UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the fiscal year ended December 31, 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)
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)
Securities registered pursuant to Section 12(b) of the Act: Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
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 [_]
Based upon the closing price of the registrant's common stock as of March 17,
2000, the aggregate market value of the common stock held by non-affiliates of
the registrant is $855,360,365.*
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEEDING 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 March 17, 2000, The Corporate Executive Board Company had outstanding
15,392,265 shares of Common Stock, par value $0.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part of
the Form 10-K into which the document is incorporated:
(1) Portions of the definitive Proxy Statement for the Annual Meeting of
the Stockholders to be held on May 25, 2000, to be filed within 120
days after the end of the registrant's fiscal year are incorporated by
reference into Part III, Items 10 - 13 of this Form 10-K.
________________________________________________________________________________
* Solely for purposes of this calculation, all executive officers and directors
of the registrant and all shareholders reporting beneficial ownership of more
than 5% of the registrant's common stock are considered to be affiliates.
A note about forward looking statements
We have made forward-looking statements in this Form 10-K, including the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations", that are based on our management's beliefs and
assumptions and on information currently available to our management. Forward-
looking statements include the information concerning our possible or assumed
results of operations, business strategies, financing plans, competitive
position and potential growth opportunities. Forward-looking statements include
all statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believes", "expects",
"anticipates", "intends", "plans", "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these forward-
looking statements. You should not put undue reliance on any forward-looking
statements. We do not have any intention or obligation to update forward-looking
statements after we distribute this Form 10-K.
You should understand that many important factors could cause our results to
differ materially from those expressed in these forward-looking statements.
See "Business--Risk Factors".
PART I
Item 1. Business.
Overview
We provide "best practices" research and analysis 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.
We were incorporated on September 11, 1997. Our business was operated as a
division of The Advisory Board Company until October 31, 1997 when the business
was contributed to us and spun-off to The Advisory Board Company's sole
stockholder. On February 23, 1999, certain of our stockholders sold 9,415,280
shares of our common stock in an initial public offering. In addition, during
the first fiscal quarter of 2000, certain of our stockholders sold 5,511,515
shares of our common stock in a secondary public offering.
We provide research and analysis on an annual subscription basis to a
membership of 1,480 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 content database and other services.
For each of the last three years, our program renewal rate (defined as the
percentage of prior year's membership subscriptions renewed, adjusted to reflect
reductions in membership resulting from mergers and acquisitions of members)
equaled or exceeded 84%. More than 70% of the Fortune 500 companies are members
of the Corporate Executive Board.
Our membership-based model, in which all subscribers (or "members")
participate in our research and analysis, is central to our business strategy.
This model gives us access to the best business practices of our members and
enables us to provide comprehensive analysis on current business issues,
assessing the collective experiences and knowledge of our members on leading-
edge topics. By participating in the Corporate Executive Board, members can
learn about the best practices of the most progressive corporations in the world
at a fraction of the cost of a customized analysis performed by any of the major
consulting firms. We do not believe that in-house research and analysis
departments at individual corporations could obtain, at any price, similar
information from other corporations about their management practices.
In general, our membership comprises the most progressive competitors in each
industry sector. Representative members include American Express, British
Airways, Citigroup, Coca-Cola, Dell, Deutsche Bank, eBay, Hewlett-Packard,
Lucent, Merrill Lynch, Microsoft, Procter & Gamble, Xerox and Yahoo!. No one
member accounted for more than 2% of revenues in any of the last three fiscal
years. We do not know of any other entity that enables corporations to study a
broad range of the best business practices of hundreds of other business
enterprises for fixed, annual subscription fees.
We currently offer 13 discrete subscription programs, each focusing on a
single business constituency:
. human resources,
. corporate strategy,
. information technology,
. sales,
. finance,
. legal,
. marketing,
. employee retention,
. retail banking,
. business banking,
. trust and private banking,
. insurance and
. bank operations.
We added four new subscription programs during the past two years and
anticipate adding two to three new subscription programs per year for the
foreseeable future. Each subscription program charges a separate fixed annual
subscription fee and is served by a dedicated staff of analysts and researchers.
Subscriptions generally are renewable on a 12-month basis. The average price per
subscription program at December 31, 1999 was $28,900. In 1999, we published 44
best practices research studies, completed over 11,000 customized research
briefs and provided executive education services to 1,298 member corporations
reaching over 30,000 executive participants. Our 243 analysts and researchers
have compiled a proprietary database of 305 best practices research studies and
33,000 customized research briefs.
Our revenue and costs have grown at compound annual rates of 37.4% and 25.4%,
respectively, from December 31, 1996 through December 31, 1999. Because each
subscription program provides our membership with standardized best practices
research studies and executive education seminars, new members immediately add
to our revenues while only incrementally increasing our operating costs. Our
growth strategy is to cross-sell additional subscription programs to existing
members, to add new members and to develop new subscription programs and
research products.
Industry Background
Corporations today are experiencing greater competitive demands and facing
increasingly complex strategic and operational issues. The globalization of the
economy, the transformation from an industrial era to an information age, the
accelerating pace of technological change and the emergence of e-commerce are
dramatically altering the business environment. In response to these trends,
companies are exploring new business strategies as well as reevaluating the
performance of individual departments within their organizations in order to
maintain their competitive edge. The pace of change is driving a greater
interest in gaining access to leading management practices and solutions to
common business problems on a cross-industry basis.
Capitalizing on the growing demand for information on business and management
issues, the professional information services industry has experienced
significant growth over the past few years. Participants in the industry have
approached the market for business-focused information by offering a variety of
products and services, including market research, strategic planning,
implementation services and educational programs. Services also differ by the
level of engagement, with some offering project-driven or long-term consulting
contracts, and others providing continuous research publishing. Within this
broad industry, the management-consulting segment and the training and
development segment have emerged as key segments, representing $53 billion and
$60 billion in 1998 revenues, respectively. Other entities, such as trade
associations, non-profit think tanks and research and database companies, also
offer research, consulting and education services.
We offer a distinctive approach that combines many of the benefits of general
management consulting and training and development firms. Our research and
analysis covers the same major business issues generally addressed by management
consulting firms, such as issues concerning managing growth, reducing costs,
outsourcing and developing strategy. What makes our approach distinctive is that
we provide the same, standardized product to our entire membership at a fraction
of the cost of consulting services to each individual member. In common with
training and development firms, we offer education services both on-site at
member institutions and in large multi-company settings. Unlike training and
development firms, which typically invest only periodically in new curriculum
development, our curriculum is constantly updated by our best practices research
organization. Another distinguishing characteristic is the seniority and breadth
of our audience: we brief executive and senior management staff drawn from a
broad range of industry sectors, business units and departments. Because of our
high quality research product, unique approach to the market and network of
leading companies, we believe that we offer our customers a superior value
proposition.
Business Strategy
Our goal is to research and analyze the most pertinent and timely strategic
and operational issues facing our membership, and to distribute the results of
this analysis to our membership in the most efficient, effective and helpful
manner. Our membership model allows us to draw upon a large and growing universe
of issues and solutions of relevance to today's leading corporations. We
actively engage our membership to help focus our research on the challenges of
the current business environment and to maintain and enhance our position as the
leading provider of best practices research and analysis.
. Maintain Membership-Based Model. We believe that our membership-based model
is key to our success. We continually strive to increase our ties to our
members. We encourage members to view us as their proprietary off-site
research facility. Our fixed-fee economic model promotes frequent use of
our products and services. We believe that member satisfaction grows as
members access
more of our services, and that the growing roster of satisfied members
validates our business model and induces new members to join the Corporate
Executive Board.
. Focus on Best Practices Research. The focus of our work is on researching
best-demonstrated business and management practices. Many large
corporations believe that there are research economies and other benefits
that can be realized by learning from the experiences of similar entities
facing common business problems. We believe that there will be a continuing
desire on the part of progressive corporations to access ever-evolving
solutions to these common business problems. We believe that our success to
date has uniquely positioned us as a leading source for identifying,
studying, evaluating and communicating these evolving solutions.
. Continue Research and Analysis Excellence. We believe that the quality of
our research and analysis has driven our success. We regularly interact
with senior executives at member institutions to identify the most
important strategic and operational issues for research and analysis.
Experienced program directors are responsible for assuring that our
research methodology is applied to all studies and that research quality is
maintained across all subscription programs. We are highly selective in our
hiring, recruiting only the top graduates of the leading universities and
graduate schools. Furthermore, we emphasize continual training of all
employees in key areas, including industry analysis, economics,
quantitative modeling, root-cause analysis and presentation skills.
. Build Membership Network. As our research programs grow in size and
influence, we are constantly expanding our network of executives at our
member companies. We believe that the growth of this network benefits
members by increasing the number of executives they can contact for
information, and by providing them with access to a broader range of
companies. We believe that these positive "network effects" further
strengthen our membership-based business model.
. Leverage Economic Model. We derive all of our revenues from annual fees for
our subscription programs. A large portion of our costs of delivering our
products and services in each subscription program are fixed and do not
vary with the number of subscribers. We expect to increase revenues and
improve program-operating margins as we add new members to our subscription
programs.
Growth Strategy
We believe that demand for our services will continue to grow, as even the
most prestigious corporations recognize the need to improve their performance
and seek access to other companies' solutions to common corporate problems. Our
growth strategy centers on leveraging the formula that we have developed across
the past decade by cross-selling subscription programs to existing members,
adding new members and developing new subscription programs and research
products.
. Cross-Sell Additional Subscription Programs to Existing Members. On
average, members currently participate in 1.9 subscription programs. We
actively are cross-selling additional programs to our members and believe
that most members are potential participants in approximately five to six
of our current subscription programs, which are directed at corporate staff
positions maintained by most major companies. We believe that cross-selling
opportunities will increase as we develop new subscription programs.
. Add New Members. We have targeted more than 1,500 additional institutions
worldwide as potential new members, including corporations with revenues
greater than $500 million and financial institutions with assets in excess
of $1 billion. We are also exploring opportunities to expand our target
company universe to include smaller companies as well as large firms in
parts of the world, such as Asia, where we have not actively marketed our
services in the past.
. Develop New Subscription Programs. We currently offer subscription programs
covering 13 business constituencies. We have added four new subscription
programs during the past two years. We also have identified 25 additional
corporate constituencies we might target as we develop new research
programs. This list includes both opportunities to serve large corporate
functions we do not serve today, as well as new product extensions within
existing research programs, such as our new Employee Retention program
within the Human Resources constituency. These product extensions create
new revenue streams while taking advantage of our established areas of
expertise and member constituencies.
The Membership Network
Our membership-based model, in which all subscribers (or "members")
participate in our research and analysis, is central to our business strategy.
This model gives us access to the best business practices of our members and
enables us to provide comprehensive analysis on current business issues,
assessing the collective experiences and knowledge of our members on leading-
edge topics. By participating in the Corporate Executive Board, members can
learn about the best practices and access tools and frameworks of the most
progressive corporations in the world at a fraction of the cost of a customized
analysis performed by any of the major consulting firms. We do not believe that
in-house research and analysis departments at individual corporations could
obtain, at any price, similar information from other corporations about their
business practices. We believe that there is no other entity that enables
corporations to study a broad range of the business practices of hundreds of
other business enterprises for fixed annual subscription fees.
We regularly interact with senior executives at member institutions to
identify the most important strategic and operational issues for research and
analysis and continually strive to increase our ties to our members. Our
products and services are available exclusively to members. Our fixed-fee
economic model promotes frequent use of our products and services. We encourage
members to view us as their proprietary off-
site research facility. We believe that member satisfaction grows as members
access more of our services, and that the growing roster of satisfied members
validates our business model and induces new members to join the Corporate
Executive Board.
More than 70% of Fortune 500 companies are members of the Corporate Executive
Board. At December 31, 1999, we had 1,480 members. Our membership includes
26,000 executives at member companies in each sector who are registered users of
our Web sites. Selected members that are representative of our membership base
are identified in the following table:
CHEMICALS CONSUMER PRODUCTS ENERGY
Bayer Corporation Anheuser-Busch Companies, Inc. BP Amoco PLC
The Dow Chemical Company British Airways PLC Enron Corporation
Eastman Chemical Company Cadbury Schweppes PLC Mobil Corporation
E.I. du Pont de Nemours & Co. The Coca-Cola Company PacifiCorp
Imperial Chemical Industries p.l.c. The Gillette Company Shell International Limited
Monsanto Company Nabisco, Inc. Texaco Inc.
NIKE, Inc. TransCanada Pipelines Limited
The Procter & Gamble Company
Unilever PLC
FINANCIAL SERVICES INSURANCE MANUFACTURING
American Express Company Aetna Inc. 3M
Barclays Bank PLC The Allstate Corporation ABB Asea Brown Boveri
Charles Schwab & Co., Inc. CIGNA Corp. The Boeing Company
The Chase Manhattan Corporation John Hancock Mutual Life Insurance Company Ford Motor Company
Citigroup Inc. New York Life Insurance Company General Electric Company
Deutsche Bank AG The Prudential Insurance Company of Lockheed Martin Corporation
Fidelity Investment Co. America Philips Electronics NV
Merrill Lynch and Co., Inc. State Farm Companies Siemens Corporation
MEDIA AND PUBLISHING RETAIL TECHNOLOGY/INTERNET
British Sky Broadcasting Group plc Best Buy Co., Inc. America Online Inc.
Comcast Corporation The Gap, Inc. Compaq Computer Corporation
Dow Jones & Company, Inc. The Home Depot, Inc. Dell Computer Corp.
The McGraw-Hill Companies The Limited, Inc. eBay Inc.
The New York Times Company L.L. Bean, Inc. Electronic Data Systems Corporation
The Thomson Corporation McDonald's Corporation Hewlett-Packard Company
Time, Inc. Sears Roebuck and Co. Intel Corporation
The Washington Post Company Starbucks Coffee Company Lucent Technologies Inc.
Microsoft Corp.
Sony Corporation
Sun Microsystems, Inc.
Xerox Corporation
Yahoo! Inc.
TELECOMMUNICATIONS INSTITUTIONAL
AT&T Corporation Department of Commerce
Bell Atlantic Corporation Department of Treasury
Bell Canada Duke University
BellSouth Corporation Harvard University
British Telecommunications p.l.c. National Security Agency
GTE Corporation University of Virginia
MCI WorldCom
Nokia Group
US WEST Inc.
Memberships are renewable annually. The following table sets forth information
with respect to members, subscriptions and renewals at the dates shown:
December 31,
----------------------
1997 1998 1999
------ ------ ------
Subscription programs............................................................... 9 10 12
Member institutions(1)(2)........................................................... 1,151 1,333 1,480
Total membership subscriptions(2)................................................... 1,808 2,263 2,790
Average subscription programs per member(2)......................................... 1.57 1.70 1.89
Program renewal rate(3).............................. 85% 85% 84%
______________
(1) Our members are primarily domestic and multinational corporations and
secondarily large subsidiaries of corporations and non-profit institutions.
(2) This information includes our estimate of pending membership renewals and an
estimate of members who will discontinue their membership prior to their
annual renewal date in the subsequent year.
(3) For the year then ended. Program renewal rate is defined as the percentage
of memberships renewed, adjusted to reflect reductions in memberships
resulting from mergers and acquisitions of members.
Products and Services
General
Our research products and services are renewable, membership-based
subscription programs that focus on identifying, analyzing and describing best-
demonstrated management practices. In 1999, we published 44 best practices
research studies, delivered over 11,000 customized research briefs and provided
executive education services to 1,298 member corporations reaching 30,000
executive participants. In general, our research focuses primarily on
identifying best demonstrated management practices, and secondarily on
critiquing widely-followed but ineffective practices. Our staff of 243 analysts
and researchers conducted thousands of company interviews in 1999, focusing on a
large number of substantive areas, including e-business, compensation, employee
relations, training, finance, cost management, performance metrics, risk
management, marketing, sales, new product development and strategic alliances.
We believe that we add value by focusing the attention of senior management on
important issues and providing an unbiased, objective analysis of best practices
currently employed by the most successful corporations in the world for dealing
with those issues.
Our research programs offer a cost-effective, time-efficient opportunity
for senior executives to learn from the practices and experiences of other
corporations from around the world. Member institutions can participate in one
of our subscription programs for a fraction of the cost of proceeding
independently either through an internal research effort or through engaging a
management consulting firm.
Each subscription program is guided by a 12- to 18-month agenda. Each
subscription program has a research director who is responsible for applying our
research methodology to produce best practices studies and for maintaining
research quality across all subscription program services. Using fax and
electronic polls, steering sessions and one-on-one interviews, the subscription
program's director works closely with the membership of that program to identify
agenda topics of shared interest and to set the subscription program's research
priorities. Each subscription program is staffed by a dedicated team of
researchers, analysts and instructors who collectively research and write the
best practices studies, complete the customized research briefs and present the
findings to the program's membership.
We currently offer the following 13 subscription programs, each targeting a
specific group of senior executives within a corporation's headquarters or
divisions:
Subscription Year
Program Name Introduced Constituency Membership Base
- ------------ ---------- ------------ ---------------
Council on Financial Competition 1983 Retail banking: executives in line Commercial banks,
management, marketing and consumer credit lenders
brand management
Business Banking Board 1986 Business banking: executive vice Commercial banks
presidents of commercial banking and nonbank lenders
The VIP Forum 1989 Trust and private banking: executives Brokerage houses,
in marketing and line management commercial, trust
and private banks,
mutual fund companies
Insurance Advisory Board 1991 Insurance: senior marketing executives Insurance providers
Operations Council 1992 Bank operations: senior Commercial banks
vice presidents of bank operations
Corporate Leadership Council 1993 Human resources: senior human Corporations across
resources executives all industries
Corporate Strategy Board 1996 Corporate strategy: senior corporate Corporations across
strategists all industries
Working Council for Chief 1997 Information technology: chief Corporations across
Information Officers information officers all industries
Sales Executive Council 1997 Sales: senior sales executives Corporations across
all industries
Working Council for Chief 1998 Finance: chief financial officers Corporations across
Financial Officers all industries
General Counsel Roundtable 1999 Legal: general counsels Corporations across
all industries
Marketing Leadership Council 1999 Marketing: chief marketing officers Corporations across
all industries
Forum for Workforce Engagement 2000 Employee retention: senior human Corporations across
resources executives and line managers all industries
Our subscription programs provide members an integrated set of products and
services for a single annual fee. Each program provides its members with a
combination of:
. best practices research studies,
. executive education services,
. customized research briefs, and
. on-line access to the program's content database and other services.
A description of each service follows.
Best Practices Research Studies
Each subscription program generally publishes two to five best practices
research studies annually, each addressing a specific corporate issue or problem
identified in the research agenda. We design each best practices study to
present the conclusions and supporting best practices in a graphical format,
enabling the intended audience quickly to assimilate the 50 to 200 pages of
research content. We create each report using our structured research
methodology: topic selection, root cause analysis, secondary research, primary
interviewing, analysis of findings and report writing. Each program director can
call upon the support of the Chief Research Officer and his staff to provide
assistance in framing arguments, screening best practices, developing on-line
deliverables and editing studies and their derivative executive education
curriculum content.
In the course of researching a best practices study topic, the research
team typically will review thousands of pages of business and academic
literature to ground their understanding of the issues. They then will initiate
the research process to identify and evaluate specific business processes,
strategies and management practices, typically conducting hundreds of in-depth
interviews with corporations, industry experts, management consultants and
academic leaders. During the course of its research, a team generally analyzes
and evaluates dozens of specific management practices in an attempt to isolate
the five to 15 most important practices worthy of potential implementation by
members, separating out demonstrated and proven business practices and disposing
of those concepts, whether popular or conventional, that largely have failed.
The following table lists selected agenda topics for each of our 12
subscription programs as of year end 1999. We chose these topics because we
believe them to be representative of the agenda topics for our subscription
programs:
Program Name Representative Best Practices Report Titles
------------ -------------------------------------------
Council on Financial Competition Present at the Creation: Redefining Traveling by Daylight: Using Profitability
Competitive Advantage Through Data-Driven Information to Guide the Retail Financial
Marketing and Management Institution
Business Banking Board Escaping the Commodity Trap: Strategies for The Chosen Few: Focusing the Enterprise
Competing in an Economically Rational Market on Strategic Customers
The VIP Forum The "Newly Wealthy": Cultivating and Serving Beyond Customer Satisfaction: A Quantitative
Wealthy Customers Analysis of Satisfaction in the Affluent
Market
Insurance Advisory Board Essential Growth: Strategies for Identifying The New Gold Standard: Restoring
New Insurer Growth Opportunities Profitability Through Customer Value
Management
Operations Council Retail Teleservicing: Achieving Operational Competing Against Scale: Best Practices in
Excellence in Financial Services Call Centers ACH Processing
Corporate Leadership Council Forced Outside: Leadership Talent Sourcing The Employment Brand: Building Competitive
and Retention Advantage in the Labor Market
Corporate Strategy Board Strategic Challenges in the New Economy: Stall Points: Barriers to Growth for the
Twelve Driving Forces Large Corporate Enterprise
Working Council for Chief Financial Great Leap Forward: Launching E-Business Creating Business Advantage: Models for
Officers at the Large Corporation Partnering with the Line
Sales Executive Council Restoring the Balance of Power: Profiting from Perfecting the Sales Channel: Economics and
Strategic Customer Relationships Impact of the New Electronic Marketplace
Working Council for Chief Financial Motivating and Rewarding Growth: Finance's The Agile Enterprise: Frontier Practices for
Officers Role in Supporting Growth Long-Term Value Creation
General Counsel Roundtable A New Horizon: Implications of the New Innovative Career Pathing: Overcoming the
Economy for the General Counsel Limits of Flat Organizational Structures
Marketing Leadership Council Marketing in the Internet Era: Leading Practices Managing the Brand Portfolio: Diagnosing
for the "Extended" Marketing Organization Brand Portfolio Health
Executive Education
We provide our executive education curriculum, which is based on our
proprietary best practices research, to member companies worldwide. We deliver
executive education services through two primary channels--general membership
meetings and, in some programs, tailored on-site seminars. Our executive
education provides lively, interactive forums for reinforcing our textual best
practices research studies.
In 1999, we delivered executive education services to 1,298 member
companies, reaching 30,000 executive participants. Each subscription program
hosts a series of general membership meetings, where we present the most
important research findings from the annual agenda to groups of ten to 200
members. In 1999, we hosted 79 member meetings in North America, Europe and
Australia/Asia.
As an example, the following table sets forth the general membership
meetings hosted in 1999 by the Corporate Leadership Council, our human resources
subscription program, which has the largest membership base of any of our
subscription programs. The Corporate Leadership Council was selected because we
believe that the meetings hosted by this subscription program are representative
of the meetings hosted by our subscription programs. Each subscription program
hosts similar general membership meetings.
Meeting Date Meeting Location Target Audience
------------ ---------------- ---------------
January 8 San Francisco, CA HR Staff & Line Managers
January 25-26 Washington, D.C. HR Staff & Line Managers
February 8-9 Sydney, Australia HR Executives
February 10 Sydney, Australia HR Staff & Line Managers
May 10-11 Washington, D.C. HR Executives
September 9-10 Washington, D.C. HR Executives
September 23-24 Washington, D.C. HR Executives
October 4-5 Washington, D.C. HR Executives
October 12-13 Palo Alto, CA HR Executives
October 15 Atlanta, GA HR Staff & Line Managers
October 20 Chicago, IL HR Staff & Line Managers
October 25 New York, NY HR Staff & Line Managers
October 28-29 Washington, D.C. HR Executives
November 1-2 London, England HR Executives
November 3 London, England HR Staff & Line Managers
November 15 Toronto, Canada HR Staff & Line Managers
December 1-2 Washington, D.C. HR Executives
December 6-7 Washington, D.C. HR Executives
Certain subscription programs also provide on-site executive education
seminars as part of their membership services. Once a year, those members
entitled to an on-site seminar can schedule a Corporate Executive Board faculty
member to travel to their corporation to deliver an executive education module,
typically a one- to three-hour lecture, case study or facilitated working group
discussion, of the member's choice. In 1999, we conducted 1,148 on-site seminars
at member corporations.
We deploy a staff of 19 full-time and part-time faculty who conduct the on-
site education seminars. We update our library of executive education modules
throughout the year as we translate new best practices research into executive
education content.
As an example, the following table sets forth current executive education
modules available for on-site seminars to members of the Corporate Leadership
Council. We selected the Corporate Leadership Council because we believe that
the executive education modules offered by this subscription program are
representative of the executive education modules offered by those subscription
programs that offer on-site education.
Module Target Audience
------ ---------------
Role of Human Resources in the New Corporate Headquarters HR Management Teams
Strategic Implications of the New Economy HR Management Teams
Transforming the HR Function HR Executives
Revolutionizing Transactional Service Delivery HR Executives
Roles and Priorities in the New Economy HR Management Teams
Accelerating the Development of Rising Leaders HR Executives, Executive Development and
Succession Planning Teams
Leadership Talent Sourcing and Retention HR Management Teams, Recruiting and Staffing Teams
Research Briefs
Members of most subscription programs may assign short-answer, customized
research requests. Individual briefs may take the form of a literature search,
vendor profile, data retrieval or original primary and secondary research,
depending upon the need of the requesting member. In 1999, we completed over
11,000 customized assignments.
Once initiated, each customized research effort takes several days
(approximately eight days on average) to complete, depending on the depth of the
information request, the type of research product desired and the time
requirements of the member. Researchers typically begin their inquiry with a
review of our proprietary research archives and then conduct a broad literature
search to identify relevant background material and practices.
In addition, certain subscription programs produce a series of short
research briefs (20-50 pages) that address issues of critical interest to the
membership. Projects are generated through an ongoing dialogue between members
and research managers and are executed over the year by the research staff.
Written research briefs generally contain five case studies or profiles of
interviewed institutions, highlighting significant trends, successful practices
and comparative responses to a range of questions. After we have completed and
delivered the written brief to the requesting member, we make the best of these
briefs accessible to other members through proprietary databases. Members are
able to search, select, view and print research briefs directly from the
subscription program database at no additional charge.
We believe that the research service of our subscription programs builds
our proprietary databases, serves as an excellent marketing tool for attracting
new members and encourages members to view us as a reliable and effective
resource for primary research.
The following table sets forth sample report topics of customized research
briefs that we have undertaken in the recent past:
Sales Executive Council
. Team-Based Selling
. Developing Electronic Commerce Channels
. Intermediary Management
. Customer Mix Management
. Sales Force Integration with New Product Launches
Working Council For Chief Information Officers
. SAP Implementation Contracting
. Digital Asset Management
. Knowledge Management Intranets
. The Role of the Project Office: Embedding Project Management Discipline
. Global IT Organization
Corporate Strategy Board
. Advertising and Sponsorship on the Web
. Best Practices in M&A Execution
. Asia Pacific Region Business Climate
. Assessing Risk Dimensions of New Market Opportunities
. Centralized Sourcing of Consultants
Corporate Leadership Council
. Best Practice in Call Center Operations
. Creating a Customer Service Culture
. Diversity Initiatives at Financial Services Institutions
. Developing a Corporate University or Learning Center
. Gainsharing Programs for Hourly Employees
Operations Council
. Policy & Procedure Dissemination Tactics
. Lockbox Transmission Details
. ATM Support Services
. Automated Investment Accounting Systems
. Practices for Handling Peak Check Volumes
Insurance Advisory Board
. Channel Management and Direct Insurance Distribution
. New Business Processing & Post-Sale Support for Intermediaries
. Group Life & Health Renewal Process
. No-Load and Low-Load Whole Life Insurance Products
. Group Disability Insurance Marketing
Business Banking Board
. ACH Credit Lines
. Acquiring and Retaining Small Business Accounts
. Asset Securitization for Middle Market Customers
. Turnkey 401(k) Products for Small Businesses
. Benchmarking the Commercial Credit Underwriting and Approval Process
The VIP Forum
. Asset Management Organizational Structures & Compensation Practices
. Australian Private Banking Overview
. Niche Segmentation Strategy Implementation
. Personal Banking Programs
. Centralized Credit Underwriting for Private Banking Departments
Council On Financial Competition
. The Global Account Market
. Customer Privacy
. Branch Site Selection Procedures in Spanish Speaking Countries
. Customer Referral Programs
. Branding Issues Associated with Bank Mergers and Acquisitions
On-Line Proprietary Databases
Each subscription program maintains a proprietary database of best practices
and, in some cases, quantitative survey data accessible only to members of the
subscription program. We continually update our growing proprietary databases
with new corporate practices, quantitative performance data and related
information supplied by other members and derived by our researchers. We include
all information and graphics generated in best practices research studies and
customized research briefs in the databases and make them accessible to member
executives and our staff.
Our proprietary databases currently include 305 best practices research
studies and 30,000 customized research briefs containing over 120,000 profiles
of corporate practices.
Since 1996, we have been offering our members internet access to research
content and other services through password-protected sites. We believe that the
internet provides a convenient means for members to commission customized
research briefs, browse and download the electronic library of research studies
and graphics, review executive education modules and meeting schedules and
communicate with our staff and other members.
Pricing
We sell memberships in the Corporate Executive Board subscription programs as
renewable one-year agreements. Agreements generally are paid in full within
three months of the start of the subscription period. At December 31, 1999, the
average price for a subscription program was approximately $28,900. The actual
price varies by size of member and by subscription program, and may be lower for
charter subscribers to new subscription programs. By spreading our costs across
a broad membership and offering a largely standardized research product, we are
able to charge fees that are a small fraction of the typical engagement fees of
specialized research or consulting firms.
We offer an unconditional service guarantee to our members. At any time, a
member may demand a pro rata refund of its subscription fee for a program. In
1999, members requested refunds for nine subscriptions out of over 2,200.
Sales and Marketing
We market an integrated set of services, consisting of best practices research
studies, executive education, customized research briefs and on-line access to
our proprietary databases, for a fixed fee per subscription program. We believe
that this marketing strategy highlights the value to members of our range of
services and emphasizes the membership nature of our business model, actively
engaging the membership and reinforcing members' commitment to the Corporate
Executive Board.
At December 31, 1999, our sales force consisted of 42 new business development
representatives who are responsible for selling new memberships to assigned
geographic market segments in the United States and abroad, as well as 39 member
services representatives who are responsible for servicing and renewing existing
memberships. We have invested extensively in the expansion of our direct sales
force in order to continue the growth of our member base. Our sales and member
services staff is based at our headquarters in Washington, D.C. We maintain an
additional sales and member services office in London, England.
The separation of responsibility for new membership sales and membership
renewal reflects the varying difficulty and cost of the respective functions.
New business development representatives are compensated with a base salary and
variable, goal-based incentive bonuses and travel on average 60% of the time,
conducting face-to-face meetings with senior executives at prospective member
institutions. Member services representatives assume more of an in-house
coordinating role, conducting most of their responsibilities over the telephone.
Although we actively market our subscription programs throughout the year,
historically over 50% of all renewals have taken place in the fourth quarter of
the year.
Competition
We currently have few direct competitors, and those that do exist generally
compete only against a single subscription program. We compete indirectly
against other professional information services providers, including management
consulting firms, training and development companies, non-profit think-tanks and
research and database companies. We are not aware of any other entity that
enables corporations to study as broad a range of the best corporate management
practices for fixed annual subscription fees.
We believe that the principal competitive factors in our market include
quality and timeliness of research and analysis, reliable delivery, depth and
quality of the membership, ability to meet changing customer needs, superior
service and affordably-priced products. We believe we compete favorably with
respect to each of these factors.
The Advisory Board Company provides products and services to the health care
industry that are similar to the types of products and services that we
generally provide. We have entered into a noncompetition agreement with The
Advisory Board Company and David Bradley, its principal stockholder. The
noncompetition agreement generally prohibits us from competing with The Advisory
Board Company with respect to health care clients and issues and prohibits The
Advisory Board Company and Mr. Bradley from competing with us with respect to
non-health care clients and issues, other than products and services relating to
advertising, magazines and newspapers, and government relations and lobbying
activities. The agreement extends through December 31, 2003. See "Certain
Relationships and Transactions--Noncompetition Agreement."
Risk factors
We depend on renewals of our membership-based services.
We derive all of our revenues from annual membership subscriptions for our
products and services. Our prospects therefore depend on our ability to
achieve and sustain high renewal rates on existing subscription programs and
to enter into new membership arrangements. Failure to achieve high membership
renewal rate levels would have a material adverse effect on our operating
results. Our ability to secure membership renewals depends upon our ability to
deliver consistent, high-quality and timely research and analysis with respect
to issues, developments and trends that members view as important. We cannot
assure you that we will be able to sustain the necessary level of performance
to achieve a high rate of membership renewals. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business."
We cannot know in advance if new products will be successful.
Our future success will depend on our ability to develop new subscription
programs that address specific industry and business constituencies and the
changing needs of our current and prospective members for information,
analysis and advice. We cannot assure you that our efforts to introduce new
subscription programs will be successful. The process of internally
researching, developing, launching and gaining client acceptance of new
subscription programs is time-consuming, expensive and inherently risky.
Delays or failures during development or implementation, or lack of market
acceptance of new subscription programs, could have a material adverse effect
on our business, financial condition and results of operations. Our business,
financial condition and results of operations would be materially adversely
affected if we were unable to develop and introduce successful new
subscription programs or other new products, or to make enhancements to
existing subscription programs in a timely manner in response to member
requirements. See "Business--Products and Services."
We may experience difficulties in anticipating market trends.
Our future success also will depend upon our ability to anticipate rapidly
changing market trends and to adapt our research and analysis to meet the
changing information needs of our members. We may fail to continue to provide
helpful and timely research and
analysis of developments and trends in a manner that meets market needs. Any
such failure would have a material adverse effect on our business, financial
condition and results of operations. The industry and business sectors that we
analyze undergo frequent and often dramatic changes, including the
introduction of new and the obsolescence of old products, shifting strategies
and market positions of major industry participants and changing objectives
and expectations of users of members' products and services. This environment
of rapid and continuous change presents significant challenges to our ability
to provide our members with current and timely research and analysis on issues
of importance. Meeting these challenges requires the commitment of substantial
resources.
We rely heavily on certain key personnel.
Our future success will depend to a significant degree upon the continued
services of certain key management, research, sales and product development
personnel and on our ability to continue to motivate and retain these highly
qualified employees. If we are unable to retain and motivate these key
personnel, our results of operations will be adversely affected. Our key
personnel include Jeffrey D. Zients, the Chairman of our Board of Directors,
James J. McGonigle, our Chief Executive Officer, Clay M. Whitson, our Chief
Financial Officer, Sally Chang, our General Manager, Sales and Marketing, and
Derek C. M. van Bever, our Chief Research Officer.
We also must attract and retain a significant number of highly-skilled
employees.
Our future success also will depend upon our ability to hire, train,
motivate and retain a significant number of highly-skilled employees,
particularly research analysts and sales and marketing staff. Our inability to
do so would have a material adverse effect on our business. We have
experienced, and expect to continue to experience, intense competition for
professional personnel from management consulting firms and other producers of
research and analysis products and services. Many of these firms have
substantially greater financial resources than we do to attract and compensate
qualified personnel. We cannot assure you that we will be successful in
attracting a sufficient number of highly-skilled employees in the future, or
that we will be successful in training, motivating and retaining the employees
we are able to hire. See "Business--Employees."
We are restricted from selling our products and services to the health care
industry.
At the time of our initial public offering, we entered into an agreement
with The Advisory Board Company that restricts us from selling our membership-
based subscription products and services to companies principally engaged in
the health care business, although we may sell such products and services to
non-health care divisions or subsidiaries of health care companies. This
restriction may limit our future growth opportunities. See "Certain
Relationships and Transactions--Noncompetition Agreement" for a more detailed
discussion of this agreement.
Continued consolidation in the financial institution industry may adversely
affect our business.
The financial services industry is continuing to experience substantial
consolidation. This consolidation has resulted, and is expected to continue to
result, in a reduction in the number of our financial institution members. We
cannot assure you that this consolidation will not materially and adversely
affect our results of operations. At December 31, 1999, approximately 40% of
our Contract Value was attributable to financial institution members, which
include commercial banks, thrifts, credit unions, credit card issuers, mutual
fund companies, consumer credit lenders, brokerage houses, private and trust
banks and insurance companies. We calculate Contract Value as the aggregate
annualized subscription membership revenue attributed to all subscription
membership agreements in effect at a given time, without regard to the
remaining duration of any such agreement, including an estimate of pending
subscription membership renewals and an estimate of members who will
discontinue their membership prior to their annual renewal date in the
subsequent year.
We may experience fluctuations in operating results.
Our operating results may fluctuate significantly due to various factors,
including the growth in and timing of new memberships, the timing of the
development, introduction and marketing of new products and services, the
timing of the hiring of research analysts and sales and marketing staff,
changes in the spending patterns of our members, our accounts receivable
collection experience, changes in market demand for research and analysis,
foreign currency exchange rate fluctuations, competitive conditions in the
industry and general economic conditions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
We may be unable to protect our intellectual property rights.
We rely on copyright laws, as well as nondisclosure and confidentiality
arrangements, to protect our proprietary rights in our products and services.
We cannot assure you that the steps we have taken to protect our intellectual
property rights will be adequate to deter misappropriation of our rights or
that we will be able to detect unauthorized uses and take timely and effective
steps to enforce our rights. If substantial and material unauthorized uses of
our proprietary products and services were to occur, we would be required to
engage in costly and time-consuming litigation to enforce our rights. We
cannot assure you that we would prevail in such litigation. If others were
able to use our intellectual property, our ability to charge our fees for our
products and services would be adversely affected.
We may be exposed to litigation related to content.
As a publisher and distributor of original research and analysis and user
of licensed third-party content, we face potential liability for defamation,
negligence and copyright and trademark infringement. Any such litigation,
whether or not resulting in a judgment against us, could have a material
adverse effect on our financial condition and results of operations. Third-
party content includes information created or provided by information services
organizations and consultants whom we retain and may be delivered in writing,
over the internet or orally to clients.
We may be exposed to loss of revenue resulting from our unconditional service
guarantee.
We offer an unconditional service guarantee to our members. At any time, a
member may demand a pro rata refund of its subscription fee for a program.
Requests for refunds of subscription fees by a significant number of our
members could have a material adverse effect on our financial condition and
results of operations.
Employees
At December 31, 1999, we employed 509 persons. Of these employees, 485 were
located at our headquarters in Washington, D.C. and 24 were located at our
facilities in London, England. None of our employees is represented by a
collective bargaining arrangement. We believe that our relations with our
employees are favorable.
We believe strongly in a culture of meritocracy, rewarding key contributors
with opportunities for rapid professional growth and advancement as well as
competitive compensation. Training is a critical job component for all of our
employees, including industry analysis, economics, quantitative modeling, root-
cause analysis and presentation skills.
Item 2. Properties.
Our headquarters currently are located in approximately 90,000 square feet
of office space in Washington, D.C. The facility accommodates research,
marketing and sales, information technology, administration, graphic services
and operations personnel. We believe that our existing and planned facilities
will be adequate for our current needs and that additional facilities are
available for lease to meet future needs.
Item 3. Legal Proceedings.
The Company is not currently a party to, and its property is not subject
to, any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Our common stock has been quoted on the NASDAQ National Market under the
symbol "EXBD" since our initial public offering on February 23, 1999. As of
March 17, 2000, there were 34 stockholders of record of the common stock. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of our common stock as reported on the NASDAQ National Market.
High Low
---- ---
1999:
First quarter (from February 23, 1999)......... $27.875 $22.500
Second quarter................................. 39.000 25.000
Third quarter.................................. 41.375 31.375
Fourth quarter................................. 57.125 36.750
We have not declared or paid any dividend on our common stock since the
closing of our initial public offering. We do not anticipate declaring or paying
dividends in the foreseeable future. The timing and amount of future dividends,
if any, would be determined by our Board of Directors and would depend upon our
earnings, financial condition and cash requirements.
Item 6. Selected Financial Data.
The following table sets forth selected financial and operating data. The
selected balance sheet data presented below as of December 31, 1996, 1997, 1998
and 1999, and the selected statements of income data for each of the years in
the five-year period ended December 31, 1999, have been derived from our
financial statements which have been audited by Arthur Andersen LLP, independent
public accountants. The selected balance sheet data presented below as of
December 31, 1995 have been derived from our unaudited financial statements,
which have been prepared on the same basis as our audited financial statements.
You should read the selected financial data presented below in conjunction with
our financial statements, the notes to our financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Form 10-K.
Year Ended December 31,
--------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- -------- -------- ---- ----
(In thousands, except per share amounts)
Statements of Income Data:
Revenues...................................................................... $ 17,547 $27,283 $38,669 $53,030 $70,767
Costs and expenses:
Cost of services............................................................ 10,849 15,078 20,036 25,373 28,602
Member relations and marketing.............................................. 5,275 6,677 8,106 11,676 15,525
General and administrative.................................................. 2,589 3,832 5,660 6,920 8,485
Depreciation................................................................ 233 452 722 885 1,318
Stock option restructuring and repurchase and special
bonus plan(1)............................................................. 9,390 1,473 3,063 5,342 383
-------- ------- ------- ------- -------
Total costs and expenses................................................. 28,336 27,512 37,587 50,196 54,313
-------- ------- ------- ------- -------
Income (loss) from operations................................................. (10,789) (229) 1,082 2,834 16,454
Interest income............................................................... -- -- 122 786 1,114
-------- ------- ------- ------- -------
Income (loss) before provision (benefit) for income taxes..................... (10,789) (229) 1,204 3,620 17,568
Provision (benefit) for income taxes(2)....................................... (1,076) (23) 120 361 4,322
-------- ------- ------- ------- -------
Net income (loss)............................................................. $ (9,713) $ (206) $ 1,084 $ 3,259 $13,246
======== ======= ======= ======= =======
Earnings (loss) per share--basic(2)........................................... $ (0.78) $ (0.02) $ 0.09 $ 0.26 $ 1.00
Weighted average shares outstanding--basic.................................... 12,504 12,504 12,504 12,504 13,223
Earnings (loss) per share--diluted(2)......................................... $ (0.78) $ (0.02) $ 0.08 $ 0.22 $ 0.83
Weighted average shares outstanding--diluted.................................. 12,504 12,504 13,752 14,950 16,027
As of December 31,
------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
(In thousands)
Balance Sheet Data:
Cash, cash equivalents and marketable
securities................................................................... $ -- $ -- $12,691 $16,104 $33,074
Deferred income taxes......................................................... 1,100 956 1,150 1,438 8,047
Working capital............................................................... (3,530) (4,645) (5,005) (8,721) (11,610)
Total assets.................................................................. 18,568 23,107 39,868 48,928 81,764
Deferred revenues............................................................. 15,382 21,696 31,474 39,061 55,436
Total stockholders' equity (deficit).......................................... (7,205) (7,411) (5,042) (8,147) 10,846
December 31,
----------------------------
1997 1998 1999
------ ------ ------
Other Operating Data:
Subscription programs......................................................... 9 10 12
Member institutions(3)........................................................ 1,151 1,333 1,480
Total membership subscriptions(3)............................................. 1,808 2,263 2,790
Average subscription programs per member(3)................................... 1.57 1.70 1.89
Program renewal rate(4)....................................................... 85% 85% 84%
_____________
(1) Prior to our spin-off from The Advisory Board Company in October 1997, The
Advisory Board Company entered into agreements with certain employees to
repurchase outstanding stock options at fixed amounts. For background
information on the spin-off, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview." We assumed the
obligations under these agreements in the spin-off to the extent they were
attributable to our employees. We reflect the charges relating to these
agreements as stock option repurchase expenses over the required employment
period ending December 31, 1998. In addition, we substituted our stock
options for The Advisory Board Company stock options in the spin-off. The
terms of the stock option substitution resulted in compensation expense
being charged for the intrinsic value of certain stock options. We reflect
these charges as stock option restructuring expenses over the vesting period
of the options. We will continue to recognize compensation expense related
to certain
substitution agreements of approximately $0.4 million in 2000 and $0.2
million in 2001. Furthermore, in December 1998, we and our principal
stockholder at the time agreed to make certain payments in the aggregate
amount of $2.4 million to selected employees under a special bonus plan. We
recorded the special bonus plan charge of $2.4 million at the time of the
commitment in December 1998. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Years Ended December 31,
1997, 1998 and 1999--Stock option restructuring and repurchase and special
bonus plan."
(2) Prior to our initial public offering in February 1999, we had elected to be
taxed under subchapter S of the Internal Revenue Code. In February 1999, we
terminated our S corporation election and became subject to U.S. Federal
and state income taxes at prevailing corporate rates. If we had elected to
be taxed under subchapter C of the Internal Revenue Code for U.S. Federal
and state income tax purposes beginning January 1, 1995 and recorded income
tax expense using an annual effective rate of 41.0%, pro forma net income
(loss) and basic and diluted earnings (loss) per share would have been
$(6.4) million, $(0.51) and $(0.51), respectively, for 1995, $(0.1)
million, $(0.01) and $(0.01), respectively, for 1996, $0.7 million, $0.06
and $0.05, respectively, for 1997, $2.1 million, $0.17 and $0.14,
respectively, for 1998, and $10.4 million, $0.78 and $0.65, respectively,
for 1999.
(3) This information includes our estimate of pending membership renewals and
an estimate of members who will discontinue their membership prior to their
annual renewal date in the subsequent year.
(4) For the year then ended. Program renewal rate is defined as the percentage
of memberships renewed for the year, adjusted to reflect reductions in
memberships resulting from mergers and acquisitions of members.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
This discussion and analysis and the accompanying financial statements
present our results of operations as if we had operated as a stand-alone entity
in accordance with the accounting rules prescribed for "carve-out" financial
statements. We were incorporated on September 11, 1997. Our business was
operated as a division of The Advisory Board Company until October 31, 1997 when
the business was contributed to us and spun-off to The Advisory Board Company's
sole stockholder. On February 23, 1999, certain of our stockholders sold
9,415,280 shares of our common stock in an initial public offering. In addition,
during the first fiscal quarter of 2000, certain of our stockholders sold
5,511,515 shares of our common stock in a secondary public offering.
Subscription memberships, which are annually renewable contracts, are
generally payable by members at the beginning of the contract term. Billings
attributable to our subscription programs are recorded initially as deferred
revenues and then recognized pro rata over the subscription contract term.
Over the last three years, our revenues have grown at a compound annual
growth rate of 37.4% from $27.3 million in 1996 to $70.8 million in 1999, while
costs have grown at a compound annual growth rate of 25.4% from $27.5 million in
1996 to $54.3 million in 1999, resulting in operating losses prior to 1997 and
income from operations of $1.1 million, $2.8 million and $16.5 million for 1997,
1998 and 1999. We attribute the growth in revenues to an increase in the number
of memberships which has been driven primarily by new sales for existing
subscription programs and the introduction of new subscription programs. The
increase in costs is a function of the growth in memberships and subscription
programs and investments in certain administrative functions. Stock option
restructuring and repurchase charges also affect costs as further explained
below.
One measure of our business is our annualized "Contract Value," which we
calculate 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 membership renewals and an estimate of members
who will discontinue their subscription membership prior to their annual renewal
date in the subsequent year. Our experience is that a substantial portion of
members renews subscriptions for an equal or higher level each year. Contract
Value has grown at a compound annual growth rate of 31.3% over the past three
years and was $80.6 million at December 31, 1999.
Our 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 our 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 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.
Results of Operations
The following table sets forth certain financial data as a percentage of
total revenues for the periods indicated:
Year Ended December 31,
--------------------------
1997 1998 1999
-------- ------- -------
Revenues 100.0% 100.0% 100.0%
Cost of services............................................................ 51.8 47.8 40.4
----- ----- -----
Gross profit............................................................. 48.2 52.2 59.6
Costs and expenses:
Member relations and marketing.............................................. 21.0 22.0 21.9
General and administrative.................................................. 14.6 13.1 12.0
Depreciation................................................................ 1.9 1.7 1.9
Stock option restructuring and repurchase and special bonus plan............ 7.9 10.1 0.5
----- ----- -----
Total costs and expenses................................................. 45.4 46.9 36.3
----- ----- -----
Income from operations........................................................ 2.8 5.3 23.3
Interest income............................................................... 0.3 1.5 1.6
----- ----- -----
Income before provision for income taxes...................................... 3.1 6.8 24.9
Provision for income taxes.................................................... 0.3 0.7 6.2
----- ----- -----
Net income.................................................................... 2.8% 6.1% 18.7%
===== ===== =====
Years Ended December 31, 1997, 1998 and 1999
Revenues. Total revenues increased 37.1% from $38.7 million for 1997 to
$53.0 million for 1998, and 33.4% to $70.8 million for 1999. The increase in
revenues was primarily attributable to increased sales of subscriptions for
existing research programs, the introduction of new
subscription programs and, to a lesser degree, price increases. We introduced
two new subscription programs in 1997, one new subscription program in 1998 and
two new subscription programs in 1999.
Cost of services. Cost of services increased 26.6% from $20.0 million for
1997 to $25.4 million for 1998, and 12.7% to $28.6 million for 1999. The
increase in cost of services was principally due to increased research staffing
and related compensation costs to support the introduction of 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 from 51.8% for 1997 to 47.8%
for 1998, and to 40.4% for 1999. This decrease was attributable to the fixed
nature of the production costs of best practices research studies, as growth in
the number of subscription memberships does not significantly affect these
costs.
Member relations and marketing. Member relations and marketing costs
increased 44.0% from $8.1 million for 1997 to $11.7 million for 1998, and 33.0%
to $15.5 million for 1999. The increase in member relations and marketing costs
was 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 we have added member relations and marketing resources to
increase revenues, member relations and marketing costs have remained largely
consistent as a percentage of total revenues from 1997 to 1999.
General and administrative. General and administrative expenses increased
22.3% from $5.7 million for 1997 to $6.9 million for 1998, and 22.6% to $8.5
million for 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 our overall growth. Although general and
administrative expenses have increased, general and administrative expenses have
decreased as a percentage of total revenues from 1997 to 1999 due to the
relatively fixed nature of many of these costs.
Depreciation. Depreciation expense increased 22.6% from $0.7 million for
1997 to $0.9 million for 1998, and 48.9% to $1.3 million for 1999. 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 and special bonus plan. We
recognized $3.1 million, $2.9 million, and $0.4 million for 1997, 1998 and 1999
related to stock option agreements in existence at the time of the spin-off. In
connection with the spin-off, we executed substitution agreements with each of
our employees participating in The Advisory Board Company stock option plan.
These substitution agreements resulted in compensation expense being recognized
by us over the vesting period. We will continue to recognize compensation
expense related to certain substitution agreements estimated at $0.4 million in
2000 and $0.2 million in 2001. In addition, in December 1998, we and our
principal stockholder agreed to make payments in an aggregate amount of $2.4
million to selected employees under a special bonus plan, and we recorded the
full amount of that charge at that time.
Provision for income taxes. We recorded a provision for income taxes of
$0.1 million, $0.4 million, and $4.3 million for 1997, 1998 and 1999. Prior to
February 22, 1999, we were 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 our initial public offering, we terminated our S
corporation status and are now subject to Federal and state income taxes at
prevailing corporate rates. The difference in the effective income tax rates for
1997, 1998 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 our new
office facilities. If we had elected to be taxed under subchapter C of the
Internal Revenue Code for U.S. Federal and state income tax purposes beginning
January 1, 1997 and recorded income tax expense using an annual effective rate
of 41.0%, pro forma net income and basic and diluted earnings per share would
have been $0.7 million, $0.06 and $0.05 for 1997, $2.1 million, $0.17 and $0.14
for 1998 and $10.4 million, $0.78 and $0.65 for 1999.
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 1999 may not be
indicative of future results.
Liquidity and Capital Resources
We have financed our operations to date through funds generated from
operating activities. Subscription memberships, which are annually renewable
contracts, are generally payable by members at the beginning of the contract
term. The combination of revenue growth and advance payment of subscription
memberships has resulted historically in operating activities generating net
positive cash flows. We generated net cash flows from operating activities of
$13.6 million, $17.8 million and $26.3 million for 1997, 1998 and 1999. For 1997
and 1998, operating cash flow was generated primarily by increased revenues and
related changes in the balance sheet accounts. For 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
balance sheet accounts. As of December 31, 1998 and 1999, we had cash, cash
equivalents and marketable securities of $16.1 million and $33.1 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
at least the next 12 months.
Net cash flows used in investing activities during 1997, 1998 and 1999 were
$11.8 million, $2.2 million and $11.4 million. Net cash flows used in investing
activities during 1997 were attributable to the additional investment in
property and equipment of $1.5 million, the lending of $6.5 million under a note
agreement to our previous sole stockholder and the purchase (sale) of marketable
securities of $3.8 million. Net cash flows used in investing activities during
1998 were attributable primarily to the additional investment in property and
equipment of $2.1 million. Net cash flows used in investing activities during
1999 related to the additional investment in property and equipment of $7.3
million
and the purchase (sale) of marketable securities of $10.6 million offset by the
repayment of a note receivable from our previous sole stockholder.
Net cash flows provided by financing activities during 1997 were $7.2
million. Net cash flows used in financing activities during 1998 and 1999 were
$12.3 million and $7.4 million. Net cash flows provided by financing activities
during 1997 were attributable to the administrative and facilities management
services provided to us by The Advisory Board Company. Amounts owed to or to be
received from The Advisory Board Company are recorded in the due to/due from
affiliate account. Net cash flows used in financing activities during 1998 were
attributable to the payment to The Advisory Board Company for the administrative
and facilities management services provided to us, the distribution to our
previous sole stockholder of $6.9 million to pay income taxes on our S
corporation earnings and to distribute our estimated undistributed taxed or
taxable earnings, and the payment of $2.6 million for stock option agreements
with certain employees prior to the spin-off relating to the repurchase of stock
options at fixed amounts. Net cash flows used in financing activities during
1999 were attributable to agreements with certain employees prior to the spin-
off relating to the repurchase of stock options at fixed amounts. We paid $3.1
million related to these agreements in 1999, and are obligated to pay an
additional $4.7 million in 2000. We also distributed $4.0 million to our
previous sole stockholder. In addition, we paid $1.7 million in expenses related
to our initial public offering, which is treated for accounting purposes as a
distribution to our previous sole stockholder.
During the first fiscal quarter of 2000, certain of our stockholders sold
5,511,515 shares of our common stock in a secondary public offering. Subsequent
to the secondary public offering, the former sole stockholder owns no shares of
the Company's common stock. As a result of the exercise by employees of options
to purchase an aggregate of 1,798,055 shares of common stock sold in the
secondary offering, we received $4.5 million in cash in payment of the option
exercise prices. In addition, we incurred compensation expense in the first
fiscal quarter of $0.9 million reflecting additional Federal Insurance
Corporation Act taxes that we will become obligated to pay as a result of the
taxable income that our employees received upon exercise of these options. We
incurred additional compensation expense for tax reporting purposes, but not for
financial reporting purposes, that increased our deferred tax asset by $28.2
million to reflect allowable tax deductions that will be realized in the
determination of our income tax liability. We expect to be able to use this
deferred tax asset to reduce our future income tax payments. Although our
provision for income taxes for financial reporting purposes will not change, our
actual cash payments will be reduced as we utilize our deferred tax asset. As a
result of the receipt of cash for the exercise of options, the incurrence of
additional compensation expense and the recognition of deferred tax asset, our
stockholders' equity will increase by $31.7 million. If these options had been
exercised on December 31, 1999 using the last reported sales price of our common
stock at December 31, 1999 of $55.875 per share, our fully diluted shares
outstanding would have increased by approximately 753,000 shares.
We have obtained a commitment for a $10.0 million, 12-month revolving line
of credit from a commercial bank. In addition, we have entered into a $1.3
million letter of credit agreement, expiring June 2003, with a commercial bank
to provide a security deposit for our office space lease. We pledged certain of
our assets as collateral under the letter of credit agreement.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to interest rate risk primarily through our 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. We currently do not use derivative financial instruments to adjust our
portfolio risk or income profile.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of The Corporate Executive Board Company:
We have audited the accompanying balance sheets of The Corporate Executive
Board Company (formerly The Corporate Advisory Board Company and a division of
The Advisory Board Company until October 31, 1997) as of December 31, 1998 and
1999, and the related statements of income, stockholders' equity (deficit) and
cash flows for each of the three years in the period ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Corporate Executive
Board Company as of December 31, 1998 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Washington, D.C.
January 31, 2000
THE CORPORATE EXECUTIVE BOARD COMPANY
BALANCE SHEETS
(In thousands, except share amounts)
December 31,
--------------------
1998 1999
--------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................................................. $12,232 $19,726
Marketable securities.................................................................. 3,872 --
Receivables:
Membership fees receivable, net................................................... 17,165 26,603
Due from stockholder.............................................................. 6,500 --
Due from affiliate................................................................ 350 --
Other assets........................................................................... 383 1,318
Deferred income taxes, net............................................................. 1,438 8,047
Deferred offering costs................................................................ 1,251 --
Deferred incentive compensation........................................................ 2,023 2,801
------- -------
Total current assets........................................................ 45,214 58,495
------- -------
MARKETABLE SECURITIES..................................................................... -- 13,348
PROPERTY AND EQUIPMENT, NET............................................................... 3,714 9,921
------- -------
Total assets................................................................ $48,928 $81,764
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities............................................... $ 5,159 $ 6,041
Accrued incentive compensation......................................................... 2,661 3,877
Due to affiliate....................................................................... -- 41
Stock option repurchase and special bonus plan liability............................... 7,054 4,710
Deferred revenues...................................................................... 39,061 55,436
------- -------
Total current liabilities................................................... 53,935 70,105
------- -------
OTHER LIABILITIES......................................................................... -- 813
LONG-TERM STOCK OPTION REPURCHASE LIABILITY............................................... 3,140 --
------- -------
Total liabilities........................................................... 57,075 70,918
------- -------
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
12,504,400 and 13,569,960 shares issued and outstanding as of
December 31, 1998 and 1999, respectively............................................. 125 136
Additional paid-in-capital............................................................. 2,646 269
Deferred compensation.................................................................. (953) (570)
Retained earnings (deficit)............................................................ (9,965) 11,691
Accumulated elements of comprehensive income........................................... -- (680)
------- -------
Total stockholders' equity (deficit)........................................ (8,147) 10,846
------- -------
Total liabilities and stockholders' equity (deficit)........................ $48,928 $81,764
======= =======
See accompanying notes to financial statements.
THE CORPORATE EXECUTIVE BOARD COMPANY
STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year ended December 31,
----------------------------
1997 1998 1999
-------- -------- --------
REVENUES.................................................................................. $38,669 $53,030 $70,767
Cost of services........................................................................ 20,036 25,373 28,602
------- ------- -------
GROSS PROFIT.............................................................................. 18,633 27,657 42,165
------- ------- -------
COSTS AND EXPENSES:
Member relations and marketing.......................................................... 8,106 11,676 15,525
General and administrative.............................................................. 5,660 6,920 8,485
Depreciation............................................................................ 722 885 1,318
Stock option restructuring and repurchase and special bonus plan........................ 3,063 5,342 383
------- ------- -------
Total costs and expenses............................................................ 17,551 24,823 25,711
------- ------- -------
INCOME FROM OPERATIONS.................................................................... 1,082 2,834 16,454
INTEREST INCOME........................................................................... 122 786 1,114
------- ------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES.................................................. 1,204 3,620 17,568
PROVISION FOR INCOME TAXES................................................................ 120 361 4,322
------- ------- -------
NET INCOME................................................................................ $ 1,084 $ 3,259 $13,246
======= ======= =======
EARNINGS PER SHARE:
Basic................................................................................... $ 0.09 $ 0.26 $ 1.00
Diluted................................................................................. $ 0.08 $ 0.22 $ 0.83
WEIGHTED AVERAGE SHARES USED IN THE CALCULATION OF
EARNINGS PER SHARE:
Basic................................................................................... 12,504 12,504 13,223
Diluted................................................................................. 13,752 14,950 16,027
See accompanying notes to financial statements.
THE CORPORATE EXECUTIVE BOARD COMPANY
STATEMENTS OF CASH FLOWS
(In thousands)
Year ended December 31,
-------------------------------
1997 1998 1999
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................................... $ 1,084 $ 3,259 $ 13,246
Adjustments to reconcile net income to net cash flows provided by
operating activities:
Depreciation............................................................................... 722 885 1,318
Tax deductions resulting from the exercise of common stock options......................... -- -- 5,385
Deferred income taxes...................................................................... (194) (288) (1,458)
Stock option restructuring and repurchase.................................................. 3,063 5,342 383
Changes in operating assets and liabilities:
Membership fees receivable, net.......................................................... (1,902) (1,369) (9,438)
Other assets............................................................................. (122) (261) (935)
Deferred incentive compensation.......................................................... (226) (927) (778)
Deferred revenues........................................................................ 9,778 7,587 16,375
Accounts payable and accrued liabilities................................................. 984 2,777 1,115
Accrued incentive compensation........................................................... 365 762 1,216
Other liabilities........................................................................ -- -- 813
Special bonus plan....................................................................... -- -- (960)
-------- -------- --------
Net cash flows provided by operating activities........................................ 13,552 17,767 26,282
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) disposal of property and equipment, net.......................................... (1,530) (2,086) (7,282)
Receivable from stockholder................................................................. (6,500) -- 6,500
(Purchase) sale of marketable securities, net............................................... (3,754) (118) (10,610)
-------- -------- --------
Net cash used in investing activities.................................................. (11,784) (2,204) (11,392)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in payable to/due from affiliate..................................................... 7,189 (1,857) 391
Distributions to stockholder................................................................ (20) (6,870) (4,000)
Proceeds from the exercise of common stock options.......................................... -- -- 995
Payment of offering costs................................................................... -- (951) (1,698)
Stock option repurchases.................................................................... -- (2,590) (3,084)
-------- -------- --------
Net cash provided by (used in) financing activities.................................... 7,169 (12,268) (7,396)
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS..................................................... 8,937 3,295 7,494
Cash and cash equivalents, beginning of period................................................ -- 8,937 12,232
-------- -------- --------
Cash and cash equivalents, end of period...................................................... $ 8,937 $ 12,232 $ 19,726
======== ======== ========
See accompanying notes to financial statements.
THE CORPORATE EXECUTIVE BOARD COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 1997, 1998, and 1999
(In thousands, except share amounts)
Accumu-
lated
Preferred Common elements of
stock stock Additional Deferred Retained compre-
-------------- ------------------ paid-in- compen- earnings hensive
Shares Amount Shares Amount capital sation (deficit) income
------ ------ ---------- ------ ----------- --------- --------- ------------
Balance at December 31, 1996....... -- $ -- -- $ -- $ -- $ -- $(7,411) $ --
Distributions to
stockholder..................... -- -- -- -- -- -- (20) --
Division spin-off................ -- -- 12,504,400 125 -- -- (7) --
Deferred compensation
pursuant to substitution of
stock options................... -- -- -- -- 2,646 (1,459) -- --
Net income....................... -- -- -- -- -- 1,084 --
------ ------ ---------- ---- -------- ------- ------- -----------
Balance at December 31, 1997....... -- -- 12,504,400 125 2,646 (1,459) (6,354) --
------ ------ ---------- ---- -------- ------- ------- -----------
Distributions to
stockholder..................... -- -- -- -- -- -- (6,870) --
Amortization of deferred
compensation.................... -- -- -- -- -- 506 -- --
Net income....................... -- -- -- -- -- 3,259 --
------ ------ ---------- ---- -------- ------- ------- -----------
Balance at December 31, 1998....... -- -- 12,504,400 125 2,646 (953) (9,965) --
------ ------ ---------- ---- -------- ------- ------- -----------
Distributions to
(contributions
from) stockholder, net.......... -- -- -- -- -- -- (6,519) --
Net income--pre-termination
of S corporation status......... -- -- -- -- -- -- 1,555 --
Termination of S corporation
status.......................... -- -- -- -- (14,929) -- 14,929 --
Issuance of common stock
under special bonus plan........ -- -- -- -- 1,440 -- -- --
Issuance of common stock
upon the exercise of stock
options......................... -- -- 1,065,560 11 984 -- -- --
Tax benefits related to the
exercise of stock options....... -- -- -- -- 10,128 -- -- --
Amortization of deferred
compensation.................... -- -- -- -- -- 383 -- --
Unrealized losses on
available-for-sale
marketable securities, net
of tax.......................... -- -- -- -- -- -- -- (680)
Net income--post-
termination of
S corporation status............ -- -- -- -- -- -- 11,691 --
------ ------ ---------- ---- -------- ------- ------- -----------
Balance at December 31, 1999....... -- $ -- 13,569,960 $136 $ 269 $ (570) $11,691 $ (680)
====== ====== ========== ==== ======== ======= ======= ===========
Annual
Compre-
hensive
Total income
--------- ---------
Balance at December 31, 1996....... $(7,411) $ --
Distributions to
stockholder..................... (20) --
Division spin-off................ 118 --
Deferred compensation
pursuant to substitution of
stock options................... 1,187 --
Net income....................... 1,084 1,084
------- -------
Balance at December 31, 1997....... (5,042) 1,084
------- =======
Distributions to
stockholder..................... (6,870) --
Amortization of deferred
compensation.................... 506 --
Net income....................... 3,259 3,259
------- -------
Balance at December 31, 1998....... (8,147) 3,259
------- =======
Distributions to
(contributions
from) stockholder, net.......... (6,519) --
Net income--pre-termination
of S corporation status......... 1,555 1,555
Termination of S corporation
status.......................... -- --
Issuance of common stock
under special bonus plan........ 1,440 --
Issuance of common stock
upon the exercise of stock
options......................... 995 --
Tax benefits related to the
exercise of stock options....... 10,128 --
Amortization of deferred
compensation.................... 383 --
Unrealized losses on
available-for-sale
marketable securities, net
of tax.......................... (680) (680)
Net income--post-
termination of
S corporation status............ 11,691 11,691
------- -------
Balance at December 31, 1999....... $10,846 $12,566
======= =======
See accompanying notes to financial statements.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS
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.
2. Spin-off, recapitalization and initial public offering
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"). Prior to the Spin-off, the Company
did not maintain separate bank accounts and all cash receipts and disbursements
were made via The Advisory Board Company and are reflected as changes in due to/
due from affiliate. Subsequent to the Spin-off, the Company is responsible for
its own cash management and records amounts owed to The Advisory Board Company
in due to/ due from affiliate.
On February 23, 1999, 9,415,280 shares of common stock of the Company were
sold by the sole stockholder and certain optionholders in an initial public
offering (the "Initial Public Offering"). The Company did not directly receive
any of the proceeds from the sale of common stock by the selling stockholders
pursuant to the Initial Public Offering. In addition, immediately prior to the
Initial Public 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
Initial Public 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 Initial Public Offering. Accordingly, all share and
per share amounts have been retroactively adjusted to give effect to these
events.
3. Summary of significant accounting policies
Cash equivalents and marketable securities
Marketable securities that mature within three months of purchase are
classified as cash equivalents. Investments with maturities of more than three
months are classified as marketable securities. As of December 31, 1998 and
1999, the Company's marketable securities consisted of fixed income securities.
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 included within
accumulated elements of comprehensive income within stockholders' equity
(deficit). 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.
Property and equipment and leasehold improvements
Property and equipment are stated at cost, less accumulated depreciation.
Replacements and major improvements are capitalized; maintenance and repairs are
charged to expense as incurred. Property and equipment depreciation expense is
calculated using the straight-line method over the estimated useful lives of the
assets, which range from five to eleven years.
The costs of leasehold improvements are capitalized and amortized using the
straight-line method over the shorter of their useful lives or the lease term.
Recovery of long-lived assets
Long-lived assets and identifiable assets to be held and used are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company recognizes an
impairment loss when the sum of the expected undiscounted future cash flows is
less than the carrying amount of the asset. The Company believes that no such
impairment exists as of December 31, 1999.
Revenue recognition
Membership fees are recognized ratably over the term of the related
membership, which is generally twelve months. Membership fees are generally
billable when the member signs a letter of agreement. Certain membership fees
are billed on an installment basis. The Company's policy is to record the full
amount of membership fees receivable and related deferred revenue when a member
signs a letter of agreement.
Commission expense recognition
Certain incentive compensation expenses related to the negotiation of new
and renewal memberships are deferred and are amortized over the term of the
related memberships.
Earnings per share
Basic earnings per share is computed by dividing net income by the number
of basic weighted average common shares outstanding during the period. Diluted
earnings per share is 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 is determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options.
Weighted-average shares outstanding for the year ended December 31, 1997 was
calculated assuming that the capital structure established at the date of the
Spin-off was in effect during that period. A reconciliation of basic to diluted
weighted average common shares outstanding is as follows (in thousands):
Year Ended December 31,
-----------------------
1997 1998 1999
------- ------ ------
Basic weighted average common shares outstanding.................................................. 12,504 12,504 13,223
Weighted average common share equivalents outstanding............................................. 1,248 2,446 2,804
------ ------ ------
Diluted weighted average common shares outstanding................................................ 13,752 14,950 16,027
====== ====== ======
Concentrations of credit risk
Financial instruments that potentially expose the Company to concentration
of credit risk consist primarily of membership fees receivable and marketable
securities. Although the Company believes that the diversity of its large
membership base has historically minimized the risk of incurring material losses
due to concentrations of credit risk, the Company may be exposed to a declining
membership base in periods of market downturns, severe competition or
international developments.
The Company generates revenues from members located outside the United
States. For the years ending December 31, 1997, 1998, and 1999, approximately
31%, 33%, and 31% of revenues, respectively, were generated from members located
outside the United States. Sales to customers in European countries for the
years ended December 31, 1997, 1998, and 1999 were approximately 13%, 15%, and
15%, respectively, with no other geographic area representing more than 10% of
revenues in any period. No one member accounted for more than 2% of revenues for
any period presented.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
In addition, the Company maintains a portfolio of marketable securities
which consist primarily of Washington, D.C. municipal and agency fixed income
securities. The fixed income securities are issued by institutions which operate
within many different industries. As part of its cash management process, the
Company performs periodic evaluations of the relative credit ratings of these
marketable securities.
Fair value of financial instruments
The fair value of current assets and current liabilities approximates their
carrying value due to their short maturity.
Income taxes
Deferred income taxes are determined on the asset and liability method.
Under this method, temporary differences arise as a result of the difference
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or the entire deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax law and tax rates on the date of the enactment
of the change.
Research and development expenses
Costs related to the research and development of new company programs are
expensed when incurred.
Reclassification of prior-years' balances
Prior-years' balances have been reclassified to conform with the current-
year presentation.
Use of estimates in preparation of financial statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and costs and expenses during
the reporting period. Actual results could differ from those estimates.
4. Transactions with affiliates
Administrative support and management services
The Advisory Board Company provides the Company with limited administrative
support services. Subsequent to the Spin-off, fees are charged to the Company
for these services in accordance with an Administrative Services Agreement (the
"ASA"). The term of the ASA expires on December 31, 2000. The ASA provides for
fees based on either direct costs, costs per certain transaction, headcount, or
a fixed cost per month. For periods prior to the Spin-off, the Company allocated
the costs for administrative support services using methodologies designed to
consistently apply the provisions of the ASA (e.g., direct costs, revenue
activity drivers, or headcount). In management's opinion, the cost allocation
methodology developed approximates the cost of internally providing or
externally sourcing such services and, therefore, represents what the costs
would be on a stand-alone basis.
Management cost allocations consisting primarily of senior executive costs
allocated by DGB Enterprises, Inc., a separate entity controlled by the
Company's principal stockholder, are charged to the Company (pre and post Spin-
off) based on an allocation of time spent on the Company's activities by each
executive monthly. In management's opinion, the allocations represent what the
costs would be on a stand-alone basis.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
Due from (due to) affiliate
Activity in the due from (due to) affiliate is as follows (in thousands):
Year Ended December 31,
------------------------------
1997 1998 1999
--------- --------- --------
Balance at beginning of period.............................................................. $ 5,682 $(1,507) $ 350
Costs allocated to the Company:
The Advisory Board Company............................................................... (5,502) (4,931) (1,595)
DGB Enterprises, Inc..................................................................... (1,490) (1,211) --
Cash transfers from the Company to The Advisory Board Company............................... 4,079 14,513 3,169
Cash transfers to the Company from The Advisory Board Company............................... (4,276) (6,514) (1,965)
------- ------- -------
Balance at end of period.................................................................... $(1,507) $ 350 $ (41)
======= ======= =======
5. Membership fees receivable
Membership fees receivable consist of the following (in thousands):
As of December 31,
--------------------
1998 1999
--------- ---------
Billed membership fees receivable..................................................................... $13,339 $23,328
Unbilled membership fees receivable................................................................... 5,059 4,616
------- -------
18,398 27,944
Allowance for doubtful accounts....................................................................... (1,233) (1,341)
------- -------
Membership fees receivable, net.................................................................... $17,165 $26,603
======= =======
6. Receivable from stockholder
The Company held a promissory note in the amount of $6.5 million from its
then sole stockholder prior to the Initial Public Offering that was due and
payable on October 31, 2007. Interest of 7% on the outstanding promissory note
balance was payable semiannually on each May 1 and November 1. The stockholder
repaid the note in 1999 using proceeds from the Initial Public Offering.
7. Property and equipment
Property and equipment consist of the following (in thousands):
As of December 31,
--------------------
1998 1999
--------- ---------
Furniture, fixtures, and equipment.................................................................. $ 4,636 $ 8,310
Leasehold improvements.............................................................................. 1,272 5,213
------- -------
5,908 13,523
Accumulated depreciation............................................................................ (2,194) (3,602)
------- -------
Property and equipment, net...................................................................... $ 3,714 $ 9,921
======= =======
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
8. Income taxes
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 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 were provided for within the Company's
financial statements prior to the Initial Public Offering. Just prior to the
Initial Public Offering, the Company terminated its S corporation status and is
now subject to Federal and state income taxes at prevailing corporate rates. As
a result, the Company recorded a one-time deferred income tax benefit of $2.7
million due to the change in tax status. The one-time deferred income tax
benefit is reflected in net income for the year ended December 31, 1999, as a
reduction of the provision for income taxes. If the Company had been a C
corporation for U.S. Federal and state income tax purposes since January 1, 1997
and recorded income taxes using an annual effective rate of 41.0%, pro forma net
income and basic and diluted earnings per share would have been $0.7 million
(unaudited), $0.06 (unaudited) and $0.05 (unaudited) for the year ended December
31, 1997, $2.1 million (unaudited), $0.17 (unaudited) and $0.14 (unaudited) for
the year ended December 31, 1998, and $10.4 million (unaudited), $0.78
(unaudited) and $0.65 (unaudited) for the year ended December 31, 1999.
The provision for income taxes consists of the following (in thousands):
Year Ended December 31,
--------------------------
1997 1998 1999
------- ------- --------
Current................................................................................... $ 314 $ 649 $ 5,780
Deferred.................................................................................. (194) (288) (1,458)
----- ----- -------
Provision for income taxes........................................................... $ 120 $ 361 $ 4,322
===== ===== =======
The provision for income taxes differs from the amount of income taxes
determined by applying the U.S. Federal income tax statutory rates to income
before provision for income taxes as follows:
Year Ended
December 31,
1999
-------------
Statutory U.S. Federal income tax rate...................................................................... 35.0%
State income tax, net of U.S. Federal income tax benefit.................................................... 6.5
Termination of S corporation status......................................................................... (15.6)
Phase-in rate differential.................................................................................. (4.0)
Other permanent differences................................................................................. 2.7
-----
Effective tax rate..................................................................................... 24.6%
=====
The statutory state and effective income tax rates reflected in the
provision for income taxes are both 9.975% for the years ended December 31, 1997
and 1998.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities consist of the
following (in thousands):
As of December 31,
------------------
1998 1999
-------- --------
Deferred tax assets:
Deferred compensation agreements.................................................................. $1,167 $1,608
Tax deduction resulting from the exercise of common stock options................................. -- 4,744
Financial reporting reserves...................................................................... 123 568
Stock option restructuring and repurchase......................................................... 265 1,050
Employee benefits................................................................................. 20 301
Unrealized losses on available-for-sale securities................................................ -- 454
Other............................................................................................. 65 484
------ ------
Total deferred tax assets.................................................................... 1,640 9,209
------ ------
Deferred tax liabilities:
Deferred incentive compensation................................................................... 202 1,162
------ ------
Deferred tax assets, net..................................................................... $1,438 $8,047
====== ======
Management believes that the Company likely will utilize these net deferred
tax assets to reduce future income tax expense.
9. 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 year ended December 31, 1999, the element within comprehensive
income consists solely of unrealized losses on available-for-sale securities. At
December 31, 1999, unrealized losses on available-for-sale securities amounted
to approximately $1.1 million. The related tax effect allocated to the
unrealized losses on available-for-sale securities included in comprehensive
income is approximately $454,000. There was no difference between net income and
comprehensive income for the years ended December 31, 1997 and 1998.
10. Defined contribution 401(k) plan
In fiscal 1993, The Advisory Board Company began sponsoring a defined
contribution 401(k) Plan (the "Plan") in which the Company's employees
participate. Pursuant to the Plan, all employees who have reached the age of
twenty-one are eligible to participate. The sponsor provides contributions equal
to 25% of an employee's contribution up to a maximum of 4% of base salary.
Contributions to the Plan for the Company's participants were approximately
$79,000, $112,000 and $159,000, during the years ending December 31, 1997, 1998,
and 1999, respectively. In September 1998, the Company established a defined
contribution 401(k) Plan (the "New Plan") with the same provisions as The
Advisory Board Company Plan. As of September 1, 1998, participants' accounts
were transferred to the New Plan and subsequent participant and Company
contributions were made directly to the New Plan.
11. Stock option plans
Background
On March 1, 1994, The Advisory Board Company adopted the Stock-Based
Incentive Compensation Plan (the "Original Plan") to provide for granting of
incentive stock options ("Original Options"). The Original Plan
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
entitled certain employees to purchase shares of The Advisory Board Company's
Class B Nonvoting Common Stock at a price equal to at least the fair market
value of The Advisory Board Company's stock on the date of grant. The Original
Options were exercisable on the date ten years after the date of grant, subject
to acceleration upon the occurrence of certain events that would alter the
current ownership of The Advisory Board Company, including an initial public
offering or private sale.
Liquid Markets Agreements
On March 31, 1995, The Advisory Board Company and existing optionees
adopted the Liquid Markets Agreements ("Liquid Markets Agreements") to provide
the optionees an opportunity to (i) sell all or a portion of their Original
Options to The Advisory Board Company immediately and/or (ii) modify all or a
portion of their Original Options in accordance with the terms and conditions of
the Continuing Stock-Based Incentive Compensation Plan, which is described below
(the "Continuing Option Plan").
The Liquid Markets Agreements provided for the designation of Original
Options as described above and governed the payments to be made to the optionees
for options sold ("Sold Options"). For the options elected to be sold, The
Advisory Board Company was committed to pay an initial payment of $55 per
option, minus the exercise price, in two installments (25% no later than
December 31, 1995, and 75% no later than December 31, 1996). The Advisory Board
Company was also obligated to pay the optionee an additional payment (the "Earn
Out Payment") based on The Advisory Board Company's income from operations for
the fiscal year ending March 31, 1998.
In March 1997, The Advisory Board Company amended the Liquid Markets
Agreements to provide for (1) guaranteed versus variable Earn Out Payments, (2)
revised payment schedules, (3) revised employment requirements, and (4) in
limited instances, the ability to put current options retroactively into the
Liquid Markets plan.
In December 1998, the Company amended the Liquid Markets Agreements
relating to its employees by eliminating the future employment requirements. The
Company recognized approximately $1.8 million and $2.4 million in compensation
expense related to the Liquid Markets Agreements in years 1997, and 1998,
respectively. There are no earnings charges subsequent to December 31, 1998,
related to these agreements. The Company's obligation under the Liquid Markets
Agreements is reflected in stock option repurchase and special bonus plan
liability in the accompanying balance sheets. At December 31, 1999, the future
cash commitments related to the Liquid Markets Agreements were approximately
$4.7 million. In January 2000, the Company paid approximately $1.6 million in
accordance with the Liquid Markets Agreements.
Stock-Based Incentive Compensation Plan
Adopted on March 31, 1995, the Continuing Option Plan amended and restated
the Original Plan and formalized the terms and conditions of the remaining
modified options (the "Continuing Options"). In conjunction with the Spin-off,
The Advisory Board Company executed Substitution Agreements with each of the
employees of the Company participating in the Continuing Option Plan. The
Substitution Agreement provided for the exchange of The Advisory Board Company
Continuing Options for options in the Company (the "Options") granted under the
Company's Stock-Based Incentive Compensation Plan (the "Current Plan"), which
was adopted at the time of the Spin-off. The Options generally become
exercisable 50% in February 2000, 30% in February 2001 and 20% in February 2002.
The Current Plan provides for the issuance of options to purchase up to
5,504,000 shares of common stock. As of December 31, 1999, approximately
4,273,320 shares had been issued or were subject to Options under the Current
Plan. The Options expire between April 2001 and March 2009.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
The terms of the Substitution Agreement resulted in a new measurement date
for 1,855,880 options held by employees of the Company, resulting in the
recognition of compensation expense. The compensation expense is being
recognized over the related vesting period. The compensation expense is
reflected in stock option restructuring and repurchase and special bonus plan in
the accompanying statements of income and was approximately $1.3 million,
$500,000, and $380,000 for the years ending December 31, 1997, 1998, and 1999,
respectively. The Company will continue to recognize compensation expense
related to certain substitution agreements in the years ending 2000 and 2001.
The recognition of compensation expense was not required for the remaining
1,421,993 options outstanding at the time of the Spin-off.
1999 Stock Option Plan
On February 18, 1999, the Company adopted the 1999 Stock Option Plan ("1999
Plan"), which reserves 1,892,000 shares of common stock for issuance. During
1999, the Company granted 738,500 common stock options under the 1999 Plan at a
weighted average exercise price of $19.60 per share.
Directors' Stock Option Plan
On December 14, 1998, the Company adopted the Directors' Stock Plan
("Directors' Plan"), which reserves 430,000 shares of common stock for issuance.
During 1999, the Company granted 36,120 common stock options under the
Directors' Plan at a weighted average exercise price of $14.24 per share.
Transactions
The following table summarizes the changes in common stock options under
employee common stock option plans described above:
Number Exercise Price Weighted-Average
of Options per Share Exercise Price
----------- ---------------- ----------------
The Advisory Board Company Original Options:
Outstanding at December 31, 1996......................................... 174,475 $15.00 - $70.00 $49.15
Options granted....................................................... 17,500 74.00 74.00
Options sold under Liquid Markets
Agreement.......................................................... (18,000) 15.00 - 30.00 17.92
Options cancelled..................................................... (5,000) 63.00 63.00
---------- --------------- ------
Outstanding prior to Spin-Off Transaction................................ 168,975 $15.00 - $74.00 $53.59
========== =============== ======
Company Options:
Outstanding subsequent to Spin-Off Transaction, re-
lated substitution and recapitalization................................ 3,277,873 $ 0.06 - $ 1.28 $ 0.77
Options granted....................................................... 1,407,407 2.03 - 2.73 2.18
---------- --------------- ------
Outstanding at December 31, 1997......................................... 4,685,280 0.06 - 2.73 1.19
Options granted....................................................... 865,160 2.73 - 14.24 7.30
Options cancelled..................................................... (211,560) 2.03 - 2.73 2.14
---------- --------------- ------
Outstanding at December 31, 1998......................................... 5,338,880 0.06 - 14.24 2.13
Options granted....................................................... 745,500 19.00 - 38.13 19.60
Options cancelled..................................................... (7,000) 19.00 19.00
Options exercised..................................................... (1,065,560) 0.93 0.93
---------- --------------- ------
Outstanding at December 31, 1999......................................... 5,011,820 $ 0.06 - $38.13 $ 4.96
========== =============== ======
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
Exercise prices for employee stock options outstanding at December 31,
1999, are as follows:
Weighted-
Average
Number Outstanding Remaining Weighted-
as of Contractual Average
Range of Exercise Prices December 31, 1999 Life-Years Exercise Price
- ------------------------ ------------------ ----------- --------------
$ 0.06 -- $ 0.06................................................................ 172,000 3.33 $ 0.06
0.29 -- 0.41................................................................ 696,600 3.33 0.31
0.58 -- 0.87................................................................ 447,200 3.33 0.75
0.93 -- 1.28................................................................ 896,513 3.82 0.71
2.03 -- 2.03................................................................ 963,647 3.69 2.03
2.73 -- 3.11................................................................ 476,440 3.33 2.88
6.98 -- 6.98................................................................ 448,920 3.87 6.98
14.24 -- 14.24................................................................ 172,000 3.58 14.24
19.00 -- 19.00................................................................ 686,000 9.13 19.60
23.38 -- 38.13................................................................ 52,500 9.38 27.44
- ------------------ --------- ---- ------
$ 0.06 -- $38.13................................................................ 5,011,820 4.40 $ 4.96
================== ========= ==== ======
As of December 31, 1999, 448,040 options with a weighted average exercise
price of $1.15 are exercisable.
Accounting for stock based compensation
The Company has elected to account for stock and stock rights in accordance
with Accounting Principles Board Opinion number 25, Accounting for Stock Issued
to Employees (APB No. 25). However, pro forma information regarding net income
is required by Financial Accounting Standards Number 123, Accounting for Stock
Based Compensation (FAS No. 123) if the provisions of FAS No. 123 are not
elected to be adopted.
Under the FAS No. 123 pro forma disclosure provisions, the fair value of
options granted subsequent to December 15, 1995, has been estimated using the
Black-Scholes option valuation model. The Black-Scholes option valuation model
was developed for use in estimating the fair value of traded options that have
no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions, including
the expected stock price characteristics that are significantly different from
those of traded options. Because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
the Company's stock rights.
The fair value of options granted during the years ended December 31, 1997,
1998 and 1999 was estimated using the Black-Scholes option valuation model with
the following weighted-average assumptions: risk free interest rate of 5.5%,
5.5% and 6.5%, respectively; no dividend yield for any year; weighted-average
expected lives of the option of three years, three years and five years,
respectively; and expected volatility of 50%, 50% and 60%, respectively.
The weighted-average fair value of The Advisory Board Company original
options granted in 1997 during the period January 1 to the date of the Spin-off
was $2.16 per share, the weighted-average fair value of Company options granted
from the date of the Spin-off to December 31, 1997 was $1.27 per share. The
weighted average fair value of Company options granted during the years ended
December 31, 1998 and 1999 was $3.19 per share and $10.03 per share,
respectively. For purposes of pro forma disclosures, the estimated fair value of
options is amortized to expense over the estimated service period. Under the FAS
No. 123 pro forma disclosure provisions, pro forma net income for 1997 would
have been approximately $1.6 million or $0.13 per share (pro forma basic)
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
and $0.11 per share (pro forma diluted), pro forma net income for 1998 would
have been approximately $1.6 million or $0.13 per share (pro forma basic) and
$0.10 per share (pro forma diluted), and pro forma net income for 1999 would
have been approximately $9.8 million or $0.74 per share (pro forma basic) and
$0.61 per share (pro forma diluted). The provisions of FAS No. 123 may not
necessarily be indicative of future results.
12. Special bonus plan
In December 1998, the Company and its sole stockholder agreed to pay a
special bonus to selected employees in an amount totaling $2.4 million. The
special bonus was paid at the Initial Public Offering--60% in stock owned by the
sole stockholder and 40% in cash by the Company. The Company recognized $2.4
million in expense related to this plan in 1998.
13. Supplemental cash flows disclosures
Income taxes paid during the years ended December 31, 1997, 1998 and 1999,
amounted to $90,000, $470,000 and $260,000, respectively. For the year ended
December 31, 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 year ended December 31,
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 sole
stockholder gave $1.4 million in shares of common stock to selected employees to
satisfy a portion of the special bonus plan liability.
14. Commitments and contingencies
Operating Leases
The Company leases office facilities in the United States and the United
Kingdom expiring on various dates over the next eight years. The lease
agreements include provisions for rental escalations based on the Consumer Price
Index and require the Company to pay for executory costs such as taxes and
insurance. Future minimum rental payments under non-cancelable operating leases,
excluding executory costs are as follows (in thousands):
Year Ending
-----------
December 31,
------------
2000 ............................................................................................................. $ 2,736
2001 ............................................................................................................. 3,165
2002 ............................................................................................................. 3,225
2003 ............................................................................................................. 3,296
2004 ............................................................................................................. 3,320
Thereafter......................................................................................................... 15,858
-------
Total........................................................................................................... $31,600
=======
Rent expense charged to operations during the fiscal years ended December
31, 1997, 1998, and 1999, was approximately $1.6 million, $2.4 million, and $3.6
million, respectively. The Company obtained a $1.3 million Letter of Credit
Agreement to provide a security deposit for the office space lease. The
Company's cash, accounts receivable and property and equipment collateralize the
Letter of Credit Agreement.
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO FINANCIAL STATEMENTS--(Continued)
15. Quarterly financial data (unaudited)
Unaudited summarized financial data by quarter for the years ending
December 31, 1998 and 1999 is as follows (in thousands, except per share
amounts):
1998 Quarter Ended
----------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ ------------
Revenues.................................................................... $11,598 $12,909 $13,732 $ 14,791
Gross profit................................................................ 6,180 6,671 7,494 7,312
Income before provision (benefit) for income taxes.......................... 2,051 1,851 1,932 (2,213)
Net income (loss)........................................................... $ 1,847 $ 1,681 $ 1,713 ($ 1,984)
Earnings (loss) per share:
Basic..................................................................... $ 0.15 $ 0.13 $ 0.14 ($ 0.16)
Diluted................................................................... $ 0.13 $ 0.11 $ 0.11 ($ 0.13)
1999 Quarter Ended
---------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------
Revenues.................................................................... $15,703 $16,700 $18,414 $19,950
Gross profit................................................................ 8,950 9,952 11,324 11,939
Income before provision for income taxes.................................... 3,464 3,987 4,811 5,306
Net income.................................................................. $ 4,867 $ 2,332 $ 2,863 $ 3,184
Earnings per share:
Basic..................................................................... $ 0.38 $ 0.18 $ 0.21 $ 0.23
Diluted................................................................... $ 0.31 $ 0.15 $ 0.18 $ 0.19
16. Subsequent events (unaudited)
During the first fiscal quarter of 2000, certain of our stockholders sold
5,511,515 shares of our common stock in a secondary public offering. The common
stock sold in the secondary public offering consisted of common stock previously
owned by the former sole stockholder and of common stock obtained by employees
from the exercise of options. Subsequent to the secondary public offering, the
former sole stockholder owns no shares of the Company's common stock.
Item 9. Changes in and disagreements with Accountants on Accounting and
Financial Disclosures.
None.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Reference is made to the information set forth under the caption
"Election of Directors" appearing in the Proxy Statement to be filed within 120
days after the end of the Company's fiscal year, which information is
incorporated herein by reference.
Item 11. Executive Compensation.
Reference is made to the information set forth under the caption
"Election of Directors - Executive Compensation" appearing in the Proxy
Statement to be filed within 120 days after the end of the Company's fiscal
year, which information is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Reference is made to the information set forth under the caption
"Beneficial Ownership of Common Stock" appearing in the Proxy Statement to be
filed within 120 days after the end of the Company's fiscal year, which
information is incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
Reference is made to the information set forth under the caption
"Election of Directors - Compensation Committee Interlocks and Insider
Participation" and -"Certain Relationships and Related Transactions" appearing
in the Proxy Statements to be filed within 120 days after the end of the
Company's fiscal year, which information is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) The following financial statements of the registrant and report
of independent Public Accountants are included in Item 8 hereof.
Report of Independent Public Accountants
Balance Sheets as of December 31, 1998 and 1999
Statements of Income for the years ended December 31, 1997, 1998,
and 1999
Statements of Changes in Stockholders' Equity (Deficit) as of
December 31, 1997, 1998, and 1999
Statements of Cash Flows for the years ended December 31, 1997,
1998, and 1999
Notes to Financial Statements
(a)(2) Except as provided below, all schedules for which provision is
made in the applicable accounting regulations of the Securities
and Exchange Commission either have been included in the
Financial Statements or are not required under the related
instructions, or are in applicable and there have been omitted.
Schedule II - Valuation and Qualifying Accounts
(a)(3) The following exhibits are either provided with this Form 10-K or
are incorporated herein by reference:
Exhibit No. Description of Exhibit
----------- ----------------------
1.1 --[Omitted]
3.1 --Second Amended and Restated Certificate of
Incorporation.*
3.2 --Amended and Restated Bylaws.*
4.1 --Specimen Common Stock Certificate.*
5.1 --[Omitted]
10.1 --Employment Agreement, dated January 21, 1999, between
the Company and James J. McGonigle.*+
10.2 --[Omitted]
10.3 --Employment Agreement, dated November 1, 1998, between
the Company and Clay M. Whitson.*+
10.4 --Stock Option Agreement Pursuant to The Corporate
Advisory Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and James J. McGonigle, as amended on January 21,
1999.*+
10.5 --Stock Option Agreement Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of April 15, 1998, between the Company
and Harold L. Siebert.*+
10.6 --[Omitted]
10.7 --Stock Option Agreement Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, dated as of November 1, 1998, between the Company
and Clay M. Whitson.*+
10.8 --Stock Option Agreement #1 Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and Michael A. D'Amato.*+
10.9 --Stock Option Agreement #2 Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and Michael A. D'Amato.*+
10.10 --Stock Option Agreement #1 Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and Jeffrey D. Zients.*+
10.11 --Stock Option Agreement #2 Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and Jeffrey D. Zients*+
10.12 --Stock Option Agreement Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of June 1, 1998, between the Company
and Sally Chang.*+
10.13 --Stock Option Agreement Pursuant to The Corporate
Executive Board Company Stock-Based Incentive Compensation
Plan, effective as of October 31, 1997, between the
Company and Derek C. van Bever, as amended on July 21,
1998.*+
10.14 --Form of Stock Option Agreement Pursuant to The Corporate
Advisory Board Company Stock-Based Incentive Compensation
Plan, including form of amendment.*
10.15 --Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product, dated January 21, 1999, between
the Company and James J. McGonigle.*
10.16 --Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product, effective as of April 15, 1998,
between the Company and Harold L. Siebert.*
10.17 --Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product, dated November 1, 1998, between
the Company and Clay M. Whitson.*
10.18 --Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product, dated October 30, 1997, between
the Company and Michael A. D'Amato.*
10.19 --Agreement Concerning Exclusive Services, Confidential
Information, Business Opportunities, Non-Competition, Non-
Solicitation and Work Product, dated October 30, 1997, between
the Company and Jeffrey D. Zients.*
10.20 --Form of Agreement Concerning Exclusive Services,
Confidential Information, Business Opportunities, Non-
Competition, Non-Solicitation and Work Product.*
10.21 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated.*
10.21.1 --The Corporate Executive Board Company Stock-Based Incentive
Compensation Plan, adopted on October 31, 1997, as amended and
restated in February 1999.*
10.22 --Directors' Stock Plan.*
10.22.1 --Amended Directors' Stock Plan and Standard Terms and
Conditions for Director Non-Qualified Stock Options.*
10.23 --1998 Stock Option Plan.*
10.23.1 --1999 Stock Option Plan and Standard Terms and Conditions for
1999 Stock Option Plan Incentive Stock Options.*
10.24 --Cross-Indemnification Agreement, dated as of January 21,
1999, between David G. Bradley and The Corporate Executive
Board Company.*
10.25 --Promissory Note, dated October 31, 1998, between David G.
Bradley and The Corporate Executive Board Company.*
10.26 --Security Agreement, dated October 31, 1997, between David G.
Bradley and The Corporate Executive Board Company.*
10.27 --Letter Agreement, dated January 18, 1999, between The
Corporate Executive Board Company and David G. Bradley with
respect to the repayment of $6.5 million Promissory Note.*
10.28 --Administrative Services Agreement, dated as of October 31,
1997, as amended and restated on July 21, 1998, between The
Advisory Board Company and The Corporate Executive Board
Company.*
10.29 --Member Contracts Agreement, dated as of October 31, 1997,
between The Advisory Board Company and The Corporate Executive
Board Company.*
10.30 --Vendor Contracts Agreement, dated as of October 31, 1997, as
amended and restated on July 21, 1998, between The Advisory
Board Company and The Corporate Executive Board Company.*
10.31 --Non-Competition Agreement, effective as of January 1, 1999,
among The Advisory Board Company, The Corporate Executive
Board Company and David G. Bradley.*
10.32 --[Omitted]
10.33 --Distribution Agreement, dated as of October 31, 1997,
between The Corporate Executive Board Company and The Advisory
Board Company.*
10.34 --Agreement of Lease, dated June 25, 1998, between The
Corporate Executive Board Company and The George Washington
University.*
10.35 --Registration Rights Agreement, dated January 22, 1999,
between The Corporate Executive Board Company and David G.
Bradley.*
10.36 --License Agreement, effective as of October 31, 1997, between
The Corporate Executive Board Company and The Advisory Board
Company.*
10.37 --Letter agreement regarding the special bonus plan.*+
10.38 --Amended and Restated "Liquid Markets" Agreement, dated
August 20, 1997, between The Corporate Executive Board Company
and Derek C. van Bever, as amended on December 28, 1998.*+
10.39 --Letter to Michael A. D'Amato from the Chairman of The
Corporate Executive Board Company re Accelerated Vesting of
Options.*+
10.40 --Clarification Letter to Michael A. D'Amato from The
Corporate Executive Board Company re Stock Option
Agreements.*+
10.41 --Letter to Jeffrey Zients from David Bradley re Accelerated
Vesting of Options.*+
10.42 --Clarification Letter to Jeffrey Zients from The Corporate
Executive Board Company re Stock Option Agreements.*+
10.43 --Term Sheet for Director Non-Qualified Stock Options between
Robert C. Hall and The Corporate Executive Board Company.*+
10.44 --Term Sheet for Director Non-Qualified Stock Options between
David W. Kenny and The Corporate Executive Board Company.*+
10.45 --Term Sheet for Director Non-Qualified Stock Options between
Stephen G. Pagliuca and The Corporate Executive Board
Company.*+
10.46 --Term Sheet for Director Non-Qualified Stock Options between
Jeffrey D. Zients and The Corporate Executive Board Company.*+
10.47 --Term Sheet for Director Non-Qualified Stock Options between
Michael A. D'Amato and The Corporate Executive Board Company,
as amended on January 27, 1999.*+
21.1 --List of the Subsidiaries of The Corporate Executive Board
Company: None.
23.1 --Consent of Arthur Andersen LLP
23.2 --[Omitted.]
24.1 --[Omitted.]
27 --Financial Data Schedule
* Incorporated by reference to the same exhibit to the registrant's
Registration Statement on Form S-1, declared effective by the Securities
and Exchange Commission on February 22, 1999 (Registration No. 333-5983).
+ Compensation arrangement.
(b) Reports on Form 8-K.
None.
(c) Exhibits
(d) Financial statements schedules: The financial statement schedules for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission are either not required under the
related instructions or are inapplicable, and therefore have been
omitted, except for Schedule II--Valuation and Qualifying Accounts
which is provided below.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of The Corporate Executive Board Company:
We have audited, in accordance with generally accepted auditing standards,
the financial statements of The Corporate Executive Board Company (formerly The
Corporate Advisory Board Company and a division of The Advisory Board Company
until October 31, 1997) included in this registration statement and have issued
our report thereon dated January 31, 2000. Our audits were made for the purpose
of forming an opinion on the basic financial statements taken as a whole. The
Schedule II--Valuation and Qualifying Accounts is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Washington, D.C.
January 31, 2000
THE CORPORATE EXECUTIVE BOARD COMPANY
Schedule II--Valuation and Qualifying Accounts
(In thousands)
Additions Additions
Balance at Charged to Charged to Deductions
Beginning Costs and Other from Balance at
of Year Expenses Accounts Reserve End of Year
---------- ---------- ---------- ---------- -----------
Year ending December 31, 1997
Allowance for doubtful accounts............................... $ 400 $1,180 $ -- $ 580 $1,000
------ ------ ---------- ------ ------
$ 400 $1,180 $ -- $ 580 $1,000
====== ====== ========== ====== ======
Year ending December 31, 1998
Allowance for doubtful accounts............................... $1,000 $1,409 $ -- $1,176 $1,233
------ ------ ---------- ------ ------
$1,000 $1,409 $ -- $1,176 $1,233
====== ====== ========== ====== ======
Year ending December 31, 1999
Allowance for doubtful accounts............................... $1,233 $1,851 $ -- $1,743 $1,341
------ ------ ---------- ------ ------
$1,233 $1,851 $ -- $1,743 $1,341
====== ====== ========== ====== ======
Signatures
Pursuant to the requirements of section 13 or 15(d) 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 dated as of March 28, 2000.
The Corporate Executive Board Company
By /s/ James J. McGonigle
---------------------------------
James J. McGonigle
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed by the following persons in the capacities indicated on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ James J. McGonigle
- ---------------------- Chief Executive Officer and Director March 24, 2000
James J. McGonigle (Principal Executive Officer)
/s/ Clay M. Whitson
- ---------------------- Chief Financial Officer (Principal March 24, 2000
Clay M. Whitson Financial Officer and Principal
Accounting Officer)
- ---------------------- Director, Chairman of the Board March 24, 2000
Jeffrey D. Zients
/s/ Michael A. D'Amato
- ---------------------- Director March 24, 2000
Michael A. D'Amato
/s/ Robert C. Hall
- ---------------------- Director March 24, 2000
Robert C. Hall
- ---------------------- Director March 24, 2000
David W. Kenny
- ---------------------- Director March 24, 2000
Stephen G. Pagliuca
/s/ Harold L. Siebert
- ---------------------- Director March 24, 2000
Harold L. Siebert