| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 | |
| | | |
| | FORM 8-K | |
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| | CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | | |
| | Date of report (Date of earliest event reported): November 6, 2013 | |
| | | |
| | 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.) |
| | |
| 601 E. Third St., Little Rock, Arkansas | 72201 |
| (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): |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| o | 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 November 6, 2013, Acxiom Corporation (the “Company”) issued a press release announcing the results of its financial performance for the second quarter of fiscal year 2014. The Company will hold a conference call at 4:00 p.m. CT 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 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 includes non-GAAP measures of (i) income from operations and diluted earnings per share attributable to Acxiom shareholders excluding unusual items and (ii) free cash flow available to equity. Operating income excluding unusual items and diluted earnings per share attributable to Acxiom shareholders excluding unusual items represents income from the Company’s operations less one-time expenses related to gains, losses and other items, as well as the impact of business separation expenses recorded in selling, general and administrative expense. The Company’s management believes that these non-GAAP measures are meaningful since they represent the recurring income from the Company’s operations before one-time items, which are not a recurring cost of the Company’s ordinary course operations. The non-GAAP measures are reconciled to the corresponding GAAP measures of income from operations and diluted earnings per share attributable to Acxiom shareholders in a schedule to the press release.
Free cash flow available to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt. The Company’s management believes that this measure of free cash flow available to equity is meaningful since it represents the amount of money available for the Company’s discretionary spending after funding all required obligations including scheduled debt payments, and it therefore provides a useful measure of liquidity for assessing the amount of cash available for general corporate and strategic purposes. Free cash flow available to equity is reconciled to operating cash flow, the nearest comparable GAAP measure, in a schedule to the press release.
The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as substitutes for measures of financial performance or liquidity prepared in accordance with GAAP.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On November 6, 2013, the Company announced an initiative to reduce the Company’s annual cost base between $20 million and $30 million over the next 6 to 12 months. The initiative seeks to improve the Company’s performance by simplifying the Company’s management structure, centralizing duplicative efforts and standardizing workflows. The components of the restructuring program are not finalized and actual total savings and timing may vary from those estimated due to changes in the scope or assumptions underlying the restructuring program.
The restructuring program will occur in a number of phases, and the Company is unable to make a determination of the estimated amount or range of future costs and cash expenditures. The Company will file an amendment to this report upon the determination of such amounts.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit Number | | Description |
99.1 | | Press Release of the Company dated November 6, 2013 |
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: November 6, 2013
| | ACXIOM CORPORATION | | |
| | | | |
| | By: /s/ Jerry C. Jones | | |
| | Name: Jerry C. Jones | | |
| | Title: Chief Ethics and Legal Officer & Executive Vice President | | |
EXHIBIT INDEX
Exhibit Number | | Description |
99.1 | | Press Release of the Company dated November 6, 2013 |
