LiveRamp - 10-Q quarterly report FY2011 Q3

ACXIOM CORPORATION AND SUBSIDIARIES

INDEX

REPORT ON FORM 10-Q

December 31, 2010

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

ACXIOM CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)

ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY AND COMPREHENSIVE INCOME

NINE MONTHS ENDED DECEMBER 31, 2010

(Unaudited)

(Dollars in thousands)

ACXIOM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Dollars in thousands)

ACXIOM CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.           BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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 19 of the Notes to Consolidated Financial Statements filed as part of Item 8 of th e Registrant’s annual report on Form 10-K for the fiscal year ended March 31, 2010 (“2010 Annual Report”), as filed with the Commission on May 26, 2010.  This report and the accompanying condensed consolidated financial statements should be read in connection with the 2010 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, 2011.

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 their interpretation.  A discussion of the Compan y’s significant accounting principles and their application 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 2010 Annual Report.

The FASB’s Emerging Issues Task Force has issued new accounting guidance for revenue arrangements with multiple deliverables.  Under previous accounting guidance, one of the requirements for recognition of revenue for a delivered item under a multiple element arrangement was that there must be objective and verifiable evidence of the standalone selling price of the undelivered item.  The new guidance eliminates that requirement and requires an entity to estimate the selling price of each element in the arrangement.  In addition, absent specific software revenue guidance, the residual method of allocating arrangement consideration is no longer permitted.  Under the new guidance, a multiple-deliverable arrangement is separated into more than one unit of accounting if the delivered items have val ue to the client on a stand-alone basis and, if the arrangement includes a general right of return related to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.  If these criteria are not met, the arrangement is accounted for as one unit of accounting, which would result in revenue being recognized ratably over the contract term or being deferred until the earlier of when those criteria are met or when the last undelivered item is delivered.  If the arrangement is separated into multiple units of accounting, the arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price.

The relative selling price for each unit of accounting in a multiple-element arrangement is established using vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if available, or management’s best estimate of stand-alone selling price (BESP).  In most cases, the Company has neither VSOE nor TPE and therefore uses BESP.  The objective of BESP is to determine the price at which the company would transact a sale if the product or service were sold on a stand-alone basis.  Management’s BESP is determined by considering multiple factors, primarily including actual contractual selling prices when the item is sold on a stand-alone basis, as well as market conditions, competition, internal costs, profit objectives and pricing practices.  The amount of revenue rec ognized for a delivered element is limited to an amount that is not contingent upon future delivery of additional products or services.  As pricing and marketing strategies evolve, we may modify our pricing practices in the future, which could result in changes to BESP, or to the development of VSOE or TPE for individual products or services.  As a result, future revenue recognition for multiple-element arrangements could differ from recognition in the current period.  Our relative selling prices are analyzed on an annual basis, or more frequently if we experience significant changes in selling prices.

As allowed, the Company has elected to early-adopt the provisions of the guidance as of April 1, 2010 on a prospective basis for new arrangements entered into or materially modified on or after that date.  The impact of the new accounting standard is not expected to be material going forward, nor would it have had a material impact if it had been applied to the previous fiscal year.  There was also no material impact from implementation of the guidance in the quarter or the nine months ended December 31, 2010.

The FASB has also issued guidance which amended the scope of existing software revenue recognition guidance.  Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of software revenue guidance and are accounted for based on other applicable revenue recognition guidance.  In addition, the amendments require that hardware components of a tangible product containing software components are always excluded from the software revenue guidance.  This guidance must be adopted in the same period that the Company adopts the amended guidance for arrangements with multiple deliverables.  Therefore, the Company elected to early-adopt this guidance as of April 1, 2010 on a p rospective basis for all new or materially modified arrangements entered into on or after that date.  The adoption of this guidance did not have a material impact on the consolidated financial statements.

The following paragraphs restate the Company’s revenue recognition accounting policy after implementation of the accounting change.

The Company provides database management and IT management services under long-term arrangements.  These arrangements may require the Company to perform setup activities such as the design and build of a database for the customer under the database management contracts and migration of the customer’s IT environment under IT management contracts.  In the case of database management contracts, the customer does not acquire any ownership rights to the Company’s intellectual property used in the database and the database itself provides no benefit to the customer outside of the utilization of the system during the term of the database management arrangement.  In some cases, the arrangements also contain provisions requiring customer acceptance of the setup activities prior to commencement of the ongoi ng services arrangement.  Up-front fees billed during the setup phase for these arrangements are deferred and setup costs that are direct and incremental to the contract are capitalized and amortized on a straight-line basis over the service term of the contract.  Revenue recognition does not begin until after customer acceptance in cases where contracts contain acceptance provisions.  Once the setup phase is complete and customer acceptance occurs, the Company recognizes revenue over the remaining service term of the contract.  In situations where the arrangement does not require customer acceptance before the Company begins providing services, revenue is recognized over the contract period and no costs are deferred. The Company accounts for all elements under its database management and IT management arrangements as a single unit, since the initial setup activities performed under the arrangements do not have stand-alone value to the client.

Sales of third-party software, hardware and certain other equipment are recognized when delivered.  If such sales are part of a multiple-element arrangement, they are recognized as a separate element unless collection of the sales price is dependent upon delivery of other products or services.  Additionally, the Company evaluates revenue from the sale of data, software, hardware and equipment in accordance with accounting standards to determine whether such revenue should be recognized on a gross or a net basis.  All of the factors in the accounting standards are considered with the primary factor being whether the Company is the primary obligor in the arrangement.  “Out-of-pocket” expenses incurred by, and reimbursed to, the Company in connection with customer contracts are recorded as gross revenue.

The Company evaluates its database management and IT management arrangements to determine whether the arrangement contains a lease.  If the arrangement is determined to contain a lease, applicable accounting standards require the Company to account for the lease component separately from the remaining components of the arrangement.  In cases where database management or IT management arrangements are determined to include a lease, the lease is evaluated to determine whether it is a capital lease or operating lease and accounted for accordingly.  These lease revenues are not significant to the Company’s consolidated financial statements.

Revenues from the licensing of data are recognized upon delivery of the data to the customer in circumstances where no update or other obligations exist.  Revenue from the licensing of data in which the Company is obligated to provide future updates on a monthly, quarterly or annual basis is recognized on a straight-line basis over the license term.  Revenue from the licensing of data to the customer in circumstances where the license agreement contains a volume cap is recognized in proportion to the total records to be delivered under the arrangement.  Revenue from the sale of data on a per-record basis is recognized as the records are delivered.

All taxes assessed on revenue-producing transactions described above are presented on a net basis, or excluded from revenues.

The Company also performs services on a project basis outside of, or in addition to, the scope of long-term arrangements.  The Company recognizes revenue from these services as the services are performed.

The Company does not provide end-users with price-protection or rights of return.  The Company’s contracts provide a warranty that the services or products will meet the agreed-upon criteria or any necessary modifications will be made.  The Company ensures that services or products delivered meet the agreed-upon criteria prior to recognition of revenue.

2.           EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY:

A reconciliation of the numerator and denominator of basic and diluted earnings per share is shown below (in thousands, except per share amounts):

As of December 31, 2010, the Company had options and warrants outstanding providing for the purchase of approximately 11.3 million shares of common stock together with restricted stock units relating to 2.2 million shares of stock.  Options, warrants and restricted stock units that were outstanding during the periods presented, but were not included in the computation of diluted earnings per share because the effect was antidilutive are shown below (in thousands, except per share amounts):

3.           SHARE-BASED COMPENSATION:

The Company has stock option and equity compensation plans for which a total of 37.7 million shares of the Company’s common stock have been reserved for issuance since inception of the plans.  These plans provide that the exercise prices of qualified options will be at or above the fair market value of the common stock at the time of the grant.  Board policy has required that nonqualified options be priced at or above the fair market value of the common stock at the time of grant.  At December 31, 2010, there were a total of 4.9 million shares available for future grants under the plans.

The Company granted 254,133 stock options in the nine months ended December 31, 2010.  The per-share weighted-average fair value of the stock options granted during the nine months ended December 31, 2010 was $7.54.  This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0%; risk-free interest rate of 3.4%; expected option life of 5.6 years; expected volatility of 52% and a suboptimal exercise multiple of 1.9.

Option activity for the nine months ended December 31, 2010 was as follows:

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Acxiom’s closing stock price on the last trading day of its third quarter of fiscal 2011 and the exercise price for each in-the-money option) that would have been received by the option holders had vested option holders exercised their options on December 31, 2010.  This amount changes based upon changes in the fair market value of Acxiom’s stock.

Following is a summary of stock options outstanding and exercisable as of December 31, 2010:

Total expense related to stock options for the nine months ended December 31, 2010 and 2009 was approximately $2.1 million and $1.8 million respectively.  Future expense for these options is expected to be approximately $4.5 million over the next four years.

Non-vested restricted stock unit activity for the period ending December 31, 2010 was as follows:

During the nine months ended December 31, 2010, the Company granted restricted stock units covering 731,519 shares of common stock with a value at the date of grant of $14.1 million.  Of the restricted stock units granted in the current period, 467,641 vest in equal annual increments over four years and 72,088 vest in one year.  The remaining 191,790 vest subject to attainment of performance criteria established by the compensation committee of the board of directors.  Each recipient of the performance units may vest in a number of shares from zero to 200% of their award, based on the total shareholder return of Acxiom stock compared to total shareholder return of a group of peer companies established by the committee for the period from April 1, 2010 to March 29, 2013.  The value of the performance units is determined using a Monte Carlo simulation model.  Valuation of all other restricted stock units is equal to the quoted market price for the shares on the date of grant.  The expense related to restricted stock in the nine months ended December 31, 2010 was $7.8 million.  The expense related to restricted stock in the nine months ended December 31, 2009 was $5.8 million.  Future expense for restricted stock units is expected to be approximately $21.3 million over the next four years.

4.           ACQUISITIONS:

On July 1, 2010, the Company completed the acquisition of a 70% interest in GoDigital Tecnologia E Participacoes, Ltda. (“GoDigital”), a Brazilian marketing services business.  The Company paid $10.9 million, net of cash acquired, and not including amounts, if any, to be paid under an earnout agreement in which the Company may pay up to an additional $9.3 million based on the results of the acquired business over approximately the next two years.  The acquired business has annual revenue of approximately $8 million.  The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of the acquisition is not material.  The results of operations for GoDigital are included in the Company’s consolidated results beginning July 1, 2010.

The value of the earnout was originally estimated at $3.6 million.  During the current fiscal period, the Company has estimated the value of the earnout to have decreased by $0.4 million and has recorded the adjustment in gains, losses and other items, net on the consolidated statement of operations.  The value of the earnout liability will continue to be adjusted to its estimated value until the completion of the earnout period.

On April 1, 2010, the Company acquired 100% of the outstanding shares of a digital marketing business (“XYZ”) operating in Australia and New Zealand.  The acquisition gives the Company additional market opportunities in this region.  The Company paid $1.8 million in cash, net of cash acquired, and not including amounts, if any, to be paid under an earnout agreement in which the Company may pay up to an additional $0.6 million if the acquired business achieves a revenue target over the next two years.  The value of the earnout is estimated at $0.5 million.  The acquired business has annual revenue of less than $2 million.  The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material.  The results of operation for the acquisition are included in the Company’s consolidated results beginning April 1, 2010.

The following table shows the allocation of the purchase price for the above acquisitions to assets acquired and liabilities assumed (dollars in thousands):

The purchase price allocation for GoDigital is provisional, pending completion of an analysis to determine the tax basis of certain assets and liabilities.  The Company expects to complete the analysis during the current fiscal year.  Any adjustments required to establish deferred tax assets or liabilities will result in adjustment to goodwill.

5.           OTHER CURRENT AND NONCURRENT ASSETS:

Other current assets consist of the following (dollars in thousands):

Other noncurrent assets consist of the following (dollars in thousands):

The acquired intangible assets noted above represent customer relationship intangibles acquired through purchase acquisitions, net of accumulated amortization.

6.           GOODWILL:

Goodwill represents the excess of acquisition costs over the fair values of net assets acquired in business combinations.  Goodwill is reviewed at least annually for impairment under a two-part test.  Impairment exists to the extent that the reporting unit’s recorded goodwill exceeds the residual fair value assigned to goodwill.  Any impairment that results from the completion of the two-part test is recorded as a charge to operations during the period in which the impairment test is completed.  Completion of the Company’s most recent annual impairment test during the quarter ended June 30, 2010 indicated that no impairment of its goodwill balances existed as of April 1, 2010.

The carrying amount of goodwill, by business segment, for the nine months ended December 31, 2010 is presented in the following table.

7.           LONG-TERM DEBT:

Long-term debt consists of the following (dollars in thousands):

The Company’s amended and restated credit agreement provides for (1) term loans up to an aggregate principal amount of $600 million and (2) revolving credit facility borrowings consisting of revolving loans, letter of credit participations and swing-line loans up to an aggregate amount of $200 million.

In November 2009, the Company entered into an amendment to its term loan credit facility (the “Amendment”).  Under the terms of the Amendment, certain of the lenders agreed to extend the maturity date of the existing term loan, becoming Tranche 2 Term Lenders.  Lenders who did not agree to extend the maturity date became Tranche 1 Term Lenders.  Certain lenders also agreed to extend the maturity date of the existing revolving loan commitment, becoming Tranche 2 Revolving Lenders.  Lenders who did not agree to extend the maturity date of the revolving loan commitment became Tranche 1 Revolving Lenders.  Of the $369 million balance of the term loan as of December 31, 2010, all of the balance is held by Tranche 2 Term Lenders.  The remaining Tranche 1 term loan balance w as prepaid in full during the current quarter.  Of the $200 million revolving loan commitment, $80 million is held by Tranche 1 Revolving Lenders and $120 million is held by Tranche 2 Revolving Lenders.

Tranche 2 of the term loan is payable in quarterly installments of approximately $1.5 million each, through December 31, 2014, with a final payment of approximately $345.0 million due March 15, 2015.  The Tranche 1 revolving loan commitment expires September 15, 2011 and the Tranche 2 revolving loan commitment expires March 15, 2014.

Revolving credit facility borrowings bear interest at LIBOR plus a credit spread, or at an alternative base rate or at the Federal Funds rate plus a credit spread, depending on the type of borrowing.  The LIBOR credit spread is 1.5% for Tranche 1 and 2.75% for Tranche 2.  There were no revolving credit borrowings outstanding at December 31, 2010 or March 31, 2010.  In addition, there have been no revolving credit borrowings during any of the periods being reported.  Term loan borrowings bear interest at LIBOR plus a credit spread which is 1.75% for Tranche 1, and 3.00% for Tranche 2.  The weighted-average interest rate on term loan borrowings at December 31, 2010 was 4.1%.  Outstanding letters of credit at December 31, 2010 were $0.5 million.

The term loan allows prepayments before maturity.  The credit agreement is secured by the accounts receivable of Acxiom and its domestic subsidiaries, as well as by the outstanding stock of certain Acxiom subsidiaries.

Under the terms of certain of the above borrowings, the Company is required to maintain certain debt-to-cash flow and debt service coverage ratios, among other restrictions.  At December 31, 2010, the Company was in compliance with these covenants and restrictions.  In addition, if certain financial ratios and other conditions are not satisfied, the revolving credit facility limits the Company’s ability to pay dividends in excess of $30 million in any fiscal year (plus additional amounts in certain circumstances).

In fiscal 2009, the Company entered into an interest rate swap agreement.  The agreement provides for the Company to pay interest through July 25, 2011 at a fixed rate of 3.25% plus the applicable credit spread on $95.0 million notional amount while receiving interest for the same period at the LIBOR rate on the same notional amount.  The LIBOR rate as of December 31, 2010 was 0.3%.  The swap was entered into as a cash flow hedge against LIBOR interest rate movements on the term loan.  The Company assesses the effectiveness of the hedge based on the hypothetical derivative method.  There was no ineffectiveness for the period ended December 31, 2010.  Under the hypothetical derivative method, the cumulative change in fair value of the actual swap is compared to the cumulative chan ge in fair value of the hypothetical swap, which has terms that identically match the critical terms of the hedged transaction.  Thus, the hypothetical swap is presumed to perfectly offset the hedged cash flows.  The change in the fair value of the hypothetical swap will then be regarded as a proxy for the present value of the cumulative change in the expected future cash flows from the hedged transactions.  All of the fair values are derived from an interest-rate futures model.  As of December 31, 2010, the hedge relationship qualified as an effective hedge under applicable accounting standards.  Consequently, all changes in fair value of the derivative are deferred and recorded in other comprehensive income (loss) until the related forecasted transaction is recognized in the consolidated statement of operations.  The fair market value of the derivative was zero at inception and an unrealized loss of $1.6 million since inception is recorded in othe r comprehensive income (loss) with the offset recorded to other noncurrent liabilities.  The fair value of the interest rate swap agreement recorded in accumulated other comprehensive income (loss) may be recognized in the statement of operations if certain terms of the floating-rate debt change, if the floating-rate debt is extinguished or if the interest rate swap agreement is terminated prior to maturity.  The Company has assessed the creditworthiness of the counterparty of the swap and concludes that no substantial risk of default exists as of December 31, 2010.

8.           ALLOWANCE FOR DOUBTFUL ACCOUNTS:

Trade accounts receivable are presented net of allowances for doubtful accounts, returns and credits of $6.1 million at December 31, 2010 and $6.3 million at March 31, 2010.

9.           SEGMENT INFORMATION:

The Company reports segment information consistent with the way management internally disaggregates its operations to assess performance and to allocate resources.  The Information Services segment includes the Company’s global lines of business for Customer Data Integration (CDI), Multichannel Marketing Services, Infrastructure Management Services and Consulting Services.  The Information Products segment is comprised of the Company’s global Consumer Insights and Risk Mitigation Products lines of business and the U.S. Background Screening Products line of business.  The Company’s calculation of segment operating income allocates all corporate expenses, excluding those reported as gains, losses and other items, to the segments.

The following tables present information by business segment (dollars in thousands):

10.           RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:

The Company records costs associated with employee terminations and other exit activity in accordance with applicable accounting standards when those costs become probable and are reasonably estimable.  The following table summarizes the restructuring activity for the nine months ended December 31, 2010 (dollars in thousands):

The above balances are included in accrued expense on the consolidated balance sheet.

In fiscal 2009, the Company recorded a total of $42.3 million in restructuring charges and adjustments included in gains, losses and other items in the consolidated statement of operations.  The expense includes severance and other associate-related payments of $12.4 million, lease accruals of $3.2 million, asset disposal and write-offs of $26.5 million and adjustments to the fiscal 2008 restructuring plan of $0.2 million.  Included in the asset disposal was a $24.6 million loss incurred as a result of the Company terminating a software contract.

The associate-related payments of $12.4 million relate to the termination of associates in the United States and Europe.  Of the amount accrued, $0.1 million remained accrued as of December 31, 2010.  These costs are expected to be paid out in fiscal 2011.

The lease accruals of $3.2 million were evaluated under the accounting standards which govern exit costs.  These accounting standards require the Company to make an accrual for the liability for lease costs that will continue to be incurred without economic benefit to the Company upon the date that the Company ceases using the leased property.  On or before March 31, 2009, the Company ceased using certain leased office facilities.  The Company attempts to sublease those facilities to the extent possible.  The Company established a liability for the fair value of the remaining lease payments, partially offset by the estimated sublease payments to be received over the course of those leases.  The fair value of these liabilities is based on a net present value model using a credit-adjusted ri sk-free rate.  These liabilities will be paid out over the remainder of the leased properties’ terms, of which the longest continues through November 2012.  Actual sublease terms may differ from the estimates originally made by the Company.  Any future changes in the estimates or in the actual sublease income could require future adjustments to the liability for these leases, which would impact net income in the period the adjustment is recorded.  The remaining amount accrued at December 31, 2010 is $1.3 million.

In fiscal 2008, the Company recorded a total of $75.1 million in restructuring charges and adjustments included in gains, losses and other items in the consolidated statement of operations.  The expense includes severance and other associate-related payments of $19.3 million, lease accruals of $19.0 million, contract accruals of $6.7 million, asset disposal and write-offs of $29.6 million, and other related costs of $0.5 million.

The associate-related payments of $19.3 million relate to associates in the United States and Europe who either have been terminated or are to be terminated.  Of the $19.3 million accrued, $0.2 million remained accrued as of December 31, 2010.  These costs are expected to be paid out in fiscal 2011.

The lease accruals of $19.0 million were evaluated under the accounting standard which governs exit costs.  The remaining amount accrued at December 31, 2010 is $8.4 million.  These liabilities will be paid out over the remainder of the leased properties’ terms, of which the longest continues through November 2021.  Due to a recently entered sublease, the lease accrual was reduced $1.3 million in the current fiscal year.

The contract accruals of $6.7 million were evaluated under accounting standards which govern exit costs, which require that a liability to terminate a contract before the end of its term be recognized when the contract is terminated in accordance with its terms.  Prior to March 31, 2008, the Company gave notice under certain service contracts to the other parties which caused the Company to incur termination payments under those contracts.  All of these amounts have been paid.

Gains, Losses and Other Items

Gains, losses and other items for each of the periods presented are as follows (dollars in thousands):

11.           COMMITMENTS AND CONTINGENCIES:

Richard Fresco, et al. v. R.L. Polk and Company and Acxiom Corporation, (U.S. Dist. Court, S.D. Florida, 07-60695) formerly, Linda Brooks and Richard Fresco v. Auto Data Direct, Inc., et al., (U.S. Dist. Court, S.D. Florida, 03-61063) is a putative class action lawsuit, removed to federal court in May 2003, filed against Acxiom and several other information providers.  The plaintiffs allege that the defendants obtained and used drivers’ license data in violation of the federal Drivers Privacy Protection Act.  Among other things, the plaintiffs sought injunctive relief, statutory damages, and attorneys’ fees.  Acxiom has agreed to settle the case and the court approved the settlement on July 27, 2010.  The settlement became effective January 18, 2011. Acxiom accrued $5.0 million for the s ettlement and ancillary costs to obtain final approval and previously paid $2.5 million of this amount into an escrow fund established for the settlement, and paid approximately $0.4 million in ancillary costs.  The remaining accrual of $2.1 million was reversed in the quarter ended December 31, 2010, in gains, losses and other items, net.  Two companion cases, Sharon Taylor, et al., v. Acxiom, et al., (U.S. District Court, E.D. Texas, 207CV001) and Sharon Taylor, et al. v. Biometric Access Company, et al., (U.S. District Court, E.D. Texas, 2:07-CV-00018), were filed in January 2007.  Both Taylor cases were dismissed by the District Court and the dismissal was upheld on appeal on July 14, 2010.  The Plaintiffs sought review by the U.S. Supreme Court, which declined to consider the matter on January 10, 2011, bringing both to final resolution.

The Company is involved in a number of actions with the Data Protection Authority of Spain, involving alleged improper usage of individuals’ data.  The Company maintains that the Company’s usage of data has been in compliance with the applicable law.  However, upon advice of counsel and after review of the pending claims, the Company accrued $3.9 million as part of the cost of closure of the Spain office.  During the year ended March 31, 2008, the Company reversed $2.4 million of the accrual as some of the claims had been settled for less than the Company originally accrued.  As of December 31, 2010 the Company has a remaining accrual for this matter of $0.5 million.

The Company is involved in various other claims and legal actions in the ordinary course of business.  In the opinion of management, the ultimate disposition of all of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company leases or licenses data processing equipment, software, office furniture and equipment, land and office space under noncancellable operating leases or licenses.  The Company has a future commitment for lease or license payments over the next 30 years of $145.4 million.

In connection with a certain building, the Company has entered into a 50/50 joint venture with a local real estate developer.  The Company is guaranteeing a portion of the loan for the building.  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 these guarantees.  Substantially all of the third-party indebtedness is collateralized by various pieces of real property.  At December 31, 2010 the Company’s maximum potential future payments under these guarantees of third-party indebtedn ess were $1.4 million.

12.           INCOME TAX

In determining the quarterly provision for income taxes, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year. The anticipated effective tax rate for fiscal 2011 is approximately 40% to 41%, before consideration of the adjustment noted below.

 

At December 31, 2010, the Company had $2.9 million in gross unrecognized tax benefits, which is included in other liabilities on the balance sheet. This entire amount, if recognized, would impact the effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits, and included in the amount above, is $0.4 million. During the quarter ended December 31, 2010, the Company recognized approximately $3.5 million of previously unrecognized tax benefits related to certain tax credits due to the expiration of the related statute of limitations.  The effect was to reduce tax expense for both the quarter and nine months ended December 31, 2010.

13.           FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Cash and cash equivalents, trade receivables, unbilled and notes receivable, short-term borrowings and trade payables - The carrying amount approximates fair value because of the short maturity of these instruments.

Long-term debt - The interest rate on the term loan and revolving credit agreement is adjusted for changes in market rates and therefore the carrying value of these loans approximates fair value.  The estimated fair value of other long-term debt was determined based upon the present value of the expected cash flows considering expected maturities and using interest rates currently available to the Company for long-term borrowings with similar terms.  At December 31, 2010, the estimated fair value of long-term debt approximates its carrying value.

Derivative instruments included in other liabilities - The carrying value is adjusted to fair value through other comprehensive income (loss) at each balance sheet date.  The fair value is determined from an interest-rate futures model.

Under applicable accounting standards financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company assigned assets and liabilities to the hierarchy in the accounting standards, which is Level 1 - quoted prices in active markets for identical assets or liabilities, Level 2 - significant other observable inputs and Level 3 - significant unobservable inputs.

The following table presents the balances of assets and liabilities measured at fair value as of December 31, 2010 (dollars in thousands):

PART I.  FINANCIAL INFORMATION

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Acxiom is a recognized leader in marketing services and technology that enable marketers to successfully manage audiences, personalize consumer experiences and create profitable customer relationships.  Our superior industry-focused, consultative approach combines consumer data and analytics, databases, data integration and consulting solutions for personalized, multichannel marketing strategies.  Acxiom leverages over 40 years of experience of data management to deliver high-performance, highly secure, reliable information management services.  Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, USA and serves clients around the world from locations in the United States, Europe, South America, Asia-Pacific and the Middle East.

As the Company completes the third quarter of fiscal 2011 the macro economic situation continues to be a challenge for management although there are signs of improvement.  The Company has experienced revenue growth since the low point in the first quarter of fiscal 2010 and expects continued revenue recovery in the near term.  During fiscal 2010, the Company focused on several initiatives to drive operating efficiency in information technology and client delivery functions.  Management expects these efficiencies to continue to provide opportunity for margin expansion as revenue recovers.

Highlights of the quarter ended December 31, 2010 are identified below.

The highlights above are intended to identify to the reader some of the more significant events and transactions of the Company during the quarter ended December 31, 2010.  However, these highlights are not intended to be a full discussion of the Company’s results for the quarter or for the nine-month period.  These highlights should be read in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company’s consolidated financial statements and footnotes accompanying this report.

A summary of selected financial information for each of the periods reported is presented below (dollars in millions, except per share amounts):

Total revenue increased $15.3 million, or 5.4% to $299.1 million for the three months ended December 31, 2010 from $283.8 million for the comparable period in fiscal year 2010.  For the nine months ended December 31, 2010, total revenue was $861.2 million which was a $50.3 million, or 6.2% increase from the same period last year.

Services revenue for the quarter ended December 31, 2010 was $232.8 million, representing a $14.5 million increase or 6.6% increase from the same quarter a year ago.  Excluding unfavorable exchange rate movements and acquisition-related revenue, Services revenue increased 4.6%.  On a geographic basis, International services increased $6.5 million, or 30.0%, while US services increased $8.0 million, or 4.1%.  International services included $4.0 million of incremental revenue related to the MENA and Acxiom Brazil acquisitions.  Excluding unfavorable exchange rate movements and acquisition-related revenue, International services increased approximately $2.8 million in the quarter which represents greater than 10% growth.  Australia and China services volume growth accounted for most of this growth.  Europe services were negatively impacted by the loss of a couple of large services contracts in Europe during the last fiscal year, however growth from the UK 2Touch operation mitigated these reductions.  US growth reflects new IT Services contracts signed over the last year.  By line of business, growth was most notable in Consulting of $1.6 million or 16.9%, Multi-channel Marketing Services of $7.2 million or 8.3%, and Infrastructure Management of $4.7 million or 6.2%.  CDI Services were negatively impacted by contract losses in Europe and the US, and declined $5.4 million or 13.9%.

Services revenue for the nine months ended December 31, 2010 was $669.0 million.  This represents a $41.2 million increase, or 6.6% over the prior year same period.  On a geographic basis, International services increased $5.6 million, or 8.7%, while US services increased $35.6 million, or 6.3%.  International services growth included $8.1 million of incremental revenue related to the MENA and Acxiom Brazil acquisitions.  Excluding unfavorable exchange rate movements and acquisition-related revenue, International services decreased approximately $1.0 million.  International services were negatively impacted by the loss of a couple of large services contracts in Europe during the last fiscal year.  Strong results in Australia and China mitigated the declines in Europe.   New IT Services contracts signed over the last year contributed to the US growth.  Of the $33.1 million of organic Services growth, $25.3 million was related to Infrastructure Management.  By line of business, revenue increases in Multi-channel Marketing Services of $7.0 million or 2.7%, Consulting of $5.6 million or 21.7%, and Infrastructure Management of $25.3 million or 12.4% were offset by a decrease in CDI Services of $7.8 million or 6.7%.  CDI Services were negatively impacted by the contract losses in Europe and the US.

Products revenue for the quarter ended December 31, 2010 was $66.3 million, representing a $0.8 million or 1.3% increase from the same quarter a year ago.  International products revenue decreased $1.5 million or 7.4% during the quarter.  Excluding unfavorable exchange rate movements, International products revenue declined slightly.  In the US, product revenue increased $2.3 million, or 5.0%.  Due to increasing hiring trends, Background screening revenue increased 35% in the quarter.  Other US product revenue was down slightly.  Consumer Insight revenue was impacted by a lost contract and a decline in project revenue from a few large customers.

Products revenue for the nine months ended December 31, 2010 was $192.2 million, which represents a $9.1 million increase, or 5.0%, compared to the same period last year.  International products revenue decreased $4.0 million or 8.0% during the period.  Unfavorable exchange rate movements accounted for $2.7 million of the decrease.  In the US, product revenue increased $13.1 million, or 9.9%.  Background screening revenue was up 29% for the period.  Consumer Insights revenue grew approximately 6% in the period due to higher project activity in the Insurance and Manufacturing and Distribution US markets.

The following table presents the Company’s operating costs and expenses for each of the periods presented (dollars in millions):

Cost of services revenue during the current quarter of $178.6 million represents an increase of $15.4 million, or 9.4%, compared to the same quarter a year ago.  Gross margin for services revenue decreased from 25.3% to 23.3% for the quarter.  Margin was impacted by higher migration costs on a large Infrastructure Management contract.  Cost of services revenue for the nine months ended December 31, 2010 of $518.9 million represents an increase of $30.3 million, or 6.2% compared to the same period a year ago.  Gross margin for services revenue increased from 22.2% to 22.4% for the period.  Margins for services are increasing as revenue has stabilized and IT and Delivery function efficiencies are realized.  Margin improvement for these periods, however, has been impacted by higher- than-expected costs during the migration phase of a large Infrastructure Management contract.  The year-to-date impact was approximately $10.0 million.  This contract migration is now completed.  Margins for services for these periods were also negatively impacted by the lost contracts in Europe and low gross margins on recently acquired operations.

Cost of products revenue during the current quarter of $48.2 million represents an increase of $1.5 million, or 3.3%, compared to the same quarter a year ago.  Products revenue gross margins decreased to 27.2% from 28.6% a year ago due to declining margins on Consumer Insight Products.   Cost of products revenue for the nine months ended December 31, 2010 of $142.4 million represents an increase of $3.6 million, or 2.6% compared to the same period a year ago.  Products revenue gross margins increased for the nine-month period to 25.9% from 24.2% a year ago.   As with margins for services revenues, margins for products revenues are increasing as revenue has stabilized and IT and delivery function efficiencies are realized.  Additionally, margins have improved due to the fixed-cost nature of certain product costs of revenue.

Selling, general, and administrative expenses were $41.3 million for the quarter ended December 31, 2010.  This represents a 4.9% decrease compared to $43.5 million reported in the prior year same quarter.  As a percent of total revenue, these expenses were 13.8% compared to 15.3% a year ago.  The prior year quarter was negatively impacted by health insurance expense which was $2.9 million higher than the current year.  Europe costs are approximately $1.0 million lower than prior year due to cost reductions on lower revenues.  Some components of selling, general and administration expense, such as sales commissions, are more variable than others and fluctuate as revenue and sales activity moves.  US commissions were lower than prior year due to the timing of sales transactions. 160; Selling, general, and administrative expenses were $119.5 million for the nine months ended December 31, 2010 which is flat when compared to the prior-year period.  As a percent of total revenue, selling, general, and administrative expenses were 13.9% this year compared to 14.7% last year.  Europe costs are approximately $1.7 million lower than prior year due to cost reductions on lower revenues.

Gains, losses and other items was a $3.6 million benefit during both the current quarter and the nine-month period ended December 31, 2010.  These non-recurring gains include adjustments to previously recorded lease reserves of $1.4 million and litigation reserves of $2.1 million and adjustment to an earnout accrual of $0.4 million offset by other restructuring accruals of $0.3 million.  The prior-year balance, on a quarter and year-to-date basis, of gains, losses and other items represents the adjustment of restructuring accruals established in prior periods.

Interest expense for the quarter ended December 31, 2010 was $6.0 million compared to $5.7 million a year ago.  During the quarter ended December 31, 2009 the Company amended its credit agreement to extend the maturity date on $375 million of the term loan by an additional 2.5 years, and to extend $120 million of the revolving credit agreement for an additional 2.5 years.  The $75 million of the original term loan and the $80 million of the revolving credit agreement that were not extended remained on their original maturity schedules.  The LIBOR credit spread for the interest rate charged on the extended portion of the agreements increased 1.25%.  Although the average balance of the term loan declined approximately $40 million, the average rate increased 70 basis points for the quarter, resulting i n higher interest expense.  Interest expense for the nine months ended December 31, 2010 was $18.2 million compared to $16.6 million a year ago.  Although the average term loan balance declined approximately $60 million, the average rate increased 85 basis points for the period, resulting in higher interest expense.  Interest expense on other debt has also increased due to increased lease financing of capital expenditures.

Other income (expense) was $(0.3) million and $0.2 million in the current and prior-year quarters, respectively.  Other income (expense) was ($0.6) million and $0.3 million in the current and prior-year nine-month periods, respectively.  Both in the current and prior-year quarter and nine-month periods, other income was comprised primarily of interest income on notes receivable and investment income.  The current year periods were negatively impacted by foreign currency translation losses on certain foreign cash accounts.

The effective tax rate for the quarter ended December 31, 2010 was 28%.  The prior-year rate for the comparable period was 42%.  The effective tax rate for the nine months ended December 31, 2010 was 35%.  The prior-year rate was 41%. During the current quarter, the Company reduced a reserve for unrecognized tax benefits of approximately $3.5 million due to expiration of the related statute of limitations, resulting in the reduction of the current-year and current-quarter rates.  Excluding this item, the effective tax rate was 40%.  Depending on the level of foreign losses, the full year rate is expected to be in the range of 40% to 41%, before consideration of the reserve adjustment recorded in the current quarter.

Working capital at December 31, 2010 totaled $201.8 million compared to $203.6 million at March 31, 2010.  Total current assets decreased $13.7 million due to decreases in cash and cash equivalents of $20.2 million, offset by increases in trade accounts receivable of $3.2 million, other current assets of $1.3 million, and refundable income taxes of $2.1 million.  Current liabilities decreased $11.8 million due to decreases in current installments of long-term debt of $11.3 million, payroll accruals of $4.0 million, other accrued expenses of $5.8 million, and income taxes of $2.5 million, offset by increases in trade accounts payable of $1.0 million and deferred revenue of $10.9 million.  The Company made pre-payments on its term loan of $53.5 million and refinanced a construction loan resulting in a decrease to the current portion of long-term debt for the nine months ended December 31, 2010.

Accounts receivable days sales outstanding was 53 days at December 31, 2010 and March 31, 2010, and is calculated as follows (dollars in thousands):

Net cash provided by operating activities for the nine months ended December 31, 2010 was $124.2 million, down 18.0% from $151.4 million in the same period a year ago. Increases in net earnings were offset by decreases in depreciation and amortization, deferred taxes, and other operating items.  Deferred costs increased by $13.0 million due to increased Infrastructure Management contract migration activity.  Deferred income taxes decreased by $18.9 million.

Investing activities used $73.9 million in cash in the current year.  This resulted from capitalization of data acquisition costs of $10.7 million and capitalization of software development costs of $3.6 million.  Capital expenditures were $46.8 million compared to $31.4 million in the same period last year.  The Company paid $12.9 million for the purchase of Acxiom Brazil and a small acquisition in Australia.

Financing activities used $70.3 million in cash in the current year.  This included payments of debt of $78.1 million that was comprised of capital lease payments of $17.1 million, software license payments of $1.2 million, other debt payments of $6.3 million, and term loan prepayments of $53.5 million.  The term loan prepayments of $53.5 million represented a $16.0 million increase from $37.5 million paid in the prior year.  Financing activities also include $7.3 million in proceeds from the sale of common stock.

Non-cash investing and financing activities included acquisition of property and equipment under capital leases and installment payment arrangements of $22.4 million in the nine months ended December 31, 2010, compared to $18.3 million in the prior year.  Future payments under these arrangements will be reflected as debt payments.

The Company’s amended and restated credit agreement provides for (1) term loans up to an aggregate principal amount of $600 million and (2) revolving credit facility borrowings consisting of revolving loans, letter of credit participations and swing-line loans up to an aggregate amount of $200 million.

In November 2009, the Company entered into an amendment to its term loan credit facility (the “Amendment”).  Under the terms of the Amendment, certain of the lenders agreed to extend the maturity date of the existing term loan, becoming Tranche 2 Term Lenders.  Lenders who did not agree to extend the maturity date became Tranche 1 Term Lenders.  Certain lenders also agreed to extend the maturity date of the existing revolving loan commitment, becoming Tranche 2 Revolving Lenders.  Lenders who did not agree to extend the maturity date of the revolving loan commitment became Tranche 1 Revolving Lenders.  Of the $369 million balance of the term loan as of December 31, 2010, all of the balance is held by Tranche 2 Term Lenders.  The remaining Tranche 1 term loan balance w as prepaid in full during the current quarter.  Of the $200 million revolving loan commitment, $80 million is held by Tranche 1 Revolving Lenders and $120 million is held by Tranche 2 Revolving Lenders.

Tranche 2 of the term loan is payable in quarterly installments of approximately $1.5 million each, through December 31, 2014, with a final payment of approximately $345.0 million due March 15, 2015.  The Tranche 1 revolving loan commitment expires September 15, 2011 and the Tranche 2 revolving loan commitment expires March 15, 2014.

Revolving credit facility borrowings bear interest at LIBOR plus a credit spread, or at an alternative base rate or at the Federal Funds rate plus a credit spread, depending on the type of borrowing.  The LIBOR credit spread is 1.5% for Tranche 1 and 2.75% for Tranche 2.  There were no revolving credit borrowings outstanding at December 31, 2010 or March 31, 2010.  In addition, there have been no revolving credit borrowings during any of the periods being reported.  Term loan borrowings bear interest at LIBOR plus a credit spread which is 1.75% for Tranche 1, and 3.00% for Tranche 2.  The weighted-average interest rate on term loan borrowings at December 31, 2010 was 4.1%.  

The term loan allows prepayments before maturity.  The credit agreement is secured by the accounts receivable of Acxiom and its domestic subsidiaries, as well as by the outstanding stock of certain Acxiom subsidiaries.

Under the terms of certain of the above borrowings, the Company is required to maintain certain debt-to-cash flow and debt service coverage ratios, among other restrictions.  At December 31, 2010, the Company was in compliance with these covenants and restrictions.  In addition, if certain financial ratios and other conditions are not satisfied, the revolving credit facility limits the Company’s ability to pay dividends in excess of $30 million in any fiscal year (plus additional amounts in certain circumstances).

In connection with a certain building, the Company has entered into a 50/50 joint venture with a local real estate developer.  The Company is guaranteeing a portion of the loan for the building.  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 these guarantees.  Substantially all of the third-party indebtedness is collateralized by various pieces of real property.  At December 31, 2010 the Company’s aggregate maximum potential future payments under these guarantees of third-party indebtedness were $1.4 million.

Outstanding letters of credit which reduce the borrowing capacity under the Company’s revolving credit were $0.5 million at December 31, 2010.

The following table presents Acxiom’s contractual cash obligations, exclusive of interest, and purchase commitments at December 31, 2010 (dollars in thousands).  The table does not include the future payment of gross unrealized tax benefit liabilities of $2.9 million or the future payment, if any, against the Company’s non-current interest rate swap liability of $1.6 million as the Company is not able to predict the periods in which these payments will be made. The column for 2011 represents the three months ending March 31, 2011.  All other columns represent fiscal years ending March 31.