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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 March 31, 2000.
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)
Delaware 52-2056410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2000 Pennsylvania Avenue, NW 20006
Suite 6000 (Zip Code)
Washington, DC
(Address of principal executive
offices)
(202) 777-5000
(Registrant's telephone number, including area code)
Not applicable.
(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 May 5, 2000, the Company had outstanding 15,413,857 shares of Common
Stock, par value $0.01 per share and had outstanding no shares of Preferred
Stock, par value $0.01 per share.
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THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets at March 31, 2000 and December 31, 1999......... 3
Condensed Statements of Income for the Three Months Ended March 31, 2000
and 1999................................................................ 4
Condensed Statements of Cash Flows for the Three Months Ended March 31,
2000 and 1999........................................................... 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....... 14
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings................................................ 15
ITEM 2. Changes in Securities............................................ 15
ITEM 3. Defaults Upon Senior Securities and Use of Proceeds.............. 15
ITEM 4. Submission of Matters to a Vote of Security Holders.............. 15
ITEM 5. Other Information................................................ 15
ITEM 6. Exhibits and Reports on Form 8-K................................. 15
</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>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Assets (Unaudited)
Current assets:
Cash and cash equivalents.................... $ 28,696 $19,726
Marketable securities........................ 1,025 --
Membership fees receivable, net.............. 11,165 26,603
Deferred income taxes, net................... 11,989 8,047
Deferred incentive compensation.............. 2,497 2,801
Prepaid expenses and other current assets.... 1,615 1,318
---------- -------
Total current assets....................... 56,987 58,495
---------- -------
Deferred income taxes, net................... 22,345 --
Marketable securities........................ 17,468 13,348
Property and equipment, net.................. 11,372 9,921
---------- -------
Total assets............................... $ 108,172 $81,764
========== =======
Liabilities and Stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities.... $ 4,581 $ 6,082
Accrued incentive compensation.............. 2,452 3,877
Stock option repurchase..................... 3,140 4,710
Deferred revenues........................... 50,142 55,436
---------- -------
Total current liabilities.................. 60,315 70,105
---------- -------
Other liabilities............................ 868 813
---------- -------
Total liabilities.......................... 61,183 70,918
---------- -------
Stockholders' equity:
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 15,392,265 and
13,569,960 shares issued and outstanding as
of March 31, 2000 and December 31, 1999,
respectively............................... 154 136
Additional paid-in capital.................. 33,420 269
Deferred compensation....................... (474) (570)
Retained earnings........................... 14,379 11,691
Accumulated elements of comprehensive
income..................................... (490) (680)
---------- -------
Total stockholders' equity................. 46,989 10,846
---------- -------
Total liabilities and stockholders' equity... $ 108,172 $81,764
========== =======
</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 March 31,
2000 1999
-------------- -------------- --- ---
<S> <C> <C> <C> <C>
Revenues............................... $ 20,784 $ 15,703
Cost of services...................... 8,477 6,753
-------------- --------------
Gross profit........................... 12,307 8,950
-------------- --------------
Costs and expenses:
Member relations and marketing........ 4,273 3,403
General and administrative............ 2,729 2,015
Depreciation.......................... 452 217
Stock option and related expenses..... 1,036 96
-------------- --------------
8,490 5,731
-------------- --------------
Income from operations................. 3,817 3,219
Other income........................... 589 245
-------------- --------------
Income before provision (benefit) for
income taxes.......................... 4,406 3,464
Provision (benefit) for income taxes... 1,718 (1,403)
-------------- --------------
Net income............................. $ 2,688 $ 4,867
============== ==============
Earnings per share:
Basic................................. $ 0.19 $ 0.38
Diluted............................... $ 0.16 $ 0.31
============== ==============
Weighted average shares used in the
calculation of earnings per share:
Basic................................. 14,225 12,786
Diluted............................... 16,737 15,472
</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>
Three months ended March 31,
2000 1999
-------------- -------------- --- ---
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income............................ $ 2,688 $ 4,867
Adjustments to reconcile net income to
net cash flows provided by operating
activities:
Depreciation......................... 452 217
Deferred income taxes................ 1,718 (1,911)
Stock option and related expenses.... 96 96
Other non-cash items................. 3 (22)
Changes in operating assets and
liabilities:
Membership fees receivable, net..... 15,438 6,436
Prepaid expenses and other current
assets............................. (297) (3)
Deferred incentive compensation..... 304 173
Deferred revenues................... (5,294) (3,012)
Accounts payable and accrued
liabilities........................ (1,725) 529
Accrued incentive compensation...... (1,425) (344)
Other liabilities................... 55 270
-------------- --------------
Net cash flows provided by operating
activities......................... 12,013 7,296
-------------- --------------
Cash flows from investing activities:
Purchases of property and equipment.. (1,903) (344)
Repayment of note receivable from
stockholder......................... -- 6,500
Purchases of marketable securities... (4,815) (2,770)
-------------- --------------
Net cash (used in) provided by
investing activities............... (6,718) 3,386
-------------- --------------
Cash flows from financing activities:
Change in payable to/due from
affiliate........................... 10 987
Distributions to stockholder......... -- (4,000)
Proceeds from the exercise of common
stock options....................... 5,021 637
Reimbursement for offering costs..... 650 --
Payment of offering costs............ (436) (911)
Stock option repurchases and special
bonus payment....................... (1,570) (3,884)
-------------- --------------
Net cash provided by (used in)
financing activities............... 3,675 (7,171)
-------------- --------------
Net increase in cash and cash
equivalents.......................... 8,970 3,511
Cash and cash equivalents, beginning
of period............................ 19,726 12,232
-------------- --------------
Cash and cash equivalents, end of
period............................... $ 28,696 $ 15,743
============== ==============
</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 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. 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 content database and other services.
Note 2--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 financial statements be read in
conjunction with the financial statements and related notes of the Company as
reported on the Company's Form 8-K filed with the SEC in January 2000.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation of the condensed
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, 1999 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 months ended March 31, 2000 may not be indicative
of the results that may be expected for the year ending December 31, 2000, or
any other period within calendar year 2000.
Note 3--Spin-off and initial and secondary public offering of common stock
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"). In February 1999, 9,415,280 shares
of common stock of the Company were sold in an initial public offering (the
"Initial Public Offering"). In February 2000, 5,511,515 shares of common stock
of the Company were sold in a secondary public offering (the "Secondary
Offering"). The Company did not directly receive any proceeds from the sale of
common stock pursuant to the Initial Public Offering or the Secondary Offering.
However, the Company did receive cash from the exercise of common stock options
in conjunction with the Initial Public Offering and the Secondary Offering.
Subsequent to the Secondary Offering, the former sole stockholder owns no
shares of the Company's common stock. In addition, the Company recognized
$940,000 in compensation expense reflecting additional Federal Insurance
Corporation Act ("FICA") taxes as a result of the taxable income that the
employees
6
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recognized upon the exercise of common stock options in conjunction with the
Secondary Offering. The additional FICA taxes are included within Stock Option
and Related Expenses as disclosed on the condensed statements of income.
Note 4--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 March 31,
2000 1999
-------------- --------------
<S> <C> <C>
Basic weighted average common shares
outstanding................................. 14,224,856 12,785,830
Weighted average common share equivalents
outstanding................................. 2,512,334 2,685,756
-------------- --------------
Diluted weighted average common shares
outstanding................................. 16,737,190 15,471,586
============== ==============
</TABLE>
Note 5--Change in tax status and impact on earnings per share
The Company was an "S" corporation for Federal income tax purposes until
immediately prior to the Initial Public Offering. As an "S" corporation, the
taxable income of the Company was passed through to the former sole stockholder
and was reported on his individual 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 Initial Public Offering, the Company
terminated its "S" corporation status and is now subject to Federal and state
taxes at prevailing corporate rates. If the Company had been a "C" corporation
for U.S. Federal and state income tax purposes since January 1, 1999 and
recorded income taxes using an annual effective rate of 41.5%, pro forma net
income and basic and diluted earnings per share would have been $2.0 million
(unaudited), $0.16 (unaudited) and $0.13 (unaudited) for the three months ended
March 31, 1999.
Note 6--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 non-
owner sources. Other comprehensive income (loss) refers to revenues, expenses,
gains and losses that under generally accepted accounting principles are
included in comprehensive income (loss), but excluded from net income (loss).
For the three months ended March 31, 2000 and 1999, the elements within other
comprehensive income, net of tax, consist solely of the change in unrealized
losses on available-for-sale securities. Comprehensive income for the three
months ended March 31, 2000 and 1999, is $2.9 million and $4.9 million,
respectively.
Note 7--Supplemental cash flow disclosures
For the three months ended March 31, 2000 and 1999, the Company recognized
$28.2 million and $5.1 million, respectively, in stockholders' equity for tax
deductions associated with the exercise
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of non-qualified stock options. Estimated current income tax payments for the
three months ended March 31, 2000 and 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 Initial Public
Offering, the former 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 8--Financial statement reclassifications
Certain amounts in the condensed financial statements as of and for the three
month period ended March 31, 1999 have been reclassified to conform to the
presentation in the condensed financial statements as of and for the three
month period ended March 31, 2000.
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, various factors that could affect the estimated
tax rate, and possible volatility of stock price. 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 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. 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 content database and other
services.
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"). In February 1999, 9,415,280 shares
of common stock of the Company were sold in an initial public offering (the
"Initial Public Offering"). In February 2000, 5,511,515 shares of common stock
of the Company were sold in a secondary public offering (the "Secondary
Offering"). The Company did not directly receive any proceeds from the sale of
common stock pursuant to the Offering or the Secondary Offering. However, the
Company did receive cash from the exercise of common stock options in
conjunction with the Initial Public Offering and the Secondary Offering.
Subsequent to the Secondary Offering, the former sole stockholder owns no
shares of the Company's common stock.
Subscription memberships, which are 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 revenue attributed to all subscription membership agreements in
effect at a given point in time without regard to the remaining duration of any
such agreement, including an estimate of pending subscription
9
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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 has been that a substantial portion of members
renew subscriptions for an equal or higher level each year. Contract Value has
increased 30.7% to $84.9 million at March 31, 2000 from $64.9 million at March
31, 1999.
The Company's operating costs and expenses consist of cost of services,
member relations and marketing, general and administrative expenses,
depreciation, and stock option and related expenses. 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 expense (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.
Stock option and related expenses include non-cash compensation expense related
to certain stock option agreements in existence at the time of the Spin-off and
additional compensation expense relating to the taxable income recognized by
employees upon the exercise of non-qualified common stock options.
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 March 31,
2000 1999
-------------- -------------- --- --- ---
<S> <C> <C> <C> <C> <C>
Revenues........................ 100% 100%
Cost of services............... 41 43
-------------- --------------
Gross profit.................... 59 57
-------------- --------------
Costs and expenses:
Member relations and
marketing..................... 21 22
General and administrative..... 13 13
Depreciation................... 2 1
Stock option and related
expenses...................... 5 1
-------------- --------------
41 37
-------------- --------------
Income from operations.......... 18 20
Other income.................... 3 2
-------------- --------------
Income before provision
(benefit) for income taxes..... 21 22
Provision (benefit) for income
taxes.......................... 8 (9)
-------------- --------------
Net income...................... 13% 31%
============== ==============
</TABLE>
Three months ended March 31, 2000 and March 31, 1999
Revenues. Total revenues increased 32.4% to $20.8 million for the three
months ended March 31, 2000 from $15.7 million for the three months ended March
31, 1999. The increase in revenues is attributable to cross-selling, increased
sales of existing subscription programs, price increases and the introduction
of two new subscription programs over the past twelve months.
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Cost of services. Cost of services increased 25.5% to $8.5 million for the
three months ended March 31, 2000 from $6.8 million for the three months ended
March 31, 1999. 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. Cost of services decreased as a percentage of revenues to
40.8% for the three months ended March 31, 2000 from 43.0% for the three months
ended March 31, 1999. 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.
Member relations and marketing. Member relations and marketing costs
increased 25.6% to $4.3 million for the three months ended March 31, 2000 from
$3.4 million for the three months ended March 31, 1999. 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 relatively consistent as a percentage of total
revenues for the three months ended March 31, 2000 and 1999.
General and administrative. General and administrative expenses increased
35.4% to $2.7 million for the three months ended March 31, 2000 from $2.0
million for the three months ended March 31, 1999. 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. As a percentage of revenues, general and administrative expenses have
remained consistent for the three months ended March 31, 2000 and 1999.
Depreciation. Depreciation expense increased 108.3% to $452,000 for the three
months ended March 31, 2000 from $217,000 for the three months ended March 31,
1999. The increase in depreciation expense was principally due to purchases of
computer equipment and software to support organizational growth.
Stock option and related expenses. The Company recognized $96,000 in non-cash
compensation expense for each of the three months ended March 31, 2000 and 1999
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 2000 and 2001. In addition, in
the three months ended March 31, 2000, the Company recognized $940,000 in
compensation expense reflecting additional Federal Insurance Corporation Act
("FICA") taxes as a result of the taxable income that the employees recognized
upon the exercise of common stock options in conjunction with the Secondary
Offering.
Provision (benefit) for income taxes. The Company recorded a provision for
income taxes of $1.7 million and a benefit for income taxes of $1.4 million for
the three months ended March 31, 2000 and 1999, respectively. The difference in
the effective income tax rates for the three months
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ended March 31, 2000 and 1999, primarily reflects the termination of the S
corporation status just prior to the initial public offering in February 1999
and the benefit of Federal income tax incentives associated with the location
of its new office facilities. Prior 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 Initial Public Offering, the Company terminated its "S" corporation status
and is now subject to Federal and state taxes at prevailing corporate rates.
Gross profit trend. Historically, the gross margin (gross profit as a
percentage of total revenues) has fluctuated based upon the growth in revenues
offset by the cost of delivering best practices research studies, the timing of
executive education seminars, the volume of customized research briefs and the
hiring of personnel. Accordingly, the gross margin for the three months ended
March 31, 2000, may not be indicative of future results.
Liquidity and capital resources
Cash flows from operating activities. 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
historically resulted in net positive cash flows provided by operating
activities. The Company generated net cash flows from operating activities of
$12.0 million and $7.3 million for the three months ended March 31, 2000 and
1999, respectively. For the three months ended March 31, 2000, operating cash
flow was generated by net income and the collection of membership fees
receivable offset by a decrease in deferred revenues, in accounts payable and
accrued liabilities and in accrued incentive compensation. For the three months
ended March 31, 1999, operating cash flow was generated principally by net
income and the collection of membership fees receivable offset by a decrease in
deferred revenues. As of March 31, 2000, the Company had cash and cash
equivalents and marketable securities of $47.2 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.
Cash flows from investing activities. Net cash used in investing activities
during the three months ended March 31, 2000 was $6.7 million compared with net
cash provided by investing activities during the three months ended March 31,
1999 of $3.4 million. Net cash used in investing activities during the three
months ended March 31, 2000, is attributed to the additional investment in
computer equipment and software and the purchase of marketable securities. Net
cash provided by investing activities during the three months ended March 31,
1999, is attributed to the repayment of a $6.5 million note receivable from the
former sole stockholder, offset principally by the purchase of marketable
securities.
Cash flows from financing activities Net cash provided by financing
activities during the three months ended March 31, 2000, was $3.7 million and
net cash used in financing activities during the three months ended March 31,
1999, was $7.2 million. Net cash provided by financing activities during the
three months ended March 31, 2000, was primarily attributed to receipt of the
cash from the exercise of stock options in association with the Secondary
Offering. In addition, the Company entered into agreements with certain
employees prior to the Spin-off relating to the repurchase of
12
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stock options at fixed amounts. The Company paid $1.6 million related to these
agreements in the three months ended March 31, 2000 and is obligated to pay an
addition $3.1 million in 2000. Net cash used in financing activities during the
three months ended March 31, 1999, was attributable to a distribution to the
former sole stockholder prior to the Initial Public Offering of $4.0 million
and the payment of offering costs of $911,000. In addition, the Company paid
$2.9 million related to the agreements with certain employees prior to the
Spin-off relating to the repurchase of stock options at fixed amounts. The
former sole stockholder and the Company also agreed to pay a special bonus to
selected employees of $2.4 million. The amount was paid at the date of Initial
Public Offering, 60%, or $1.4 million, in shares of common stock owned by the
former 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 Company's headquarters
office lease. The Company pledged certain assets as collateral under the letter
of credit agreement.
13
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to interest rate risk primarily through a portfolio of
cash equivalents and marketable securities, which is designed for safety of
principal and liquidity and consists primarily of Washington, D.C. municipal
and agency fixed income securities. This portfolio is subject to inherent
interest rate risk as investments mature and are re-invested at current market
interest rates. The Company currently does not use derivative financial
instruments to its portfolio risk or income profile.
14
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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:
On January 31, 2000, the Company filed a Current Report on Form 8-K
which included the Company's audited financial statements as of and for
the three years ended December 31, 1997, 1998 and 1999, and related
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
15
<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: May 12, 2000
16
<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 month period ended March 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 28,696
<SECURITIES> 1,025
<RECEIVABLES> 11,165
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 56,987
<PP&E> 11,372
<DEPRECIATION> 0
<TOTAL-ASSETS> 108,172
<CURRENT-LIABILITIES> 60,315
<BONDS> 0
0
0
<COMMON> 154
<OTHER-SE> 46,835
<TOTAL-LIABILITY-AND-EQUITY> 108,172
<SALES> 20,784
<TOTAL-REVENUES> 20,784
<CGS> 8,477
<TOTAL-COSTS> 16,967
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,406
<INCOME-TAX> 1,718
<INCOME-CONTINUING> 2,688
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,688
<EPS-BASIC> 0.19
<EPS-DILUTED> 0.16
</TABLE>
