herein have been prepared by
Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of the Registrant's
management, however, all adjustments necessary for a fair statement of the
results for the periods included herein have been made and the disclosures
contained herein are adequate to make the information presented not misleading.
All such adjustments are of a normal recurring nature.
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, March 31,
1997 1997
----------- -----------
Assets
Current assets:
Cash and cash equivalents $ 5,832,000 2,721,000
Trade accounts receivable, net 72,562,000 70,636,000
Refundable income taxes --- 1,809,000
Other current assets 10,681,000 9,379,000
----------- -----------
Total current assets 89,075,000 84,545,000
----------- -----------
Property and equipment 207,866,000 199,286,000
Less - Accumulated depreciation and
amortization 89,845,000 83,115,000
----------- -----------
Property and equipment, net 118,021,000 116,171,000
----------- -----------
Software, net of accumulated amortization 18,778,000 18,627,000
Excess of cost over fair value of net assets
acquired 37,298,000 38,297,000
Other assets 57,367,000 42,028,000
----------- -----------
$ 320,539,000 299,668,000
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Short-term notes payable --- 158,000
Current installments of long-term debt 3,814,000 3,923,000
Trade accounts payable 13,329,000 15,323,000
Accrued interest 1,432,000 1,128,000
Accrued payroll and related expenses 8,600,000 7,519,000
Accrued royalties 1,310,000 2,047,000
Other accrued expenses 13,265,000 5,492,000
Advances from customers 454,000 519,000
Income taxes 7,176,000 ---
----------- -----------
Total current liabilities 49,380,000 36,109,000
----------- -----------
Long-term debt, excluding current installments 75,857,000 87,120,000
Deferred income taxes 17,324,000 17,324,000
Deferred revenue 4,395,000 3,018,000
Stockholders' equity:
Preferred stock --- ---
Common stock 5,315,000 5,274,000
Additional paid-in capital 65,272,000 61,322,000
Retained earnings 105,416,000 91,738,000
Foreign currency translation adjustment 12,000 278,000
Treasury stock, at cost (2,432,000) (2,515,000)
----------- -----------
Total stockholders' equity 173,583,000 156,097,000
----------- -----------
Commitments and contingencies $ 320,539,000 299,668,000
=========== ===========
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
For the Three Months Ended
September 30
1997 1996
----------- -----------
Revenue $ 109,966,000 97,547,000
Operating costs and expenses:
Salaries and benefits 40,518,000 35,038,000
Computer, communications and other equipment 15,561,000 15,572,000
Data costs 21,201,000 17,871,000
Other operating costs and expenses 18,578,000 16,682,000
----------- -----------
Total operating costs and expenses 95,858,000 85,163,000
----------- -----------
Income from operations 14,108,000 12,384,000
----------- -----------
Other income (expense):
Interest expense (1,470,000) (906,000)
Other, net 746,000 (1,294,000)
----------- -----------
(724,000) (2,200,000)
----------- -----------
Earnings before income taxes 13,384,000 10,184,000
Income taxes 5,019,000 3,921,000
----------- -----------
Net earnings $ 8,365,000 6,263,000
=========== ===========
Earnings per share $ 0.14 0.11
=========== ===========
Weighted average shares outstanding 59,714,000 59,086,000
=========== ===========
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
For the Six Months Ended
September 30
1997 1996
----------- -----------
Revenue $ 210,293,000 191,500,000
Operating costs and expenses:
Salaries and benefits 78,497,000 70,570,000
Computer, communications and other equipment 30,490,000 28,393,000
Data costs 41,889,000 36,652,000
Other operating costs and expenses 35,094,000 34,290,000
----------- -----------
Total operating costs and expenses 185,970,000 169,905,000
----------- -----------
Income from operations 24,323,000 21,595,000
----------- -----------
Other income (expense):
Interest expense (3,004,000) (1,724,000)
Other, net 566,000 (2,786,000)
----------- -----------
(2,438,000) (4,510,000)
----------- -----------
Earnings before income taxes 21,885,000 17,085,000
Income taxes 8,207,000 6,577,000
----------- -----------
Net earnings $ 13,678,000 10,508,000
=========== ===========
Earnings per share $ 0.23 0.18
=========== ===========
Weighted average shares outstanding 59,454,000 58,796,000
=========== ===========
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
September 30
1997 1996
---------- ----------
Cash flows from operating activities:
Net earnings $ 13,678,000 10,508,000
Non-cash operating activities:
Depreciation and amortization 19,244,000 14,589,000
Loss (Gain) on disposal or impairment
of assets (963,000) 2,100,000
Provision for returns and doubtful accounts 520,000 1,561,000
Changes in assets and liabilities:
Accounts receivable (5,198,000) (15,403,000)
Other assets (10,297,000) 155,000
Accounts payable and other liabilities 12,681,000 (865,000)
---------- ----------
Net cash provided by operating activities 29,665,000 12,645,000
---------- ----------
Cash flows from investing activities:
Sale of assets 15,682,000 1,151,000
Cash acquired in pooling acquisition --- 21,000
Development of software (5,479,000) (2,960,000)
Capital expenditures (24,504,000) (33,349,000)
Investments in joint ventures (4,853,000) ---
---------- ----------
Net cash used by investing activities (19,154,000) (35,137,000)
---------- ----------
Cash flows from financing activities:
Proceeds from debt 14,158,000 31,567,000
Payments of debt (25,604,000) (14,163,000)
Sale of common stock 4,074,000 2,441,000
---------- ----------
Net cash provided (used) by financing
activities (7,372,000) 19,845,000
---------- ----------
Effect of exchange rate changes on cash (28,000) ---
---------- ----------
Net increase (decrease) in cash and
short-term cash investments 3,111,000 (2,647,000)
Cash and short-term cash investments at
beginning of period 2,721,000 3,469,000
---------- ----------
Cash and short-term cash investments at
end of period $ 5,832,000 822,000
========== ==========
Supplemental cash flow information:
Cash paid (received) during the period for:
Interest $ 2,700,000 1,351,000
Income taxes (778,000) 975,000
========== ==========
See accompanying condensed notes to consolidated financial statements.
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain note information has been omitted because it has not changed
significantly from that reflected in Notes 1 through 17 of the Notes to
Consolidated Financial Statements filed as a part of Item 14 of Registrant's
1997 Annual Report on Form 10-K as filed with the Securities and Exchange
Commission on June 30, 1997.
<PAGE>
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Included in other assets are unamortized conversion costs in the amount of
$22,150,000 and $18,137,000 at September 30, 1997 and March 31, 1997,
respectively. These costs, incurred in connection with the conversion phase
of outsourcing and facilities management contracts are deferred and
amortized over the life of the contract.
2. Long-term debt consists of the following:
September 30, March 31,
1997 1997
6.92% Senior notes due March 30, 2007, $ 30,000,000 30,000,000
payable in annual installments of
$4,286,000 commencing March 30, 2001;
interest is payable semi-annually
3.12% Convertible note, interest and 25,000,000 25,000,000
principal due April 30, 1999;
collateralized by letter of credit;
convertible at maturity into two million
shares of common stock
Unsecured revolving credit agreement 12,676,000 21,454,000
9.75% Senior notes due May 1, 2000, 6,429,000 8,571,000
payable in annual installments of
$2,143,000 each May 1; interest is
payable semi-annually
Note payable due in monthly installments 3,889,000 4,031,000
of principal and interest of $50,000 with
remaining balance due June 30, 2002;
collateralized by real estate; floating
interest rate
Other notes and capital lease obligations 1,677,000 1,987,000
payable ---------- ----------
Total long term debt 79,671,000 91,043,000
Less current installments 3,814,000 3,923,000
---------- ----------
Long-term debt, excluding current $ 75,857,000 87,120,000
installments ========== ==========
The floating rate note payable was previously due June 30, 1997, but has been
refinanced with the same lender. The interest rate is 2% above the Federal
Reserve discount rate with a maximum rate of 8.75%.
<PAGE>
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Earnings per share computations are based upon the weighted average number
of shares outstanding, including the dilutive effect of stock options and
warrants and the convertible debt issued for the purchase of Direct
Media/DMI, Inc. ("DMI"), all of which are considered common stock
equivalents. For purposes of calculating earnings per share, the interest
expense on the convertible note is eliminated. The calculation of earnings
per share for the periods presented is as follows:
For the six months ended September 30
1997 1996
Net earnings $13,678,000 10,508,000
Interest expense (net of tax effect) 222,000 222,000
---------- ----------
Adjusted net earnings $13,900,000 10,730,000
========== ==========
Earnings per share $ 0.23 0.18
========== ==========
Weighted average shares outstanding 59,454,000 58,796,000
========== ==========
4. Trade accounts receivable are presented net of allowances for doubtful
accounts, returns, and credits of $4,197,000 and $4,333,000 at September
30, 1997 and March 31, 1997, respectively.
5. Effective August 22, 1997, the Company sold certain assets of its Pro CD,
Inc. subsidiary ("Pro CD") to CD-ROM Technologies, Inc., a wholly-owned
subsidiary of American Business Information, Inc. (collectively "ABI"). ABI
acquired the retail and direct marketing operations of Pro CD, along with
compiled telephone book data, for aggregate cash proceeds of $18,000,000,
which includes consideration for a compiled telephone book data license.
The Company also entered into a data license agreement with ABI under which
the Company will pay ABI $8,000,000 over a two-year period, and a
technology license agreement under which ABI will pay the Company
$8,000,000 over a two-year period. In conjunction with the sale to ABI, the
Company also recorded certain valuation and contingency reserves. Included
in other income is the gain on disposal related to this transaction of
$855,000.
6. During the quarter ended September 30, 1997, the Company sold two parcels
of property which were formerly used by its Acxiom Mailing Services unit.
Aggregate cash proceeds were $2,274,000, resulting in a net gain of
$105,000 which is included in other income.
<PAGE>
7. Subsequent to September 30, 1997, the Company acquired 100% ownership of
MultiNational Concepts, Ltd. ("MultiNational") and Catalog Marketing
Services, Ltd. (d/b/a Shop the World by Mail), entities under common
control (collectively "STW"). Total consideration was $4,600,000 (net of
cash acquired) and other cash consideration based on the future performance
of STW. MultiNational, headquartered in Hoboken, New Jersey, is an
international mailing list and database maintenance provider for consumer
catalogers interested in developing foreign markets. Shop the World by
Mail, headquartered in Sarasota, Florida, provides cooperative customer
acquisition programs, and also produces an international catalog of
catalogs whereby end-customers in over 60 countries can order catalogs from
around the world.
Also subsequent to September 30, 1997, the Company acquired Buckley Dement,
L.P. and its affiliated company, KM Lists, Incorporated (collectively
"Buckley Dement"). Buckley Dement, headquartered in Skokie, Illinois,
provides list brokerage, list management, promotional mailing and
fulfillment, and merchandise order processing to pharmaceutical, health
care, and other commercial customers. Total consideration was approximately
$14,400,000 (net of cash acquired) and other cash consideration based on
the future performance of Buckley Dement.
Both acquisitions will be accounted for as purchases and their operating
results will be consolidated with the Company's results beginning October
1, 1997.
<PAGE>
Form 10-Q
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Consolidated revenue was a record $110.0 million for the quarter ended September
30, 1997, a 13% increase over the same quarter a year ago. For the six months
ended September 30, 1997, consolidated revenue was $210.3 million, an increase
of 10%.
Services Division revenue of $34.5 million increased 8% over the second quarter
in the prior year. Business units with strong growth for the quarter include the
High Tech, Publishing and Utilities business units, as well as the business
units serving Allstate, Citicorp, and IBM. This growth was offset by weaker
year-over-year performance by the Insurance and Telecommunications business
units. Revenue from the telecommunications industry, particularly the regional
bell operating companies, has not grown as much as the Company had previously
expected as the impact of deregulation under the Telecommunications Act of 1996
has not yet materialized. The Company's growth expectations for this sector have
been reduced from 25-30% to 10-15% for the fiscal year.
Alliances Division revenue of $34.0 million for the second quarter reflects a
15% increase from the prior year. However, adjusting for a reduction in
pass-through revenues recorded on the Trans Union Corporation ("Trans Union")
marketing services contract last year, revenue actually increased by 35%.
Financial services revenue more than doubled over the prior year reflecting
strong results, together with the sale of a client server in connection with a
data warehouse contract with a customer. Excluding the impact of the server
sale, financial services revenue grew 31% over the prior year.
Data Products Division revenue of $33.7 million increased 17% over the prior
year for the second quarter. DMI and DataQuick revenue increased 7% and 13%,
respectively, while Acxiom Data Group (formerly known as InfoBase) revenue
increased $4 million, including a license to ABI for the white pages phone file.
The ABI transaction is more fully described in note 5 of the Notes to
Consolidated Financial Statements. Pro CD revenue decreased $1.2 million from
the prior year reflecting the sale of the retail side of the business to ABI.
The International Division recorded revenue of $7.8 million for the quarter, a
10% increase over the prior year, including strong growth in the Procter and
Gamble account which more than offset data warehouse design and build fees
recorded in the year-earlier quarter for Brittania Building Society. The
International Division has a number of new business negotiations in progress
currently which should accelerate revenue in the second half of the fiscal year.
The preceding statement is a "forward-looking statement" for purposes of this
Form 10-Q and is qualified by the cautionary language that appears under the
heading "Forward-Looking Statements or Information."
<PAGE>
For the six months ended September 30, 1997, divisional revenues increased as
follows: Services Division, up 12%; Alliances Division, up 6% (21% after
adjusting for Trans Union pass-through revenues); Data Products Division, up
11%; and International Division, up 14%.
The Company's operating expenses for the quarter increased 13% compared to the
same quarter a year ago. For the six months ended September 30, 1997, operating
expenses increased 9%. Salaries and benefits increased $5.5 million or 16% over
the prior year's second quarter due to an increase in incentive pay provisions,
together with a 9% increase due to headcount increases and normal raises. For
the six months ended September 30, 1997, salaries and benefits increased 11%.
Computer, communications and other equipment costs were flat compared to the
second quarter in the prior year, due to the impact of the Trans Union marketing
services pass-through expenses no longer being recorded, which essentially
offset increased computer costs reflecting capital expenditures made to
accommodate business growth over the past year. Computer, communications and
other equipment costs increased 7% for the six months ended September 30, 1997.
Data costs increased 19% for the quarter and 14% for the six months principally
due to the increase in data volumes under the Allstate data management
agreement. Other operating expenses grew $1.9 million or 11% for the quarter,
reflecting cost of sales on the server sale noted above, which was partially
offset by lower operating costs for Pro CD due to the sale of the retail
business. Excluding those two items, other operating costs and expenses were up
slightly. For the six months ended September 30, 1997, other operating costs and
expenses were up only 2%, reflecting the reasons noted for the second quarter,
combined with a bad debt write-off in the prior year.
Income from operations as a percentage of revenue increased slightly from 12.7%
to 12.8% for the second quarter and from 11.3% to 11.6% for the six months.
Interest expense was higher in both the quarter and the six months due primarily
to higher average debt levels, combined with slightly higher interest rates.
Other income and expense reflects an $855,000 gain in the current quarter
resulting from the sale of ProCD's retail business versus a $1.0 million charge
in the prior year due to a write-off related to the sale of the Company's
lettershop facility. For the six months, other income and expense reflects
$566,000 income compared to expense of $2.8 million in the prior year
principally for the same reasons.
The Company's effective tax rate for the quarter and six months was 37.5%
compared to 38.5% for the year-earlier periods. For the full fiscal year ended
March 31, 1997, the effective rate was 37.5%. The Company expects the rate to
remain in the 37-39% range for the current fiscal year.
Net income and earnings per share increased 34% and 27%, respectively, over the
prior year's second quarter and 30% and 28%, respectively, over the prior six
months.
<PAGE>
Capital Resources and Liquidity
Working capital at September 30, 1997 was $39.7 million compared to $48.4
million at March 31, 1997. At September 30, 1997, the Company had available
credit lines of $64.0 million, of which $12.7 million was outstanding. The
floating rate note payable which has a balance as of September 30, 1997 of
$3,889,000 has been refinanced with the same lender and is now due June 30,
2002. This note had previously been due in full on June 30, 1997. The Company
has been allowed by the holders of the $25 million convertible note to reduce
the amount of the letter of credit which collateralizes the convertible note to
$12.5 million, which increases the Company's available credit line under the
revolving credit agreement from $50 million to $62.5 million. The Company has
also renewed its short-term unsecured credit agreement, in the amount of $1.5
million, which now expires July 31, 1998. The Company's debt-to-capital ratio
(capital defined as long-term debt plus stockholders' equity) was 30% on
September 30, 1997, compared with 36% on March 31, 1997. The decrease is due to
the reduction in the amount outstanding under the revolving credit agreement, as
well as other normal debt payments, and increases in stockholders' equity.
Cash provided by operating activities was $29.7 million for the six months ended
September 30, 1997, compared with cash provided by operating activities of $12.6
million in the previous year's first six months. Earnings before interest,
taxes, depreciation, and amortization ("EBITDA") increased by 32% compared to
the year-earlier period, while the resulting operating cash flow was increased
by changes in accounts receivable and other assets and liabilities which had
less of a negative effect on cash flow than in the prior year. In the current
year, $19.2 million was used by investing activities, including capital
expenditures of $24.5 million. This represents a decrease from the $33.3 million
of capital expenditures in the prior-year period, which included significant
capital expenditures for the Polk Company data center outsourcing contract. The
Company continues to expect capital expenditures for the full year to be in the
$40-50 million range. However, actual capital expenditures are somewhat
dependent on acquisition activities as well as capital requirements for new
business. The preceding statement is a "forward-looking statement" for purposes
of this Form 10-Q and is qualified by the cautionary language that appears under
the heading "Forward-Looking Statements or Information." Investing activities
also included $15.7 million received from the sale of assets, primarily
reflecting $13.0 million from the sale of assets of Pro CD which is more fully
discussed in note 5 to the Notes to Consolidated Financial Statements. Investing
activities also reflect the investment of $4.9 million by the Company in joint
ventures, including an investment of approximately $4.0 million in Bigfoot
International, Inc., an emerging company that provides services and tools for
Internet E-mail users. Financing activities used $7.4 million, primarily
reflecting net repayments of debt.
Subsequent to September 30, 1997, the Company acquired 100% ownership of
MultiNational Concepts, Ltd. and Catalog Marketing Services, Ltd. (d/b/a Shop
the World by Mail), entities under common control (collectively "STW"). Total
consideration was $4.6 million (net of cash acquired) and other cash
consideration based on the future performance of STW. Also subsequent to
September 30, 1997, the Company acquired Buckley Dement, L.P. and its affiliated
company, KM Lists, Incorporated (collectively "Buckley Dement"). Buckley Dement
<PAGE>
provides list brokerage, list management, promotional mailing and fulfillment,
and merchandise order processing to pharmaceutical, health care, and other
commercial customers. Total consideration was approximately $14,400,000 (net of
cash acquired) and other cash consideration based on the future performance of
Buckley Dement. For more information about the acquisitions see note 7 to the
Notes to Consolidated Financial Statements. The acquisitions will be accounted
for as purchases and their operating results will be consolidated with the
Company's results beginning with the third quarter.
While the Company does not have any material contractual commitments for capital
expenditures, additional investments in facilities and computer equipment
continue to be necessary to support the growth of the business. In addition, new
outsourcing or facilities management contracts frequently require substantial
up-front capital expenditures in order to acquire or replace existing assets.
Management believes that the combination of existing working capital,
anticipated funds to be generated from future operations and the Company's
available credit lines is sufficient to meet the Company's current operating
needs as well as to fund the anticipated levels of capital expenditures. If
additional funds are required, the Company would use existing credit lines to
generate cash, followed by either additional borrowings to be secured by the
Company's assets or the issuance of additional equity securities in either
public or private offerings. Management believes that the Company has
significant unused capacity to raise capital which could be used to support
future growth.
The Company, like most owners of computer software, is in the process of
assessing and modifying, where needed, its computer applications to ensure they
will function properly in the year 2000. The financial impact to the Company has
not been and is not expected to be material to its financial position or results
of operations in any given fiscal year.
The Financial Accounting Standards Board has issued statements No. 130,
"Reporting Comprehensive Income" and No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Both of these statements will be adopted by
the Company in fiscal 1999. Statement No. 130 requires that all components of
comprehensive income be reported in a financial statement displayed with the
same prominence as other financial statements, and requires the reporting of
total comprehensive income in that financial statement. Statement No. 131
requires public companies to report certain information about operating
segments. The Company expects to report segment information using the four
operating divisions into which it was organized effective April, 1997.
Forward-Looking Statements or Information
Certain statements in this Management's Discussion and Analysis may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements, which are not statements of
historical fact, may contain estimates, assumptions, projections and/or
expectations regarding the Company's financial position, results of operations,
market position, product development, regulatory matters, growth opportunities,
and other similar forecasts and statements of expectation. Such forward-looking
statements are not guarantees of future performance. They involve known and
unknown risks, uncertainties,
<PAGE>
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Representative examples of such factors are discussed in more detail
in the Company's Annual Report on Form 10-K and include, among other things, the
possible adoption of legislation or industry regulation concerning certain
aspects of the Company's business; the removal of data sources and/or marketing
lists from the Company; the ability of the Company to retain customers who are
not under long-term contracts with the Company; technology challenges; year 2000
compliance issues; the risk of damage to the Company's data centers or
interruptions in the Company's telecommunications links; acquisition
integration; the effects of postal rate increases; and other market factors. See
"Additional Information Regarding Forward-looking Statements" in the Company's
Annual Report on Form 10-K filed June 30, 1997.
<PAGE>
Form 10-Q
ACXIOM CORPORATION
PART II - OTHER INFORMATION
Item 5. Other Information
On November 7, 1997, a divorce decree was finalized between Charles D.
Morgan, Company Leader, and his former wife. Pursuant to a settlement
agreement between the parties, Mr. Morgan has agreed to immediately
transfer 1,825,000 shares of Acxiom common stock, $.10 par value, to his
former wife. This transfer, when combined with a previous transfer of
500,000 shares in July, 1996, will result in a reduction of Mr. Morgan's
beneficial ownership in the Company's common stock from approximately
12% to approximately 8%.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K.
None
<PAGE>
Form 10-Q
ACXIOM CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Acxiom Corporation
Dated: November 10, 1997
By: /s/ Robert S. Bloom
-----------------------------------
(Signature)
Robert S. Bloom
Chief Financial Officer
(Chief Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibits to Form 10-Q
Exhibit Number Exhibit
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 5,832
<SECURITIES> 0
<RECEIVABLES> 72,562
<ALLOWANCES> 4,197
<INVENTORY> 0
<CURRENT-ASSETS> 89,075
<PP&E> 207,866
<DEPRECIATION> 89,845
<TOTAL-ASSETS> 320,539
<CURRENT-LIABILITIES> 49,380
<BONDS> 75,857
0
0
<COMMON> 5,315
<OTHER-SE> 168,268
<TOTAL-LIABILITY-AND-EQUITY> 320,539
<SALES> 0
<TOTAL-REVENUES> 210,293
<CGS> 0
<TOTAL-COSTS> 185,970
<OTHER-EXPENSES> (566)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,004
<INCOME-PRETAX> 21,885
<INCOME-TAX> 8,207
<INCOME-CONTINUING> 13,678
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,678
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
