8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 24, 2007

THE CORPORATE EXECUTIVE BOARD COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-24799	52-2056410
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2000 Pennsylvania Avenue, N.W., Washington, D.C.	20006
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 777-5000

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     In a press release on October 24, 2007, The Corporate Executive Board Company (the “Company”) announced and commented on its financial results for the third quarter ended September 30, 2007 and provided a financial outlook for fiscal 2007. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Description
99.1	The Corporate Executive Board Company’s press release for third quarter 2007 earnings.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Corporate Executive Board Company (Registrant)
Date: October 25, 2007

By: /s/ Timothy R. Yost     

Timothy R. Yost 

Chief Financial Officer 

 

Exhibit Index

Exhibit No.	Description
99.1	The Corporate Executive Board Company’s press release for third quarter 2007 earnings.

 

EX-99.1

Exhibit 99.1

Contact:	Timothy R. Yost	2000 Pennsylvania Avenue, N.W.
	Chief Financial Officer	Suite 6000
	(202) 777-5455	Washington, D.C. 20006
	heroldl@executiveboard.com	www.executiveboard.com

THE CORPORATE EXECUTIVE BOARD REPORTS THIRD-QUARTER DILUTED EARNINGS
PER SHARE OF $0.59 AND 15% REVENUE GROWTH

WASHINGTON, D.C. — (October 24, 2007) - The Corporate Executive Board Company (“CEB” or the “Company”) (NASDAQ: EXBD) today announces financial results for the third quarter ended September 30, 2007. Revenues for the third quarter increased 15.1% to $136.3 million from $118.4 million for the third quarter of 2006. Net income increased 1.3% to $21.4 million from $21.1 million. Diluted earnings per share for the third quarter of 2007 increased 13.5% to $0.59 from $0.52 for the third quarter of 2006.

For the first nine months of 2007, revenues were $390.5 million, a 16.5% increase from $335.1 million for the first nine months of 2006. Net income for the first nine months of 2007 increased 3.7% to $58.1 million from $56.0 million for the first nine months of 2006. Diluted earnings per share for the first nine months of 2007 were $1.54, a 12.4% increase from $1.37 for the first nine months of 2006.

Contract Value growth in the third quarter of 2007 was 16.2%, as a result of continued cross-sales to existing clients, new client acquisitions, and new program launches. The average cross-sell ratio was 3.53, reflecting cross-sell ratios of 4.05 in the Company’s large corporate market and 1.31 in the middle market. Growth from new clients continued to be strong as experienced over the past two years, and is tracking towards the high end of its annual guidance range. This strong growth came from both the traditional larger company markets as well as from the middle market. Growth from cross sales and new programs were tracking towards their annual guidance ranges. Companies joining their first CEB program in the quarter included: Red Bull GmbH; Red Wing Shoe Company, Inc.; Swiss International Air Lines; University of California; VeriFone, Inc.; and Wipro Ltd.

Tom Monahan, Chief Executive Officer commented, “I’m pleased with the progress we made in the quarter on several fronts, including our ongoing efforts to rebuild the sales force and the quality of those new hires. We ended the quarter with 293 sales teams putting us on track towards our year end goal. There are, however, areas where there is still plenty of work to do, particularly in reducing the time to productivity for those new sales hires and continuing to rebuild our sales pipelines as we enter the fourth quarter. This will have the effect of moving some sales related activities and expenses from the third quarter to the fourth quarter, and resulted in lower than budgeted marketing and member services expense for the third quarter. I remain confident that we will continue to realize measurable returns on the investments we put in place across 2007 and that these investments will set us up for a strong start to 2008.

“Today, I am pleased to announce the fifth of the six to seven membership programs we will launch in 2007, the Logistics Leadership Board (LLB). LLB serves senior executives responsible for managing the distribution networks and activities of our member companies. As with all our new programs, LLB program has benefited enormously from the advice and guidance of our charter members, including senior executives from: Cisco Systems, Inc.; Jabil Circuit, Inc.; Merck & Co., Inc.; Rohm and Haas Company; and Target Corporation. This brings our total number of membership-based programs to 47.”

Share Repurchase

During the nine months ended September 30, 2007, the Company repurchased approximately 3,793,000 shares of its common stock at a total cost of $270.8 million. Repurchases will continue to be made in open market and privately negotiated transactions subject to market conditions. No minimum number of shares has been fixed. The Company is funding its share repurchases with cash on hand and cash generated from operations.

Outlook for 2007

The following statements summarize the Company’s guidance for 2007. For the fourth quarter of 2007, the Company expects revenues of approximately $143.5-$149.5 million. This will equate to annual revenue growth for 2007 of approximately 16.0-17.5%.

The Company is raising its guidance on annual diluted earnings per share for 2007 to a range of $2.11 to $2.16. Included in this amount is approximately $0.40 of share-based compensation expense. For the fourth quarter of 2007, the Company expects diluted earnings per share of $0.57-$0.62. This includes approximately $0.02 of additional expenses for certain sales activities in the fourth quarter which were originally planned for the third quarter.

For the full year 2007, the Company expects other income of approximately $16.5 to $17.0 million, an effective income tax rate of approximately 38.5% and diluted weighted shares outstanding of approximately 37.0–37.5 million.

The diluted earnings per share, interest income and weighted shares outstanding guidance includes only share repurchases made as of September 30, 2007.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are hereby cautioned that these statements may be affected by the important factors, among others, set forth below and in CEB’s filings with the U.S. Securities and Exchange Commission, and consequently, actual operations and results may differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated by forward-looking statements include, among others, our dependence on renewals of our membership-based services, difficulties we may experience in anticipating market trends, our need to attract and retain a significant number of highly skilled employees, fluctuations in operating results, our potential inability to protect our intellectual property rights, our potential exposure to loss of revenue resulting from our unconditional service guarantee, various factors that could affect our estimated income tax rate or our ability to use our existing deferred tax assets, changes in estimates or assumptions under FAS No. 123(R), whether the Washington, D.C. Office of Tax and Revenue withdraws our QHTC status and possible volatility of our stock price. These and other factors are discussed more fully in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of CEB’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, its 2006 Annual Report on Form 10-K. The forward-looking statements in this press release are made as of October 24, 2007, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

The Corporate Executive Board Company is a leading provider of best practices research and analysis focusing on corporate strategy, operations and general management issues. CEB provides its integrated set of services currently to more than 3,700 of the world’s largest and most prestigious corporations, including over 80% of the Fortune 500. These services are provided primarily on an annual subscription basis and include best practices research studies, executive education seminars, customized research briefs and Web-based access to a library of over 275,000 corporate best practices.

Financial Highlights
(In thousands, except per share data)
(Unaudited)

	Selected			Three Months Ended				Selected			Nine Months Ended
	Growth			September 30,				Growth			September 30,
	Rates			2007		2006		Rates			2007		2006
Financial Highlights
(GAAP, as reported):
Revenues		15.1	%	$	136,288	$	118,390		16.5	%	$	390,510	$	335,121
Net income		1.3	%	$	21,392	$	21,112		3.7	%	$	58,085	$	55,994
Basic earnings per share		13.2	%	$	0.60	$	0.53		12.1	%	$	1.57	$	1.40
Diluted earnings per share		13.5	%	$	0.59	$	0.52		12.4	%	$	1.54	$	1.37
Weighted average shares outstanding:
Basic					35,932		39,759					37,106		39,937
Diluted					36,346		40,481					37,626		41,007

THE CORPORATE EXECUTIVE BOARD COMPANY
Operating Statistic and Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Selected			Three Months Ended						Selected			Nine Months Ended
	Growth			September 30,						Growth			September 30,
	Rates			2007			2006			Rates			2007			2006
Operating Statistic
Contract Value (1) (at period end)		16.2	%	$	523,134		$	450,288
Financial Highlights
Revenues		15.1	%	$	136,288		$	118,390			16.5	%	$	390,510		$	335,121
Cost of services (2)					45,600			42,757						137,540			119,276
Gross profit					90,688			75,633						252,970			215,845
Member relations and marketing (2)					38,063			30,455						109,791			91,230
General and administrative (2)					16,898			14,818						52,923			45,343
Depreciation and amortization					4,176			2,141						10,247			6,563
Income from operations		11.8	%		31,551			28,219			10.0	%		80,009			72,709
Other income, net					3,233			6,109						14,437			18,337
Income before provision for income taxes					34,784			34,328						94,446			91,046
Provision for income taxes					13,392			13,216						36,361			35,052
Net income		1.3	%	$	21,392		$	21,112			3.7	%	$	58,085		$	55,994
Basic earnings per share		13.2	%	$	0.60		$	0.53			12.1	%	$	1.57		$	1.40
Diluted earnings per share		13.5	%	$	0.59		$	0.52			12.4	%	$	1.54		$	1.37
Weighted average shares outstanding
Basic					35,932			39,759						37,106			39,937
Diluted					36,346			40,481						37,626			41,007
Percentages of Revenues
Gross profit					66.5	%		63.9	%					64.8	%		64.4	%
Member relations and marketing					27.9	%		25.7	%					28.1	%		27.2	%
General and administrative					12.4	%		12.5	%					13.6	%		13.5	%
Depreciation and amortization					3.1	%		1.8	%					2.6	%		2.0	%
Income from operations					23.2	%		23.8	%					20.5	%		21.7	%

(1)

We define “Contract Value” as of the quarter-end as the aggregate annualized revenue attributed to all agreements in effect on such date, without regard to the remaining duration of any such agreement.

(2)

The following amounts relating to share-based compensation are included in the Statements of Operations above for the three months ended September 30, 2007 and 2006, respectively: Cost of services, $2,753 and $2,812, Member relations and marketing, $1,248 and $1,365 and General and administrative, $1,997 and $1,721. The following amounts relating to share-based compensation are included in the Statements of Operations above for the nine months ended September 30, 2007 and 2006, respectively: Cost of services, $8,616 and $9,140, Member relations and marketing, $3,772 and $4,298 and General and administrative, $5,707 and $5,559.

THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	Sept. 30, 2007		Dec. 31, 2006
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	73,906	$	171,367
Marketable securities		20,799		119,534
Membership fees receivable, net		84,489		153,107
Deferred income taxes, net		15,693		15,109
Deferred incentive compensation		11,060		13,160
Prepaid expenses and other current assets		9,147		9,881
Total current assets		215,094		482,158
Deferred income taxes, net		15,232		12,896
Marketable securities		78,112		196,386
Goodwill		42,246		6,364
Other intangible assets		20,566		1,462
Other non-current assets		18,978		9,801
Property and equipment, net		72,999		26,988
Total assets	$	463,227	$	736,055
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	50,991	$	66,773
Accrued incentive compensation		22,833		25,062
Deferred revenues		252,315		308,671
Total current liabilities		326,139		400,506
Other liabilities		51,284		17,684
Total liabilities		377,423		418,190
Total stockholders’ equity		85,804		317,865
Total liabilities and stockholders’ equity	$	463,227	$	736,055

THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Nine Months Ended
	September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,085		$	55,994
Adjustments to reconcile net income to net cash flows provided by Operating activities:
Depreciation and amortization		10,247			6,530
Deferred income taxes, net		(2,759	)		34,328
Share-based compensation		18,103			18,997
Excess tax benefits from share-based compensation arrangements		(2,409	)		(29,031	)
Amortization of marketable securities discounts, net		(633	)		(1,658	)
Changes in operating assets and liabilities:
Membership fees receivable, net		70,159			46,423
Deferred incentive compensation		2,100			1,589
Prepaid expenses and other current assets		734			(1,502	)
Other non-current assets		(5,291	)		(7,061	)
Accounts payable and accrued liabilities		(20,244	)		(8,891	)
Accrued incentive compensation		(2,229	)		(6,684	)
Deferred revenues		(56,356	)		(37,430	)
Other liabilities		2,400			5,694
Net cash flows provided by operating activities		71,907			77,298
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(16,482	)		(13,487	)
Cost method investment		(3,829	)		—
Acquisition of business, net of cash acquired		(58,288	)		—
Sales and maturities (purchases) of marketable securities, net		219,098			(194,537	)
Net cash flows provided by (used in) investing activities		140,499			(208,024	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of common stock options		691			2,890
Proceeds from the issuance of common stock under the Employee stock purchase plan		1,630			1,461
Excess tax benefits from share-based compensation arrangements		2,409			29,031
Purchase of treasury shares		(270,764	)		(166,807	)
Payment of dividends		(43,833	)		(35,680	)
Reimbursement of common stock offering costs		—			70
Payment of common stock offering costs		—			(70	)
Net cash flows used in financing activities		(309,867	)		(169,105	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(97,461	)		(299,831	)
Cash and cash equivalents, beginning of period		171,367			424,276
Cash and cash equivalents, end of period	$	73,906		$	124,445