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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended June 30, 1999.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 000-24799
-------------
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-2056410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2000 Pennsylvania Avenue, N.W.
Washington, DC 20006
(Address of principal executive offices) (Zip Code)
</TABLE>
(202) 777-5000
(Registrant's telephone number, including area code)
The Watergate
600 New Hampshire Avenue, N.W.
Washington, DC 20037
(Former name, former address and former fiscal year, if changed, since last
report.)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 6, 1999, The Corporate Executive Board Company had outstanding
13,188,960 shares of Common Stock, par value $0.01 per share.
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THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q
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<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets at June 30, 1999 and
December 31, 1998 3
Condensed Statements of Income for the Three
and Six Months Ended June 30, 1999 and 1998 4
Condensed Statements of Cash Flows for the Six
Months Ended June 30, 1999 and 1998 5
.
Notes to Condensed Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 9
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk. 15
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings. 16
ITEM 2. Changes in Securities. 16
ITEM 3. Defaults Upon Senior Securities and Use of Proceeds. 16
ITEM 4. Submission of Matters to a Vote of Security Holders. 16
ITEM 5. Other Information. 16
ITEM 6. Exhibits and Reports on Form 8-K. 16
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
-------------- ------------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,807 $12,232
Marketable securities 200 3,872
Receivables:
Membership fees receivable, net 10,980 17,165
Due from stockholder -- 6,500
Due from affiliate -- 350
Prepaid expenses and other current assets 516 383
Deferred income taxes, net 5,460 1,438
Deferred offering costs -- 1,251
Deferred incentive compensation 1,781 2,023
------- -------
Total current assets 25,744 45,214
------- -------
Marketable securities 13,581 --
Deferred income taxes, net 1,303 --
Property and equipment, net 6,489 3,714
------- -------
Total assets $47,117 $48,928
======= =======
Liabilities and Stockholders' deficit
Current liabilities:
Accounts payable and accrued liabilities $ 5,868 $ 5,159
Accrued incentive compensation 2,177 2,661
Due to affiliate 745 --
Stock option repurchase and special bonus plan liability 1,730 7,054
Deferred revenues 33,757 39,061
------- -------
Total current liabilities 44,277 53,935
------- -------
Long-term stock option repurchase liability 3,140 3,140
------- -------
Total liabilities 47,417 57,075
------- -------
Stockholders' deficit:
Preferred stock, par value $0.01; 5,000,000 shares
authorized, no shares issued and outstanding -- --
Common stock, par value $0.01; 100,000,000 shares
authorized and 13,188,960 and 12,504,400 shares
issued and outstanding as of June 30, 1999 and
December 31, 1998, respectively 132 125
Additional paid-in capital (5,301) 2,646
Deferred compensation (761) (953)
Unrealized losses on available-for-sale securities (310) --
Retained earnings (deficit) 5,940 (9,965)
------- -------
Total stockholders' deficit (300) (8,147)
------- -------
Total liabilities and stockholders' deficit $47,117 $48,928
======= =======
</TABLE>
See accompanying notes to condensed financial statements.
3
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THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Revenues $16,700 $12,909 $32,403 $24,507
Cost of services 6,748 6,238 13,501 11,656
------- ------- ------- -------
Gross profit 9,952 6,671 18,902 12,851
------- ------- ------- -------
Costs and expenses:
Member relations and marketing 3,778 2,989 7,181 5,587
General and administrative 2,126 1,461 4,141 2,567
Depreciation 263 160 480 337
Stock option restructuring and repurchase 96 359 191 768
------- ------- ------- -------
6,263 4,969 11,993 9,259
------- ------- ------- -------
Income from operations 3,689 1,702 6,909 3,592
Interest income 298 149 543 310
------- ------- ------- -------
Income before provision for income taxes 3,987 1,851 7,452 3,902
Provision for income taxes 1,655 170 252 374
------- ------- ------- -------
Net income $ 2,332 $ 1,681 $ 7,200 $ 3,528
======= ======= ======= =======
Earnings per share:
Basic $0.18 $0.13 $0.55 $0.28
======= ======= ======= =======
Diluted $0.15 $0.11 $0.46 $0.24
======= ======= ======= =======
Weighted average shares used in the calculation of
earnings per share:
Basic 13,189 12,504 12,989 12,504
Diluted 15,954 14,836 15,738 14,625
</TABLE>
See accompanying notes to condensed financial statements.
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THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
1999 1998
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,200 $ 3,528
Adjustments to reconcile net income to net cash
flows provided by operating activities:
Depreciation 480 337
Deferred income taxes (256) 198
Amortization of deferred compensation 191 312
Stock option restructuring and repurchase -- 456
Changes in operating assets and liabilities:
Membership fees receivable, net 6,185 9,630
Prepaid expenses and other current assets (133) (558)
Deferred incentive compensation 242 (188)
Deferred revenues (5,304) (5,251)
Accounts payable and accrued liabilities 1,143 490
Accrued incentive compensation (484) (545)
-------- --------
Net cash flows provided by operating
activities 9,264 8,409
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (3,012) (37)
Repayment of note receivable from stockholder 6,500 --
Purchases of marketable securities (10,436) (206)
-------- --------
Net cash used in investing activities (6,948) (243)
-------- --------
Cash flows from financing activities:
Change in payable to/due from affiliate 1,095 (1,297)
Distributions to stockholder (4,000) (6,820)
Proceeds from the exercise of common
stock options 637 --
Payment of offering costs (1,589) --
Stock option repurchases (3,884) (2,389)
-------- --------
Net cash used in financing activities (7,741) (10,506)
-------- --------
Net decrease in cash and cash equivalents (5,425) (2,340)
Cash and cash equivalents, beginning of period 12,232 8,963
-------- --------
Cash and cash equivalents, end of period $ 6,807 $ 6,623
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
5
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THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 - Description of operations
The Corporate Executive Board Company (the "Company") provides "best practices"
research and analysis and executive education focusing on corporate strategy,
operations and general management issues. The Company provides its research and
education services to corporations on an annual subscription basis. For a fixed
fee, members of each program have access to an integrated set of services,
including best practices research studies, executive education seminars,
customized research briefs and on-line access to the Company's databases.
Note 2 - Initial public offering and recapitalization
The Company was incorporated on September 11, 1997, under the laws of the State
of Delaware. The Company's business was operated as a division of The Advisory
Board Company, a Maryland corporation, until October 31, 1997 when the business
was contributed to the Company and spun-off to The Advisory Board Company's sole
stockholder (the "Spin-off"). On February 23, 1999, 9,415,280 shares of common
stock of the Company were sold in an initial public offering primarily by the
sole stockholder (the "Offering"). The Company did not directly receive any of
the proceeds from the sale of common stock by the sole stockholder pursuant to
the Offering.
In addition, immediately prior to the Offering, the Company amended and restated
its certificate of incorporation to increase the number of authorized shares of
Class A Stock and Class B Stock to 17,200 shares and 13,171,760 shares,
respectively, and to authorize 100,000,000 shares of Common Stock, and 5,000,000
shares of Preferred Stock, each with a par value of $0.01 per share. In
addition, to facilitate the Offering, the Company effected a 17.2-for-1 stock
split of the shares of Class A Stock and Class B Stock in the form of a stock
dividend. The Class A Stock and the Class B Stock were converted into Common
Stock contemporaneously with the Offering. Accordingly, all share and per share
amounts have been retroactively adjusted to give effect to these events.
Note 3 - Interim condensed financial statements
The accompanying condensed unaudited financial statements included herein have
been prepared by the Company in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") for reporting on
Form 10-Q. Accordingly, certain information and footnote disclosures required
for complete financial statements are not included herein. It is recommended
that these condensed unaudited financial statements be read in conjunction with
the financial statements and related notes of the Company as reported in the
Company's final prospectus filed with the SEC in February 1999 in accordance
with Rule 424(b).
In the opinion of management all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation of the condensed
unaudited financial position, results of operations, and cash flows at the dates
and for the periods presented have been included. The condensed balance sheet
presented as of December 31, 1998 has been derived from the financial statements
that have been audited by the Company's independent public accountants. The
results of operations for the three and six months ended June 30, 1999 may not
be indicative of the results that may be expected for the year ended December
31, 1999, or any other period within calendar year 1999.
6
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Note 4 - Investments
As of June 30, 1999, the Company's marketable securities consisted of municipal
and corporate bonds. Effective January 1, 1999, the Company classified its debt
securities as available-for-sale securities. Unrealized gains and losses on
available-for-sale securities are excluded from earnings and are reported as a
separate component of stockholders' deficit, net of applicable taxes, until
realized. Prior to January 1, 1999, the Company classified its debt securities
as trading securities. The unrealized holding gains and losses at the date the
debt securities were transferred to the available-for-sale classification from
the trading classification, have already been recognized into earnings and will
not be reversed.
Note 5 - Change in tax status
The Company was an "S" corporation for Federal income tax purposes until
immediately prior to the Offering. As an "S" corporation, the taxable income of
the Company was passed through to the sole stockholder and was reported on the
sole stockholder's Federal income tax return. However, as the District of
Columbia does not recognize "S" corporation status, income taxes related to the
District of Columbia have been provided for within the condensed financial
statements. Just prior to the Offering, the Company terminated its "S"
corporation status and is now subject to Federal and state taxes at prevailing
corporate rates.
Note 6 - Earnings per share
Basic earnings per share was computed by dividing net income by the number of
basic weighted average common shares outstanding during the period. Diluted
earnings per share was computed by dividing net income by the number of diluted
weighted average common shares outstanding during the period. The number of
weighted average common share equivalents outstanding has been determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options. A
reconciliation of basic to diluted weighted average common shares outstanding is
as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic weighted average common
shares outstanding 13,188,960 12,504,400 12,989,000 12,504,400
Weighted average common share
equivalents 2,765,441 2,331,615 2,748,729 2,120,359
---------- ---------- ---------- ----------
Diluted weighted average common
shares outstanding 15,954,401 14,836,015 15,737,729 14,624,759
========== ========== ========== ==========
</TABLE>
7
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Note 7 - Pro-forma earnings per share
As discussed above, the Company terminated its "S" corporation status just prior
to the Offering and is now subject to Federal and state taxes at prevailing
corporate rates. Accordingly, the following analysis includes a pro-forma
provision of income taxes that would have been recorded if the Company had been
a "C" corporation since January 1, 1998. The pro-forma provision for income
taxes is calculated using an effective income tax rate of 41.5%. A
reconciliation of the pro-forma basic and pro-forma diluted earnings per share
for the three and six months ending June 30, 1999 and 1998 is as follows (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Income before provision for income taxes $3,987 $1,851 $7,452 $3,902
Pro-forma provision for income taxes 1,655 768 3,093 1,619
------ ------ ------ ------
Pro-forma net income $2,332 $1,083 $4,359 $2,283
====== ====== ====== ======
Pro-forma earnings per share:
Basic $ 0.18 $ 0.09 $ 0.34 $ 0.18
====== ====== ====== ======
Diluted $ 0.15 $ 0.07 $ 0.28 $ 0.16
====== ====== ====== ======
</TABLE>
Note 8 - Comprehensive income
Comprehensive income (loss) is the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
nonowner sources. Other comprehensive income (loss) refers to revenues,
expenses, gains and losses that under generally accepted accounting principles
are included in comprehensive income, but excluded from net income. For the
three and six months ending June 30, 1999, other comprehensive loss, net of tax,
consists solely of unrealized losses on available-for-sale securities.
Comprehensive income for the three and six months ended June 30, 1999 is $2.0
million and $6.9 million, respectively. There was no difference between net
income and comprehensive income for the three and six months ended June 30,
1998.
Note 9 - Supplemental cash flows disclosures
Income taxes paid during the six months ended June 30, 1999 and 1998, amounted
to $260,000, and $350,000, respectively.
In connection with the Offering, the Company recognized $5.1 million in
stockholders' deficit for the tax effects of tax deductions for the exercise of
non-qualified employee stock options in conjunction with the Offering. In
addition, in connection with the Offering, the sole stockholder paid $1.4
million in shares of common stock to selected employees to satisfy a portion of
the special bonus plan liability.
Note 10 Financial statement reclassifications
Certain amounts in the condensed financial statements as of and for the three
and six month period ended June 30, 1998 have been reclassified to conform to
the presentation in the condensed financial statements as of and for the three
and six month period ended June 30, 1999.
8
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Quarterly Report on Form 10-Q of The Corporate Executive Board Company (the
"Company") contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on the
Company's current plans and expectations and involve risks and uncertainties
that could cause actual future activities and results of operations to be
materially different from those set forth in the forward-looking statements.
Factors that could cause actual results to differ materially from those
indicated by forward-looking statements include, among others, the dependence on
the renewal of membership-based services, dependence on key personnel, the need
to attract and retain qualified personnel, management of growth, new product
development, competition, risks associated with anticipating market trends,
industry consolidation, variability of quarterly operating results, possible
volatility of stock price, and the year 2000. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Overview
The Company provides "best practices" research and analysis and executive
education focusing on corporate strategy, operations and general management
issues. Best practices research identifies and analyzes specific management
initiatives, processes and strategies that have been determined to produce the
best results in solving common business problems or challenges. The Company
provides its research and analysis on an annual subscription basis to a
membership of over 1,300 of the world's largest and most prestigious
corporations. For a fixed annual fee, members of each subscription program have
access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and on-line
access to the program's database.
The Company was incorporated on September 11, 1997, under the laws of the
State of Delaware. The Company's business was operated as a division of The
Advisory Board Company, a Maryland corporation, until October 31, 1997 when the
business was contributed to the Company and spun-off to The Advisory Board
Company's sole stockholder (the "Spin-off"). On February 23, 1999, 9,415,280
shares of common stock of the Company were sold in an initial public offering
primarily by the sole stockholder (the "Offering"). The Company did not directly
receive any proceeds from the sale of common stock pursuant to the Offering.
However, the Company did receive cash from the exercise of non-qualified
employee stock options in conjunction with the Offering. In addition, the sole
stockholder used a portion of the proceeds of the Offering to repay a promissory
note made by the sole stockholder in favor of the Company.
Subscription memberships, which are primarily annually renewable contracts,
are generally payable by members at the beginning of the contract term. Billings
attributable to the Company's subscription programs initially are recorded as
deferred revenues and then recognized pro rata over the subscription contract
term.
One measure of the Company's business is its annualized "Contract Value,"
which the Company calculates as the aggregate annualized subscription membership
revenues attributed to all subscription membership agreements in effect at a
given point in time, including for 1999 an estimate of pending subscription
membership renewals and an estimate of members who will discontinue their
subscription membership prior to their annual renewal date in the subsequent
year. The Company's experience is that a substantial portion of members renew
subscriptions for an equal or higher level each year. Contract Value has
increased 31% to $69.0 million at June 30, 1999 from $52.6 million at June 30,
1998.
The Company's operating costs and expenses consist of cost of services,
member relations and marketing, general and administrative expenses and
depreciation. Cost of services represents the costs associated with the
production and delivery of the Company's products and services, including
compensation of research personnel and in-house faculty, the production of
published materials, the
9
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organization of member meetings and all associated support services. Member
relations and marketing expenses include the costs of acquiring new members and
renewing existing members and also include compensation expenses (including
sales commissions), travel and all associated support services. General and
administrative expenses include the costs of human resources and recruiting,
finance and accounting, management information systems, facilities management,
new product development and other administrative functions of the Company.
Results of operations
The following table sets forth certain financial data as a percentage of
revenues for the periods indicated:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Revenues 100% 100% 100% 100%
Cost of services 40 48 42 48
---- ---- ---- ----
Gross profit 60 52 58 52
---- ---- ---- ----
Costs and expenses:
Member relations and marketing 23 23 22 23
General and administrative 13 11 13 10
Depreciation 2 2 1 1
Stock option restructuring and repurchase -- 3 1 3
---- ---- ---- ----
38 39 37 37
---- ---- ---- ----
Income from operations 22 13 21 15
Interest income 2 1 2 1
---- ---- ---- ----
Income before provision for income taxes 24 14 23 16
Provision for income taxes 10 1 1 2
---- ---- ---- ----
Net income 14% 13% 22% 14%
==== ==== ==== ====
</TABLE>
Three months and six months ended June 30, 1999 and June 30, 1998
Revenues. Total revenues increased 29% to $16.7 million for the three
months ended June 30, 1999 from $12.9 million for the three months ended June
30, 1998. Total revenues increased 32% to $32.4 million for the six months ended
June 30, 1999 from $24.5 million for the six months ended June 30, 1998. The
increase in revenues is primarily attributable to consistent renewal rates,
increased sales of existing subscription programs and the introduction of two
new subscription programs over the past twelve months.
Cost of services. Cost of services increased 8% to $6.7 million for the
three months ended June 30, 1999 from $6.2 million for the three months ended
June 30, 1998. Cost of services increased 16% to $13.5 million for the six
months ended June 30, 1999 from $11.7 million for the six months ended June 30,
1998. The increase in cost of services was principally due to increased research
staffing and related compensation costs to support the introduction of two new
subscription programs and an increase in short answer research and executive
education services staffing to serve the growing membership base across all
programs. Cost of services as a percentage of revenues decreased to 40% for the
three months ended June 30, 1999 from 48% for the three months ended June 30,
1998. Cost of services as a percentage of revenues decreased to 42% for the six
months ended June 30, 1999 from 48% for the six months ended June 30, 1998. This
10
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decrease is attributable to the fixed nature of the production costs of best
practices research studies, as these costs are not significantly affected by
growth in the number of subscription memberships.
Member relations and marketing. Member relations and marketing costs
increased 26% to $3.8 million for the three months ended June 30, 1999 from $3.0
million for the three months ended June 30, 1998. Member relations and marketing
costs increased 29% to $7.2 million for the six months ended June 30, 1999 from
$5.6 million for the six months ended June 30, 1998. The increase in member
relations and marketing costs is primarily due to the increase in sales staff
and related costs, the increase in commission expense associated with increased
revenues, and the increase in member relations personnel and related costs to
serve the expanding membership base. Although the Company has added member
relations and marketing resources to increase revenues, member relations and
marketing costs have remained consistent as a percentage of total revenues for
the three and six months ended June 30, 1999 and 1998.
General and administrative. General and administrative expenses increased
46% to $2.1 million for the three months ended June 30, 1999 from $1.5 million
for the three months ended June 30, 1998. General and administrative expenses
increased 61% to $4.1 million for the six months ended June 30, 1999 from $2.6
million for the six months ended June 30, 1998. The increase in general and
administrative expenses resulted primarily from staffing increases in general
management, human resources and recruiting, finance and accounting, management
information systems, and facilities management to support overall Company
growth.
Depreciation. Depreciation expense increased 64% to $263,000 for the three
months ended June 30, 1999 from $160,000 for the three months ended June 30,
1998. Depreciation expense increased 42% to $480,000 for the six months ended
June 30, 1999 from $337,000 for the six months ended June 30, 1998. The increase
in depreciation expense was due to purchases of computer and telephone
equipment, software and office furniture for the new office facilities and to
support organizational growth.
Stock option restructuring and repurchase. The Company recognized $96,000
and $359,000 in compensation expense for the three months ended June 30, 1999
and 1998, respectively, related to stock option agreements in existence at the
time of the Spin-off. The Company recognized $191,000 and $768,000 in
compensation expense for the six months ended June 30, 1999 and 1998,
respectively, related to stock option agreements in existence at the time of the
Spin-off. In connection with the Spin-off, The Advisory Board Company executed
substitution agreements with each of the employees of the Company participating
in The Advisory Board Company stock option plan. The terms of the substitution
agreements resulted in compensation expense being recognized over the vesting
period. The Company will continue to recognize compensation expense related to
the substitution agreements in the years ending 1999, 2000, and 2001.
Provision for income taxes. The Company recorded a provision for income
taxes of $1.7 million and $170,000 for the three months ended June 30, 1999 and
1998, respectively. The Company recorded a provision for income taxes of
$252,000 and $374,000 for the six months ended June 30, 1999 and 1998,
respectively. During 1998 and to February 22, 1999, the Company was treated as
an "S" Corporation for Federal income tax purposes and recognized income taxes
only related to the District of Columbia. However, just prior to the Offering,
the Company terminated its "S" Corporation status and is now subject to Federal
and state income taxes at prevailing corporate rates. In conjunction with the
termination of "S" Corporation status, the Company recorded a benefit for income
taxes of approximately $3.0 million. Subsequent to the Offering, the provision
for income taxes was recorded based on an effective rate of 41.5%.
Gross profit trend. Historically, the gross profit percentage (gross profit
as a percentage of total revenues) has fluctuated based upon the growth in
revenues offset by the delivery of best practices research studies, the timing
of executive education seminars, the volume of customized research briefs and
the hiring of personnel. Accordingly, the gross profit percentage for the three
and six months ended June 30, 1999, may not be indicative of the results that
may be expected for the year ended December 31, 1999, or any other period within
calendar year 1999.
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Liquidity and capital resources
The Company has financed its operations to date through funds generated
from operating activities. Subscription memberships, which are primarily
annually renewable contracts, are generally payable by members at the beginning
of the contract term. The combination of revenues growth and advance payment of
subscription memberships has resulted historically in net positive cash flows
provided by operating activities. The Company generated net cash flows from
operating activities of $9.3 million and $8.4 million for the six months ended
June 30, 1999 and 1998, respectively. For the six months ended June 30, 1999,
operating cash flow was generated by increased revenues and related changes in
the condensed balance sheet accounts. As of June 30, 1999, the Company had cash
and cash equivalents and marketable securities of $20.6 million. Management
expects that its current cash and cash equivalents and marketable securities
balances and net positive cash flows from operations will satisfy working
capital, financing activities and capital expenditure requirements for the next
twelve months.
Net cash used by investing activities during the six months ended June 30,
1999 and 1998 was $6.9 million and $243,000 respectively. Net cash used by
investing activities during the six months ended June 30, 1999, is attributed to
the additional investment in property and equipment and the purchase of
marketable securities offset by the repayment of a note receivable from the
Company's previous sole stockholder. The Company estimates that it will incur
approximately $5.0 million in leasehold improvements and related costs for its
new office facilities during 1999. The Company has incurred approximately $3.0
million of leasehold improvements and related costs for the new office
facilities during the six months ended June 30, 1999.
Net cash used in financing activities during the six months ended June
30, 1999 and 1998 was $7.7 million and $10.5 million, respectively. Net cash
used in financing activities during the six months ended June 30, 1999, was
attributable to agreements with certain employees prior to the Spin-off relating
to the repurchase of stock options at fixed amounts. The Company paid $2.9
million related to these agreements in the six months ended June 30, 1999 and is
obligated to pay an addition $1.7 million in 1999, and an additional $3.1
million in 2000. The Company and the sole stockholder also agreed to pay a
special bonus to selected employees of $2.4 million. The amount was paid at the
date of Offering, 60%, or $1.4 million, in shares of common stock owned by the
sole stockholder (valued for this purpose at the initial price offered to the
public) and 40%, or $1.0 million, in cash by the Company. The total repurchase
of stock options liability of $7.7 million and the total special bonus payment
liability of $2.4 million were expensed prior to December 31, 1998.
The Company has obtained a commitment for a $10.0 million, 12-month
revolving line of credit from a commercial bank. Certain Company assets will
secure borrowings under this line of credit. In addition, the Company has
entered into a $1.3 million Letter of Credit Agreement with a commercial bank to
provide a security deposit for the office space lease, expiring on June 23,
2003. Certain Company assets collateralize the Letter of Credit Agreement.
Since inception, the Company has recognized revenue ratably over the term
of the related subscription membership, generally 12 months. The Securities and
Exchange Commission ("SEC") has advised the Company that it is evaluating the
accounting rules and interpretations covering revenue recognition of membership
fees. Until the SEC staff issues these interpretative guidelines, it is unclear
what impact, if any, they will have on the Company's current accounting policy.
Any change could have a material effect on the manner in which the Company
recognizes revenues.
Year 2000 compliance
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed without consideration for the
impact of the upcoming century change in the year 2000. If not corrected,
applications that are not year 2000 compliant may fail or create erroneous
results when processing year 2000 information. The Company is in the process of
completing its analysis and
12
<PAGE>
assessment of the potential effects of the year 2000-century change and has
begun efforts to identify, evaluate and implement changes to the Company's
systems and applications necessary to achieve a year 2000-date conversion.
The Company has audited all of its hardware systems and software
applications. The Company has determined that all of its hardware systems are
either currently compliant or have intermediate upgrades available from the
manufacturer. The Company utilizes 409 distinct software programs in running its
computer operations. Of these systems, the Company has classified 68 as mission-
critical systems, defined as systems whose failure potentially could have a
significant adverse effect on the Company's ability to conduct its business
efficiently. These include end-user software applications, back-office systems
and embedded software in computer hardware systems. Of the 68 mission-critical
systems, five are custom software systems developed for the Company, all of
which have been modified and tested to ensure their year 2000 compliance. The
rest of the Company's software systems are commercial off-the-shelf packages
("COTS"). The Company's 63 mission-critical COTS programs currently are under
review for year 2000 compliance. The Company has determined that 48 of the
mission-critical COTS programs are fully compliant. The Company has made this
determination by reviewing official year 2000 compliance statements published by
the manufacturers of these programs and does not plan to conduct its own tests
to verify such statements. Of the remaining applications, manufacturers have
made available upgrades to bring the systems into compliance. The Company has
scheduled upgrades for each of these programs to be completed by the end of
September 1999. The non-information technology systems developed internally by
the Company are not sensitive to year 2000 issues.
The Company estimates the cost to complete the conversion to be
$220,000. The Company expects to be year 2000 compliant by the end of September
1999. The costs of the year 2000 conversion and the date on which the Company
plans to complete the project are based upon management's best estimates, which
are derived on the basis of numerous assumptions of future events. There can be
no guarantee that these estimates will be achieved and actual results could
differ materially.
Vendors or other third parties that could affect the Company's
operations include suppliers of utility services, travel and hotel services,
office supply vendors, equipment and technology vendors and mail, telephone,
Internet and other communication services. Each of the Company's department
directors has been instructed to communicate with their major suppliers with
respect to such vendors' year 2000 compliance status. All of the Company's
departments have been directed to make arrangements with an alternative vendor
if it appears that the current vendor will not achieve compliance by the year
2000. There can be no guarantee, however, that the systems of the Company's
major vendors, including providers of public utilities, will be timely
converted, or that a failure to convert by another company or organization, or a
conversion that is incompatible with the Company's systems, would not have an
adverse effect on the Company.
Although the Company anticipates that minimal business disruptions
will occur as a result of year 2000 issues, possible consequences include loss
of communications with members, inability to conduct marketing efforts and on-
site seminars as a result of travel and communications disruptions, delay in the
production and distribution of studies and reports, inability to conduct
research and surveys, and disruption of similar normal business activities. The
Company believes that the conversion and modification efforts by the Company and
its vendors will mitigate the risks associated with year 2000 issues. If,
however, the Company or its essential vendors do not complete the necessary
modifications or conversions in a timely manner or if such modifications or
conversions fail to achieve the proper results, the Company's operations may be
adversely effected.
The Company does not intend to develop any contingency plans to address
possible failures by the Company or its vendors to be year 2000 compliant with
respect to information technology systems. The Company does not believe that
such contingency plans are required because it believes that the Company and its
information technology suppliers will be year 2000 compliant before January
2000. The Company currently does not have any contingency plans to address
possible failures by its vendors to be year 2000
13
<PAGE>
compliant with respect to non-information technology systems, but expects to
develop such plans by the end of September 1999.
14
<PAGE>
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to interest rate risk primarily through its portfolio of
cash and cash equivalents and marketable securities, which is designed for
safety of principal and liquidity. Such a portfolio is subject to inherent
interest rate risk as investments mature and are re-invested at current market
interest rates. The Company does not presently use derivative financial
instruments to adjust the portfolio risk or income profile.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is not currently a party to any material legal proceedings.
ITEM 2. Change in Securities.
Not applicable.
ITEM 3. Defaults Upon Senior Securities and Use of Proceeds.
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
ITEM 5. Other Information.
Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - Exhibit 27.0 Financial Data Schedule.
(b) Reports on Form 8-K: Not applicable.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Corporate Executive Board Company
By: /s/ Clay M. Whitson
- --------------------------------------
Clay M. Whitson
Chief Financial Officer
Date: August 10, 1999
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed financial statements for the three month period ended
June 30, 1999 and as of and for the six month period ended June 30, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 6,807 6,807
<SECURITIES> 13,781 13,781
<RECEIVABLES> 11,886 11,886
<ALLOWANCES> 906 906
<INVENTORY> 0 0
<CURRENT-ASSETS> 25,744 25,744
<PP&E> 9,282 9,282
<DEPRECIATION> 2,793 2,793
<TOTAL-ASSETS> 47,117 47,117
<CURRENT-LIABILITIES> 44,277 44,277
<BONDS> 0 0
0 0
0 0
<COMMON> 132 132
<OTHER-SE> (432) (432)
<TOTAL-LIABILITY-AND-EQUITY> 47,117 47,117
<SALES> 16,700 32,403
<TOTAL-REVENUES> 16,700 32,403
<CGS> 6,748 13,501
<TOTAL-COSTS> 13,011 25,494
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 3,987 7,452
<INCOME-TAX> 1,655 252
<INCOME-CONTINUING> 2,332 7,200
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,332 7,200
<EPS-BASIC> 0.18 0.55
<EPS-DILUTED> 0.15 0.46
</TABLE>
