<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 September 30, 1999.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 000-24799
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THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
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)
(202) 777-5000
(Registrant's telephone number, including area code)
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 November 5, 1999, The Corporate Executive Board Company had outstanding
13,569,960 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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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets at September 30, 1999 and
December 31, 1998 3
Condensed Statements of Income for the Three
and Nine Months Ended September 30, 1999 and 1998 4
Condensed Statements of Cash Flows for the Nine
Months Ended September 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
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>
September 30, 1999 December 31, 1998
------------------- ------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 8,834 $12,232
Marketable securities -- 3,872
Receivables:
Membership fees receivable, net 14,887 17,165
Due from stockholder -- 6,500
Due from affiliate -- 350
Prepaid expenses and other current assets 850 383
Deferred income taxes, net 8,622 1,438
Deferred offering costs -- 1,251
Deferred incentive compensation 1,896 2,023
------- -------
Total current assets 35,089 45,214
------- -------
Marketable securities 13,541 --
Deferred income taxes, net 1,303 --
Property and equipment, net 7,666 3,714
------- -------
Total assets $57,599 $48,928
======= =======
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities $ 7,299 $ 5,159
Accrued incentive compensation 2,365 2,661
Due to affiliate 348 --
Stock option repurchase and special bonus plan liability 1,730 7,054
Deferred revenues 34,930 39,061
------- -------
Total current liabilities 46,672 53,935
------- -------
Long-term stock option repurchase liability 3,140 3,140
------- -------
Total liabilities 49,812 57,075
------- -------
Stockholders' equity (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 13,569,960 and 12,504,400 shares
issued and outstanding as of September 30, 1999 and
December 31, 1998, respectively 136 125
Additional paid-in-capital 22 2,646
Deferred compensation (665) (953)
Unrealized losses on available-for-sale securities (509) --
Retained earnings (deficit) 8,803 (9,965)
------- -------
Total stockholders' equity (deficit) 7,787 (8,147)
------- -------
Total liabilities and stockholders' equity (deficit) $57,599 $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 Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $18,414 $13,732 $50,817 $38,239
Cost of services 7,090 6,238 20,591 17,894
------- ------- ------- -------
Gross profit 11,324 7,494 30,226 20,345
------- ------- ------- -------
Costs and expenses:
Member relations and marketing 4,075 2,934 11,256 8,521
General and administrative 2,256 2,338 6,397 4,906
Depreciation 345 166 825 502
Stock option restructuring and repurchase 96 390 288 1,158
------- ------- ------- -------
6,772 5,828 18,766 15,087
------- ------- ------- -------
Income from operations 4,552 1,666 11,460 5,258
Interest income 259 266 802 575
------- ------- ------- -------
Income before provision for income taxes 4,811 1,932 12,262 5,833
Provision for income taxes 1,948 219 2,200 590
------- ------- ------- -------
Net income $ 2,863 $ 1,713 $10,062 $ 5,243
======= ======= ======= =======
Earnings per share:
Basic $ 0.21 $ 0.14 $ 0.77 $ 0.42
======= ======= ======= =======
Diluted $ 0.18 $ 0.11 $ 0.63 $ 0.35
======= ======= ======= =======
Weighted average shares used in the calculation of
earnings per share:
Basic 13,340 12,504 13,106 12,504
Diluted 16,207 15,034 15,940 14,808
</TABLE>
See accompanying notes to condensed financial statements.
4
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THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 10,062 $ 5,243
Adjustments to reconcile net income to net cash
flows provided by operating activities:
Depreciation 825 502
Deferred income taxes 1,692 142
Loss on disposal of asset 19 --
Stock option restructuring and repurchase 288 1,158
Changes in operating assets and liabilities:
Membership fees receivable, net 2,278 8,672
Prepaid expenses and other current assets (467) (1,542)
Deferred incentive compensation 127 (199)
Deferred revenues (4,131) (7,416)
Accounts payable and accrued liabilities 2,620 1,241
Accrued incentive compensation (296) (246)
-------- --------
Net cash flows provided by operating
activities 13,017 7,555
-------- --------
Cash flows from investing activities:
(Purchases) disposal of property and equipment, net (4,555) (517)
Repayment of note receivable from stockholder 6,500 --
(Purchases) sales of marketable securities, net (10,524) 313
-------- --------
Net cash flows used in investing activities (8,579) (204)
-------- --------
Cash flows from financing activities:
Change in payable to/due from affiliate 698 (1,291)
Distributions to stockholder (4,000) (6,869)
Proceeds from the exercise of common
stock options 991 --
Payment of offering costs (1,641) --
Stock option repurchases (3,884) (2,389)
-------- --------
Net cash flows used in financing activities (7,836) (10,549)
-------- --------
Net decrease in cash and cash equivalents (3,398) (3,198)
Cash and cash equivalents, beginning of period 12,232 8,937
-------- --------
Cash and cash equivalents, end of period $ 8,834 $ 5,739
======== ========
</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 - Condensed financial statements
The accompanying interim 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 interim 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 interim
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 interim condensed unaudited results of operations for the three
and nine months ended September 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 September 30, 1999, the Company's marketable securities consisted of
municipal and corporate bonds. Effective January 1, 1999, the Company classified
its marketable securities as available-for-sale securities. Unrealized gains and
losses on available-for-sale marketable securities are excluded from net income
and are reported as a separate component of stockholders' equity (deficit), net
of applicable taxes, until realized. Prior to January 1, 1999, the Company
classified its marketable securities as trading securities. The unrealized
holding gains and losses at the date the marketable 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 - Income taxes
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 interim condensed
unaudited financial statements. 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.
The effective income tax rate for the three months ended September 30, 1999, is
40.5% and reflects the benefit of Federal income tax incentives related to the
location of the new office facilities. The effective income tax rate for the
nine months ended September 30, 1999, also includes the impact of the
termination of the "S" corporation status just prior to the Offering.
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 Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic weighted average common
shares outstanding 13,339,685 12,504,400 13,106,302 12,504,400
Weighted average common share
equivalents outstanding 2,867,309 2,529,591 2,834,125 2,303,558
---------- ---------- ---------- ----------
Diluted weighted average common
shares outstanding 16,206,994 15,033,991 15,940,427 14,807,958
========== ========== ========== ==========
</TABLE>
7
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Note 7 - Comprehensive income (loss)
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 nine months ending September 30, 1999, other comprehensive income, net
of tax, consists solely of unrealized losses on available-for-sale securities.
Comprehensive income for the three and nine months ended September 30, 1999 is
$2.4 million and $9.6 million, respectively. There was no difference between net
income and comprehensive income for the three and nine months ended September
30, 1998.
Note 8 - Supplemental cash flows disclosures
Income taxes paid during the nine months ended September 30, 1999 and 1998,
amounted to $260,000, and $350,000, respectively. For the nine months ended
September 30, 1999, the Company recognized $10.1 million in stockholders' equity
(deficit) for tax deductions associated with the exercise of non-qualified stock
options. Estimated current income tax payments for the nine months ended
September 30, 1999 have been reduced by the consideration of the tax deductions
associated with the exercise of non-qualified stock options.
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 9 - Financial statement reclassifications
Certain amounts in the interim condensed unaudited financial statements as of
and for the three and nine month period ended September 30, 1998 have been
reclassified to conform to the presentation in the interim condensed unaudited
financial statements as of and for the three and nine month period ended
September 30, 1999.
8
<PAGE>
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 practice 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
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 $73.5 million at September 30, 1999 from $56.0 million at
September 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 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
9
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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 Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100% 100% 100% 100%
Cost of services 39 45 41 47
---- ---- ---- ----
Gross profit 61 55 59 53
---- ---- ---- ----
Costs and expenses:
Member relations and marketing 22 21 22 22
General and administrative 12 17 13 13
Depreciation 2 2 2 1
Stock option restructuring and repurchase -- 3 -- 3
---- ---- ---- ----
36 43 37 39
---- ---- ---- ----
Income from operations 25 12 22 14
Interest income 2 2 2 2
---- ---- ---- ----
Income before provision for income taxes 27 14 24 16
Provision for income taxes 11 2 4 2
---- ---- ---- ----
Net income 16% 12% 20% 14%
==== ==== ==== ====
</TABLE>
Three months and nine months ended September 30, 1999 and September 30, 1998
Revenues. Total revenues increased 34% to $18.4 million for the three
months ended September 30, 1999 from $13.7 million for the three months ended
September 30, 1998. Total revenues increased 33% to $50.8 million for the nine
months ended September 30, 1999 from $38.2 million for the nine months ended
September 30, 1998. The increase in revenues is primarily attributable to
increased sales of subscriptions for existing research programs and the
introduction of two new research programs over the past twelve months.
Cost of services. Cost of services increased 14% to $7.1 million for the
three months ended September 30, 1999 from $6.2 million for the three months
ended September 30, 1998. Cost of services increased 15% to $20.6 million for
the nine months ended September 30, 1999 from $17.9 million for the nine months
ended September 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 39% for the three months ended September 30, 1999 from 45%
for the three months ended September 30, 1998. Cost of services as a percentage
of revenues decreased to 41% for the nine months ended September 30, 1999 from
47% for the nine months ended September 30, 1998. This 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.
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Member relations and marketing. Member relations and marketing costs
increased 39% to $4.1 million for the three months ended September 30, 1999 from
$2.9 million for the three months ended September 30, 1998. Member relations and
marketing costs increased 32% to $11.3 million for the nine months ended
September 30, 1999 from $8.5 million for the nine months ended September 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 nine months ended September 30, 1999 and 1998.
General and administrative. The Company recognized $2.3 million in general
and administrative expenses for the three months ended September 30, 1999 and
1998. General and administrative expenses increased 30% to $6.4 million for the
nine months ended September 30, 1999 from $4.9 million for the nine months ended
September 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. Prior year amounts
include non-recurring transition costs of approximately $300,000 related to
changing the company name to The Corporate Executive Board Company.
Depreciation. Depreciation expense increased 108% to $345,000 for the three
months ended September 30, 1999 from $166,000 for the three months ended
September 30, 1998. Depreciation expense increased 64% to $825,000 for the nine
months ended September 30, 1999 from $502,000 for the nine months ended
September 30, 1998. The increase in depreciation expense was due to purchases of
computer and telephone equipment, software and office furniture and
capitalization of leasehold improvements for the new office facilities required
to support organizational growth.
Stock option restructuring and repurchase. The Company recognized $96,000
and $390,000 in compensation expense for the three months ended September 30,
1999 and 1998, respectively, related to stock option agreements in existence at
the time of the Spin-off. The Company recognized $288,000 and $1.2 million in
compensation expense for the nine months ended September 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 by the Company over
the vesting period. The Company will continue to recognize compensation expense
related to certain substitution agreements in the years ending 1999, 2000, and
2001.
Provision for income taxes. The Company recorded a provision for income
taxes of $1.9 million and $219,000 for the three months ended September 30, 1999
and 1998, respectively. The Company recorded a provision for income taxes of
$2.2 million and $590,000 for the nine months ended September 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. The difference in the
effective income tax rates for the three and nine months ended September 30,
1999, primarily reflects the termination of the "S" corporation status just
prior to the Offering and the benefit of Federal income tax incentives
associated with the location of the Company's new office facilities.
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 nine months ended September 30, 1999, may not be indicative of the results
that may be expected for the year ended December 31, 1999.
11
<PAGE>
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 $13.0 million and $7.6 million for the nine months ended
September 30, 1999 and 1998, respectively. For the nine months ended September
30, 1999, operating cash flow was generated primarily by increased revenues, the
use of tax deductions associated with the exercise of non-qualified stock
options, and related changes in the condensed balance sheet accounts. As of
September 30, 1999, the Company had cash and cash equivalents and marketable
securities of $22.4 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 flows used in investing activities during the nine months ended
September 30, 1999 and 1998 was $8.6 million and $204,000 respectively. Net cash
flows used in investing activities during the nine months ended September 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 for its
new office facilities during 1999. The Company has incurred approximately $3.1
million of leasehold improvements for the new office facilities during the nine
months ended September 30, 1999.
Net cash flows used in financing activities during the nine months ended
September 30, 1999 and 1998 was $7.8 million and $10.5 million, respectively.
Net cash flows used in financing activities during the nine months ended
September 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 nine months
ended September 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. In addition, the Company has
entered into a $1.3 million Letter of Credit Agreement, expiring June 2003, with
a commercial bank to provide a security deposit for the office space lease.
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.
12
<PAGE>
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 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 62 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. The manufacturer of the one remaining application has
made available upgrades to bring the system into compliance. The Company has
scheduled an upgrade for the remaining program to be completed by the end of
December 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 December 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 has developed some contingency plans to address possible
failures by the Company or its vendors to be year 2000 compliant with respect to
information technology systems.
13
<PAGE>
The Company also has some contingency plans to address possible failures by its
vendors to be year 2000 compliant with respect to non-information technology
systems.
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: November 12, 1999
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information obtained from The
Corporate Executive Board Company interim condensed unaudited financial
statements as of and for the three- and nine-month periods ended September 30,
1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 8,834 8,834
<SECURITIES> 0 0
<RECEIVABLES> 14,887 14,887
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 35,089 35,089
<PP&E> 7,666 7,666
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 57,599 57,599
<CURRENT-LIABILITIES> 46,672 46,672
<BONDS> 0 0
0 0
0 0
<COMMON> 136 136
<OTHER-SE> 7,651 7,651
<TOTAL-LIABILITY-AND-EQUITY> 57,599 57,599
<SALES> 18,414 50,817
<TOTAL-REVENUES> 18,414 50,817
<CGS> 7,090 20,591
<TOTAL-COSTS> 13,862 39,357
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 4,811 12,262
<INCOME-TAX> 1,948 2,200
<INCOME-CONTINUING> 2,863 10,062
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,863 10,062
<EPS-BASIC> 0.21 0.77
<EPS-DILUTED> 0.18 0.63
</TABLE>
