Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | LIVERAMP HOLDINGS, INC. | |
Entity Central Index Key | 733,269 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
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 | 78,815,696 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 87,047 | $ 140,018 |
Trade accounts receivable, net | 41,110 | 52,047 |
Refundable income taxes | 19,285 | 9,977 |
Other current assets | 23,196 | 20,173 |
Assets held for sale | 703,004 | 138,374 |
Total current assets | 873,642 | 360,589 |
Property and equipment, net of accumulated depreciation and amortization | 28,485 | 32,340 |
Software, net of accumulated amortization | 9,513 | 13,970 |
Goodwill | 204,869 | 203,639 |
Deferred income taxes | 26,312 | 10,703 |
Deferred commissions, net | 8,490 | 0 |
Other assets, net | 36,481 | 37,854 |
Assets held for sale | 0 | 550,402 |
TOTAL ASSETS | 1,187,792 | 1,209,497 |
Current liabilities: | ||
Current installments of long-term debt | 0 | 1,583 |
Trade accounts payable | 15,854 | 18,759 |
Accrued payroll and related expenses | 14,329 | 13,774 |
Other accrued expenses | 44,434 | 39,624 |
Deferred revenue | 2,982 | 4,506 |
Liabilities held for sale | 97,163 | 100,353 |
Total current liabilities | 174,762 | 178,599 |
Long-term debt | 226,307 | 227,837 |
Deferred income taxes | 15,952 | 40,243 |
Other liabilities | 10,093 | 10,016 |
Other liabilities held for sale | 0 | 3,707 |
Commitments and contingencies | ||
Equity: | ||
Common stock | 13,836 | 13,609 |
Additional paid-in capital | 1,277,614 | 1,235,679 |
Retained earnings | 658,666 | 628,331 |
Accumulated other comprehensive income | 10,192 | 10,767 |
Treasury stock, at cost | (1,199,630) | (1,139,291) |
Total equity | 760,678 | 749,095 |
TOTAL LIABILITIES AND EQUITY | $ 1,187,792 | $ 1,209,497 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 64,812 | $ 54,013 | $ 127,283 | $ 100,770 |
Cost of revenue | 24,466 | 24,009 | 48,120 | 48,070 |
Gross profit | 40,346 | 30,004 | 79,163 | 52,700 |
Operating expenses: | ||||
Research and development | 16,940 | 15,599 | 33,910 | 30,439 |
Sales and marketing | 35,940 | 25,981 | 69,263 | 50,072 |
General and administrative | 25,176 | 23,724 | 43,300 | 47,311 |
Gains, losses and other items, net | 489 | 2,833 | 491 | 2,830 |
Total operating expenses | 78,545 | 68,137 | 146,964 | 130,652 |
Loss from operations | (38,199) | (38,133) | (67,801) | (77,952) |
Other income (expense): | ||||
Total other income (expense) | (281) | 263 | 75 | (317) |
Loss from continuing operations before income taxes | (38,480) | (37,870) | (67,726) | (78,269) |
Income taxes (benefit) | 2,700 | (11,869) | 1,272 | (25,189) |
Net loss from continuing operations | (41,180) | (26,001) | (68,998) | (53,080) |
Earnings (loss) from discontinued operations, net of tax | 61,803 | 22,665 | 86,606 | 48,444 |
Net earnings (loss) | $ 20,623 | $ (3,336) | $ 17,608 | $ (4,636) |
Basic loss per share: | ||||
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ (0.53) | $ (0.33) | $ (0.89) | $ (0.67) |
Basic earnings (loss) per share from discontinued operations (in dollars per share) | 0.80 | 0.29 | 1.12 | 0.61 |
Basic earnings (loss) per share (in USD per share) | 0.27 | (0.04) | 0.23 | (0.06) |
Diluted earnings (loss) per share: | ||||
Diluted earnings (loss) per share from continuing operations (in dollars per share) | (0.53) | (0.33) | (0.89) | (0.67) |
Diluted earnings (loss) per share from discontinued operations (in dollars per share) | 0.80 | 0.29 | 1.12 | 0.61 |
Diluted earnings (loss), net per share (in USD per share) | $ 0.27 | $ (0.04) | $ 0.23 | $ (0.06) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 20,623 | $ (3,336) | $ 17,608 | $ (4,636) |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment | 1,293 | 759 | (575) | 1,411 |
Comprehensive loss | $ 21,916 | $ (2,577) | $ 17,033 | $ (3,225) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 6 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in Capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury Stock |
Balance, beginning of the period (in shares) at Mar. 31, 2018 | 136,079,676 | (58,304,917) | ||||
Balance, beginning of the period at Mar. 31, 2018 | $ 749,095 | $ 13,609 | $ 1,235,679 | $ 628,331 | $ 10,767 | $ (1,139,291) |
Increase (Decrease) in Stockholders' Equity | ||||||
Employee stock awards, benefit plans and other issuances (in shares) | 439,337 | (496,055) | ||||
Employee stock awards, benefit plans and other issuances | (6,503) | $ 44 | 8,077 | $ (14,624) | ||
Non-cash stock-based compensation (in shares) | 240,584 | |||||
Non-cash stock-based compensation | 34,092 | $ 24 | 34,068 | |||
Restricted stock units vested (in shares) | 1,596,551 | |||||
Restricted stock units vested | 0 | $ 159 | (159) | |||
Warrant exercises | 0 | (51) | $ 51 | |||
Warrant exercises (in shares) | 3,488 | |||||
Acquisition of treasury stock (in shares) | 1,853,071 | |||||
Acquisition of treasury stock | (45,766) | $ (45,766) | ||||
Other comprehensive income (loss): | ||||||
Foreign currency translation | (575) | (575) | ||||
Net earnings (loss) | 17,608 | 17,608 | ||||
Balance, end of the period (in shares) at Sep. 30, 2018 | 138,356,148 | (60,650,555) | ||||
Balance, end of the period at Sep. 30, 2018 | $ 760,678 | $ 13,836 | $ 1,277,614 | $ 658,666 | $ 10,192 | $ (1,199,630) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 17,608 | $ (4,636) |
Earnings (loss) from discontinued operations, net of tax | (86,606) | (48,444) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 16,540 | 18,931 |
Loss on disposal or impairment of assets | 475 | 2,125 |
Provision for doubtful accounts | 631 | 262 |
Accelerated deferred debt costs | 0 | 720 |
Deferred income taxes | 12,444 | (2,632) |
Non-cash stock compensation expense | 35,465 | 25,666 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,649) | (4,675) |
Deferred costs and other assets, net | (2,047) | 0 |
Other assets | (12,480) | (1,136) |
Accounts payable and other liabilities | (7,276) | (3,804) |
Deferred Revenue | (1,515) | (1,228) |
Net cash provided by operating activities | (29,410) | (18,851) |
Cash flows from investing activities: | ||
Capitalized software development costs | (1,322) | (1,213) |
Capital expenditures | (2,035) | (2,687) |
Equity investments | (2,500) | 0 |
Net cash received from disposition | 0 | 4,000 |
Net cash used in investing activities | (5,857) | 100 |
Cash flows from financing activities: | ||
Proceeds from debt | 0 | 230,000 |
Payments of debt | (3,293) | (226,150) |
Fees for debt refinancing | (300) | (4,001) |
Sale of common stock, net of stock acquired for withholding taxes | (6,503) | 3,695 |
Acquisition of treasury stock | (45,766) | (19,776) |
Net cash used in financing activities | (55,862) | (16,232) |
Net cash used in continuing operations | (91,129) | (34,983) |
Cash flows from discontinued operations | ||
Net cash provided by operating activities | 54,316 | 52,120 |
Net cash provided by investing activities | (14,502) | (18,185) |
Net cash used in financing activities | (172) | 111 |
Net cash provided by discontinued operations | 39,642 | 34,046 |
Net cash provided by (used in) continuing and discontinued operations | (51,487) | (937) |
Effect of exchange rate changes on cash | (1,484) | 609 |
Net change in cash and cash equivalents | (52,971) | (328) |
Cash and cash equivalents at beginning of period | 140,018 | 168,680 |
Cash and cash equivalents at end of period | 87,047 | 168,352 |
Cash paid during the period for: | ||
Income taxes, net of refunds | $ 115 | $ 229 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: On September 20, 2018, we implemented a holding company reorganization, as a result of which Acxiom Holdings, Inc. became the successor issuer to Acxiom Corporation. On October 1, 2018, we changed our name to LiveRamp Holdings, Inc. ("LiveRamp"). References to "we", "us", "our", "Registrant", or the "Company" for events that occurred prior to September 20, 2018 refer to Acxiom Corporation and its subsidiaries; for events that occurred from September 20, 2018 to October 1, 2018, to Acxiom Holdings, Inc. and its subsidiaries; and after October 1, 2018, to LiveRamp Holdings, Inc. and its subsidiaries. These condensed consolidated financial statements have been prepared by LiveRamp, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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, 2018 (“2018 Annual Report”), as filed with the SEC on May 25, 2018. This quarterly report and the accompanying condensed consolidated financial statements should be read in connection with the 2018 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, 2019. 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 2018 Annual Report. Accounting Pronouncements Adopted During the Current Year In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016 and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. Topic 606 supersedes nearly all existing revenue recognition guidance under U.S. GAAP. 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 to which the entity expects to be entitled in exchange for those goods or services. We adopted Topic 606 as of April 1, 2018 using the modified retrospective method. See Note 2 for further details. In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 719): Scope of Modification Accounting" ("ASU 2017-09"). ASU 2017-09 clarifies when changes to the terms or conditions of a stock-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a stock-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. ASU 2017-09 is effective for the Company beginning in fiscal 2019. We adopted the standard in the current fiscal quarter, and adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years; earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), 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 a right-of-use asset and a lease liability on the balance sheet for all leases except short-term leases. For lessees, leases will continue to be classified as either operating or financing in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. Subsequently, the FASB has issued various ASU's to provide further clarification around aspects of Topic 842. 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, with early adoption permitted. We will adopt the new standard on April 1, 2019 using the modified retrospective approach. The Company is continuing to evaluate the impact of the adoption of this guidance on its condensed consolidated financial statements and related disclosures. |
TOPIC 606 ADOPTION IMPACT AND R
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: (Notes) | 6 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Topic 606 Adoption Impact and Revenue from Contracts with Customers | TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: On April 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of April 1, 2018. Results for reporting periods beginning after April 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic reporting under Topic 605. Under Topic 606, revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation We recorded a net increase to our opening retained earnings of $12.7 million, net of tax, due to the cumulative impact of adopting Topic 606, with the impact primarily related to the capitalization of costs of obtaining customer contracts. The details of the significant changes and quantitative impact of the changes are disclosed below. Costs of Obtaining Customer Contracts The Company previously recognized commission payments made for obtaining a contract as an operating expense when incurred. Under Topic 606, the Company capitalizes incremental costs to acquire contracts and amortizes them over the expected period of benefit, which we have determined to be four years. As of September 30, 2018, the remaining unamortized contract costs were $8.5 million and are included in deferred commissions, net, in the condensed consolidated balance sheet. Net capitalized costs of $2.0 million were recorded as a reduction to operating expense for the six months ended September 30, 2018. No impairment was recognized for the six months ended September 30, 2018. Impacts on Financial Statements Condensed Consolidated Balance Sheet Impact of changes in accounting policies As reported September 30, 2018 Adjustments Balances without adoption of Topic 606 Deferred commissions, net 8,490 (8,490) — Others 1,179,302 — 1,179,302 Total assets $ 1,187,792 $ (8,490) $ 1,179,302 Deferred income taxes 15,952 (2,281) 13,671 Others 411,162 — 411,162 Total liabilities 427,114 (2,281) 424,833 Retained earnings 658,666 (6,209) 652,457 Other equity 102,012 — 102,012 Total equity 760,678 (6,209) 754,469 Total liabilities and equity $ 1,187,792 $ (8,490) $ 1,179,302 Condensed Consolidated Statement of Operations Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Revenues $ 127,283 $ — $ 127,283 Cost of revenue 48,120 — 48,120 Gross profit $ 79,163 $ — $ 79,163 Operating expenses: Sales and marketing $ 69,263 $ 2,047 $ 71,310 Other operating expenses 77,701 — 77,701 Total operating expenses 146,964 2,047 149,011 Loss from operations (67,801) (2,047) (69,848) Total other income 75 — 75 Loss from continuing operations before income taxes (67,726) (2,047) (69,773) Income taxes (benefit) 1,272 (487) 785 Net loss from continuing operations $ (68,998) $ (1,560) $ (70,558) Condensed Consolidated Statement of Comprehensive Income Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Net earnings $ 17,608 $ (1,560) $ 16,048 Other comprehensive loss: Change in foreign currency translation adjustment (575) — (575) Comprehensive income $ 17,033 $ (1,560) $ 15,473 Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Net earnings $ 17,608 $ (1,560) $ 16,048 Earnings from discontinued operations (86,606) — (86,606) Adjustments for: Deferred income taxes 12,444 (487) 11,957 Others 53,111 — 53,111 Changes in: Accounts receivable, net (2,649) — (2,649) Deferred commissions (2,047) 2,047 — Other assets (12,480) — (12,480) Accounts payable and other liabilities (7,276) — (7,276) Deferred revenue (1,515) — (1,515) Net cash from operating activities (29,410) — (29,410) Net cash from investing activities (5,857) — (5,857) Net cash from financing activities (55,862) — (55,862) Net cash from discontinued operations 39,642 — 39,642 Effect of exchange rate changes on cash (1,484) — (1,484) Net change in cash and cash equivalents (52,971) — (52,971) Cash and cash equivalents at beginning of period 140,018 — 140,018 Cash and cash equivalents at end of period $ 87,047 $ — $ 87,047 Disaggregation of Revenue In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands). For the six months ended September 30, Primary Geographical Markets 2018 2017 United States $ 116,195 $ 91,271 Europe 8,710 7,830 APAC 2,378 1,669 $ 127,283 $ 100,770 Major Offerings/Services Subscription 106,190 79,369 Marketplace and Other 21,093 21,401 $ 127,283 $ 100,770 Transaction Price Allocated to the Remaining Performance Obligations We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $168.0 million as of September 30, 2018. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2021 with the balance recognized thereafter. |
EARNINGS (LOSS) PER SHARE AND S
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY | 6 Months Ended |
Sep. 30, 2018 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY: | EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY: 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 three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Basic earnings (loss) per share: Net loss from continuing operations $ (41,180) $ (26,001) $ (68,998) $ (53,080) Earnings from discontinued operations, net of tax 61,803 22,665 86,606 48,444 Net earnings (loss) $ 20,623 $ (3,336) $ 17,608 $ (4,636) Basic weighted-average shares outstanding 77,448 79,235 77,192 78,954 Continuing operations $ (0.53) $ (0.33) $ (0.89) $ (0.67) Discontinued operations 0.80 0.29 1.12 0.61 Basic earnings (loss) per share $ 0.27 $ (0.04) $ 0.23 $ (0.06) Diluted earnings (loss) per share: Basic weighted-average shares outstanding 77,448 79,235 77,192 78,954 Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — — — Diluted weighted-average shares outstanding 77,448 79,235 77,192 78,954 Continuing operations $ (0.53) $ (0.33) $ (0.89) $ (0.67) Discontinued operations 0.80 0.29 1.12 0.61 Diluted earnings (loss) per share $ 0.27 $ (0.04) $ 0.23 $ (0.06) Due to the net loss from continuing operations during the three and six months ended September 30, 2018 and 2017, respectively, the dilutive effect of options, warrants and restricted stock units covering 3.6 million and 2.5 million shares of common stock, respectively, was excluded from the diluted loss per share calculation since the impact on the calculation was anti-dilutive. Additional options, warrants to purchase shares of common stock, and restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted loss per share because the effect was anti-dilutive are shown below (shares in thousands): For the three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Number of shares outstanding under options, warrants and restricted stock units plans 29 1,308 69 324 Range of exercise prices for options N/A $32.85 N/A $32.85 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 October 25, 2018. On that date, the board of directors authorized a $500 million increase to the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1 billion of its common stock through the period ending December 31, 2020. During the six months ended September 30, 2018, the Company repurchased 1.9 million shares of its common stock for $45.8 million. Through September 30, 2018, the Company had repurchased a total of 22.0 million shares of its stock for $420.4 million, leaving remaining capacity of $579.6 million under the stock repurchase program. On October 25, 2018, the board of directors authorized a Dutch auction tender offer (the "Offer") to purchase shares of its outstanding common stock at an initial aggregate purchase price not to exceed $500 million, plus up to 2% of the Company's outstanding shares of common stock in accordance with the rules and regulations of the SEC. The full details of the terms and conditions of the Offer will be set forth at a later date in an Offer to Purchase and a Letter of Transmittal upon approval of the Executive Committee of the board of directors. Accumulated Other Comprehensive Income Accumulated other comprehensive income accumulated balances of $10.2 million and $10.8 million at September 30, 2018 and March 31, 2018, respectively, reflect accumulated foreign currency translation adjustments. |
DISPOSITION (Notes)
DISPOSITION (Notes) | 6 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION | DISPOSITION: On July 2, 2018, the Company entered into a definitive agreement to sell its Acxiom Marketing Solutions business (“AMS”) to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash. As required regulatory approvals were being sought and received, the Company solicited and received shareholder approval for the transaction. Shareholder approval was received on September 20, 2018, and the Company began reporting the financial information pertaining to AMS as a component of discontinued operations in the condensed consolidated financial statements. Prior to the discontinued operations classification, the AMS business was included in the AMS segment in the Company’s segment results. The sale was completed on October 1, 2018. At the closing of the transaction, the Company received total consideration of $2.3 billion ($2.3 billion stated sales price less closing adjustments and transaction costs of $38.5 million). Additionally, the Company applied $230.5 million of proceeds from the sale to repay outstanding Company debt and interest. The Company plans to use further proceeds from the sale to fund expansion of its common stock repurchase program and for general corporate purposes. The Company expects to report a gain on the sale. Summary results of operations of AMS for the three and six months ended September 30, 2018 and 2017, respectively, are segregated and included in earnings from discontinued operations, net of tax, in the condensed consolidated statements of operations. The following is a reconciliation of the major classes of line items constituting earnings from discontinued operations, net of tax (dollars in thousands): For the three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Revenues $ 167,696 $ 171,227 $ 332,185 $ 336,984 Cost of revenue 95,218 91,063 188,835 180,962 Gross profit 72,478 80,164 143,350 156,022 Operating expenses: Research and development 7,352 8,414 14,918 17,137 Sales and marketing 21,106 24,137 42,633 48,486 General and administrative 27,789 8,200 44,383 16,969 Gains, losses and other items, net 1,369 827 2,653 732 Total operating expenses 57,616 41,578 104,587 83,324 Income from discontinued operations 14,862 38,586 38,763 72,698 Interest expense (2,864) (2,524) (5,702) (4,866) Other, net (145) (71) 23 (163) Earnings from discontinued operations before income taxes 11,853 35,991 33,084 67,669 Income taxes (benefit) (49,950) 13,326 (53,522) 19,225 Earnings from discontinued operations, net of tax $ 61,803 $ 22,665 $ 86,606 $ 48,444 Substantially all of the interest expense was allocated to discontinued operations. Included in income tax benefit from discontinued operations for the three and six months ended September 30, 2018 is approximately $45.6 million related to the recognition of deferred tax assets for net basis differences of AMS business subsidiaries. The carrying amounts of the major classes of assets and liabilities of AMS are segregated and included in assets and liabilities held for sale in the condensed consolidated balance sheets. The following is a reconciliation of the assets and liabilities held for sale (dollars in thousands): September 30, 2018 March 31, 2018 (Unaudited) (Unaudited) Cash and cash equivalents $ 6,731 $ 2,261 Trade accounts receivable, net 122,507 115,141 Refundable income taxes 30 — Other current assets 23,920 20,972 Property and equipment, net 116,338 124,193 Software, net 21,093 21,014 Goodwill 390,649 392,356 Purchased software licenses, net 6,594 7,502 Deferred income taxes 1,538 1,522 Deferred commissions, net 11,929 — Other assets, net 1,675 3,815 Assets held for sale $ 703,004 $ 688,776 Trade accounts payable 30,755 27,929 Accrued payroll and related expenses 21,893 28,725 Other accrued expenses 18,446 16,241 Deferred revenue 23,486 27,214 Income taxes payable — 244 Other liabilities 2,583 3,707 Liabilities held for sale $ 97,163 $ 104,060 |
SHARE-BASED COMPENSATION_
SHARE-BASED COMPENSATION: | 6 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION: | SHARE-BASED COMPENSATION: Share-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 42.3 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At September 30, 2018, there were a total of 13.0 million shares available for future grants under the plans. During the quarter ended September 30, 2018, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan to increase the number of shares available under the plan from 32.9 million shares to 37.9 million shares, bringing the total number of shares reserved for issuance since inception of all plans from 37.3 million shares at June 30, 2018 to 42.3 million shares at September 30, 2018. The amendment received shareholder approval at the September 20, 2018 annual shareholders' meeting. Stock Option Activity of Continuing Operations Stock option activity for the six months ended September 30, 2018 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, 2018 2,456,184 $ 13.30 Exercised (273,009) $ 9.59 $ 7,144 Forfeited or canceled (18,646) $ 19.07 Outstanding at September 30, 2018 2,164,529 $ 13.72 4.9 $ 75,248 Exercisable at September 30, 2018 1,951,500 $ 14.43 4.7 $ 66,462 The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between Acxiom’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holders exercised their options on September 30, 2018. 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 September 30, 2018 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 $ 0.61 — $ 9.99 478,039 5.4 years $ 1.37 341,363 $ 1.35 $ 10.00 — $ 19.99 1,043,507 4.1 years $ 14.62 967,154 $ 14.39 $ 20.00 — $ 24.99 636,293 5.9 years $ 21.31 636,293 $ 21.31 $ 25.00 — $ 32.85 6,690 5.1 years $ 32.85 6,690 $ 32.85 2,164,529 4.9 years $ 13.72 1,951,500 $ 14.43 Total expense related to stock options for the six months ended September 30, 2018 and 2017 was approximately $1.7 million and $2.7 million, respectively. Future expense for these options is expected to be approximately $4.3 million in total over the next three years. Performance Stock Option Unit Activity Performance stock option unit activity for the six months ended September 30, 2018 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, 2018 322,823 $ 21.42 Forfeited or canceled (186,090) $ 21.41 Outstanding at September 30, 2018 136,733 $ 21.44 1.6 $ 3,698 Exercisable at September 30, 2018 — $ — — $ — Of the performance stock option units outstanding at March 31, 2018, 161,412 reached maturity of the relevant performance period at March 31, 2018. The units attained a 0% attainment level. As a result, they were cancelled in the current fiscal quarter. Total expense related to performance stock option units for the six months ended September 30, 2018 and 2017 was not material in both periods. Future expense for these performance stock option units is expected to be approximately $0.8 million in total over the next three years. Restricted Stock Unit Activity During the six months ended September 30, 2018, the Company granted time-vesting restricted stock units covering 1,383,409 shares of common stock with a fair value at the date of grant of $40.3 million. Of the restricted stock units granted in the current period, 197,115 vest in equal annual increments over four years, 1,172,263 vest 25% at the one-year anniversary and 75% in equal quarterly increments over the subsequent three Time-vesting restricted stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 2,702,497 $ 24.60 2.34 Granted 1,383,409 $ 29.15 Vested (745,573) $ 23.94 Forfeited or canceled (200,222) $ 25.18 Outstanding at September 30, 2018 3,140,111 $ 26.73 2.71 During the six months ended September 30, 2018, the Company granted performance-based restricted stock units covering 186,539 shares of common stock having a fair value at the date of grant of $5.8 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The 186,539 units may vest in a number of shares from 25% 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 established by the compensation committee for the period from April 1, 2018 to March 31, 2021. Non-vested performance-based restricted stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 561,018 $ 25.58 1.67 Granted 186,539 $ 31.07 Forfeited or canceled (110,536) $ 25.08 Outstanding at September 30, 2018 637,021 $ 27.28 1.56 Total expense related to restricted stock for the six months ended September 30, 2018 and 2017 was approximately $17.5 million and $14.9 million, respectively. Future expense for restricted stock units is expected to be approximately $20.5 million for the six months ending March 31, 2019, $29.2 million in fiscal 2020, $19.8 million in fiscal 2021, $10.5 million in fiscal 2022, and $1.4 million in fiscal 2023. Other Performance Unit Activity Other performance-based stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 111,111 $ 5.33 - Vested (45,364) $ 5.33 Forfeited or canceled (65,747) $ 5.33 Outstanding at September 30, 2018 — $ — - The 111,111 performance-based units outstanding at March 31, 2018 reached maturity of the relevant performance period on March 31, 2018. The units achieved a 100% performance attainment level. However, application of the share price adjustment factor resulted in a 59% reduction in shares vested in the current fiscal quarter. During the six months ended September 30, 2018, shares having a fair value of approximately $14.6 million were withheld from the units vested and exercised in the tables above. The withheld shares represented the value of employee payroll tax withholding for taxable stock-based compensation awards. The $14.6 million fair value resulted in the return of 496,055 shares to treasury stock and is included in sale of common stock, net of stock acquired for withholding taxes in the condensed consolidated statements of cash flows. Share-based Compensation Plan Activity Related to Discontinued Operations Total share-based compensation expense related to discontinued operations for the six months ended September 30, 2018 and 2017 was $5.7 million and $5.2 million, respectively. Consideration Holdback As part of the Company’s acquisition of Arbor in fiscal 2017, $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”). Total expense related to the Holdback Agreements for the six months ended September 30, 2018 and 2017 was $7.7 million in each period. Through September 30, 2018, the Company had recognized a total of $28.1 million expense related to the Holdback Agreements. Future expense related to the Holdback Agreements is expected to be approximately $10.2 million over the next two Pacific Data Partners ("PDP") Assumed Performance Plan In connection with the fiscal 2018 acquisition of PDP, the Company assumed the outstanding performance compensation plan under the 2018 Equity Compensation Plan of Pacific Data Partners, LLC ("PDP PSU plan"). Total expense related to the PDP PSU plan for the six months ended September 30, 2018 was $7.9 million. Through September 30, 2018, the Company had recognized a total of $9.8 million related to the PDP PSU plan. Future expense is expected to be approximately $7.9 million in fiscal 2019, $15.8 million in fiscal 2020, $15.8 million in fiscal 2021, and $15.7 million in fiscal 2022, based on expectations of full attainment. At March 31, 2018, the recognized, but unpaid, portion balance related to the PDP PSU plan in other accrued expenses in the condensed consolidated balance sheet was $8.9 million. |
OTHER CURRENT AND NONCURRENT AS
OTHER CURRENT AND NONCURRENT ASSETS: | 6 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT AND NONCURRENT ASSETS: | OTHER CURRENT AND NONCURRENT ASSETS: Other current assets consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Prepaid expenses and other $ 7,973 $ 6,622 Assets of non-qualified retirement plan 15,223 13,551 Other current assets $ 23,196 $ 20,173 Other noncurrent assets consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Acquired intangible assets, net $ 28,969 $ 33,922 Other miscellaneous noncurrent assets 7,512 3,932 Other assets, net $ 36,481 $ 37,854 |
OTHER ACCRUED EXPENSES_
OTHER ACCRUED EXPENSES: | 6 Months Ended |
Sep. 30, 2018 | |
Other Accrued Expenses [Abstract]. | |
OTHER ACCRUED EXPENSES | OTHER ACCRUED EXPENSES: Other accrued expenses consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Liabilities of non-qualified retirement plan 15,223 13,551 Other miscellaneous accrued expenses 29,211 26,073 Other accrued expenses $ 44,434 $ 39,624 |
GOODWILL AND INTANGIBLE ASSETS_
GOODWILL AND INTANGIBLE ASSETS: | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS: | GOODWILL AND INTANGIBLE ASSETS: Goodwill for the six months ended September 30, 2018 (dollars in thousands) was as follows: Total Balance at March 31, 2018 $ 203,639 Reallocation from AMS 1,377 Change in foreign currency translation adjustment (147) Balance at September 30, 2018 $ 204,869 Goodwill by geography as of September 30, 2018 was: Total U.S. $ 201,449 APAC 3,420 Balance at September 30, 2018 $ 204,869 The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher relationships. Amortization lives for those intangibles range from two years to six years. The following table shows the amortization activity of intangible assets (dollars in thousands): September 30, 2018 March 31, 2018 Developed technology, gross (Software) $ 54,000 $ 54,000 Accumulated amortization (48,054) (43,383) Net developed technology $ 5,946 $ 10,617 Customer relationship/Trade name, gross (Other assets, net) $ 35,800 $ 35,800 Accumulated amortization (23,359) (20,400) Net customer/trade name $ 12,441 $ 15,400 Publisher relationship, gross (Other assets, net) $ 23,800 $ 23,800 Accumulated amortization (7,272) (5,289) Net publisher relationship $ 16,528 $ 18,511 Total intangible assets, gross $ 113,600 $ 113,600 Total accumulated amortization (78,685) (69,072) Total intangible assets, net $ 34,915 $ 44,528 Total amortization expense related to intangible assets for the six months ended September 30, 2018 and 2017 was $9.6 million and $12.2 million, respectively. The following table presents the estimated future amortization expenses related to purchased and other intangible assets. The amount for 2019 represents the remaining six months ending March 31, 2019. All other periods represent fiscal years ending March 31 (dollars in thousands): Fiscal Year: 2019 $ 6,356 2020 11,950 2021 8,025 2022 5,150 2023 3,434 $ 34,915 |
PROPERTY AND EQUIPMENT (Notes)
PROPERTY AND EQUIPMENT (Notes) | 6 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT: | PROPERTY AND EQUIPMENT: Property and equipment is summarized as follows (dollars in thousands): September 30, 2018 March 31, 2018 Leasehold improvements 16,525 15,635 Data processing equipment 35,230 39,938 Office furniture and other equipment 6,696 6,780 58,451 62,353 Less accumulated depreciation and amortization 29,966 30,013 $ 28,485 $ 32,340 Depreciation expense on property and equipment was $5.8 million and $6.1 million for the six months ended September 30, 2018 and 2017, respectively. |
LONG-TERM DEBT_
LONG-TERM DEBT: | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT: | LONG-TERM DEBT: Long-term debt consists of the following (dollars in thousands): September 30, 2018 March 31,2018 Revolving credit borrowings $ 230,000 $ 230,000 Other debt — 3,293 Total long-term debt 230,000 233,293 Less current installments — 1,583 Less deferred debt financing costs 3,693 3,873 Long-term debt, excluding current installments and deferred debt financing costs $ 226,307 $ 227,837 The revolving loan borrowings under the Company's Sixth Amended and Restated Credit Agreement (the "restated credit agreement") bear interest at LIBOR or at an alternative base rate ("ABR") plus a credit spread. The weighted-average interest rate on revolving credit borrowings at September 30, 2018 was the ABR rate of 5.75%. There were no material outstanding letters of credit at September 30, 2018 or March 31, 2018. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | 6 Months Ended |
Sep. 30, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS: | ALLOWANCE FOR DOUBTFUL ACCOUNTS: Trade accounts receivable are presented net of allowances for doubtful accounts, returns and credits of $2.7 million at September 30, 2018 and $3.1 million at March 31, 2018. |
RESTRUCTURING, IMPAIRMENT AND O
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | 6 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: | RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: The following table summarizes the restructuring activity for the six months ended September 30, 2018 (dollars in thousands): Associate-related Lease Total March 31, 2018 $ 541 $ 5,288 $ 5,829 Restructuring charges and adjustments 848 (357) 491 Payments (684) (469) (1,153) September 30, 2018 $ 705 $ 4,462 $ 5,167 The above balances are included in other accrued expenses and other liabilities on the condensed consolidated balance sheets. Restructuring Plans In the six months ended September 30, 2018, the Company recorded a total of $0.5 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense related to fiscal year 2019 included restructuring plans primarily for associates in the United States and China, partially offset by a reduction in the lease accrual related to fiscal year 2018. Of the associate related accruals of $0.8 million, $0.4 million remained accrued at September 30, 2018. The associate-related costs are expected to be paid out in fiscal 2019. In fiscal 2018, the Company recorded a total of $2.8 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 $0.2 million, and lease accruals and adjustments of $2.6 million. The associate-related accruals of $0.2 million related to the termination of associates in the United States. These costs were paid out in fiscal 2019. The lease accruals and adjustments of $2.6 million result from the Company's exit from certain leased office facilities. In fiscal 2017, the Company recorded a total of $6.5 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense included lease accruals and adjustments of $3.0 million, and leasehold improvement write-offs of $2.1 million. The lease accruals and adjustments of $3.0 million resulted from the Company's exit from certain leased office facilities ($1.5 million) and adjustments to estimates related to the fiscal 2015 lease accruals ($1.5 million). In fiscal 2015, the Company recorded a total of $9.2 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 $2.6 million, lease accruals of $4.7 million, and the write-off of leasehold improvements of $2.0 million. Of the associate-related accruals of $2.6 million, $0.3 million remained accrued as of September 30, 2018. These amounts are expected to be paid out in fiscal 2019. With respect to the fiscal 2015, 2017, and 2018 lease accruals described above, the Company intends to sublease the facilities to the extent possible. The liabilities will be satisfied over the remainder of the leased properties' terms, which continue through November 2025. Actual sublease receipts 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. Gains, Losses and Other Items Gains, losses and other items for each of the periods presented are as follows (dollars in thousands): For the three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Restructuring plan charges and adjustments $ 489 $ 2,834 $ 491 $ 2,831 Other — (1) — (1) $ 489 $ 2,833 $ 491 $ 2,830 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: | 6 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES: | COMMITMENTS AND CONTINGENCIES: 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 equipment and office space under noncancellable operating leases. The Company has a future commitment for lease payments over the next 7 years of $52.8 million. |
INCOME TAXES_
INCOME TAXES: | 6 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES: | INCOME TAX: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 impacted by the reduction in the U.S. federal corporate income tax rate (discussed below), non-deductible stock-based compensation, state income taxes, research tax credits, losses in foreign jurisdictions, and recording of a valuation allowance on deferred taxes. In the second quarter, the Company recognized a discrete tax expense of $5.5 million in connection with establishing a valuation allowance against its deferred tax assets originating from continuing operations. 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. On December 22, 2017, the U.S. enacted significant tax law changes following the passage of H.R. 1, "An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 "the Tax Act") (previously known as "The Tax Cuts and Jobs Act"). The Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21%, among other provisions. We believe we have properly estimated our federal and state income tax liabilities for the impacts of the Tax Act, including provisional amounts under SAB No. 118 related to the rate change, the impact of increased bonus depreciation, and the effects on executive compensation deductions. The Tax Act may be subject to technical amendments, as well as interpretations and implementing of regulations by the Department of Treasury and Internal Revenue Service, any of which could increase or decrease one or more impacts of the legislation. As such, we will continue to analyze the effects of the Tax Act and may record adjustments to provisional amounts during the measurement period ending no later than December 31, 2018. As of September 30, 2018, we have not changed the provisional estimates recognized in fiscal 2018. Any impacts to our income tax expense as a result of additional guidance will be recorded in the period in which the guidance is issued. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS: | 6 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS: | FAIR VALUE OF FINANCIAL INSTRUMENTS: 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 revolving credit agreement is adjusted for changes in market rates and therefore the carrying value 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 September 30, 2018, the estimated fair value of long-term debt approximates its carrying value. 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 balances of assets measured at fair value as of September 30, 2018 (dollars in thousands): Level 1 Level 2 Level 3 Total Assets: Other current assets $ 15,223 $ — $ — $ 15,223 Total assets $ 15,223 $ — $ — $ 15,223 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years; earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), 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 a right-of-use asset and a lease liability on the balance sheet for all leases except short-term leases. For lessees, leases will continue to be classified as either operating or financing in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. Subsequently, the FASB has issued various ASU's to provide further clarification around aspects of Topic 842. 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, with early adoption permitted. We will adopt the new standard on April 1, 2019 using the modified retrospective approach. The Company is continuing to evaluate the impact of the adoption of this guidance on its condensed consolidated financial statements and related disclosures. |
TOPIC 606 ADOPTION IMPACT AND_2
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Impacts on Financial Statements Condensed Consolidated Balance Sheet Impact of changes in accounting policies As reported September 30, 2018 Adjustments Balances without adoption of Topic 606 Deferred commissions, net 8,490 (8,490) — Others 1,179,302 — 1,179,302 Total assets $ 1,187,792 $ (8,490) $ 1,179,302 Deferred income taxes 15,952 (2,281) 13,671 Others 411,162 — 411,162 Total liabilities 427,114 (2,281) 424,833 Retained earnings 658,666 (6,209) 652,457 Other equity 102,012 — 102,012 Total equity 760,678 (6,209) 754,469 Total liabilities and equity $ 1,187,792 $ (8,490) $ 1,179,302 Condensed Consolidated Statement of Operations Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Revenues $ 127,283 $ — $ 127,283 Cost of revenue 48,120 — 48,120 Gross profit $ 79,163 $ — $ 79,163 Operating expenses: Sales and marketing $ 69,263 $ 2,047 $ 71,310 Other operating expenses 77,701 — 77,701 Total operating expenses 146,964 2,047 149,011 Loss from operations (67,801) (2,047) (69,848) Total other income 75 — 75 Loss from continuing operations before income taxes (67,726) (2,047) (69,773) Income taxes (benefit) 1,272 (487) 785 Net loss from continuing operations $ (68,998) $ (1,560) $ (70,558) Condensed Consolidated Statement of Comprehensive Income Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Net earnings $ 17,608 $ (1,560) $ 16,048 Other comprehensive loss: Change in foreign currency translation adjustment (575) — (575) Comprehensive income $ 17,033 $ (1,560) $ 15,473 Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies As reported for the six months ended September 30, 2018 Adjustments Balances without adoption of Topic 606 Net earnings $ 17,608 $ (1,560) $ 16,048 Earnings from discontinued operations (86,606) — (86,606) Adjustments for: Deferred income taxes 12,444 (487) 11,957 Others 53,111 — 53,111 Changes in: Accounts receivable, net (2,649) — (2,649) Deferred commissions (2,047) 2,047 — Other assets (12,480) — (12,480) Accounts payable and other liabilities (7,276) — (7,276) Deferred revenue (1,515) — (1,515) Net cash from operating activities (29,410) — (29,410) Net cash from investing activities (5,857) — (5,857) Net cash from financing activities (55,862) — (55,862) Net cash from discontinued operations 39,642 — 39,642 Effect of exchange rate changes on cash (1,484) — (1,484) Net change in cash and cash equivalents (52,971) — (52,971) Cash and cash equivalents at beginning of period 140,018 — 140,018 Cash and cash equivalents at end of period $ 87,047 $ — $ 87,047 |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands). For the six months ended September 30, Primary Geographical Markets 2018 2017 United States $ 116,195 $ 91,271 Europe 8,710 7,830 APAC 2,378 1,669 $ 127,283 $ 100,770 Major Offerings/Services Subscription 106,190 79,369 Marketplace and Other 21,093 21,401 $ 127,283 $ 100,770 |
EARNINGS (LOSS) PER SHARE AND_2
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
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 three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Basic earnings (loss) per share: Net loss from continuing operations $ (41,180) $ (26,001) $ (68,998) $ (53,080) Earnings from discontinued operations, net of tax 61,803 22,665 86,606 48,444 Net earnings (loss) $ 20,623 $ (3,336) $ 17,608 $ (4,636) Basic weighted-average shares outstanding 77,448 79,235 77,192 78,954 Continuing operations $ (0.53) $ (0.33) $ (0.89) $ (0.67) Discontinued operations 0.80 0.29 1.12 0.61 Basic earnings (loss) per share $ 0.27 $ (0.04) $ 0.23 $ (0.06) Diluted earnings (loss) per share: Basic weighted-average shares outstanding 77,448 79,235 77,192 78,954 Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — — — Diluted weighted-average shares outstanding 77,448 79,235 77,192 78,954 Continuing operations $ (0.53) $ (0.33) $ (0.89) $ (0.67) Discontinued operations 0.80 0.29 1.12 0.61 Diluted earnings (loss) per share $ 0.27 $ (0.04) $ 0.23 $ (0.06) |
Schedule of anti-dilutive options, warrants and restricted stock units excluded from computation of earnings (loss) per share | Additional options, warrants to purchase shares of common stock, and restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted loss per share because the effect was anti-dilutive are shown below (shares in thousands): For the three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Number of shares outstanding under options, warrants and restricted stock units plans 29 1,308 69 324 Range of exercise prices for options N/A $32.85 N/A $32.85 |
DISPOSITION (Tables)
DISPOSITION (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following is a reconciliation of the major classes of line items constituting earnings from discontinued operations, net of tax (dollars in thousands): For the three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Revenues $ 167,696 $ 171,227 $ 332,185 $ 336,984 Cost of revenue 95,218 91,063 188,835 180,962 Gross profit 72,478 80,164 143,350 156,022 Operating expenses: Research and development 7,352 8,414 14,918 17,137 Sales and marketing 21,106 24,137 42,633 48,486 General and administrative 27,789 8,200 44,383 16,969 Gains, losses and other items, net 1,369 827 2,653 732 Total operating expenses 57,616 41,578 104,587 83,324 Income from discontinued operations 14,862 38,586 38,763 72,698 Interest expense (2,864) (2,524) (5,702) (4,866) Other, net (145) (71) 23 (163) Earnings from discontinued operations before income taxes 11,853 35,991 33,084 67,669 Income taxes (benefit) (49,950) 13,326 (53,522) 19,225 Earnings from discontinued operations, net of tax $ 61,803 $ 22,665 $ 86,606 $ 48,444 Substantially all of the interest expense was allocated to discontinued operations. Included in income tax benefit from discontinued operations for the three and six months ended September 30, 2018 is approximately $45.6 million related to the recognition of deferred tax assets for net basis differences of AMS business subsidiaries. The carrying amounts of the major classes of assets and liabilities of AMS are segregated and included in assets and liabilities held for sale in the condensed consolidated balance sheets. The following is a reconciliation of the assets and liabilities held for sale (dollars in thousands): September 30, 2018 March 31, 2018 (Unaudited) (Unaudited) Cash and cash equivalents $ 6,731 $ 2,261 Trade accounts receivable, net 122,507 115,141 Refundable income taxes 30 — Other current assets 23,920 20,972 Property and equipment, net 116,338 124,193 Software, net 21,093 21,014 Goodwill 390,649 392,356 Purchased software licenses, net 6,594 7,502 Deferred income taxes 1,538 1,522 Deferred commissions, net 11,929 — Other assets, net 1,675 3,815 Assets held for sale $ 703,004 $ 688,776 Trade accounts payable 30,755 27,929 Accrued payroll and related expenses 21,893 28,725 Other accrued expenses 18,446 16,241 Deferred revenue 23,486 27,214 Income taxes payable — 244 Other liabilities 2,583 3,707 Liabilities held for sale $ 97,163 $ 104,060 |
SHARE-BASED COMPENSATION_ (Tabl
SHARE-BASED COMPENSATION: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of option activity | Stock option activity for the six months ended September 30, 2018 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, 2018 2,456,184 $ 13.30 Exercised (273,009) $ 9.59 $ 7,144 Forfeited or canceled (18,646) $ 19.07 Outstanding at September 30, 2018 2,164,529 $ 13.72 4.9 $ 75,248 Exercisable at September 30, 2018 1,951,500 $ 14.43 4.7 $ 66,462 |
Summary of stock options outstanding and exercisable | A summary of stock options outstanding and exercisable as of September 30, 2018 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 $ 0.61 — $ 9.99 478,039 5.4 years $ 1.37 341,363 $ 1.35 $ 10.00 — $ 19.99 1,043,507 4.1 years $ 14.62 967,154 $ 14.39 $ 20.00 — $ 24.99 636,293 5.9 years $ 21.31 636,293 $ 21.31 $ 25.00 — $ 32.85 6,690 5.1 years $ 32.85 6,690 $ 32.85 2,164,529 4.9 years $ 13.72 1,951,500 $ 14.43 |
Schedule of performance stock option unit activity | Performance stock option unit activity for the six months ended September 30, 2018 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, 2018 322,823 $ 21.42 Forfeited or canceled (186,090) $ 21.41 Outstanding at September 30, 2018 136,733 $ 21.44 1.6 $ 3,698 Exercisable at September 30, 2018 — $ — — $ — |
Schedule of time-vesting restricted stock unit activity | Time-vesting restricted stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 2,702,497 $ 24.60 2.34 Granted 1,383,409 $ 29.15 Vested (745,573) $ 23.94 Forfeited or canceled (200,222) $ 25.18 Outstanding at September 30, 2018 3,140,111 $ 26.73 2.71 |
Schedule of non-vested performance-based restricted stock units activity | Non-vested performance-based restricted stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 561,018 $ 25.58 1.67 Granted 186,539 $ 31.07 Forfeited or canceled (110,536) $ 25.08 Outstanding at September 30, 2018 637,021 $ 27.28 1.56 |
Schedule of other performance unit activity | Other performance-based stock unit activity for the six months ended September 30, 2018 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2018 111,111 $ 5.33 - Vested (45,364) $ 5.33 Forfeited or canceled (65,747) $ 5.33 Outstanding at September 30, 2018 — $ — - |
OTHER CURRENT AND NONCURRENT _2
OTHER CURRENT AND NONCURRENT ASSETS: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of components of other current assets | Other current assets consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Prepaid expenses and other $ 7,973 $ 6,622 Assets of non-qualified retirement plan 15,223 13,551 Other current assets $ 23,196 $ 20,173 |
Schedule of components of other noncurrent assets | Other noncurrent assets consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Acquired intangible assets, net $ 28,969 $ 33,922 Other miscellaneous noncurrent assets 7,512 3,932 Other assets, net $ 36,481 $ 37,854 |
OTHER ACCRUED EXPENSES_ (Tables
OTHER ACCRUED EXPENSES: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Other Accrued Expenses [Abstract]. | |
Schedule of other accrued expenses | Other accrued expenses consist of the following (dollars in thousands): September 30, 2018 March 31, 2018 Liabilities of non-qualified retirement plan 15,223 13,551 Other miscellaneous accrued expenses 29,211 26,073 Other accrued expenses $ 44,434 $ 39,624 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by operating segment and activity and by component included in each segment | Goodwill for the six months ended September 30, 2018 (dollars in thousands) was as follows: Total Balance at March 31, 2018 $ 203,639 Reallocation from AMS 1,377 Change in foreign currency translation adjustment (147) Balance at September 30, 2018 $ 204,869 Goodwill by geography as of September 30, 2018 was: Total U.S. $ 201,449 APAC 3,420 Balance at September 30, 2018 $ 204,869 |
Schedule of amortization activity of intangible assets | The following table shows the amortization activity of intangible assets (dollars in thousands): September 30, 2018 March 31, 2018 Developed technology, gross (Software) $ 54,000 $ 54,000 Accumulated amortization (48,054) (43,383) Net developed technology $ 5,946 $ 10,617 Customer relationship/Trade name, gross (Other assets, net) $ 35,800 $ 35,800 Accumulated amortization (23,359) (20,400) Net customer/trade name $ 12,441 $ 15,400 Publisher relationship, gross (Other assets, net) $ 23,800 $ 23,800 Accumulated amortization (7,272) (5,289) Net publisher relationship $ 16,528 $ 18,511 Total intangible assets, gross $ 113,600 $ 113,600 Total accumulated amortization (78,685) (69,072) Total intangible assets, net $ 34,915 $ 44,528 |
Schedule of estimated future amortization expenses related to purchases and other intangible assets | All other periods represent fiscal years ending March 31 (dollars in thousands): Fiscal Year: 2019 $ 6,356 2020 11,950 2021 8,025 2022 5,150 2023 3,434 $ 34,915 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment is summarized as follows (dollars in thousands): September 30, 2018 March 31, 2018 Leasehold improvements 16,525 15,635 Data processing equipment 35,230 39,938 Office furniture and other equipment 6,696 6,780 58,451 62,353 Less accumulated depreciation and amortization 29,966 30,013 $ 28,485 $ 32,340 |
LONG-TERM DEBT_ (Tables)
LONG-TERM DEBT: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of components of long-term debt | Long-term debt consists of the following (dollars in thousands): September 30, 2018 March 31,2018 Revolving credit borrowings $ 230,000 $ 230,000 Other debt — 3,293 Total long-term debt 230,000 233,293 Less current installments — 1,583 Less deferred debt financing costs 3,693 3,873 Long-term debt, excluding current installments and deferred debt financing costs $ 226,307 $ 227,837 |
RESTRUCTURING, IMPAIRMENT AND_2
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring activity | The following table summarizes the restructuring activity for the six months ended September 30, 2018 (dollars in thousands): Associate-related Lease Total March 31, 2018 $ 541 $ 5,288 $ 5,829 Restructuring charges and adjustments 848 (357) 491 Payments (684) (469) (1,153) September 30, 2018 $ 705 $ 4,462 $ 5,167 |
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 three months ended For the six months ended September 30, September 30, 2018 2017 2018 2017 Restructuring plan charges and adjustments $ 489 $ 2,834 $ 491 $ 2,831 Other — (1) — (1) $ 489 $ 2,833 $ 491 $ 2,830 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS: (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | The following table presents the balances of assets measured at fair value as of September 30, 2018 (dollars in thousands): Level 1 Level 2 Level 3 Total Assets: Other current assets $ 15,223 $ — $ — $ 15,223 Total assets $ 15,223 $ — $ — $ 15,223 |
TOPIC 606 ADOPTION IMPACT AND_3
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: Narrative (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2018 | Apr. 01, 2018 | Mar. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Retained earnings | $ 658,666,000 | $ 628,331,000 | |
Capitalized contract cost, unamortized | 8,500,000 | ||
Capitalized contract cost, net | 2,000,000 | ||
Contract with customer, asset, credit loss expense | 0 | ||
ASC 606 Adjustments | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Retained earnings | $ (6,209,000) | $ 12,700,000 |
TOPIC 606 ADOPTION IMPACT AND_4
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: Impact of changes in accounting policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Apr. 01, 2018 | Mar. 31, 2018 | |
ASSETS | ||||||
Deferred commissions, net | $ 8,490 | $ 8,490 | $ 0 | |||
Others | 1,179,302 | 1,179,302 | ||||
TOTAL ASSETS | 1,187,792 | 1,187,792 | 1,209,497 | |||
Liabilities | ||||||
Deferred income taxes | 15,952 | 15,952 | 40,243 | |||
Other liabilities | 411,162 | 411,162 | ||||
Total liabilities | 427,114 | 427,114 | ||||
Equity | ||||||
Retained earnings | 658,666 | 658,666 | 628,331 | |||
Other equity | 102,012 | 102,012 | ||||
Total equity | 760,678 | 760,678 | 749,095 | |||
TOTAL LIABILITIES AND EQUITY | 1,187,792 | 1,187,792 | $ 1,209,497 | |||
Income Statement [Abstract] | ||||||
Revenues | 64,812 | $ 54,013 | 127,283 | $ 100,770 | ||
Cost of revenue | 24,466 | 24,009 | 48,120 | 48,070 | ||
Gross profit | 40,346 | 30,004 | 79,163 | 52,700 | ||
Operating expenses: | ||||||
Sales and marketing | 35,940 | 25,981 | 69,263 | 50,072 | ||
Other operating expenses | 77,701 | |||||
Total operating expenses | 78,545 | 68,137 | 146,964 | 130,652 | ||
Loss from operations | (38,199) | (38,133) | (67,801) | (77,952) | ||
Total other income (expense) | (281) | 263 | 75 | (317) | ||
Loss from continuing operations before income taxes | (38,480) | (37,870) | (67,726) | (78,269) | ||
Income taxes (benefit) | 2,700 | (11,869) | 1,272 | (25,189) | ||
Net loss from continuing operations | (41,180) | (26,001) | (68,998) | (53,080) | ||
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | 20,623 | (3,336) | 17,608 | (4,636) | ||
Other comprehensive income (loss): | ||||||
Change in foreign currency translation adjustment | 1,293 | 759 | (575) | 1,411 | ||
Comprehensive loss | 21,916 | (2,577) | 17,033 | (3,225) | ||
Cash flows from operating activities: | ||||||
Earnings (loss) from discontinued operations, net of tax | (61,803) | (22,665) | (86,606) | (48,444) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Deferred income taxes | 12,444 | (2,632) | ||||
Others | 53,111 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | (2,649) | (4,675) | ||||
Deferred costs and other assets, net | (2,047) | 0 | ||||
Other assets | (12,480) | (1,136) | ||||
Accounts payable and other liabilities | (7,276) | (3,804) | ||||
Deferred Revenue | (1,515) | (1,228) | ||||
Net cash provided by operating activities | (29,410) | (18,851) | ||||
Net cash from investing activities | (5,857) | 100 | ||||
Net cash from financing activities | (55,862) | (16,232) | ||||
Net cash provided by discontinued operations | 39,642 | 34,046 | ||||
Effect of exchange rate changes on cash | (1,484) | 609 | ||||
Net change in cash and cash equivalents | (52,971) | (328) | ||||
Cash and cash equivalents at beginning of period | 140,018 | 168,680 | ||||
Cash and cash equivalents at end of period | 87,047 | $ 168,352 | 87,047 | $ 168,352 | ||
ASC 606 Adjustments | Accounting Standards Update 2014-09 | ||||||
ASSETS | ||||||
Deferred commissions, net | (8,490) | (8,490) | ||||
Others | 0 | 0 | ||||
TOTAL ASSETS | (8,490) | (8,490) | ||||
Liabilities | ||||||
Deferred income taxes | (2,281) | (2,281) | ||||
Other liabilities | 0 | 0 | ||||
Total liabilities | (2,281) | (2,281) | ||||
Equity | ||||||
Retained earnings | (6,209) | (6,209) | $ 12,700 | |||
Other equity | 0 | 0 | ||||
Total equity | (6,209) | (6,209) | ||||
TOTAL LIABILITIES AND EQUITY | (8,490) | (8,490) | ||||
Income Statement [Abstract] | ||||||
Revenues | 0 | |||||
Cost of revenue | 0 | |||||
Gross profit | 0 | |||||
Operating expenses: | ||||||
Sales and marketing | 2,047 | |||||
Other operating expenses | 0 | |||||
Total operating expenses | 2,047 | |||||
Loss from operations | (2,047) | |||||
Total other income (expense) | 0 | |||||
Loss from continuing operations before income taxes | (2,047) | |||||
Income taxes (benefit) | (487) | |||||
Net loss from continuing operations | (1,560) | |||||
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | (1,560) | |||||
Other comprehensive income (loss): | ||||||
Change in foreign currency translation adjustment | 0 | |||||
Comprehensive loss | (1,560) | |||||
Cash flows from operating activities: | ||||||
Earnings (loss) from discontinued operations, net of tax | 0 | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Deferred income taxes | (487) | |||||
Others | 0 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | 0 | |||||
Deferred costs and other assets, net | 2,047 | |||||
Other assets | 0 | |||||
Accounts payable and other liabilities | 0 | |||||
Deferred Revenue | 0 | |||||
Net cash provided by operating activities | 0 | |||||
Net cash from investing activities | 0 | |||||
Net cash from financing activities | 0 | |||||
Net cash provided by discontinued operations | 0 | |||||
Effect of exchange rate changes on cash | 0 | |||||
Net change in cash and cash equivalents | 0 | |||||
Cash and cash equivalents at beginning of period | 0 | |||||
Cash and cash equivalents at end of period | 0 | 0 | ||||
Before ASC topic 606 | ||||||
ASSETS | ||||||
Deferred commissions, net | 0 | 0 | ||||
Others | 1,179,302 | 1,179,302 | ||||
TOTAL ASSETS | 1,179,302 | 1,179,302 | ||||
Liabilities | ||||||
Deferred income taxes | 13,671 | 13,671 | ||||
Other liabilities | 411,162 | 411,162 | ||||
Total liabilities | 424,833 | 424,833 | ||||
Equity | ||||||
Retained earnings | 652,457 | 652,457 | ||||
Other equity | 102,012 | 102,012 | ||||
Total equity | 754,469 | 754,469 | ||||
TOTAL LIABILITIES AND EQUITY | 1,179,302 | 1,179,302 | ||||
Income Statement [Abstract] | ||||||
Revenues | 127,283 | |||||
Cost of revenue | 48,120 | |||||
Gross profit | 79,163 | |||||
Operating expenses: | ||||||
Sales and marketing | 71,310 | |||||
Other operating expenses | 77,701 | |||||
Total operating expenses | 149,011 | |||||
Loss from operations | (69,848) | |||||
Total other income (expense) | 75 | |||||
Loss from continuing operations before income taxes | (69,773) | |||||
Income taxes (benefit) | 785 | |||||
Net loss from continuing operations | (70,558) | |||||
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | 16,048 | |||||
Other comprehensive income (loss): | ||||||
Change in foreign currency translation adjustment | (575) | |||||
Comprehensive loss | 15,473 | |||||
Cash flows from operating activities: | ||||||
Earnings (loss) from discontinued operations, net of tax | (86,606) | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Deferred income taxes | 11,957 | |||||
Others | 53,111 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | (2,649) | |||||
Deferred costs and other assets, net | 0 | |||||
Other assets | (12,480) | |||||
Accounts payable and other liabilities | (7,276) | |||||
Deferred Revenue | (1,515) | |||||
Net cash provided by operating activities | (29,410) | |||||
Net cash from investing activities | (5,857) | |||||
Net cash from financing activities | (55,862) | |||||
Net cash provided by discontinued operations | 39,642 | |||||
Effect of exchange rate changes on cash | (1,484) | |||||
Net change in cash and cash equivalents | (52,971) | |||||
Cash and cash equivalents at beginning of period | 140,018 | |||||
Cash and cash equivalents at end of period | $ 87,047 | $ 87,047 |
TOPIC 606 ADOPTION IMPACT AND_5
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 64,812 | $ 54,013 | $ 127,283 | $ 100,770 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 106,190 | 79,369 | ||
Marketplace and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,093 | 21,401 | ||
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 116,195 | 91,271 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,710 | 7,830 | ||
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,378 | $ 1,669 |
TOPIC 606 ADOPTION IMPACT AND_6
TOPIC 606 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS: Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions | 6 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation | $ 168 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-10 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years 6 months |
EARNINGS (LOSS) PER SHARE AND_3
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY Reconciliation of basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY [Abstract] | ||||
Net earnings (loss) from continuing operations | $ (41,180) | $ (26,001) | $ (68,998) | $ (53,080) |
Earnings (loss) from discontinued operations, net of tax | 61,803 | 22,665 | 86,606 | 48,444 |
Net earnings (loss) | $ 20,623 | $ (3,336) | $ 17,608 | $ (4,636) |
Basic loss per share: | ||||
Basic weighted-average shares outstanding (in shares) | 77,448 | 79,235 | 77,192 | 78,954 |
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ (0.53) | $ (0.33) | $ (0.89) | $ (0.67) |
Basic earnings (loss) per share from discontinued operations (in dollars per share) | 0.80 | 0.29 | 1.12 | 0.61 |
Basic earnings (loss) per share (in USD per share) | $ 0.27 | $ (0.04) | $ 0.23 | $ (0.06) |
Diluted earnings (loss) per share: | ||||
Basic weighted-average shares outstanding (in shares) | 77,448 | 79,235 | 77,192 | 78,954 |
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding | 77,448 | 79,235 | 77,192 | 78,954 |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ (0.53) | $ (0.33) | $ (0.89) | $ (0.67) |
Diluted earnings (loss) per share from discontinued operations (in dollars per share) | 0.80 | 0.29 | 1.12 | 0.61 |
Diluted earnings (loss), net per share (in USD per share) | $ 0.27 | $ (0.04) | $ 0.23 | $ (0.06) |
EARNINGS (LOSS) PER SHARE AND_4
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY Narrative (Details) - USD ($) shares in Thousands | Oct. 25, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 29 | 1,308 | 69 | 324 | ||
Repurchase of stock (in shares) | 1,900 | 1,900 | ||||
Acquisition of treasury stock | $ 45,766,000 | $ 19,776,000 | ||||
Treasury stock, at cost | $ 1,199,630,000 | 1,199,630,000 | $ 1,139,291,000 | |||
Accumulated other comprehensive income | 10,192,000 | 10,192,000 | $ 10,767,000 | |||
Common Stock Repurchase Program | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Repurchase of stock (in shares) | 22,000 | 22,000 | ||||
Treasury stock, at cost | $ 420,400,000 | $ 420,400,000 | ||||
Stock repurchase program, remaining amount | $ 579,600,000 | $ 579,600,000 | ||||
Stock Options And Warrants And Restricted Stock Units [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,600 | 2,500 | 3,600 | 2,500 | ||
Subsequent Event | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 500,000,000 | |||||
Subsequent Event | Dutch Auction Tender Offer | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 500,000,000 | |||||
Repurchase of common stock, percentage | 2.00% |
EARNINGS (LOSS) PER SHARE AND_5
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY Anti-dilutive shares (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS' EQUITY [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 29 | 1,308 | 69 | 324 |
Range of exercise prices for options (in dollars per share) | $ 32.85 | $ 32.85 |
DISPOSITION (Details)
DISPOSITION (Details) - Acxiom Marketing Solutions - Discontinued Operations, Disposed of by Sale [Member] - USD ($) $ in Millions | Oct. 01, 2018 | Jul. 02, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash proceeds from disposal of operations | $ 2,300 | |
Subsequent Event | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from divestiture of businesses | $ 2,300 | |
Closing adjustments and transaction costs | 38.5 | |
Repayments of debt | $ 230.5 |
DISPOSITION_ Reconciliation of
DISPOSITION: Reconciliation of the major classes of line items constituting earnings from discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Earnings from discontinued operations, net of tax | $ 61,803 | $ 22,665 | $ 86,606 | $ 48,444 |
Acxiom Marketing Solutions | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 167,696 | 171,227 | 332,185 | 336,984 |
Costs of revenues | 95,218 | 91,063 | 188,835 | 180,962 |
Gross profit | 72,478 | 80,164 | 143,350 | 156,022 |
Research and development | 7,352 | 8,414 | 14,918 | 17,137 |
Sales and marketing | 21,106 | 24,137 | 42,633 | 48,486 |
General and administrative | 27,789 | 8,200 | 44,383 | 16,969 |
Gains, losses and other items, net | 1,369 | 827 | 2,653 | 732 |
Total operating expense | 57,616 | 41,578 | 104,587 | 83,324 |
Income from discontinued operations | 14,862 | 38,586 | 38,763 | 72,698 |
Interest expense | (2,864) | (2,524) | (5,702) | (4,866) |
Other, net | (145) | (71) | 23 | (163) |
Earnings from discontinued operations before income taxes | 11,853 | 35,991 | 33,084 | 67,669 |
Income taxes | (49,950) | 13,326 | (53,522) | 19,225 |
Earnings from discontinued operations, net of tax | $ 61,803 | $ 22,665 | $ 86,606 | $ 48,444 |
DISPOSITION_ The carrying amoun
DISPOSITION: The carrying amounts of the major classes of assets and liabilities of AMS (Details) - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Cash and cash equivalents | $ 6,731 | $ 2,261 |
Trade accounts receivables, net | 122,507 | 115,141 |
Refundable income taxes | 30 | 0 |
Other current assets | 23,920 | 20,972 |
Property and equipment, net | 116,338 | 124,193 |
Software, net | 21,093 | 21,014 |
Goodwill | 390,649 | 392,356 |
Purchased software licenses, net | 6,594 | 7,502 |
Deferred income taxes | 1,538 | 1,522 |
Deferred commissions, net | 11,929 | 0 |
Other assets, net | 1,675 | 3,815 |
Assets held for sale | 703,004 | 688,776 |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | ||
Trade accounts payable | 30,755 | 27,929 |
Accrued payroll and related expenses | 21,893 | 28,725 |
Other accrued expenses | 18,446 | 16,241 |
Deferred revenue | 23,486 | 27,214 |
Income taxes payable | 0 | 244 |
Other liabilities | 2,583 | 3,707 |
Liabilities held for sale | $ 97,163 | $ 104,060 |
SHARE-BASED COMPENSATION_ (Deta
SHARE-BASED COMPENSATION: (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Stock Option Activity - Number of Shares | ||
Outstanding at beginning of the period (in shares) | 2,456,184 | |
Exercised (in shares) | (273,009) | |
Forfeited or cancelled (in shares) | (18,646) | |
Outstanding at end of the period (in shares) | 2,164,529 | |
Exercisable at the end of the period (in shares) | 1,951,500 | |
Weighted-average exercise price per share | ||
Outstanding at the beginning of the period (in dollars per share) | $ 13.30 | |
Exercised (in dollars per share) | 9.59 | |
Forfeited or cancelled (in dollars per share) | 19.07 | |
Outstanding at the end of the period (in dollars per share) | 13.72 | |
Exercisable at the end of the period (in dollars per share) | $ 14.43 | |
Weighted-average remaining contractual term | ||
Weighted average remaining contractual term | 4 years 10 months 24 days | |
Exercisable at the end of the period | 4 years 8 months 12 days | |
Aggregate intrinsic value | ||
Exercised | $ 7,144 | |
Outstanding at the end of the period | 75,248 | |
Exercisable at the end of the period | $ 66,462 | |
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) | 42,300,000 | 37,300,000 |
Shares which remained available for future grants (in shares) | 13,000,000 | |
Amended and Restated 2005 Equity Compensation Plan | ||
Share-based compensation | ||
Shares which remained available for future grants (in shares) | 37,900,000 | 32,900,000 |
SHARE-BASED COMPENSATION_ Stock
SHARE-BASED COMPENSATION: Stock options outstanding and exercisable (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Stock options outstanding and exercisable by exercise price range | ||
Options outstanding (in shares) | 2,164,529 | |
Options outstanding - Weighted-average remaining contractual life | 4 years 10 months 24 days | |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 13.72 | |
Options exercisable (in shares) | 1,951,500 | |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 14.43 | |
Range of exercise price per share from $0.61 to $9.99 | ||
Stock options outstanding and exercisable by exercise price range | ||
Exercise price per share, low end of range (in dollars per share) | 0.61 | |
Exercise price per share, high end of range (in dollars per share) | $ 9.99 | |
Options outstanding (in shares) | 478,039 | |
Options outstanding - Weighted-average remaining contractual life | 5 years 4 months 24 days | |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 1.37 | |
Options exercisable (in shares) | 341,363 | |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 1.35 | |
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) | 1,043,507 | |
Options outstanding - Weighted-average remaining contractual life | 4 years 1 month 6 days | |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 14.62 | |
Options exercisable (in shares) | 967,154 | |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 14.39 | |
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) | 636,293 | |
Options outstanding - Weighted-average remaining contractual life | 5 years 10 months 24 days | |
Options outstanding - Weighted-average exercise price per share (in dollars per share) | $ 21.31 | |
Options exercisable (in shares) | 636,293 | |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 21.31 | |
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) | 6,690 | |
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) | $ 32.85 | |
Options exercisable (in shares) | 6,690 | |
Options exercisable - Weighted-average exercise price per share (in dollars per share) | $ 32.85 | |
Stock options | ||
Stock options outstanding and exercisable by exercise price range | ||
Share-based compensation expense | $ 1.7 | $ 2.7 |
Share-based compensation not yet recognized | $ 4.3 | |
Period for recognition of unrecognized stock-based compensation expense | 3 years |
SHARE-BASED COMPENSATION_ Perfo
SHARE-BASED COMPENSATION: Performance Stock Option Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercised (in dollars per share) | $ 9.59 | |||
Number of shares | ||||
Outstanding at beginning of the period (in shares) | 2,456,184 | |||
Forfeited or cancelled (in shares) | (18,646) | |||
Outstanding at end of the period (in shares) | 2,456,184 | 2,164,529 | 2,456,184 | |
Exercisable at the end of the period (in shares) | 1,951,500 | |||
Weighted-average exercise price per share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 13.30 | |||
Forfeited or cancelled (in dollars per share) | 19.07 | |||
Outstanding at the end of the period (in dollars per share) | $ 13.30 | 13.72 | $ 13.30 | |
Exercisable at the end of the period (in dollars per share) | $ 14.43 | |||
Weighted-average remaining contractual term | ||||
Weighted average remaining contractual term | 4 years 10 months 24 days | |||
Exercisable at the end of the period | 4 years 8 months 12 days | |||
Aggregate intrinsic value | ||||
Outstanding at the end of the period | $ 75,248 | |||
Exercisable at the end of the period | 66,462 | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 17,500 | $ 14,900 | ||
Performance stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Future expense for performance stock option units | $ 800 | |||
Period for recognition of unrecognized stock-based compensation expense | 3 years | |||
Number of shares | ||||
Outstanding at beginning of the period (in shares) | 322,823 | |||
Forfeited or cancelled (in shares) | (186,090) | |||
Outstanding at end of the period (in shares) | 322,823 | 136,733 | 322,823 | |
Exercisable at the end of the period (in shares) | 0 | |||
Weighted-average exercise price per share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 21.42 | |||
Forfeited or cancelled (in dollars per share) | 21.41 | |||
Outstanding at the end of the period (in dollars per share) | $ 21.42 | 21.44 | $ 21.42 | |
Exercisable at the end of the period (in dollars per share) | $ 0 | |||
Weighted-average remaining contractual term | ||||
Weighted average remaining contractual term | 1 year 7 months 6 days | |||
Exercisable at the end of the period | 0 years | |||
Aggregate intrinsic value | ||||
Outstanding at the end of the period | $ 3,698 | |||
Exercisable at the end of the period | $ 0 | |||
Performance stock | Shares Vesting Based On Relevant Performance Period At March 31 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of units reached maturity | 161,412 | |||
Vesting percentage | 0.00% |
SHARE-BASED COMPENSATION_ Non v
SHARE-BASED COMPENSATION: Non vested time vesting restricted stock unit activity (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Restricted Stock Unit Activity - Other disclosures | |||
Share-based compensation expense | $ 17.5 | $ 14.9 | |
Time Based Vesting | |||
Non-vested restricted stock unit activity | |||
Outstanding at the beginning of the period (in shares) | 2,702,497 | ||
Granted (in shares) | 1,383,409 | ||
Vested (in shares) | (745,573) | ||
Forfeited or cancelled (in shares) | (200,222) | ||
Outstanding at the end of the period (in shares) | 3,140,111 | 2,702,497 | |
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) | $ 24.60 | ||
Granted (in dollars per share) | 29.15 | ||
Vested (in dollars per share) | 23.94 | ||
Forfeited or cancelled (in dollars per share) | 25.18 | ||
Outstanding at the end of the period (in dollars per share) | $ 26.73 | $ 24.60 | |
Weighted-average remaining contractual term | |||
Weighted average remaining contractual term (in years) | 2 years 8 months 15 days | 2 years 4 months 2 days | |
Restricted Stock Unit Activity - Other disclosures | |||
Aggregate fair value of restricted stock units granted | $ 40.3 | ||
Performance stock | |||
Non-vested restricted stock unit activity | |||
Outstanding at the beginning of the period (in shares) | 561,018 | ||
Granted (in shares) | 186,539 | ||
Forfeited or cancelled (in shares) | (110,536) | ||
Outstanding at the end of the period (in shares) | 637,021 | 561,018 | |
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) | $ 25.58 | ||
Granted (in dollars per share) | 31.07 | ||
Forfeited or cancelled (in dollars per share) | 25.08 | ||
Outstanding at the end of the period (in dollars per share) | $ 27.28 | $ 25.58 | |
Weighted-average remaining contractual term | |||
Weighted average remaining contractual term (in years) | 1 year 6 months 21 days | 1 year 8 months 1 day | |
Restricted Stock Unit Activity - Other disclosures | |||
Aggregate fair value of restricted stock units granted | $ 5.8 | ||
Performance Shares Vesting Total Shareholder Return | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 186,539 | ||
Share-based Compensation Award, Tranche One | |||
Restricted Stock Unit Activity - Other disclosures | |||
Future share-based compensation expense expected | $ 20.5 | ||
Share-based Compensation Award, Tranche Two | |||
Restricted Stock Unit Activity - Other disclosures | |||
Future share-based compensation expense expected | 29.2 | ||
Share-based Compensation Award, Tranche Three | |||
Restricted Stock Unit Activity - Other disclosures | |||
Future share-based compensation expense expected | 19.8 | ||
Share-based Compensation Award, Tranche Four | |||
Restricted Stock Unit Activity - Other disclosures | |||
Future share-based compensation expense expected | 10.5 | ||
Share-based Compensation Award, Tranche Five | |||
Restricted Stock Unit Activity - Other disclosures | |||
Future share-based compensation expense expected | $ 1.4 | ||
Vesting in four years | |||
Share-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 197,115 | ||
Partial cliff vest tranche one | |||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 1,172,263 | ||
Partial cliff vesting tranche two | |||
Share-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Vesting in one year | |||
Share-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Non-vested restricted stock unit activity | |||
Granted (in shares) | 14,031 | ||
Minimum | Performance Shares Vesting Total Shareholder Return | |||
Restricted Stock Unit Activity - Other disclosures | |||
Vesting percentage | 25.00% | ||
Maximum | Performance Shares Vesting Total Shareholder Return | |||
Restricted Stock Unit Activity - Other disclosures | |||
Vesting percentage | 200.00% |
SHARE-BASED COMPENSATION_ Other
SHARE-BASED COMPENSATION: Other (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Share-based compensation | |||
Payments related to tax withholding for share-based compensation | $ 14,600 | ||
Shares paid for tax withholding for share based compensation | 496,055 | ||
Percentage of Increment | 0.0333% | ||
Share-based Activity - Other disclosures | |||
Holdback expenses | $ 28,100 | ||
Non-cash stock compensation expense | 35,465 | $ 25,666 | |
Other accrued expenses | $ 44,434 | $ 39,624 | |
Other performance based | |||
Share-based compensation activity | |||
Outstanding at the beginning of the period (in shares) | 111,111 | ||
Vested (in shares) | (45,364) | ||
Forfeited or cancelled (in shares) | (65,747) | ||
Outstanding at the end of the period (in shares) | 0 | 111,111 | |
Share-based compensation, Weighted average fair value per share at grant date | |||
Outstanding at the beginning of the period (in dollars per share) | $ 5.33 | ||
Vested (in dollars per share) | 5.33 | ||
Forfeited or cancelled (in dollars per share) | 5.33 | ||
Outstanding at the end of the period (in dollars per share) | $ 0 | $ 5.33 | |
Weighted-average remaining contractual term | |||
Weighted average remaining contractual term (in years) | 0 years | 0 years | |
Arbor Holdback Agreement | |||
Share-based Activity - Other disclosures | |||
Period for recognition of unrecognized stock-based compensation expense | 2 years | ||
Holdback expenses | $ 7,700 | 7,700 | |
Future expense expected | 10,200 | ||
Arbor | |||
Share-based Activity - Other disclosures | |||
Holdback consideration transferred | 38,300 | ||
Pacific Data Partners LLC | |||
Share-based compensation | |||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 9,800 | ||
Share-based Activity - Other disclosures | |||
Non-cash stock compensation expense | 7,900 | ||
Other accrued expenses | $ 8,900 | ||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
2,019 | 7,900 | ||
2,020 | 15,800 | ||
2,021 | 15,800 | ||
2,022 | $ 15,700 | ||
Shares Vesting Based On Relevant Performance Period At March 31 2018 | Other performance based | |||
Share-based compensation | |||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, percentage reduction in vested shares | 59.00% | ||
Share-based compensation activity | |||
Outstanding at the end of the period (in shares) | 111,111 | ||
Discontinued Operations | |||
Share-based Activity - Other disclosures | |||
Share-based compensation expense | $ 5,700 | $ 5,200 |
OTHER CURRENT AND NONCURRENT _3
OTHER CURRENT AND NONCURRENT ASSETS: (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Other current assets | ||
Prepaid expenses and other | $ 7,973 | $ 6,622 |
Assets of non-qualified retirement plan | 15,223 | 13,551 |
Other current assets | 23,196 | 20,173 |
Other noncurrent assets | ||
Acquired intangible assets, net | 28,969 | 33,922 |
Other miscellaneous noncurrent assets | 7,512 | 3,932 |
Other assets, net | $ 36,481 | $ 37,854 |
OTHER ACCRUED EXPENSES_ (Detail
OTHER ACCRUED EXPENSES: (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Other Accrued Expenses [Abstract]. | ||
Liabilities of non-qualified retirement plan | $ 15,223 | $ 13,551 |
Other accrued expenses | 29,211 | 26,073 |
Other accrued expenses | $ 44,434 | $ 39,624 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS: (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill | |
Goodwill at the beginning of year | $ 203,639 |
Reallocation of segments | 1,377 |
Change in foreign currency translation adjustment | (147) |
Goodwill at the end of year | 204,869 |
U.S. | |
Goodwill | |
Goodwill at the end of year | 201,449 |
APAC | |
Goodwill | |
Goodwill at the end of year | $ 3,420 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS: - Amounts allocated to intangible assets from acquisitions (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 113,600 | $ 113,600 |
Accumulated amortization | (78,685) | (69,072) |
Total finite-lived intangible assets, net | 34,915 | 44,528 |
Developed technology, gross (Software) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 54,000 | 54,000 |
Accumulated amortization | (48,054) | (43,383) |
Total finite-lived intangible assets, net | 5,946 | 10,617 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 35,800 | 35,800 |
Accumulated amortization | (23,359) | (20,400) |
Total finite-lived intangible assets, net | 12,441 | 15,400 |
Publisher Relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 23,800 | 23,800 |
Accumulated amortization | (7,272) | (5,289) |
Total finite-lived intangible assets, net | $ 16,528 | $ 18,511 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 6 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS: - Estimated future amortization expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 9,600 | $ 12,200 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,019 | 6,356 | ||
2,020 | 11,950 | ||
2,021 | 8,025 | ||
2,022 | 5,150 | ||
2,023 | 3,434 | ||
Total finite-lived intangible assets, net | $ 34,915 | $ 44,528 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5,800 | $ 6,100 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 58,451 | $ 62,353 | |
Less accumulated depreciation and amortization | 29,966 | 30,013 | |
Property and equipment, net of accumulated depreciation and amortization | 28,485 | 32,340 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,525 | 15,635 | |
Data processing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 35,230 | 39,938 | |
Office furniture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 6,696 | $ 6,780 |
LONG-TERM DEBT_ Narrative (Deta
LONG-TERM DEBT: Narrative (Details) | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Term loans | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Long-term debt variable interest rate description | LIBOR | |
Term loans | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Long-term debt variable interest rate description | Alternative base rate | |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate on long-term debt (as a percent) | 5.75% | |
Revolving credit facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Long-term debt variable interest rate description | LIBOR | |
Revolving credit facility | Alternative Base Rate | ||
Debt Instrument [Line Items] | ||
Long-term debt variable interest rate description | Alternative base rate |
LONG-TERM DEBT_ (Details)
LONG-TERM DEBT: (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt and capital leases | $ 230,000 | $ 233,293 |
Less current installments | 0 | 1,583 |
Less deferred debt financing costs | 3,693 | 3,873 |
Long-term debt, excluding current installments and deferred debt financing costs | 226,307 | 227,837 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt and capital leases | 230,000 | 230,000 |
Other debt and long-term liabilities | ||
Debt Instrument [Line Items] | ||
Total long-term debt and capital leases | $ 0 | $ 3,293 |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS: (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Mar. 31, 2018 |
Valuation and Qualifying Accounts [Abstract] | ||
Allowances for doubtful accounts, returns and credits | $ 2.7 | $ 3.1 |
RESTRUCTURING, IMPAIRMENT AND_3
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: Summary of restructuring activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges and adjustments | $ 489 | $ 2,834 | $ 491 | $ 2,831 |
Continuing operations | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, at the beginning of the period | 5,829 | |||
Restructuring charges and adjustments | 491 | |||
Payments | (1,153) | |||
Restructuring Reserve, at the end of the period | 5,167 | 5,167 | ||
Continuing operations | Associate-related reserves | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, at the beginning of the period | 541 | |||
Restructuring charges and adjustments | 848 | |||
Payments | (684) | |||
Restructuring Reserve, at the end of the period | 705 | 705 | ||
Continuing operations | Lease accruals | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, at the beginning of the period | 5,288 | |||
Restructuring charges and adjustments | (357) | |||
Payments | (469) | |||
Restructuring Reserve, at the end of the period | $ 4,462 | $ 4,462 |
RESTRUCTURING, IMPAIRMENT AND_4
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | $ 489 | $ 2,834 | $ 491 | $ 2,831 | |||
Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 500 | $ 2,800 | $ 6,500 | ||||
Restructuring Activity2015 | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | $ 9,200 | ||||||
Employee Severance | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 200 | ||||||
Employee Severance | Restructuring Activity 2018 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 800 | ||||||
Restructuring reserve | 400 | 400 | |||||
Employee Severance | Restructuring Activity2015 | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 2,600 | ||||||
Termination Of Associates | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | $ 2,600 | 3,000 | |||||
Leased office facilities | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 1,500 | ||||||
Adjustments to estimates related to the fiscal 2015 lease accruals | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 1,500 | ||||||
Contract Termination | Restructuring Activity2015 | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 4,700 | ||||||
Leasehold Improvement Write Offs | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | $ 2,100 | ||||||
Leasehold Improvement Write Offs | Restructuring Activity2015 | Gains Losses And Other Items Net | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | 2,000 | ||||||
United States Australia China And Europe | Employee Severance | Restructuring Activity2015 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges and adjustments | $ 2,600 | ||||||
Restructuring reserve | $ 300 | $ 300 |
RESTRUCTURING, IMPAIRMENT AND_5
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: Gains, losses and other items (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring plan charges and adjustments | $ 489 | $ 2,834 | $ 491 | $ 2,831 |
Other | 0 | (1) | 0 | (1) |
Gains, losses and other items, net | $ 489 | $ 2,833 | $ 491 | $ 2,830 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: (Details) - Continuing operations - Operating lease and licensing agreements $ in Millions | 6 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments | |
Term of future commitment for lease payments under noncancellable operating leases (in years) | 7 years |
Contractual obligation | $ 52.8 |
INCOME TAXES_ (Details)
INCOME TAXES: (Details) $ in Millions | Sep. 30, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax assets, valuation allowance | $ 5.5 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS: (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 |
Fair value of assets and liabilities | ||
Assets of non-qualified retirement plan | $ 15,223 | $ 13,551 |
Other current assets | 23,196 | $ 20,173 |
Fair value measurements on recurring basis | Total | ||
Fair value of assets and liabilities | ||
Other current assets | 15,223 | |
Total assets | 15,223 | |
Fair value measurements on recurring basis | Total | Level 1 | ||
Fair value of assets and liabilities | ||
Assets of non-qualified retirement plan | 15,223 | |
Total assets | 15,223 | |
Fair value measurements on recurring basis | Total | Level 2 | ||
Fair value of assets and liabilities | ||
Other current assets | 0 | |
Total assets | 0 | |
Fair value measurements on recurring basis | Total | Level 3 | ||
Fair value of assets and liabilities | ||
Other current assets | 0 | |
Total assets | $ 0 |
Uncategorized Items - acxm-2018
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 12,727,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 12,727,000 |