STOCKHOLDERS' EQUITY: | 13. The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $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. At March 31, 2017, the Company had outstanding 4,942 warrants to purchase shares of its common stock. The outstanding warrants carry an exercise price of $13.24 and expire March 17, 2019. On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on July 28, 2016. Under the modified common stock repurchase program, the Company may purchase up to $400.0 million of its common stock through the period ending June 30, 2018. During the fiscal year ended March 31, 2017, the Company repurchased 1.3 million shares of its common stock for $30.5 million. During the fiscal year ended March 31, 2016, the Company repurchased 2.6 million shares of its common stock for $52.8 million. During the fiscal year ended March 31, 2015, the Company repurchased 0.5 million shares of its common stock for $9.9 million. Through March 31, 2017, the Company has repurchased 16.8 million shares of its stock for $285.7 million, leaving remaining capacity of $114.3 million under the stock repurchase program. The Company paid no dividends on its common stock for any of the years reported. Share-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 30.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. These plans provide that the exercise prices of qualified options will be at or above the fair market value of the common stock at the time of the grant. Board policy requires that nonqualified options also be priced at or above the fair market value of the common stock at the time of grant. At March 31, 2017, there were a total of 2.7 million shares available for future grants under the plans. Stock Option Activity of Continuing Operations In fiscal 2017, as part of the Company’s acquisition of Arbor (see Note 3 - Acquisitions), the Company issued 285,339 replacement stock options having a per share weighted-average fair value and exercise price of $25.85 and $1.27, respectively, to Arbor employees who had outstanding unvested stock options to purchase Arbor stock. The fair value of the replacement options was determined using a customized binomial lattice model with the following assumptions: dividend yield of 0.0% since Acxiom is currently not paying dividends and there are no plans to pay dividends; risk-free interest rates from 2.24% to 2.32%, based on the rate of U.S. Treasury securities with a term equal to the remaining term of each option; remaining terms of each option from 8.6 to 9.9 years; expected volatility of 38%, based on both the historical volatility of Acxiom stock, as well as the implied volatility of traded Acxiom options; and a suboptimal exercise multiple of 1.4, based on actual historical exercise activity of Acxiom options. The number of shares and exercise price of each replacement option were determined by converting Arbor options into equivalent Acxiom options by multiplying the number of shares subject to Arbor options by the exchange ratio of .41998 and by dividing the exercise price for each Arbor option by the exchange ratio of .41998. Once the value of each replacement option was determined, the total fair value of $7.4 million, net of any forfeitures, will be expensed by the Company over the remaining vesting period of each option. Also in fiscal 2017, as part of the Company’s acquisition of Circulate, the Company issued 73,164 replacement stock options having a per share weighted-average fair value and exercise price of $24.80 and $2.30, respectively, to Circulate employees who had outstanding unvested stock options to purchase Circulate stock. The total fair value of $1.8 million, net of any forfeitures, will be expensed by the Company over the remaining vesting period of each option. In fiscal 2016, the Company granted 445,785 stock options, having a per-share weighted-average fair value of $6.48. This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0% since Acxiom is currently not paying dividends and there are no plans to pay dividends; risk-free interest rate of 2.2%, based on the rate of U.S. Treasury securities with a term equal to the life of the options; expected option life of 4.5 years, an output of the lattice model; expected volatility of 40%, based on both the historical volatility of Acxiom stock, as well as the implied volatility of traded Acxiom options; and a suboptimal exercise multiple of 1.4, determined using actual historical exercise activity of Acxiom options. In fiscal 2015, the Company granted 415,639 stock options, exclusive of replacement options granted in connection with the LiveRamp acquisition. The per-share weighted-average fair value of the stock options granted during 2015 was $8.05. This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0% since Acxiom is not currently paying dividends and there are no plans to pay dividends; risk-free interest rate of 2.5%, based on the rate of U.S. Treasury securities with a term equal to the life of the options; expected option life of 4.4 years, an output of the lattice model; expected volatility of 43%, based on both the historical volatility of Acxiom stock, as well as the implied volatility of traded Acxiom options; and a suboptimal exercise multiple of 1.4, determined using actual historical exercise activity of Acxiom options. In fiscal 2015, as part of the Company’s acquisition of LiveRamp, the Company issued 1,473,668 replacement stock options to LiveRamp employees who had outstanding unvested stock options to purchase LiveRamp stock. The fair value of the replacement options was determined using a customized binomial lattice model with the following assumptions: dividend yield of 0.0% since Acxiom is not currently paying dividends and there are no plans to pay dividends; risk-free interest rates of from 1.57% to 2.54%, based on the rate of U.S. Treasury securities with a term equal to the remaining term of each option; remaining terms of each option of from 6.1 to 9.7 years; expected volatility of 43%, based on both the historical volatility of Acxiom stock, as well as the implied volatility of traded Acxiom options; and a suboptimal exercise multiple of 1.4, based on actual historical exercise activity of Acxiom options. The number of shares of each replacement option and the exercise price of each replacement option was determined by converting LiveRamp options into equivalent Acxiom options by multiplying the number of shares subject to LiveRamp options by the exchange ratio of .63774 and by dividing the exercise price for each LiveRamp option by the exchange ratio of .63774. Once the value of each replacement option was determined, the percentage of that value which was attributed to employee service prior to the acquisition date was allocated to the purchase price of LiveRamp, and the remaining value will be expensed by the Company over the remaining vesting period of each option. The total included in the purchase price was $7.0 million and the total to be expensed in future periods was $23.5 million, net of any forfeitures. Stock option activity during the year ended March 31, 2017 was: Weighted-average Weighted-average remaining Aggregate Number of exercise price contractual term Intrinsic value shares per share (in years) (in thousands) Outstanding at March 31, 2016 3,604,102 $ Arbor and Circulate replacement stock options 358,503 $ 1.48 Exercised (855,797) $ 14.04 $ 9,751 Forfeited or cancelled (73,737) $ 13.17 Outstanding at March 31, 2017 3,033,071 $ 13.14 $ 46,574 Exercisable at March 31, 2017 2,128,023 $ 13.79 $ 31,303 The aggregate intrinsic value for options exercised in fiscal 2017, 2016, and 2015 was $9.8 million, $10.7 million, and $8.3 million, respectively. The aggregate intrinsic value at period end represents total pre-tax intrinsic value (the difference between Acxiom’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holders exercised their options on March 31, 2017. This amount changes based upon changes in the fair market value of Acxiom’s stock. A summary of stock options outstanding and exercisable as of March 31, 2017 was: Options outstanding Options exercisable Range of Weighted-average Weighted-average Weighted-average exercise price Options remaining exercise price Options exercise price per share outstanding contractual life per share exercisable per share $ - $ 824,755 years $ 1.67 433,414 $ 1.70 $ - $ 1,475,505 years $ 15.15 1,166,348 $ 14.46 $ - $ 713,259 years $ 21.72 513,598 $ 21.93 $ - $ 19,552 years $ 32.85 14,663 $ 32.85 3,033,071 years $ 13.14 2,128,023 $ 13.79 Total expense related to stock options was approximately $6.9 million in fiscal 2017, $9.8 million in fiscal 2016, and $12.0 million in fiscal 2015. Of the fiscal 2017, 2016 and 2015 expense, $4.3 million, $6.7 million and $9.4 million, respectively, relates to LiveRamp replacement stock options. Of the fiscal 2017 expense, $0.9 million relates to Arbor and Circulate replacement stock options. Future expense for all options is expected to be approximately $11.6 million in total over the next four years. Performance Stock Option Unit Activity In fiscal 2017, the Company granted 633,604 performance-based stock option units with a fair value at the date of grant of $4.9 million, determined using a Monte Carlo simulation model. All the units granted in the current period vest and become exercisable in three equal tranches, each being subject to attainment of performance criteria and a subsequent service period established by the compensation committee of the board of directors (“compensation committee”). Each of the three tranches may vest in a number of stock options, from zero to 300% of the initial award, each having a weighted-average exercise price of $21.40, based on the attainment of certain revenue growth and operating margin targets for the years ending March 31, 2017, 2018, and 2019 respectively. Each tranche is subject to a service period following the respective performance periods, such that each tranche will cliff vest in two separate 50% increments over two years beginning with the compensation committee meeting that immediately follows the end of the respective performance period. Performance stock option unit activity during the year ended March 31, 2017 was: Weighted-average Weighted-average remaining Aggregate Number exercise price contractual term intrinsic value of shares per share (in years) (in thousands) Outstanding at March 31, 2016 — $ — Granted 633,604 $ 21.40 Forfeited or cancelled (78,481) $ 21.36 Outstanding at March 31, 2017 555,123 $ 21.41 $ 3,921 Exercisable at March 31, 2017 — $ — — $ — Of the performance stock option units outstanding at March 31, 2017, 185,042 will reach maturity of the relevant performance period at March 31, 2017. The units are expected to vest at an approximate 171% attainment level during the subsequent service period, resulting in issuance of approximately 316,422 stock options having a weighted average exercise price of $21.40. Total expense related to performance stock option units in fiscal 2017 was $1.3 million. Future expense for these performance stock option units is expected to be approximately $3.9 million over the next four years. Stock Appreciation Right (“SAR”) Activity During fiscal 2015, the Company granted 245,404 performance-based SARs with a fair value at the date of grant of $0.5 million and having an exercise price of $40. All of the performance-based SARs granted in fiscal 2015 vest subject to attainment of performance criteria established by the compensation committee. The units granted in fiscal 2015 may vest in a number of SARs up to 100% of the award, based on the attainment of certain revenue targets for the period from April 1, 2014 to March 31, 2017. At vesting in fiscal 2018, the SARs will be automatically exercised, and the award recipient may receive a number of common stock shares equal to the number of SARs that are being exercised multiplied by the quotient of (a) the final Company stock market value (up to a maximum share value of $70) minus the SAR exercise price, divided by (b) the fair market value of a share of stock at the exercise date. The grant date value of the performance-based SARs was determined using a Monte Carlo simulation model. SAR activity during the year ended March 31, 2017 was: Weighted-average Weighted-average remaining Aggregate Number exercise price contractual term intrinsic value of shares per share (in years) (in thousands) Outstanding at March 31, 2016 245,404 $ 40.00 Outstanding at March 31, 2017 245,404 $ 40.00 — $ — Exercisable at March 31, 2017 — $ — — $ — All of the SAR units outstanding will reach maturity of the relevant performance period at March 31, 2017. The units are expected to achieve the 100% performance attainment level. However, application of the vesting multiplier, together with the applicable $40 exercise price, is expected to result in zero shares granted. Total expense related to SARs in fiscal 2017, 2016 and 2015 was approximately $0.2 million in each period. There is no expected future expense related to these awards. Restricted Stock Unit Activity Non-vested time-vesting restricted stock units activity during the year ended March 31, 2017 was: Weighted-average Weighted-average fair value per remaining Number share at grant contractual of shares date term (in years) Outstanding at March 31, 2016 2,279,895 $ 19.69 Granted 2,309,183 $ 24.01 Vested (1,013,186) $ 20.04 Forfeited or cancelled (268,315) $ 20.02 Outstanding at March 31, 2017 3,307,577 $ 22.57 During fiscal 2017, the Company granted time-vesting restricted stock units covering 2,309,183 shares of common stock with a fair value at the date of grant of $55.4 million, of which units covering 768,710 shares, with a fair value at grant date of $20.4 million, were granted to former Arbor and Circulate employees subsequent to the acquisitions (see Note 3 - Acquisitions). Of the restricted stock units granted in the current period, 1,454,340 vest in equal annual increments over four years, 398,079 partially cliff vest at the one-year anniversary and then over equal quarterly increments during the subsequent two years, 408,534 partially cliff vest at the one-year anniversary and then over equal quarterly increments during the subsequent year, and 48,230 vest in one year. During fiscal 2016, the Company granted time-vesting restricted stock units covering 1,427,561 shares of common stock with a fair value at the date of grant of $27.0 million. Of the restricted stock units granted in the current period, 1,041,572 vest in equal annual increments over four years, 70,799 vest in equal annual increments over two years, 72,650 vest in one year, and 242,540 vest in equal quarterly increments starting 15 months after the date of grant. During fiscal 2015, the Company granted time-vesting restricted stock units covering 1,770,303 shares of common stock with a fair value at the date of grant of $37.6 million, of which units covering 1,075,392 shares, with a fair value at date of grant of $23.7 million, were granted to former LiveRamp employees subsequent to the acquisition of LiveRamp (see Note 3 - Acquisitions). Of the restricted stock units granted in fiscal 2015, 773,735 vest in equal annual increments over four years, 927,052 vest in equal annual increments over two years, and 69,516 vest in one year. Valuation of time-vesting restricted stock units for all periods presented is equal to the quoted market price for the shares on the date of grant. The total fair value of time-vesting restricted stock units vested in fiscal 2017, 2016, and 2015 was $23.1 million, $17.6 million, and $8.4 million, respectively and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested. Non-vested performance-based restricted stock units activity during the year ended March 31, 2017 was: Weighted-average Weighted-average fair value per remaining Number share at contractual of shares grant date term (in years) Outstanding at March 31, 2016 516,818 $ 18.62 Granted 263,835 $ Forfeited or cancelled (47,942) $ Outstanding at March 31, 2017 732,711 $ During fiscal 2017, the Company granted performance-based restricted stock units covering 263,835 shares of common stock with a fair value at the date of grant of $6.6 million, determined using a Monte Carlo simulation model. Of the performance-based restricted stock units granted in fiscal 2017, 9,416 units represent award modifications that included 14,349 corresponding cancelled units. The remaining 254,419 performance-based restricted stock units, having a fair value at the date of grant of $6.3 million, vest subject to attainment of performance criteria established by the compensation committee. Those units may vest in a number of shares from zero to 200% of the award, based on the total shareholder return of Acxiom common stock compared to total shareholder return of a group of peer companies (“TSR”) established by the compensation committee of the board of directors for the period from April 1, 2016 to March 31, 2019. During fiscal 2016, the Company granted performance-based restricted stock units covering 367,807 shares of common stock with a fair value at the date of grant of $6.8 million. All the performance-based restricted stock units granted in fiscal 2016 vest subject to attainment of performance criteria established by the compensation committee. The units granted in the current period may vest in a number of shares from zero to 200% of the award, based on the attainment of an earnings-per-share target for fiscal 2018, with a modifier based on the total shareholder return of Acxiom common stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2015 to March 31, 2018. The value of the performance-based restricted stock units is determined using a Monte Carlo simulation model. During fiscal 2015, the Company granted performance-based restricted stock units covering 263,609 shares of common stock with a fair value at the date of grant of $5.0 million. All the performance-based restricted stock units granted in fiscal 2015 vest subject to attainment of performance criteria established by the compensation committee. The units granted in fiscal 2015 may vest in a number of shares from zero to 200% of the award, based on the attainment of an earnings-per-share target for fiscal 2017, with a modifier based on the total shareholder return of Acxiom stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2014 to March 31, 2017. The value of the performance units is determined using a Monte Carlo simulation model. There were no performance-based restricted stock units vested in fiscal 2017 and 2016. During fiscal 2015, 517,565 performance-based restricted stock units vested. Of the units vested, 109,273 vested due to attainment of performance and shareholder return targets established by the compensation committee in fiscal 2012. The remaining 408,292 units represent inducement awards granted to certain of the Company’s chief executive officers. Of the performance-based restricted stock units outstanding at March 31, 2017, 157,985 will reach maturity of the relevant performance period at March 31, 2017. The units are expected to vest at an approximate 200% performance attainment level that is modified by an expected 80% TSR multiplier, resulting in issuance of approximately 252,776 shares of common stock. Of the performance-based restricted stock units outstanding at March 31, 2017, 278,378 will reach maturity of the relevant performance period at March 31, 2018. The units are expected to vest at an approximate 200% attainment level, resulting in issuance of approximately 556,756 shares of common stock before consideration of the TSR multiplier. The expense related to restricted stock in fiscal 2017, 2016, and 2015 was $33.3 million, $19.4 million, and $15.2 million, respectively. Future expense for restricted stock units is expected to be approximately $19.9 million in fiscal 2017, $11.7 million in fiscal 2018, $5.4 million in fiscal 2019 and $1.4 million in fiscal 2020. Other Performance Unit Activity During fiscal 2016, the Company granted 323,080 performance-based units with a fair value at the date of grant of $0.9 million. All the performance-based units granted vest subject to attainment of performance criteria established by the compensation committee. The units granted may vest in a number of units up to 100% of the award, based on the attainment of certain Company common stock share price targets for the period from July 1, 2015 to June 30, 2017. At vesting, the award recipient may receive a number of common stock shares equal to the number of units vested multiplied by a share price factor. The share price factor modifies the final number of common shares awarded based on the Company’s stock price on the date of vesting and ranges from 0% at a $25 Company stock price, or below, to 100% at a $55 Company stock price. The grant date fair value of the performance-based units is determined using a Monte Carlo simulation model. During fiscal 2015, the Company granted 312,575 performance-based units with a fair value at the date of grant of $1.6 million. All the other performance-based units granted in fiscal 2015 vest subject to attainment of performance criteria established by the compensation committee. Of the units granted in fiscal 2015, 201,464 may vest in a number of units up to 100% of the award, based on the attainment of certain revenue targets for the period from April 1, 2014 to March 31, 2017. At vesting, the award recipient may receive a number of common stock shares equal to the number of units vested multiplied by a share price factor. The share price factor modifies the final number of common shares awarded based on the Company’s stock price on the date of vesting and ranges from 0% at a $40 Company stock price, or below, to 100% at a $70 Company stock price. The units also contain an accelerated exercise provision if the closing market price of the Company’s stock exceeds the $70 maximum share value for 20 consecutive trading days during the performance period. The grant date value of the performance-based units is determined using a Monte Carlo simulation model. The remaining 111,111 units granted in fiscal 2015 may vest in a number of units up to 100% of the award, based on the attainment of certain revenue targets for the period from April 1, 2015 to March 31, 2018. At vesting, the award recipient may receive a number of common stock shares equal to the number of units vested multiplied by a share price factor. The share price factor modifies the final number of common shares awarded based on the Company’s stock price on the date of vesting and ranges from 0% at a $25 Company stock price, or below, to 100% at a $45 Company stock price. The units also contain an accelerated exercise provision if the closing market price of the Company’s stock exceeds the $45 maximum share value for 20 consecutive trading days during the performance period. The grant date value of the performance-based units is determined using a Monte Carlo simulation model. Other performance unit activity during the year ended March 31, 2017 was: Weighted average Weighted-average fair value per remaining Number share at contractual of shares grant date term (in years) Outstanding at March 31, 2016 635,655 $ 4.07 1.30 Forfeited or cancelled (38,462) $ Outstanding at March 31, 2017 597,193 $ 4.14 0.30 Of the other performance-based stock units outstanding at March 31, 2017, 201,464 will reach maturity of the relevant performance period at March 31, 2017. The units are expected to have an approximate 100% performance attainment level. However, application of the share price factor is expected to result in 0% shares vesting. Of the other performance-based stock units outstanding at March 31, 2017, 284,618 will reach maturity of the relevant performance period at June 30, 2017. The units are expected to have an approximate 24% performance attainment level, resulting in issuance of approximately 68,308 shares of common stock. The expense related to other performance units in fiscal 2017, 2016 and 2015 was $1.0 million, $0.9 and $0.3 million, respectively. Future expense for these performance units is expected to be approximately $0.3 million over the next fiscal year. Consideration Holdback As part of the Company’s acquisition of Arbor, $38.3 million of the acquisition consideration otherwise payable with respect to shares of restricted Arbor common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a “Holdback Agreement”). The consideration holdback will vest in 30 equal, monthly increments following the date of close, subject to the Arbor key employees’ continued employment through each monthly vesting date. At each vesting date, 1/30th of the $38.3 million holdback consideration will vest and be settled in shares of Company common stock. The number of shares will be based on the then current market price of the Company common stock. Total expense in fiscal 2017 related to the Holdback Agreement was approximately $5.1 million. Qualified Employee Stock Purchase Plan In addition to the share-based plans, the Company maintains a qualified employee stock purchase plan (“ESPP”) that permits substantially all employees to purchase shares of common stock at a discount from the market price. At March 31, 2017, there were approximately 0.7 million shares available for issuance under the ESPP. During the combined fiscal years of 2017, 2016, and 2015, 201,678 shares were purchased under the plan. The total expense to the Company, representing the discount to the market price, for fiscal 2017, 2016 and 2015 was approximately $0.4 million, $0.2 million and $0.1 million, respectively. Accumulated Other Comprehensive Income The accumulated balances for each component of other comprehensive income was (dollars in thousands): March 31, March 31, 2017 2016 Foreign currency translation $ 7,999 $ 8,705 Unrealized gain (loss) on interest rate swap — (115) $ 7,999 $ 8,590 |