Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LiveRamp Holdings, Inc. | f8k.htm |
| EX-2.1 - EXHIBIT 2.1 - LiveRamp Holdings, Inc. | ex2-1.htm |
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On July 31, 2015, Acxiom Corporation (the “Company”), together with certain of its subsidiaries, completed the previously announced sale of the Company’s hosting services, cloud computing IT services and IT advisory services business (the “ITO Business”), on the terms described in the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2015. The sale was consummated through the contribution of certain assets related to the ITO Business to certain of the Company’s foreign subsidiaries and the sale of the equity of such subsidiaries, as well as of the subsidiary owning the US ITO Business, to Aspen Holdco, Inc., a Delaware corporation and an entity affiliated with investment funds managed by Charlesbank Capital Partners and M/C Partners (“Buyer”).
At the closing of the transaction, the Company received approximately $133 million in cash ($140 million stated sales price less closing adjustments of $7 million). Also, the Company may receive up to a maximum of $50 million in contingent payments subject to certain performance metrics. In addition, the Company received a 5% retained profits interest in the divested entity, subject to a defined value over which the Company will participate in profits.
The Company applied $55 million of net proceeds to repay outstanding Company indebtedness which was required in order to comply with the Company’s existing credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lender parties thereto (the “Credit Agreement”).
The unaudited pro forma condensed consolidated financial information shown below is based on historical consolidated financial statements of the Company. The accompanying unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 presents the Company’s historical consolidated statement of financial position, giving effect to the disposition as if it had been completed on March 31, 2015. The accompanying unaudited pro forma condensed consolidated statements of operations for the years ended March 31, 2015, 2014, and 2013 present the Company’s historical consolidated statements of operations, giving effect to the disposition as if it had been completed on April 1, 2012, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements include specific, factually supportable assumptions and adjustments that are directly related to the disposition. These pro forma adjustments have been made to illustrate the anticipated financial effect of the disposition on the Company. The adjustments are based upon available information and assumptions that the Company believes are reasonable as of the date of this filing. However, actual adjustments may differ materially from the information presented. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements and notes thereto of the Company included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2015.
Acxiom Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2015
|
(in thousands)
|
Historical Acxiom
|
Acxiom ITO Adjustment
(Note A)
|
Other Pro Forma Adjustments
|
Note Reference
|
Pro Forma Consolidated
|
|
ASSETS
|
|||||
|
Current assets:
|
|||||
|
Cash and cash equivalents
|
$ 141,010
|
$ —
|
$ 73,207
|
(B)
|
$ 221,247
|
|
Trade accounts receivable, net
|
162,639
|
(35,743)
|
126,896
|
||
|
Deferred income taxes
|
28,372
|
(2,762)
|
25,610
|
||
|
Refundable income taxes
|
5,239
|
—
|
(819)
|
(C)
|
4,420
|
|
Restricted cash held in escrow
|
31,000
|
—
|
31,000
|
||
|
Other current assets
|
45,682
|
(10,707)
|
34,975
|
||
|
Assets from discontinued operations
|
112
|
—
|
112
|
||
|
Total current assets
|
414,054
|
(49,212)
|
72,388
|
437,230
|
|
|
Property and equipment, net of accumulated
depreciation and amortization
|
220,590
|
(44,336)
|
176,254
|
||
|
Software, net
|
68,962
|
—
|
68,962
|
||
|
Goodwill
|
568,870
|
(71,508)
|
497,362
|
||
|
Purchased software licenses, net
|
13,494
|
(3,943)
|
9,551
|
||
|
Other assets, net
|
36,454
|
(3,173)
|
33,281
|
||
|
Total assets
|
$ 1,322,424
|
$ (172,172)
|
$ 72,388
|
$ 1,222,640
|
|
|
LIABILITIES AND EQUITY
|
|||||
|
Current liabilities:
|
|||||
|
Current installments of long-term debt
|
$ 32,885
|
$ (653)
|
$ 32,232
|
||
|
Trade accounts payable
|
38,951
|
(8,857)
|
30,094
|
||
|
Accrued expenses
|
|||||
|
Payroll
|
39,026
|
(2,367)
|
36,659
|
||
|
Other
|
67,867
|
(5,113)
|
62,754
|
||
|
Acquisition escrow payable
|
31,000
|
—
|
31,000
|
||
|
Deferred revenue
|
37,278
|
(3,658)
|
33,620
|
||
|
Liabilities from discontinued operations
|
1,008
|
—
|
1,008
|
||
|
Total current liabilities
|
248,015
|
(20,648)
|
227,367
|
||
|
Long term debt
|
254,539
|
(6,684)
|
(55,000)
|
(B)
|
192,855
|
|
Deferred income taxes
|
103,391
|
(22,716)
|
80,675
|
||
|
Other liabilities
|
13,222
|
(6,377)
|
6,845
|
||
|
Commitments and contingencies
|
|||||
|
Equity:
|
|||||
|
Common stock
|
12,794
|
-
|
12,794
|
||
|
Additional paid-in capital
|
1,034,526
|
-
|
1,034,526
|
||
|
Retained earnings
|
591,798
|
(115,747)
|
115,747
|
(B)
|
603,439
|
|
(819)
|
(C)
|
||||
|
12,460
|
(D)
|
||||
|
Accumulated other comprehensive income
|
9,413
|
—
|
9,413
|
||
|
Treasury stock
|
(945,274)
|
—
|
(945,274)
|
||
|
Total equity
|
703,257
|
(115,747)
|
127,388
|
714,898
|
|
|
|
$ 1,322,424
|
$ (172,172)
|
$ 72,388
|
$ 1,222,640
|
See accompanying Notes to Pro Forma Financial Information
Acxiom Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended March 31, 2015
|
(in thousands, except per share amounts)
|
Historical Acxiom
|
Acxiom ITO Adjustment
(Note A)
|
Other Pro Forma Adjustments
|
Note Reference
|
Pro Forma Consolidated
|
|
Revenues
|
$ 1,020,059
|
$ (215,148)
|
$ —
|
$ 804,911
|
|
|
Operating costs and expenses:
|
|||||
|
Cost of revenue
|
807,469
|
(167,524)
|
—
|
639,945
|
|
|
Selling, general and administrative
|
188,561
|
(13,511)
|
—
|
175,050
|
|
|
Gains, losses, and other items, net
|
24,633
|
(2,033)
|
—
|
22,600
|
|
|
Total operating costs and expenses
|
1,020,663
|
(183,068)
|
—
|
837,595
|
|
|
Income (loss) from operations
|
(604)
|
(32,080)
|
—
|
(32,684)
|
|
|
Other expense:
|
|||||
|
Interest expense
|
(10,050)
|
2,378
|
—
|
(7,672)
|
|
|
Other, net
|
(1,325)
|
334
|
—
|
(991)
|
|
|
Total other expenses
|
(11,375)
|
2,712
|
—
|
(8,663)
|
|
|
Loss from continuing operations before income taxes
|
(11,979)
|
(29,368)
|
—
|
(41,347)
|
|
|
Income taxes
|
(2,832)
|
(11,973)
|
—
|
(14,805)
|
|
|
Net earnings (loss) from continuing operations
|
(9,147)
|
(17,395)
|
—
|
(26,542)
|
|
|
Basic and diluted loss per share from continuing operations
|
$ (0.12)
|
$ (0.34)
|
|||
|
Basic and diluted shares used in the calculation of net loss per share from continuing operations
|
77,106
|
77,106
|
See accompanying Notes to Pro Forma Financial Information
Acxiom Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended March 31, 2014
|
(in thousands, except per share amounts)
|
Historical Acxiom
|
Acxiom ITO
Adjustment
(Note A)
|
Other Pro Forma Adjustments
|
Note Reference
|
Pro Forma Consolidated
|
|
Revenues
|
$ 1,062,278
|
$ (257,125)
|
$ —
|
$ 805,153
|
|
|
Operating costs and expenses:
|
|||||
|
Cost of revenue
|
795,562
|
(186,700)
|
—
|
608,862
|
|
|
Selling, general and administrative
|
169,376
|
(16,757)
|
—
|
152,614
|
|
|
Impairment of goodwill and other assets
|
24,953
|
—
|
—
|
24,953
|
|
|
Gains, losses, and other items, net
|
21,914
|
(4,752)
|
—
|
17,162
|
|
|
Total operating costs and expenses
|
1,011,805
|
(208,209)
|
—
|
803,596
|
|
|
Income from operations
|
50,473
|
(48,916)
|
—
|
1,557
|
|
|
Other income (expense):
|
|||||
|
Interest expense
|
(11,671)
|
3,000
|
—
|
(8,671)
|
|
|
Other, net
|
1,817
|
(3)
|
—
|
1,814
|
|
|
Total other expenses
|
(9,854)
|
2,997
|
—
|
(6,857)
|
|
|
Earnings from continuing operations before income taxes
|
40,619
|
(45,919)
|
—
|
(5,300)
|
|
|
Income taxes
|
29,627
|
(17,587)
|
—
|
12,040
|
|
|
Net earnings (loss) from continuing operations
|
10,992
|
(28,332)
|
—
|
(17,340)
|
|
|
Basic earnings (loss) per share from continuing operations
|
$ 0.15
|
$ (0.23)
|
|||
|
Diluted earnings (loss) per share from continuing operations
|
$ 0.14
|
$ (0.23)
|
|||
|
Shares used in the calculation of net earnings (loss) per share from continuing operations:
|
|||||
|
Basic
|
74,690
|
74,690
|
|||
|
Diluted
|
76,954
|
74,690
|
See accompanying Notes to Pro Forma Financial Information
Acxiom Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended March 31, 2013
|
(in thousands, except per share amounts)
|
Historical Acxiom
|
Acxiom ITO Adjustment
(Note A)
|
Other Pro Forma Adjustments
|
Note Reference
|
Pro Forma Consolidated
|
|
Revenues
|
$ 1,068,158
|
$ (275,469)
|
$ —
|
$792,689
|
|
|
Operating costs and expenses:
|
|||||
|
Cost of revenue
|
811,401
|
(221,416)
|
—
|
589,985
|
|
|
Selling, general and administrative
|
153,990
|
(8,650)
|
—
|
145,340
|
|
|
Gains, losses, and other items, net
|
1,751
|
(969)
|
—
|
782
|
|
|
Total operating costs and expenses
|
967,142
|
(231,035)
|
—
|
736,107
|
|
|
Income from operations
|
101,016
|
(44,434)
|
—
|
56,582
|
|
|
Other expense:
|
|||||
|
Interest expense
|
(12,694)
|
3,902
|
—
|
(8,793)
|
|
|
Other, net
|
152
|
38
|
—
|
190
|
|
|
Total other expenses
|
(12,542)
|
3,940
|
—
|
(8,603)
|
|
|
Earnings from continuing operations before income taxes
|
88,474
|
(40,595)
|
—
|
47,980
|
|
|
Income taxes
|
32,649
|
(15,387)
|
—
|
17,262
|
|
|
Net earnings from continuing operations
|
55,825
|
(25,107)
|
—
|
30,718
|
|
|
Basic earnings per share from continuing operations
|
$ 0.75
|
$ 0.41
|
|||
|
Diluted earnings per share from continuing operations
Shares used in the calculation of net earnings (loss) per share from continuing operations:
|
$ 0.73
|
$ 0.40
|
|||
|
Basic
|
74,814
|
74,814
|
|||
|
Diluted
|
76,497
|
76,497
|
See accompanying Notes to Pro Forma Financial Information
Acxiom Corporation
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
As of March 31, 2015, and For the Fiscal Years Ended March 31, 2015, 2014 and 2013
Pro Forma Adjustments to the Condensed Consolidated Balance Sheet as of March 31, 2015
|
(A)
|
To eliminate the assets and liabilities sold in the disposition of the ITO Business.
|
|
(B)
|
To record net cash proceeds of $73.2 million received from the disposition of the ITO Business, representing cash proceeds of $133.4 million ($140.0 million stated sales price less closing adjustments of $6.6 million) net of $55.0 million which was used to repay outstanding indebtedness and transaction costs of $5.2 million
|
|
(C)
|
To record the estimated tax impact associated with the gain on the disposition of the ITO Business.
|
|
(D)
|
To record the estimated gain on disposition. Any contingent payments to be received in connection with the transaction will be recognized when the contingency is resolved in accordance with Accounting Standards Codification Topic 450 “Contingencies”.
|
Pro Forma Adjustments to the Condensed Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2015, 2014 and 2013
|
(A)
|
To eliminate the revenues and direct expenses of the disposed ITO Business.
|