Acxiom : Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 20, 2005
ACXIOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-13163 71-0581897
(Commission File Number) (IRS Employer Identification No.)
1 Information Way, P.O. Box 8180, Little Rock, Arkansas 72203-8180
(Address of Principal Executive Offices) (Zip Code)
501-342-1000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 20, 2005, Acxiom Corporation (the "Company") issued a press release announcing the results of
its financial performance for the first quarter of fiscal year 2006. The Company will hold a conference call at
4:30 p.m. CDT today to discuss this information further. Interested parties are invited to listen to the call,
which will be broadcast via the Internet at www.acxiom.com. The press release is furnished herewith as Exhibit
99.1 and incorporated by reference herein.
The Company's press release, including the Financial Road Map, and other communications from time to
time include certain non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical
measure of a company's financial performance, financial position or cash flows that excludes (or includes)
amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in
accordance with GAAP in the Company's financial statements.
The attached press release utilizes a measure of free cash flow. Free cash flow is defined as operating
cash flow less cash used by investing activities excluding the impact of investments in joint ventures and other
business alliances and cash paid and/or received in acquisitions and dispositions. The Company's management
believes that while free cash flow does not represent the amount of money available for the Company's
discretionary spending since certain obligations of the Company must be funded out of free cash flow, it
nevertheless provides a useful measure of liquidity for assessing the amount of cash available for general
corporate and strategic purposes after funding operating activities and capital expenditures, capitalized
software expenses, and deferred costs.
In addition, return on invested capital, also included in the attached press release, is a non-GAAP
financial measure. Management defines "return on invested capital" as income from operations adjusted for the
implied interest expense included in operating leases divided by the trailing four quarters' average invested
capital. The implied interest adjustment for operating leases is calculated by multiplying the average quarterly
balances of the present value of operating leases [(beginning balance + ending balance)/2] times an 8% implied
interest rate on the leases. Average invested capital is defined as the trailing 4 quarter average of the ending
quarterly balances for total assets less cash, less non-interest bearing liabilities, plus the present value of
operating leases. Management believes that return on invested capital is useful because it provides investors
with additional useful information for evaluating the efficiency of the Company's capital deployed in its
operations. Return on invested capital does not consider whether the business is financed with debt or equity,
but rather calculates a return on all capital invested in the business. Return on invested capital includes the
present value of future payments on operating leases as a component of the denominator of the calculation, and
adjusts the numerator of the calculation for the implied interest expense on those operating leases, in order to
recognize the fact that the Company finances portions of its operations with leases instead of using either debt
or equity.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is not
mentioned in the attached press release, but may be discussed during the conference call. EBITDA can be
calculated directly from the financial statements by adding pre-tax income plus interest expense from the
statement of operations plus depreciation and amortization from the cash flow statement. Management believes
EBITDA is a useful measure of liquidity which may be used by investors to assess the Company's ongoing operations
and liquidity.
The non-GAAP financial measures used by the Company in the attached press release may not be comparable
to similarly titled measures used by other companies and should not be considered in isolation or as a substitute
for measures of performance or liquidity prepared in accordance with GAAP.
ITEM 8.01. OTHER EVENTS
The Registrant issued a second press release dated July 20, 2005 announcing that the Company's Board of
Directors has completed its evaluation of ValueAct Capital's July 12, 2005 proposal to negotiate an acquisition
of the Company, and has determined that pursuing the ValueAct proposal is not in the best interests of the
Company and its shareholders. The Press Release is furnished herewith and is attached as Exhibit 99.2 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are furnished herewith:
Exhibit
Number Description
------------ -------------------------------------------------------------------------------------------------------
99.1 Press Release of the Company dated July 20, 2005 announcing 1st quarter earnings for FY 2006.
99.2 Press Release of the Company dated July 20, 2005 announcing the Board of Directors' decision
regarding ValueAct Capital's July 12, 2005 proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 20, 2005
ACXIOM CORPORATION
By: /s/ Jerry C. Jones
-------------------------------------------------
Name: Jerry C. Jones
Title: Business Development/Legal Leader
EXHIBIT INDEX
Exhibit
Number Description
--------------------------------------------------------------------------------------------------------------------
99.1 Press Release of the Company dated July 20, 2005 announcing 1st quarter earnings for FY 2006.
99.2 Press Release of the Company dated July 20, 2005 announcing the Board of Directors' decision
regarding ValueAct Capital's July 12, 2005 proposal.