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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD,
CONWAY, ARKANSAS 72033-2000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 336-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant, based upon the closing sale price of
the registrant's Common Stock, $.10 par value per share, as of May
15, 1995 as reported on the Nasdaq national market, was
approximately $240,256,723. (For purposes of determination of the
above stated amount only, all directors, officers and 10% or more
shareholders of the registrant are presumed to be affiliates.)
The number of shares of Common Stock, $.10 par value per share,
outstanding as of May 15, 1995 was 22,451,244.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for
the fiscal year ended March 31, 1995 ("Annual Report") are
incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held August 2, 1995 ("1995 Proxy Statement") are
incorporated by reference into Part III.
PART I
Item 1. Business
General
The Company's traditional business is the provision of data
processing and related computer-based services and software
products to direct marketing organizations and to the marketing
departments of large corporations in the United States and the
United Kingdom. Since its inception in 1969, the Company has
evolved into what management believes, based upon its knowledge of
the industry, is a leading provider of computer-based services to
the direct marketing industry. The Company offers a broad range of
services to direct marketers and to other businesses which utilize
direct marketing techniques such as mail order, catalog sales and
prospect generation. The Company assists its customers with the
marketing process, from planning and project design, to list
cleaning, list enhancement and list production, to database
creation and management, to fulfillment and consumer response
analysis.
The Company also offers outsourcing/facilities management and
information management services whereby the Company manages the
data processing and information systems functions for its
customers. Such customers and prospects include traditional direct
marketing companies as well as companies which are not in the
direct marketing industry. In addition, the Company provides
software to the publishing industry. Management anticipates that
the outsourcing/facilities management services will continue to
expand during the foreseeable future, and that such services will
increasingly generate a greater percentage of the Company's
revenue. See "The Company's Products and Services," below.
The Company was incorporated in Delaware in 1983 and succeeded
by merger to the business of Conway Communications Exchange, Inc.,
an Arkansas corporation incorporated in 1969 as Demographics, Inc.,
which thereafter changed its name to Conway Communications
Exchange, Inc. Effective upon the 1983 merger, the Company
operated as CCX Network, Inc. until 1988, when the name Acxiom
Corporation was adopted. From 1986-1988, the Company acquired the
following businesses: Southwark Computer Services, Ltd.
("Southwark"), a British corporation which offered data processing
and computer based services in the United Kingdom, and Marketlead
Services, Ltd. ("Marketlead"), a British corporation which provided
promotional materials handling and fulfillment services in the
United Kingdom (Southwark and Marketlead are now doing business as
Acxiom U.K., Ltd.); BSA, Inc. ("BSA"), a New Jersey corporation
which designed and marketed software systems for the catalog
industry; and Modern Mailers, Inc., d/b/a Acxiom Mailing Services
("AMS"), a fully computerized direct mail business located in
Philadelphia, Pennsylvania whose services included personalized
printing and lettershop operations. The Company sold substantially
all of the assets of AMS effective March 31, 1994. Likewise, the
Company sold substantially all of the assets of BSA effective June
1, 1994. See "The Company's Products and Services," below. The
Company's headquarters and primary center of operations are located
in Conway, Arkansas.
The Company's Products and Services
Traditional List and Data Warehouse Services. The services
described below have historically formed the core of the Company's
business and will continue to be important to its operations:
The Company offers data processing and related services and
software products to the direct marketing industry and to a variety
of other businesses. With respect to the Company's traditional
business, management believes, based upon its knowledge of the
industry, that the Company is one of the leading suppliers of
information services to the direct marketing industries in the
United States and the United Kingdom, offering companies who use
direct marketing access to extensive customer lists and databases
of information, as well as providing a wide range of services that
permit customers to precisely tailor their mailing lists in
accordance with specifically targeted marketing plans.
The Company provides computer-based targeted marketing support
for direct marketers, which support consists of planning and
project design, list cleaning, list enhancement, list order
fulfillment, database services and response analysis. Rather than
focusing solely upon direct marketing programs designed to obtain
new business prospects for its customers, the Company has begun to
build marketing databases which enable its customers to focus upon
their existing clientele. Such databases allow a marketer to
analyze its customers' buying habits, and to narrowly target
advertising campaigns to those customers who are most likely to
respond. In addition, the Company offers integrated data
processing software systems and enhancement services which provide
its customers with rapid access to marketing information housed at
the Company's Conway, Arkansas and Sunderland, England locations.
An integral aspect of the Company's traditional business is
offering its customers access to extensive customer lists and
databases of information. Rather than owning any of the
approximately 25,000 lists to which its customers are granted
access, the Company acts as a link between those who own or manage
lists and those who buy or use lists for direct marketing purposes.
The list owners could remove the lists from the Company's
possession, and if a substantial number of lists were removed, a
material adverse impact upon the Company's operations could result.
However, management believes that any such actions are unlikely in
that the value of the lists are enhanced through manipulation by
the Company's software and through combination with other lists.
Further, few list owners utilizing the Company's services in the
past have removed their lists. Based upon its knowledge of the
operations of its competitors and its customers, management
believes that the Company has been entrusted with the largest
aggregation of names, addresses and related data available to the
direct marketing industry and to other businesses, in that it
maintains and updates approximately 25,000 lists and 500 databases
owned by others, totaling approximately 4.5 billion name and
address records, all of which records are available to authorized
customers.
Through a national data communications network in the United
States, the Company provides decision support information for
direct marketing organizations. Direct marketing programs require
the analysis and segmentation of large amounts of data on past
customers and known marketplace prospects to identify desired
purchasing characteristics. From this information, specific
targeted marketing strategies and personalized communications can
be generated. The Company's primary vehicle for rapid delivery of
these services is its data communications network ("Network")
through which direct marketing customers receive authorized access
to lists and databases housed at the Company's Conway, Arkansas
location. Customers are connected to the Network through either
Company-owned terminal devices furnished to the customer or through
customer-owned equipment. The Network is composed of dedicated,
leased data communication lines which link approximately 2,400
customer work stations and printers at 143 U.S. sites, computer-to-
computer links to customers and communication to remote data
centers located in the U.S. and U.K. connected to the Network's
central computer in Conway. Management believes that the
Company has one of the largest capacities for database management,
mailing list processing and networking in the industry. Through
the Network, lists may be interrogated and regrouped with marketing
information selected by the customer, including geographic,
demographic, psychographic and previous consumer response data, so
as to create the desired universe of names. The customer can then
create, select, merge and enhance the lists available to it for
even more precise market segmentation, thus enabling each mailing
program to be tailored for a carefully targeted sales audience.
Upon a customer's request, mailing lists and labels of the composed
universe of names can then be produced by the Company for the
customer's use.
In addition to the traditional services described above, the
Company also provides the services described below:
Outsourcing/Facilities Management Services; Information
Management Services. For the past six years, the Company has
provided "outsourcing" or "facilities management" services whereby
the Company manages a customer's data center and/or provides
information systems functions, both on-site at the customer's
location and remotely from the Company's Conway, Arkansas data
center. In several of these instances, the Company has licensed
certain of its software to its customers, and has involved certain
of its customers as partial underwriters of and participants in its
research and development efforts. The two largest customers of the
Company in fiscal 1995 are in this category:
Under the Company's August 31, 1992 data center management
agreement with Trans Union Corporation ("Trans Union"), one of the
three largest credit bureaus in the U.S., the Company, through its
subsidiary Acxiom Chicago Data Center, Inc., is managing Trans
Union's data processing center in Chicago, Illinois, for annual
fees of approximately $20 million for the existing base capacity,
with revenues to be adjusted in the future for changes in Trans
Union's capacity requirements. In August 1994, the Company and
Trans Union agreed to extend the data center management agreement
through August 2002, its full term of ten years. For additional
discussion, this information appears in Note 10 of the Notes to
Consolidated Financial Statements in the Company's Annual Report at
pp. 43-44, which information is incorporated herein by reference.
In addition, in December 1994 a marketing services agreement was
executed between the Company and Trans Union's Marketing Services
Division. Under the marketing services agreement, the Company will
provide all of the data processing services for Trans Union's
Marketing Services Division. When fully operational, annual
revenues from the contract are expected to be approximately $20
million for the Company. Management anticipates aggregate revenues
in excess of $175 million over the life of the contract.
Under a five-year information management agreement dated
September 14, 1992 with Allstate Insurance Company ("Allstate"),
the Company, through its subsidiary, Acxiom RM-Tools, Inc. (see
discussion below) is managing the outside purchasing and internal
processing of the consumer data Allstate uses for the underwriting
of its lines of automobile insurance. These functions were
previously handled through Allstate's twenty-eight (28) regional
offices. The savings which result from Acxiom's management of this
data are shared equally by Acxiom and Allstate. Under the
agreement, the Company provides software systems and database
management for Allstate to use in connection with new auto
insurance policies across the United States. In addition, Allstate
uses software systems developed by the Company to help evaluate
auto policy renewals and to market various types of insurance to
new and existing customers. Allstate has the right to obtain a
non-transferable, non-exclusive license to Acxiom's core software
utilized in processing Allstate's data, upon payment of Acxiom's
standard software license fee. In January 1995 the Company and
Allstate signed an agreement to make the Acxiom RM-ToolsSM software
product, developed by the Company and Allstate, accessible for use
by other personal lines property and casualty risk insurers.
Through this software product, insurers will have access to an
information package that includes motor vehicle registration,
automatic claims history, driver information,
financial stability information, vehicle verifications, property
telephone inspections, property replacement costs and property
claims history. It is expected that utilization of this product
will streamline the underwriting process for these insurers, reduce
their expenses and lower their data acquisition costs. Like the
Trans Union agreement, the agreements with Allstate are in keeping
with the Company's strategy to obtain long-term, large-volume
contracts which generate predictable revenue. During the past
fiscal year, Allstate accounted for approximately $53 million of
the Company's total revenues.
Through its subsidiary, Acxiom RM-Tools, Inc. ("Acxiom RM-T"),
the Company is pursuing contracts with other insurance companies
whereby Acxiom RM-T would provide information management services
to assist with the insurers' risk management, underwriting and
marketing functions. In February 1994, Acxiom RM-T entered into a
Software Development and Joint Sales Agreement with Fair, Isaac and
Company, Incorporated ("Fair Isaac"), a leading developer of
scoring technology for the insurance and credit industries.
Together, the two companies plan to offer risk management
information services to the insurance industry. In keeping with
this goal, Fair Isaac and Acxiom RM-T signed development
partnership agreements during the last fiscal year with both the
Hartford Fire Insurance Company, a member of the ITT Hartford
Insurance Group ("Hartford"), and Lumbermens Mutual Casualty
Company, a member of the Kemper National Insurance Companies
("Kemper"). Hartford and Kemper will participate directly in the
development of the Acxiom RM-T/Fair Isaac risk management products
for the property and casualty insurance industry.
In May 1995, the Company entered into an agreement, effective
April 1, 1995, with Automatic Data Processing ("ADP"). Pursuant to
the agreement, ADP will outsource certain of its ADP Claims
Solutions Group, Inc.'s data processing functions to the Company.
These functions are currently performed in Ann Arbor, Michigan but
will be transferred by the Company to its Conway, Arkansas
facilities by July 1995. The term of the agreement is five (5)
years, although ADP has the option to terminate the agreement at
the end of the second year of the agreement, subject to a $210,000
penalty provision. When fully operational, annual revenues from
the agreement are expected to generate approximately $2 million,
with aggregate revenues in excess of $15 million over the life of
the agreement.
It is the Company's intention to continue seeking
outsourcing/facilities management and information management
agreements in the future. Because of the Company's skills and
technology in the area of data processing, management believes that
these types of agreements will be long-term benefits to the Company
and will provide cost-effective data processing solutions for its
customers. The services currently provided by the Company to such
customers include data center management; information management;
hardware installation and support; account management systems;
installation, support and enhancement of software; customized
software programming; and licensing of the Company's proprietary
software.
GS/2000R Services. Subscription fulfillment data processing
and software services have been offered by the company since 1989,
when the Company entered into a data processing agreement and
software license with Guideposts Associates, Inc. ("Guideposts"),
one of the largest magazine publishers in the U.S. Pursuant to the
agreement, the Company assumed management of Guideposts' data
processing personnel, computer technology and operations. In
addition, the Company acquired an exclusive license to develop and
market Guideposts' proprietary magazine subscription fulfillment
software ("GS/2000"), a modular system that consolidates all
aspects of subscription and book fulfillment and that supports the
marketing, accounting and customer service functions necessary to a
complete fulfillment operation. The Company has extensively
developed GS/2000 and has installed the software at three
publishing companies. In addition, in 1994 the Company licensed
GS/2000 to the National Rifle Association for use in maintaining
its membership records and continuity programs.
In 1991 the Company entered into a six-year agreement with
Fulfillment Corporation of America ("FCA"), a recognized leader in
the publishing fulfillment service industry. Pursuant to the
agreement, FCA was to be the exclusive full-service provider of the
Company's GS/2000 system to U.S. magazine publishers. In addition,
the Company was to outsource FCA's computer data processing
functions by linking FCA to the Company's computer facilities and
software systems in Conway, Arkansas. However, FCA was sold to
Kable News Company, Inc. ("Kable") in January 1995, and it was
decided by the Company and Kable to discontinue the relationship.
As a result, the Company has no full-service distribution channel
for the GS/2000 product, an element that management believes was
crucial to developing a competitive product. Consequently, the
Company has determined that, rather than offer GS/2000 as a generic
solution for subscription fulfillment, the product can best be used
as a custom access service for the Company's customers. The
Company will continue to provide software support for its current
GS/2000 customers, but has discontinued its efforts to market
GS/2000 to new customers.
InfoBase. In 1991, the Company entered into an eight-year
partnership agreement with ADVO, Inc., a company which specializes
in targeted direct mail products and services. Pursuant to the
agreement, the Company and ADVO formed a partnership called
InfoBase Services ("InfoBase") for the development of name-specific
databases for use in direct marketing. InfoBase has two operating
divisions: the original list enhancement operation created by the
Company in 1987 and an operation which utilizes advanced optical
scanning technology to extract data from directories and other
printed materials ("EDGE"). In October 1994, the Company purchased
ADVO's one-half interest in the partnership for $9 million. The
Company also agreed to provide ADVO with service discounts over the
next four years totaling, at a minimum, $2.6 million; provided,
however, that if the service discounts do not total at least $2.6
million, the Company will pay the shortfall to ADVO in cash. For
additional discussion, this information appears in Note 8 of the
Notes to Consolidated Financial Statements in the Company's Annual
Report at pp. 42-43, which information is incorporated herein by
reference.
The primary business of InfoBase is the provision of list
enhancement services to companies engaged in direct marketing to
consumers. The household data which comprises the InfoBase
IBConsumerSM database is owned by seven data contributors who
permit InfoBase to access their data for the purpose of list
enhancement, list analysis, segmentation modeling and merge/purge
screening. The type of data made available through InfoBase
includes consumer names and addresses, as well as such demographic
information as age, gender, approximate income brackets,
occupation, marital status, the presence of children, and car and
home ownership. Management believes that the IBConsumer database
is the most complete database of its kind in the United States,
covering over 95% of all U.S. households.
In addition to its IBConsumer database, InfoBase has
agreements with two companies, each of which have agreed to furnish
information that can be used for the InfoBase business database,
IBBusinessSM. The IBBusiness database is used by persons engaged
in direct marketing to businesses.
InfoBase has substantially completed the development of the
EDGE file, which is a computerized listing of all U.S. telephone
book white page information, and is marketing this file to
potential users and resellers. To date, the EDGE file has been
sold to six (6) users and resellers.
U.K. Promotional Services. In addition to the data processing
services offered by the Company in the U.K., the Company also
provides comprehensive promotional materials handling and
fulfillment services to its U.K. customers. Based upon its
knowledge of the industry, management believes that it is one of
the largest firms of its kind in the U.K. Among the services
provided are promotional fulfillment, competition handling, in-
bound telemarketing and response handling, lead monitoring,
contract packing and mailing, and coupon redemption. Through the
use of computerized tracking and monitoring systems, the Company is
able to provide customers with current reports on the progress of
their marketing campaigns and can furnish customers with information
useful for promotion analysis and subsequent database campaigns.
During the last fiscal year the Company mailed over 10,000,000
promotional items and custom-handled over 18,000,000 pieces of
direct mail for over 30 U.K. customers. In addition, the Company
handled over 250,000 telephone calls through its in-bound
telemarketing and response handling service.
Catalog Fulfillment Software Services. Effective June 1,
1994, the Company sold substantially all of the assets of BSA, Inc.
("BSA"), a subsidiary of the Company located in Ocean, New Jersey,
to MorTech, Inc. ("MorTech"). Although management committed a
substantial amount of software engineering resources to the
development of BSA's proprietary catalog merchandise fulfillment
software system marketed under the name "Acxiom Acxess," a decision
was made in fiscal 1994 to sell the assets of BSA. Management
believed that the market potential for the sale of Acxess was
significant; however, the performance of the subsidiary did not
meet management's expectations. In addition, management is of the
opinion that the catalog fulfillment software business is not
within the range of the Company's core competencies: software
systems development, data center management, and information
management technology.
Acxess was designed to facilitate the day-to-day operations of
large mail order and catalog companies. Acxess also included
accounting and inventory functions, as well as the ability to track
marketing productivity. From 1992 to 1993, three Acxess sites were
installed and a fourth site, installed in fiscal 1993, was
subsequently de-installed upon mutual agreement of BSA and its
customer, based upon the fact that Acxess did not meet the
customer's needs. The Company is no longer involved in the day-to-
day operations or support of the other three Acxess sites.
Consequently, negotiations were held with various potential
buyers, the result of which was the sale of certain U.S. assets of
BSA to MorTech for $500,000. Charles D. Morgan, Jr., president of
the Company, is the principal shareholder of MorTech. The proposed
sale was evaluated by an independent committee of the Company's
outside directors, which committee engaged a reputable investment
valuation firm to render a fairness opinion regarding the proposed
sale. Consummation of the sale was conditioned upon receipt of the
investment valuation firm's fairness opinion, receipt of a
favorable legal opinion from the Company's outside securities
counsel, and a positive recommendation from the independent
committee of outside directors. On May 16, 1994, the BSA
operations in both the U.S. and the U.K. were significantly
downsized. All BSA employees who were not hired by MorTech were
laid off, and the BSA-U.K. operation was merged into Acxiom U.K.'s
other operations. In addition, on October 20, 1994, the Company
sold certain assets of BSA-U.K. to CPMS Limited, a U.K. company.
For additional discussion, this information appears in Note 14 of
the Notes to Consolidated Financial Statements in the Company's
Annual Report at p. 46, which information is incorporated herein by
reference.
Acxiom Mailing Services. Effective March 31, 1994, the
Company sold substantially all of the assets of its mailing
services division ("AMS") located in Philadelphia, Pennsylvania to
MorCom, Inc. For additional discussion, this information appears
in Note 14 of the Notes to Consolidated Financial Statements in the
Company's Annual Report at p. 46, which information is incorporated
herein by reference. Management believed that the business of AMS
was not within the range of the Company's core competencies.
Customers
The Company's customers include large U.S. and U.K. financial
institutions, insurance companies, consumer credit organizations,
seminar companies, communications companies, catalogers, retailers,
television shopping networks, publishers, consumer goods
manufacturers, membership and continuity
associations, and advertising agencies. Other customers include
charities, list users (direct mailers and telemarketers), list
owners (customers who generate and own their lists), and list
managers and brokers (agents who manage lists and provide direct
marketing consulting services). Having developed its expertise by
servicing a traditional client base of companies which specialize
in the direct marketing industry, the Company is finding increasing
demand for its products and services within the marketing
departments of large corporations as these companies turn to
targeted marketing techniques to sell their goods and services.
The Company is also experiencing a demand for its data processing
and information management services by companies who are not in the
direct marketing business. The Company's practice has been to
extend payment terms to its customers for periods of up to sixty
days and, accordingly, the Company uses operating capital to
finance its accounts receivable. In fiscal 1995, the following
customers accounted for 10% or more of the Company's total revenue:
Trans Union Corporation (12.6%) and Allstate Insurance Company
(26.4%).
Employees
The Company presently has approximately 1,850 employees.
The Direct Marketing Industry
General. The direct marketing industry is composed of
businesses that use direct mail order and other methods of direct
consumer contact to promote their products or services. Direct
marketing service companies specialize in marketing consultation,
list compilation and management, creative and lettershop services,
data processing services and product fulfillment. Unlike
traditional forms of advertising which are aimed at a broad
audience through print or broadcast media, direct marketing
involves targeted advertising sent directly to potential customers.
Historically, direct marketing programs have had a positive
response rate of approximately 1 to 3%. Consequently, direct
marketers are heavily dependent upon specific market information
and the application of statistics and computer modeling to assist
them in predicting market behavior.
The products and services (see discussion above in "The
Company's Products and Services") offered by the Company are
designed to assist its customers to achieve a higher rate of return
on their marketing investments by selectively targeting their
marketing efforts to individuals who are most likely to respond.
The direct marketing industry has been negatively impacted
during recent years by the U.S. economic recession and by postal
rate increases. The most recent postal rate increase, which became
effective in January 1995, and any future increases will, in the
Company's opinion, force direct mailers to mail fewer pieces and to
target their prospects more carefully. Through its software
products and data processing services, the Company has the
capability to assist its direct marketing customers to target their
mailings to persons who are most likely to favorably respond,
thereby meeting its customers' increasing need to market more
effectively. The Company experienced no significant negative
financial impact as a result of the most recent postal rate
increase.
Consumer Privacy and Legislative Concerns. There could be an
adverse impact on the direct marketing industry due to an increase
in public concern over consumer privacy issues. Senior management
of the Company has taken a proactive role within the direct
marketing industry to explore self-regulation alternatives in the
privacy arena. Internally, the Company has formulated and
distributed to each of its employees a written privacy policy which
recognizes consumers' rights to control the dissemination of
information about themselves. The privacy policy also states the
Company's continuing commitment to strict data security systems, as
well as the Company's support of the Direct Marketing
Association's ("DMA") Mail and Telephone Preference Service
programs, which permit consumers to "opt-out" of unrequested
marketing solicitations. The Company has adopted a practice of
purging its customers' lists of all names appearing on such DMA
opt-out lists free of charge. Management is of the opinion that
the measures which have been put in place, together with the
Company's continuing efforts to stay informed and to take a
leadership role in the area of privacy, will prevent the Company
from being materially impacted by the growing consumer awareness of
privacy issues.
Senate and House of Representative bills have been introduced
in the 104th Congress seeking to amend the Fair Credit Reporting
Act ("FCRA"). The bills are similar to the versions that have been
introduced in prior years but which have failed to be enacted into
law. The primary effect of the bills is to provide consumers with
easier access to their credit reports and to facilitate the
correction of errors in their reports. The bills also address the
issue of "prescreening," a procedure utilized by many bankcard
issuers and insurance companies in their direct marketing programs.
Neither bill as presently drafted would have a material adverse
effect upon the Company, which has traditionally provided
prescreening services. It is, however, possible that some of the
Company's customers could be negatively impacted by these bills, in
that they place more administrative burdens upon consumer reporting
agencies and upon merchants who report credit transactions to the
consumer reporting agencies. In addition to the federal bills,
there are numerous bills pending in various state legislatures.
The stated purpose of the majority of these bills is to give
consumers more control over how personal information concerning
them is utilized in the marketplace. While the Company is not
opposed to the stated purpose of such bills, it is possible that if
certain of these bills are passed in their current form, the
Company could be negatively impacted as a result. Management
actively monitors legislation which could affect its business.
Competition
Traditional Direct Marketing Industry Services. The Company
experiences competition from other businesses in the list industry
with respect to certain targeted marketing services, including
merge/purge, list enhancement, and database services. For many
years, the Company was the only service firm in the United States
offering a direct terminal access system by list users to multiple
list databases. Certain competitors now offer a direct terminal
access system to customers. While some direct competitors are
divisions of larger corporations having greater financial, research
and development, and/or marketing resources than the Company,
management believes that the Company's unique software enables it
to effectively compete. Technological developments are expected to
continue at a rapid pace in the field of direct marketing database
management and market data collection, analysis and distribution.
The Company has traditionally relied heavily upon the use of
mainframe hardware that is one generation old. While it expects
to continue to do so in the future, it is nevertheless constantly
seeking more cost-effective ways to deliver its services. During
1994, the Company introduced several new strategies into its
processing environment: (1) one of the Company's core application
systems products was re-engineered to run on a parallel processing
architecture, thereby allowing the Company to significantly reduce
its processing cycle time; (2) dedicated stand-alone mainframes
have been applied as attached processors to the Company's computing
enterprise, resulting in the ability to direct data processing
capabilities to customer decision support systems at a significantly
reduced cost; and (3) the Company installed a Local Area Network
("LAN") system and implemented extensive use of personal computers
("PCs") as front-end application workstations. The latter
improvement provides a graphical user interface ("GUI") front-end
use capability to all internal and customer applications, as well
as the ability to institute a client/server architecture within
the Company's existing computing enterprise. As part of its
client/server strategy, the Company utilizes its object request
broker ("ORB") technology, a messaging protocol which transparently
links clients and servers located anywhere within the Company's
Network. Management believes that through continued investment in
research and development, the Company will be able to maintain or
improve its present position in the marketplace. See "Research
and Development," below.
Outsourcing/Facilities Management Services; Information
Management Services. The Company is aware of numerous other major
businesses which offer outsourcing or facilities management
services, and/or information management services. Due to the
recent emergence of this industry, and due to the fact that the
market for such services remains largely untapped, the Company
anticipates that the effects of competition will be minimal. With
respect to software licensing, despite the existence of other
vendors, the Company likewise anticipates minimal competitive
effects due to the unique nature of the Company's software and the
breadth of the potential marketplace.
GS/2000R Services. In the subscription fulfillment area, the
Company has two major competitors who provide outsourcing services
to the publishing industry. In addition, many publishing firms
perform their fulfillment services in-house. Due to the Company's
recent decision to curtail the marketing of its GS/2000 software,
the impact and the effects of competition upon the Company is
negligible. See "The Company's Products and Services," above.
InfoBase. There are two other companies which compete with
InfoBase's primary business of list enhancement services, and
several other companies, including some of the companies who
contribute their data to InfoBase, which compete with some of
InfoBase's secondary lines of business. The Company is aware of no
other business which offers an optical scanning technology service
similar to InfoBase's. Management believes that InfoBase can
effectively compete due to the leadership position which it has
established in the industry thus far and due to its technical
capabilities.
U.K. Promotional Services. Various aspects of the Company's
U.K. fulfillment business are performed by approximately fifteen
other businesses in the U.K., certain of which offer other services
as well. However, management knows of no other company which
offers the complete range of services provided by the Company, and
believes that it will be able to maintain and improve its present
position in the industry by virtue of its continued technological
developments and concentration on providing high quality customer
service.
Research and Development
In fiscal 1995 approximately $8.1 million, representing
approximately 4% of the Company's consolidated revenue, was spent
on software and research and development, primarily involving the
application and design of current technologies to further upgrade
and improve its software systems. In fiscal 1994 and 1993, the
Company spent $7.6 million and $7.5 million, respectively.
Research and development projects which were begun in fiscal 1992
and continued through fiscal 1995 have resulted in a material
upgrade and restructuring of the architecture of the Company's
technology. Research and development costs incurred prior to
establishing the technological feasibility of products are charged
to operations as incurred.
Environment
Due to the nature of the Company's business, the Company has
experienced no material adverse effects based on its compliance
with environmental regulations. In addition, no material
expenditures have been made by the Company during the past two
fiscal years and management does not expect the necessity of any
material capital expenditures during the coming fiscal year for
environmental control facilities.
Seasonality
Although some components of the Company's business have
traditionally experienced a heavier volume of business during the
third and fourth calendar quarters of each year, seasonal variances
do not have a significant impact upon the Company's operations as a
whole.
Foreign Operations
The information required hereunder appears in Note 12 of the
Notes to Consolidated Financial Statements in the Company's Annual
Report at p. 45, which information is incorporated herein by
reference.
Item 2. Properties
The following table sets forth the location, ownership and
general use of the principal properties of the Company.
Location Held Use
Acxiom Corporation:
Conway, Arkansas Five facilities held Principal
in fee; one facility executive
secures a $4,475,000 offices; customer
encumbrance service
facilities
and computer
equipment space
Acxiom Transportation
Services, Inc.:
Conway, Arkansas Lease Office space;
warehouse/hanger
space
Acxiom CDC, Inc.:
Chicago, Illinois Lease Office and
computer
equipment space
Acxiom U.K., Ltd.:
(a) London, England Lease Office space;
customer service
facility
(b) Sunderland,
England Held in fee Office space;
computer
equipment
and warehouse
space
The Company's headquarters are located in Conway, Arkansas and
consist of buildings housing the Company's principal executive
offices and computer and data processing center. The Company also
leases office and warehouse/hanger space located at the Conway
Municipal Airport.
Pursuant to its data center management agreement with Trans
Union Corporation discussed above under Item 1, "Outsourcing/
Facilities Management Services; Information Management Services,"
the Company leases office and computer equipment space at Trans
Union's corporate headquarters in Chicago, Illinois.
The Company's corporate and customer service operations in
London, England are presently housed in two principal buildings,
both of which are leased. The Company also owns a warehouse
facility in Sunderland, England where fulfillment services and data
processing operations are housed.
In addition to the foregoing, pursuant to the Guideposts data
processing agreement, Guideposts provides office and computer
equipment space for the Company's use at Guideposts' corporate
headquarters in Carmel, New York. Furthermore, the Company leases
a number of sales offices throughout the U.S: Washington, D.C.;
Marietta, Georgia; Chicago, Illinois; Fairway, Kansas; Overland
Park, Kansas; Iselin, New Jersey; New York, New York; Charlotte,
North Carolina; Grapevine, Texas; McLean, Virginia; Richmond,
Virginia; and Menomonee Falls, Wisconsin.
In addition, InfoBase
leases office space in Jacksonville, Florida; Natick,
Massachusetts; and New York, New York.
The Company also leases office space in Ocean, New Jersey
which previously housed the BSA operation. See the discussion
above in Item 1 under "Catalog Fulfillment Software Services." The
Company intends to sublease the building for the remaining three
years of the lease, and is in the process of seeking a suitable
tenant.
In connection with the previous operation of its mailing
services division, the Company owns a facility in Warminster,
Pennsylvania, which it is presently leasing to a third party. See
the discussion above in Item 1 under "Acxiom Mailing Services."
In general, the offices, customer service and data processing
facilities of the Company are in good condition. Management
believes that its facilities, including the expansion of the
Conway, Arkansas data center and construction of a new customer
services building, both to be completed during fiscal year 1996 at
the Conway location, are suitable and adequate to meet the
presently anticipated needs of the Company. As such, management
believes additional properties will not be required upon expansion
of operations during fiscal 1996. A portion of the real property
owned by the Company is pledged to secure notes payable. For
additional discussion, this information appears in Notes 4 and 5 of
the Notes to Consolidated Financial Statements in the Company's
Annual Report at pp. 38-39, which information is incorporated
herein by reference.
Item 3. Legal Proceedings
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's "executive officers," as defined in Rule 16-
a(1)(f) of the Securities Exchange Act of 1934, their title, age,
and year of initial appointment as an executive officer and
business experience for the past five years are listed below:
Year
Name Title Age Elected
Don W. Barrett (a) Senior Vice President 55 1994
Jennifer T. Barrett (b) Senior Vice President 45 1979
Robert S. Bloom (c) Chief Financial Officer 39 1992
Stephen H. Brighton (d) Senior Vice President 47 1993
C. Alex Dietz (e) Senior Vice President 52 1983
and Chief Information
Officer
Jerry C.D. Ellis (f) Senior Vice President 45 1991
Rodger S. Kline (g) Executive Vice 52 1975
President, Chief
Operating Officer,
Treasurer and Director
Charles D. Morgan, Jr. Chief Executive 52 1972
(h) Officer, President and
Chairman of the Board
of Directors
Thomas B. Walker, Jr. Senior Vice President 46 1993
(i)
James T. Womble (j) Executive Vice 52 1975
President and Director
Paul L. Zaffaroni Senior Vice President 48 1990
(k)
------------------------------------
(a) Mr. Barrett joined the Company in 1984 as Vice President. He
was elected Sr. Vice President in 1993. Prior to joining the
Company, he had worked for eighteen years for IBM Corporation,
where he held various marketing management positions. Mr.
Barrett holds a degree in mathematics from the University of
Central Arkansas.
(b) Mrs. Barrett joined the Company in 1974. She was elected Vice
President in 1979 and was elected Sr. Vice President in 1993.
Prior to joining the Company, she served as a data processing
specialist for the State of Arkansas. Mrs. Barrett holds
degrees in mathematics and computer science from the
University of Texas.
(c) Mr. Bloom joined the Company in 1992 as Chief Financial
Officer. Prior to joining the Company, he was employed for
six years with Wilson Sporting Goods Co. as Chief Financial
Officer of its International Division. Prior to his
employment with Wilson, Mr. Bloom was employed by Arthur
Andersen & Co. for nine years, serving most recently as
Manager. Mr. Bloom, a Certified Public Accountant, holds a
degree in accounting from the University of Illinois.
(d) Mr. Brighton joined the Company in 1989 as a director of sales
and was subsequently named President and CEO of InfoBase
Services in 1991, a position he held until October 1, 1993.
At that time, he left InfoBase Services and he was elected
Senior Vice President of the Company. Prior to joining the
Company, he was employed for 13 years with IBM Corporation,
serving most recently as Marketing Branch Manager. Mr.
Brighton holds a degree in mechanical engineering from the
U.S. Naval Academy, Annapolis, Maryland.
(e) Mr. Dietz rejoined the Company in 1979. He first joined the
Company in 1969 and served as a Vice President until 1975.
Between 1975 and 1979 he was an officer of a commercial bank
responsible for data processing matters. Following his return
to the Company in 1979, Mr. Dietz was subsequently elected
Vice President in 1983 and was named Chief Information Officer
in 1991. In 1994 he was elected Senior Vice President. Mr.
Dietz holds a degree in electrical engineering from Tulane
University.
(f) Mr. Ellis joined the Company in 1991 as Managing Director of
the Company's U.K. operations. In 1994 he was elected Senior
Vice President. Prior to 1991, Mr. Ellis was employed for 22
years with IBM, serving most recently as Assistant to the
Chairman and Chief Executive Officer of IBM's U.K. operations.
Prior to that, Mr. Ellis served as Branch Manager of the IBM
U.K. Public Sector division.
(g) Mr. Kline joined the Company in 1973. Since 1975 he has been
Executive Vice President and a director. In 1988 he assumed
the additional responsibilities of Treasurer and Chief
Information Officer. In June 1991, Mr. Kline was named Chief
Operating Officer, Executive Vice President and Treasurer.
Prior to joining the Company, Mr. Kline was employed by IBM
Corporation. Mr. Kline holds a degree in electrical
engineering from the University of Arkansas.
(h) Mr. Morgan joined the Company in 1972 and has served as Chief
Executive Officer and Chairman of the Board of Directors since
1975. In 1991 he assumed the additional title of President.
He was employed by IBM Corporation prior to joining the
Company. Mr. Morgan holds a mechanical engineering degree
from the University of Arkansas.
(i) Mr. Walker joined the Company in 1990. In 1994 he was elected
Senior Vice President. Prior to joining the Company he was
employed by IBM for 18 years, most recently serving as Branch
Marketing Support Manager. Mr. Walker holds a degree in
industrial engineering from the University of Arkansas.
(j) Mr. Womble joined the Company in 1974. In 1975 he was elected
Vice President and a director. In 1982 he was elected
Executive Vice President. Prior to joining the Company, Mr.
Womble was employed by IBM Corporation. Mr. Womble holds a
degree in civil engineering from the University of Arkansas.
(k) Mr. Zaffaroni joined the Company in 1990 as Vice President.
In 1994 he was elected Senior Vice President. Prior to
joining the Company he was employed by the IBM Corporation for
21 years, most recently serving as Regional Sales Manager for
the Mid-America Area. Mr. Zaffaroni holds a degree in
marketing from Youngstown State University.
With the exception of Mr. and Mrs. Barrett, who are married,
there are no family relationships among any of the Company's
executive officers and/or directors.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The information required by this Item appears on the inside
facing of the back cover of the Company's Annual Report, which
information is incorporated herein by reference.
Item 6. Selected Financial Data
The information required by this Item appears in the Company's
Annual Report at p. 26, which information is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required by this Item appears in the Company's
Annual Report at pp. 27-30, which information is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by this Item appear in the
Company's Annual Report at pp. 31-46, which information is
incorporated herein by reference. The Financial Statement Schedule
which constitutes the Supplementary Data required by this Item is
attached hereto.
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to general instruction G(3) of the instructions to
Form 10-K, information concerning the Company's executive officers
is included under the caption "Executive Officers of the Company"
at the end of Part I of this Report. The remaining information
required by this Item appears under the caption "Election of
Directors" in the Company's 1995 Proxy Statement at pp. 3-5, which
information is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item appears under the
heading "Compensation of Directors and Executive Officers" in the
Company's 1995 Proxy Statement at pp. 9-13, which information is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this Item appears under the
headings "Principal Shareholders" and "Equity Ownership of
Directors and Executive Officers" in the Company's 1995 Proxy
Statement at pp. 2-3, which information is incorporated herein by
reference.
Item 13. Certain Relationships and Transactions
The information required by this Item appears under the
heading "Certain Transactions" in the Company's 1995 Proxy
Statement at pp. 15-16, which information is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
The following documents are filed as a part of this Report:
1. Financial Statements.
The following consolidated financial statements
of the registrant and its subsidiaries included on pages 31 through
46 of the Company's Annual Report and the Independent Auditors'
Report on page 47 thereof are incorporated herein by reference.
Page references are to page numbers in the Annual Report.
Page
Consolidated Balance Sheets as of March 31, 1995
and 1994 31
Consolidated Statements of Earnings for the years ended
March 31, 1995, 1994 and 1993 32
Consolidated Statements of Cash Flows for the years ended
March 31, 1995, 1994 and 1993 33
Consolidated Statements of Stockholders' Equity for the
years ended March 31, 1995, 1994 and 1993 34-35
Notes to the Consolidated Financial Statements 36-46
Independent Auditors' Report 47
2. Financial Statement Schedules.
The following additional information for the
years 1995, 1994 and 1993 is submitted herewith and appears on
the two pages immediately preceding the signature page of this
Report on Form 10-K.
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts for
the years ended March 31, 1995, 1994 and 1993
All other schedules are omitted because they are not
applicable or not required or because the required information is
included in the financial statements or notes thereto.
3. Exhibits and Executive Compensation Plans.
The following exhibits are filed with this
Report or are incorporated by reference to previously filed
material.
Exhibit No.
3(a) Amended and Restated Certificate of Incorporation
3(b) Amended and Restated Bylaws (previously filed as Exhibit
3(b) to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1991, Commission File No. 0-
13163, and incorporated herein by reference)
10(a) Data Center Management Agreement dated July 27, 1992
between the Company and Trans Union Corporation
(previously filed as Exhibit A to Schedule 13-D of Trans
Union Corporation dated August 31, 1992, Commission File
No. 5-36226, and incorporated herein by reference)
10(b) Agreement for Professional Services dated November 23,
1992 between the Company and Allstate Insurance Company
(previously filed as Exhibit 28 to Amendment No. 1 to
the Company's Current Report on Form 8-K dated December
9, 1992, Commission File No. 0-13613, and incorporated
herein by reference)
10(c) Acxiom Corporation Deferred Compensation Plan
(previously filed as Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended
March 31, 1990, Commission File No. 0-13163, and
incorporated herein by reference)
10(d) Amended and Restated Key Associate Stock Option Plan of
Acxiom Corporation (previously filed as Exhibit 10(d) to
the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1993, Commission File No. 0-13163,
and incorporated herein by reference)
10(e) Acxiom Corporation U.K. Share Option Scheme (previously
filed as Exhibit 10(e) to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1993,
Commission File No. 0-13163, and incorporated herein by
reference)
10(f) Long-Term Executive Compensation Plan (previously filed
as Exhibit 10(g) to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1993,
Commission File No. 0-13163, and incorporated herein by
reference)
10(g) Annual Executive Compensation Plan (1996)
13 Portions of the Company's Annual Report
21 Subsidiaries of the Company
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney for Robert S. Bloom, Dr. Ann H. Die,
William T. Dillard II, Harry L. Gambill, Rodger S. Kline,
Charles D. Morgan, Jr., Robert A. Pritzker, Walter Smiley
and James T. Womble
27 Financial Data Schedule
Listed below are the executive compensation plans and
arrangements currently in effect and which are required to be filed
as exhibits to this Report:
- Amended and Restated Key Associate Stock Option Plan
of Acxiom Corporation
- Acxiom Corporation U.K. Share Option Scheme
- Long-Term Executive Compensation Plan
- Acxiom Corporation Deferred Compensation Plan*
- Annual Executive Compensation Plan (1996)
---------------------------------
* To date, only one grant has been made, in 1990.
4. Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during
the last quarter of the fiscal year ended March 31, 1995.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Acxiom Corporation:
Under date of May 5, 1995, we reported on the consolidated balance
sheets of Acxiom Corporation and subsidiaries as of March 31, 1995
and 1994, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1995, as contained in the 1995
annual report to shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year ended March 31, 1995.
In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial
statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information
set forth therein.
/s/ KPMG Peat Marwick LLP
Little Rock, Arkansas
May 5,1995
Schedule II
ACXIOM CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended March 31, 1995, 1994 and 1993
Additions
Balance at charged Other Bad Bad Balance
beginning to addi- debts debts at end
of period costs and tions written recov- of
expenses (note) off ered period
1995:
Allowance
for
doubtful
accounts
and
credits $1,086,000 1,656,000 178,000 803,000 26,000 2,143,000
========= ========= ======= ======= ====== =========
1994:
Allowance
for
doubtful
accounts
and
credits $1,049,000 970,000 - 945,000 12,OOO 1,086,000
========= ======= ======= ======= ====== =========
1993:
Allowance
for
doubtful
accounts
and
credits $1,485,000 367,000 - 824,000 21,000 1,049,000
========= ======= ======= ======= ====== =========
Note - Other additions in 1995 represent the valuation account
acquired in InfoBase purchase.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities 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
Date: June 27, 1995 By:/s/ Catherine L. Hughes
-------------------------------
Catherine L. Hughes
Secretary and General Counsel
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature
Robert S. Bloom* Chief Financial Officer June 27, 1995
----------------------- (Principle accounting
Robert S. Bloom officer)
Dr. Ann H. Die* Director June 27, 1995
-----------------------
Dr. Ann H. Die
William T. Dillard II* Director June 27, 1995
-----------------------
William T. Dillard II
Harry C. Gambill* Director June 27, 1995
-----------------------
Harry C. Gambill
Rodger S. Kline* Executive Vice President, June 27, 1995
----------------------- Chief Operating Officer,
Rodger S. Kline Treasurer and Director
(Principle financial
officer)
Charles D. Morgan, Jr.* Chairman of the Board, June 27, 1995
----------------------- Chief Executive Officer
Charles D. Morgan, Jr. and President (Principle
executive officer)
Robert A. Pritzker* Director June 27, 1995
-----------------------
Robert A. Pritzker
Walter V. Smiley* Director June 27, 1995
-----------------------
Walter V. Smiley
James T. Womble* Director June 27, 1995
-----------------------
James T. Womble
*By: /s/ Catherine L. Hughes
----------------------------
Catherine L. Hughes
Attorney-in-Fact
EXHIBIT INDEX
Exhibits to Form 10-K
Exhibit No. Exhibit
3(a) Amended and Restated Certificate of Incorporation
3(b) Amended and Restated Bylaws (previously filed as
Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1991, Commission File No. 0-13163, and incorpo-
rated herein by reference)
10(a) Data Center Management Agreement dated July 27,
1992 between the Company and Trans Union Corpo-
ration (previously filed as Exhibit A to
Schedule 13-D of Trans Union Corporation dated
August 31, 1992, Commission File No. 5-36226,
and incorporated herein by reference)
10(b) Agreement for Professional Services dated
November 23, 1992 between the Company and
Allstate Insurance Company (previously filed
as Exhibit 28 to Amendment No. 1 to the Company's
Current Report on Form 8-K dated December 9, 1992,
Commission File No. 0-13613, and incorporated
herein by reference)
10(c) Acxiom Corporation Deferred Compensation Plan
(previously filed as Exhibit 10(b) to the Com-
pany's Annual Report on Form 10-K for the fiscal
year ended March 31, 1990, Commission File No.
0-13163, and incorporated herein by reference)
10(d) Amended and Restated Key Associate Stock Option
Plan of Acxiom Corporation (previously filed as
Exhibit 10(d) to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1993, Commission File No. 0-13163, and incorpo-
rated herein by reference)
10(e) Acxiom Corporation U.K. Share Option Scheme
(previously filed as Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(f) Long-Term Executive Compensation Plan (pre-
viously filed as Exhibit 10(g) to the Company's
Annual Report on Form 10-K for the fiscal year
ended March 31, 1993, Commission File No.
0-13163, and incorporated herein by reference)
10(g) Annual Executive Compensation Plan (1996)
13 Portions of the Company's Annual Report
21 Subsidiaries of the Company
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney for Robert S. Bloom, Dr.
Ann H. Die, William T. Dillard II, Harry L.
Gambill, Rodger S. Kline, Charles D. Morgan,
Jr., Robert A. Pritzker, Walter Smiley and
James T. Womble
27 Financial Data Schedule
EXHIBIT 3(a)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ACXIOM CORPORATION
Acxiom Corporation (the "Corporation), acting pursuant to
Sections 245 and 242 of the General Corporation Law of the State of
Delaware, hereby adopts the following Amended and Restated
Certificate of Incorporation. The following Amended and Restated
Certificate of Incorporation amends, restates, integrates, and
supersedes, in its entirety, the Amended and Restated Certificate
of Incorporation of Acxiom Corporation originally filed with the
Delaware Secretary of State on August 10, 1993. The original
Certificate of Incorporation was incorporated under the name of CCX
NETWORK, INC. on September 28, 1983.
FIRST: NAME. The name of the Corporation is:
ACXIOM CORPORATION
SECOND: REGISTERED AGENT AND OFFICE. The address of the
Corporation's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, in the County of Newcastle. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
THIRD: PURPOSES. The purpose or purposes for which the
Corporation is organized are:
(a) To own, operate, sell, lease and otherwise deal in goods
and services related to data processing, letter services,
electronic computer operations, business machines, forms and
procedures; to buy, rent, sell, lease and otherwise deal in
computers.
(b) To borrow money in such amount, for such times and upon
such terms and conditions as is deemed wise and expedient; from
time to time to draw, make, accept, endorse, discount, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable and transferable instruments, and
evidences, as well as to secure the same by mortgages, pledge, deed
of trust, or otherwise.
(c) To have one or more offices, to carry on all or any of
its operations and business, and without restriction or limit as to
amount to purchase or otherwise acquire, hold, own, mortgage, sell,
lease, convey or otherwise dispose of real and personal property of
every class and description.
(d) To enter into, make and perform contracts of any and
every kind with any person, firm, corporation, association,
partnership or body politic.
(e) To own, purchase, lease, or otherwise acquire lands and
real estate, and to sell and develop lands and real estate, and to
equip and operate buildings and structures of every kind and
character for the manufacturing, storing and protection of goods
and properties of every character and kind.
(f) To conduct, promote or engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: AUTHORIZED SHARES. The total number of shares of
stock which the Corporation shall have authority to issue is:
Thirty million (30,000,000) shares of Common Stock,
ten cents ($.10) Par Value per common share.
One million (1,000,000) shares of Preferred Stock,
one dollar ($1.00) Par Value per preferred share.
The Board of Directors of the Corporation is
authorized to provide for the issuance of shares of
Preferred Stock in series and to establish from time
to time the number of shares to be included in each
such series and to fix the designation, powers,
preferences and rights of the shares of each such
series and the qualifications, limitations and
restrictions thereof.
FIFTH: DURATION. The Corporation is to have perpetual
existence.
SIXTH: DIRECTORS.
(a) Number, Election and Terms of Directors. The number of
directors shall be not less than three (3) nor more than fifteen
(15) persons. The exact number of directors of the Corporation
shall be fixed from time to time by the Board of Directors. The
directors shall be classified with respect to the time for which
they severally hold office into three classes, as nearly equal in
number as possible, one class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1991,
another class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1992, and another
class to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1993, with the members of
each class to hold office until their successors are elected and
qualified. At each annual meeting of the stockholders of the
Corporation, the successors to the class of directors whose term
expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third
year following the year of their election. If the number of
directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each
class as nearly equal as possible, but in no case shall a decrease
in the number of directors shorten the term of any incumbent
director.
(b) Manner of Election. Elections of directors need not be
by written ballot unless the Bylaws of the Corporation shall so
provide.
(c) Stockholder Nomination of Director Candidates and Advance
Notice of Matters to Be Brought Before an Annual Meeting. Advance
notice of nominations by stockholders of persons for election to
the Board of Directors and advance notice of matters to be brought
before an annual meeting by shareholders shall be given in the
manner provided in the Bylaws.
(d) Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of
directors and any vacancies in the Board of Directors resulting
from death, resignation, disqualification, removal or other cause
shall be filled solely by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum
of the Board of Directors. Any director elected in accordance with
the proceeding sentence shall hold office for the remainder of the
full term of the class of directors in which the new directorship
was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
(e) Removal of Directors. No director shall be removed from
the Board of Directors by action of the stockholders of the
Corporation during his appointed term other than for cause. For
purposes hereof, cause shall mean final conviction of a felony,
unsound mind, adjudication of bankruptcy, nonacceptance of office,
or conduct prejudicial to the interest of the Corporation.
(f) Scope. The provisions of this Article shall apply only
to the holders of Common Stock. Accordingly, this Article shall in
no way limit or restrict the authority of the Board of Directors to
fix the designation, power, preferences and rights of shares of
Preferred Stock and the qualifications, limitations and
restrictions thereof.
SEVENTH: MEETINGS OF HOLDERS OF COMMON STOCK AND ACTION BY
HOLDERS OF COMMON STOCK WITHOUT A MEETING.
(a) Place of Meetings. Meetings of holders of Common Stock
may be held within or without the State of Delaware, as the Bylaws
may provide.
(b) Special Meetings. Special meetings of the holders of
Common Stock may be called by such person or persons as may be
authorized by the Bylaws.
(c) Stockholder Action. Any action required or permitted by
the General Corporation Law of the State of Delaware to be taken at
a meeting of holders of Common Stock may be taken without a meeting
if one or more written consents, setting forth the action so taken,
shall be signed by all of the holders of Common Stock entitled to
vote with respect to the subject matter thereof. The consents
signed under this provision, taken together, shall have the same
force and effect as a unanimous vote of the holders of Common
Stock.
EIGHTH: LOCATION OF BOOKS AND RECORDS. The books and records
of the Corporation may be kept (subject to any provision contained
in the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors in the Bylaws of the Corporation.
NINTH: BYLAWS. The Board of Directors shall have power to
make, alter, amend and repeal the Bylaws, except so far as Bylaws
adopted by the holders of Common Stock shall otherwise provide.
Notwithstanding the foregoing, Bylaw provisions relating to
informal action by holders of Common Stock without a meeting,
nomination of director candidates by holders of Common Stock,
notice of matters to be brought before an annual meeting by holders
of Common Stock, the number, election and terms of directors
elected by holders of Common Stock, the removal of directors
elected by holders of Common Stock, the filling of vacancies on the
Board of Directors created by an increase in the number of
directors or by the death, resignation, removal or disqualification
of directors elected by the holders of Common Stock, and the manner
of calling and persons authorized to call special meetings of
holders of Common Stock shall not be altered, amended or repealed,
and no provisions inconsistent therewith shall be adopted, without
(i) the approval of a majority of the Disinterested Directors, as
defined in Article ELEVENTH hereof, or (ii) the affirmative vote of
the holders of at least eighty percent (80%) of the votes entitled
to be cast by the holders of Common Stock.
TENTH: FAIR PRICE PROVISION.
(a) Vote Required for Certain Business Combinations.
1. Higher Vote for Certain Business Combinations.
In addition to any affirmative vote required by law or
this Amended and Restated Certificate of Incorporation,
and except as otherwise expressly provided in Section (b)
of this Article,
(A) any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter
defined) with (i) any Interested Stockholder (as
hereinafter defined) or (ii) any other person
(whether or not itself an Interested Stockholder)
which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of
an Interested Stockholder; or
(B) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with
any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the
Corporation or any Subsidiary having an aggregate
Fair Market Value of $10,000,000 or more; or
(C) the issuance or transfer by the
Corporation or any Subsidiary (in one transaction or
a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 or more;
or
(D) the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation
proposed by or on behalf of any Interested
Stockholder or any Affiliate of any Interested
Stockholder; or
(E) the adoption of any plan of share exchange
between the Corporation or any Subsidiary with any
Interested Stockholder or any other person which is,
or after such share exchange would be, an Affiliate
of any Interested Stockholder; or
(F) any reclassification of securities
(including any reverse stock split), or
recapitalization of the Corporation, or any merger
or consolidation of the Corporation with any of its
Subsidiaries or any other transaction (whether or
not with or into or otherwise involving an
Interested Stockholder) which has the effect,
directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of Equity Security (as hereinafter defined) of
the Corporation or any Subsidiary (as hereinafter
defined) or the Corporation or any Subsidiary which
is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested
Stockholder;
shall require the affirmative vote of the holders of at least
eighty percent (80%) of the votes entitled to be cast by the
holders of Common Stock. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or in any agreement with
any national securities exchange or otherwise.
2. Definition of "Business Combination". The term
"Business Combination" used in this Article shall mean
any transaction which is referred to in any one or more
of clauses (A) through (F) of Paragraph 1 of this Section
(a).
(b) When Higher Vote is Not Required. The provisions of
Section (a) of this Article shall not be applicable to any
particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and
any other provision of this Amended and Restated Certificate of
Incorporation, if all of the conditions specified in either of the
following paragraphs 1 and 2 are met:
1. Approval by Disinterested Directors. The
Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter
defined).
2. Price and Procedure Requirements. All of the
following conditions shall have been met:
(A) The aggregate amount of the cash and the
Fair Market Value (as hereinafter defined) as of the
date of the consummation of the Business Combination
of consideration other than cash to be received per
share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of
the following:
(i) (if applicable) the highest per share
price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees)
paid by the Interested Stockholder for any
shares of Common Stock acquired by it (a)
within the two-year period immediately prior to
the first public announcement of the terms of
the proposed Business Combination (the
"Announcement Date") or (b) in the transaction
in which it became an Interested Stockholder,
whichever is higher; and
(ii) the Fair Market Value per share of
Common Stock on the Announcement Date or on the
date on which the Interested Stockholder became
an Interested Stockholder (such latter date is
referred to in this Article as the
"Determination Date"), whichever is higher.
(B) The aggregate amount of the cash and the
Fair Market Value as of the date of the consummation
of the Business Combination of consideration other
than cash to be received per share by holders of
shares of any other class of outstanding stock shall
be at least equal to the highest of the following
(it being intended that the requirements of this
paragraph 2(B) shall be required to be met with
respect to every class of outstanding stock, whether
or not the Interested Stockholder has previously
acquired any shares of a particular class of stock):
(i) (if applicable) the highest per share
price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees)
paid by the Interested Stockholder for any
shares of such class of stock acquired by it
(a) within the two-year period immediately
prior to the Announcement Date or (b) in the
transaction in which it became an Interested
Stockholder, whichever is higher;
(ii) (if applicable) the highest
preferential amount per share to which the
holders of shares of such class of stock are
entitled in the event of any voluntary
liquidation, dissolution or winding up of the
Corporation; and
(iii) the Fair Market Value per share
of such class of stock on the Announcement Date
or on the Determination Date, whichever is
higher.
(C) The consideration to be received by
holders of a particular class of outstanding stock
(including Common Stock) shall be in cash or in the
same form as the Interested Stockholder has previously
paid for shares of such class of stock. If the Interested
Stockholder has paid for shares of any class of
stock with varying forms of consideration, the form
of consideration for such class of stock shall be
either cash or the form used to acquire the largest
number of shares of such class of stock previously
acquired by it. The price determined in accordance
with paragraph 2(A) and 2(B) of this Section (b)
shall be subject to appropriate adjustment in the
event of any stock dividend, stock split,
combination of shares or similar event.
(D) After such Interested Stockholder has
become an Interested Stockholder and prior to the
consummation of such Business Combination: (i)
except as approved by a majority of the
Disinterested Directors, there shall have been no
failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or
not cumulative) on any outstanding stock having
preference over the Common Stock as to dividends or
upon liquidation; (ii) there shall have been (a) no
reduction in the annual rate of dividends paid on
the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved
by a majority of the Disinterested Directors, and
(b) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including
any reverse stock split), recapitalization,
reorganization or any similar transaction which has
the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority
of the Disinterested Directors; and (iii) such
Interested Stockholder shall have not become the
beneficial owner of any additional shares of Common
Stock except as part of the transaction which
results in such Interested Stockholder becoming an
Interested Stockholder.
(E) After such Interested Stockholder has
become an Interested Stockholder, such Interested
Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees,
pledges or other financial assistance or any tax
credits or other tax advantages provided by the
Corporation or any Subsidiary whether in
anticipation of or in connection with such Business
Combination or otherwise.
(F) A proxy or information statement
describing the proposed Business Combination and
complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be
mailed to public stockholders of the Corporation at
least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or
information statement is required to be mailed
pursuant to such Act or subsequent provisions).
(c) Certain Definitions. For the purpose of this Article:
1. A "person" shall mean any individual, firm,
corporation or other entity.
2. "Interested Stockholder" shall mean any person
(other than the Corporation or any Subsidiary) who or
which:
(A) is the beneficial owner, directly or
indirectly, of 5% or more of the voting power of the
outstanding Common Stock; or
(B) is an Affiliate of the Corporation and at
any time within the two-year period immediately
prior to the date in question was the beneficial
owner, directly or indirectly, of 5% or more of the
voting power of the then outstanding Common Stock;
or
(C) is an assignee of or has otherwise
succeeded to any shares of Common Stock which were
at any time within the two-year period immediately
prior to the date in question beneficially owned by
any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving
a public offering within the meaning of the
Securities Act of 1933, as amended.
3. A person shall be a "beneficial owner" of any
Common Stock:
(A) which such person or any of its Affiliates
or Associates (as hereinafter defined) beneficially
owns directly or indirectly; or
(B) which such person or any of its Affiliates
or Associates has (i) the right to acquire (whether
such right is exercisable immediately or only after
the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or
understanding; or
(C) which are beneficially owned, directly or
indirectly, by any other person with which such
person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing
of any shares of Common Stock.
4. For the purpose of determining whether a person is
an Interested Stockholder pursuant to paragraph 2 of this
Section (c), the number of shares of Common Stock deemed to
be outstanding shall include shares deemed owned through
application of paragraph 3 of this Section (c) but shall
not include any other shares of Common Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
5. "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on January 1, 1990.
6. "Disinterested Director" means any member of
the Board of Directors who is unaffiliated with the
Interested Stockholder and was a member of the Board of
Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any
successor of a Disinterested Director who is unaffiliated
with the Interested Stockholder and is recommended to
succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.
7. "Equity Security" shall have the meaning
ascribed to such term in Section 3(A)(11) of the
Securities Exchange Act of 1934, as in effect on January
1, 1990.
8. "Fair Market Value" means: (A) in the case of
stock, the highest closing sale price during the 30-day
period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of
1934, as amended, on which such stock is listed, or, if
such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of
such stock during the 30-day period preceding the date in
question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system
then in use, or if no such quotations are available, the
fair market value on the date in question of a share of
such stock as determined by a majority of the
Disinterested Directors in good faith; and (B) in the
case of property other than cash or stock, the fair
market value of such property on the date in question as
determined by a majority of the Disinterested Directors
in good faith.
9. "Subsidiary" means any corporation of which a
majority of any class of Equity Security is owned,
directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of
Interested Stockholder set forth in paragraph 2 of this
Section (c), the term "Subsidiary" shall mean only a
corporation of which a majority of each class of Equity
Security is owned, directly or indirectly, by the Corporation.
10. In the event of any Business Combination in
which the Corporation survives, the phrase "consideration
other than cash to be received" as used in paragraphs
2(A) and (B) of section (b) of this Article EIGHTH shall
include the shares of Common Stock and/or the shares of
any other class of outstanding stock retained by the
holders of such shares.
(d) Powers of the Board of Directors. A majority of the
Directors shall have the power and duty to determine for the
purposes of this Article, on the basis of information known to them
after reasonable inquiry, (1) whether a person is an Interested
Stockholder, (2) the number of shares of Common Stock beneficially
owned by any person, (3) whether a person is an Affiliate or
Associate of another, (4) whether the assets which are the subject
of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $10,000,000 or more. A majority of
the Directors shall have the further power to interpret all of the
terms and provisions of this Article.
(e) No Effect on Fiduciary Obligations of Interested
Shareholders. Nothing contained in this Article shall be construed
to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
ELEVENTH: STOCKHOLDER VOTE ON EXTRAORDINARY MATTERS. Any
merger or consolidation of the Corporation with any other person,
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Corporation of its property or assets, and any
dissolution or liquidation of the Corporation or revocation thereof
that the General Corporation Law of the State of Delaware requires
be approved by the holders of Common Stock must be approved by the
affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the votes entitled to be cast by
the holders of Common Stock.
TWELFTH: LIMITATION OF DIRECTOR LIABILITY.
(a) To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended, a director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
(b) Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
THIRTEENTH: INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES. Any person who was or is a party or is threatened to be
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including any action or suit by or in the right of
the Corporation to procure a judgment in its favor) by reason of
the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the corporation, if, as and to the extent
authorized by the laws of the State of Delaware, against expenses
(including the attorneys' fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him, in connection
with the defense or settlement of such action, suit, investigation
or proceeding. The indemnification expressly provided by statute
in a specific case shall not be deemed exclusive of any other
rights to which any person indemnified may be entitled under any
lawful agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
FOURTEENTH: AMENDMENTS. From time to time any of the
provisions of this Amended and Restated Certificate of
Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted by the affirmative vote of
the holders of at least a majority of the votes entitled to be cast
by the holders of the outstanding stock of the Corporation entitled
to vote thereon; provided, however, the affirmative vote of the
holders of at least eighty percent (80%) of the votes entitled to
be cast by the holders of Common Stock shall be required to alter,
amend, repeal, or adopt any provision inconsistent with Articles
SIXTH, SEVENTH, NINTH, TENTH and FOURTEENTH hereof.
The above Amended and Restated Certificate of Incorporation
was adopted and approved by the Board of Directors of the
Corporation on the 26th day of October, 1994 and by the
stockholders of the Corporation, in the manner and by the vote
prescribed by Section 242 of the General Corporation Law of the
State of Delaware, this 15th day of December, 1994.
/s/ Charles D. Morgan, Jr.
--------------------------------
Charles D. Morgan, Jr.,
Chairman of the Board, CEO and
President
ATTEST:
/s/ Catherine L. Hughes
------------------------------
Catherine L. Hughes, Secretary
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
BE IT REMEMBERED that on this 15th day of December, 1994,
personally came before me, a Notary Public for the State and county
aforesaid, Charles D. Morgan, Jr., as Chairman, CEO and President
and Catherine L. Hughes, as Secretary, respectively, of Acxiom
Corporation, known to me personally to be such, and acknowledged
the said Amended and Restated Certificate of Incorporation to be
their act and deed and that the facts stated therein are true and
correct.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ Kelley Rogers
--------------------------------
Notary Public
My Commission Expires:
July, 1996
---------------------
EXHIBIT 10(g)
Executive Annual Incentive Plan - Fiscal 1996
For purposes of the fiscal 1996 executive incentive plan,
"eligible associates" will include those members of Acxiom's
Executive Team (EOC members, corporate officers, business unit
executives, business development executives and other non-officer
executives).
The objective of the fiscal 1996 executive incentive plan is to
design a compensation program which will reflect the executives'
responsibility, provide compensation that is both equitable and
competitive, and which will:
Align the executives' interests with shareholders'/investors'
interests;
Motivate executives to achieve the highest level of
performance;
Retain key executives by linking executive compensation to
company performance; and
Attract the best executives through competitive, growth-
oriented plans.
Target annual incentives for fiscal 1996 are based on a
percentage of base salary as follows:
EOC Members - 62.5% of base salary, representing 25% of total
compensation
Corporate Officers - 50% of base salary, representing 25% of
total compensation
Business Unit/Development Executives and other Corporate
Executives (non-officers) - 33% of base salary, representing
20% of total compensation
Performance measures will be determined on an annual basis, but
will incorporate such measures as:
Corporate Gate:
. Earnings per share target must be made before the
incentive plan is funded
Corporate Goals:
. Earnings per share
. Economic Value Added (EVA)
Unit Financial Goals:
. Business Unit financial contribution
Customer Satisfaction and Associate Satisfaction
EXHIBIT 13
(This page and the following five (5) pages correspond to pages 27-30
of the Company's Annual Report.)
Selected Financial Data
Years Ended March 31, 1995 1994 1993 1992 1991
Earnings Statement
Data:
Revenue $202,448 151,669 115,827 90,905 97,714
Net Earnings $ 12,405 8,397 6,230 2,143 3,843
Earnings per share $ .54 .38 .30 .11 .20
Average shares
outstanding 22,943 21,840 20,768 19,056 19,548
March 31, 1995 1994 1993 1992 1991
Balance Sheet Data:
Current assets $ 43,517 35,857 36,027 29,902 28,966
Current liabilities $ 24,964 12,895 14,938 12,474 13,687
Total assets $ 148,170 123,378 112,841 87,380 90,427
Long-term debt,
excluding current
installments $ 18,219 34,992 33,237 22,994 28,600
Redeemable common
stock -- 7,692 7,222 -- --
Stockholders' equity $ 97,177 61,896 52,171 47,424 44,356
(In thousands, except per share data. Per share data are restated to
reflect two-for-one stock splits in both fiscal 1995 and 1993.)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
In 1995, the Company recorded the highest annual revenues, net income and
earnings per share in its history.
The following table presents the revenue distribution by customer
industry for each of the three years in the period ended March 31, 1995:
1995 1994 1993
Insurance 30% 16% 5%
Financial Services 24 20 19
Direct Marketing 22 25 32
Information & Communication Services 16 16 15
Media/Publishing 8 10 12
Other - 13 17
--- --- ---
100% 100% 100%
=== === ===
Consolidated revenues were a record $202.4 million in 1995, a 33%
increase from 1994 after increasing 31% from 1993 to 1994. Of the $50.8
million increase, $36.4 million related to the insurance industry
attributable largely to the Allstate Insurance Company ("Allstate") data
management agreement which increased $34.3 million during the year to
$53.4 million. Financial services grew $18.3 million reflecting the
strong activity in credit card marketing. Revenues in other industries
increased $15.7 million. Partially offsetting these increases, other
revenues decreased $20.1 million as a result of the disposal of Acxiom
Mailing Services in the prior year and the disposal of certain assets of
the U.S. and U.K. operations of BSA in the current year.
Consolidated revenues grew $35.8 million from 1993 to 1994 which was
attributable to revenue increases in the insurance segment (an $18.5
million increase) primarily related to ramping up the Allstate agreement
signed in September, 1992, the financial services segment (an $8.3
million increase) resulting from strong credit card marketing activity
and the information and communication segment (a $6.9 million increase)
principally due to the Trans Union data center management agreement which
was effective for only seven months in 1993.
In 1995 and 1994, the Company had two customers who accounted for
more than 10% of revenue. Allstate accounted for 26.4% and 12.6% in 1995
and 1994, respectively, and Trans Union Corporation ("Trans Union")
accounted for 12.6% and 13.6% in 1995 and 1994, respectively. No
customers accounted for more than 10% of revenue in 1993. Trans Union
has elected to extend the data center management agreement from its
initial term of 2/ years to its full term of 10 years. The term of the
Allstate agreement is five years. The Company does not have any reason
to believe that either of these customers will not continue to do
business with the Company.
Acxiom U.K., the Company's remaining United Kingdom business unit,
provides services to the United Kingdom market which are similar to the
traditional direct marketing industry services the Company provides in
the United States. In addition, Acxiom U.K. also provides promotional
materials handling and fulfillment services to U.K. customers. These
revenues were flat from 1994. Most of the Company's exposure to exchange
rate fluctuation is due to translation gains and losses as there are no
material transactions which cause exchange rate impact. The U.K.
operation generally funds its own operations and capital expenditures,
although the Company occasionally advances funds from the U.S. to the
U.K. These advances are considered to be long-term investments, and any
gain or loss resulting from changes in exchange rates as well as gains or
losses resulting from translating the financial statements into U.S.
dollars are accumulated in a separate component of stockholders' equity.
There are no restrictions on transfers of funds from the U.K.
As noted in footnote 12 to the consolidated financial statements,
the Company's United Kingdom operations have sustained losses in each of
the past three years. The losses in both 1995 and 1994 resulted from the
BSA U.K. operation which sold catalog fulfillment software. This
operation was sold in 1995. The remaining U.K. operations in London and
Sunderland, England reported stronger results for the third successive
year in 1995, with improvement in both profits and cash flow.
The following table presents operating expenses for the three years
in the period ended March 31, 1995 (in millions):
1995 1994 1993 1994 to 1993 to
1995 1994
Salaries and benefits $ 67.3 $ 65.9 $ 57.8 +2% +14%
Computer, communications
and other equipment 28.3 27.3 22.6 +4 +21
Data costs 60.0 17.4 1.1 +245 +1482
Other operating costs
and expenses 23.8 25.8 22.6 -8 +14
----- ----- ----- --- ----
$179.4 $136.4 $104.1 +32% +31%
===== ===== ===== === ====
Salaries and benefits for 1994 to 1995 have increased 2% resulting from
increased headcount associated with growth in the core U.S. operations
largely offset by decreases in headcount resulting from the disposal of
the units noted earlier. The 14% increase from 1993 to 1994 was largely
attributable to growth in the U.S. business and the inclusion of Trans
Union for a full year in 1994.
Computer, communications and other equipment increased 4% from 1994
to 1995 primarily due to an increase in depreciation on computers for the
core operations, again partially offset by the decrease in these costs
for the units disposed of. The 21% increase from 1993 to 1994 relates to
additional depreciation on computer equipment required to support the
growth in the U.S. business combined with the impact of including the
Trans Union facilities management agreement for the full year in fiscal
1994.
Data costs grew $42.6 million from 1994 to 1995 as a result of the
growth in the Allstate revenue noted earlier combined with the data costs
associated with InfoBase revenues. Effective October 1, 1994, the
Company purchased the remaining 50% partnership interest in InfoBase not
previously owned. Accordingly, InfoBase results are now consolidated
with the Company's results. The $16.3 million increase in data costs
from 1993 to 1994 reflects the ramp-up of the Allstate agreement which
was signed in September, 1992.
Other operating costs and expenses decreased 8% from 1994 to 1995
primarily due to the effect of the decrease in costs of hardware sales
associated with BSA, which was sold in 1995. The 14% increase from 1993
to 1994 reflects higher cost of hardware sales in 1994 combined with
higher expenses associated with the inclusion of Trans Union results for
a full year in 1994 compared to seven months in 1993 as well as increased
operating activities.
Income from operations was a record $23.1 million, a 51% increase
from 1994. Income from operations in 1994 increased 31% over 1993. The
operating margin increased to 11.4% in 1995 from 10.1% in 1994 and 1993.
Other expense of $3.0 million in 1995 increased 63% from 1994. The
equity in operations for the InfoBase partnership in the first half of
1995 (prior to the purchase of the remaining half interest in the
partnership) was a loss of $259,000 compared to income of $811,000 in
1994. In addition, amortization of the excess of costs over fair value
of net assets acquired increased $246,000 in 1995 due to the InfoBase
purchase. Other expense in 1995 also included $500,000 for the estimated
cost of disposal of certain assets of the U.S. operation of BSA.
Interest expense decreased 14% in 1995 compared to 1994, due to decreased
levels of debt. Other expense in 1994 increased 20% over 1993 due to
higher interest expense associated with increased levels of debt.
The Company's effective tax rate was 38%, 37% and 39% for 1995, 1994
and 1993 respectively. In each year, the effective rate exceeded the
statutory U.S. federal tax rate primarily because of state income taxes
which were partially offset by research and development credits. The
Company expects the effective tax rate to remain in the 37-39% range for
the next fiscal year.
Software and research and development spending was $8.1 million in
1995 compared to $7.6 million in 1994 and $7.5 million in 1993.
Capital Resources and Liquidity
Working capital at March 31, 1995 totaled $18.6 million compared to $23.0
million a year earlier. At March 31, 1995 the Company had available
credit lines of $31.0 million of which none was outstanding. The
Company's debt-to-capital (capital defined as long-term debt plus
redeemable common stock plus stockholders' equity) was 16% at March 31,
1995 compared to 33% at March 31, 1994. Total stockholders' equity
increased 57% from the prior year to $97.2 million at March 31, 1995.
The increase included reclassifying the redeemable common stock to
stockholders' equity, and the sale of stock during the year totaling
$12.9 million.
Cash provided by operating activities was a record $36.9 million for
1995 compared to $24.6 million for 1994 and $14.0 million for 1993. In
1995, $27.1 million was used by investing activities and $7.2 million was
used in financing activities. Investing activities in 1995 included the
acquisition of the remaining 50% interest in the InfoBase partnership for
$7.3 million (net of cash acquired) and capital expenditures of $24.4
million, compared to $27.3 million in 1994 and $28.8 million in 1993.
Capital expenditures of $9.0 million, $15.9 million, and $16.0 million in
1995, 1994, and 1993 respectively, relate to assets acquired under the
data center management agreement with Trans Union. Investing activities
in 1995 also included proceeds of $5.7 million from sales of assets,
primarily from the sale of substantially all the assets of Acxiom Mailing
Services and the U.S. operations of BSA. Financing activities included
payments on debt of $20.1 million, partially offset by sales of stock of
$12.9 million.
On August 31, 1994, the Company announced the extension of its data
center management agreement with Trans Union Corporation which will carry
the contract through August, 2002, its full term of ten years. As part
of the extension agreement, Trans Union agreed to give up its right to
cause the Company to repurchase the 960,000 shares of common stock then
held by Trans Union. At the same time, the Company gave up its right to
call the stock. Accordingly, the $7.9 million carrying value of the
redeemable common stock has been transferred to stockholders' equity.
The Company also announced on August 31, 1994, an agreement to sell
Trans Union an additional 1,000,000 shares of newly issued common stock.
This sale was completed during the third quarter, with the Company
receiving sales proceeds of approximately $12 million.
As noted in footnote 8 to the consolidated financial statements, the
Company has purchased the remaining one-half interest in the InfoBase
Services partnership owned by ADVO, Inc. The Company paid $9 million in
cash, and also agreed to provide ADVO with service discounts over the
next four years totaling at least $2.6 million. If the service discounts
do not aggregate at least $2.6 million, the shortfall will be paid in
cash.
The Company is building a new 100,000 square foot customer service
building on the main campus in Conway, Arkansas and is expanding its
Conway data center to accommodate increasing data processing
requirements. The data center expansion is expected to cost $4 million
and will be completed in the first quarter of fiscal 1996. The new
customer service facility is expected to cost $8 million and will be
ready for occupancy in the third quarter of fiscal 1996. The Company
plans to fund both projects through current operations and existing
credit lines.
While the Company does not have any other material contractual
commitments for capital expenditures, additional investments in
facilities and computer equipment will continue to be necessary to
support the anticipated growth of the business. In addition, new
outsourcing or facilities management contracts frequently require
substantial up-front capital expenditures in order to acquire 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 capacity
to raise capital which could be used to support future growth.
Other Information
As discussed more fully in footnote 14 of the consolidated financial
statements, the Company sold certain assets of its BSA subsidiary in 1995
and sold substantially all of the assets of its Acxiom Mailing Services
subsidiary in 1994. Neither transaction had a significant financial
impact. The impact on operations in future years is expected to be
positive, as neither of these business units contributed positive
earnings prior to their disposal.
The Company has adopted a comprehensive privacy policy which
includes recognition of consumers' rights to control the dissemination of
information about themselves, the Company's commitment to strict data
security to avoid unauthorized disclosures and support for programs which
consumers can use to opt out of unrequested solicitations. The Company
is taking the lead in exploring industry self-regulation that might
preempt, or be used as a model for, any national policy mandated by
Congress.
Seasonality and Inflation
Although the Company cannot accurately determine the amounts attributable
thereto, the Company has been affected by inflation through increased
costs of compensation and other operating expenses. Generally, the
effects of inflation are offset by technological advances, economies of
scale and other operational efficiencies. The Company has established a
pricing policy for long-term contracts which provides for the effects of
expected increases resulting from inflation.
The Company's operations have not proven to be significantly
seasonal, although the Company's traditional direct marketing operations
experience slightly higher revenues in the Company's second and third
quarters. In order to minimize the impact of these fluctuations, the
Company continues to move towards long-term strategic partnerships with
more predictable revenues.
(This page and the following twenty-one (21) pages correspond to pages
31-47 of the Company's Annual Report.)
Consolidated Balance Sheets
March 31, 1995 and 1994
Assets
1995 1994
Current assets:
Cash and short-term cash investments $ 3,149,000 475,000
Trade accounts receivable, net 37,764,000 28,204,000
Refundable income taxes - 923,000
Other current assets (notes 7 and 14) 2,604,000 6,255,000
---------- ----------
Total current assets 43,517,000 35,857,000
Property and equipment, net of accumulated
depreciation and amortization (notes 3, 4
and 5) 67,419,000 59,697,000
Software, net of accumulated amortization of
$6,601,000 in 1995 and $4,355,000 in 1994
(note 2) 9,693,000 5,113,000
Excess of cost over fair value of net assets
acquired, net of accumulated amortization
of $1,673,000 in 1995 and $1,260,000 in
1994 (note 8) 9,638,000 2,716,000
Investment in and advances to joint venture
(note 8) - 3,974,000
Other assets (notes 10 and 14) 17,903,000 16,021,000
----------- -----------
$ 148,170,000 123,378,000
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Short-term notes payable (note 4) - 500,000
Current installments of long-term debt
(note 4) 3,564,000 3,046,000
Trade accounts payable 8,342,000 3,006,000
Accrued expenses:
Interest 522,000 609,000
Payroll and payroll related 5,280,000 2,073,000
Other 7,055,000 3,315,000
Advances from customers 162,000 346,000
Income taxes 39,000 -
---------- ----------
Total current liabilities 24,964,000 12,895,000
---------- ----------
Long-term debt, excluding current
installments (note 4) 18,219,000 34,992,000
Deferred income taxes (note 7) 7,138,000 5,734,000
Deferred revenue 672,000 169,000
Redeemable common stock (note 10) - 7,692,000
Stockholders' equity (notes 6 and 10):
Preferred stock - -
Common stock 2,308,000 2,097,000
Additional paid-in capital 46,493,000 24,624,000
Retained earnings 50,776,000 38,562,000
Foreign currency translation adjustment 7,000 (818,000)
Treasury stock, at cost (2,407,000) (2,569,000)
---------- ----------
Total stockholders' equity 97,177,000 61,896,000
Commitments and contingencies (notes 4, 5,
8, 9, 10 and 13) ----------- -----------
$ 148,170,000 123,378,000
=========== ===========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Earnings
Years ended March 31, 1995, 1994 and 1993
1995 1994 1993
Revenue (notes 8, 10 and 11) $ 202,448,000 151,669,000 115,827,000
Operating costs and expenses:
Salaries and benefits 67,287,000 65,924,000 57,796,000
Computer, communications and
and other equipment 28,330,000 27,284,000 22,580,000
Data costs 59,963,000 17,356,000 1,103,000
Other operating costs and
expenses 23,803,000 25,841,000 22,654,000
----------- ----------- -----------
Total operating costs
and expenses 179,383,000 136,405,000 104,133,000
----------- ----------- -----------
Income from operations 23,065,000 15,264,000 11,694,000
----------- ----------- -----------
Other income (expense):
Interest expense (2,388,000) (2,770,000) (2,429,000)
Other, net (note 8) (602,000) 939,000 903,000
----------- ----------- -----------
(2,990,000) (1,831,000) (1,526,000)
----------- ----------- -----------
Earnings before income taxes 20,075,000 13,433,000 10,168,000
Income taxes (note 7) 7,670,000 5,036,000 3,938,000
----------- ----------- -----------
Net earnings $ 12,405,000 8,397,000 6,230,000
=========== =========== ===========
Earnings per share $ .54 .38 .30
=== === ===
Weighted average shares
outstanding 22,943,000 21,840,000 20,768,000
=========== =========== ============
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Years ended March 31, 1995, 1994 and 1993
1995 1994 1993
Cash flows from operating
activities:
Net earnings $ 12,405,000 8,397,000 6,230,000
Non-cash operating
activities:
Depreciation and
amortization 19,566,000 19,397,000 16,083,000
Loss (gain) on disposal
of assets 114,000 44,000 (248,000)
Equity in operations of
joint venture (note 8) 259,000 (811,000) (511,000)
Deferred taxes 319,000 1,492,000 1,215,000
Other, net 1,803,000 787,000 401,000
Changes in operating assets
and liabilities:
Accounts receivable (8,271,000) (5,661,000) (8,920,000)
Other assets 60,000 2,282,000 (3,228,000)
Accounts payable and other
liabilities 10,692,000 (1,337,000) 2,969,000
---------- ---------- ----------
Net cash provided by
operating activities 36,947,000 24,590,000 13,991,000
---------- ---------- ----------
Cash flows from investing
activities:
Sale of equipment and assets
held for sale 87,000 118,000 1,522,000
Cash received on
dispositions (note 14) 5,630,000 - -
Development of software (1,084,000) (1,718,000) (764,000)
Capital expenditures (24,417,000) (27,325,000) (28,787,000)
Advances to joint venture - (616,000) (876,000)
Net cash paid in acquisition
of joint venture (7,290,000) - -
Net cash included in
disposition (note 14) - (1,471,000) -
---------- ---------- ----------
Net cash used by
investing activities (27,074,000) (31,012,000) (28,905,000)
---------- ---------- ----------
Cash flows from financing
activities:
Proceeds from current and
long-term debt - 5,442,000 10,774,000
Payments of current and
long-term debt (20,147,000) (1,446,000) (1,283,000)
Sale of common stock 12,948,000 1,441,000 2,523,000
Purchase of treasury stock - (20,000) (1,212,000)
---------- ---------- ----------
Net cash provided
(used) by financing
activities (7,199,000) 5,417,000 10,802,000
---------- ---------- ----------
Effect of exchange rate
changes on cash - 1,000 (107,000)
---------- ---------- ----------
Net increase (decrease)
in cash and short-term
cash investments 2,674,000 (1,004,000) (4,219,000)
Cash and short-term cash
investments at beginning of
year 475,000 1,479,000 5,698,000
---------- ---------- ----------
Cash and short-term cash
investments at end of year $ 3,149,000 475,000 1,479,000
========== ========== ==========
Supplemental cash flow
information:
Noncash investing and
financing activities:
Capital lease obligations
incurred $ 566,000 500,000 223,000
Noncash proceeds from
disposition (note 14) - 12,672,000 -
Redeemable common stock,
warrants, and purchase
liability issued in asset
acquisition (note 10) 536,000 - 5,660,000
Cash paid during the year for:
Interest 2,475,000 2,845,000 2,221,000
Income taxes 6,137,000 3,128,000 2,676,000
========== ========== ==========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Stockholders' Equity
Years ended March 31, 1995, 1994 and 1993
Common stock
------------------------ Additional
Number of paid-in
shares Amount capital
Balances at March 31, 1992 19,768,980 $1,977,000 19,436,000
Sale of common stock 802,660 80,000 2,443,000
Issuance of common stock
warrants (note 10) - - 135,000
Tax benefit of stock
options exercised - - 701,000
Purchase of treasury stock - - -
Issuance of treasury stock
for employee awards - - -
Accretion on redeemable
common stock (note 10) - - -
Translation adjustment - - -
Net earnings - - -
---------- --------- ----------
Balances at March 31, 1993 20,571,640 2,057,000 22,715,000
Sale of common stock 400,424 40,000 1,401,000
Tax benefit of stock
options exercised - - 483,000
Purchase of treasury stock - - -
Issuance of treasury stock
for employee awards - - 9,000
Issuance of treasury stock
to retirement savings
plan - - 16,000
Accretion on redeemable
common stock (note 10) - - -
Translation adjustment - - -
Net earnings - - -
---------- --------- ----------
Balances at March 31, 1994 20,972,064 2,097,000 24,624,000
Sale of common stock
(note 6) 1,144,227 115,000 12,833,000
Tax benefit of stock
options exercised - - 252,000
Issuance of common stock
warrants (note 10) - - 536,000
Issuance of treasury stock
to retirement savings
plan - - 461,000
Transfer redeemable common
stock to stockholders'
equity (note 10) 960,000 96,000 7,787,000
Accretion on redeemable
common stock (note 10) - - -
Translation adjustment - - -
Net earnings - - -
---------- --------- ----------
Balances at March 31, 1995 23,076,291 $2,308,000 46,493,000
========== ========== ==========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Stockholders' Equity
Years ended March 31, 1995, 1994 and 1993
Foreign Total
currency Treasury Stock stock-
trans- holders'
Retained lation Number of equity
earnings adjustment shares Amount (note 6)
Balances at March
31, 1992 26,592,000 792,000 (416,488) $(1,373,000) 47,424,000
Sale of common stock - - - - 2,523,000
Issuance of common
stock warrants
(note 10) - - - - 135,000
Tax benefit of stock
options exercised - - - - 701,000
Purchase of treasury
stock - - (296,908) (1,212,000) (1,212,000)
Issuance of treasury
stock for employee
awards - - 4,948 17,000 17,000
Accretion on
redeemable common
stock (note 10) (2,187,000) - - - (2,187,000)
Translation
adjustment - (1,460,000) - - (1,460,000)
Net earnings 6,230,000 - - - 6,230,000
---------- --------- -------- --------- ----------
Balances at March 31,
1993 30,635,000 (668,000)(708,448) (2,568,000) 52,171,000
Sale of common stock - - - - 1,441,000
Tax benefit of stock
options exercised - - - - 483,000
Purchase of treasury
stock - - (2,156) (20,000) (20,000)
Issuance of treasury
stock for employee
awards - - 1,700 6,000 15,000
Issuance of treasury
stock to retirement
savings plan - - 3,372 13,000 29,000
Accretion on
redeemable common
stock (note 10) (470,000) - - - (470,000)
Translation
adjustment - (150,000) - - (150,000)
Net earnings 8,397,000 - - - 8,397,000
---------- -------- ------- --------- ----------
Balances at March 31,
1994 38,562,000 (818,000)(705,532) (2,569,000) 61,896,000
Sale of common stock
(note 6) - - - - 12,948,000
Tax benefit of stock
options exercised - - - - 252,000
Issuance of common
stock warrants
(note 10) - - - - 536,000
Issuance of treasury
stock to retirement
savings plan - - 49,747 162,000 623,000
Transfer redeemable
common stock to
stockholders'
equity (note 10) - - - - 7,883,000
Accretion on
redeemable common
stock (note 10) (191,000) - - - (191,000)
Translation
adjustment - 825,000 - - 825,000
Net earnings 12,405,000 - - - 12,405,000
---------- -------- ------- --------- ----------
Balances at March 31,
1995 50,776,000 7,000 (655,785) $(2,407,000) 97,177,000
========== ======= ======== ========== =========
Notes to Consolidated Financial Statements
March 31, 1995, 1994 and 1993
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
The Company provides information management technology and other
related services, primarily for marketing applications. Operating units
of the Company provide list processing services, data warehouse services,
data and information products, and outsourcing and facilities management
services in both the United States (U.S.) and United Kingdom (U.K.).
(b) Consolidation Policy
The consolidated financial statements include the accounts of Acxiom
Corporation and its subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation. Prior to October
1, 1994 the Company carried its 50% interest in InfoBase Services
("InfoBase") on the equity method (see note 8).
(c) Revenue Recognition
Revenues from the production of direct marketing lists are
recognized when shipped. Revenues from data processing and outsourcing
and facilities management services are recognized when the services are
performed. Revenues from software licenses are recognized primarily when
the software is installed or when the Company fulfills its obligations
under the sales contract. The Company recognizes revenue from long-term
contracts involving significant production, modification, or
customization of software using the percentage-of-completion method,
based on performance milestones specified in the contract where such
milestones fairly reflect progress toward contract completion. In other
instances, progress toward completion is based on individual contract
costs incurred to date compared with total estimated contract costs.
Revenues associated with the promotional fulfillment service are recog-
nized based on usage of the service. Billed but unearned portions of
revenues are reported as deferred revenues.
(d) Accounts Receivable
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade receivables.
All of the Company's receivables are from a large number of customers
located throughout the U.S. and U.K. Accordingly, the Company's credit
risk is affected by general economic conditions. Although the Company
has several large individual customers, concentrations of credit risk are
limited because of the diversity of the Company's customers.
Trade accounts receivable are presented net of allowances for
doubtful accounts and credits of $2,143,000 and $1,086,000 in 1995 and
1994, respectively.
(e) Property and Equipment
Property and equipment are stated at cost. Depreciation and
amortization are calculated on the straight-line method over the
estimated useful lives of the assets as follows:
Estimated useful lives
Buildings and improvements 5 - 30 years
Office furniture and equipment 3 - 10 years
Data processing equipment 2 - 10 years
Gains or losses resulting from sales or retirements are recorded as
incurred, at which time related costs and accumulated depreciation are
removed from the accounts. Maintenance and repairs are charged to
expense as incurred. Property held under capitalized lease arrangements
is included in property and equipment, and the associated liabilities are
included with long-term debt. Property and equipment taken out of
service and held for sale is recorded at net realizable value and
depreciation is ceased.
(f) Software and Research and Development Costs
Capitalized and purchased software costs are amortized on a
straight-line basis over the remaining estimated economic life of the
product, or the amortization that would be recorded by using the ratio of
gross revenues for a product to total current and anticipated future
gross revenues for that product, whichever is greater. Research and
development costs incurred prior to establishing technological feasi-
bility of software products are charged to operations as incurred.
(g) Excess of Cost Over Fair Value of Net Assets Acquired
The excess of acquisition costs over the fair values of net assets
acquired in business combinations treated as purchase transactions
(goodwill) are being amortized on a straight-line basis over 15 to 25
years from acquisition dates. The Company periodically evaluates the
existence of goodwill impairment on the basis of whether the goodwill is
fully recoverable from the projected, undiscounted net cash flows of the
related business unit.
(h) Income Taxes
The Company and its domestic subsidiaries file a consolidated
Federal income tax return. The Company's foreign subsidiaries file a
combined income tax return in the United Kingdom.
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.
(i) Foreign Currency Translation
The balance sheets of the Company's foreign subsidiaries are
translated at year-end rates of exchange, and the statements of earnings
are translated at the weighted average exchange rate for the period.
Gains or losses resulting from translating foreign currency financial
statements are accumulated in a separate component of stockholders'
equity.
(j) Earnings Per Share
Earnings per share computations are based upon the weighted average
number of shares outstanding as adjusted for the two-for-one stock splits
described in note 6. The weighted average number of shares outstanding
includes redeemable common shares and the dilutive effect of stock
options and warrants which are considered common stock equivalents (see
note 10).
(k) Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
highly liquid, short-term investments with original maturities of three
months or less when acquired to be cash equivalents.
(2) Software and Research and Development Costs
The Company recorded amortization expense related to internally developed
and purchased computer software of $2,246,000, $1,232,000, and $1,240,000
in 1995, 1994 and 1993, respectively. Additionally, research and
development costs of $7,020,000, $5,912,000, and $6,757,000 were charged
to operations during 1995, 1994 and 1993, respectively.
(3) Property and Equipment
Property and equipment are summarized as follows:
1995 1994
Land $ 1,214,000 1,208,000
Buildings and improvements 37,819,000 31,685,000
Office furniture and equipment 8,288,000 7,821,000
Data processing equipment 76,000,000 62,112,000
----------- -----------
123,321,000 102,826,000
Less accumulated depreciation and
amortization 55,902,000 43,129,000
----------- -----------
$ 67,419,000 59,697,000
=========== ===========
(4) Long-Term Debt
Long-term debt consists of the following:
1995 1994
9.75% Senior Notes, due May 1, 2000,
payable in annual installments of
$2,143,000 each May 1; interest is
payable semiannually $ 12,857,000 15,000,000
Unsecured revolving credit agreement - 15,713,000
8.94% note payable due in monthly
installments of principal and interest
of $50,000 with remaining balance due
June 30, 1997; collateralized by real
estate 4,475,000 4,670,000
Other notes and capital lease obligations
payable (notes 5 and 8) 4,451,000 2,655,000
---------- ----------
Total long-term debt 21,783,000 38,038,000
Less current installments 3,564,000 3,046,000
---------- ----------
Long-term debt, excluding current
installments $ 18,219,000 34,992,000
========== ==========
The unsecured credit agreement provides for revolving loans in
amounts of up to $30,000,000. The terms of the credit agreement provide
for interest at the prime rate (or, at the Company's option, at other
alternative market rates). The agreement requires a commitment fee equal
to 3/16 of 1% on the average unused portion of the loan. The credit
agreement expires on August 31, 1996. The Company also has another
unsecured line of credit amounting to $1,000,000, of which none was
outstanding at March 31, 1995. The other unsecured line expires in June
1995 and bears interest at prime minus 1/2 of 1%.
Under the terms of certain of the above borrowings, the Company is
required to maintain certain tangible net worth levels and working
capital, debt to equity and debt service coverage ratios. The aggregate
maturities of long-term debt for the five years ending March 31, 2000 are
as follows: 1996, $3,564,000; 1997, $3,672,000; 1998, $7,549,000; 1999,
$2,630,000; and 2000, $2,225,000.
(5) Leases
The Company leases data processing equipment, office furniture and
equipment, land and office space under noncancellable operating leases
and capital leases. Total property and accumulated amortization held
under capital leases amount to $2,189,000 and $1,604,000, respectively,
at March 31, 1995. Amortization of property held under capital leases
is included in depreciation expense. Future minimum lease payments under
noncancellable operating leases and capital leases as of March 31, 1995
are as follows:
Capital Operating
leases leases
Year ending March 31:
1996 $ 176,000 1,720,000
1997 129,000 1,334,000
1998 126,000 948,000
1999 126,000 719,000
2000 84,000 699,000
Thereafter (through 2039) - 4,841,000
------- =========
Total capital lease payments 641,000
Less amount representing interest (66,000)
-------
Present value of minimum capital lease
payments (note 4) 575,000
Less current installments of obligations
under capital leases (134,000)
-------
Obligations under capital leases,
excluding current installments $ 441,000
=======
Total rental expense each year on operating leases was as follows:
1995 1994 1993
Gross rentals (note 8) $ 2,169,000 2,116,000 2,405,000
Sublease rentals 76,000 154,000 97,000
--------- --------- ---------
$ 2,093,000 1,962,000 2,308,000
========= ========= =========
(6) Stockholders' Equity
On November 4, 1992 the Company's Board of Directors declared a two-for-
one stock split of its common stock, effected in the form of a stock
dividend, which was distributed on November 30, 1992 to shareholders of
record on November 16, 1992. On October 26, 1994 the Board of Directors
declared an additional two-for-one stock split, effected in the form of a
stock dividend, which was distributed on January 10, 1995 to shareholders
of record on December 27, 1994. All share and per share data in the
financial statements have been restated to give effect to the stock
splits. Additionally, during the year ended March 31, 1995, the Company
sold 1,000,000 shares of newly-issued common stock to Trans Union
Corporation for approximately $12,000,000.
The Company has 30,000,000 authorized shares of $.10 par value
common stock and 1,000,000 shares of authorized but unissued $1.00 par
value preferred stock. The Board of Directors of the Company may
designate the relative rights and preferences of the preferred stock when
and if issued. Such rights and preferences could include liquidation
preferences, redemption rights, voting rights and dividends and the
shares could be issued in multiple series with different rights and
preferences. The Company currently has no plans for the issuance of any
shares of preferred stock.
The Company has for its U.S. employees a Key Employee Stock Option
Plan ("Plan") for which 5,600,000 shares of the Company's common stock
have been reserved. The Company has for its U.K. employees a U.K. Share
Option Scheme ("Scheme") for which 2,800,000 shares of the Company's
common stock have been reserved. These plans generally provide that the
option price will be at least the fair market value at the time of the
grant, except that the option price of nonqualified options granted under
the Plan is determined by the Board of Directors. Any options granted
under the plans must be exercised within 10 years after the date of the
option. At March 31, 1995, 1,159,054 shares and 2,478,443 shares are
available for future grants under the Plan and the Scheme, respectively.
Activity in stock options was as follows:
Options Number of
Number of price shares
shares per share exercisable
Outstanding at March 31, 1992 1,988,656 2.00 - 5.25 1,350,280
Granted 1,379,818 6.25 - 12.50
Exercised (743,600) 2.00 - 5.25
Terminated (93,900) 3.19 - 5.13
----------
Outstanding at March 31, 1993 2,530,974 2.00 - 12.50 640,176
Granted 171,678 11.75 - 23.50
Exercised (348,816) 2.00 - 5.13
Terminated (53,608) 2.00 - 12.50
---------
Outstanding at March 31, 1994 2,300,228 2.75 - 23.50 514,422
Exercised (92,775) 2.83 - 12.50
Terminated (137,537) 2.83 - 23.50
---------
Outstanding at March 31, 1995 2,464,348 2.75 - 31.50 857,983
========= ============= =======
The Company maintains an employee stock purchase plan which provides
for the purchase of shares of common stock by employees through payroll
deductions which may not exceed 10% of employee compensation. The price
of the stock purchased under the plan is 85% of the market price as of
the date the stock is purchased for the employee by the Trustee of the
plan. There were 49,976, 51,606, and 59,060 shares purchased under the
plan during the years ended March 31, 1995, 1994 and 1993, respectively.
(7) Income Taxes
Total income tax expense was allocated as follows:
1995 1994 1993
Income from continuing operations $7,670,000 5,036,000 3,938,000
Stockholders' equity, for
compensation expense for
tax purposes in excess
of amounts recognized for
financial reporting purposes (252,000) (483,000) (701,000)
--------- -------- --------
$7,418,000 4,553,000 3,237,000
========= ========= =========
Income tax expense attributable to income from continuing operations
consists of:
1995 1994 1993
Current expense (benefit):
Federal $ 5,953,000 2,841,000 2,199,000
Foreign - 72,000 (170,000)
State 1,398,000 631,000 694,000
--------- --------- ---------
7,351,000 3,544,000 2,723,000
--------- --------- ---------
Deferred expense (benefit):
Federal 1,027,000 1,778,000 1,024,000
Foreign (408,000) (411,000) -
State (300,000) 125,000 191,000
--------- --------- ---------
319,000 1,492,000 1,215,000
--------- ------------------
Total tax expense $ 7,670,000 5,036,000 3,938,000
========= ========= =========
The actual income tax expense attributable to income from continuing
operations differs from the expected tax expense (computed by applying
the U.S. Federal corporate tax rate of 35% for 1995 and 1994 and 34% for
1993 to income before income taxes) as follows:
1995 1994 1993
Computed expected tax expense $ 7,026,000 4,702,000 3,457,000
Increase (reduction) in income
taxes resulting from:
State income taxes, net of
Federal income tax benefit 714,000 491,000 584,000
Research and development
credits (315,000) (259,000) (135,000)
Other 245,000 102,000 32,000
--------- --------- ---------
$ 7,670,000 5,036,000 3,938,000
========= ========= =========
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and liabilities at March
31, 1995 and 1994 are presented below.
1995 1994
Deferred tax assets:
Accrued expenses not deductible for
tax purposes $ 1,209,000 253,000
Investment in InfoBase, principally
due to differences in basis for tax
and financial reporting purposes 112,000 202,000
United Kingdom net operating loss
carryforward 738,000 392,000
Other 287,000 164,000
--------- ---------
Total gross deferred tax assets 2,346,000 1,011,000
--------- ---------
Deferred tax liabilities:
Property and equipment, principally
due to differences in depreciation (5,026,000) (3,693,000)
Capitalized software and other costs
expensed as incurred for
tax purposes (2,703,000) (2,917,000)
Installment sale gains for
tax purposes (420,000) -
--------- ---------
Total gross deferred tax
liabilities (8,149,000) (6,610,000)
--------- ---------
Net deferred tax liability $ (5,803,000) (5,599,000)
========= =========
The Company believes its substantial history of profitability and taxable
income and its utilization of tax planning sufficiently supports the
value of the deferred tax assets. Accordingly, the Company has not
recorded a valuation allowance as all deferred tax assets are more likely
than not to be recovered. Included in other current assets are current
deferred tax assets of $1,335,000 and $135,000 at March 31, 1995 and
1994, respectively.
(8) Related Party Transactions
The Company leases certain equipment from a business partially owned by
an officer. Rent expense paid under this lease during the years ended
March 31, 1995, 1994 and 1993 was approximately $247,000, $225,000 and
$137,000, respectively. Additionally, the Company has guaranteed a loan
executed by an officer and the business partially owned by the officer to
purchase the leased equipment. The loan amount was approximately
$1,450,000 at March 31, 1995.
Effective October 1, 1994, the Company purchased the remaining one-
half interest in the InfoBase partnership owned by ADVO, Inc. The
purchase price consisted of $9,000,000 in cash and service discounts over
the next four years, aggregating $2,560,000, which is included in long-
term debt at March 31, 1995. If the service discounts do not aggregate
at least $2,560,000 over the four-year period, the shortfall will be paid
in cash.
The Company has accounted for the purchase of the partnership
interest using the purchase method of accounting. The aggregate
investment in the InfoBase partnership has been allocated as follows:
Cash paid $ 9,000,000
Less cash purchased 1,710,000
----------
Net cash expenditure 7,290,000
Service discounts 2,560,000
Investment in and advances to joint
venture prior to purchase 3,715,000
----------
Total investment $ 13,565,000
==========
Software 5,797,000
Excess of cost over fair value of
net assets acquired 7,049,000
Accounts receivable 2,612,000
Property and equipment 442,000
Deferred tax asset 115,000
Other assets 7,000
Accounts payable and other
liabilities (2,457,000)
----------
Total investment $ 13,565,000
==========
The amount of the purchase price allocated to software is being
amortized over the estimated remaining economic life of the software
products of 2 to 4 years. The excess of cost over fair value of net
assets acquired is being amortized using the straight line method over
its estimated economic life of 15 years.
The following consolidated pro forma financial information (which
includes adjustments to reflect the accounting bases recognized in
recording the purchase and to eliminate the effects of transactions
between the Company and InfoBase) shows the results of the Company's
operations for the years ended March 31, 1995 and 1994 as though the
purchase of InfoBase had occurred at the beginning of each period
presented:
1995 1994
Revenue $ 205,178,000 164,488,000
=========== ===========
Net earnings 11,865,000 8,170,000
=========== ===========
Earnings per share $ .52 .37
=== ===
The operations of InfoBase are included in the Company's
consolidated results of operations beginning October 1, 1994. Prior to
that date, the Company's 50% equity in the operations of the joint
venture was included in other income (expense). Included in revenue is
$1,562,000, $2,236,000 and $2,197,000 from sales of services to InfoBase
in 1995, 1994 and 1993, respectively. InfoBase also reimbursed the
Company for processing, programming, and facility costs amounting to
$2,585,000, $5,042,000, and $3,998,000 in 1995, 1994 and 1993,
respectively. Commissions paid to InfoBase for list enhancement services
totaled $4,395,000, $6,518,000 and $4,211,000 in 1995, 1994 and 1993,
respectively. Included in other income (expense) is the Company's 50%
share of the earnings (loss) of the partnership amounting to $(259,000),
$811,000, and $511,000 in 1995, 1994 and 1993, respectively.
(9) Retirement Plans
The Company has a retirement savings plan which covers substantially all
domestic employees. The Company matches 50% of the employee's salary
deferred contributions up to 6% annually and may contribute amounts to
the plan from the Company's earnings at the discretion of the Board of
Directors. Company contributions amounted to approximately $653,000,
$417,000 and $383,000 in 1995, 1994 and 1993, respectively.
(10) Data Center Agreement
Effective August 31, 1992, the Company entered into a data center
management agreement with Trans Union Corporation ("Trans Union"). Under
the agreement, the Company will manage Trans Union's data processing
center for annual fees of approximately $20 million for the existing base
capacity, with revenues to be adjusted in the future for changes in Trans
Union's capacity requirements. Revenues for the years ended March 31,
1995, 1994 and 1993 were $25,552,000, $20,612,000 and $11,229,000,
respectively.
At closing, the Company acquired certain Trans Union data center
assets for $6,698,000, consisting of $1,038,000 in cash, a purchase
liability of $490,000 payable in two equal annual installments, 960,000
shares of newly-issued redeemable common stock valued at $5,035,000 and a
warrant to purchase additional shares of common stock valued at $135,000.
Trans Union had the right to cause the Company to repurchase the stock
between years 2 1/2 and 5 at the higher of $5.625 per share or fair
market value. The stock was callable by the Company during the same
period at $8.438 per share. The difference between the assigned value of
the redeemable common stock and the estimated redemption value per share
was being accreted through charges to retained earnings. On August 31,
1994 the Company announced the extension of its data center management
agreement with Trans Union. The extension will carry the contract
through August 2002, its full term of 10 years. As part of the extension
agreement, Trans Union agreed to give up its right to cause the Company
to repurchase the 960,000 shares of common stock then held by Trans
Union. At the same time, the Company gave up its right to call the
stock. Accordingly, the $7,883,000 in carrying value of the redeemable
common stock has been reclassified to stockholders' equity.
The warrant, which expires on August 31, 2000, entitles Trans Union
to acquire up to 2,000,000 additional shares of newly issued common
stock. The exercise price for the warrant stock is $5.625 per share in
years one through five of the agreement, $6.125 in year six, $6.625 in
year seven and $7.125 in year eight. The first 500,000 shares became
exercisable as of closing. The remaining 1,500,000 shares became
exercisable upon Trans Union's election to extend the agreement. The
value ($536,000) of the additional shares which became exercisable under
the warrant has been credited to additional paid-in capital. Trans Union
is precluded from exercising the warrant to the extent that the shares
acquired thereunder would cause its percentage ownership of the Company's
common stock acquired pursuant to the agreement to exceed 10% of the
Company's then issued and outstanding common stock. Based on shares
outstanding at March 31, 1995, Trans Union would be entitled to purchase
approximately 1,425,000 total shares under the warrant agreement.
In addition to the assets acquired, the Company has assumed certain
other equipment leases, software licenses, and service agreement
obligations of Trans Union. At March 31, 1995, the Company's remaining
assumed obligations are $2,997,000 for the year ending March 31, 1996.
As Trans Union elected to continue the agreement, the Company was
required to pay Trans Union an additional cash payment of $752,000 which,
together with the value of the warrant for additional shares which became
exercisable at that time, is being amortized over the remaining term of
the contract. Included in other assets on the consolidated balance sheet
at March 31, 1995 and 1994 are unamortized contract costs in the amount
of $3,759,000 and $2,370,000, respectively.
(11) Major Customers
In 1995 and 1994, the Company had two major customers who accounted for
more than 10% of revenue. Trans Union Corporation accounted for revenue
of $25,552,000 (12.6%) and $20,612,000 (13.6%) in 1995 and 1994,
respectively, and Allstate Insurance Company accounted for revenue of
$53,416,000 (26.4%) and $19,145,000 (12.6%) in 1995 and 1994,
respectively. In 1993, the Company had no customers who accounted for
more than 10% of revenue.
(12) Foreign Operations
The following table shows financial information by geographic area for
the years 1995, 1994 and 1993.
United United
States Kingdom Consolidated
1995:
Revenue $ 187,879,000 14,569,000 202,448,000
Earnings (loss) before
income taxes 21,339,000 (1,264,000) 20,075,000
Net earnings (loss) 13,261,000 (856,000) 12,405,000
Total assets 138,180,000 9,990,000 148,170,000
Total tangible assets 131,367,000 7,165,000 138,532,000
Total liabilities
(including deferred
credits) 46,989,000 4,004,000 50,993,000
Total equity 91,191,000 5,986,000 97,177,000
=========== ========== ===========
1994:
Revenue 135,495,000 16,174,000 151,669,000
Earnings (loss) before
income taxes 14,780,000 (1,347,000) 13,433,000
Net earnings (loss) 9,405,000 (1,008,000) 8,397,000
Total assets 113,169,000 10,209,000 123,378,000
Total tangible assets 113,169,000 7,493,000 120,662,000
Total liabilities
(including deferred
credits and redeemable
common stock) 57,883,000 3,599,000 61,482,000
Total equity 55,286,000 6,610,000 61,896,000
========== ========== ===========
1993:
Revenue 99,220,000 16,607,000 115,827,000
Earnings (loss) before
income taxes 10,790,000 (622,000) 10,168,000
Net earnings (loss) 6,682,000 (452,000) 6,230,000
Total assets 101,988,000 10,853,000 112,841,000
Total tangible assets 101,988,000 7,929,000 109,917,000
Total liabilities
(including deferred
credits and redeemable
common stock) 57,952,000 2,718,000 60,670,000
Total equity 44,036,000 8,135,000 52,171,000
=========== ========== ==========
(13) Contingencies
The Company is involved in various contingencies, claims and legal
actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a
material adverse effect on the Company's consolidated financial position
or its expected future consolidated results of operations.
(14) Dispositions
The Company sold substantially all assets of its mailing services
operating unit, Acxiom Mailing Services ("AMS"), in exchange for the
assumption of $3,045,000 in liabilities, $4,500,000 in cash, a $4,127,000
mortgage note receivable in monthly installments of $31,000, including
interest at 6.5%, and due in full on May 19, 2001, and $1,000,000 of
preferred stock issued by the buyer. The sale closed May 20, 1994
effective as of March 31, 1994. The preferred stock is redeemable on May
19, 2004 and pays quarterly dividends of 5% per annum. The $4,500,000 is
shown as a receivable and included in other current assets at
March 31, 1994. The note receivable and preferred stock are included in
other assets. Additionally, the Company sold the buyer a non-exclusive,
perpetual software license to use certain of the Company's database
marketing and data processing software. The license fee of $1,550,000 is
payable monthly over five years. Other assets includes license fee
receivable of $895,000 and $1,550,000 at March 31, 1995 and 1994,
respectively. The effect of these transactions on consolidated net
earnings for the year ended March 31, 1994 was not significant. For the
year ended March 31, 1994, AMS revenues were $14,257,000.
Effective June 1, 1994, the Company sold for $500,000 certain U.S.
assets of its BSA operating unit to an entity controlled by an officer
and principal shareholder of the Company. The effect of this transaction
on consolidated net earnings for the year ended March 31, 1995 was not
significant.
(15) Selected Quarterly Financial Data (Unaudited)
The table below sets forth selected financial information for each
quarter of the last two years:
1st 2nd 3rd 4th
quarter quarter quarter quarter
1995:
Revenue $ 46,881,000 47,853,000 52,742,000 54,972,000
Income from 3,712,000 5,354,000 7,437,000 6,562,000
operations
Net earnings 1,516,000 2,793,000 4,121,000 3,975,000
Earnings per share $ .07 .12 .18 .17
1994:
Revenue 31,771,000 36,661,000 41,430,000 41,807,000
Income from 2,343,000 4,068,000 4,850,000 4,003,000
operations
Net earnings 1,280,000 2,092,000 2,637,000 2,388,000
Earnings per share $ .06 .09 .12 .11
Independent Auditors' Report
The Board of Directors and Stockholders
Acxiom Corporation:
We have audited the accompanying consolidated balance sheets of Acxiom
Corporation and subsidiaries as of March 31, 1995 and 1994, and the
related consolidated statements of earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended March 31,
1995. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Acxiom Corporation and subsidiaries as of March 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the
years in the three-year period ended March 31, 1995, in conformity with
generally accepted accounting principles.
/s/KPMG Peat Marwick LLP
Little Rock, Arkansas
May 5, 1995
(This page corresponds to the inside facing of the back cover of
the Company's Annual Report.)
Market Information
Per share data is restated to reflect a stock split during fiscal 1995.
Stock Prices
The Company's Common Stock is traded on the national Market System of
Nasdaq under the symbol "ACXM."
The following table sets forth for the periods indicated the high
and low closing sale prices of the Common Stock.
Fiscal 1995 High Low Fiscal 1994 High Low
Fourth Quarter $18 $13 5/8 Fourth Quarter $12 1/8 $10 3/8
Third Quarter 15 13 Third Quarter 12 1/8 10
Second Quarter 14 1/4 10 1/4 Second Quarter 10 7/8 8 1/8
First Quarter 11 9 1/4 First Quarter 9 3/4 7 3/8
During the period beginning April 1, 1995, and ending May 15, 1995 the
high closing sales per share for the Company's Common Stock as reported
by Nasdaq was $18 / and the low closing sales price per share was $16.
On May 15, 1995, the closing price per share was $17 /.
Shareholders of Record
The approximate number of shareholders of record of the Company's Common
Stock as of May 15, 1995 was 923.
Dividends
The Company has never paid cash dividends on its Common Stock. The
Company presently intends to retain earnings to provide funds for its
business operations and for the expansion of its business. Thus, it does
not anticipate paying cash dividends in the foreseeable future.
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
U.S. SUBSIDIARIES
Name Incorporated Doing Business As
In
Acxiom Chicago Data Center, Inc. Arkansas Acxiom CDC, Inc.
Acxiom Children's Center, Inc. Arkansas Acxiom Children's
Center, Inc.
Acxiom Leasing Corporation Arkansas Acxiom Leasing
Corporation
Acxiom RM-Tools, Inc. Arkansas Acxiom RM-Tools,
Inc.
Acxiom Transportation Arkansas ATS; Conway
Services, Inc. Aviation, Inc.
U.K. SUBSIDIARIES
Name Incorporated Doing Business
In As
Acxiom U.K., Ltd. United Kingdom Acxiom U.K., Ltd.
Marketlead Services, Ltd. United Kingdom N/A
(Agency company of Acxiom
U.K., Ltd.)
Southwark Computer Services, Ltd. United Kingdom N/A
(Agency company of Acxiom
U.K., Ltd.)
EXHIBIT 23
The Board of Directors
Acxiom Corporation:
We consent to incorporation by reference in the registration
statements (No. 33-17115, No. 33-37609, No. 33-37610, No. 33-42351,
No. 33-72310 and No. 33-72312 on Form S-8) of Acxiom Corporation of
our report dated May 5, 1995, relating to the consolidated balance
sheets of Acxiom Corporation and subsidiaries as of March 31, 1995
and 1994, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1995 which is incorporated by
reference in the March 31, 1995 annual report on Form 10-K of
Acxiom Corporation. We also consent to incorporation by reference
in the above-mentioned registration statements of our report dated
May 5, 1995 relating to the consolidated financial statement
schedule, which report appears in the March 31, 1995 annual report
on Form 10-K of Acxiom Corporation.
/s/ KPMG Peat Marwick LLP
Little Rock, Arkansas
June 29,1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes as his true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in his
capacity as the principal accounting officer of the Company, to
sign the Company's Annual Report on Form 10-K for the year ended
March 31, 1995, together with any amendments thereto, and to file
the same, together with any exhibits and all other documents
related thereto, with the Securities and Exchange Commission,
granting to said attorney-in-fact and agent, full power and
authority to do and perform each and any act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as the undersigned might or could do in
person, duly ratifying and confirming all that said attorney-in-
fact and agent may lawfully do or cause to be done by virtue of the
power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Robert S. Bloom
---------------------------
Robert S. Bloom
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Robert S. Bloom, personally
known to me as the principal accounting officer of Acxiom
Corporation, a Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged
that he, being duly authorized, signed and delivered the said
instrument for the uses and purposes therein set forth.
Given under my hand and notarial seal this 16th day of June,
1995.
/s/ Barbara L. McMahan
--------------------------------
Notary Public
My Commission Expires: January 8, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S.
Bloom as her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for her and in her
name, place and stead, in her capacity as a director of the
Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 1995, together with any amendments thereto,
and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, full
power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could
do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ A. H. Die
---------------------------
Dr. Ann H. Die
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Dr. Ann H. Die, personally
known to me as a director of Acxiom Corporation, a Delaware
corporation, subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she, being duly
authorized, signed and delivered the said instrument for the uses
and purposes therein set forth.
Given under my hand and notarial seal this 16th day of June,
1995.
/s/ Sharon Tackett
--------------------------------
Notary Public
My Commission Expires: April 3, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S.
Bloom as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his
name, place and stead, in his capacity as a director of the
Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 1995, together with any amendments thereto,
and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, full
power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could
do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ William T. Dillard II
--------------------------
William T. Dillard II
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF PULASKI )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that William T. Dillard II,
personally known to me as a director of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he,
being duly authorized, signed and delivered the said instrument for
the uses and purposes therein set forth.
Given under my hand and notarial seal this 19th day of June,
1995.
/s/ Pat A. Albert
--------------------------------
Notary Public
My Commission Expires: October 4, 2001
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S.
Bloom as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his
name, place and stead, in his capacity as a director of the
Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 1995, together with any amendments thereto,
and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, full
power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could
do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Harry C. Gambill
--------------------------
Harry C. Gambill
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Harry C. Gambill,
personally known to me as a director of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he,
being duly authorized, signed and delivered the said instrument for
the uses and purposes therein set forth.
Given under my hand and notarial seal this 19th day of June,
1995.
/s/ Jeanette M. Gazda
--------------------------------
Notary Public
My Commission Expires: January 17, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and officer of Acxiom Corporation, a Delaware corporation (the
"Company"), does hereby constitute and appoint Catherine L. Hughes
and/or Robert S. Bloom as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him
and in his name, place and stead, in his capacity as a director and
principal financial officer of the Company, to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 1995,
together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and
perform each and any act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as the undersigned might or could do in person, duly ratifying and
confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Rodger S. Kline
--------------------------
Rodger S. Kline
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Rodger S. Kline, personally
known to me as a director and the principal financial officer of
Acxiom Corporation, a Delaware corporation, subscribed to the
foregoing instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and delivered
the said instrument for the uses and purposes therein set forth.
Given under my hand and notarial seal this 16th day of June,
1995.
/s/ Barbara L. McMahan
--------------------------------
Notary Public
My Commission Expires: January 8, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and officer of Acxiom Corporation, a Delaware corporation (the
"Company"), does hereby constitute and appoint Catherine L. Hughes
and/or Robert S. Bloom as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him
and in his name, place and stead, in his capacity as a director and
principal executive officer of the Company, to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 1995,
together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and
perform each and any act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as the undersigned might or could do in person, duly ratifying and
confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Charles D. Morgan, Jr.
--------------------------
Charles D. Morgan, Jr.
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Charles D. Morgan, Jr.,
personally known to me as a director and the principal executive
officer of Acxiom Corporation, a Delaware corporation, subscribed
to the foregoing instrument, appeared before me this day in person
and acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 15th day of June,
1995.
/s/ Sharon Tackett
--------------------------------
Notary Public
My Commission Expires: April 3, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S.
Bloom as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his
name, place and stead, in his capacity as a director of the
Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 1995, together with any amendments thereto,
and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, full
power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could
do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Robert A. Pritzker
---------------------------
Robert A. Pritzker
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Robert A. Pritzker,
personally known to me as a director of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he,
being duly authorized, signed and delivered the said instrument for
the uses and purposes therein set forth.
Given under my hand and notarial seal this 19th day of June,
1995.
/s/ Carol D'Ascenzo
--------------------------------
Notary Public
My Commission Expires: December 1, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S.
Bloom as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his
name, place and stead, in his capacity as a director of the
Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 1995, together with any amendments thereto,
and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agent, full
power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could
do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ Walter V. Smiley
--------------------------
Walter V. Smiley
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF PULASKI )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that Walter V. Smiley,
personally known to me as a director of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he,
being duly authorized, signed and delivered the said instrument for
the uses and purposes therein set forth.
Given under my hand and notarial seal this 14th day of June,
1995.
/s/ Wendy Wilson
--------------------------------
Notary Public
My Commission Expires: October 1, 2003
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and officer of Acxiom Corporation, a Delaware corporation (the
"Company"), does hereby constitute and appoint Catherine L. Hughes
and/or Robert S. Bloom as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him
and in his name, place and stead, in his capacity as a director and
officer of the Company, to sign the Company's Annual Report on Form
10-K for the year ended March 31, 1995, together with any
amendments thereto, and to file the same, together with any
exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorneys-in-
fact and agents, full power and authority to do and perform each
and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the
undersigned might or could do in person, duly ratifying and
confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this date.
Signature:
/s/ James T. Womble
--------------------------
James T. Womble
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that James T. Womble, personally
known to me as a director and officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he,
being duly authorized, signed and delivered the said instrument for
the uses and purposes therein set forth.
Given under my hand and notarial seal this 15th day of June,
1995.
/s/ Sharon Tackett
--------------------------------
Notary Public
My Commission Expires: April 3, 2000