Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2016 | Jan. 27, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | ACXIOM CORP | |
Entity Central Index Key | 733,269 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 77,830,113 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 137,850 | $ 189,629 |
Trade accounts receivable, net | 137,523 | 138,650 |
Refundable income taxes | 526 | 9,834 |
Other current assets | 48,035 | 37,897 |
Total current assets | 323,934 | 376,010 |
Property and equipment, net of accumulated depreciation and amortization | 174,005 | 183,043 |
Software, net of accumulated amortization | 51,308 | 55,735 |
Goodwill | 591,102 | 492,745 |
Purchased software licenses, net of accumulated amortization | 7,989 | 10,116 |
Deferred income taxes | 9,115 | 6,885 |
Other assets, net | 52,421 | 25,315 |
TOTAL ASSETS | 1,209,874 | 1,149,849 |
Current liabilities: | ||
Current installments of long-term debt | 36,050 | 32,243 |
Trade accounts payable | 43,117 | 37,717 |
Accrued payroll and related expenses | 45,082 | 61,309 |
Other accrued expenses | 57,187 | 48,254 |
Deferred revenue | 32,644 | 44,477 |
Total current liabilities | 214,080 | 224,000 |
Long-term debt | 200,798 | 157,897 |
Deferred income taxes | 57,165 | 53,964 |
Other liabilities | 14,721 | 15,020 |
Commitments and contingencies | ||
Equity: | ||
Common stock | 13,222 | 13,039 |
Additional paid-in capital | 1,131,553 | 1,082,220 |
Retained earnings | 610,690 | 598,501 |
Accumulated other comprehensive income | 6,297 | 8,590 |
Treasury stock, at cost | (1,038,652) | (1,003,382) |
Total equity | 723,110 | 698,968 |
TOTAL LIABILITIES AND EQUITY | $ 1,209,874 | $ 1,149,849 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues | $ 223,312 | $ 221,193 | $ 655,380 | $ 625,433 |
Cost of revenue | 116,468 | 125,735 | 359,392 | 364,756 |
Gross profit | 106,844 | 95,458 | 295,988 | 260,677 |
Operating expenses: | ||||
Research and development | 20,950 | 18,400 | 58,631 | 57,489 |
Sales and marketing | 43,048 | 36,581 | 118,243 | 100,334 |
General and administrative | 31,620 | 36,793 | 91,993 | 100,055 |
Impairment of goodwill and other assets | 729 | |||
Gains, losses and other items, net | 2,111 | 4,058 | 2,724 | 7,369 |
Total operating expenses | 97,729 | 95,832 | 271,591 | 265,976 |
Income (loss) from operations | 9,115 | (374) | 24,397 | (5,299) |
Other income (expense): | ||||
Interest expense | (1,743) | (1,948) | (5,244) | (5,789) |
Other, net | 35 | 303 | 135 | 666 |
Total other expense | (1,708) | (1,645) | (5,109) | (5,123) |
Income (loss) from continuing operations before income taxes | 7,407 | (2,019) | 19,288 | (10,422) |
Income taxes (benefit) | 6,334 | (1,580) | 7,099 | (3,456) |
Net earnings (loss) from continuing operations | 1,073 | (439) | 12,189 | (6,966) |
Earnings (loss) from discontinued operations, net of tax | (971) | 15,240 | ||
Net earnings (loss) | $ 1,073 | $ (1,410) | $ 12,189 | $ 8,274 |
Basic earnings (loss) per share: | ||||
Net earnings (loss) from continuing operations (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.16 | $ (0.09) |
Net earnings from discontinued operations (in dollars per share) | (0.01) | 0.20 | ||
Net earnings (in dollar per share) | 0.01 | (0.02) | 0.16 | 0.11 |
Diluted earnings (loss) per share: | ||||
Net earnings (loss) from continuing operations (in dollars per share) | 0.01 | (0.01) | 0.15 | (0.09) |
Net earnings from discontinued operations (in dollars per share) | (0.01) | 0.20 | ||
Net earnings (loss) (in dollars per share) | $ 0.01 | $ (0.02) | $ 0.15 | $ 0.11 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net earnings (loss) | $ 1,073 | $ (1,410) | $ 12,189 | $ 8,274 |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment | (1,340) | 255 | (2,410) | (1,418) |
Unrealized gain on interest rate swap | 21 | 217 | 117 | 146 |
Other comprehensive income (loss) | (1,319) | 472 | (2,293) | (1,272) |
Comprehensive income (loss) | $ (246) | $ (938) | $ 9,896 | $ 7,002 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Dec. 31, 2016 - USD ($) $ in Thousands | Common Stock | Additional paid-in Capital | Retained earnings | Accumulated other comprehensive income | Treasury Stock | Total |
Balances at Mar. 31, 2016 | $ 13,039 | $ 1,082,220 | $ 598,501 | $ 8,590 | $ (1,003,382) | $ 698,968 |
Balances (in shares) at Mar. 31, 2016 | 130,390,106 | (53,030,682) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Employee stock awards, benefit plans and other issuances | $ 85 | 14,313 | $ (4,728) | 9,670 | ||
Employee stock awards, benefit plans and other issuances (in shares) | 853,553 | (211,567) | ||||
Tax impact of stock options, warrants and restricted stock | 1,163 | 1,163 | ||||
Non-cash stock-based compensation | $ 9 | 33,946 | 33,955 | |||
Non-cash stock-based compensation (in shares) | 87,717 | |||||
Restricted stock units vested | $ 89 | (89) | ||||
Restricted stock units vested (in shares) | 892,480 | |||||
Acquisition of treasury stock | $ (30,542) | (30,542) | ||||
Acquisition of treasury stock (in shares) | (1,314,840) | |||||
Comprehensive income (loss): | ||||||
Foreign currency translation | (2,410) | (2,410) | ||||
Unrealized gain on interest rate swap | 117 | 117 | ||||
Net earnings (loss) | 12,189 | 12,189 | ||||
Balances at Dec. 31, 2016 | $ 13,222 | $ 1,131,553 | $ 610,690 | $ 6,297 | $ (1,038,652) | $ 723,110 |
Balances (in shares) at Dec. 31, 2016 | 132,223,856 | (54,557,089) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 12,189 | $ 8,274 |
Earnings from discontinued operations, net of tax | (15,240) | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 61,097 | 63,221 |
Loss (gain) on disposal or impairment of assets | (520) | 209 |
Impairment of goodwill and other assets | 729 | |
Deferred income taxes | (1,982) | (4,856) |
Non-cash stock-based compensation expense | 33,955 | 23,529 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (6,161) | (15,238) |
Other assets | 8,653 | (2,643) |
Accounts payable and other liabilities | (11,819) | 3,182 |
Deferred revenue | (10,247) | 9,205 |
Net cash provided by operating activities | 85,165 | 70,372 |
Cash flows from investing activities: | ||
Capitalized software development costs | (11,171) | (10,360) |
Capital expenditures | (30,096) | (33,822) |
Data acquisition costs | (463) | (1,135) |
Net cash received from disposition | 16,988 | |
Net cash paid in acquisitions | (137,383) | (5,386) |
Net cash used in investing activities | (162,125) | (50,703) |
Cash flows from financing activities: | ||
Proceeds from debt | 70,000 | |
Payments of debt | (24,173) | (79,183) |
Sale of common stock, net of stock acquired for withholding taxes | 9,670 | 6,343 |
Excess tax benefits from stock-based compensation | 1,785 | 2,022 |
Acquisition of treasury stock | (30,542) | (37,535) |
Net cash provided by (used in) financing activities | 26,740 | (108,353) |
Net cash used in continuing operations | (50,220) | (88,684) |
Cash flows from discontinued operations: | ||
Net cash provided by operating activities | 10,277 | |
Net cash provided by investing activities | 124,506 | |
Net cash used in financing activities | (206) | |
Net cash provided by discontinued operations | 134,577 | |
Net cash provided by (used in) continuing and discontinued operations | (50,220) | 45,893 |
Effect of exchange rate changes on cash | (1,559) | (513) |
Net change in cash and cash equivalents | (51,779) | 45,380 |
Cash and cash equivalents at beginning of period | 189,629 | 141,010 |
Cash and cash equivalents at end of period | 137,850 | 186,390 |
Cash paid during the period for: | ||
Interest | 5,301 | 6,220 |
Income taxes, net of refunds | 4,796 | 6,004 |
Prepayment of debt | 55,000 | |
Payments on capital leases and installment payment arrangements | 63 | |
Payments on capital leases and installment payment arrangements of discontinued operations | 206 | |
Other debt payments | $ 24,173 | $ 24,120 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 9 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 1. These condensed consolidated financial statements have been prepared by Acxiom Corporation (“Registrant,” “Acxiom”, we, us or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC” or the “Commission”). In the opinion of the Registrant’s management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading. All such adjustments are of a normal recurring nature. Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Registrant’s annual report on Form 10-K for the fiscal year ended March 31, 2016 (“2016 Annual Report”), as filed with the Commission on May 27, 2016. This quarterly report and the accompanying condensed consolidated financial statements should be read in connection with the 2016 Annual Report. The financial information contained in this quarterly report is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2017. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Actual results could differ from those estimates. Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements. Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation. A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s 2016 Annual Report. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to continuing operations. Accounting Pronouncements Adopted During the Current Year In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The new standard eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues, including payments for debt prepayments or extinguishments. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017 (fiscal 2019 for the Company) and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. We early adopted the new standard during the fiscal quarter ended September 30, 2016. Early adoption did not result in any changes to our existing accounting policies, presentation of items in our condensed consolidated statements of cash flows, or any changes resulting from the retrospective application to all periods reported. Recent Accounting Pronouncements Not Yet Adopted On November 17, 2016, the . It is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting as part of its simplification initiative. The objective of the simplification initiative is to identify, evaluate, and improve areas of U.S. GAAP for which cost and complexity can be reduced while maintaining the usefulness of the information provided to users of financial statements. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 (fiscal 2018 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. The Company is continuing to evaluate the impact of the adoption of this guidance on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as a comprehensive new standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. The new standard will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous guidance, ASC 840, Leases. ASU 2016-02 creates a new Topic, ASC 842, Leases. This new Topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. ASU 2016-02 is effective for annual periods beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is continuing to evaluate the impact of the adoption of this guidance on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, to supersede nearly all existing revenue recognition guidance under U.S. GAAP, as well as some cost guidance and guidance on certain gains and losses. The FASB also issued ASU 2016-08, Revenue from Contracts with Customers – Principal versus Agent Considerations, and ASU 2016-10, Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing. The core principle of the new guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The guidance defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among other areas. The effective date for the update has been deferred until fiscal 2019 for the Company, with early application allowed for fiscal 2018. Adoption of the update may be applied using either of two methods: (i) retrospective application to each prior reporting period presented with the option to elect certain practical expedients; or (ii) retrospective application with the cumulative effect recognized at the date of initial application and providing certain additional disclosures. The Company has completed its preliminary assessment of the new standard and is continuing assessment as we complete implementation design activities. The Company cannot currently estimate the financial statement impact of adoption. The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the Company's consolidated financial statements or related disclosures. |
EARNINGS (LOSS) PER SHARE AND S
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | 9 Months Ended |
Dec. 31, 2016 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | 2. Earnings (Loss) Per Share A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Basic earnings (loss) per share: Net earnings (loss) from continuing operations $ $ $ $ Net earnings (loss) from discontinued operations, net of tax — — Net earnings (loss) $ $ $ $ Basic weighted-average shares outstanding Basic earnings (loss) per share: Continuing operations $ $ $ $ Discontinued operations — — Net earnings (loss) $ $ $ $ Diluted earnings (loss) per share: Basic weighted-average shares outstanding Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — Diluted weighted-average shares outstanding Diluted earnings (loss) per share: Continuing operations $ $ $ $ Discontinued operations — — Net earnings (loss) $ $ $ $ Due to the net loss from continuing operations incurred by the Company during the quarter and nine months ended December 31, 2015, the dilutive effect of options, warrants and restricted stock units covering 1.5 million and 1.4 million shares of common stock, respectively, was excluded in each period from the diluted loss per share calculation since the impact on the calculation was anti-dilutive. Additional options and warrants to purchase shares of common stock and restricted stock units, including performance-based restricted stock units not meeting performance criteria, that were outstanding during the periods presented but were not included in the computation of diluted earnings per share because the effect was anti-dilutive are shown below (in thousands, except share price amounts): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Number of shares outstanding under options, warrants and restricted stock units Range of exercise prices for options $ 32.85 - $32.85 $ 17.49 - $62.06 $ 20.27 - $32.85 $ 17.49 - $62.06 Stockholders’ Equity 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 nine months ended December 31, 2016, the Company repurchased 1.3 million shares of its common stock for $30.5 million. Through December 31, 2016, the Company had repurchased 16.8 million shares of its stock for $285.7 million, leaving remaining capacity of $114.3 million under the stock repurchase program. Accumulated Other Comprehensive Income The following table presents the accumulated balances for each component of other comprehensive income (dollars in thousands): December 31, March 31, 2016 2016 Foreign currency translation $ $ Unrealized gain (loss) on interest rate swap $ $ |
SHARE-BASED COMPENSATION_
SHARE-BASED COMPENSATION: | 9 Months Ended |
Dec. 31, 2016 | |
SHARE-BASED COMPENSATION: | |
SHARE-BASED COMPENSATION: | 3. 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 December 31, 2016, there were a total of 2.6 million shares available for future grants under the plans. Stock Option Activity As part of the Company’s acquisition of Arbor Technologies, Inc. (“Arbor”) (see note 4), the Company issued 284,985 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%; 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. As part of the Company’s acquisition of Circulate.com, Inc. (“Circulate”), the Company issued 73,951 replacement stock options having a per share weighted-average fair value and exercise price of $24.80 and $2.29, 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. Stock option activity for the nine-month period ended December 31, 2016 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 $ Exercised $ $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 $ $ The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Acxiom’s closing stock price on the last trading day of the quarter and the exercise price for each in-the-money option) that would have been realized by the option holders had option holders exercised their options on December 31, 2016. This amount changes based upon changes in the fair market value of Acxiom’s common stock. A summary of stock options outstanding and exercisable as of December 31, 2016 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 $ - $ years $ $ $ - $ years $ $ $ - $ years $ $ $ - $ years $ $ years $ $ Total expense related to stock options for the nine months ended December 31, 2016 and 2015 was approximately $5.4 million and $7.0 million, respectively. Of the fiscal 2017 expense, $2.2 million relates to the LiveRamp acquisition-related replacement options. Future expense for these options is expected to be approximately $12.6 million over the next four years. Performance Stock Option Unit Activity During the nine months ended December 31, 2016, the Company granted 633,604 performance-based stock option units with a value at the date of grant of $4.9 million, determined using a Monte Carlo simulation model. All of 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 (“Comp 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 board of directors compensation committee meeting that immediately follows the end of the respective performance period. Performance stock option unit activity for the nine-month period ended December 31, 2016 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 $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 — $ — — $ — Of the performance stock option units outstanding at December 31, 2016, 203,277 will reach maturity of the relevant performance period at March 31, 2017. The units are expected to vest at an approximate 170% attainment level during the subsequent service period, resulting in issuance of approximately 345,571 stock options having a weighted average exercise price of $21.40. Total expense related to performance stock option units for the nine months ended December 31, 2016 was $1.0 million. Future expense for these performance stock option units is expected to be approximately $4.7 million over the next five years. Stock Appreciation Right (SAR) Activity SAR activity for the nine-month period ended December 31, 2016 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 $ Outstanding at December 31, 2016 $ $ — Exercisable at December 31, 2016 — $ — — $ — Total expense related to SARs for the nine months ended December 31, 2016 and 2015 was $0.1 million in both periods. Future expense for these SARs is not material. Restricted Stock Unit Activity During the nine months ended December 31, 2016, the Company granted time-vesting restricted stock units covering 2,107,608 shares of common stock with a value at the date of grant of $50.1 million, of which units covering 768,710 shares, with a value at grant date of $20.0 million, were granted to former Arbor and Circulate employees subsequent to the acquisitions (see note 4). Of the restricted stock units granted in the current period, 1,395,116 vest in equal annual increments over four years, 357,829 partially cliff vest at the one-year anniversary and then over equal quarterly increments during the subsequent two years, 316,481 partially cliff vest at the one-year anniversary and then over equal quarterly increments during the subsequent year, and 38,182 vest in one year. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Non-vested time-vesting restricted stock unit activity for the nine-month period ended December 31, 2016 was: Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Granted $ Vested $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ During the nine months ended December 31, 2016, the Company granted performance-based restricted stock units covering 254,419 shares of common stock with a value at the date of grant of $6.3 million, determined using a Monte Carlo simulation model. All of the performance-based restricted stock units granted in the current period vest subject to attainment of performance criteria established by the Comp 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 total shareholder return of Acxiom common stock compared to total shareholder return of a group of peer companies (“TSR”) established by the Comp Committee of the board of directors for the period from April 1, 2016 to March 31, 2019. Non-vested performance-based restricted stock unit activity for the nine-month period ended December 31, 2016 was: Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Granted $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ Of the performance-based restricted stock units outstanding at December 31, 2016, 159,306 will reach maturity of the relevant performance period at March 31, 2017. The units are expected to vest at an approximate 200% attainment level, resulting in issuance of approximately 318,612 shares of common stock before consideration of the TSR multiplier. Of the performance-based restricted stock units outstanding at December 31, 2016, 287,630 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 575,260 shares of common stock before consideration of the TSR multiplier. Total expense related to all restricted stock units for the nine months ended December 31, 2016 and 2015 was approximately $24.4 million and $13.9 million, respectively. Future expense for these restricted stock units is expected to be approximately $73.0 million over the next four years. Other Performance Unit Activity Other performance-based unit activity for the nine-month period ended December 31, 2016 was: Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ Total expense related to other performance units for the nine months ended December 31, 2016 and 2015 was $0.7 million and $0.6 million, respectively. Future expense for these performance units is expected to be approximately $0.6 million over the next two years. 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, 1/30 th 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 related to the Holdback Agreement for the nine months ended December 31, 2016 was approximately $1.3 million. |
ACQUISITIONS_
ACQUISITIONS: | 9 Months Ended |
Dec. 31, 2016 | |
ACQUISITIONS: | |
ACQUISITIONS: | 4. Arbor and Circulate The Company acquired all of the outstanding shares of Arbor and Circulate on November 22, 2016 and November 29, 2016, respectively. Arbor and Circulate help publishers connect people-based data to the marketing ecosystem. As a result of these acquisitions, Arbor and Circulate are now wholly-owned subsidiaries of the Company included in the Connectivity segment, and increase the scale of the Company’s omni-channel identity graph and network. The Company has included the financial results of Arbor and Circulate in the condensed consolidated financial statements from the dates of acquisition. The consideration paid for the outstanding shares and vested stock options was approximately $137.4 million, net of cash acquired of approximately $9.5 million. The consideration paid for unvested stock options had an estimated fair value of $9.2 million. These options are not part of the purchase price and will be expensed as non-cash stock compensation over the applicable vesting periods. In connection with the Arbor acquisition, the Company agreed to pay $38.3 million to certain key employees (see “Consideration Holdback” in note 3). The consideration holdback is payable over 30 equal, monthly increments and is settleable in shares of Company common stock. The number of shares to be issued on a monthly basis will vary depending on the market price of the shares on the date of issuance and will be recorded as non-cash stock compensation expense as the shares are issued. The consideration holdback is not part of the purchase price as vesting is dependent on continued employment of the key employees. Following the closing of Arbor, the Company granted new awards of restricted stock units to select employees of Arbor to induce them to accept employment with the Company (the “Arbor Inducement Awards”). The Arbor Inducement Awards had a grant date fair value of $10.0 million, and will vest over three years with 34% of the total vesting on the first anniversary of the closing date and 8.25% vesting each three months thereafter, subject to the employee’s continued service through each vesting date. Following the closing of Circulate, the Company granted new awards of restricted stock units to select employees of Circulate to induce them to accept employment with the Company (the “Circulate Inducement Awards”). The Circulate Inducement Awards had a grant date fair value of $10.0 million. The Circulate Inducement Awards granted to certain key employees of Circulate will vest over two years with 50% of the total vesting on the first anniversary of the closing date and 12.5% vesting each three months thereafter, subject to the employee’s continued service through each vesting date and vesting acceleration upon a qualifying termination as set forth in the applicable employee’s offer letter with the Company. The Circulate Inducement Awards granted to all other Circulate employees will vest incrementally over four years with 25% of the total vesting on the first anniversary date of the closing, and 25% vesting each 12 months thereafter, subject to the employee’s continued service through each vesting date. On November 29, 2016, the Company delivered approximately $5.9 million of the cash consideration to an escrow agent according to the terms of the Circulate acquisition agreement. The escrow deposit is restricted as to withdrawal or use by the Company and is expected to be delivered to the sellers one year from the acquisition dates. The principal escrow amount is owned by the Company until funds are delivered to the sellers. All interest and earnings on the principal escrow amount remain property of the Company. The escrow deposit is included in other current assets (note 6), with an offsetting liability included in other accrued expenses (note 7), in the condensed consolidated balance sheet. The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of the date of the acquisitions (dollars in thousands): Assets acquired: Cash $ Trade accounts receivable Goodwill Intangible assets (Other assets) Other current and noncurrent assets Total assets acquired Deferred income taxes Accounts payable and accrued expenses Net assets acquired Less: Cash acquired Net cash paid $ The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations of development of future technology and products, development of future customer relationships, and the Arbor and Circulate assembled workforces. The Company has allocated the goodwill to the reporting units that were expected to benefit from the acquired goodwill. The goodwill balance is not deductible for U.S. income tax purposes. The Company initially recognized the assets and liabilities acquired based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired companies up to the end of the measurement period, which is not longer than a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of the estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgement. As of December 31, 2016, the Company has not completed its fair value analysis and calculation in sufficient detail necessary to arrive at the final estimate of the fair value. The fair values currently assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on the information that was available as of the date of the acquisition. The Company plans to finalize its accounting for the acquisitions and related estimates of the acquisition date fair values of the acquired assets and assumed liabilities prior to July 1, 2017. The amounts allocated to other intangible assets in the table above included developed technology, customer relationships, and a trade name. Intangible assets will be amortized on a straight-line basis over the estimated useful lives of 1 to 6 years. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands): Useful life Fair value (in years) Publisher relationships $ Developed technology 2 to 4 Customer relationships Trade name Total intangible assets $ The Company has omitted disclosures of revenue and net loss of the acquired companies from the acquisition dates of November 22, 2016 and November 29, 2016, respectively, to December 31, 2016 as the amounts are not material. During the nine months ended December 31, 2016, the Company incurred $1.4 million of acquisition costs related to the Arbor and Circulate acquisitions, which are included in gains, losses, and other items, net on the condensed consolidated statement of operations (see note 12). The unaudited pro forma financial information in the table below summarizes the combined results of operations for Acxiom, Arbor and Circulate for the purposes of unaudited pro forma financial information disclosure as if the companies were combined as of the beginning of fiscal 2016. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from these acquisitions, including amortization charges from acquired intangible assets (certain of which are preliminary), stock-based compensation charges for unvested restricted stock-based awards and stock options assumed, if any, and the related tax effects as though the aforementioned companies were combined as of the beginning of fiscal 2016. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2016. The unaudited pro forma financial information for the three and nine months ended December 31, 2016 and 2015, respectively, combined the historical results of Acxiom for the three and nine months ended December 31, 2016 and 2015, and the historical results of Arbor and Circulate for the three and nine months ended September 30, 2016 and 2015 (adjusted due to differences in reporting periods) and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information was as follows (dollars in thousands, except per share data): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues $ $ $ $ Net loss $ $ $ $ Basic loss per share $ $ $ $ Diluted loss per share $ $ $ $ |
DISCONTINUED OPERATIONS AND DIS
DISCONTINUED OPERATIONS AND DISPOSITIONS: | 9 Months Ended |
Dec. 31, 2016 | |
DISCONTINUED OPERATIONS AND DISPOSITIONS: | |
DISCONTINUED OPERATIONS AND DISPOSITIONS: | 5. Disposition of Impact email business In August 2016, the Company completed the sale of its Impact email business to Zeta Interactive for total consideration of $22.0 million, including a $4.0 million subordinated promissory note with interest accruing at a rate of 6.0% per annum (see note 6). The note is payable on the 12 month anniversary of the closing date, and is included in other current assets in the condensed consolidated balance sheet. The Company also entered into a separate multi-year contract to provide Zeta Interactive with Connectivity and Audience Solutions services. Prior to the disposition, the Impact email business was included in the Marketing Services segment results. The business did not meet the requirements of a discontinued business; therefore, all financial results are included in continuing operations. The Company recorded a gain on sale of $0.8 million, included in gains, losses and other items, net (see note 12). The transaction also generated a $4.1 million income tax benefit. Revenue and income from operations from the disposed Impact email business are shown below (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues $ — $ $ $ Income from continuing operations before income taxes $ — $ $ $ IT Infrastructure Management business (“ITO”) During fiscal 2016, the Company completed the sale of its ITO business to Charlesbank Capital Partners and M/C Partners. The business qualified for treatment as discontinued operations during fiscal 2016. Accordingly, the results of operations, cash flows, and the balance sheet amounts pertaining to ITO, for all periods reported, have been classified as discontinued operations in the condensed consolidated financial statements. Summary results of operations of ITO for the three months and nine months ended December 31, 2015, are segregated and included in earnings from discontinued operations, net of tax, in the condensed consolidated statements of operations. The following table is a reconciliation of the major classes of line items constituting earnings (loss) from discontinued operations, net of tax (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2015 2015 Major classes of line items constituting earnings (loss) from discontinued operations, net of tax: Revenues $ — $ Cost of revenue — Gross profit — Operating expenses: Sales and marketing — General and administrative — Gain on sale of discontinued operations Total operating expenses Earnings (loss) from discontinued operations Interest expense — Other, net — Earnings (loss) from discontinued operations before income taxes Income taxes (benefit) Earnings (loss) from discontinued operations, net of tax $ $ ITO was a provider of managed hosting and cloud infrastructure services, optimized for mid-tier enterprises. The Company entered into certain agreements with ITO in which support services, including data center co-location services, are provided from the Company to ITO, and from ITO to the Company. Additionally, the Company entered into certain other agreements with ITO to provide or receive leased office space. The terms of these agreements range from several months to the longest of which continues through July 2020. The agreements generally provide cancellation provisions, without penalty, at various times throughout the term. Cash inflows and outflows related to the agreements are included in cash flows from operating activities in the condensed consolidated statements of cash flows. Revenues and expenses related to the agreements are included in income (loss) from operations in the condensed consolidated statements of operations. The related cash inflows and outflows and revenues and expenses for all periods reported are shown below (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Cash inflows $ $ $ $ Cash outflows $ $ $ $ Revenues $ $ $ $ Expenses $ $ $ $ |
OTHER CURRENT AND NONCURRENT AS
OTHER CURRENT AND NONCURRENT ASSETS: | 9 Months Ended |
Dec. 31, 2016 | |
OTHER CURRENT AND NONCURRENT ASSETS: | |
OTHER CURRENT AND NONCURRENT ASSETS: | 6. Other current assets consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Prepaid expenses $ $ Escrow deposit (see note 4) — Note receivable (see note 5) — Assets of non-qualified retirement plan Other current assets $ $ Other noncurrent assets consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Acquired intangible assets, net $ $ Deferred data acquisition costs Other miscellaneous noncurrent assets Noncurrent assets $ $ |
OTHER ACCRUED EXPENSES_
OTHER ACCRUED EXPENSES: | 9 Months Ended |
Dec. 31, 2016 | |
Other Accrued Expenses [Abstract]. | |
OTHER ACCRUED EXPENSES | 7. Other accrued expenses consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Accrued purchase consideration (see note 4) $ $ — Other accrued expenses Other current assets $ $ |
GOODWILL_
GOODWILL: | 9 Months Ended |
Dec. 31, 2016 | |
GOODWILL: | |
GOODWILL: | 8. The following table summarizes Goodwill activity, by segment, for the nine months ended December 31, 2016 (dollars in thousands). Marketing Audience Services Solutions Connectivity Total Balance at March 31, 2016 $ $ $ $ Allant adjustment — — Arbor and Circulate acquisitions (see note 4) — — Impact email disposition (see note 5) — — Change in foreign currency translation adjustment — Balance at December 31, 2016 $ $ $ $ Goodwill by component included in each segment as of December 31, 2016 was: Marketing Audience Services Solutions Connectivity Total U.S. $ $ $ $ APAC — Balance at December 31, 2016 $ $ $ $ |
LONG-TERM DEBT_
LONG-TERM DEBT: | 9 Months Ended |
Dec. 31, 2016 | |
LONG-TERM DEBT: | |
LONG-TERM DEBT: | 9. Long-term debt consists of the following (dollars in thousands): December 31, March 31, 2016 2016 Term loan credit agreement $ $ Revolving credit borrowings — Other debt and long-term liabilities Total long-term debt and capital leases Less current installments Less deferred debt financing costs Long-term debt, excluding current installments and deferred debt financing costs $ $ The Company’s amended and restated credit agreement provides for (1) term loans up to an aggregate principal amount of $300 million and (2) revolving credit facility borrowings consisting of revolving loans, letter of credit participations and swing-line loans up to an aggregate amount of $300 million. The term loan is payable in quarterly installments of $7.5 million through September 2017, followed by quarterly installments of $11.3 million through June 2018, with a final payment of $106.3 million due October 9, 2018. The revolving loan commitment expires October 9, 2018. During the quarter ended December 31, 2016, the Company borrowed $70.0 million on its revolving credit facility and used the proceeds in the Arbor and Circulate acquisitions (see note 4). The revolving credit borrowings are payable and due October 9, 2018. Term loan and revolving credit facility borrowings bear interest at LIBOR or at an alternative base rate plus a credit spread. At December 31, 2016, the LIBOR credit spread was 1.75%. The weighted-average interest rate on term loan borrowings at December 31, 2016 was 2.6%. The weighted-average interest rate on revolving credit borrowings at December 31, 2016 was 2.4%. There were no material outstanding letters of credit at December 31, 2016. The term loan and revolving credit borrowings allow for prepayments before maturity. The credit agreement is secured by the accounts receivable of Acxiom and its domestic subsidiaries, as well as by the outstanding stock of certain Acxiom subsidiaries. Under the terms of the term loan, the Company is required to maintain certain debt-to-cash flow and debt service coverage ratios, among other restrictions. At December 31, 2016, the Company was in compliance with these covenants and restrictions. In addition, if certain financial ratios and other conditions are not satisfied, the revolving credit facility limits the Company’s ability to pay dividends in excess of $30 million in any fiscal year (plus additional amounts in certain circumstances). On March 10, 2014, the Company entered into an interest rate swap agreement. The agreement provides for the Company to pay interest through March 10, 2017 at a fixed rate of 0.98% plus the applicable credit spread on $50.0 million notional amount, while receiving interest for the same period at the LIBOR rate on the same notional amount. The LIBOR rate as of December 31, 2016 was 0.98%. The swap was entered into as a cash flow hedge against LIBOR interest rate movements on the term loan. The Company assesses the effectiveness of the hedge based on the hypothetical derivative method. There was no ineffectiveness for the period ended December 31, 2016. Under the hypothetical derivative method, the cumulative change in fair value of the actual swap is compared to the cumulative change in fair value of the hypothetical swap, which has terms that identically match the critical terms of the hedged transaction. Thus, the hypothetical swap is presumed to perfectly offset the hedged cash flows. The change in the fair value of the hypothetical swap will then be regarded as a proxy for the present value of the cumulative change in the expected future cash flows from the hedged transactions. All of the fair values are derived from an interest-rate futures model. As of December 31, 2016, the hedge relationship still qualified as an effective hedge under applicable accounting standards. Consequently, all changes in fair value of the derivative will be deferred and recorded in other comprehensive income (loss) until the related forecasted transaction is recognized in the condensed consolidated statement of operations. The fair market value of the derivative was zero at inception and an immaterial unrealized loss since inception is recorded in other comprehensive income (loss). The fair value of the interest rate swap agreement recorded in accumulated other comprehensive income may be recognized in the condensed consolidated statement of operations if certain terms of the floating-rate debt change, if the floating-rate debt is extinguished or if the interest rate swap agreement is terminated prior to maturity. The Company has assessed the creditworthiness of the counterparty of the swap and concludes that no substantial risk of default exists as of December 31, 2016. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | 9 Months Ended |
Dec. 31, 2016 | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | 10. Trade accounts receivable are presented net of allowances for doubtful accounts, returns and credits of $6.7 million at December 31, 2016 and $7.3 million at March 31, 2016. |
SEGMENT INFORMATION_
SEGMENT INFORMATION: | 9 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION: | |
SEGMENT INFORMATION: | 11. The Company reports segment information consistent with the way management internally disaggregates its operations to assess performance and to allocate resources. Revenues and cost of revenue are generally directly attributed to the segments. Certain revenue contracts are allocated among the segments based on the relative value of the underlying products and services. Cost of revenue, excluding non-cash stock compensation expense and purchased intangible asset amortization, is directly charged in most cases and allocated in certain cases based upon proportional usage. Operating expenses, excluding non-cash stock compensation expense and purchased intangible asset amortization, are attributed to the segment groups as follows: · Research and development expenses are primarily directly recorded to each segment group based on identified products supported. · Sales and marketing expenses are primarily directly recorded to each segment group based on products supported and sold. · General and administrative expenses are generally not allocated to the segments. · Gains, losses and other items, net are not allocated to the segment groups. We do not track our assets by operating segments. Consequently, it is not practical to show assets by operating segment. The following table presents information by business segment (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues: Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment revenues $ $ $ $ Gross profit (1) : Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment gross profit $ $ $ $ Income (loss) from operations (1) : Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment income from operations $ $ $ $ (1) Gross profit and Income (loss) from operations reflect only the direct and allocable controllable costs of each segment and do not include allocations of corporate expenses (primarily general and administrative expenses) and gains, losses, and other items, net. Additionally, Gross profit and Income (loss) from operations do not reflect non-cash stock compensation expense and purchased intangible asset amortization. The following table reconciles total operating segment gross profit to gross profit and total operating segment income from operations to income (loss) from operations: For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Total segment gross profit $ $ $ $ Less: Purchased intangible asset amortization Non-cash stock compensation Accelerated amortization — — Gross profit $ $ $ $ Total segment income from operations $ $ $ $ Less: Corporate expenses (principally general and administrative) Separation and transformation costs included in general and administrative Gains, losses and other items, net Impairment of goodwill and other — — — Purchased intangible asset amortization Non-cash stock compensation Accelerated amortization — — Income (loss) from operations $ $ $ $ |
RESTRUCTURING, IMPAIRMENT AND O
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | 9 Months Ended |
Dec. 31, 2016 | |
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | |
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | 12. The following table summarizes the restructuring activity for the nine months ended December 31, 2016 (dollars in thousands): Associate-related Ongoing reserves contract costs Total March 31, 2016 $ $ $ Restructuring charges and adjustments — Payments December 31, 2016 $ $ $ The above balances are included in other accrued expenses and other liabilities on the condensed consolidated balance sheet. Restructuring Plans In the nine months ended December 31, 2016, the Company recorded a total of $2.1 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense included severance and other associate-related charges, of which $0.8 million represented adjustments to the fiscal 2016 restructuring plans. The remaining $1.3 million related to termination of associates in the United States. Of the amount accrued for 2017, $0.8 million remained accrued as of December 31, 2016. These amounts are expected to be paid out in fiscal 2017. In fiscal 2016, the Company recorded a total of $12.0 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense included severance and other associate-related charges of $8.6 million, lease termination charges and accruals of $3.0 million, and leasehold improvement write-offs of $0.4 million. The associate-related accruals of $8.6 million relate to the termination of associates in the United States, Europe, Brazil and Australia. Of the amount accrued for 2016, $0.6 million remained accrued as of December 31, 2016. These amounts are expected to be paid out in fiscal 2017. The lease termination charges and accruals of $3.0 million included a $1.4 million lease early-termination fee in France, a lease accrual of $0.2 million, and a $1.4 million increase to the fiscal 2015 lease restructuring plans. The fiscal 2016 lease early-termination fee and lease accrual were fully paid during fiscal 2016. In fiscal 2015, the Company recorded a total of $21.8 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense included severance and other associate-related charges of $13.3 million, lease accruals of $6.5 million, and the write-off of leasehold improvements of $2.0 million. The associate-related accruals of $13.3 million related to the termination of associates in the United States, Europe, Australia, and China and included an increase of $0.7 million to the fiscal 2014 restructuring plan. Of the amount accrued for 2015, $0.3 million remained accrued as of December 31, 2016. These amounts are expected to be paid out in fiscal 2017. The lease accruals of $6.5 million were determined in accordance with the accounting standards that govern exit costs. These accounting standards require the Company to accrue for lease costs that will continue to be incurred without economic benefit to the Company upon the date that the Company ceases using the leased properties. The Company has ceased using certain leased office facilities. The Company intends to attempt to sublease the facilities to the extent possible. The Company established a liability for the fair value of the remaining lease payments, partially offset by the estimated sublease payments to be received over the course of the leases. The fair value of these liabilities is based on a net present value model using a credit-adjusted risk-free rate. The liability will be paid out over the remainder of the leased properties’ terms, which continue through November 2025. Actual sublease terms may differ from the estimates originally made by the Company. Any future changes in the estimates or in the actual sublease income could require future adjustments to the liabilities, which would impact net earnings (loss) in the period the adjustment is recorded. Of the amount accrued for fiscal 2015, $1.9 million remained accrued as of December 31, 2016. Gains, Losses and Other Items Gains, losses and other items for each of the periods presented are as follows (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Restructuring plan charges and adjustments $ $ $ $ Gain on disposition of Impact email business — — Arbor and Circulate acquisition-related costs (see note 4) — — Other $ $ $ $ |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: | 9 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES: | |
COMMITMENTS AND CONTINGENCIES: | 13. Legal Matters The Company is involved in various claims and legal proceedings. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are reflected in the Company’s condensed consolidated financial statements. In management’s opinion, the Company has made appropriate and adequate accruals for these matters and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company’s consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits. There are currently no matters pending against the Company or its subsidiaries for which the potential exposure is considered material to the Company’s condensed consolidated financial statements. Commitments The Company leases data processing equipment, office furniture and equipment, land and office space under noncancellable operating leases. The Company has a future commitment for lease payments over the next 24 years of $77.8 million. In connection with the disposal of certain assets, the Company guaranteed a lease for the buyer of the assets. The Company guaranteed the lease as required by the asset disposition agreement. Should the third party default, the Company would be required to perform under this guarantee. At December 31, 2016, the Company’s maximum potential future payments under this guarantee totaled $0.1 million. In connection with the Acxiom Impact disposition during the current fiscal quarter (see Note 5), the Company assigned a facility lease to the buyer of the business. The Company guaranteed the facility lease as required by the asset disposition agreement. Should the assignee default, the Company would be required to perform under the terms of the facility lease, which runs through September 2021. At December 31, 2016, the Company’s maximum potential future rent payments under this guarantee totaled $2.8 million. |
INCOME TAXES_
INCOME TAXES: | 9 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES: | |
INCOME TAXES: | 14. In determining the quarterly provision for income taxes, the Company makes its best estimate of the effective income tax rate expected to be applicable for the full fiscal year. The estimated effective income tax rate for the current fiscal year is significantly impacted by nondeductible share-based compensation and to a lesser extent by state income taxes, research tax credits, and losses in foreign jurisdictions. State income taxes are influenced by the geographic and legal entity mix of the Company’s U.S. income as well as the diversity of rules among the states. The Company does not record a tax benefit for certain foreign losses due to uncertainty of future utilization. Income taxes for the current fiscal year includes a $4.1 million tax benefit in connection with the sale of the Impact email business. |
FINANCIAL INSTRUMENTS_
FINANCIAL INSTRUMENTS: | 9 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS: | |
FINANCIAL INSTRUMENTS: | 15. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: · Cash and cash equivalents, trade receivables, unbilled and notes receivable, short-term borrowings and trade payables - The carrying amount approximates fair value because of the short maturity of these instruments. · Long-term debt - The interest rate on the term loan and revolving credit agreement is adjusted for changes in market rates and therefore the carrying value of these loans approximates fair value. The estimated fair value of other long-term debt was determined based upon the present value of the expected cash flows considering expected maturities and using interest rates currently available to the Company for long-term borrowings with similar terms. At December 31, 2016, the estimated fair value of long-term debt approximates its carrying value. · Derivative instruments included in other liabilities - The carrying value is adjusted to fair value through other comprehensive income (loss) at each balance sheet date. The fair value is determined from an interest-rate futures model. Under applicable accounting standards, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company assigned assets and liabilities to the hierarchy in the accounting standards, which is Level 1 - quoted prices in active markets for identical assets or liabilities, Level 2 - significant other observable inputs, and Level 3 - significant unobservable inputs. The following table presents the Level 1 Level 2 Level 3 Total Assets: Other current assets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Other accrued expenses $ — $ $ — $ Total liabilities $ — $ $ — $ |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies) | 9 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted On November 17, 2016, the . It is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting as part of its simplification initiative. The objective of the simplification initiative is to identify, evaluate, and improve areas of U.S. GAAP for which cost and complexity can be reduced while maintaining the usefulness of the information provided to users of financial statements. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 (fiscal 2018 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. The Company is continuing to evaluate the impact of the adoption of this guidance on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as a comprehensive new standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. The new standard will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous guidance, ASC 840, Leases. ASU 2016-02 creates a new Topic, ASC 842, Leases. This new Topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. ASU 2016-02 is effective for annual periods beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is continuing to evaluate the impact of the adoption of this guidance on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, to supersede nearly all existing revenue recognition guidance under U.S. GAAP, as well as some cost guidance and guidance on certain gains and losses. The FASB also issued ASU 2016-08, Revenue from Contracts with Customers – Principal versus Agent Considerations, and ASU 2016-10, Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing. The core principle of the new guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The guidance defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among other areas. The effective date for the update has been deferred until fiscal 2019 for the Company, with early application allowed for fiscal 2018. Adoption of the update may be applied using either of two methods: (i) retrospective application to each prior reporting period presented with the option to elect certain practical expedients; or (ii) retrospective application with the cumulative effect recognized at the date of initial application and providing certain additional disclosures. The Company has completed its preliminary assessment of the new standard and is continuing assessment as we complete implementation design activities. The Company cannot currently estimate the financial statement impact of adoption. The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the Company's consolidated financial statements or related disclosures. |
EARNINGS (LOSS) PER SHARE AND23
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | |
Reconciliation of numerator and denominator of basic and diluted earnings (loss) per share | A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Basic earnings (loss) per share: Net earnings (loss) from continuing operations $ $ $ $ Net earnings (loss) from discontinued operations, net of tax — — Net earnings (loss) $ $ $ $ Basic weighted-average shares outstanding Basic earnings (loss) per share: Continuing operations $ $ $ $ Discontinued operations — — Net earnings (loss) $ $ $ $ Diluted earnings (loss) per share: Basic weighted-average shares outstanding Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — Diluted weighted-average shares outstanding Diluted earnings (loss) per share: Continuing operations $ $ $ $ Discontinued operations — — Net earnings (loss) $ $ $ $ |
Schedule of anti-dilutive options, warrants and restricted stock units excluded from computation of earnings (loss) per share | Additional options and warrants to purchase shares of common stock and restricted stock units, including performance-based restricted stock units not meeting performance criteria, that were outstanding during the periods presented but were not included in the computation of diluted earnings per share because the effect was anti-dilutive are shown below (in thousands, except share price amounts): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Number of shares outstanding under options, warrants and restricted stock units Range of exercise prices for options $ 32.85 - $32.85 $ 17.49 - $62.06 $ 20.27 - $32.85 $ 17.49 - $62.06 |
Schedule of accumulated balances for each component of other comprehensive income | The following table presents the accumulated balances for each component of other comprehensive income (dollars in thousands): December 31, March 31, 2016 2016 Foreign currency translation $ $ Unrealized gain (loss) on interest rate swap $ $ |
SHARE-BASED COMPENSATION_ (Tabl
SHARE-BASED COMPENSATION: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Schedule of option activity | 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 $ Exercised $ $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 $ $ |
Summary of stock options outstanding and exercisable | 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 $ - $ years $ $ $ - $ years $ $ $ - $ years $ $ $ - $ years $ $ years $ $ |
Schedule of stock appreciation right (SAR) activity | 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 $ Outstanding at December 31, 2016 $ $ — Exercisable at December 31, 2016 — $ — — $ — |
Schedule of non-vested time-vesting restricted stock unit activity | Non-vested time-vesting restricted stock unit activity for the nine-month period ended December 31, 2016 was: Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Granted $ Vested $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ |
Schedule of non-vested performance-based restricted stock units activity | Non-vested performance-based restricted stock unit activity for the nine-month period ended December 31, 2016 was: Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Granted $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ |
Schedule of other performance unit activity | Weighted average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2016 $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ |
Stock option | |
Schedule of stock appreciation right (SAR) activity | 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 $ Forfeited or cancelled $ Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 — $ — — $ — |
ACQUISITIONS_ (Tables)
ACQUISITIONS: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of the date of the acquisitions (dollars in thousands): Assets acquired: Cash $ Trade accounts receivable Goodwill Intangible assets (Other assets) Other current and noncurrent assets Total assets acquired Deferred income taxes Accounts payable and accrued expenses Net assets acquired Less: Cash acquired Net cash paid $ |
Schedule of components of intangible assets acquired and their estimated useful lives | ntangible assets will be amortized on a straight-line basis over the estimated useful lives of 1 to 6 years. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands): Useful life Fair value (in years) Publisher relationships $ Developed technology 2 to 4 Customer relationships Trade name Total intangible assets $ |
Arbor and Circulate | |
Schedule of unaudited pro forma financial information | The unaudited pro forma financial information was as follows (dollars in thousands, except per share data): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues $ $ $ $ Net loss $ $ $ $ Basic loss per share $ $ $ $ Diluted loss per share $ $ $ $ |
DISCONTINUED OPERATIONS AND D26
DISCONTINUED OPERATIONS AND DISPOSITIONS: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Schedule of Cash inflows, outflows, revenues and expenses | The related cash inflows and outflows and revenues and expenses for all periods reported are shown below (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Cash inflows $ $ $ $ Cash outflows $ $ $ $ Revenues $ $ $ $ Expenses $ $ $ $ |
Zeta Interactive | Sale to Zeta | |
Schedule of summary results of operations for discontinued operations | Revenue and income from operations from the disposed Impact email business are shown below (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues $ — $ $ $ Income from continuing operations before income taxes $ — $ $ $ |
ITO | Sale to ITO | |
Schedule of carrying amounts of major classes of assets and liabilities of discontinued operations | The following table is a reconciliation of the major classes of line items constituting earnings (loss) from discontinued operations, net of tax (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2015 2015 Major classes of line items constituting earnings (loss) from discontinued operations, net of tax: Revenues $ — $ Cost of revenue — Gross profit — Operating expenses: Sales and marketing — General and administrative — Gain on sale of discontinued operations Total operating expenses Earnings (loss) from discontinued operations Interest expense — Other, net — Earnings (loss) from discontinued operations before income taxes Income taxes (benefit) Earnings (loss) from discontinued operations, net of tax $ $ |
OTHER CURRENT AND NONCURRENT 27
OTHER CURRENT AND NONCURRENT ASSETS: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
OTHER CURRENT AND NONCURRENT ASSETS: | |
Schedule of components of other current assets | Other current assets consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Prepaid expenses $ $ Escrow deposit (see note 4) — Note receivable (see note 5) — Assets of non-qualified retirement plan Other current assets $ $ |
Schedule of components of other noncurrent assets | Other noncurrent assets consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Acquired intangible assets, net $ $ Deferred data acquisition costs Other miscellaneous noncurrent assets Noncurrent assets $ $ |
OTHER ACCRUED EXPENSES_ (Tables
OTHER ACCRUED EXPENSES: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Other Accrued Expenses [Abstract]. | |
Schedule of other accrued expenses | Other accrued expenses consist of the following (dollars in thousands): December 31, March 31, 2016 2016 Accrued purchase consideration (see note 4) $ $ — Other accrued expenses Other current assets $ $ |
GOODWILL_ (Tables)
GOODWILL: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
GOODWILL: | |
Schedule of goodwill by operating segment and activity and by component included in each segment | The following table summarizes Goodwill activity, by segment, for the nine months ended December 31, 2016 (dollars in thousands). Marketing Audience Services Solutions Connectivity Total Balance at March 31, 2016 $ $ $ $ Allant adjustment — — Arbor and Circulate acquisitions (see note 4) — — Impact email disposition (see note 5) — — Change in foreign currency translation adjustment — Balance at December 31, 2016 $ $ $ $ Goodwill by component included in each segment as of December 31, 2016 was: Marketing Audience Services Solutions Connectivity Total U.S. $ $ $ $ APAC — Balance at December 31, 2016 $ $ $ $ |
LONG-TERM DEBT_ (Tables)
LONG-TERM DEBT: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
LONG-TERM DEBT: | |
Schedule of components of long-term debt | Long-term debt consists of the following (dollars in thousands): December 31, March 31, 2016 2016 Term loan credit agreement $ $ Revolving credit borrowings — Other debt and long-term liabilities Total long-term debt and capital leases Less current installments Less deferred debt financing costs Long-term debt, excluding current installments and deferred debt financing costs $ $ |
SEGMENT INFORMATION_ (Tables)
SEGMENT INFORMATION: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION: | |
Schedule of information by business segment | The following table presents information by business segment (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Revenues: Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment revenues $ $ $ $ Gross profit (1) : Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment gross profit $ $ $ $ Income (loss) from operations (1) : Marketing Services $ $ $ $ Audience Solutions Connectivity Total segment income from operations $ $ $ $ (1) Gross profit and Income (loss) from operations reflect only the direct and allocable controllable costs of each segment and do not include allocations of corporate expenses (primarily general and administrative expenses) and gains, losses, and other items, net. Additionally, Gross profit and Income (loss) from operations do not reflect non-cash stock compensation expense and purchased intangible asset amortization. |
Reconciliation of total operating segment gross profit to total gross profit and total operating segment income from operations to loss from operations | For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Total segment gross profit $ $ $ $ Less: Purchased intangible asset amortization Non-cash stock compensation Accelerated amortization — — Gross profit $ $ $ $ Total segment income from operations $ $ $ $ Less: Corporate expenses (principally general and administrative) Separation and transformation costs included in general and administrative Gains, losses and other items, net Impairment of goodwill and other — — — Purchased intangible asset amortization Non-cash stock compensation Accelerated amortization — — Income (loss) from operations $ $ $ $ |
RESTRUCTURING, IMPAIRMENT AND32
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | |
Summary of restructuring activity | The following table summarizes the restructuring activity for the nine months ended December 31, 2016 (dollars in thousands): Associate-related Ongoing reserves contract costs Total March 31, 2016 $ $ $ Restructuring charges and adjustments — Payments December 31, 2016 $ $ $ |
Schedule of gains, losses and other items | Gains, losses and other items for each of the periods presented are as follows (dollars in thousands): For the quarter ended For the nine months ended December 31, December 31, 2016 2015 2016 2015 Restructuring plan charges and adjustments $ $ $ $ Gain on disposition of Impact email business — — Arbor and Circulate acquisition-related costs (see note 4) — — Other $ $ $ $ |
FINANCIAL INSTRUMENTS_ (Tables)
FINANCIAL INSTRUMENTS: (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS: | |
Schedule of financial assets and liabilities measured at fair value | The following table presents the Level 1 Level 2 Level 3 Total Assets: Other current assets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Other accrued expenses $ — $ $ — $ Total liabilities $ — $ $ — $ |
EARNINGS (LOSS) PER SHARE AND34
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | |||||
Net earnings (loss) from continuing operations | $ 1,073 | $ (439) | $ 12,189 | $ (6,966) | |
Net earnings (loss) from discontinued operations, net of tax | (971) | 15,240 | |||
Net earnings (loss) | $ 1,073 | $ (1,410) | $ 12,189 | $ 8,274 | |
Basic earnings (loss) per share: | |||||
Basic weighted-average shares outstanding | 77,507 | 77,831 | 77,475 | 77,903 | |
Continuing operations (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.16 | $ (0.09) | |
Discontinued operations (in dollars per share) | (0.01) | 0.20 | |||
Net earnings (in dollar per share) | $ 0.01 | $ (0.02) | $ 0.16 | $ 0.11 | |
Diluted earnings (loss) per share: | |||||
Basic weighted-average shares outstanding | 77,507 | 77,831 | 77,475 | 77,903 | |
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method (in shares) | 2,344 | 2,019 | |||
Diluted weighted-average shares outstanding | 79,851 | 77,831 | 79,494 | 77,903 | |
Continuing operations (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.15 | $ (0.09) | |
Discontinued operations (in dollars per share) | (0.01) | 0.20 | |||
Net earnings (loss) (in dollars per share) | $ 0.01 | $ (0.02) | $ 0.15 | $ 0.11 | |
Stockholders' Equity | |||||
Number of shares outstanding under options, warrants and restricted stock units (in shares) | 156 | 1,112 | 345 | 1,751 | |
Repurchase of treasury stock | $ 30,542 | $ 37,535 | |||
Cumulative amount paid for repurchase of treasury stock | $ 1,038,652 | 1,038,652 | $ 1,003,382 | ||
Common stock repurchase program | |||||
Stockholders' Equity | |||||
Maximum amount of common stock that may be repurchased | $ 400,000 | $ 400,000 | |||
Number of shares repurchased | 1,300 | ||||
Repurchase of treasury stock | $ 30,500 | ||||
Cumulative shares repurchased | 16,800 | 16,800 | |||
Cumulative amount paid for repurchase of treasury stock | $ 285,700 | $ 285,700 | |||
Remaining capacity under the stock repurchase program | $ 114,300 | $ 114,300 | |||
Options, Warrants And Restricted Stock Units | |||||
Stockholders' Equity | |||||
Number of shares outstanding under options, warrants and restricted stock units (in shares) | 1,500 | 1,400 | |||
Options, Warrants And Restricted Stock Units | Minimum | |||||
Stockholders' Equity | |||||
Range of exercise prices for options and warrants (in dollars per share) | $ 32.85 | $ 17.49 | $ 20.27 | $ 17.49 | |
Options, Warrants And Restricted Stock Units | Maximum | |||||
Stockholders' Equity | |||||
Range of exercise prices for options and warrants (in dollars per share) | $ 32.85 | $ 62.06 | $ 32.85 | $ 62.06 |
EARNINGS (LOSS) PER SHARE AND35
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Accumulated Other Comprehensive Income. | ||
Foreign currency translation | $ 6,295 | $ 8,705 |
Unrealized gain (loss) on interest rate swap | 2 | (115) |
Accumulated Other Comprehensive Income | $ 6,297 | $ 8,590 |
SHARE-BASED COMPENSATION_ (Deta
SHARE-BASED COMPENSATION: (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Option Activity - Number of Shares | |||
Outstanding at beginning of the period (in shares) | 3,604,102 | ||
Exercised (in shares) | (566,092) | ||
Forfeited or cancelled (in shares) | (67,513) | ||
Outstanding at end of the period (in shares) | 3,329,433 | ||
Exercisable at the end of the period (in shares) | 2,369,091 | ||
Weighted-average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 14.52 | ||
Exercised (in dollars per share) | 13.73 | ||
Forfeited or cancelled (in dollars per share) | 13.90 | ||
Outstanding at the end of the period (in dollars per share) | 13.26 | ||
Exercisable at the end of the period (in dollars per share) | $ 14.15 | ||
Weighted-average remaining contractual term | |||
Outstanding at the end of the period | 5 years 3 months 18 days | ||
Exercisable at the end of the period | 4 years 4 months 24 days | ||
Aggregate intrinsic value | |||
Exercised | $ 5,785 | ||
Outstanding at the end of the period | 45,208 | ||
Exercisable at the end of the period | $ 30,056 | ||
Circulate | |||
Share-based compensation | |||
Options issued (in shares) | 73,951 | ||
Arbor and Circulate | |||
Share-based compensation | |||
Per share exercise price (in dollars per share) | $ 1.48 | ||
Stock Option Activity - Number of Shares | |||
Granted (in shares) | 358,936 | ||
Weighted-average exercise price per share | |||
Granted (in dollars per share) | $ 1.48 | ||
Vesting based on relevant performance period at March 31, 2017 | |||
Share-based compensation | |||
Options issued (in shares) | 345,571 | ||
Number of units reached maturity | 203,277 | ||
Vesting percentage | 170.00% | ||
Stock Option and Equity Compensation Plans | |||
Share-based compensation | |||
Total shares reserved for issuance since inception of the stock option and equity compensation plans (in shares) | 30,000,000 | ||
Shares which remained available for future grants (in shares) | 2,600,000 | ||
Stock options | |||
Share-based compensation | |||
Exercise price (in dollars per share) | $ 2.29 | ||
Share-based compensation expense | $ 5,400 | $ 7,000 | |
Future share-based compensation expense | $ 12,600 | ||
Period for recognition of unrecognized stock-based compensation expense | 4 years | ||
Stock options | LiveRamp, Inc. | |||
Share-based compensation | |||
Share-based compensation expense | $ 2,200 | ||
Stock options | Arbor | |||
Share-based compensation | |||
Options issued (in shares) | 284,985 | ||
Weighted average fair value (in dollars per share) | $ 25.85 | ||
Exercise price (in dollars per share) | $ 1.27 | ||
Pricing model used for share-based compensation arrangement | binomial lattice | ||
Dividend yield (as a percent) | 0.00% | ||
Expected volatility (as a percent) | 38.00% | ||
Minimum risk-free interest rate (as a percent) | 2.24% | ||
Maximum risk-free interest rate (as a percent) | 2.32% | ||
Stock option exchange ratio | 0.41998% | ||
Assumptions: | |||
Dividend yield (as a percent) | 0.00% | ||
Risk-free interest rates, minimum | 2.24% | ||
Risk-free interest rates, maximum | 2.32% | ||
Expected volatility (as a percent) | 38.00% | ||
Suboptimal exercise multiplier | 1.40% | ||
Total fair value | $ 7,400 | ||
Stock options | Circulate | |||
Share-based compensation | |||
Weighted average fair value (in dollars per share) | $ 24.80 | ||
Assumptions: | |||
Total fair value | $ 1,800 | ||
Stock options | Minimum | Arbor | |||
Share-based compensation | |||
Expected option life | 8 years 7 months 6 days | ||
Assumptions: | |||
Remaining term | 8 years 7 months 6 days | ||
Stock options | Maximum | Arbor | |||
Share-based compensation | |||
Expected option life | 9 years 10 months 24 days | ||
Assumptions: | |||
Remaining term | 9 years 10 months 24 days | ||
Stock Appreciation Rights (SARs) | |||
Share-based compensation | |||
Share-based compensation expense | $ 100 | $ 100 | |
Weighted-average remaining contractual term | |||
Exercisable at the end of the period | 0 years |
SHARE-BASED COMPENSATION_ Stock
SHARE-BASED COMPENSATION: Stock options outstanding and exercisable (Details) | 9 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Stock options outstanding and exercisable by exercise price range | |
Options outstanding (in shares) | shares | 3,329,433 |
Options outstanding - Weighted-average remaining contractual life | 5 years 3 months 18 days |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 13.26 |
Options exercisable (in shares) | shares | 2,369,091 |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 14.15 |
Range of exercise price per share from $0.85 to $9.99 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price per share, low end of range (in dollars per share) | 0.85 |
Exercise price per share, high end of range (in dollars per share) | $ 9.99 |
Options outstanding (in shares) | shares | 906,395 |
Options outstanding - Weighted-average remaining contractual life | 6 years 6 months |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 1.68 |
Options exercisable (in shares) | shares | 459,760 |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 1.71 |
Range of exercise price per share from $10.00 to $19.99 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price per share, low end of range (in dollars per share) | 10 |
Exercise price per share, high end of range (in dollars per share) | $ 19.99 |
Options outstanding (in shares) | shares | 1,580,005 |
Options outstanding - Weighted-average remaining contractual life | 5 years 1 month 6 days |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 15.21 |
Options exercisable (in shares) | shares | 1,270,848 |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 14.60 |
Range of exercise price per share from $20.00 to $24.99 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price per share, low end of range (in dollars per share) | 20 |
Exercise price per share, high end of range (in dollars per share) | $ 24.99 |
Options outstanding (in shares) | shares | 823,481 |
Options outstanding - Weighted-average remaining contractual life | 4 years 4 months 24 days |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 21.78 |
Options exercisable (in shares) | shares | 623,820 |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 21.97 |
Range of exercise price per share from $25.00 to $32.85 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price per share, low end of range (in dollars per share) | 25 |
Exercise price per share, high end of range (in dollars per share) | $ 32.85 |
Options outstanding (in shares) | shares | 19,552 |
Options outstanding - Weighted-average remaining contractual life | 6 years 10 months 24 days |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 32.85 |
Options exercisable (in shares) | shares | 14,663 |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 32.85 |
SHARE-BASED COMPENSATION_ Perfo
SHARE-BASED COMPENSATION: Performance Stock Option Unit Activity (Details) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Dec. 31, 2016USD ($)item$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of increment over two years | 0.0333% | |
Number of shares | ||
Outstanding at beginning of the period (in shares) | shares | 3,604,102 | |
Forfeited or cancelled (in shares) | shares | (67,513) | |
Outstanding at end of the period (in shares) | shares | 3,329,433 | |
Exercisable at the end of the period (in shares) | shares | 2,369,091 | |
Weighted-average exercise price per share | ||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 14.52 | |
Forfeited or cancelled (in dollars per share) | $ / shares | 13.90 | |
Outstanding at the end of the period (in dollars per share) | $ / shares | 13.26 | |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 14.15 | |
Weighted-average remaining contractual term | ||
Outstanding at the end of the period | 5 years 3 months 18 days | |
Exercisable at the end of the period | 4 years 4 months 24 days | |
Aggregate intrinsic value | ||
Outstanding at the end of the period | $ | $ 45,208 | |
Exercisable at the end of the period | $ | 30,056 | |
Performance stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Value of shares granted | $ | $ 4,900 | |
Number of separate increments over 2 years | item | 2 | |
Percentage of increment over two years | 50.00% | |
Number of years for 50% increments | 2 years | |
Share-based compensation expense | $ | $ 1,000 | |
Future expense for performance stock option units | $ | $ 4,700 | |
Period for recognition of unrecognized stock-based compensation expense | 5 years | |
Number of shares | ||
Granted (in shares) | shares | 633,604 | |
Forfeited or cancelled (in shares) | shares | (24,677) | |
Outstanding at end of the period (in shares) | shares | 608,927 | |
Weighted-average exercise price per share | ||
Granted (in dollars per share) | $ / shares | $ 21.40 | |
Forfeited or cancelled (in dollars per share) | $ / shares | 21.32 | |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 21.40 | |
Weighted-average remaining contractual term | ||
Outstanding at the end of the period | 2 years 4 months 24 days | |
Exercisable at the end of the period | 0 years | |
Aggregate intrinsic value | ||
Outstanding at the end of the period | $ | $ 3,285 | |
Expected recognition period for future expense for units | 5 years | |
Performance stock | Vesting on first anniversary on closing date | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.00% | |
Performance stock | Vesting on first anniversary on closing date | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 300.00% |
SHARE-BASED COMPENSATION_ SAR a
SHARE-BASED COMPENSATION: SAR activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Performance stock | |||
Share-based compensation activity | |||
Granted (in shares) | 254,419 | ||
Stock Appreciation Rights (SARs) | |||
Share-based compensation activity | |||
Outstanding at the beginning of the period (in shares) | 245,404 | ||
Outstanding at the end of the period (in shares) | 245,404 | 245,404 | |
Weighted-average exercise price per share | |||
Outstanding at the end of the period (in dollars per share) | $ 40 | $ 40 | |
Weighted-average remaining contractual term | |||
Outstanding at the end of the period (in years) | 2 months 12 days | ||
Share-based compensation expense | $ 0.1 | $ 0.1 | |
Restricted stock units | |||
Weighted-average remaining contractual term | |||
Share-based compensation expense | 24.4 | $ 13.9 | |
Future share-based compensation expense expected | $ 73 | ||
Period for recognition of unrecognized stock-based compensation expense | 4 years | ||
Restricted stock units | Performance stock | |||
Share-based compensation activity | |||
Outstanding at the beginning of the period (in shares) | 516,818 | ||
Granted (in shares) | 254,419 | ||
Outstanding at the end of the period (in shares) | 742,287 | 516,818 | |
Share-based compensation, Weighted average fair value per share at grant date | |||
Outstanding at the beginning of the period (in dollars per share) | $ 18.62 | ||
Granted (in dollars per share) | 24.66 | ||
Outstanding at the end of the period (in dollars per share) | $ 20.73 | $ 18.62 | |
Weighted-average remaining contractual term | |||
Outstanding at the end of the period (in years) | 1 year 4 months 17 days | 1 year 8 months 1 day | |
Aggregate fair value of restricted stock units granted | $ 6.3 | ||
Restricted stock units | Partial cliff vest tranche one | |||
Share-based compensation activity | |||
Granted (in shares) | 357,829 | ||
Restricted stock units | Partial cliff vest tranche two | |||
Share-based compensation activity | |||
Granted (in shares) | 316,481 |
SHARE-BASED COMPENSATION_ Non v
SHARE-BASED COMPENSATION: Non vested time vesting restricted stock unit activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Performance stock | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 254,419 | ||
Restricted Stock Unit Activity - Other disclosures | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 254,419 | ||
Vesting based on relevant performance period at March 31, 2017 | |||
Restricted Stock Unit Activity - Other disclosures | |||
Share awards vesting percentage (as a percent) | 170.00% | ||
Number of units reached maturity | 203,277 | ||
Options issued (in shares) | 345,571 | ||
Restricted stock units | |||
Restricted Stock Unit Activity - Other disclosures | |||
Share-based compensation expense | $ 24.4 | $ 13.9 | |
Future share-based compensation expense expected | $ 73 | ||
Period for recognition of unrecognized stock-based compensation expense | 4 years | ||
Restricted stock units | Time-vesting | |||
Non-vested restricted stock unit activity | |||
Outstanding at the beginning of the period (in shares) | 2,279,895 | ||
Granted (in shares) | 2,107,608 | ||
Vested (in shares) | (890,127) | ||
Forfeited or cancelled (in shares) | (167,408) | ||
Outstanding at the end of the period (in shares) | 3,329,968 | 2,279,895 | |
Non-vested restricted stock units, Weighted average fair value per share at grant date | |||
Outstanding at the beginning of the period (in dollars per share) | $ 19.69 | ||
Granted (in dollars per share) | 23.77 | ||
Vested (in dollars per share) | 20.18 | ||
Forfeited or cancelled (in dollars per share) | 19.94 | ||
Outstanding at the end of the period (in dollars per share) | $ 22.13 | $ 19.69 | |
Weighted-average remaining contractual term | |||
Outstanding at the end of the period (in years) | 2 years 7 months 17 days | 2 years 1 month 13 days | |
Restricted Stock Unit Activity - Other disclosures | |||
Aggregate fair value of restricted stock units granted | $ 50.1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,107,608 | ||
Restricted stock units | Time-vesting | Arbor and Circulate | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 768,710 | ||
Restricted Stock Unit Activity - Other disclosures | |||
Aggregate fair value of restricted stock units granted | $ 20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 768,710 | ||
Restricted stock units | Vesting in four years | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 1,395,116 | ||
Restricted Stock Unit Activity - Other disclosures | |||
Award vesting period | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,395,116 | ||
Restricted stock units | Vesting in one year | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 38,182 | ||
Restricted Stock Unit Activity - Other disclosures | |||
Award vesting period | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 38,182 | ||
Restricted stock units | Performance stock | |||
Non-vested restricted stock unit activity | |||
Outstanding at the beginning of the period (in shares) | 516,818 | ||
Granted (in shares) | 254,419 | ||
Forfeited or cancelled (in shares) | (28,950) | ||
Outstanding at the end of the period (in shares) | 742,287 | 516,818 | |
Non-vested restricted stock units, Weighted average fair value per share at grant date | |||
Outstanding at the beginning of the period (in dollars per share) | $ 18.62 | ||
Granted (in dollars per share) | 24.66 | ||
Forfeited or cancelled (in dollars per share) | 17.53 | ||
Outstanding at the end of the period (in dollars per share) | $ 20.73 | $ 18.62 | |
Weighted-average remaining contractual term | |||
Outstanding at the end of the period (in years) | 1 year 4 months 17 days | 1 year 8 months 1 day | |
Restricted Stock Unit Activity - Other disclosures | |||
Aggregate fair value of restricted stock units granted | $ 6.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 254,419 | ||
Restricted stock units | Vesting based on total shareholder return | Minimum | |||
Restricted Stock Unit Activity - Other disclosures | |||
Performance share awards vested (as a percent) | 0.00% | ||
Restricted stock units | Vesting based on total shareholder return | Maximum | |||
Restricted Stock Unit Activity - Other disclosures | |||
Performance share awards vested (as a percent) | 200.00% | ||
Restricted stock units | Vesting based on relevant performance period at March 31, 2017 | |||
Restricted Stock Unit Activity - Other disclosures | |||
Share awards vesting percentage (as a percent) | 200.00% | ||
Number of units reached maturity | 159,306 | ||
Options issued (in shares) | 318,612 | ||
Restricted stock units | Vesting based on relevant performance period at March 31, 2018 | |||
Restricted Stock Unit Activity - Other disclosures | |||
Share awards vesting percentage (as a percent) | 200.00% | ||
Number of units reached maturity | 287,630 | ||
Options issued (in shares) | 575,260 |
SHARE-BASED COMPENSATION_ Other
SHARE-BASED COMPENSATION: Other (Details) $ / shares in Units, $ in Millions | Nov. 22, 2016USD ($)item | Jun. 29, 2016 | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($) | Mar. 31, 2016$ / sharesshares |
Share-based Activity - Other disclosures | |||||
Holdback consideration transferred | $ 38.3 | ||||
Number of increments | item | 30 | ||||
Percentage of increment over two years | 0.0333% | ||||
Holdback expenses | $ 1.3 | ||||
Performance stock | |||||
Weighted-average remaining contractual term | |||||
Outstanding at the end of the period (in years) | 6 months 18 days | ||||
Share-based Activity - Other disclosures | |||||
Share-based compensation expense | $ 1 | ||||
Period for recognition of unrecognized stock-based compensation expense | 5 years | ||||
Percentage of increment over two years | 50.00% | ||||
Performance stock | Minimum | Vesting on first anniversary on closing date | |||||
Share-based Activity - Other disclosures | |||||
Share awards vesting percentage (as a percent) | 0.00% | ||||
Performance stock | Maximum | Vesting on first anniversary on closing date | |||||
Share-based Activity - Other disclosures | |||||
Share awards vesting percentage (as a percent) | 300.00% | ||||
Other performance based | |||||
Share-based compensation activity | |||||
Outstanding at the beginning of the period (in shares) | shares | 635,655 | ||||
Forfeited or cancelled (in shares) | shares | (19,231) | ||||
Outstanding at the end of the period (in shares) | shares | 616,424 | 635,655 | |||
Share-based compensation, Weighted average fair value per share at grant date | |||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 4.07 | ||||
Forfeited or cancelled (in dollars per share) | $ / shares | 2.94 | ||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 4.10 | $ 4.07 | |||
Weighted-average remaining contractual term | |||||
Outstanding at the end of the period (in years) | 1 year 3 months 18 days | ||||
Share-based Activity - Other disclosures | |||||
Share-based compensation expense | $ 0.7 | $ 0.6 | |||
Future share-based compensation expense expected | $ 0.6 | ||||
Period for recognition of unrecognized stock-based compensation expense | 2 years | ||||
Arbor | |||||
Share-based Activity - Other disclosures | |||||
Holdback consideration transferred | $ 38.3 | ||||
Number of increments | item | 30 |
ACQUISITIONS_ (Details)
ACQUISITIONS: (Details) $ in Thousands | Nov. 29, 2016USD ($) | Nov. 22, 2016USD ($)item | Nov. 29, 2015USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Holdback consideration transferred | $ 38,300 | |||||
Number of increments | item | 30 | |||||
Escrow cash | $ 5,880 | |||||
Assets acquired: | ||||||
Cash | $ 9,495 | |||||
Trade accounts receivable, net | 3,352 | |||||
Goodwill | 104,364 | 591,102 | $ 492,745 | |||
Intangible assets (Other assets, net) | $ 41,800 | 41,800 | ||||
Other current and noncurrent assets | 278 | |||||
Total assets acquired | 159,289 | |||||
Deferred income tax liabilities | (8,093) | |||||
Accounts payable and accrued expenses | (4,317) | |||||
Net assets acquired | 146,879 | |||||
Less: Cash acquired | 9,495 | |||||
Net cash paid | $ 137,384 | 137,383 | $ 5,386 | |||
Amounts of revenue and net loss | ||||||
Non-cash stock-based compensation expense | 33,955 | $ 23,529 | ||||
Publisher relationships | ||||||
Assets acquired: | ||||||
Intangible assets (Other assets, net) | $ 24,800 | |||||
Intangible assets, useful lives | 6 years | |||||
Developed technology | ||||||
Assets acquired: | ||||||
Intangible assets (Other assets, net) | $ 9,300 | |||||
Developed technology | Minimum | ||||||
Assets acquired: | ||||||
Intangible assets, useful lives | 2 years | |||||
Developed technology | Maximum | ||||||
Assets acquired: | ||||||
Intangible assets, useful lives | 4 years | |||||
Customer relationships | ||||||
Assets acquired: | ||||||
Intangible assets (Other assets, net) | $ 7,100 | |||||
Intangible assets, useful lives | 6 years | |||||
Trade name | ||||||
Assets acquired: | ||||||
Intangible assets (Other assets, net) | $ 600 | |||||
Intangible assets, useful lives | 1 year | |||||
Circulate Inducement Awards | All Other employees | ||||||
Business Acquisition [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Circulate Inducement Awards | Vesting on first anniversary on closing date | All Other employees | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Circulate Inducement Awards | Vesting each twelve months thereafter | All Other employees | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Arbor and Circulate | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate fair value | 9,200 | |||||
Amounts of revenue and net loss | ||||||
Acquisition costs | $ 1,400 | |||||
Arbor and Circulate | Minimum | ||||||
Assets acquired: | ||||||
Intangible assets, useful lives | 1 year | |||||
Arbor and Circulate | Maximum | ||||||
Assets acquired: | ||||||
Intangible assets, useful lives | 6 years | |||||
Arbor | ||||||
Business Acquisition [Line Items] | ||||||
Holdback consideration transferred | $ 38,300 | |||||
Number of increments | item | 30 | |||||
Arbor | Arbor Inducement Awards | ||||||
Business Acquisition [Line Items] | ||||||
Grant date fair value | $ 10,000 | |||||
Vesting period (in years) | 3 years | |||||
Arbor | Arbor Inducement Awards | Vesting on first anniversary on closing date | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 34.00% | |||||
Arbor | Arbor Inducement Awards | Vesting each three months thereafter | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 8.25% | |||||
Circulate | ||||||
Business Acquisition [Line Items] | ||||||
Escrow cash | $ 5,900 | |||||
Period for delivering funds to the seller | 1 year | |||||
Circulate | Circulate Inducement Awards | ||||||
Business Acquisition [Line Items] | ||||||
Grant date fair value | $ 10,000 | |||||
Vesting period (in years) | 2 years | |||||
Circulate | Circulate Inducement Awards | Vesting on first anniversary on closing date | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 50.00% | |||||
Circulate | Circulate Inducement Awards | Vesting each three months thereafter | ||||||
Business Acquisition [Line Items] | ||||||
Vesting percentage | 12.50% |
ACQUISITIONS_ - Pro-forma infor
ACQUISITIONS: - Pro-forma information (Details) - Arbor and Circulate - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pro Forma Information | ||||
Revenues | $ 226,012 | $ 221,964 | $ 663,096 | $ 627,300 |
Net loss | $ (3,421) | $ (6,245) | $ (4,068) | $ (9,329) |
Basic loss per share | $ (0.04) | $ (0.08) | $ (0.05) | $ (0.12) |
Diluted loss per share | $ (0.04) | $ (0.08) | $ (0.05) | $ (0.12) |
DISCONTINUED OPERATIONS AND D44
DISCONTINUED OPERATIONS AND DISPOSITIONS: - Summary Results of Operations and Carrying Amounts of Major Classes of Assets and Liabilities of ITO (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested [Abstract] | |||||
Gain (Loss) on Disposition of Business | $ 155 | $ 784 | |||
Income tax benefit | 4,100 | ||||
Operating expenses: | |||||
Income from continuing operations before income taxes | $ 7,407 | $ (2,019) | 19,288 | $ (10,422) | |
Earnings (loss) from discontinued operations, net of tax | (971) | 15,240 | |||
Zeta Interactive | Sale to Zeta | |||||
Proceeds from Divestiture of Businesses, Net of Cash Divested [Abstract] | |||||
Proceeds from Divestiture of Businesses | $ 22,000 | ||||
Subordinated promissory note | $ 4,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||
Gain (Loss) on Disposition of Business | 800 | ||||
Income tax benefit | 4,100 | ||||
Major classes of line items constituting earnings (loss) from discontinued operations, net of tax: | |||||
Revenues | 14,967 | 20,375 | 46,490 | ||
Operating expenses: | |||||
Income from continuing operations before income taxes | 2,435 | $ 120 | 8,710 | ||
ITO | Sale to ITO | |||||
Major classes of line items constituting earnings (loss) from discontinued operations, net of tax: | |||||
Revenues | 69,410 | ||||
Cost of revenue | 50,837 | ||||
Gross profit | 18,573 | ||||
Operating expenses: | |||||
Sales and marketing | 1,192 | ||||
General and administrative | 6,053 | ||||
Gain on sale of discontinued operations | 1,011 | (9,349) | |||
Total operating expenses | 1,011 | (2,104) | |||
Earnings (loss) from discontinued operations | (1,011) | 20,677 | |||
Interest expense | (681) | ||||
Other, net | (230) | ||||
Earnings (loss) from discontinued operations before income | (1,011) | 19,766 | |||
Income taxes (benefit) | (490) | 4,076 | |||
Earnings (loss) from discontinued operations, net of tax | $ (521) | $ 15,690 |
DISCONTINUED OPERATIONS AND D45
DISCONTINUED OPERATIONS AND DISPOSITIONS: - ITO Support Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Agreements upon sale of business | ||||
Operating Expenses | $ 97,729 | $ 95,832 | $ 271,591 | $ 265,976 |
Certain agreements for support services and leased office space | ITO | ||||
Agreements upon sale of business | ||||
Cash inflows related to the agreements | 1,329 | 1,986 | 5,017 | 2,685 |
Cash outflows related to the agreements | 698 | 2,351 | 3,512 | 2,500 |
Revenues | 1,502 | 1,752 | 5,055 | 2,918 |
Operating Expenses | $ 447 | $ 1,845 | $ 2,785 | $ 3,001 |
OTHER CURRENT AND NONCURRENT 46
OTHER CURRENT AND NONCURRENT ASSETS: (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Other current assets | ||
Prepaid expenses | $ 25,712 | $ 25,365 |
Escrow deposit (see note 4) | 5,880 | |
Note receivable (see note 5) | 4,000 | |
Assets of non-qualified retirement plan | 12,443 | 12,532 |
Other current assets | 48,035 | 37,897 |
Other noncurrent assets | ||
Acquired intangible assets, net | 47,522 | 19,203 |
Deferred data acquisitions costs | 998 | 1,644 |
Other miscellaneous noncurrent assets | 3,901 | 4,468 |
Noncurrent assets | $ 52,421 | $ 25,315 |
OTHER ACCRUED EXPENSES_ (Detail
OTHER ACCRUED EXPENSES: (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Other Accrued Expenses [Abstract]. | ||
Acquisition-related cash held in escrow (see note 4) | $ 5,880 | |
Other accrued expenses | 51,307 | $ 48,254 |
Other current assets | $ 57,187 | $ 48,254 |
GOODWILL_ (Details)
GOODWILL: (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill information | ||
Asset impairment charges | $ 729 | |
Goodwill | ||
Goodwill at the beginning of year | $ 492,745 | |
Allant Adjustment | 19 | |
Arbor and Circulate acquisitions | 104,364 | |
Impact email disposition (see note 5) | (5,684) | |
Change in foreign currency translation adjustment | 342 | |
Goodwill at the end of year | 591,102 | |
U.S. reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 579,886 | |
APAC reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 11,216 | |
Marketing Services | ||
Goodwill | ||
Goodwill at the beginning of year | 124,586 | |
Impact email disposition (see note 5) | (5,684) | |
Change in foreign currency translation adjustment | 236 | |
Goodwill at the end of year | 118,666 | |
Marketing Services | U.S. reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 110,910 | |
Marketing Services | APAC reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 7,756 | |
Audience Solutions | ||
Goodwill | ||
Goodwill at the beginning of year | 273,430 | |
Allant Adjustment | 19 | |
Goodwill at the end of year | 273,449 | |
Audience Solutions | U.S. reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 273,449 | |
Connectivity | ||
Goodwill | ||
Goodwill at the beginning of year | 94,729 | |
Arbor and Circulate acquisitions | 104,364 | |
Change in foreign currency translation adjustment | 106 | |
Goodwill at the end of year | 198,987 | |
Connectivity | U.S. reporting unit | ||
Goodwill | ||
Goodwill at the end of year | 195,527 | |
Connectivity | APAC reporting unit | ||
Goodwill | ||
Goodwill at the end of year | $ 3,460 |
LONG-TERM DEBT_ (Details)
LONG-TERM DEBT: (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2016 | Mar. 10, 2014 | |
Long-term debt | |||
Total long-term debt and capital leases | $ 238,682 | $ 192,856 | |
Less current installments | 36,050 | 32,243 | |
Less deferred debt financing costs | 1,834 | 2,716 | |
Long-term debt, excluding current installments and deferred debt financing costs | 200,798 | 157,897 | |
Long-term debt | $ 200,798 | 157,897 | |
LIBOR rate (as a percent) | 0.98% | ||
March 10, 2014 derivative agreement | Cash flow hedge | |||
Long-term debt | |||
Fixed interest rate payable on swap (as a percent) | 0.98% | ||
Notional amount of derivative | $ 50,000 | ||
Fair market value of the derivative | $ 0 | ||
LIBOR | March 10, 2014 derivative agreement | |||
Long-term debt | |||
Long-term debt variable interest rate description | LIBOR | ||
Term loans | |||
Long-term debt | |||
Total long-term debt and capital leases | $ 162,500 | 185,000 | |
Aggregate amount of borrowing commitment | $ 300,000 | ||
Weighted-average interest rate on long-term debt (as a percent) | 2.60% | ||
Term loans | Quarterly installments payable through September 2017 | |||
Long-term debt | |||
Required quarterly installment payments | $ 7,500 | ||
Term loans | Quarterly installments payable through June 2018 | |||
Long-term debt | |||
Required quarterly installment payments | 11,300 | ||
Term loans | Final payment due on October 9, 2018 | |||
Long-term debt | |||
Final payment of long-term debt | $ 106,300 | ||
Term loans | LIBOR | |||
Long-term debt | |||
Long-term debt basis spread on variable interest rate (as a percent) | 1.75% | ||
Long-term debt variable interest rate description | LIBOR | ||
Term loans | Alternative base rate | |||
Long-term debt | |||
Long-term debt variable interest rate description | Alternative base rate | ||
Revolving credit facility | |||
Long-term debt | |||
Total long-term debt and capital leases | $ 70,000 | ||
Aggregate amount of borrowing commitment | $ 300,000 | ||
Weighted-average interest rate on long-term debt (as a percent) | 2.40% | ||
Revolving credit facility dividend restrictions amount, maximum | $ 30,000 | ||
Revolving credit facility | LIBOR | |||
Long-term debt | |||
Long-term debt basis spread on variable interest rate (as a percent) | 1.75% | ||
Long-term debt variable interest rate description | LIBOR | ||
Revolving credit facility | Alternative base rate | |||
Long-term debt | |||
Long-term debt variable interest rate description | Alternative base rate | ||
Other debt and long-term liabilities | |||
Long-term debt | |||
Total long-term debt and capital leases | $ 6,182 | $ 7,856 |
ALLOWANCE FOR DOUBTFUL ACCOUN50
ALLOWANCE FOR DOUBTFUL ACCOUNTS: (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Mar. 31, 2016 |
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | ||
Allowances for doubtful accounts, returns and credits | $ 6.7 | $ 7.3 |
SEGMENT INFORMATION_ (Details)
SEGMENT INFORMATION: (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||||
Total revenues | $ 223,312 | $ 221,193 | $ 655,380 | $ 625,433 |
Gross profit: | ||||
Total gross profit | 106,844 | 95,458 | 295,988 | 260,677 |
Income (loss) from operations: | ||||
Income (loss) from operations | 9,115 | (374) | 24,397 | (5,299) |
Gains, losses and other items, net | 2,111 | 4,058 | 2,724 | 7,369 |
Impairment of goodwill and other assets | 729 | |||
Depreciation and amortization: | ||||
Depreciation and amortization | 61,097 | 63,221 | ||
Operating segment | ||||
Revenues: | ||||
Total revenues | 223,312 | 221,193 | 655,380 | 625,433 |
Gross profit: | ||||
Total gross profit | 113,705 | 99,956 | 312,979 | 274,981 |
Income (loss) from operations: | ||||
Income (loss) from operations | 57,576 | 50,017 | 154,580 | 132,196 |
Operating segment | Marketing Services | ||||
Revenues: | ||||
Total revenues | 101,177 | 115,725 | 316,571 | 336,430 |
Gross profit: | ||||
Total gross profit | 37,494 | 38,561 | 109,440 | 112,140 |
Income (loss) from operations: | ||||
Income (loss) from operations | 21,127 | 20,309 | 61,109 | 55,070 |
Operating segment | Audience Solutions | ||||
Revenues: | ||||
Total revenues | 83,399 | 77,046 | 235,669 | 217,718 |
Gross profit: | ||||
Total gross profit | 53,120 | 45,265 | 143,030 | 121,259 |
Income (loss) from operations: | ||||
Income (loss) from operations | 34,572 | 30,723 | 89,640 | 80,000 |
Operating segment | Connectivity | ||||
Revenues: | ||||
Total revenues | 38,736 | 28,422 | 103,140 | 71,285 |
Gross profit: | ||||
Total gross profit | 23,091 | 16,130 | 60,509 | 41,582 |
Income (loss) from operations: | ||||
Income (loss) from operations | 1,877 | (1,015) | 3,831 | (2,874) |
Reconciling items | ||||
Gross profit: | ||||
Purchased intangible asset amortization | 4,621 | 3,754 | 12,588 | 11,263 |
Non-cash stock compensation | 2,240 | 666 | 4,404 | 1,443 |
Accelerated amortization | 78 | 1,598 | ||
Income (loss) from operations: | ||||
Corporate expenses (principally general and administrative) | 24,185 | 27,827 | 75,342 | 76,868 |
Separation and transformation costs included in general and administrative | 4,118 | 6,628 | 5,573 | 16,140 |
Gains, losses and other items, net | 2,111 | 4,058 | 2,725 | 7,369 |
Purchased intangible asset amortization | 4,621 | 3,754 | 12,588 | 11,262 |
Non-cash stock compensation | $ 13,427 | 8,046 | $ 33,955 | 23,529 |
Accelerated amortization | $ 78 | $ 1,598 |
RESTRUCTURING, IMPAIRMENT AND52
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring activity | ||||||
Restructuring plan charges and adjustments | $ 899 | $ 4,008 | $ 2,107 | $ 7,310 | ||
Continuing operations | ||||||
Restructuring activity | ||||||
Balance at the beginning of the period | 6,379 | |||||
Restructuring plan charges and adjustments | 2,107 | |||||
Payments | (4,893) | |||||
Balance at the end of the period | 3,593 | 3,593 | $ 6,379 | |||
Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 2,100 | |||||
Fiscal 2016 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 12,000 | |||||
Fiscal 2016 | Gains, losses and other items, net | France | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 1,400 | |||||
Fiscal 2015 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | $ 21,800 | |||||
Fiscal 2015 | Gains, losses and other items, net | France | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 3,000 | |||||
Associate-related reserves | Continuing operations | ||||||
Restructuring activity | ||||||
Balance at the beginning of the period | 2,855 | |||||
Restructuring plan charges and adjustments | 2,107 | |||||
Payments | (3,267) | |||||
Balance at the end of the period | 1,695 | 1,695 | 2,855 | |||
Associate-related reserves | United States, Europe, Brazil and Australia | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 600 | |||||
Associate-related reserves | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 800 | |||||
Associate-related reserves | Fiscal 2016 | United States, Europe, Brazil and Australia | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 8,600 | |||||
Associate-related reserves | Fiscal 2016 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 8,600 | |||||
Associate-related reserves | Fiscal 2015 | United States, Australia, China and Europe | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 13,300 | |||||
Balance at the end of the period | 300 | 300 | ||||
Associate-related reserves | Fiscal 2015 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 13,300 | |||||
Associate-related reserves | Fiscal 2014 | United States, Australia, China and Europe | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 700 | |||||
Ongoing contract costs | Continuing operations | ||||||
Restructuring activity | ||||||
Balance at the beginning of the period | 3,524 | |||||
Payments | (1,626) | |||||
Balance at the end of the period | 1,898 | 1,898 | 3,524 | |||
Ongoing contract costs | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 6,500 | |||||
Ongoing contract costs | Fiscal 2016 | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 200 | |||||
Ongoing contract costs | Fiscal 2016 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 3,000 | |||||
Ongoing contract costs | Fiscal 2015 | ||||||
Restructuring activity | ||||||
Balance at the end of the period | $ 1,900 | 1,900 | ||||
Ongoing contract costs | Fiscal 2015 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 6,500 | |||||
Ongoing contract costs | Fiscal 2015 | Gains, losses and other items, net | France | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | $ 1,400 | |||||
Write-off of leasehold improvements | Fiscal 2016 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | 400 | |||||
Write-off of leasehold improvements | Fiscal 2015 | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | $ 2,000 | |||||
Termination of associates | Gains, losses and other items, net | ||||||
Restructuring activity | ||||||
Restructuring plan charges and adjustments | $ 1,300 |
RESTRUCTURING, IMPAIRMENT AND53
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: - Gains, Losses and Other Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Gains, Losses and Other Items | ||||
Restructuring plan charges and adjustments | $ 899 | $ 4,008 | $ 2,107 | $ 7,310 |
Gain on disposition of Impact email business | (155) | (784) | ||
Arbor and Circulate acquisition-related costs | 1,365 | 1,365 | ||
Other | 2 | 50 | 36 | 59 |
Gains, losses and other items, net | $ 2,111 | $ 4,058 | 2,724 | $ 7,369 |
Gains, losses and other items, net | ||||
Gains, Losses and Other Items | ||||
Restructuring plan charges and adjustments | $ 2,100 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: (Details) - Continuing operations - Operating lease and licensing agreements $ in Millions | 9 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments | |
Term of future commitment for lease payments under noncancellable operating leases (in years) | 24 years |
Contractual Obligation | $ 77.8 |
COMMITMENTS AND CONTINGENCIES55
COMMITMENTS AND CONTINGENCIES: - Guarantee: (Details) $ in Millions | Dec. 31, 2016USD ($) |
Loan guarantees | |
Commitments | |
Maximum potential future payments under guarantees of third-party indebtedness | $ 0.1 |
Favorable leasing | |
Commitments | |
Maximum potential future payments under guarantees of third-party indebtedness | $ 2.8 |
INCOME TAX_ (Details)
INCOME TAX: (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2016USD ($) | |
INCOME TAXES: | |
Income tax benefit | $ 4.1 |
FINANCIAL INSTRUMENTS_ (Details
FINANCIAL INSTRUMENTS: (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Fair value of assets and liabilities | ||
Other current assets | $ 48,035 | $ 37,897 |
Fair value measurements on recurring basis | Level 1 | ||
Fair value of assets and liabilities | ||
Other current assets | 12,443 | |
Total assets | 12,443 | |
Fair value measurements on recurring basis | Level 2 | ||
Fair value of assets and liabilities | ||
Other accrued expenses | (2) | |
Total liabilities | (2) | |
Fair value measurements on recurring basis | Total | ||
Fair value of assets and liabilities | ||
Other current assets | 12,443 | |
Total assets | 12,443 | |
Other accrued expenses | (2) | |
Total liabilities | $ (2) |