UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2012
or
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 001-34849
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 52-2056410 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 1919 North Lynn Street Arlington, Virginia |
22209 | |
| (Address of principal executive offices) | (Zip Code) | |
(571) 303-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: Not applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Based upon the closing price of the registrant’s common stock as of June 30, 2012, the aggregate market value of the common stock held by non-affiliates of the registrant was $1,370,839,873*.
There were 33,376,415 shares of the registrant’s common stock outstanding at February 24, 2013.
| * | 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. |
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:
Portions of the registrant’s Proxy Statement relating to its 2013 Annual Stockholders’ Meeting to be filed pursuant to Regulation 14A within 120 days after year-end are incorporated by reference into Part III of this Report.
THE CORPORATE EXECUTIVE BOARD COMPANY
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Forward-Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements using words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” and variations of such words or similar expressions are intended to identify forward-looking statements. In addition, all statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any projections of revenue, margins, expenses, provision for income taxes, earnings, cash flows, share repurchases, acquisition synergies, foreign currency exchange rates or other financial items; any statements of the plans, strategies, and objectives of management for future operations, any statements concerning expected development, performance or market share relating to products or services; any statements regarding future economic conditions or performance; any statements regarding pending investigations, claims or disputes; any statements regarding the impact of the SHL acquisition and related debt financing on our future business, financial results or financial condition, including our liquidity and capital resources; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. You are hereby cautioned that these statements are based upon our expectations at the time we make them and may be affected by important factors including, among others, the factors set forth below and in our 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. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.
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; the sale of additional programs to existing members and our ability to attract new members; our potential failure to adapt to changing member needs and demands; our potential failure to develop and sell, or expand sales markets for our SHL tools and services; our potential inability to attract and retain a significant number of highly skilled employees or successfully manage succession planning issues; fluctuations in operating results; our potential inability to protect our intellectual property rights; our potential inability to adequately maintain and protect our information technology infrastructure and our member and client data; potential confusion about our rebranding, including our integration of the SHL brand, our potential exposure to loss of revenue resulting from our unconditional service guarantee; exposure to litigation related to our content; various factors that could affect our estimated income tax rate or our ability to utilize our deferred tax assets; changes in estimates, assumptions or revenue recognition policies used to prepare our consolidated financial statements; our potential inability to make, integrate, and maintain acquisitions and investments; the amount and timing of the benefits expected from acquisitions and investments including our acquisition of SHL; our potential inability to effectively manage the risks associated with the indebtedness we incurred and the senior secured credit facilities we entered into in connection with our acquisition of SHL or any additional indebtedness we may incur in the future; our potential inability to effectively manage the risks associated with our international operations, including the risk of foreign currency exchange fluctuations; our potential inability to effectively anticipate, plan for and respond to changing economic and financial markets conditions, especially in light of ongoing uncertainty in the worldwide economy and possible volatility of our stock price. These and various other important factors that could cause actual results to differ from expected or historic results are discussed more fully in this report, including under the heading “Risk Factors” in Item 1A of this report. It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement of all potential risks or uncertainties. All forward-looking statements contained in this Annual Report on Form 10-K are qualified by these cautionary statements and are made only as of the date this Annual Report on Form 10-K is filed. We assume no obligation and do not intend to update these forward-looking statements.
When we use the terms “Company,” “CEB,” “we,” “us” and “our” in this Annual Report on Form 10-K, we mean The Corporate Executive Board Company, a Delaware corporation, and its consolidated subsidiaries.
| Item 1. | Business. |
Our Company
CEB is a leading member-based advisory company that equips senior executives and their teams with insight and actionable solutions to drive corporate performance. Our mission is to unlock the potential of organizations and leaders by advancing the science and practice of management. We do this by combining the best practices of thousands of member companies with our proprietary research methodologies and human capital analytics. We deliver our products and services to a global customer base primarily through two relationship models: an annual, fixed-fee subscription for membership programs; and engagement-based fees for assessment services, development curriculum, customized analytics reports, and best practice implementation. At December 31, 2012, our member network included approximately 88% of the Fortune 500, 62% of the Dow Jones Asian Titans, and 80% of the FTSE 100. It spans more than 100 countries, 10,000 individual organizations, and 225,000 business professionals.
Our membership programs deliver comprehensive research and advisory services that align with executive leadership roles and enable members to focus efforts to address emerging and recurring business challenges efficiently and effectively. Our member network is integral to our business. Close relationships with our members provide us with the business insights, solutions, and analytics that we use to support executives and professionals during their careers.
In August 2012, we completed the acquisition of SHL Group Holdings I and its subsidiaries (“SHL”), a global leader in cloud-based talent acquisition and talent mobility tools and services for pre-hire testing and post-hire employee development, which is a part of the human capital management sector. In February 2012, we completed the acquisition of Valtera Corporation (“Valtera”), which provides tools and services to assist organizations in hiring, engaging, and developing talent. The SHL and Valtera products deliver rich data, analytics, and insights for assessing and managing employees and applicants, and position clients to achieve better business results through enhanced intelligence on talent and key decision-making processes – from hiring and recruiting, to employee development and succession planning.
Our 2012 acquisitions enable us to combine our best practices, insights, and data from our membership programs with SHL and Valtera’s assessments, predictive analytics, and robust technology platforms. This combination increases our capabilities for helping clients manage talent, transform operations, and reduce risk. Over time, our member network and data sets grow and strengthen the impact of our products and services for our customers.
Our Operating Segments
Since the acquisition of SHL, we have had two operating segments, CEB and SHL. The CEB segment includes our membership programs for senior executives and their teams to drive corporate performance by identifying and building on the proven best practices of the world’s best companies. The SHL segment provides cloud-based solutions for talent assessment and talent mobility as well as professional services to support those solutions. Beginning with the fourth quarter of 2012, Personnel Decisions Research Institutes, Inc. (“PDRI”), a subsidiary acquired as part of the SHL acquisition, is included in the CEB segment. PDRI provides customized personnel assessment tools and services to various agencies of the US government. The SHL segment represents the acquired SHL business except for PDRI.
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Who We Serve
We serve executives and professionals in corporate functions at large corporate and middle market institutions in more than 100 countries. The corporate functions, which we consider our primary end markets, are the following:
| • | Human Resources; |
| • | Finance; |
| • | Legal and Compliance; |
| • | Sales and Marketing; and |
| • | Technology. |
We also serve operational leaders in the global financial services industry and US government. Senior executives in the financial services industry face unique business challenges arising from factors such as capital and financial markets, the economy, industry competition, litigation, and regulation. Function heads in the US government face management challenges specific to the public sector, often arising from economic, regulatory, environmental, compliance, and labor considerations. For both the financial services industry and the US government, we deliver a product and service portfolio of best demonstrated practices, operational insights, analytical tools, and peer collaboration designed to drive effective executive decision making.
Our Products and Services
We help senior executives and their teams drive corporate performance by equipping them with the actionable insights, analytic tools, and advisory support they need to improve performance. Our model, which we pioneered, helps members address recurring business challenges and unlock timely insight using proven best practices, tools, and analytical insights.
We sell a unique combination of resources to address business challenges:
| • | Best Practices and Decision Support. We help our members set direction for their team, function, and company by providing performance insights, benchmarks, and best practices. Through our proprietary research, we identify key economic leverage points and isolate high return-on-investment solutions for members to implement. We offer multiple memberships that align with functional and key industry leadership roles. We deliver our research through various channels, including Web-based resources, interactive workshops, live meetings, and published studies. In addition to the best practices, we create and maintain benchmarking assets with information from executives across industries covering information such as organizational structures, costs and productivity, as well as member experience and service quality. We draw on our expansive executive network to provide our members with insight into their function, how their performance compares to benchmark, and how to achieve improvement. We also provide members with networking opportunities, including through online peer discussion groups, on-request advice, feedback, and other peer interaction at both in-person and virtual events. |
| • | Talent Management and Measurement. We help organizations select, engage, and align their organizational talent against corporate objectives. Our assessment and development solutions help companies identify and manage talent investments. Our talent management and measurement products generally are implemented into pre-hire and post-hire assessments. These tools and services are based on the use of science and data to develop a talent strategy for clients that is linked to business results. The offerings include cognitive ability assessments, skills and/or knowledge assessments, personality questionnaires, and job/role simulations. |
| • | Management Tools and Solutions. We help organizations secure performance gains through consulting and technology. We deliver a suite of professional services, including best practice implementation, survey and diagnostic tools, and executive education. We offer targeted survey and diagnostic technology to aid executives in assessing the performance of their functions, processes, and teams. For certain of the best practices that we identify, we provide additional implementation support to executives seeking to improve their functional performance. Finally, for executives seeking to enhance skill development for themselves or their staff members, we deliver a proprietary executive education curriculum supported by e-learning resources. The curriculum may include skills diagnostic reports, learning portal access, classroom-based development sessions, Webinars, and virtual office hours with faculty. |
Our Business Strategy
Our strategy is to sell our cross-industry products and services to a global customer set of large corporate and middle market institutions. We intend to build on our existing foundation by deepening existing member relationships through renewals and cross-sales; leveraging opportunities in growth markets; and increasing our focus on talent management products through new product development. We intend to continue this strategy through the following efforts:
| 1. | Delivering Surplus Business Value. We seek to deliver business value through insightful content and support. Our products and services reflect an informed perspective on the critical workflows of senior executives and their teams and are designed to achieve business value by increasing economic growth, managing costs, mitigating risk, and transforming functional operations. In 2013, our teams will focus on continuing to create uniquely valuable content, link it to member workflow through people and technology, and measure the value that we create for our member companies. |
| 2. | Leading the Analytic Transformation of Talent Management. From our interactions with thousands of senior executives across all functional disciplines, we have found that the management of talent has emerged as a critical driver of corporate performance. Companies are beginning to manage talent with the same rigor applied to other corporate assets. As a global provider of human capital analytics, we are positioned to transform how companies make talent decisions. In addition to our legacy best practices research and insights in human resources, the acquisitions of SHL and Valtera greatly enhance our value proposition in the science and practice of talent management. In 2013, we intend to grow relationships with new and existing clients by enhancing our current service offerings – and cultivating a strong new product pipeline – with increased rigor in the management of human capital. |
| 3. | Achieving Brand Recognition That Matches Our Global Impact. We aspire to be the preferred source of guidance and advice for senior executives seeking to improve organizational performance. We develop or acquire compelling, “must have” content in our product domains, so that executives in our core functions will regularly seek our counsel and support for global impact. In 2013, we intend to continue to capture and demonstrate the increasing business value of engaging with CEB, which will further amplify our global brand. |
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Our Pricing
We believe that we offer a cost-effective alternative to traditional professional, information, and advisory services. For the majority of the CEB segment products and services, membership is for one year, with an annual subscription that is typically payable at the beginning of the contract term. Member subscription price varies by program and may be further adjusted based on a member’s revenue or headcount. We offer discounted pricing schedules and modified terms for members that purchase a large number of memberships. In 2012, no member or client accounted for more than 0.5% of consolidated revenue. Most CEB segment products and services offer a service guarantee, which allows members to request a refund of the fee in the event that they terminate their membership prior to the completion of their membership term. Under the service guarantee, refunds are provided on a pro-rata basis relative to the remaining membership term.
Certain of our products, such as our SHL segment products providing talent measurement and management solutions, have pricing models that are different from our membership products and services:
| • | Talent measurement and management solutions provide selection and assessment services to help organizations enhance staff performance, development, and engagement. For clients seeking long-term and/or high volume assessment solutions and monitoring, we provide contracted service subscriptions. For clients seeking more customized assessment services, deployment, or consultation, we provide engagement-specific pricing options. |
| • | Management tools and solutions product offerings provide customized survey and diagnostic tools, best practice implementation, and executive education to companies seeking premium service support. Generally, these elements are available on a customized fee basis, reflecting the client needs, engagement duration, and required service support. Our executive education offerings provide access, for an annual per-participant fee, to training and development services that may include skills diagnostic reports, learning portal access, classroom-based development sessions, Webinars, and virtual office hours with faculty. |
| • | PDRI performs consulting services, typically on long-term contracts, predominately serving the US government. The PDRI contracts vary between fixed firm price (“FFP”), time and material (“T&M”), license or FFP level of effort. |
Our Competition
We compete with companies that offer customized information and professional service products, such as traditional consulting firms; benchmarking firms; talent screening and assessment providers; background screening companies; recruitment process outsource services firms; executive search and leadership training providers; market research and data analytics firms; and training and development firms. These companies offer a variety of products and services, including market research, performance data, analysis, implementation services, employee surveys, talent assessments, networking opportunities, and educational programs. Our SHL segment generally competes against role or geographic focused assessment companies, SaaS providers, professional/consulting services, and data analytics firms.
Many of our competitors are significantly larger than CEB, have greater resources, and have the ability to grow and make transformative moves in the market for human capital and management solutions. We believe these competitors, in general, charge more for their products and services than we do or offer limited breadth across products, job roles or geographies. We also compete against entities such as trade associations, nonprofit organizations, research and database companies, as well as providers of free content over the Internet and through other delivery channels. We believe that these competitors offer less detailed, less trusted and/or lower-priced research, data or advice, and fewer networking opportunities and educational services. Our direct competitors generally compete with us in a single decision support center, a single corporate function (e.g., information technology), and/or in a specific industry.
We believe that our differentiators include the quality, diversity, and size of our client base and related member network; quality of research and analysis; effectiveness of service and advice; price; breadth, depth, and accessibility of data assets, range, and scope of product and service offerings, brand, and employees. We believe that we provide members and clients with significant value at a lower cost than either an internal research effort or an external consulting contract.
In November 2011, we extended a collaboration agreement with The Advisory Board Company, entered into in 2007, to enhance services to members and explore new product development opportunities. To advance these efforts, which require the companies to share proprietary information related to best practices products and services, agreements include a limited non-competition provision.
Our Employees
We employ individuals from top undergraduate and graduate programs, as well as experienced talent from outside CEB, who often have functional, industry, academic, industrial or organizational psychology, or consulting expertise. Our success depends on our ability to attract, develop, engage, and retain outstanding talent, including in both our commercial and research functions. We believe that we offer compelling career paths, opportunities for professional development, and competitive compensation. We compete for employees with numerous information and professional services providers, many of which are significantly larger than we are and, we believe, have greater resources than we do. At December 31, 2012, we employed approximately 3,400 staff members, an increase of approximately 60% versus December 31, 2011. Of this employee base, approximately 2,100 were located in the United States and Canada (primarily in Arlington, Virginia), 900 were located in Europe, the Middle East and Africa (primarily in the United Kingdom and Germany), 200 were located in India, and 200 were located in Australia and Singapore.
We believe that our relations with our employees remain favorable. In 2012, we continued to enhance our communications, professional development, performance management, recruiting, and on-boarding protocols in an effort to attract and retain talent with the capabilities required to perform effectively in light of increasing geographic, market, role, and product diversity.
Our Sales and Marketing Efforts
We sell our products, services, and assessments in more than 100 countries. We generally sell our membership products and services as a package, which enables executives and professionals to obtain the greatest value from the products and services, as well as from our global member network. Our talent measurement and management solutions are sold as subscription services for most clients, who require long-term assessment support, but they also can be customized to reflect the unique needs of clients. Our premium professional services generally are sold as separate engagements to more specifically address the timing and service delivery needs of our client base.
In 2012, we rebranded the company, which involved changing our master brand as well as several of our sub-brands for specific lines of business and offerings across both the parent company and some subsidiaries, an effort that is continuing in 2013. We also completed our acquisition of SHL and are in the process of integrating the brand of the SHL-related products and services in order to operate with a unified brand strategy.
Financial Information on Geographic Areas
For information regarding revenue related to our operations in the United States and foreign countries, see Note 19 to our consolidated financial statements.
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Corporate Information
CEB is a Delaware corporation that was incorporated in 1997. We are a publicly traded company with common stock listed on the New York Stock Exchange under the symbol “CEB.” Our executive offices are located at 1919 North Lynn Street, Arlington, Virginia, 22209. Our telephone number is (571) 303-3000. Our Website is www.executiveboard.com. The information contained on our Website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.
Available Information
We make available, free of charge, through our Website (follow the “Investors” link to the “Shareholder Information” link, then “SEC Filings”) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material was electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Our Corporate Governance Guidelines, Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Governance Committee) and Code of Conduct for Officers, Directors and Employees also are available at that same location on our Website.
| Item 1A. | Risk Factors. |
The following risks could materially and adversely affect our business, financial condition, and operating results. In addition to the risks discussed below and elsewhere in this Annual Report on Form 10-K, other risks and uncertainties not currently known to us or that we currently consider immaterial could, in the future, materially and adversely affect our business, financial condition, and operating results.
Risks related to our business
We may fail to attract new members to our programs, services, and products, obtain renewals from existing members, or sell additional programs, services, and products.
We derive the majority of our revenue from annual memberships for our programs, products, and services. Revenue growth depends on our ability to attract prospects to their first membership, sustain a high renewal rate of existing memberships, and sell additional products and services to existing members. This depends on our ability to understand and anticipate market and pricing trends and members’ needs, deliver high-quality and timely products and services to members, and deliver products and services that are more desirable than those of our competition. A significant and increasing part of our business focuses on talent management considerations within the organizations that we serve. Failure to achieve new member additions, to deliver acceptable member renewal rate levels, or to cross-sell additional memberships to existing members at the level we forecast, could materially and adversely affect our operating results.
If we do not retain CEB members for the duration of their membership terms, we would suffer a loss of future revenue due to our service guarantee.
We offer a service guarantee to most CEB research program members under which a member may request a refund of the membership fee. When available, refunds are provided on a proportionate basis relative to the unused period of the membership term. Requests for refunds by a significant number of our members could adversely affect our operating results and future growth. Failure to retain members at the level we forecast could materially and adversely affect our operating results.
We may have difficulty anticipating CEB member needs and demands, providing relevant support and advice, and developing new, profitable products and services.
Our CEB programs, products, and services provide insights, information, advice, and tools to business executives and professionals. Our continuing and future success depends on our ability to anticipate changing market trends and adapt our products and services to the evolving needs of our members, including in new and developing industries, business sectors, government entities, and geographies. The industries, business sectors, government entities, and geographies that we serve undergo frequent changes, which present significant challenges to our ability to provide members and prospects with current and timely products and services. A significant and increasing part of our business focuses on talent management considerations within the organizations that we serve. If the new programs, products, and services we have developed are not timely or relevant, we may experience increased member turnover, lower new business and renewal bookings, and decreased cross-sales of additional products and services to existing members, which could materially and adversely affect our operating results and future growth.
We may fail to continue to effectively develop, validate, support, and sell talent acquisition and talent mobility tools and services in our SHL business or extend our sales of those tools and services to new markets and geographies.
Our SHL business develops, validates, supports, and sells talent acquisition and talent mobility tools and services for pre-hire testing and post-hire employee development. These tools and services are based on the use of science and data to develop a talent strategy for clients that is linked to business results. Revenue growth in the SHL segment depends on our expertise, our ability to continue to develop predictive assessment intellectual property, our cloud-based SaaS platform, our proprietary database, our ability to measure results, and a continuing and growing interest in managing talent through analytics specifically and in human capital management generally. Failure to maintain our expertise, develop additional and validated predictive assessment and measurement tools, extend the adoption of SaaS and SaaS-related efforts as a mechanism for delivering our SHL products and services, expand our proprietary database, demonstrate success, or a slowing or uneven interest in managing talent through analytics either in our existing or developing markets, could materially and adversely affect our operating results.
We may not compete successfully and, as a result, may experience reduced or limited demand for our CEB programs, products, and services.
The broad advisory services industry, as well as the human capital management sector, we operate in is a highly competitive industry with low barriers to entry; numerous substitute products and services; shifting strategies and market positions including consolidation; many differentiators; and large global providers. We generally compete against traditional consulting firms, benchmarking firms, research and data analytic firms, training and development firms, trade associations, nonprofit organizations, and research and database companies, as well as providers of free content over the Internet and through other delivery channels. Many of our competitors are significantly larger than we are, have greater resources, and have the ability to grow and make transformative moves in the marketplace for human capital management solutions. We also compete against new entrants from the SaaS or data analytics industries, as well as against developing technologies such as social media, business intelligence software, and workflow software. To compete successfully and achieve our growth targets, we must successfully serve new and existing members with current products and services while developing and investing in new and competitive products and services for US and international members. Our failure to compete effectively with our competitors, both in terms of the quality and scope of our products and services, and in terms of price, could materially and adversely affect our operating results and future growth.
We may not compete successfully and, as a result, may experience reduced or limited demand for our talent acquisition and talent mobility tools and services.
The talent acquisition and talent mobility business, which is within the larger human capital management industry, is a highly competitive and developing industry with numerous specialists. Our SHL business generally competes against role or geographic focused assessment companies, SaaS providers, professional/consulting services, and data analytics firms. To compete successfully and achieve our growth targets for the SHL business, we must continue to support and develop scientifically-developed, IP-based assessment and analytics solutions; maintain and grow our proprietary database; deliver demonstrable return on investment to clients; support our products and services globally; support our cloud-based technology; and continue to provide consulting and training to support our assessment products. Our failure to compete effectively with our competitors could adversely affect our operating results and future growth.
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We may be unable to protect our intellectual property.
Our success is dependent on our intellectual property. We rely on a combination of laws and contractual arrangements to protect our proprietary rights in our products and services. We cannot assure that the steps we have taken to protect our intellectual property rights will be adequate to deter negligent or intentional misappropriation of our intellectual property or confidential information, or that we will be able to detect unauthorized uses and take timely and effective steps to enforce our rights, particularly as we expand our business to new geographies, where the legal and regulatory framework related to the protection of intellectual property may be less robust than in the United States and Europe. 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, and we might not prevail in such litigation. If others were able to use our intellectual property, our ability to charge our fees for our programs, products, services, or talent acquisition and talent mobility tools could be adversely affected. In addition, we may be subject to infringement claims as we become more well-known to non-practicing entities, sometimes referred to as patent trolls, that acquire and assert patents against other entities.
We may be exposed to litigation.
As a publisher and distributor of original research, analysis, and surveys; a user of third-party content; an on-line content provider through our products and services; and a developer and provider of talent acquisition and talent mobility tools, we face potential liability for trademark and copyright infringement, discriminatory impact, and other claims based on our products and services. Any such litigation, regardless of the merits and whether or not resulting in a judgment against us, could subject us to reputational harm and have a material adverse affect on our operating results. In addition, certain of our measurement and assessment products may carry risks of litigation for claims of non-compliance with employment laws related to hiring and promotion. To the extent clients choose not to purchase these products, or to the extent these claims are successful, these obligations could adversely affect our operating results.
We may experience confusion about our brand.
Market perceptions of our brand affect our reputation in the marketplace and our ability to attract and retain members and clients. In 2012, we rebranded the company, which involved changing our master brand as well as several of our sub-brands for specific lines of business and offerings across both the parent company and some subsidiaries, an effort that is continuing in 2013. We also completed our acquisition of SHL and are in the process of integrating the brand of the SHL-related products and services in order to operate with a unified brand strategy. If our members and clients, or prospective members or clients, are confused by our brand strategy, or if we do not effectively transfer brand equity from our legacy brands, or if our efforts to extend our brand equity from these various brands into existing or target markets are unsuccessful, our operating results and future growth could be adversely affected.
Continuing uncertainty in the global economy and the financial markets, particularly in Europe and emerging markets and in the financial services sector, as well as the current political situation in the United States, could adversely impact our business, operating results, financial condition, and liquidity.
Continuing global economic and financial market uncertainty, as well as the ongoing impact of the recent recession, particularly in Europe, and in the financial services sector, as well as the current political situation in the United States, could materially and adversely affect our business, operating results, financial condition, and liquidity. These conditions also could materially and adversely impact our existing and prospective members and clients, vendors, business partners, and growth prospects. If we are unable to successfully anticipate or adapt to uncertain or changing economic, financial, market, and government conditions, we may be unable to effectively plan for and respond to these changes, and our business could be materially and adversely affected. While we market and sell our products and services throughout the year, a significant percentage of our new business and renewal bookings within CEB historically have taken place in the first and fourth quarters of the year. Significant economic uncertainty or political dysfunction during these time periods could have a disproportionately adverse affect on our current and future operating results. In addition, the continuing global economic uncertainty and slowing growth could reduce the overall demand for professional information services and human capital management resources as global companies and government entities continue to manage purchasing, departmental budgets, company-wide discretionary spending; and reduce or manage their focus on talent management solutions. At December 31, 2012, approximately 20% of the CEB segment Contract Value was attributable to the financial services sector. Instability in the economy or in the financial services sector, government dysfunction, and could adversely affect our operating results.
We are subject to a number of risks as a US government contractor, which could harm our reputation, result in fines or penalties against us and/or adversely impact our financial condition.
Our PDRI products, as well as our membership products tailored for the public sector, provide services to US government agencies and therefore expose us to risks and added costs associated with government contracting, as well as risks of doing business with the federal government more generally. Our failure to comply with applicable laws and regulations could result in contract terminations, suspension or debarment from contracting with the US government, civil fines and damages, and criminal prosecution and penalties, any of which could cause our actual operating results to differ materially from those anticipated. In addition, sequestration under the Budget Control Act of 2011, a government shutdown, or other dysfunction could result in contract terminations and slowing sales, which could adversely affect our operating results.
US government agencies, including the Defense Contract Audit Agency, or DCAA, routinely audit our US government contracts and contractors’ administration processes and systems. An unfavorable outcome to an audit by the DCAA or another agency could cause our operating results to differ materially from those anticipated. If an investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines, and suspension or debarment from doing business with the US government. In addition, we would suffer serious harm to our reputation if allegations of impropriety were made against us. Each of these factors could cause actual operating results to differ materially from those anticipated. In addition, a reduction in government spending could adversely affect our operating results.
Risks related to our operations
Our acquisition of SHL, as well as our other smaller acquisitions, involve risks that differ from or are in addition to those faced by our existing operations and the SHL acquisition, as well as our smaller acquisitions, may not achieve their anticipated results.
In acquiring SHL, we expect that we would be able to realize various benefits, including, among other things, new product development and product enhancements, cross-selling and revenue enhancement opportunities, geographic expansion, cost savings, and operating efficiencies.
7
The SHL acquisition brings us capabilities and intellectual properties that address gaps in member and client needs and workflows in the human capital management sector. The acquisition involves financial, operational, human resources, business, legal, and regulatory risks that differ from or are in addition to those faced by our ongoing operations, including difficulties in accurately valuing the SHL business; difficulties and costs of integrating and maintaining the operations, personnel, technologies, products, vendors, and information systems of SHL; assumption of potential unknown risks and liabilities; difficulties achieving the target synergies, efficiencies, and cost savings; more cyclicality than exists in our CEB products and services; failure to retain key personnel and members; entry into and ongoing management of new geographical or product markets; exposure under acquisition-related agreements; the diversion of financial and management resources; the integration of a different set of products and services into our existing operations; and the integration of a new business segment while we are continuing to operate our existing business. As a result, we may not be able to achieve the expected benefits of the SHL acquisition, which could adversely affect our operating results and future growth. The SHL acquisition involves additional costs and has resulted in increased debt. It could also result in adverse tax consequences, additional share-based compensation expense, and the recording of amortization of amounts related to purchased intangible assets, any of which could adversely impact our operating results.
We may be unable to integrate the operations of SHL in the manner expected.
Our ability to achieve the anticipated benefits of the SHL acquisition is subject to a number of uncertainties, including whether SHL can be integrated in an efficient, effective, and timely manner with our historical business. It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees; brand confusion; reduced employee morale and engagement; the disruption of our businesses, processes, and systems; and inconsistencies in standards, controls, procedures, practices, policies, and compensation arrangements; any of which could adversely affect our ability to achieve the anticipated benefits of the acquisition as and when expected or at all. We may have difficulty effectively addressing possible differences in corporate cultures and management philosophies between the historical CEB business and the SHL business. In January 2011, SHL acquired PreVisor Inc., and the integration of that business could in turn affect the timing, efficiency, and effectiveness of our integration of the broader SHL business. In 2013, we will be integrating certain CEB Valtera products into our SHL segment, and the integration of that business, which we acquired in 2012, could in turn affect the timing, efficiency, and effectiveness of our integration of the broader SHL business as well as the CEB Valtera business. In addition, we may have difficulty effectively integrating information technology platforms, systems, and processes, and the IT integration may be more expensive and more difficult than we anticipated. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenue and efficiencies from the SHL acquisition and could adversely affect our operating results and future growth.
Our international operations, which have increased significantly with our acquisition of SHL, involve special risks.
Although we have had operations outside of the United States for a number of years, our acquisition of SHL has significantly expanded our non-US operations. We expect to continue our international expansion, and our international revenue is expected to account for an increasing portion of our revenue in the future.
Our international operations, particularly with the acquisition and ongoing integration of SHL, involve risks that differ from or are in addition to those faced by our US operations, including:
| • | difficulties in developing products, services, and technology tailored to the needs of members and clients around the world, including in emerging markets; |
| • | difficulties in serving members and clients around the world, including in emerging markets; |
| • | different employment laws and rules and related social and cultural factors that could result in cyclical fluctuations in use and revenue; |
| • | reliance on distributors and other third parties for sales and support of our SHL products; |
| • | cultural and language differences; |
| • | limited recognition of the “CEB” and “SHL” brands; |
| • | different regulatory and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, and trade sanctions, and other barriers to conducting business; |
| • | greater difficulties in managing our operations outside of the US; |
| • | different or less stable political, operating, and economic environments and market fluctuations; |
| • | civil disturbances or other catastrophic events that reduce business activity; |
| • | higher operating costs; |
| • | lower operating margins; |
| • | differing accounting principles and standards; |
| • | currency fluctuations between the US dollar and foreign currencies that could adversely affect financial and operating results; and |
| • | restrictions on or adverse tax consequences from the repatriation of earnings and trapped foreign losses. |
Because significant international expansion occurred as a result of a single acquisition that was completed in a relatively short period of time in 2012, we are still in the process of integrating our US and non-US management, operating activities, personnel, compliance, and information technology framework. If we are not able to efficiently adapt to or effectively manage our business in markets outside of the United States, our business prospects and operating results could be adversely affected.
We may fail to adequately operate, maintain, develop, and protect our information technology infrastructure.
We use our information technology infrastructure to serve our global membership and clients and support our employees and operations. Our failure to make the capital infrastructure expenditures and improvements necessary to remain technologically advanced, to meet our internal operational and business needs, including the integration of the CEB and SHL infrastructures, and to address information security, privacy, data management, business continuity, and other issues related to our infrastructure as well as with the infrastructure of our vendors, could adversely affect our development of new products and services, delivery of existing products and services, operating results, future performance, and reputation. Our failure to optimize or protect our information technology infrastructure could result in interruptions to our business and operations, which could materially affect our operating results, future growth, and reputation.
8
We may fail to adequately protect our member and client data.
In the normal course of operations, we collect and maintain confidential and sensitive data, including personal information, from our members and clients. We rely on a complex network of technical safeguards and internal controls to protect this data. Our failure to adequately protect this data, including our failure to continue to improve our internal controls or our failure to prevent the misuse of or misappropriation of member and client data could result in data loss, corruption, or breach. If a data loss, corruption, or breach occurs, we could be exposed to litigation from our members and clients, our reputation could be harmed, and we could lose existing and have difficulty attracting new members and clients, all of which could adversely affect our operating results.
Increased IT security threats and more sophisticated and targeted computer crime could pose a risk to our systems and services.
Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability, and integrity of data processed and stored on those systems and networks. While we attempt to mitigate these risks by employing a number of administrative, technical, and physical safeguards, including employee training; technical security controls; comprehensive monitoring of our networks and systems; and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to various threats. Depending on their nature and scope, such threats could potentially lead to the compromise of confidential information; improper use of our systems and networks; manipulation and destruction of data; defective products; production downtimes; and operational disruptions, which in turn could adversely affect our reputation, competitiveness, and operating results.
Interruptions in service at our data centers could adversely affect our business.
CEB delivers its programs, products, and services to members and clients primarily through online means. We have implemented plans and procedures to address service interruptions in each of our product infrastructures. However, we could experience natural disasters, power loss, cyber attacks, operator error, or similar events, which could cause an interruption in service or damage to our facilities and/or data. Our disaster recovery and business continuity plans and procedures may address many of the potential service interruptions, but these safeguards may not be adequate to prevent interruptions from certain causes or unforeseen types of events. Such service interruptions could prevent us from providing services to our members and clients or cause us to violate service level agreements with our members, which could adversely affect our ability to retain existing members and clients and attract new members and clients.
We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our operating results.
In connection with the preparation of our consolidated financial statements, we use certain estimates and assumptions based on historical experience and other factors. Our most critical accounting estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, as discussed in Note 2 to our consolidated financial statements, we make certain estimates, including decisions related to provisions for uncollectible revenue, income taxes, and other contingencies. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our operating results.
If there are any material weaknesses in disclosure controls and procedures or internal control over financial reporting of SHL, this could adversely impact our ability to provide timely and accurate financial information and other material public disclosures.
Our acquisition of SHL significantly expanded our business operations. While we have completed numerous acquisitions in the past, the SHL acquisition is significantly larger than any of those prior acquisitions. Accordingly, SHL will have a much more significant impact on our business, operating results, and financial condition.
The integration of acquisitions includes ensuring that our disclosure controls and procedures and our internal control over financial reporting effectively apply to and address the operations of newly acquired businesses. While we have made every effort to thoroughly understand SHL’s processes, our integration and evaluation of those processes is ongoing, and there can be no assurance that we will not encounter operational and financial reporting difficulties impacting our controls and procedures as we integrate the SHL business. As a result, and particularly in light of the broad geographic scope of the SHL business and the fact that SHL was not a public reporting company in the United States subject to the rules and regulations of the Securities and Exchange Commission or the listing requirements of the New York Stock Exchange, we may be required to modify our disclosure controls and procedures or our internal control over financial reporting to accommodate the newly acquired operations, and we may also be required to remediate any historic material weaknesses or deficiencies that we may discover at SHL, which was not included in our Sarbanes Oxley 404 Report for 2012. Our review and evaluation of disclosure controls and procedures and internal control over financial reporting of SHL will take time and require additional expense. In addition, if they are not effective on a timely basis, this could adversely affect our business, as well as our ability to provide timely and accurate financial information or other material public information. This also could adversely affect investors’ and the market’s perception of our company.
The acquisition of SHL may not be accretive to earnings, which may adversely affect the market price of our common stock.
The acquisition of SHL may not be accretive to earnings per share in 2013, which will be the first full year following completion of the acquisition. This is based on preliminary estimates that are subject to change. We could encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated from the acquisition on a timely basis or at all or be subject to other factors, and that could adversely affect preliminary estimates. Any of these factors could cause a decrease in our earnings per share or decrease or delay the accretive effect of the acquisition.
We expect to continue to incur acquisition-related costs in connection with the SHL acquisition.
We expect to continue to incur expenses related to combining the operations of SHL into CEB. Although we expect that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of SHL into CEB will offset the incremental transaction and acquisition-related costs over time, the combined company may not achieve this net benefit in the near term, or at all.
We may be subject to future impairment losses due to potential declines in the fair value of our assets.
Under accounting principles generally accepted in the United States, our acquisitions have been accounted for under the acquisition method. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. At December 31, 2012, the carrying value of goodwill and intangible assets recorded in acquisitions totaled $806.5 million and represented 61% of our total assets of approximately $1.3 billion.
We apply a fair value test to evaluate goodwill for impairment annually, in the fourth quarter of each year, and between these periods if events occur or circumstances change which suggest that the goodwill or intangible assets should be evaluated. Changes that might suggest that we perform an interim impairment test could include a reduction in our stock price and market capitalization, changes in estimated future cash flows, and changes in rates of growth in our industry or in either of our business segments.
The potential for goodwill impairment is increased during a period of economic uncertainty. To the extent we acquire a company at a negotiated price that reflects, at least in part, anticipated future performance, subsequent market conditions may result in the acquired business performing at a lower level than was anticipated at the time of the acquisition. Any of these changes would reduce our operating results and could cause the market price of our common stock to decline. A slowing recovery or new recession in the United States, a slow recovery or further recession in Europe, and slowing growth in the global economy may result in declining performance that would require us to examine our goodwill for potential additional impairment.
9
In carrying out a test for potential impairment, when available and as appropriate, we use a comparison between our estimate of fair value using discounted cash flows (the income approach) and market multiples derived from a set of competitors with comparable market characteristics (a market approach). Impairment assessment inherently involves management judgments as to the assumptions used to project amounts included in the valuation process and as to anticipated future market conditions and their potential effect on future performance. Changes in assumptions or estimates can materially affect the determination of fair value, and assumptions and estimates are subject to risks and uncertainties, including many over which we have little or no control. If we determine, based on our assumptions, judgments, estimates and projections, that no impairment exists as of a specific date, and if future events turn out to be materially less favorable than what we assumed or estimated in assessing fair value when we tested for impairment, we may be required at a future date (either as part of a subsequent annual evaluation or on an interim basis) to re-evaluate fair value and to recognize an impairment at that time and write down the carrying value of our goodwill and/or intangible assets.
Iconoculture sales bookings for the first six months of 2012 were lower than amounts previously estimated. Lower sales bookings may result in a decrease in revenue and cash flows from operations. The fair value of the reporting unit exceeded its carrying value by approximately 4% at June 30, 2012 and by less than 1% at October 1, 2012 and, thus, the goodwill and the carrying value of intangible assets of that reporting unit may be at risk for future impairment. To the extent the value of the goodwill or other intangible assets becomes impaired in the future; we will be required to incur non-cash charges relating to such impairment that will be recorded in our consolidated statements of operations. These charges could be material and could reduce our reported earnings significantly and adversely affect the market price of our common stock.
Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates.
We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our provision for income taxes. In the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. We also are subject to audits in various jurisdictions, and such jurisdictions may assess additional tax against us. Our acquisition of SHL, which is based in the United Kingdom and has entities in more than 20 countries, subjects us to additional tax regimes. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation, or the effects of a change in tax policy in the United States or in any of the numerous international jurisdictions where we do business, could have a material effect on our operating results in the period or periods for which that determination is made.
We are subject to foreign currency risk and may not be able to effectively hedge our exposure.
Our operating results are subject to risks related to fluctuations in foreign currency exchange rates. Prices for CEB segment programs, products, and services currently are denominated primarily in US dollars, even when sold outside the United States, although we began offering foreign currency billing to certain members outside of the United States in 2012. Prices for SHL segment tools and services are primarily denominated in the local currency of the SHL client. SHL clients are primarily located in the United Kingdom, the United States, and other parts of Europe and Asia. Many of the costs associated with our international operations are denominated in local currencies, and these costs have increased as a result of the SHL acquisition. We use financial instruments, primarily cash flow hedging instruments, to mitigate a portion of these risks related to the CEB segment operations in the United Kingdom. The maximum length of time of these hedging contracts is 12 months. Although we believe that our foreign exchange hedging policies are reasonable and prudent under the circumstances, they may only partially offset any adverse financial impact resulting from unfavorable changes in foreign currency exchange rates, especially if these changes are extreme and occur over a short period of time.
Our leverage could adversely affect our financial condition or operating flexibility and prevent us from fulfilling our obligations under our Senior Secured Credit Facilities.
Our total consolidated debt at December 31, 2012 was $545 million, consisting of $275 million under the Term Loan A Facility, $250 million under the Term Loan B Facility, and $20 million under the Revolving Credit Facility. In addition, we had $72.6 million of undrawn availability under the Revolving Credit Facility (after reduction of availability to cover $7.4 million of outstanding letters of credit) at December 31, 2012. The $20 million outstanding under the Revolving Credit Facility was repaid in January 2013.
Prior to the SHL acquisition, we historically had no significant outstanding indebtedness or any need to borrow significant funds. Accordingly, the negative and affirmative covenants in a typical bank debt facility, such as our Senior Secured Credit Facilities, have not imposed significant restrictions on the operation of our business. We also have not been required to devote any material portion of our cash flows from operations to debt service payments (including both interest and principal amortization).
Our level of indebtedness could have important consequences on our future operations, including:
| • | making it more difficult for us to satisfy our payment and other obligations under our outstanding debt, which may result in defaults; |
| • | resulting in an event of default if we fail to comply with the financial and other covenants contained in the credit agreement governing the Senior Secured Credit Facilities, which could result in all of our debt becoming immediately due and payable and could permit the lenders under our Senior Secured Credit Facilities to foreclose on our assets securing such debt; |
| • | subjecting us to the risk of increased sensitivity to interest rate increases in our outstanding indebtedness, which has a variable rate of interest, which could cause our debt service obligations to increase significantly; |
| • | reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions, and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; |
| • | limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; |
| • | placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and |
| • | increasing our vulnerability to the impact of adverse economic and industry conditions. |
10
We may incur significant additional indebtedness, which could further exacerbate the risks associated with our existing indebtedness.
We may incur substantial additional indebtedness in the future. The terms of our Senior Secured Credit Facilities limit, but do not prohibit, us from incurring additional indebtedness. This may include additional indebtedness under certain circumstances that may also be guaranteed by our domestic subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities. Our ability to incur additional indebtedness may have the effect of reducing the amounts available to pay amounts due with respect to our indebtedness. If we incur new debt or other liabilities, the related risks that we and our subsidiaries now face could intensify.
We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our payment obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments or to refinance our indebtedness depends on our future performance, which will be affected by financial, business and economic conditions, and other factors. We are not be able to control many of these factors, such as economic conditions in the industries in which we operate and competitive pressures. Our cash flows from operations may not be sufficient to allow us to pay principal and interest on our debt and to meet our other obligations. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these alternatives.
In the event that we need to refinance all or a portion of our outstanding debt before maturity or as it matures, we may not be able to obtain terms as favorable as the terms of our existing debt or refinance our existing debt at all. If interest rates or other factors existing at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to the refinanced debt would increase. Furthermore, if any rating agency changes our credit rating or outlook, our debt and equity securities could be adversely affected.
The covenants in our Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.
The Senior Secured Credit Facilities include negative covenants that may, subject to exceptions, limit our ability and the ability of our subsidiaries to, among other things:
| • | create, incur, assume, or suffer to exist liens; |
| • | make investments and loans; |
| • | create, incur, assume, or suffer to exist additional indebtedness or guarantees; |
| • | engage in mergers, acquisitions, consolidations, sale-leasebacks, and other asset sales and dispositions; |
| • | pay dividends or redeem, or repurchase our capital stock, except in certain specified circumstances; |
| • | alter the business that we and our subsidiaries conduct; |
| • | engage in certain transactions with officers, directors, and affiliates; |
| • | prepay, redeem or purchase other indebtedness; |
| • | enter into certain burdensome agreements; and |
| • | make material changes to accounting and reporting practices. |
In addition, the Senior Secured Credit Facilities include financial covenants that require us to maintain a maximum net leverage ratio.
Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in us being unable to comply with certain covenants contained in our Senior Secured Credit Facilities. If we violate these covenants and are unable to obtain waivers, our debt under the Senior Secured Credit Facilities would be in default and could be accelerated and could permit the lenders to foreclose on our assets securing the debt thereunder. If the indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our debt is in default for any reason, our cash flows, operating results, or financial condition could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.
Risks related to our people
We may be unable to retain key personnel, recruit highly skilled management and employees, or effectively plan for succession, including within the recently acquired SHL business.
Our continued and future success depends on our ability to retain key personnel, including senior leaders, skilled sales and research personnel, and the more than 200 industrial and organizational psychologists who are a critical component of our SHL business; and to hire, train, and retain highly skilled management and employees. We experience intense competition for our personnel from competitors and other businesses wherever we do business. In addition, current and prospective employees may experience uncertainty about their roles as a result of the SHL acquisition. In an effort to reduce risk, we are working to clarify roles and responsibilities in the expanded organization, and we also have employer protection agreements with senior staff that restrict them from competing with and soliciting employees from us following their employment. If we fail to retain key personnel, or to attract, train, and retain a sufficient number of highly skilled management and employees in the future, our operating results and future growth could be adversely affected, and the morale and productivity of our workforce in the near term could be disrupted.
Effective succession planning is also a key factor for our long-term success. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to key employees, including within the recently acquired SHL business, could adversely affect our long-term strategic planning and execution and negatively affect our business, financial condition, operating results, and prospects. Several members of the SHL leadership team at the time of the acquisition, including the CEO and CFO, have transitioned or will be transitioning out of their roles, and the operational transition and knowledge transfer for these roles to experienced management is underway. If we fail to enable the effective transfer of knowledge and facilitate smooth transitions for these and other key personnel, the operating results and future growth for our business could be adversely affected, and the morale and productivity of the workforce could be disrupted.
11
We rely on our executive officers, corporate leadership team, and the leaders of our geographic regions and departments for the success of our business.
We rely on our executive officers, our corporate leadership team, and the leaders of our geographic regions and departments to manage our operations. Given the range of our products and services, the scale of our operations, and our geographic scope, particularly following the SHL acquisition, these executives and senior managers must have a thorough understanding of our product and service offerings and operations, as well as the skills and experience necessary to manage a large organization in diverse geographic locations. If one or more members of our management team leaves and we cannot replace them with suitable candidates quickly or at all, or if members of our management team are not able to demonstrate the skills necessary in a global business, we could experience difficulty in managing our business properly. This could harm our business prospects, client relationships, employee morale, and operating results.
We may be unable to extend and maintain our corporate culture, which is a critical part of our success, as we expand geographically and integrate SHL into our existing business.
We believe that a critical contributor to our success to date has been our corporate culture, which we believe fosters product innovation, teamwork, strong member support and service, and employee morale. As we expand, including from the integration of employees from SHL and other businesses that we acquire, as well as by opening offices in new geographies, we may find it difficult to maintain important aspects of our corporate culture, which could adversely affect our ability to retain and recruit personnel and otherwise adversely affect our future success, business prospects, and client relationships.
| Item 1B. | Unresolved Staff Comments. |
None.
| Item 2. | Properties. |
Our corporate headquarters located in Arlington, Virginia consists of 625,000 square feet under a lease expiring in 2028. These facilities accommodate research, marketing and sales, information technology, administrative, and graphic and editorial services personnel. Our Arlington office also serves as the principal location for our CEB segment operations. We also lease offices in 13 other locations throughout the United States, and 8 offices internationally to support our CEB segment operations. Our SHL segment principal offices are located in Thames Ditton, England. In addition, we lease 14 other offices throughout Europe, 8 in Asia, 4 in North America, 3 in Africa, and 4 in the Australia and Oceania region to support our SHL segment operations. The terms of our leases generally contain provisions for rental and operating expense escalations. Our office leases have terms that expire between 2013 and 2028, exclusive of renewal options that we can exercise.
We believe that our existing and planned facilities will be adequate for our current needs and additional facilities are available for lease to meet any future needs. We sublease approximately 362,000 square feet of our corporate headquarters to unaffiliated third parties that will expire between 2018 and 2028. In addition, one current subtenant has the option for an additional 31,000 square feet beginning in 2014. We also sublease approximately 27,000 square feet at three of our other facilities.
| Item 3. | Legal Proceedings. |
From time to time, we are subject to litigation related to normal business operations. The Company vigorously defends itself in litigation and is not currently a party to, and our property is not subject to, any legal proceedings likely to materially affect our operating results.
| Item 4. | Mine Safety Disclosures. |
Not applicable.
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Market Information, Holders and Dividends
Since August 13, 2012, our common stock has been quoted on the New York Stock Exchange under the symbol “CEB.” Prior to that time, our common stock was quoted on the New York Stock Exchange under the symbol “EXBD.” At February 1, 2013, there were 39 stockholders of record. 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 New York Stock Exchange and cash dividends declared and paid per common share.
| High | Low | Dividends | ||||||||||
| 2012 |
||||||||||||
| First quarter |
$ | 43.91 | $ | 35.39 | $ | 0.175 | ||||||
| Second quarter |
43.93 | 34.54 | 0.175 | |||||||||
| Third quarter |
54.09 | 40.87 | 0.175 | |||||||||
| Fourth quarter |
$ | 54.38 | $ | 37.20 | $ | 0.175 | ||||||
| 2011 |
||||||||||||
| First quarter |
$ | 41.56 | $ | 35.97 | $ | 0.15 | ||||||
| Second quarter |
45.24 | 37.73 | 0.15 | |||||||||
| Third quarter |
45.79 | 28.08 | 0.15 | |||||||||
| Fourth quarter |
$ | 39.78 | $ | 27.90 | $ | 0.15 | ||||||
We expect to continue paying regular quarterly cash dividends, although there is no assurance as to future dividends because they depend on future earnings, capital requirements, and financial condition. In February 2013, the Board of Directors declared a first quarter 2013 cash dividend of $0.225 per common share.
Recent Sales of Unregistered Securities
There were no sales of unregistered equity securities in 2012.
12
Issuer Purchases of Equity Securities
A summary of our share repurchase activity for the fourth quarter of 2012 is set forth below:
| Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of a Publicly Announced Plan |
Approximate $ Value of Shares That May Yet Be Purchased Under the Plans (4) |
|||||||||||||
| October 1, 2012 to October 31, 2012 (1) |
268 | $ | 53.71 | — | $ | 28,063,156 | ||||||||||
| November 1, 2012 to November 30, 2012 (2) |
239,983 | 41.71 | 239,757 | 18,063,133 | ||||||||||||
| December 1, 2012 to December 31, 2012 (3)(4) |
3,010 | 41.54 | — | $ | — | |||||||||||
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| Total |
243,261 | $ | 41.72 | 239,757 | ||||||||||||
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| (1) | Includes 268 shares of common stock surrendered by employees to the Company to satisfy federal and state tax withholding obligations. |
| (2) | Includes 226 shares of common stock surrendered by employees to the Company to satisfy federal and state tax withholding obligations. |
| (3) | Includes 3,010 shares of common stock surrendered by employees to the Company to satisfy federal and state tax withholding obligations. |
| (4) | Remaining authorization of $18.1 million under the $50 million stock repurchase program approved by the Board of Directors in August 2011 expired on December 31, 2012. |
On February 5, 2013, our Board of Directors approved a new $50 million stock repurchase program, which is authorized through December 31, 2014. Repurchases may be made through open market purchases or privately negotiated transactions. The timing of repurchases and the exact number of shares of common stock to be repurchased will be determined by our management, in its discretion, and will depend upon market conditions and other factors. The program will be funded using our cash on hand and cash generated from operations.
| Item 6. | Selected Financial Data. |
The following table sets forth selected financial and operating data. The selected financial data presented below has been derived from our consolidated financial statements which have been audited by our independent registered public accounting firm. You should read the selected financial data presented below in conjunction with our consolidated financial statements, the notes to our consolidated financial statements, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Consolidated Statements of Operations Data
| Year Ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| (In thousands, except per-share amounts) | ||||||||||||||||||||
| Revenue |
||||||||||||||||||||
| CEB segment |
$ | 564,062 | $ | 484,663 | $ | 432,431 | $ | 436,562 | $ | 550,164 | ||||||||||
| SHL segment |
58,592 | — | — | — | — | |||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total revenue |
622,654 | 484,663 | 432,431 | 436,562 | 550,164 | |||||||||||||||
| Operating profit (loss) |
||||||||||||||||||||
| CEB segment |
97,013 | 96,485 | 82,974 | 73,785 | 117,762 | |||||||||||||||
| SHL segment |
(12,345 | ) | — | — | — | — | ||||||||||||||
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|
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|
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|
|
|
|||||||||||
| Total operating profit |
84,668 | 96,485 | 82,974 | 73,785 | 117,762 | |||||||||||||||
| Other (expense) income, net |
||||||||||||||||||||
| Interest income and other |
1,834 | 372 | 3,140 | 6,246 | (5,438 | ) | ||||||||||||||
| Interest expense |
(11,882 | ) | (550 | ) | — | — | — | |||||||||||||
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|
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|
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|
|
|
|||||||||||
| Total other (expense) income, net |
(10,048 | ) | (178 | ) | 3,140 | 6,246 | (5,438 | ) | ||||||||||||
| Income from continuing operations before provision for income taxes |
74,620 | 96,307 | 86,114 | 80,031 | 112,324 | |||||||||||||||
| Provision for income taxes |
37,569 | 38,860 | 34,015 | 30,197 | 45,420 | |||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from continuing operations |
37,051 | 57,447 | 52,099 | 49,834 | 66,904 | |||||||||||||||
| Loss from discontinued operations, net of tax (1) |
— | (4,792 | ) | (11,736 | ) | (4,205 | ) | (22,107 | ) | |||||||||||
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|
|
|
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|
|
|
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| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | $ | 45,629 | $ | 44,797 | ||||||||||
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|
|
|
|
|
|
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|
|
|||||||||||
| Basic earnings (loss) per share |
$ | 1.11 | $ | 1.55 | $ | 1.18 | $ | 1.34 | $ | 1.31 | ||||||||||
| Continuing operations |
1.11 | 1.69 | 1.52 | 1.46 | 1.96 | |||||||||||||||
| Discontinued operations |
— | (0.14 | ) | (0.34 | ) | (0.12 | ) | (0.65 | ) | |||||||||||
| Diluted earnings (loss) per share |
$ | 1.10 | $ | 1.53 | $ | 1.17 | $ | 1.33 | $ | 1.30 | ||||||||||
| Continuing operations |
1.10 | 1.67 | 1.51 | 1.45 | 1.95 | |||||||||||||||
| Discontinued operations |
— | (0.14 | ) | (0.34 | ) | (0.12 | ) | (0.65 | ) | |||||||||||
| Weighted average shares outstanding |
||||||||||||||||||||
| Basic |
33,462 | 34,071 | 34,256 | 34,111 | 34,205 | |||||||||||||||
| Diluted |
33,821 | 34,419 | 34,553 | 34,293 | 34,329 | |||||||||||||||
| Cash dividends declared and paid per common share |
$ | 0.70 | $ | 0.60 | $ | 0.44 | $ | 0.74 | $ | 1.76 | ||||||||||
13
Consolidated Balance Sheet Data
| December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Cash and cash equivalents and marketable securities |
$ | 72,699 | $ | 143,945 | $ | 123,462 | $ | 76,210 | $ | 76,103 | ||||||||||
| Total assets |
1,322,249 | 533,692 | 510,149 | 423,195 | 446,192 | |||||||||||||||
| Deferred revenue |
365,747 | 284,935 | 251,200 | 222,053 | 264,253 | |||||||||||||||
| Debt – long term |
528,280 | — | — | — | — | |||||||||||||||
| Total stockholders’ equity |
$ | 115,502 | $ | 79,564 | $ | 82,816 | $ | 50,277 | $ | 22,609 | ||||||||||
Non-GAAP Financial Measures
| December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Adjusted revenue |
$ | 639,788 | $ | 484,663 | $ | 432,431 | $ | 436,562 | $ | 550,164 | ||||||||||
| Adjusted EBITDA |
$ | 174,189 | $ | 120,757 | $ | 110,058 | $ | 127,850 | $ | 145,608 | ||||||||||
| Adjusted EBITDA margin |
27.2 | % | 24.9 | % | 25.5 | % | 29.3 | % | 26.5 | % | ||||||||||
| Adjusted net income |
$ | 86,153 | $ | 64,317 | $ | 58,772 | $ | 70,098 | $ | 80,203 | ||||||||||
| Non-GAAP diluted earnings per share |
$ | 2.55 | $ | 1.87 | $ | 1.70 | $ | 2.04 | $ | 2.34 | ||||||||||
Other Operating Statistics (Unaudited)
| December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| CEB segment Contract Value (in thousands) (2) |
$ | 561,823 | $ | 499,424 | $ | 447,051 | $ | 393,737 | $ | 487,107 | ||||||||||
| CEB segment member institutions |
6,090 | 5,738 | 5,271 | 4,812 | 5,114 | |||||||||||||||
| CEB segment Contract Value per member institution |
$ | 92,252 | $ | 87,040 | $ | 84,808 | $ | 81,824 | $ | 95,250 | ||||||||||
| CEB segment Wallet retention rate (3) |
102 | % | 100 | % | 101 | % | 73 | % | 83 | % | ||||||||||
| SHL segment Wallet retention rate (4) |
97 | % | — | — | — | — | ||||||||||||||
| (1) | Loss from discontinued operations for all periods presented includes the operating results for Toolbox.com which was sold in December 2011. |
| (2) | For the year then ended. We define “CEB segment Contract Value” as the aggregate annualized revenue attributed to all agreements in effect at a given date without regard to the remaining duration of any such agreement. CEB Contract Value does not include the impact of PDRI. |
| (3) | We define “CEB segment Wallet retention rate,” at the end of the quarter, as the total current year CEB segment Contract Value from prior year members as a percentage of the total prior year CEB segment Contract Value. The CEB segment Wallet retention rate does not include the impact of PDRI. |
| (4) | We define “SHL segment Wallet retention rate,” at the end of the quarter on a constant currency basis, as the last current 12 months of total SHL segment Adjusted revenue from prior year customers as a percentage of the prior 12 months of total SHL segment Adjusted Revenue. |
Non-GAAP Financial Measures
This Annual Report includes a discussion of Adjusted revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Non-GAAP diluted earnings per share, all of which are non-GAAP financial measures provided as a complement to the operating results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Beginning in the third quarter of 2012, we changed our definition of these non-GAAP measures to provide enhanced insight into the financial performance of our business. Specifically, we are now adjusting for the impact of the deferred revenue fair value adjustment, share-based compensation, and amortization of acquisition related intangibles when calculating these metrics. For comparative purposes, all prior period amounts have been recalculated using this definition.
The term “Adjusted revenue” refers to revenue before impact of the reduction of SHL revenue recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the SHL acquisition date to fair value (the “deferred revenue fair value adjustment”).
The term “Adjusted EBITDA” refers to a financial measure that we define as net income before loss from discontinued operations, net of provision for income taxes; interest expense, net; depreciation and amortization; provision for income taxes; the impact of the deferred revenue fair value adjustment; acquisition related costs; share-based compensation; costs associated with exit activities; restructuring costs; and gain on acquisition.
The term “Adjusted EBITDA margin” refers to Adjusted EBITDA as a percentage of Adjusted revenue.
The term “Adjusted Net Income” refers to net income before loss from discontinued operations, net of provision for income taxes and excludes the after tax effects of the impact of the deferred revenue fair value adjustment, acquisition related costs, share-based compensation, amortization of acquisition related intangibles, costs associated with exit activities, restructuring costs, and gain on acquisition.
“Non-GAAP Diluted Earnings per Share” refers to diluted earnings per share before the per share effect of loss from discontinued operations, net of provision for income taxes and excludes the after tax per share effects of the impact of the deferred revenue fair value adjustment, acquisition related costs, share-based compensation, amortization of acquisition related intangibles, costs associated with exit activities, restructuring costs, and gain on acquisition.
We believe that these non-GAAP financial measures are relevant and useful supplemental information for evaluating our operating results as compared from period to period and as compared to our competitors. We use these non-GAAP financial measures for internal budgeting and other managerial purposes, when publicly providing the Company’s business outlook, and as a measurement for potential acquisitions. These non-GAAP financial measures are not defined in the same manner by all companies and therefore may not be comparable to other similar titled measures used by other companies.
These non-GAAP measures may be considered in addition to results prepared in accordance with GAAP, but they should not be considered a substitute for, or superior to, GAAP results. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
A reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is provided below (in thousands, except per-share amounts):
14
Adjusted Revenue
| Year ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| Revenue |
$ | 622,654 | $ | 484,663 | $ | 432,431 | $ | 436,562 | $ | 550,164 | ||||||||||
| Impact of the deferred revenue fair value adjustment |
17,134 | — | — | — | — | |||||||||||||||
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|
|
|
|
|
|
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|
|
|||||||||||
| Adjusted revenue |
$ | 639,788 | $ | 484,663 | $ | 432,431 | $ | 436,562 | $ | 550,164 | ||||||||||
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Adjusted EBITDA
| Year ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | $ | 45,629 | $ | 44,797 | ||||||||||
| Loss from discontinued operations, net of provision for income taxes |
— | 4,792 | 11,736 | 4,205 | 22,107 | |||||||||||||||
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|
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|
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|
|||||||||||
| Income from continuing operations |
37,051 | 57,447 | 52,099 | 49,834 | 66,904 | |||||||||||||||
| Interest expense (income), net |
10,834 | (596 | ) | (1,526 | ) | (1,787 | ) | (4,268 | ) | |||||||||||
| Depreciation and amortization |
37,858 | 16,928 | 18,039 | 19,533 | 17,077 | |||||||||||||||
| Provision for income taxes |
37,569 | 38,860 | 34,015 | 30,197 | 45,420 | |||||||||||||||
| Impact of the deferred revenue fair value adjustment |
17,134 | — | — | — | — | |||||||||||||||
| Acquisition related costs |
24,529 | — | — | — | — | |||||||||||||||
| Share-based compensation |
9,214 | 8,118 | 7,431 | 10,667 | 12,469 | |||||||||||||||
| Costs associated with exit activities |
— | — | — | 11,518 | — | |||||||||||||||
| Restructuring costs |
— | — | — | 8,568 | 8,006 | |||||||||||||||
| Gain on acquisition |
— | — | — | (680 | ) | — | ||||||||||||||
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|
|
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|
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|
|
|||||||||||
| Adjusted EBITDA |
$ | 174,189 | $ | 120,757 | $ | 110,058 | $ | 127,850 | $ | 145,608 | ||||||||||
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|
|
|
|
|
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|
|
|||||||||||
| Adjusted EBITDA Margin |
27.2 | % | 24.9 | % | 25.5 | % | 29.3 | % | 26.5 | % | ||||||||||
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Adjusted Net Income
| Year ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | $ | 45,629 | $ | 44,797 | ||||||||||
| Loss from discontinued operations, net of provision for income taxes |
— | 4,792 | 11,736 | 4,205 | 22,107 | |||||||||||||||
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|
|
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|
|
|
|
|
|
|||||||||||
| Income from continuing operations |
37,051 | 57,447 | 52,099 | 49,834 | 66,904 | |||||||||||||||
| Impact of the deferred revenue fair value adjustment (1) |
12,474 | — | — | — | — | |||||||||||||||
| Acquisition related costs (1) |
18,427 | — | — | — | — | |||||||||||||||
| Share-based compensation (1) |
5,587 | 4,839 | 4,496 | 6,646 | 7,419 | |||||||||||||||
| Amortization of acquisition related intangibles (1) |
12,614 | 2,031 | 2,177 | 1,587 | 1,076 | |||||||||||||||
| Costs associated with exit activities (1) |
— | — | — | 7,141 | — | |||||||||||||||
| Restructuring costs (1) |
— | — | — | 5,312 | 4,804 | |||||||||||||||
| Gain on acquisition (1) |
— | — | — | (422 | ) | — | ||||||||||||||
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|
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| Adjusted net income |
$ | 86,153 | $ | 64,317 | $ | 58,772 | $ | 70,098 | $ | 80,203 | ||||||||||
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Non-GAAP Diluted Earnings per Share
| Year ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| Diluted earnings per share |
$ | 1.10 | $ | 1.53 | $ | 1.17 | $ | 1.33 | $ | 1.30 | ||||||||||
| Loss from discontinued operations, net of provision for income taxes |
— | 0.14 | 0.34 | 0.12 | 0.65 | |||||||||||||||
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|
|||||||||||
| Diluted earnings per share from continuing operations |
1.10 | 1.67 | 1.51 | 1.45 | 1.95 | |||||||||||||||
| Impact of the deferred revenue fair value adjustment (1) |
0.37 | — | — | — | — | |||||||||||||||
| Acquisition related costs (1) |
0.54 | — | — | — | — | |||||||||||||||
| Share-based compensation (1) |
0.16 | 0.14 | 0.13 | 0.19 | 0.22 | |||||||||||||||
| Amortization of acquisition related intangibles (1) |
0.38 | 0.06 | 0.06 | 0.05 | 0.03 | |||||||||||||||
| Costs associated with exit activities (1) |
— | — | — | 0.20 | — | |||||||||||||||
| Restructuring costs (1) |
— | — | — | 0.16 | 0.14 | |||||||||||||||
| Gain on acquisition (1) |
— | — | — | (0.01 | ) | — | ||||||||||||||
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| Non-GAAP diluted earnings per share |
$ | 2.55 | $ | 1.87 | $ | 1.70 | $ | 2.04 | $ | 2.34 | ||||||||||
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| (1) | Adjustments are net of the estimated tax effect using statutory rates based on the relative amounts allocated to each jurisdiction in the applicable period. The following income tax rates were used: 27% for the deferred revenue fair value adjustment; 25% for acquisition related costs; 39% for share-based compensation; and 31% for amortization of acquisition related intangibles. |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with Item 6. “Selected Financial Data” and our annual audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For additional information regarding forward-looking statements and risk factors, see “Forward-Looking Statements” and Item 1A. “Risk Factors.”
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with US GAAP. Certain of these data are considered “non-GAAP financial measures.” For such measures, we have provided supplemental explanations and reconciliations in Item 6. “Selected Financial Data” under the heading “Non-GAAP Financial Measures.”
Business Overview
We are a provider of member-based advisory services, talent measurement assessments, and management solutions. We provide essential information, actionable insights, analytical tools, and advisory support to focus the efforts of executives and their teams. Through our acquisition of SHL Group Holdings I and its subsidiaries (“SHL”), we also provide cloud-based talent measurement and management solutions.
15
Revenue was $622.7 million in 2012, $484.7 million in 2011, and $432.4 million in 2010. Total costs and expenses were $538.0 million in 2012, $388.2 million in 2011, and $349.5 million in 2010. All years include the impacts of the following acquisitions from the date of the applicable acquisition: Iconoculture, Inc. (“Iconoculture”) acquired in May 2010, Baumgartner and Partner GmbH (“Baumgartner”) acquired in September 2011, Valtera, Inc. (“Valtera”) acquired in February 2012, and SHL Group Holdings I (“SHL”) acquired in August 2012.
Our acquisition of SHL, headquartered in the UK, significantly increased the breadth and geographic scope of our operations. As a result of the incurrence of substantial new indebtedness and the use of a significant amount of our cash on hand, our financial condition differs significantly from prior periods, and our operating results over the next year will likely not be comparable to our operating results for prior periods.
With the SHL acquisition, we now have two operating segments, CEB and SHL. The CEB segment includes the legacy CEB products and services provided to senior executives and their teams to drive corporate performance. The SHL segment provides cloud-based solutions for talent assessment and talent mobility as well as professional services to support those solutions. Beginning with the fourth quarter of 2012, Personnel Decisions Research Institutes, Inc. (“PDRI”), a subsidiary acquired as part of the SHL acquisition, is included in the CEB segment. PDRI provides customized personnel assessment tools and services to various agencies of the US government. CEB segment disclosures for 2012 include PDRI’s results of operations from August 2, 2012. The SHL segment represents the acquired SHL business except for PDRI.
CEB Segment
The CEB segment helps senior executives and their teams drive corporate performance by identifying and building on the proven best practices of the world’s best companies. We primarily deliver our products and services to a global client base through annual, fixed-fee membership subscriptions. Billings attributable to memberships for our CEB products and services initially are recorded as deferred revenue and then generally are recognized on a pro-rata basis over the membership contract term, which typically is 12 months. Generally, a member may request a refund of its membership fee during the membership term under our service guarantee. Refunds are provided from the date of the refund request on a pro-rata basis relative to the remaining term of the membership.
We offer comprehensive data analysis, research, and advisory services that align to executive leadership roles and key recurring decisions. To fully support our members, our products and services are offered across a wide range of industries and focus on several key corporate functions including: Finance, Corporate Services, and Corporate Strategy; Human Resources; Information Technology; Legal, Risk, and Compliance; and Sales, Marketing, and Communications.
In addition to these corporate functions, the CEB segment serves operational business leaders in the financial services industry and government agencies through insights, tools, and peer collaboration designed to drive effective executive decision making. As discussed above, the CEB segment also includes the results of operations for PDRI.
SHL Segment
The SHL segment is a global provider of cloud-based solutions for talent assessment and decision support, enabling client access to data, analytics and insights for assessing and managing employees and applicants. SHL primarily delivers assessments, consulting and training services. Assessment services are available online through metered and subscription arrangements. Consulting services are generally provided to customize assessment services and face to face assessments, delivered for a fixed fee. Training services consist of either bespoke or public courses related to use of assessments.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, fair value measures, and related disclosures of assets and liabilities. Accounting estimates and assumptions discussed in this section do not reflect a comprehensive list of all of our accounting policies, but are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. As a result, they are subject to an inherent degree of uncertainty. Many of these estimates include determining fair value. All of these estimates reflect our best judgment about current, and for some estimates future, economic and market conditions and their effects based on information available as of the date of preparation of such financial statements. If these conditions change from those expected, it is reasonably possible that the judgments and estimates that were made in connection with the preparation of our financial statements could change, which may result in future impairments of goodwill, intangible and long-lived assets, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other effects. For a more detailed discussion of the application of these and other accounting policies, see Note 2 to our consolidated financial statements. Our critical accounting policies include:
Revenue recognition
Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Certain fees are billed on an installment basis.
When service offerings include multiple deliverables that qualify as separate units of accounting, we allocate arrangement consideration at the inception of the contract period to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes vendor specific objective evidence (“VSOE”) if available; third-party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
| • | VSOE. We determine VSOE based on established pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. We limit our assessment of VSOE for each element to either the price charged when the same element is sold separately, or the price established by management having the relevant authority to do so for an element not yet sold separately. |
| • | TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether a selling price can be established based on TPE, which is determined based on competitor prices for similar offerings when sold separately. Generally, our services contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitors’ selling prices are for similar offerings on a stand-alone basis. As a result, we generally have not been able to establish selling price based on TPE. |
| • | BESP. When unable to establish a selling price using VSOE or TPE, BESP is used in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. BESP is determined for deliverables by considering multiple factors including, but not limited to, prices charged for similar offerings, market conditions, competitive landscape, and pricing practices. |
16
Our CEB segment generates the majority of its revenue from four primary service offerings: executive memberships, performance analytics, executive education, and services provided to the US government and its agencies by PDRI. CEB’s revenue is recognized as follows:
| • | Executive memberships. In general, the majority of the deliverables within our memberships are consistently available throughout the membership period. Revenue is generally recognized ratably over the term of the related agreement, which is typically 12 months. Membership fees are billable, and revenue recognition begins, when a member agrees to the terms of the membership. The fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. In some instances, a membership may include a service that is available only once, or on a limited basis, during the membership period. These services are separated from the remainder of the membership and arrangement consideration is allocated based on VSOE, if available, or BESP. The consideration allocated to services available only once or on a limited basis is recognized as revenue upon the earlier of the delivery of the service or the completion of the contract period, provided that all other criteria for recognition have been met. The arrangement consideration allocated to the remainder of the membership services continues to be recognized ratably. |
| • | Management tools and solutions. Revenue is generally recognized ratably from the date services begin, which is primarily after the design of the service outputs, through the completion of the services. |
| • | Executive education. Revenue is generally recognized as services are completed. The service offering generally includes one or more classroom-based training or presentation events. If more than one delivery date is evident, arrangement consideration is allocated on a pro-rata basis and revenue is recognized on the delivery date of each event. |
| • | Assessment services. Revenue is generally recognized as services are rendered. Certain of these services are provided to the US government and its agencies. Revenue under these contracts varies between fixed firm price (“FFP”), time and material (“T&M”), license or FFP level of effort. Revenue on FFP projects is recognized based on costs incurred compared to estimated costs at completion, resulting in percentage complete of the total contract value. Revenue on T&M projects is recognized based on total number of hours by labor category and negotiated contract rate plus any additional other direct costs. Revenue for licenses or subscriptions of IT products or platforms is recognized proportionately over the license period. For FFP level of effort projects, revenue is based on negotiated fixed rates of labor or deliverables, not to exceed the total contract FFP value. |
Our SHL segment generates the majority of its revenue from the sale of access to its cloud based tools through unit sale arrangements whereby units are redeemed for access or through subscription based arrangements, from the license of its tools, and from other related services. Revenue is recognized as follows:
| • | Online product. Revenue from web-based unit sales is recognized on usage, irrespective of whether the units are billed in advance or arrears. Some clients purchase a subscription giving limited or unlimited access to use of the SHL’s on-line offering. Revenue from subscription contracts is recognized ratably over the life of the contract for unlimited access and as units are delivered for limited access. |
| • | Licenses. License revenue is recognized ratably over the period of the license. |
| • | Consulting. Consulting revenue is recognized over the life of the project according to the stage of completion. In some cases, clients receive access to a defined number of consulting days when they purchase units or a subscription contract. In this situation, provided the consulting work can be unbundled from the on-line product sale, the consulting revenue is recognized when the consultant performs the work. Where it cannot be unbundled, it is recognized as part of the consumption of on-line units or the subscription contract. |
| • | Training: Training revenue is recognized upon delivery. |
| • | Outsourced assessment: Revenue from outsourced assessment projects is recognized ratably over the life of the project. |
Acquisitions
We record acquisitions using the acquisition method of accounting. We recognize all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, at their fair value at the acquisition date. We record the excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration. These assumptions and estimates reflect our expected use of the asset and the appropriate discount rates from a market participant perspective. Our estimates are based on historical experience and information obtained from the management of the acquired companies, and are determined with assistance from an independent third-party appraisal firm. Our significant assumptions and estimates can include, but are not limited to, the cash flows that an acquired asset is expected to generate in the future, the weighted-average cost of capital, long-term projected revenue and growth rates, and the estimated royalty rate in the application of the relief from royalty valuation method. These estimates are inherently uncertain. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.
Income taxes
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The realization of deferred tax assets is contingent on the generation of future taxable income. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. Net deferred tax liabilities totaled $47.4 million and net deferred tax assets totaled $36.9 million and included a valuation allowance of $11.2 million and $7.9 million at December 31, 2012 and 2011, respectively.
In determining the provision for income taxes, we analyze various factors, including projections of our annual earnings, tax jurisdictions in which the earnings will be generated, and the impact of state, local, and foreign income taxes. We file income tax returns in US federal, state, and foreign jurisdictions. With few exceptions, we are no longer subject to US federal, state, and local tax examinations in major tax jurisdictions for periods prior to 2009.
Goodwill and intangible assets
Goodwill represents the purchase price of acquired businesses in excess of the fair market value of net assets acquired. Intangible assets include customer relationships, trade names, and software. In 2012, we recognized approximately $414 million of goodwill and approximately $323 million of intangible assets from the SHL acquisition. The carrying value of goodwill and intangible assets recorded in acquisitions totaled $806.5 million at December 31, 2012 and represented 61% of our total assets of approximately $1.3 billion.
17
The potential for goodwill impairment is increased during a period of economic uncertainty. To the extent we acquire a company at a negotiated price that reflects, at least in part, anticipated future performance, subsequent market conditions may result in the acquired business performing at a lower level than was anticipated at the time of the acquisition. Any of these changes would reduce our operating results and could cause the market price of our common stock to decline. A slowing recovery or new recession in the United States, a slow recovery or further recession in Europe, and slowing growth in the global economy may result in declining performance that would require us to examine our goodwill for potential additional impairment.
We test our goodwill for impairment annually on October 1st or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors we consider important that could trigger an interim impairment review include, but are not limited to, the following:
| • | significant underperformance relative to expected historical or projected future operating results; |
| • | a significant change in the manner of our use of the acquired asset or the strategy for our overall business; |
| • | a significant negative industry or economic trend; and/or |
| • | our market capitalization relative to net book value. |
We assess our goodwill for impairment using a fair value approach at the reporting unit level. The goodwill impairment test is a two-step process, if necessary. The assessment of goodwill begins with an assessment of qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment is referred to as a “step zero” approach. If, based on the review of the qualitative factors, an entity determines it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, the entity would not be required to perform the two-step impairment test. If an entity determines otherwise, Step 1 of the two-step impairment test is required. Step 1 involves determining whether the estimated fair value of the reporting units exceeds the respective book value. If the fair value exceeds the book value, goodwill of that reporting unit is not impaired. However, if the book value exceeds the fair value of the reporting unit, goodwill may be impaired and additional analysis is required. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded.
In performing Step 1 of the goodwill impairment test, we compare the carrying amount of our reporting units to their estimated fair values. When available and as appropriate, we use a comparison between our estimate of fair value using discounted cash flows (the income approach) and market multiples derived from a set of competitors with comparable market characteristics (a market approach).
The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates, as our businesses operate in a number of markets and geographical regions. The assumptions utilized in the evaluation of the impairment of goodwill under the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of our reporting units. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth, and Adjusted EBITDA, tax rates, capital expenditures, weighted average cost of capital (“WACC”), and related discount rates and expected long-term growth rates. The assumptions which have the most significant effect on our valuations derived using a discounted cash flows methodology are: (1) the expected long-term growth rate of our reporting units’ cash flows and (2) the discount rate.
The cash flows employed in the income approach are based on our most recent budgets, forecasts and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the Company, considering the industry in which we operate and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and our WACC. The risk adjusted discount rate used represents the estimated WACC for our reporting units. The WACC is comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our equity and debt, and (4) an appropriate size premium.
In the second quarter of 2012, we identified an indicator of a possible impairment of the carrying value of the Iconoculture reporting unit. Iconoculture sales bookings for the first six months of 2012 were lower than amounts previously estimated. Lower sales bookings may result in a decrease in revenue and cash flows from operations. The carrying value of the Iconoculture reporting unit was $13.7 million at June 30, 2012, including $11.5 million of goodwill and $4.5 million of intangible assets. We calculated the fair value of the reporting unit using a discounted cash flow model (income approach) for the subsequent five year period with a terminal value. We used a discount rate of 16% and current estimates of sales bookings and cash flows. The fair value of the reporting unit exceeded its carrying value by approximately 4% at June 30, 2012 and by less than 1% at October 1, 2012.
Long-lived assets, including intangible assets
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable. At December 31, 2012, we have not identified any instances where the carrying values of our long-lived assets were not recoverable.
Deferred incentive compensation
Direct incentive compensation paid to our employees related to the negotiation of new and renewal customer arrangements is deferred and amortized over the term of the related arrangements.
Operating leases
We have non-cancelable operating lease agreements for our offices with lease periods expiring between 2013 and 2028. We are committed to pay a portion of the related operating expenses and real estate taxes under these lease agreements. We recognize rent expense under operating leases on a straight-line basis over the non-cancelable term of the lease, including free-rent periods. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. We recognize sublease income on a straight-line basis over the term of the sublease, including free rent periods and escalations, as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income.
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Share-based compensation
Share-based compensation expense is measured at the grant date of the share-based awards based on their fair value and is recognized on a straight-line basis over the vesting period, net of an estimated forfeiture rate. The grant date fair value of restricted stock units, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. The grant date fair value of stock appreciation rights is calculated using a lattice valuation model. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of our stock and estimated forfeiture rates of the awards. Fair value and forfeiture rate estimates are based on assumptions we believe to be reasonable. Actual future results may differ from those estimates.
Consolidated Results of Operations
The following table presents an overview of our results of operations (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Revenue |
$ | 622,654 | $ | 484,663 | $ | 432,431 | ||||||
| Costs and expenses: |
||||||||||||
| Cost of services |
223,766 | 167,258 | 153,283 | |||||||||
| Member relations and marketing |
178,204 | 142,324 | 121,239 | |||||||||
| General and administrative |
73,629 | 61,668 | 56,896 | |||||||||
| Acquisition related costs |
24,529 | — | — | |||||||||
| Depreciation and amortization |
37,858 | 16,928 | 18,039 | |||||||||
|
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|
|
|
|
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| Total costs and expenses |
537,986 | 388,178 | 349,457 | |||||||||
|
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|
|
|
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| Operating profit |
84,668 | 96,485 | 82,974 | |||||||||
| Other (expense) income, net |
||||||||||||
| Interest income and other |
1,834 | 372 | 3,140 | |||||||||
| Interest expense |
(11,882 | ) | (550 | ) | — | |||||||
|
|
|
|
|
|
|
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| Total other (expense) income, net |
(10,048 | ) | (178 | ) | 3,140 | |||||||
| Income from continuing operations before provision for income taxes |
74,620 | 96,307 | 86,114 | |||||||||
| Provision for income taxes |
37,569 | 38,860 | 34,015 | |||||||||
|
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|
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| Income from continuing operations |
37,051 | 57,447 | 52,099 | |||||||||
| Loss from discontinued operations, net of provision for income taxes |
— | (4,792 | ) | (11,736 | ) | |||||||
|
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|
|
|
|
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| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | ||||||
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Revenue and costs and expenses
See “Segment Results” below for a discussion of revenue and costs and expenses by segment.
Our operating costs and expenses consist of:
| • | Cost of services, which represents the costs associated with the production and delivery of our services and products, consisting of compensation, including share-based compensation; internal and external product advisors; the organization and delivery of membership meetings, seminars, and other events; third-party consulting; ongoing product development costs; production of published materials, costs of developing and supporting our membership Web platform and digital delivery of services and products; and associated support services. |
| • | Member relations and marketing, which represents the costs of acquiring new customers and the costs of account management, consisting of compensation, including sales incentives and share-based compensation; travel and related expenses; recruiting and training of personnel; sales and marketing materials; and associated support services, as well as the costs of maintaining our customer relationship management software. |
| • | General and administrative, which represents the costs associated with the corporate and administrative functions, including human resources and recruiting, finance and accounting, legal, management information systems, facilities management, business development, and other. Costs include compensation, including share-based compensation; third-party consulting and compliance expenses; and associated support services. |
| • | Acquisition related costs represent transaction and integration costs incurred in connection with acquisitions. |
| • | Depreciation and amortization, consisting of amortization of intangible assets and depreciation of our property and equipment, including leasehold improvements, furniture, fixtures and equipment, capitalized software and website development costs. |
Acquisition related costs
Acquisition related costs were $24.5 million in 2012 and primarily relate to the acquisition and integration of SHL and include $14.7 million of transaction costs, a $5.1 million settlement of the forward currency contract that we put in place on July 2, 2012 to hedge our obligation to pay a portion of the gross SHL purchase price in British pound sterling (“GBP”), and $4.7 million of integration costs.
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Other (expense) income, net
The following table presents the components of Other (expense) income, net (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Interest expense |
$ | (11,882 | ) | $ | (550 | ) | $ | — | ||||
| Increase (decrease) in fair value of deferred compensation plan assets |
1,700 | (456 | ) | 1,699 | ||||||||
| Foreign currency (loss) gain |
(1,259 | ) | (330 | ) | 54 | |||||||
| Interest income |
1,083 | 1,146 | 1,412 | |||||||||
| Other |
310 | 12 | (25 | ) | ||||||||
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| Other (expense) income, net |
(10,048 | ) | (178 | ) | 3,140 | |||||||
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The increase in interest expense reflects the costs of the borrowings incurred for the SHL acquisition for the period from August 2, 2012 to December 31, 2012.
Provision for income taxes
We recorded a provision for income taxes of $37.6 million, $38.9 million, and $34.0 million in 2012, 2011, and 2010, respectively. Changes in the effective tax rate in 2012 and 2011 were primarily due to permanently nondeductible expenses recognized for book purposes and changes in the reserve for contingencies. In 2012 the change also included the effects of foreign losses at income tax rates lower than the federal rate.
In 2012, our effective income tax rate was 50.3%. The difference between our effective income tax rate and the US statutory rate of 35% in 2012 is primarily due to state income taxes and nondeductible acquisition expenses related to the SHL acquisition. Our effective income tax rate in 2011 and 2010 was 40.4% and 39.5%, respectively. The difference between our effective income tax rate and the US statutory rate of 35% in 2011 and 2010 was primarily due to state income taxes, nondeductible expenses, and changes in the reserve for contingencies. With minor exceptions, income taxes are not provided for our foreign subsidiaries’ undistributed earnings, as such earnings are deemed to be permanently reinvested locally.
Net deferred tax liabilities were $47.4 million and net deferred tax assets were $36.9 million at December 31, 2012 and 2011, respectively. Deferred tax assets related to most accrued expenses and deferred revenue are expected to reverse within one year. Deferred tax assets related to share-based compensation are expected to reverse over three years. Deferred tax assets related to net operating loss carryforwards are expected to reverse over eight years. Deferred tax assets and liabilities related to goodwill, intangible assets, and operating leases are expected to reverse over periods up to fifteen years.
Loss from discontinued operations, net of provision for income taxes
On December 30, 2011, we sold substantially all of the assets of Toolbox.com for $2.1 million. As a result, we recorded a loss from discontinued operations of $4.8 million and $11.7 million 2011 and 2010, respectively.
In 2011, the loss from discontinued operations was comprised of a loss on disposal of $3.5 million and an operating loss of $3.8 million, net of the provision for income taxes of $2.5 million.
In 2010, the loss from discontinued operations was comprised of an operating loss of $17.7 million, including a $12.6 million impairment loss, net of the provision for income taxes of $6.0 million. In the third quarter of 2010, based on a combination of factors (including the economic environment and the near term outlook for advertising related revenue), we concluded that goodwill and intangible asset amounts previously recorded for our Toolbox.com reporting unit were impaired.
Segment Results
CEB Segment Operating Data
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| CEB segment Contract Value (in thousands) (1) |
$ | 561,823 | $ | 499,424 | $ | 447,051 | ||||||
| CEB segment Member institutions |
6,090 | 5,738 | 5,271 | |||||||||
| CEB segment Contract Value per member institution |
$ | 92,252 | $ | 87,040 | $ | 84,808 | ||||||
| CEB segment Wallet retention rate (2) |
102 | % | 100 | % | 101 | % | ||||||
| (1) | For the year then ended. We define “CEB segment Contract Value” as the aggregate annualized revenue attributed to all agreements in effect at a given date without regard to the remaining duration of any such agreement. CEB Contract Value does not include the impact of PDRI. |
| (2) | We define “CEB segment Wallet retention rate,” at the end of the quarter, as the total current year CEB segment Contract Value from prior year members as a percentage of the total prior year CEB segment Contract Value. The CEB segment Wallet retention rate does not include the impact of PDRI. |
CEB segment Contract Value increased 12.5% to $561.8 million at December 31, 2012 from $499.4 million at December 31, 2011 and increased 11.7% in 2011 from $447.1 million at December 31, 2010.
In 2012, Contract Value increased $62.4 million primarily as a result of increased sales to new and existing large corporate members, price increases, and the acquisition of Valtera.
In 2011, Contract Value increased $52.3 million primarily as a result of increased sales to new and existing large corporate members and price increases.
CEB Segment Results of Operations
The financial results presented below include the results of operations for the CEB segment in 2012, 2011, and 2010 (in thousands). In 2012, PDRI’s operating results are included for the period from August 2, 2012 to December 31, 2012.
20
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Revenue |
$ | 564,062 | $ | 484,663 | $ | 432,431 | ||||||
| Costs and expenses: |
||||||||||||
| Cost of services |
196,501 | 167,258 | 153,283 | |||||||||
| Member relations and marketing |
159,344 | 142,324 | 121,239 | |||||||||
| General and administrative |
64,403 | 61,668 | 56,896 | |||||||||
| Acquisition related costs |
22,430 | — | — | |||||||||
| Depreciation and amortization |
24,371 | 16,928 | 18,039 | |||||||||
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| Total costs and expenses |
467,049 | 388,178 | 349,457 | |||||||||
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| Operating profit |
97,013 | 96,485 | 82,974 | |||||||||
| Other (expense) income, net: |
||||||||||||
| Interest income and other |
2,358 | 372 | 3,140 | |||||||||
| Interest expense |
(11,468 | ) | (550 | ) | — | |||||||
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| Total other (expense) income, net |
(9,110 | ) | (178 | ) | 3,140 | |||||||
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| Income from continuing operations before provision for income taxes |
87,903 | 96,307 | 86,114 | |||||||||
| Provision for income taxes |
41,463 | 38,860 | 34,015 | |||||||||
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| Income from continuing operations |
$ | 46,440 | $ | 57,447 | $ | 52,099 | ||||||
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Reconciliation of CEB segment net income to Adjusted segment EBITDA (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Net income |
$ | 46,440 | $ | 52,655 | $ | 40,363 | ||||||
| Loss from discontinued operations, net of provision for income taxes |
— | 4,792 | 11,736 | |||||||||
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| Income from continuing operations |
46,440 | 57,447 | 52,099 | |||||||||
| Interest expense (income), net |
10,834 | (596 | ) | (1,526 | ) | |||||||
| Depreciation and amortization |
24,371 | 16,928 | 18,039 | |||||||||
| Provision for income taxes |
41,463 | 38,860 | 34,015 | |||||||||
| Acquisition related costs |
22,430 | — | — | |||||||||
| Share-based compensation |
9,062 | 8,118 | 7,431 | |||||||||
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| Adjusted segment EBITDA |
$ | 154,600 | $ | 120,757 | $ | 110,058 | ||||||
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| Adjusted segment EBITDA Margin |
27.4 | % | 24.9 | % | 25.5 | % | ||||||
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CEB Segment Revenue
In 2012, revenue increased $79.4 million, or 16.4%, to $564.1 million from $484.7 million in 2011 and increased $52.3 million, or 12.1%, in 2011 from $432.4 million in 2010.
The increase in 2012 was primarily due to an increase in sales bookings with new and existing customers. In addition, 2012 revenue included $12.6 million from PDRI and $13.3 from Valtera which were acquired in 2012.
In 2011, revenue increased due to an increase in sales bookings to new and existing customers and our ability to implement price increases, as well as the Baumgartner and Iconoculture acquisitions. This increase is net of a $3.6 million deferral from the adoption of Accounting Standards Update 2009-13, “Multiple Deliverable Revenue Arrangements,” on January 1, 2011.
CEB Segment Costs and Expenses
In 2012, costs and expenses were $467.0 million, an increase of $78.8 million from $388.2 million in 2011. In 2011, costs and expenses increased $38.7 million from $349.5 million in 2010. Changes in compensation and related costs, variable compensation, share-based compensation, third-party consulting, travel and related expenses, facilities costs, deferred compensation, additional costs from the businesses we acquired, and the impact of changes in the exchange rates of the US dollar to the British pound sterling (“GBP”) all contributed to year-over-year variances in costs and expenses. These items are allocated to Cost of services, Member relations and marketing, and General and administrative expenses. In 2012, costs and expenses include the partial year 2012 impact of the acquisitions of Valtera and PDRI and the full year 2012 impact of the acquisition of Baumgartner in September 2011. We discuss the major components of costs and expenses on an aggregate basis below:
| • | Compensation and related costs, including salaries, payroll taxes and benefits, increased $31.2 million in 2012 to $223.3 million from $192.1 million in 2011 and increased $27.2 million in 2011 from $164.9 million in 2010. The increase in 2012 was primarily due to headcount and salary increases, including the impact of the acquisitions discussed above. The increase in 2011 was primarily due to headcount and salary increases, as well as the Baumgartner and Iconoculture acquisitions. |
| • | Variable compensation, consisting of sales commissions and annual bonuses, increased $8.3 million in 2012 to $62.5 million from $54.2 million in 2011 and increased $3.4 million in 2011 from $50.8 million in 2010. The increase in 2012 was primarily due to a $5.6 million increase in the estimated payout of annual bonuses and a $2.7 million increase in sales incentive expense resulting from increased sales bookings. The increase in 2011 was primarily due to a $5.7 million increase in sales commission expense resulting from increased sales bookings partially offset by a decrease in sales commission rates. Additionally, the estimated payout of annual bonuses decreased $2.2 million. |
| • | Share-based compensation costs increased $1.0 million in 2012 to $9.1 million from $8.1 million in 2011 and increased $0.8 million in 2011 from $7.3 million in 2010. The increases in 2012 and 2011 were primarily due to an increase in the total fair value of awards granted in 2010 through 2012. |
| • | Third-party consulting increased $2.0 million in 2012 to $22.7 million from $20.7 million in 2011 and increased $0.1 million in 2011 from $20.6 million in 2010. The increases in 2012 and 2011 were primarily due to the use of consultants for member-facing technology development and the implementation of operating systems enhancements and external advisors supporting the CEB branding initiative. |
| • | Travel and related expense increased $2.2 million in 2012 to $24.9 million from $22.7 million in 2011 and increased $4.3 million in 2011 from $18.4 million in 2010. The increase in 2012 was primarily due to increased costs incurred in the delivery of advisory and research services. The increase in 2011 was related to both an increase in sales related travel and increased costs incurred in the delivery of advisory and research services. |
| • | Allocated facilities costs, consisting primarily of rent, operating expenses, and real estate tax escalations decreased $0.7 million in 2012 to $25.6 million from $26.3 million and decreased $2.6 million in 2011 from $28.9 million in 2010. The decreases in 2012 and 2011 are primarily due to the sublease of approximately 362,000 square feet of our corporate headquarters to third parties. |
21
| • | Deferred compensation costs included in operating expenses increased $2.1 million in 2012 to $1.6 million of expense from $0.5 million of income in 2011 and decreased $2.0 million in 2011 from $1.5 million of expense in 2010. Variances related to deferred compensation are the result of changes in the value of investments in variable insurance products held in a Rabbi Trust. Operating expense variances resulting from changes in the fair value of deferred compensation costs are offset in Other (expense) income and have no impact on net income or earnings per share. |
| • | Our operating expenses are impacted by currency fluctuations, primarily in the value of the GBP compared to the US dollar. The value of the GBP versus the US dollar was approximately $0.02 lower, on average, across 2012 compared to 2011 and approximately $0.05 lower, on average, across 2011 compared to 2010. Costs incurred for foreign subsidiaries will fluctuate based on changes in foreign currency rates in addition to other operational factors. We enter into cash flow hedges for our UK subsidiary to mitigate foreign currency risk, which offsets a portion of the impact foreign currency fluctuations have on costs and expenses. |
Cost of services
Cost of services increased 17.5%, or $29.2 million, to $196.5 million in 2012 from $167.3 million in 2011 and increased 9.1%, or $14.0 million, in 2011 from $153.3 million in 2010. The following table outlines the primary components of Cost of services (in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2012 | % of Revenue | 2011 | % of Revenue | 2010 | % of Revenue | |||||||||||||||||||
| Compensation and related |
$ | 108,371 | 19.2 | % | $ | 90,424 | 18.7 | % | $ | 78,570 | 18.2 | % | ||||||||||||
| Variable compensation |
20,542 | 3.6 | % | 15,857 | 3.3 | % | 17,882 | 4.1 | % | |||||||||||||||
| Share-based compensation |
3,302 | 0.6 | % | 3,130 | 0.6 | % | 1,933 | 0.4 | % | |||||||||||||||
| Third-party consulting |
13,826 | 2.5 | % | 12,490 | 2.6 | % | 13,121 | 3.0 | % | |||||||||||||||
| Travel and related |
11,623 | 2.1 | % | 9,932 | 2.0 | % | 8,082 | 1.9 | % | |||||||||||||||
| Allocated facilities |
10,690 | 1.9 | % | 10,852 | 2.2 | % | 12,237 | 2.8 | % | |||||||||||||||
| Deferred compensation expense (benefit) |
$ | 684 | 0.1 | % | $ | (234 | ) | (0.0 | )% | $ | 767 | 0.2 | % | |||||||||||
In 2012, the $17.9 million increase in compensation and related costs was primarily due to headcount acquired from Valtera and PDRI and increases in headcount and salaries at CEB. The increase in variable compensation of $4.7 million was due to an increase in the estimated payout of annual bonuses. The $1.7 million increase in travel and related costs was primarily due to increased costs incurred in the delivery of advisory and research services. The $1.3 million increase in third party consulting relates to enhancements in member facing technology and costs associated with the production and delivery services.
In 2011, the $11.9 million increase in compensation and related costs was primarily due to headcount increases relating to investments in our product research and delivery teams. The decrease in variable compensation of $2.0 million was due to lower estimated annual bonuses. Share-based compensation increased $1.2 million and third-party consulting decreased $0.6 million for the reasons outlined above. The $1.9 million increase in travel and related costs was due to increased costs incurred in the delivery of advisory and research services. The $1.4 million decrease in allocated facilities costs was primarily due to the sublease of a portion of our headquarters as discussed above. In addition, costs associated with the production and delivery of member meetings increased $1.2 million.
Cost of services as a percentage of revenue was 34.8% in 2012, 34.5% in 2011, and 35.4% in 2010.
Member relations and marketing
Member relations and marketing increased 11.9%, or $17.0 million, to $159.3 million in 2012 from $142.3 million in 2010 and increased 17.4%, or $21.1 million, in 2011 from $121.2 million in 2010. The following table outlines the primary components of Member relations and marketing (in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2012 | % of Revenue | 2011 | % of Revenue | 2010 | % of Revenue | |||||||||||||||||||
| Compensation and related |
$ | 80,736 | 14.3 | % | $ | 70,874 | 14.6 | % | $ | 57,976 | 13.4 | % | ||||||||||||
| Variable compensation |
35,538 | 6.3 | % | 32,359 | 6.7 | % | 26,158 | 6.0 | % | |||||||||||||||
| Share-based compensation |
1,841 | 0.3 | % | 1,642 | 0.3 | % | 1,156 | 0.3 | % | |||||||||||||||
| Third-party consulting |
3,790 | 0.7 | % | 2,442 | 0.5 | % | 2,400 | 0.6 | % | |||||||||||||||
| Travel and related |
11,222 | 2.0 | % | 10,901 | 2.2 | % | 9,288 | 2.1 | % | |||||||||||||||
| Allocated facilities |
11,244 | 2.0 | % | 11,701 | 2.4 | % | 11,789 | 2.7 | % | |||||||||||||||
| Deferred compensation expense (benefit) |
$ | 637 | 0.1 | % | $ | (108 | ) | (0.0 | )% | $ | 354 | 0.1 | % | |||||||||||
In 2012, the $9.9 million increase in compensation and related costs was primarily due to CEB headcount and salary increases and the resulting increases in payroll taxes and health benefits. The $3.2 million increase in variable compensation was primarily due to an increase in sales commission expense. Third party consulting increased $1.3 million due additional resources for branding and marketing activities.
In 2011, the $12.9 million increase in compensation and related costs was primarily due to headcount increases relating to additional capacity and support for our sales teams. The $6.2 million increase in variable compensation was primarily due to higher bookings across 2010 and 2011 and higher sales incentive rates compared to prior years. Travel and related costs increased $1.6 million from higher sales team travel rates. These increases were partially offset by a $0.9 million decrease in advertising expense and a $0.5 million decrease in deferred compensation expense.
Member relations and marketing expense as a percentage of revenue was 28.2% in 2012, 29.4% in 2011, and 28.0% in 2010.
General and administrative
General and administrative increased 4.4%, or $2.7 million, to $64.4 million in 2012 from $61.7 million in 2011 and increased 8.4%, or $4.8 million, in 2011 from $56.9 million in 2010. The following table outlines the primary components of General and administrative (in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2012 | % of Revenue | 2011 | % of Revenue | 2010 | % of Revenue | |||||||||||||||||||
| Compensation and related |
$ | 34,215 | 6.1 | % | $ | 30,815 | 6.4 | % | $ | 28,261 | 6.5 | % | ||||||||||||
| Variable compensation |
6,456 | 1.1 | % | 5,948 | 1.2 | % | 6,715 | 1.6 | % | |||||||||||||||
| Share-based compensation |
3,908 | 0.7 | % | 3,315 | 0.7 | % | 4,174 | 1.0 | % | |||||||||||||||
| Third-party consulting |
5,117 | 0.9 | % | 5,758 | 1.2 | % | 5,034 | 1.2 | % | |||||||||||||||
| Allocated facilities |
3,670 | 0.7 | % | 3,758 | 0.8 | % | 4,885 | 1.1 | % | |||||||||||||||
| Deferred compensation expense (benefit) |
$ | 268 | 0.0 | % | $ | (112 | ) | (0.0 | )% | $ | 370 | 0.1 | % | |||||||||||
22
In 2012, the $3.4 million increase in compensation and related costs was primarily due to headcount and salary increases at CEB and acquired headcount from PDRI. The $0.5 million increase in variable compensation was due to an increase in estimated annual bonus payout. Share-based compensation expense increased $0.6 million due to the reasons outlined above. These increases were partially offset by a $1.1 million decrease in legal fees.
In 2011, the $2.6 million increase in compensation and related costs was primarily due to headcount increases. The $0.8 million decrease in variable compensation was due to lower estimated annual bonuses. Share-based compensation expense decreased $0.9 million due to the lower total value of awards being amortized for administrative personnel than in prior years. The $1.1 million decrease in allocated facilities costs was primarily due to the sublease of a portion of our headquarters as discussed above. In addition, in the first quarter of 2011, we recorded a $1.7 million charge from an adjustment to the fair value of the Iconoculture earnout liability and a $1.3 million increase in legal and transaction related fees.
General and administrative expense as a percentage of revenue was 11.4% in 2012, 12.7% in 2011, and 13.2% in 2010.
Depreciation and amortization
Depreciation and amortization increased 44.4%, or $7.5 million, to $24.4 million in 2012 from $16.9 million in 2011 and decreased 6.1%, or $1.1 million, in 2011 from $18.0 million in 2010. The following table outlines the primary components of Depreciation and amortization (in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2012 | % of Revenue | 2011 | % of Revenue | 2010 | % of Revenue | |||||||||||||||||||
| Depreciation |
$ | 16,760 | 3.0 | % | $ | 13,565 | 2.8 | % | $ | 14,440 | 3.3 | % | ||||||||||||
| Amortization |
7,611 | 1.3 | % | 3,363 | 0.7 | % | 3,599 | 0.8 | % | |||||||||||||||
In 2012, the $3.2 million increase in depreciation is the result of the increase in capitalizable purchases from $10.2 million in 2011 to $17.5 million in 2012. These purchases related primarily to investments in hardware to support headcount growth and investments in member facing technology. The increase in amortization of $4.2 million related primarily to amortization from the 2012 acquisitions of Valtera and PDRI and the full year impact of the 2011 acquisition of Baumgartner.
In 2011, the decrease of $1.1 million was primarily due to lower depreciation as a result of the completion of the depreciable lives of certain fixed assets. In addition, there was a $0.2 million decrease in amortization.
Depreciation and amortization expense as a percentage of revenue was 4.3% in 2012, 3.5% in 2011, and 4.2% in 2010.
SHL Segment Results of Operations
The operating results presented below include the SHL segment for the period from August 2, 2012 to December 31, 2012 (in thousands).
| Period from August 2, 2012 to December 31, 2012 |
||||
| Revenue |
$ | 58,592 | ||
| Costs and expenses: |
||||
| Cost of services |
27,265 | |||
| Member relations and marketing |
18,860 | |||
| General and administrative |
9,226 | |||
| Acquisition related costs |
2,099 | |||
| Depreciation and amortization |
13,487 | |||
|
|
|
|||
| Total costs and expenses |
70,937 | |||
|
|
|
|||
| Operating loss |
(12,345 | ) | ||
| Other (expense) income , net |
||||
| Interest income and other |
(524 | ) | ||
| Interest expense |
(414 | ) | ||
|
|
|
|||
| Total other (expense) income, net |
(938 | ) | ||
|
|
|
|||
| Loss from operations before provision for income taxes |
(13,283 | ) | ||
| Provision for income taxes |
(3,894 | ) | ||
|
|
|
|||
| Net loss |
$ | (9,389 | ) | |
|
|
|
|||
Reconciliation of SHL segment revenue to Adjusted segment revenue (in thousands):
| Period from August 2, 2012 to December 31, 2012 |
||||
| Segment revenue |
$ | 58,592 | ||
| Impact of the deferred revenue fair value adjustment |
17,134 | |||
|
|
|
|||
| Adjusted segment revenue |
$ | 75,726 | ||
|
|
|
|||
Reconciliation of SHL segment income from continuing operations to Adjusted segment EBITDA (in thousands):
| Period from August 2, 2012 to December 31, 2012 |
||||
| Net loss |
$ | (9,389 | ) | |
| Interest (expense) income, net |
— | |||
| Depreciation and amortization |
13,487 | |||
| Provision for income taxes |
(3,894 | ) | ||
| Impact of the deferred revenue fair value adjustment |
17,134 | |||
| Acquisition related costs |
2,099 | |||
| Share-based compensation |
152 | |||
|
|
|
|||
| Adjusted segment EBITDA |
$ | 19,589 | ||
|
|
|
|||
| Adjusted segment EBITDA Margin |
25.9 | % | ||
|
|
|
|||
23
Revenue
Revenue in the period from August 2, 2012 to December 31, 2012 was $58.6 million. Deferred revenue at the acquisition date was recorded at fair value based on the estimated cost to provide the related services plus a reasonable profit margin on such costs. The reduction in deferred revenue from SHL’s historical cost to fair value was $35.0 million. The impact of the deferred revenue fair value adjustment was $17.1 million in 2012. It is expected that the remaining $17.9 million acquisition date deferred revenue adjustment will be recognized primarily in 2013 and approximately $5 million in 2014.
Cost of services
Cost of services in the period from August 2, 2012 to December 31, 2012 was $27.3 million and consisted primarily of $19.5 million of compensation and related costs, $3.0 million of overhead costs, including supplies and telecommunication costs, $1.8 million of facilities costs, and $1.3 million for estimated annual bonuses.
Member relations and marketing
Member relations and marketing in the period from August 2, 2012 to December 31, 2012 was $18.9 million and consisted primarily of $11.5 million of compensation and related costs, $2.5 million of sales related incentives, $1.1 million of overhead costs, and $0.9 million of facilities costs.
General and administrative
General and administrative in the period from August 2, 2012 to December 31, 2012 was $9.2 million and consisted primarily of $5.7 million of compensation and related costs, $0.5 million of third-party consulting, $0.8 million of overhead costs, $0.6 million for estimated annual bonuses, and $0.4 million of facilities costs.
Depreciation and amortization
Depreciation and amortization in the period from August 2, 2012 to December 31, 2012 was $13.5 million and consisted primarily of $10.7 million from the amortization of acquisition related intangible assets. The remaining $2.8 million relates to the depreciation of property and equipment.
Liquidity and Capital Resources
Historically, cash flows generated from operating activities have been our primary source of liquidity. In March 2011, we entered into a $100 million five-year senior unsecured, revolving credit facility (the “Prior Credit Facility”) with certain lenders. On July 2, 2012, in connection with the execution of the sale and purchase agreement related to the SHL acquisition, we entered into a senior secured credit agreement, which was amended and restated on July 18, 2012, and again on August 1, 2012 (as amended and restated, the “Senior Secured Credit Agreement”). The Senior Secured Credit Agreement provides for (i) a term loan A in an aggregate principal amount of $275 million (the “Term Loan A Facility”), (ii) a term loan B in an aggregate principal amount of $250 million (the “Term Loan B Facility” and together with the Term Loan A Facility, the “Term Facilities”) and (iii) a $100 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility and the Term Loan B Facility, the “Senior Secured Credit Facilities”).
On August 2, 2012, in connection with the closing of the SHL acquisition, the full amounts of the Term Loan A Facility and the Term Loan B Facility were drawn and $30 million under the Revolving Credit Facility was drawn. In addition, approximately $6 million of availability under the Revolving Credit Facility was used to cover letters of credit that were issued to replace similar letters of credit previously issued under the Company’s prior senior unsecured credit facility which was terminated concurrently with the drawings under the Senior Secured Credit Facilities. In addition to the net proceeds from the Senior Secured Credit Facilities, we used approximately $121 million of our available cash on hand to pay the remainder of the SHL purchase price. Available borrowings under the Revolving Credit Facility were approximately $73 million at December 31, 2012, which includes approximately $7 million reserved for outstanding letters of credit. We repaid $10 million of the principal amount outstanding under the Revolving Credit Facility in December 2012 and the remaining outstanding amount of $20 million in January 2013.
In addition to SHL, we completed several other acquisitions in 2012 and 2011 and a disposition which affected our liquidity position.
In February 2012, we completed the acquisition of Valtera. We acquired 100% of the equity interests of Valtera for a cash payment of $22.4 million less cash acquired of $1.9 million. The cash payment includes $4.7 million which was placed in escrow and will be held until March 13, 2013 at which point the funds will be released to the sellers.
In September 2011, we completed the acquisition of Baumgartner. We acquired 100% of the equity interests of Baumgartner for an initial cash payment of $6.4 million less cash acquired of $1.0 million. We will be required to pay up to an additional $1.5 million at various times prior to September 30, 2013.
In December 2011, we sold substantially all of the assets of Toolbox.com for $2.1 million. Cash flows from continuing operations were reported in combination with cash flows from discontinued operations.
We had cash and cash equivalents and marketable securities of $72.7 million and $143.9 million at December 31, 2012 and 2011, respectively. We believe that existing cash and cash equivalents and operating cash flows will be sufficient to support operations, including interest and required principal payments, anticipated capital expenditures, and the payment of dividends, as well as potential share repurchases for at least the next 12 months. Our future cash flows will depend on many factors, including our rate of Contract Value growth and selective investments to expand our market presence and enhance technology. At December 31, 2012, available borrowings under the Revolving Credit Facility were $72.6 million, net of $7.4 million supporting various letters of credit. The anticipated cash needs of our business could change significantly if we pursue and make investments in, or acquisitions of, complementary businesses, if economic conditions change from those currently prevailing or from those currently anticipated, or if other unexpected circumstances arise that may have a material effect on the cash flows or profitability of our business. Any of these events or circumstances could involve significant additional funding needs in excess of the identified currently available sources, including our Revolving Credit Facility, and could require us to seek additional financing as an additional source of liquidity to meet those needs. Our ability to obtain additional financing, if necessary, is subject to a variety of factors that we cannot predict with certainty, including our future profitability; our relative levels of debt and equity; the volatility and overall condition of the capital markets; and the market prices of our securities. As a result, any additional financing may not be available on acceptable terms or at all.
Approximately $48.5 million of our cash is held by our foreign subsidiaries. We manage our worldwide cash requirements by considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations, capital projects, and future acquisitions.
24
Cash Flows
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (in thousands) | ||||||||||||
| Net cash flows provided by operating activities |
$ | 122,155 | $ | 100,251 | $ | 85,095 | ||||||
| Net cash flows (used in) provided by investing activities |
(676,330 | ) | (4,922 | ) | 102 | |||||||
| Net cash flows provided by (used in) financing activities |
492,784 | (63,815 | ) | (14,459 | ) | |||||||
Historically, our primary uses of cash have been to fund acquisitions, capital expenditures, share repurchases, and dividend payments. With the Senior Secured Credit Facilities, our primary uses of cash in the future will also include debt service requirements.
Cash flows from operating activities
Our operating assets and liabilities consist primarily of billed and unbilled accounts receivable, accounts payable, accrued expenses, accrued compensation expense and deferred revenue. The timing of billings and collections of receivables as well as payments for compensation arrangements affect the changes in these balances.
Membership subscriptions, which principally are annually renewable agreements, generally are payable by members at the beginning of the contract term. Historically, the combination of revenue growth, profitable operations, and advance payments of membership subscriptions has resulted in net cash flows provided by operating activities.
Net cash flows provided by operating activities increased $21.9 million in 2012 from 2011 and increased $15.2 million in 2011 from 2010. The increase in net cash flows provided by operating activities in both 2012 and 2011 was primarily due to increases in sales bookings which results in higher customer payments and increases in deferred revenue.
We made income tax payments of $36.9 million, $28.3 million, and $39.4 million in 2012, 2011, and 2010, respectively, and expect to continue making tax payments in future periods. In 2011, the decrease in income tax payments was primarily due to the impact of tax deductions associated with the sale of Toolbox.com.
We made interest payments of $8.4 million in 2012.
Cash flows from investing activities
Our cash management, acquisition, and capital expenditure strategies affect cash flows from investing activities.
Net cash flows used in investing activities increased $671.4 million in 2012 from 2011 and decreased $5.0 million in 2011 from 2010. In 2012, we used $669.1 million for acquisitions, including $654.0 million for our acquisition of SHL. In 2011, we used $6.2 million for acquisitions of businesses, primarily due to Baumgartner, which included an initial payment of $6.4 million less cash acquired of $1.0 million. In 2010, we used $13.0 million for the Iconoculture acquisition, which included an initial payment of $9.0 million, net of cash acquired, and a working capital payment of $4.0 million.
Our capital expenditures increased $7.3 million to $17.5 million in 2012 from $10.2 million in 2011 and increased $1.9 million in 2011 from $8.3 million in 2010. The increases in capital expenditures were primarily due to equipment purchases to support headcount growth and investments in member facing technology.
We generated cash flows from the sales and maturities of marketable securities of $10.3 million, $9.8 million and $22.4 million in 2012, 2011, and 2010, respectively.
We estimate that capital expenditures to support our infrastructure will range from approximately $29 to $31 million in 2013, including approximately $4 to $5 million associated with the integration of SHL.
Cash flows from financing activities
Net cash flows provided by financing activities increased $556.6 million in 2012 from 2011 and decreased $49.3 million in 2011 from 2010. In 2012, the increase was primarily due to the financing we obtained for the SHL acquisition in the amount of $555.0 million, partially offset by credit facility issuance costs of $19.2 million and a $10.0 million repayment of outstanding amounts under the revolving credit facility in December 2012. Additionally, we used $10.0 million for share repurchases in 2012 compared to $40.3 million in 2011. Dividend payments increased to $23.4 million in 2012 from $20.4 million in 2011 and from $15.1 million in 2010. Our dividend rate was $0.175 per share per quarter in 2012, $0.15 per share per quarter in 2011, and $0.11 per share per quarter in 2010.
In February 2013, our Board of Directors declared a quarterly dividend of $0.225 per share for the first quarter of 2013.
Commitments and Contingencies
We continue to evaluate potential tax exposure relating to sales and use, payroll, income and property tax laws, and regulations for various states in which we sell or support our goods and services. Accruals for potential contingencies are recorded when it is probable that a liability has been incurred, and the liability can be reasonably estimated. As additional information becomes available, changes in the estimates of the liability are reported in the period that those changes occur. We had liabilities of $5.8 million and $3.0 million at December 31, 2012 and 2011, respectively, relating to certain sales and use tax regulations for states in which we sell or support our goods and services. The liability at December 31, 2012 includes $2.6 million recorded in the preliminary purchase price allocation for SHL.
The preliminary purchase price allocation for SHL included an unrecognized tax benefit and related penalties and interest of $5.9 million and is included in Other liabilities in the consolidated balance sheet at December 31, 2012.
25
Contractual Obligations
The following table summarizes our known contractual obligations at December 31, 2012 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):
| Payments Due by Period at December 31, 2012 | ||||||||||||||||||||||||||||
| Total | YE 2013 | YE 2014 | YE 2015 | YE 2016 | YE 2017 | Thereafter | ||||||||||||||||||||||
| Senior Secured Credit Facilities (1) |
$ | 645,256 | $ | 35,198 | $ | 34,722 | $ | 44,122 | $ | 43,376 | $ | 231,407 | $ | 256,431 | ||||||||||||||
| Operating lease obligations |
637,980 | 44,101 | 47,471 | 47,300 | 47,535 | 46,032 | 405,541 | |||||||||||||||||||||
| Deferred compensation liability |
14,397 | 1,698 | 640 | 434 | 478 | 247 | 10,900 | |||||||||||||||||||||
| Purchase commitments |
30,785 | 17,434 | 7,562 | 5,789 | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 1,328,418 | $ | 98,431 | $ | 90,395 | $ | 97,645 | $ | 91,389 | $ | 277,686 | $ | 672,872 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Sublease Receipts by Period (In Thousands) at December 31, 2012 | ||||||||||||||||||||||||||||
| Total | YE 2013 | YE 2014 | YE 2015 | YE 2016 | YE 2017 | Thereafter | ||||||||||||||||||||||
| Sublease receipts |
$ | 277,390 | $ | 14,562 | $ | 17,591 | $ | 19,178 | $ | 19,638 | $ | 20,111 | $ | 186,310 | ||||||||||||||
| (1) | Includes interest expense calculated using variable interest rates at December 31, 2012 of 3.21% for the Term Loan A Facility and the Revolving Credit Facility and 5.0% for the Term Loan B Facility. We may be required to make mandatory prepayments with the net cash proceeds of certain debt issuances, equity issuances, insurance receipts, dispositions and excess cash flows. The amounts presented in the tables above do not reflect any mandatory prepayments that we may be required to pay. In January 2013, we repaid the remaining $20 million outstanding under the Revolving Credit Facility at December 31, 2012. Thus, the amounts presented in the table above do not include any principal or interest amounts associated with the Revolving Credit Facility. |
Operating lease obligations include scheduled rent escalations. Purchase commitments primarily relate to information technology and infrastructure contracts.
Not included in the table above are unrecognized tax benefits of $5.1 million.
Off-Balance Sheet Arrangements
At December 31, 2012 and 2011, we had no off-balance sheet financing or other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing or other debt arrangements or for other contractually narrow or limited purposes.
Recent Accounting Pronouncements
See Note 3 to our consolidated financial statements for a description of recent accounting pronouncements.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
In the normal course of business, we are exposed to interest rate and foreign currency exchange rate risks that could impact our financial position and operating results.
Interest rate risk
Borrowings under the Senior Secured Credit Facilities bear interest at rates based on the ratio of the Company’s and its subsidiaries consolidated first lien indebtedness to the Company’s and its subsidiaries consolidated EBITDA (as defined in the Senior Secured Credit Agreement) for applicable periods specified in the Senior Secured Credit Agreement. The annual interest rate on the Term Loan A Facility and the Revolving Credit Facility was 3.21% and the annual interest rate on the Term Loan B Facility was 5.0% at December 31, 2012. A hypothetical increase or decrease of 10% in the LIBOR rate (before the applicable margin) would impact interest expense by $0.1 million for the Term Loan A Facility and Revolving Credit Facility, but would not impact interest expense for the Term Loan B Facility since the LIBOR rate would still be below the applicable minimum rate.
Additionally, we are exposed to interest rate risk through our portfolio of cash and cash equivalents, which is designed for safety of principal and liquidity. We do not currently hold any marketable securities. Cash and cash equivalents are primarily comprised of cash held in demand deposit accounts at various financial institutions. We perform periodic evaluations of the relative credit ratings related to cash and cash equivalents. We currently do not use derivative financial instruments to adjust our portfolio risk or income profile. A hypothetical 10% adverse movement in interest rates would not have a material impact on our operating results or cash flows.
Foreign currency risk
Our international operations subject us to risks related to currency exchange fluctuations. Prior to 2012, prices for our CEB segment products were denominated primarily in US dollars, even when sold to members that are located outside the United States. In 2012, we began denominating prices for CEB segment products in local currencies for the Australian dollar, GBP, and Euro. The costs associated with our operations located outside the United States are denominated in local currencies. As a consequence, increases in local currencies against the US dollar in countries where we have foreign operations would result in higher operating costs and, potentially, reduced earnings. We use forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with our cost reimbursement agreement with our UK subsidiary. A forward contract obligates us to exchange a predetermined amount of US dollars to make an equivalent GBP payment equal to the value of such exchange. The maximum length of time over which we hedge our exposure to the variability in future cash flows is 12 months.
The functional currency of SHL and its subsidiaries, as well as two other of the Company’s wholly-owned subsidiaries, is the applicable local currency. For these subsidiaries, the translation of their foreign currency into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates in the period. Capital accounts and other balances designated as long-tem in nature are translated at historical exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss).
The functional currency of the Company’s CEB UK and CEB India subsidiaries is the US dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing accounts receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are re-measured at the current exchange rate, with exchange gains and losses recorded in income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units, are re-measured at their historical exchange rates. A hypothetical 10% adverse movement in the value of the British Pound against the US dollar would not result in a material impact on earnings.
In 2012 and 2011 we recorded a net foreign currency loss of $1.3 million and $0.3 million, respectively, and in 2010 we recorded a net foreign currency net of $0.1 million, which are included in Other (expense) income, net in the consolidated statements of operations.
26
| Item 8. | Financial Statements and Supplementary Data. |
Report of Management’s Assessment of Internal Control Over Financial Reporting
Management is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States and include amounts based on management’s estimates and judgments.
Management also is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon the evaluation under this framework, management concluded with reasonable assurance that our internal control over financial reporting was effective as of December 31, 2012.
Our control environment is the foundation for our system of internal control over financial reporting and is reflected in our Code of Conduct for Officers, Directors and Employees. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures that are reviewed, modified and improved as changes occur in business conditions and operations.
The Audit Committee of the Board of Directors, which is comprised solely of outside directors, meets periodically with members of management and the independent auditors to review and discuss internal control over financial reporting and accounting and financial reporting matters. The independent registered public accounting firm reports to the Audit Committee and accordingly has full and free access to the Audit Committee at any time.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired SHL Group Holdings I entities, which are included in our 2012 consolidated financial statements since the acquisition date of August 2, 2012 and constituted 19% of total assets, excluding goodwill and intangible assets acquired, as of December 31, 2012 and 11% of revenue for the year then ended.
Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report, has issued an attestation report on the effectiveness of our internal controls over financial reporting as of December 31, 2012.
| /s/ Thomas L. Monahan III |
| Thomas L. Monahan III |
| Chief Executive Officer |
| March 1, 2013 |
| /s/ Richard S. Lindahl |
| Richard S. Lindahl |
| Chief Financial Officer |
| March 1, 2013 |
27
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm,
Regarding Internal Control Over Financial Reporting
The Board of Directors and Stockholders of
The Corporate Executive Board Company
We have audited The Corporate Executive Board Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporate Executive Board Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired SHL Group Holdings I entities, which are included in the 2012 consolidated financial statements of The Corporate Executive Board Company and constituted 19% of total assets, excluding goodwill and intangible assets acquired, as of December 31, 2012 and 11% of revenue for the year then ended. Our audit of internal control over financial reporting of The Corporate Executive Board Company also did not include an evaluation of the internal control over financial reporting of SHL Group Holdings I.
In our opinion, The Corporate Executive Board Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Corporate Executive Board Company and subsidiaries as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012 of The Corporate Executive Board Company and subsidiaries, and our report dated March 1, 2013 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Baltimore, Maryland
March 1, 2013
28
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm,
on the Audited Consolidated Financial Statements
The Board of Directors and Stockholders of
The Corporate Executive Board Company
We have audited the accompanying consolidated balance sheets of The Corporate Executive Board Company and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial position of The Corporate Executive Board Company and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with US generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Corporate Executive Board Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2013 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Baltimore, Maryland
March 1, 2013
29
THE CORPORATE EXECUTIVE BOARD COMPANY
(In Thousands, Except Share Amounts)
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 72,699 | $ | 133,429 | ||||
| Marketable securities |
— | 3,794 | ||||||
| Accounts receivable, net |
239,599 | 154,255 | ||||||
| Deferred income taxes, net |
15,669 | 17,844 | ||||||
| Deferred incentive compensation |
19,984 | 17,330 | ||||||
| Prepaid expenses and other current assets |
19,068 | 21,624 | ||||||
|
|
|
|
|
|||||
| Total current assets |
367,019 | 348,276 | ||||||
| Deferred income taxes, net |
283 | 20,490 | ||||||
| Marketable securities |
— | 6,722 | ||||||
| Property and equipment, net |
96,962 | 80,981 | ||||||
| Goodwill |
471,299 | 29,492 | ||||||
| Intangible assets, net |
335,191 | 13,581 | ||||||
| Other non-current assets |
51,495 | 34,150 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,322,249 | $ | 533,692 | ||||
|
|
|
|
|
|||||
| Liabilities and stockholders’ equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 84,363 | $ | 46,067 | ||||
| Accrued incentive compensation |
53,927 | 37,884 | ||||||
| Deferred revenue |
365,747 | 284,935 | ||||||
| Deferred income taxes, net |
3,537 | — | ||||||
| Debt – current portion |
12,479 | — | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
520,053 | 368,886 | ||||||
| Deferred income taxes |
59,773 | 1,436 | ||||||
| Other liabilities |
98,641 | 83,806 | ||||||
| Debt – long term |
528,280 | — | ||||||
|
|
|
|
|
|||||
| Total liabilities |
1,206,747 | 454,128 | ||||||
| Stockholders’ equity: |
||||||||
| Common stock, par value $0.01; 100,000,000 shares authorized; 44,220,685 and 43,857,020 shares issued and 33,337,337 and 33,302,495 shares outstanding at December 31, 2012 and 2011, respectively |
442 | 439 | ||||||
| Additional paid-in-capital |
427,491 | 418,318 | ||||||
| Retained earnings |
345,907 | 332,259 | ||||||
| Accumulated elements of other comprehensive income |
27,665 | 777 | ||||||
| Treasury stock, at cost, 10,883,348 and 10,554,525 shares at December 31, 2012 and 2011, respectively |
(686,003 | ) | (672,229 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
115,502 | 79,564 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 1,322,249 | $ | 533,692 | ||||
|
|
|
|
|
|||||
See accompanying notes to consolidated financial statements.
30
THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Revenue |
$ | 622,654 | $ | 484,663 | $ | 432,431 | ||||||
| Costs and expenses: |
||||||||||||
| Cost of services |
223,766 | 167,258 | 153,283 | |||||||||
| Member relations and marketing |
178,204 | 142,324 | 121,239 | |||||||||
| General and administrative |
73,629 | 61,668 | 56,896 | |||||||||
| Acquisition related costs |
24,529 | — | — | |||||||||
| Depreciation and amortization |
37,858 | 16,928 | 18,039 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total costs and expenses |
537,986 | 388,178 | 349,457 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating profit |
84,668 | 96,485 | 82,974 | |||||||||
| Other (expense) income, net |
||||||||||||
| Interest income and other |
1,834 | 372 | 3,140 | |||||||||
| Interest expense |
(11,882 | ) | (550 | ) | — | |||||||
|
|
|
|
|
|
|
|||||||
| Total other (expense) income, net |
(10,048 | ) | (178 | ) | 3,140 | |||||||
| Income from continuing operations before provision for income taxes |
74,620 | 96,307 | 86,114 | |||||||||
| Provision for income taxes |
37,569 | 38,860 | 34,015 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income from continuing operations |
37,051 | 57,447 | 52,099 | |||||||||
| Loss from discontinued operations, net of provision for income taxes |
— | (4,792 | ) | (11,736 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | ||||||
|
|
|
|
|
|
|
|||||||
| Basic earnings (loss) per share |
$ | 1.11 | $ | 1.55 | $ | 1.18 | ||||||
| Continuing operations |
1.11 | 1.69 | 1.52 | |||||||||
| Discontinued operations |
$ | — | $ | (0.14 | ) | $ | (0.34 | ) | ||||
| Diluted earnings (loss) per share |
$ | 1.10 | $ | 1.53 | $ | 1.17 | ||||||
| Continuing operations |
1.10 | 1.67 | 1.51 | |||||||||
| Discontinued operations |
$ | — | $ | (0.14 | ) | $ | (0.34 | ) | ||||
| Weighted average shares outstanding: |
||||||||||||
| Basic |
33,462 | 34,071 | 34,256 | |||||||||
| Diluted |
33,821 | 34,419 | 34,553 | |||||||||
| Dividends paid per share |
$ | 0.70 | $ | 0.60 | $ | 0.44 | ||||||
See accompanying notes to consolidated financial statements.
31
THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | ||||||
| Other comprehensive income (loss): |
||||||||||||
| Foreign currency translation adjustments |
26,871 | (492 | ) | 884 | ||||||||
| Unrealized gains (losses) on foreign currency contracts, net of reclassification adjustments and tax |
191 | (200 | ) | 109 | ||||||||
| Change in unrealized gains on available-for-sale marketable securities, net of tax |
(174 | ) | (245 | ) | (460 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income |
$ | 63,939 | $ | 51,718 | $ | 40,896 | ||||||
|
|
|
|
|
|
|
|||||||
See accompanying notes to consolidated financial statements.
32
THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Cash flows from operating activities: |
||||||||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | ||||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: |
||||||||||||
| Loss on disposal of discontinued operations |
— | 3,503 | — | |||||||||
| Impairment loss |
— | — | 12,645 | |||||||||
| Depreciation and amortization |
37,858 | 17,710 | 20,462 | |||||||||
| Amortization of credit facility issuance costs |
1,771 | — | — | |||||||||
| Deferred income taxes |
(8,457 | ) | 21,211 | (11,628 | ) | |||||||
| Share-based compensation |
9,214 | 8,118 | 7,490 | |||||||||
| Excess tax benefits from share-based compensation arrangements |
(2,101 | ) | (1,949 | ) | (942 | ) | ||||||
| Foreign currency translation loss |
229 | 330 | — | |||||||||
| Amortization of marketable securities premiums, net |
68 | 194 | 357 | |||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable, net |
(39,714 | ) | (13,088 | ) | (13,231 | ) | ||||||
| Deferred incentive compensation |
(2,644 | ) | (1,723 | ) | (5,989 | ) | ||||||
| Prepaid expenses and other current assets |
18,481 | (11,517 | ) | (446 | ) | |||||||
| Other non-current assets |
(7,444 | ) | (2,661 | ) | (5,387 | ) | ||||||
| Accounts payable and accrued liabilities |
405 | (5,464 | ) | (2,792 | ) | |||||||
| Accrued incentive compensation |
10,742 | (2,708 | ) | 12,744 | ||||||||
| Deferred revenue |
58,871 | 34,200 | 22,413 | |||||||||
| Other liabilities |
7,825 | 1,440 | 9,036 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows provided by operating activities |
122,155 | 100,251 | 85,095 | |||||||||
| Cash flows from investing activities: |
||||||||||||
| Purchases of property and equipment |
(17,498 | ) | (10,203 | ) | (8,322 | ) | ||||||
| Acquisition of businesses, net of cash acquired |
(669,086 | ) | (6,193 | ) | (13,957 | ) | ||||||
| Proceeds from sale of discontinued operations |
— | 1,779 | — | |||||||||
| Cost method investment |
— | (150 | ) | — | ||||||||
| Maturities and sales of marketable securities |
10,254 | 9,845 | 22,381 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows (used in) provided by investing activities |
(676,330 | ) | (4,922 | ) | 102 | |||||||
| Cash flows from financing activities: |
||||||||||||
| Proceeds from credit facility |
555,000 | — | — | |||||||||
| Payments of credit facility |
(10,000 | ) | ||||||||||
| Credit facility issuance costs |
(19,176 | ) | (542 | ) | — | |||||||
| Proceeds from the exercise of common stock options |
1,423 | 1,660 | 436 | |||||||||
| Proceeds from issuance of common stock under the employee stock purchase plan |
613 | 502 | 451 | |||||||||
| Acquisition of businesses, contingent consideration |
— | (3,650 | ) | — | ||||||||
| Excess tax benefits from share-based compensation arrangements |
2,101 | 1,949 | 942 | |||||||||
| Withholding of common shares to satisfy minimum employee tax withholding for restricted stock units |
(3,767 | ) | (3,001 | ) | (1,237 | ) | ||||||
| Purchase of treasury shares |
(10,007 | ) | (40,307 | ) | — | |||||||
| Payment of dividends |
(23,403 | ) | (20,426 | ) | (15,051 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows provided by (used in) financing activities |
492,784 | (63,815 | ) | (14,459 | ) | |||||||
| Effect of exchange rates on cash |
661 | (583 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Net (decrease) increase in cash and cash equivalents |
(60,730 | ) | 30,931 | 70,738 | ||||||||
| Cash and cash equivalents, beginning of year |
133,429 | 102,498 | 31,760 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents, end of year |
$ | 72,699 | $ | 133,429 | $ | 102,498 | ||||||
|
|
|
|
|
|
|
|||||||
See accompanying notes to consolidated financial statements.
33
THE CORPORATE EXECUTIVE BOARD COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years Ended December 31, 2010, 2011, and 2012
(In Thousands, Except Share Amounts)
| Common stock | Additional | Retained | Accumulated Elements of Other Comprehensive |
Treasury | ||||||||||||||||||||||||
| Shares | Amount | Paid-in-Capital | Earnings | Income | Stock | Total | ||||||||||||||||||||||
| Balance at December 31, 2009 |
34,147,008 | $ | 433 | $ | 401,629 | $ | 274,718 | $ | 1,181 | $ | (627,684 | ) | $ | 50,277 | ||||||||||||||
| Issuance of common stock upon the exercise of stock options and release of restricted stock units |
198,537 | 2 | 434 | — | — | — | 436 | |||||||||||||||||||||
| Issuance of common stock under the employee stock purchase plan |
21,668 | — | 451 | — | — | — | 451 | |||||||||||||||||||||
| Share-based compensation |
— | — | 7,490 | — | — | — | 7,490 | |||||||||||||||||||||
| Tax effect of share-based compensation |
— | — | (446 | ) | — | — | — | (446 | ) | |||||||||||||||||||
| Purchase of treasury shares |
(45,158 | ) | — | — | — | — | (1,237 | ) | (1,237 | ) | ||||||||||||||||||
| Change in unrealized gains on available-for- sale marketable securities, net of tax |
— | — | — | — | (460 | ) | — | (460 | ) | |||||||||||||||||||
| Foreign currency hedge |
— | — | — | — | 109 | — | 109 | |||||||||||||||||||||
| Cumulative translation adjustment |
— | — | — | — | 884 | — | 884 | |||||||||||||||||||||
| Payment of dividends |
— | — | — | (15,051 | ) | — | — | (15,051 | ) | |||||||||||||||||||
| Net income |
— | — | — | 40,363 | — | — | 40,363 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2010 |
34,322,055 | $ | 435 | $ | 409,558 | $ | 300,030 | $ | 1,714 | $ | (628,921 | ) | $ | 82,816 | ||||||||||||||
| Issuance of common stock upon the exercise of stock options and release of restricted stock units |
231,209 | 4 | 1,656 | — | — | — | 1,660 | |||||||||||||||||||||
| Issuance of common stock under the employee stock purchase plan |
16,970 | — | 502 | — | — | — | 502 | |||||||||||||||||||||
| Share-based compensation |
— | — | 8,118 | — | — | — | 8,118 | |||||||||||||||||||||
| Tax effect of share-based compensation |
— | — | (1,516 | ) | — | — | — | (1,516 | ) | |||||||||||||||||||
| Purchase of treasury shares |
(1,267,739 | ) | — | — | — | — | (43,308 | ) | (43,308 | ) | ||||||||||||||||||
| Change in unrealized gains on available-for- sale marketable securities, net of tax |
— | — | — | — | (245 | ) | — | (245 | ) | |||||||||||||||||||
| Foreign currency hedge |
— | — | — | — | (200 | ) | — | (200 | ) | |||||||||||||||||||
| Cumulative translation adjustment |
— | — | — | — | (492 | ) | — | (492 | ) | |||||||||||||||||||
| Payment of dividends |
— | — | — | (20,426 | ) | — | — | (20,426 | ) | |||||||||||||||||||
| Net income |
— | — | — | 52,655 | — | — | 52,655 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2011 |
33,302,495 | $ | 439 | $ | 418,318 | $ | 332,259 | $ | 777 | $ | (672,229 | ) | $ | 79,564 | ||||||||||||||
| Issuance of common stock upon the exercise of stock options and release of restricted stock units |
255,179 | 3 | 1,420 | — | — | — | 1,423 | |||||||||||||||||||||
| Issuance of common stock under the employee stock purchase plan |
19,420 | — | 613 | — | — | — | 613 | |||||||||||||||||||||
| Share-based compensation |
— | — | 9,214 | — | — | — | 9,214 | |||||||||||||||||||||
| Tax effect of share-based compensation |
— | — | (2,074 | ) | — | — | — | (2,074 | ) | |||||||||||||||||||
| Purchase of treasury shares |
(239,757 | ) | — | — | — | — | (13,774 | ) | (13,774 | ) | ||||||||||||||||||
| Change in unrealized gains on available-for- sale marketable securities, net of tax |
— | — | — | — | (174 | ) | — | (174 | ) | |||||||||||||||||||
| Foreign currency hedge |
— | — | — | — | 191 | — | 191 | |||||||||||||||||||||
| Cumulative translation adjustment |
— | — | — | — | 26,871 | — | 26,871 | |||||||||||||||||||||
| Payment of dividends |
— | — | — | (23,403 | ) | — | — | (23,403 | ) | |||||||||||||||||||
| Net income |
— | — | — | 37,051 | — | — | 37,051 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2012 |
33,337,337 | $ | 442 | $ | 427,491 | $ | 345,907 | $ | 27,665 | $ | (686,003 | ) | $ | 115,502 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
See accompanying notes to consolidated financial statements.
34
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Operations
The Corporate Executive Board Company (“CEB” or the “Company”) is a member-based advisory company. By combining the best practices of thousands of member companies with its advanced research methodologies and human capital analytics, CEB equips senior leaders and their teams with insight and actionable solutions to transform operations. This distinctive approach, pioneered by CEB, enables executives to harness peer perspectives and tap into breakthrough innovation without costly consulting or reinvention. The CEB member network includes more than 16,000 executives and the majority of top companies globally. On August 2, 2012, CEB completed the acquisition of SHL Group Holdings I and its subsidiaries (“SHL”), a global leader in cloud-based talent measurement and management solutions headquartered in the United Kingdom (“UK”).
Note 2. Summary of Significant Accounting Policies
Basis of presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The operating results of Toolbox.com LLC (“Toolbox.com”) are classified as discontinued operations in 2011 and 2010.
Use of estimates
The Company’s consolidated financial statements are prepared in accordance with US generally accepted accounting principles (“GAAP”). These accounting principles require the Company to make certain estimates, judgments, and assumptions. The Company believes that the estimates, judgments, and assumptions upon which it relies are reasonable based on information available to the Company at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions may affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses in the periods presented. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected.
Foreign currency
The functional currency of SHL and its subsidiaries, as well as two other of the Company’s wholly-owned subsidiaries, is the applicable local currency. For these subsidiaries, the translation of their foreign currency into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates in the period. Capital accounts and other balances designated as long-term in nature are translated at historical exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the local currency are included in Other (expense) income, net in the consolidated statements of operations.
The functional currency of the Company’s CEB UK and CEB India subsidiaries is the US dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing accounts receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are re-measured at the current exchange rate, with exchange gains and losses recorded in income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units, are re-measured at their historical exchange rates.
In 2012, 2011, and 2010 the Company recorded a net foreign currency loss of $1.3 million, $0.3 million, and a net foreign currency gain of $0.1 million, respectively, which are included in Other (expense) income, net in the consolidated statements of operations.
Cash and cash equivalents and marketable securities
The Company’s cash and cash equivalents balance is primarily comprised of cash held in demand deposit accounts at various financial institutions. Investments with maturities of more than three months from the date of purchase are classified as marketable securities. The Company’s marketable securities consisted primarily of Washington DC tax exempt bonds and either matured, were called, or were sold in 2012. Marketable securities are classified as available-for-sale and are carried at fair value based on quoted market prices. Changes in net unrealized gains and losses on available-for-sale marketable securities are excluded from net income and are included within accumulated elements of comprehensive income (loss). The specific identification method is used to compute the realized gains and losses on the sale of marketable securities.
Allowance for uncollectible revenue
The Company records an allowance for uncollectible revenue, as a reduction in revenue, based on management’s analysis and estimates as to the collectability of accounts receivable, which generally is not the result of customer’s ability to pay. Revenue under membership agreements are generally recognized ratably over the membership period, typically 12 months. Accordingly, the allowance for uncollectible revenue is recorded against the amount of revenue that has been recognized under the contracts that are deemed uncollectible. Accounts receivable that has not been recognized as revenue are recorded in deferred revenue. As part of its analysis, the Company examines its collections history, the age of the receivables in question, any specific member collection issues that it has identified, general market conditions, member concentrations and current economic and industry trends. Membership fees receivable balances are not collateralized.
Property and equipment, net
Property and equipment consists of furniture, fixtures and equipment, leasehold improvements, capitalized computer software and Web site development costs. Property and equipment are stated at cost, less accumulated depreciation. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Capitalized software and Web site development costs are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Maintenance and repairs are charged to expense as incurred.
35
Acquisitions
Acquisitions are recorded using the acquisition method of accounting. The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, at their fair value at the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration. These assumptions and estimates reflect the Company’s expected use of the asset and the appropriate discount rates from a market participant perspective. Estimates are based on historical experience and information obtained from the management of the acquired companies, and are determined with assistance from an independent third-party appraisal firm. Significant assumptions and estimates can include, but are not limited to, the cash flows that an acquired asset is expected to generate in the future, the weighted-average cost of capital, long-term projected revenue and growth rates, and the estimated royalty rate in the application of the relief from royalty valuation method. These estimates are inherently uncertain. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.
Goodwill
Goodwill represents the purchase price of acquired businesses in excess of the fair market value of net assets acquired. Goodwill is tested for impairment annually on October 1st or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors considered important that could trigger an interim impairment review include, but are not limited to, the following:
| • | significant underperformance relative to expected historical or projected future operating results; |
| • | a significant change in the manner of use of the acquired asset or the strategy for the overall business; |
| • | a significant negative industry or economic trend; and/or |
| • | market capitalization relative to net book value. |
Goodwill is tested for impairment using a fair value approach at the reporting unit level. The goodwill impairment test is a two-step process, if necessary. The assessment of goodwill begins with an assessment of qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment is referred to as a “step zero” approach. If, based on the review of the qualitative factors, an entity determines it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, the entity would not be required to perform the two-step impairment test. If an entity determines otherwise, Step 1 of the two-step impairment test is required. Step 1 involves determining whether the estimated fair value of the reporting units exceeds the respective book value. If the fair value exceeds the book value, goodwill of that reporting unit is not impaired. However, if the book value exceeds the fair value of the reporting unit, goodwill may be impaired and additional analysis is required. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded.
In performing Step 1 of the goodwill impairment test, the Company compares the carrying amount of the reporting units to their estimated fair values. When available and as appropriate, the Company uses a comparison between its estimate of fair value using discounted cash flows (the income approach) and market multiples derived from a set of competitors with comparable market characteristics (a market approach).
The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates, as the Company’s businesses operate in a number of markets and geographical regions. The assumptions utilized in the evaluation of the impairment of goodwill under the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth, Adjusted EBITDA, tax rates, capital expenditures, weighted average cost of capital (“WACC”), and related discount rates and expected long-term growth rates. The assumptions which have the most significant effect on the Company’s valuations derived using a discounted cash flows methodology are: (1) the expected long-term growth rate of the reporting units’ cash flows and (2) the discount rate.
The cash flows employed in the income approach are based on the Company’s most recent budgets, forecasts and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the Company, considering the industry in which it operates and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and the WACC. The risk adjusted discount rate used represents the estimated WACC for the Company’s reporting units. The WACC is comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to the Company’s reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the Company’s reporting units, each weighted by the relative market value percentages of the Company’s equity and debt, and (4) an appropriate size premium.
In 2010, the Company concluded there were impairment indicators relating to its Toolbox.com reporting unit now classified as discontinued operations and recognized an impairment loss.
Intangible assets, net
Intangible assets consist of customer relationships, intellectual property, trade names, and software. These assets are amortized on a straight-line basis over estimated useful lives of 2 to 20 years. In 2010, the Company recorded a $3.1 million impairment loss for Toolbox.com intangible assets now classified as discontinued operations.
Recovery of long-lived assets
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable.
Fair value of financial instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, investments held through variable insurance products in a Rabbi Trust for the Company’s deferred compensation plan, forward currency contracts, accounts payable, and debt. The carrying value of the Company’s financial instruments approximates their fair value.
Revenue recognition
Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Certain fees are billed on an installment basis.
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When service offerings include multiple deliverables that qualify as separate units of accounting, the Company allocates arrangement consideration at the inception of the contract period to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes vendor specific objective evidence (“VSOE”) if available; third-party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
| • | VSOE. The Company determines VSOE based on established pricing and discounting practices for the specific service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The Company limits its assessment of VSOE for each element to either the price charged when the same element is sold separately, or the price established by management having the relevant authority to do so for an element not yet sold separately. |
| • | TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE which is determined based on competitor prices for similar services when sold separately. Generally, the Company’s services contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitors’ selling prices are for similar services on a stand-alone basis. As a result, the Company generally has not been able to establish selling price based on TPE. |
| • | BESP. When unable to establish a selling price using VSOE or TPE, BESP is used in the Company’s allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP is determined for deliverables by considering multiple factors including, but not limited to, prices charged for similar offerings, market conditions, competitive landscape, and pricing practices. |
The Company’s CEB segment generates the majority of its revenue from four primary service offerings: executive memberships, performance analytics, executive education, and services provided to the US government and its agencies by Personnel Decision Research Institutes, Inc. (“PDRI”), which was a wholly-owned subsidiary of SHL. Executive memberships generally contain multiple deliverables, which are determined based on the availability and delivery method of the services and may include: on-line best practices research and insights, peer benchmarks, decision and diagnostics tools, advisory support, and live and on-line learning events. Performance analytics deliver data and analytical insight to drive improved performance of executives and their teams and are accounted for as service revenue. Executive education generally contains multiple deliverables and provides access to training and development services that may include skill diagnostic reports, learning portal access, classroom-based development sessions, Webinars, and virtual office hours with faculty. Most CEB segment membership agreements include a service guarantee by which a customer may request a refund of its membership fees during the membership term. Refunds are provided from the date of the refund request on a pro-rata basis relative to the length of the remaining term. PDRI generally provides customized services and solutions predominately to the US government and its agencies through various contract vehicles. CEB segment’s revenue is recognized as follows:
| • | Executive memberships. In general, the majority of the deliverables within the Company’s memberships are consistently available throughout the membership period. Revenue is generally recognized ratably over the term of the related agreement, which is typically 12 months. Membership fees are billable, and revenue recognition begins, when a member agrees to the terms of the membership. The fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. In some instances, a membership may include a service that is available only once, or on a limited basis, during the membership period. These services are separated from the remainder of the membership and arrangement consideration is allocated based on VSOE, if available, or BESP. The consideration allocated to services available only once or on a limited basis is recognized as revenue upon the earlier of the delivery of the service or the completion of the contract period, provided that all other criteria for recognition have been met. The arrangement consideration allocated to the remainder of the membership services continues to be recognized ratably. |
| • | Management tools and solutions. Revenue is generally recognized ratably from the date services begin, which is primarily after the design of the service outputs, through the completion of the services. |
| • | Executive education. Revenue is generally recognized as services are completed. The service offering generally includes one or more classroom-based training or presentation events. If more than one delivery date is evident, arrangement consideration is allocated on a pro-rata basis and revenue is recognized on the delivery date of each event. |
| • | Assessment services. Revenue is generally recognized as services are rendered. Certain of these services are provided to the US government and its agencies. Revenue under these contracts varies between fixed firm price (“FFP”), time and material (“T&M”), license, or FFP level of effort. Revenue on FFP projects is generally recognized based on costs incurred compared to estimated costs to completion. Revenue on T&M projects is recognized based on total number of hours by labor category and negotiated contract rate plus any additional other direct costs. Revenue for licenses or subscriptions of IT products or platforms is recognized proportionately over the license period. For FFP level of effort projects, revenue is based on negotiated fixed rates of labor or deliverables, not to exceed the total contract FFP value. |
The Company’s SHL segment generates the majority of its revenue from the sale of access to its cloud based tools through unit sale arrangements whereby units are redeemed for access or through subscription based arrangements, from the license of its tools, and from other related services. Revenue is recognized as follows:
| • | Online product. Revenue from web-based unit sales is recognized on usage, irrespective of whether the units are billed in advance or arrears. Some clients purchase a subscription giving limited or unlimited access to use of the SHL’s on-line offering. Revenue from subscription contracts is recognized ratably over the life of the contract for unlimited access and as units are delivered for limited access. |
| • | Licenses. License revenue is recognized ratably over the license period. |
| • | Consulting. Consulting revenue is recognized over the life of the project according to the stage of completion. In some cases, clients receive access to a defined number of consulting days when they purchase units or a subscription contract. In this situation, provided the consulting work can be unbundled from the on-line product sale, the consulting revenue is recognized when the consultant performs the work. Where it cannot be unbundled, it is recognized as part of the consumption of on-line units or the subscription contract. |
| • | Training: Training revenue is recognized upon delivery. |
| • | Outsourced assessment: Revenue from outsourced assessment projects is recognized ratably over the life of the project. |
37
Deferred incentive compensation
Direct incentive compensation paid to the Company’s employees related to the negotiation of new and renewal customer arrangements is deferred and amortized over the term of the related arrangements.
Operating leases
The Company recognizes rent expense under operating leases on a straight-line basis over the non-cancelable term of the lease, including free-rent periods. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. The Company recognizes sublease income on a straight-line basis over the term of the sublease, including free rent periods and escalations, as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income.
Share-based compensation
The Company has several share-based compensation plans. These plans provide for the granting of common stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock units, and incentive bonuses to employees, directors, and consultants. Share-based compensation expense is measured at the grant date of the share-based awards based on their fair value and is recognized on a straight-line basis over the vesting periods, net of an estimated forfeiture rate.
The grant date fair value of RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. The grant date fair value of SARs is calculated using a lattice valuation model. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s stock and estimated forfeiture rates of the awards. Fair value and forfeiture rate estimates are based on assumptions the Company believes to be reasonable. Actual future results may differ from those estimates.
Advertising expense
The costs of designing and preparing advertising material are recognized throughout the production process. Communication costs, including magazine and newspaper space, radio time, and distribution, are recognized when the communication takes place. Advertising expense was $0.3 million, $0.6 million, and $1.5 million in 2012, 2011, and 2010, respectively.
Income taxes
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.
Concentration of credit risk and sources of revenue
Financial instruments, which potentially expose the Company to concentration of credit risk, consist primarily of accounts receivable, cash and cash equivalents, and marketable securities. Concentration of credit risk with respect to accounts receivable is limited due to the large number of members and customers and their dispersion across many different industries and countries worldwide. However, the Company may be exposed to a declining customer base in periods of unforeseen market downturns, severe competition, or international developments. The Company performs periodic evaluations of the customer base and related receivables and establishes allowances for potential credit losses.
The Company’s international operations subject it to risks related to currency exchange fluctuations. Prices for the CEB segment products and services are primarily denominated in US dollars, even when sold to members that are located outside the US; however, we began offering foreign currency billing in 2012 to certain members outside the US. Many of the costs associated with the Company’s operations located outside the United States are denominated in local currencies.
The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with its cost reimbursement agreement with its CEB UK subsidiary. A forward contract obligates the Company to exchange a predetermined amount of US dollars to make an equivalent British pound sterling (“GBP”) payment equal to the value of such exchange. The maximum length of time over which the Company hedges its exposure to the variability in future cash flows is 12 months.
The Company maintains a portfolio of cash and cash equivalents and marketable securities, which is designed for safety of principal and liquidity. The Company performs periodic evaluations of the relative credit ratings related to cash and cash equivalents and marketable securities.
Earnings per share
Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents consist of common shares issuable upon the exercise of outstanding share-based compensation awards. A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Basic weighted average shares outstanding |
33,462 | 34,071 | 34,256 | |||||||||
| Effect of dilutive shares outstanding |
359 | 348 | 297 | |||||||||
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| Diluted weighted average shares outstanding |
33,821 | 34,419 | 34,553 | |||||||||
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In 2012, 2011, and 2010, 0.83 million, 1.82 million, and 2.45 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive shares outstanding shown above because their impact would be anti-dilutive.
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Note 3. Recent Accounting Pronouncements
Recently adopted
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS.” The ASU is the result of joint efforts by the FASB and International Accounting Standards Board to develop a single, converged fair value framework on how (not when) to measure fair value and what disclosures to provide about fair value measurements. While the ASU is largely consistent with existing fair value measurement principles in US GAAP, it modifies Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” to expand existing disclosure requirements for fair value measurements and makes other amendments. The Company adopted ASU 2011-04 on January 1, 2012 and it did not have a material impact on the consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This ASU revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC Topic 220, “Comprehensive Income” and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. The Company adopted ASU 2011-05 on January 1, 2012 and has presented consolidated net income and consolidated comprehensive income in two separate but consecutive statements.
In September 2011, the FASB issued ASU 2011-08 “Testing Goodwill for Impairment.” This ASU allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The Company adopted ASU 2011-08 on January 1, 2012 and it did not have a material impact on the consolidated financial statements.
Note 4. Acquisitions
SHL
On August 2, 2012, CEB completed the acquisition of 100% of the equity interests of SHL, and its wholly owned subsidiary PDRI, pursuant to a sale and purchase agreement entered into on July 2, 2012. SHL is a global leader in cloud-based talent measurement and management solutions and is headquartered in the UK. The acquisition significantly expanded the addressable market of both companies through an increased global presence across all major developed and emerging markets, enhancing CEB’s ability to scale and extend its existing platform with technology-driven solutions.
The transaction was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations.” Subsequent to the acquisition, the operating results of SHL have been included within the SHL segment and the operating results for PDRI have been included in the CEB segment.
The purchase price was approximately $654 million in cash. CEB used borrowings under the Senior Secured Credit Facility and approximately $121 million of its available cash on hand to fund the purchase price. Transaction costs incurred by CEB and SHL were $19.3 million, including a $5.1 million settlement of the currency forward contract that the Company put in place on July 2, 2012 to hedge its obligation to pay a portion of the preliminary purchase price in GBP.
The following table summarizes the preliminary purchase price allocation based on the estimated fair value of the acquired assets and assumed liabilities as of the acquisition date (in thousands):
| Cash and cash equivalents |
$ | 5,748 | ||
| Accounts receivable |
42,026 | |||
| Other current assets |
12,590 | |||
| Property and equipment |
12,741 | |||
| Other non-current assets |
1,624 | |||
| Accounts payable and accrued liabilities |
(37,224 | ) | ||
| Deferred income taxes, net |
(93,898 | ) | ||
| Deferred revenue |
(21,070 | ) | ||
| Other liabilities |
(5,545 | ) | ||
|
|
|
|||
| Net tangible liabilities assumed |
(83,008 | ) | ||
| Intangible assets acquired |
||||
| Customer relationships |
166,100 | |||
| Acquired intellectual property |
96,600 | |||
| Trade names |
60,500 | |||
| Goodwill |
413,808 | |||
|
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|
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| Total purchase price allocation |
$ | 654,000 | ||
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Under the acquisition method of accounting, the total purchase price was allocated to SHL’s tangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. In addition, CEB preliminarily allocated $406.5 million to goodwill and $323.2 million to amortizable intangible assets, which consist of customer relationships, acquired intellectual property, and trade names. In the fourth quarter of 2012, CEB updated the preliminary allocation of goodwill to $413.8 million based upon the analysis of deferred tax liabilities assigned to the local jurisdictions of SHL. The amount of SHL and PDRI goodwill included in the December 31, 2012 balance sheet was $390.4 million and $40.2 million, respectively. The SHL goodwill includes a cumulative translation adjustment of $16.8 million. The Company is still evaluating the fair value of acquired assets and liabilities and pre-acquisition contingencies; therefore, the final allocation of the purchase price has not been completed. The allocation of the purchase price will be finalized upon receipt of final valuations of underlying assets and the necessary management reviews thereof.
Customer relationships will be amortized over ten to fifteen years, acquired intellectual property will be amortized over seven to fifteen years, and trade names will be amortized over three to fifteen years. The estimated aggregate amortization expense relating to SHL and PDRI intangible assets for each of the succeeding five years ended 2013 through 2017 is $29.8 million, $29.8 million, $28.3 million, $26.3 million, and $26.3 million, respectively.
The Company utilized a third-party valuation in determining the fair value of the definite-lived intangible assets. The income approach, which includes the application of the relief from royalty valuation method, was the primary technique utilized in valuing the identifiable intangible assets. The relief from royalty valuation method estimates the benefit of ownership of the intangible asset as the “relief” from the royalty expense that would need to be incurred in absence of ownership. The multi-period excess earnings method estimates the present value of the intangible asset’s future economic benefit, utilizing the estimated available cash flows that the intangible asset is expected to generate in the future. The Company’s assumptions and estimates utilized in its valuations were based on historical experience and information obtained from SHL management.
Goodwill and intangible assets are not expected to be deductible for tax purposes. As a result, the Company recorded a deferred tax liability of approximately $94.1 million related to the difference in the book and tax basis of identifiable intangible assets.
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Deferred revenue at the acquisition date was recorded at fair value based on the estimated cost to provide the related services plus a reasonable profit margin on such costs. The reduction in deferred revenue from SHL’s historical cost to fair value was approximately $35.0 million. It is expected that the acquisition date deferred revenue will mostly be recognized through 2013 and the remaining portion in 2014.
SHL’s operating results included in the Company’s consolidated statements of operations in 2012 was $71.2 million of revenue, including $12.6 million from PDRI, and a net loss of $8.3 million, including net income of $1.1 million from PDRI.
Pro Forma Financial Information
The following unaudited pro forma financial information summarizes the Company’s operating results as if the SHL acquisition had been completed on January 1, 2011. The pro forma financial information includes the impact of fair value adjustments, including a $35 million deferred revenue fair value adjustment on revenue recognized, amortization expense from acquired intangible assets, interest expense, and the related tax effects. In preparing the pro forma financial information, CEB has assumed that approximately $27 million of the deferred revenue fair value adjustment would be recognized in 2011 and approximately $8 million would be recognized in 2012. In addition, Acquisition and related costs are presented in 2011 assuming the acquisition took place on January 1, 2011. Accordingly, the following unaudited pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred on January 1, 2011 and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity (Unaudited and in thousands):
| Year Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Pro forma revenue |
$ | 753,442 | $ | 661,358 | ||||
| Pro forma net income |
$ | 53,274 | $ | 41,756 | ||||
Valtera
In February 2012, the Company completed the acquisition of Valtera Corporation (“Valtera”), a talent management company that provides tools and services to assist organizations in hiring, engaging, and developing talent. The Company acquired 100% of the equity interests for a cash payment of $22.4 million less cash acquired of $1.9 million. The cash payment includes $4.7 million that was placed in escrow and will be held until March 13, 2013 at which point the funds will be released to the sellers. The Company allocated $8.8 million to intangible assets with a weighted average amortization period of 6 years and $11.4 million to goodwill. The operating results of Valtera have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented.
Baumgartner
In September 2011 the Company completed the acquisition of Baumgartner & Partner GmbH (“Baumgartner”), a German firm that provides human resources and finance data and benchmarking services, as well as human resources advisory services. The Company acquired 100% of the equity interests for an initial cash payment of $6.4 million less cash acquired of $1.0 million. The Company allocated $4.1 million to intangible assets with a weighted average amortization period of 5 years and $3.8 million to goodwill. The Company also will be required to pay an additional $1.5 million less any amounts that the Company is entitled to retain to reimburse it for any losses that are subject to indemnification by the sellers, at various times prior to September 30, 2013. The operating results of Baumgartner have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented.
Iconoculture
In May 2010, the Company completed the acquisition of Iconoculture, Inc., a Minnesota corporation (now doing business as Iconoculture LLC, or “Iconoculture”). Iconoculture provides comprehensive consumer insights and effective strategic marketing advisory services and project support to an established customer base. The Company acquired 100% of the equity interests of Iconoculture for an initial cash payment of $16.2 million, less cash acquired totaling $7.2 million, plus a working capital adjustment of $4.0 million paid in July 2010. The Company also paid $1.5 million on April 1, 2011, which had been held back by the Company for any indemnifiable losses under the terms of the acquisition agreement. In addition, the Company paid $2.5 million on April 1, 2011 as final settlement of the additional consideration associated with Iconoculture’s financial performance against certain specified targets for the year ended December 31, 2010. The acquisition date fair value of the total consideration was $24.2 million and was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values. The Company allocated $9.2 million to intangible assets with a weighted average amortization period of 4.5 years and $11.0 million to goodwill. The operating results of Iconoculture have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented.
Note 5. Discontinued Operations
The Company also generated advertising and content-related revenue through its former wholly-owned subsidiary, Toolbox.com. CEB sold substantially all of the assets of Toolbox.com on December 30, 2011 for $2.1 million. The carrying amounts of the major classes of assets and liabilities sold consisted of (in thousands):
| December 30, 2011 | ||||
| Accounts receivable |
$ | 1,060 | ||
| Other current assets |
46 | |||
| Property and equipment |
100 | |||
| Goodwill |
3,449 | |||
| Intangible assets |
952 | |||
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| Total assets |
5,607 | |||
| Current liabilities |
471 | |||
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| Net assets sold |
$ | 5,136 | ||
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The components of discontinued operations included in the consolidated statements of operations consisted of (in thousands):
| Year Ended December 31, | ||||||||
| 2011 | 2010 | |||||||
| Revenue |
$ | 5,251 | $ | 6,476 | ||||
| Costs and expenses: |
||||||||
| Cost of services |
3,202 | 2,486 | ||||||
| Member relations and marketing |
2,115 | 2,651 | ||||||
| General and administrative |
2,930 | 3,975 | ||||||
| Depreciation and amortization |
782 | 2,423 | ||||||
| Impairment loss |
— | 12,645 | ||||||
| Loss on disposal |
3,503 | — | ||||||
|
|
|
|
|
|||||
| Loss from discontinued operations before provision for income taxes |
(7,281 | ) | (17,704 | ) | ||||
| Provision for income taxes |
(2,489 | ) | (5,968 | ) | ||||
|
|
|
|
|
|||||
| Loss from discontinued operations, net of provision for income taxes |
$ | (4,792 | ) | $ | (11,736 | ) | ||
|
|
|
|
|
|||||
In the third quarter of 2011, the Company identified indicators of possible impairment for the Toolbox.com reporting unit relating to the continued weakness in the online advertising market. The Company tested the goodwill for impairment and determined that the asset was not impaired. The carrying value of the reporting unit was $5.1 million at September 30, 2011.
In the third quarter of 2010, the Company identified indicators of possible impairment for the Toolbox.com reporting unit based on a combination of factors (including the current economic environment and the near term outlook for advertising related revenue). The Company completed an impairment test at September 1, 2010 and concluded that goodwill and intangible asset amounts were impaired. The total pre-tax impairment loss recognized in 2010 was $12.6 million ($9.5 million related to goodwill and $3.1 million related to intangible assets).
The Company utilized the income approach (discounted cash flow method) and the market approach (guideline company method and the transaction method) in the determination of the fair value. Significant assumptions included: expected revenue growth rates, reporting unit profit margins, and working capital levels; a discount rate of 19%; and a terminal value based upon long-term growth assumptions. The expected future revenue growth rates and profit margins were determined after taking into consideration historical revenue growth rates and profit margins, the Company’s assessment of future market potential, and the Company’s expectations of future business performance.
Note 6. Fair Value Measurements
Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| • | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. |
The Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):
| December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Financial assets |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 72,699 | $ | — | $ | — | $ | 133,429 | $ | — | $ | — | ||||||||||||
| Debt securities issued by the District of Columbia |
— | — | — | 10,516 | — | — | ||||||||||||||||||
| Investments held through variable insurance products in a Rabbi Trust |
— | 15,267 | — | — | 13,985 | — | ||||||||||||||||||
| Forward currency exchange contracts |
— | 111 | — | — | 34 | — | ||||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||||
| Forward currency exchange contracts |
$ | — | $ | — | $ | — | $ | — | $ | 334 | $ | — | ||||||||||||
Investments held through variable insurance products in a Rabbi Trust consist of mutual funds available only to institutional investors. The fair value of these investments are based on the fair value of the underlying investments held by the mutual funds allocated to each share of the mutual fund using a net asset value approach. The fair value of the underlying investments held by the mutual funds are observable inputs. The fair value for foreign currency exchange contracts are based on bank quotations for similar instruments using models with market-based inputs.
Certain assets, such as goodwill and intangible assets, and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is impairment). The Company recorded fair value adjustments relating to the Toolbox.com impairment in 2010 (see Note 5). Any such fair value measurements would be included in the Level 3 fair value hierarchy.
41
Note 7. Marketable Securities
The aggregate fair value, amortized cost, gross unrealized gains and gross unrealized losses on available-for-sale marketable securities are as follows (in thousands):
| December 31, 2011 | ||||||||||||||||
| Fair Value |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
|||||||||||||
| Washington DC tax exempt bonds |
$ | 10,516 | $ | 10,226 | $ | 290 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 8. Accounts Receivable, net
Accounts receivable, net consists of the following (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Billed |
$ | 178,117 | $ | 109,533 | ||||
| Unbilled |
63,891 | 45,684 | ||||||
|
|
|
|
|
|||||
| 242,008 | 155,217 | |||||||
| Allowance for uncollectible revenue |
(2,409 | ) | (962 | ) | ||||
|
|
|
|
|
|||||
| Accounts receivable, net |
$ | 239,599 | $ | 154,255 | ||||
|
|
|
|
|
|||||
We expect to bill substantially all the December 31, 2012 unbilled accounts receivable in 2013.
Note 9. Property and Equipment, net
Property and equipment, net consists of the following (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Furniture, fixtures, and equipment |
$ | 67,079 | $ | 47,112 | ||||
| Leasehold improvements |
85,772 | 80,254 | ||||||
| Computer software and Web site development costs |
40,084 | 29,980 | ||||||
|
|
|
|
|
|||||
| 192,935 | 157,346 | |||||||
| Accumulated depreciation |
(95,973 | ) | (76,365 | ) | ||||
|
|
|
|
|
|||||
| Property and equipment, net |
$ | 96,962 | $ | 80,981 | ||||
|
|
|
|
|
|||||
Depreciation expense was $19.6 million, $13.5 million, and $14.4 million in 2012, 2011, and 2010, respectively.
Note 10. Goodwill and Intangible Assets, net
Changes in the carrying amount of goodwill are as follows (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Beginning of year |
$ | 29,492 | $ | 29,266 | ||||
| Goodwill acquired |
424,664 | 3,773 | ||||||
| Impact of foreign currency |
17,143 | (98 | ) | |||||
| Discontinued operations |
— | (3,449 | ) | |||||
|
|
|
|
|
|||||
| End of year |
$ | 471,299 | $ | 29,492 | ||||
|
|
|
|
|
|||||
Intangible assets, net consists of the following (in thousands):
| December 31, | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||
| Customer relationships |
$ | 191,348 | $ | 12,731 | $ | 14,460 | $ | 4,025 | ||||||||
| Acquired intellectual property |
95,012 | 7,984 | 3,780 | 2,877 | ||||||||||||
| Trade names |
64,082 | 2,910 | 1,102 | 402 | ||||||||||||
| Software |
10,877 | 2,503 | 2,048 | 505 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Intangible assets, net |
$ | 361,319 | $ | 26,128 | $ | 21,390 | $ | 7,809 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Amortization expense was $18.3 million, $3.4 million, and $3.6 million in 2012, 2011, and 2010, respectively. The estimated aggregate amortization expense for each of the succeeding five years ended 2013 through 2017 is $35.3 million, $33.8 million, $31.0 million, $27.9 million, and $27.3 million, respectively. Some intangible assets are denominated in foreign currency. Projections have been prepared using current foreign currency exchange rates.
Note 11. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Accounts payable |
$ | 12,293 | $ | 3,732 | ||||
| Advanced membership payments received |
14,722 | 16,220 | ||||||
| Other accrued liabilities |
57,348 | 26,115 | ||||||
|
|
|
|
|
|||||
| Accounts payable and accrued liabilities |
$ | 84,363 | $ | 46,067 | ||||
|
|
|
|
|
|||||
42
Note 12. Other Liabilities
Other liabilities consist of the following (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Deferred compensation |
$ | 12,397 | $ | 10,894 | ||||
| Lease incentives |
28,816 | 29,999 | ||||||
| Deferred rent benefit |
28,351 | 25,862 | ||||||
| Deferred revenue – long term |
10,523 | 7,560 | ||||||
| Other |
18,554 | 9,491 | ||||||
|
|
|
|
|
|||||
| Total other liabilities |
$ | 98,641 | $ | 83,806 | ||||
|
|
|
|
|
|||||
Note 13. Senior Secured Credit Facilities
On July 2, 2012, the Company, together with certain of its subsidiaries acting as guarantors, entered into a senior secured credit agreement which was subsequently amended and restated on July 18, 2012 and again on August 1, 2012 (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for (i) a term loan A in an aggregate principal amount of $275 million (the “Term Loan A Facility”), (ii) a term loan B in an aggregate principal amount of $250 million (the “Term Loan B Facility” and together with the Term Loan A Facility, the “Term Facilities”) and (iii) a $100 million revolving credit facility (the “Revolving Credit Facility”, and together with the Term Facilities, the “Senior Secured Credit Facilities”). The Term Loan A Facility and the Revolving Credit Facility mature on August 2, 2017 and the Term Loan B Facility matures on August 2, 2019.
On August 2, 2012, in connection with the closing of the SHL acquisition, the full amounts of the Term Loan A Facility and the Term Loan B Facility were drawn and $30 million under the Revolving Credit Facility was drawn. In addition, approximately $6 million of availability under the Revolving Credit Facility was used to cover letters of credit that were issued to replace similar letters of credit previously issued under the Company’s prior senior unsecured credit facility which was terminated concurrently with the drawings under the Senior Secured Credit Facilities. Available borrowings under the Revolving Credit Facility were approximately $73 million at December 31, 2012, which includes approximately $7 million reserved for outstanding letters of credit. The Company repaid $10 million of the principal amount outstanding under the Revolving Credit Facility in December 2012 and the remaining outstanding amount of $20 million in January 2013.
The Senior Secured Credit Facilities contain customary representations and warranties, affirmative and negative covenants, and events of default. The Company is required to comply with a net leverage ratio covenant on a quarterly basis. Mandatory prepayments attributable to excess cash flows will be based on the Company’s net leverage ratio and will be determined at the end of each fiscal year, beginning with the year ended December 31, 2013. A net leverage ratio of 1.5x or higher will trigger mandatory prepayments of 25% and a net leverage ratio of 2.5x or higher will trigger mandatory prepayments of 50% of excess cash flows. In the event actual results or changes in estimates trigger the mandatory prepayment, such prepayment amount will be reclassified from long-term debt to current debt in the Company’s accompanying consolidated balance sheets. The Company was in compliance with all of the Senior Secured Credit Facilities covenants at December 31, 2012.
Principal payments under the Term Loan A Facility of $2.7 million are due on the last day of each quarter starting on March 31, 2013 and ending on December 31, 2014 and $5.2 million starting on March 31, 2015 and ending on June 30, 2017. The remaining Term Loan A Facility balance is due in full on August 2, 2017. Principal payments under the Term Loan B Facility of $0.6 million are due on the last day of each quarter starting on March 31, 2013 and ending on June 30, 2019. The remaining Term Loan B Facility balance is due in full on August 2, 2019. The Revolving Credit Facility matures on August 2, 2017. Loans outstanding bear interest at a base rate or LIBOR rate plus an applicable margin. The applicable margin for the Term Loan A and Revolving Credit Facility is based on the ratio of the Company’s and its subsidiaries consolidated first lien indebtedness to the Company’s and its subsidiaries consolidated EBITDA (as defined in the Credit Agreement) for applicable periods specified in the Credit Agreement. The annual interest rate on the Term Loan A Facility and Revolving Credit Facility was 3.21% and the annual interest rate on the Term Loan B Facility was 5.0% at December 31, 2012. The Company paid interest of $8.4 million in 2012 and accrued interest was $1.2 million at December 31, 2012.
The Company paid $4.6 million of loan origination fees related to the Term Loan A Facility and Term Loan B Facility, which was recorded as a contra-liability, and $14.5 million of deferred financing costs, which was capitalized in Other assets; both are amortized as interest expense over the term of the Credit Agreement using the effective interest method. Total amortization expense of the loan origination fees and deferred financing costs determined using the effective interest method was $1.8 million in 2012 and is reported as interest expense.
The future minimum payments for the Senior Secured Credit Facilities are as follows for the years ended December 31: (in thousands)
| 2013 |
$ | 13,250 | ||
| 2014 |
13,250 | |||
| 2015 |
23,250 | |||
| 2016 |
23,250 | |||
| 2017 |
234,500 | |||
| Thereafter |
237,500 | |||
|
|
|
|||
| Total principal payments |
545,000 | |||
| Less: unamortized original issue discount |
4,241 | |||
|
|
|
|||
| Present value of principal payments |
540,759 | |||
| Less: current portion |
12,479 | |||
|
|
|
|||
| Debt – long term |
$ | 528,280 | ||
|
|
|
Amounts outstanding under the Revolving Credit Facility are classified as long-term debt. The Company believes the carrying value of its long term debt approximates its fair value as the terms and interest rates approximate market rates.
Note 14. Derivative Instruments and Hedging
The Company’s international operations are subject to risks related to currency exchange fluctuations. Prices for the CEB segment’s products and services are denominated primarily in United States dollars (“USD”), including products and services sold to members that are located outside the United States. Many of the costs associated with the CEB segment operations located outside the United States are denominated in local currencies. As a consequence, increases in local currencies against the USD in countries where the CEB segment has foreign operations would result in higher effective operating costs and reduced earnings. The Company uses forward currency contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with its cost reimbursement agreements with its CEB UK subsidiary. A forward contract obligates CEB to exchange a predetermined amount of USD to make equivalent GBP payments equal to the value of such exchanges.
The Company formally documents all relationships between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is 12 months. The forward currency contracts are recognized in the consolidated balance sheets at fair value. Changes in the fair value measurements of the derivative instruments are reflected as adjustments to other comprehensive income (“OCI”) until such time as the actual foreign currency expenditures are made and the unrealized gain/loss is reclassified from accumulated OCI to current earnings. There is generally no or an immaterial amount of ineffectiveness. The notional amount of outstanding forward currency contracts was $10.4 million and $22.8 million at December 31, 2012 and 2011, respectively.
43
The SHL segment enters into forward currency contracts to protect against a reduction in value of forecasted foreign currency cash flows into GBP. The SHL segment foreign currency contracts are not designated as hedging instruments and changes in fair value are recognized in the statements of operations. The maximum length of time over which the SHL segment hedges its exposure to the variability in future cash flows is 6 months. The SHL segment had the following foreign currency contracts outstanding at December 31, 2012:
| Foreign Currency (sell) |
GBP (buy) | |||||||
| South African Rand |
(ZAR) | 17,700,000 | 1,277,755 | |||||
| Swedish Krona |
(SEK) | 17,000,000 | 1,604,212 | |||||
| Hong Kong Dollar |
(HKD) | 7,100,000 | 564,298 | |||||
The fair value of derivative instruments on the Company’s consolidated balance sheets is as follows (in thousands):
| December 31, | ||||||||
| Balance Sheet Location |
2012 | 2011 | ||||||
| Derivatives designated as hedging instruments: |
||||||||
| Asset Derivatives |
||||||||
| Prepaid expenses and other current assets |
$ | 111 | $ | 34 | ||||
| Liability Derivatives |
||||||||
| Accounts payable and accrued liabilities |
$ | — | $ | 334 | ||||
| Derivatives not designated as hedging instruments: |
||||||||
| Asset Derivatives |
||||||||
| Prepaid expenses and other current assets |
$ | 14 | $ | — | ||||
| Liability Derivatives |
||||||||
| Accounts payable and accrued liabilities |
$ | 9 | $ | — | ||||
The pre-tax effect of derivative instruments on the Company’s consolidated statements of operations is as follows (in thousands):
| Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | ||||||||
| December 31, | ||||||||
| Derivatives in Cash Flow Hedging Relationships |
2012 | 2011 | ||||||
| Forward currency contracts |
$ | 684 | $ | 268 | ||||
|
|
|
|
|
|||||
| Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | |||||||
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Cost of services |
$ | 163 | $ | 268 | ||||
| Member relations and marketing |
133 | 228 | ||||||
| General and administrative |
66 | 109 | ||||||
|
|
|
|
|
|||||
| $ | 362 | $ | 605 | |||||
|
|
|
|
|
|||||
Note 15. Stockholders’ Equity and Share-based Compensation
Share-based compensation
Under share-based compensation plans, the Company has historically granted employees and directors stock options, SARs, and RSUs. Stock options are rights to purchase common stock of the Company at the fair market value on the date of grant. SARs are equity settled share-based compensation arrangements whereby the number of shares of the Company’s common stock that will ultimately be issued is based on the appreciation of the Company’s common stock and the number of awards granted to an individual. RSUs are equity settled share-based compensation arrangements of a number of shares of the Company’s common stock. Holders of stock options and SARs do not participate in dividends until after the exercise of the award. RSU holders do not participate in dividends nor do they have voting rights until the restrictions lapse.
Share-based compensation expense is recognized on a straight-line basis, net of an estimated forfeiture rate, for those shares expected to vest over the requisite service period of the award, which is generally the vesting term of four years. Forfeitures are estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. In 2012, 2011, and 2010, the Company’s estimated forfeiture rate was 14%.
The Company recognized total share-based compensation costs of $9.2 million, $8.1 million, and $7.5 million in 2012, 2011, and 2010, respectively. These amounts are allocated to cost of services, member relations and marketing, and general and administrative expenses in the consolidated statements of operations. The total income tax benefit for share-based compensation arrangements was $3.7 million, $3.2 million, and $3.0 million in 2012, 2011, and 2010, respectively. At December 31, 2012, $21.3 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of approximately 2 years.
Equity incentive plans
In June 2012, the Company’s stockholders approved and the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, and incentive bonuses. The 2012 Plan provides for the issuance of up to 5,600,000 shares of common stock plus any shares subject to outstanding awards under the 2004 Plan that, on or after June 7, 2012, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares), up to an aggregate maximum of 11,198,113 shares. Upon stockholder approval of the 2012 Plan, the 2004 Stock Incentive Plan (the “2004 Plan”) was suspended and no new grants will be made under the 2004 Plan.
In 2012, the Company issued RSUs under the 2004 Plan and the 2012 Plan (together “the Plans”). The terms of the awards granted under the Plans, including vesting, forfeiture, and post termination exercisability are set by the plan administrator subject to certain restrictions. The contractual term of equity awards generally ranges from 4 to 7 years. The Company had approximately 7.5 million shares available for issuance under the 2012 Plan at December 31, 2012.
44
Restricted stock units
The following table summarizes the changes in RSUs:
| 2012 | 2011 | 2010 | ||||||||||||||||||||||
| Number of Restricted Stock Units |
Weighted Average Grant Date Fair Value |
Number of Restricted Stock Units |
Weighted Average Grant Date Fair Value |
Number of Restricted Stock Units |
Weighted Average Grant Date Fair Value |
|||||||||||||||||||
| Nonvested, beginning of year |
826,482 | $ | 26.58 | 832,457 | $ | 19.33 | 655,792 | $ | 15.17 | |||||||||||||||
| Granted |
357,218 | 42.38 | 317,934 | 38.27 | 403,310 | 25.76 | ||||||||||||||||||
| Forfeited |
(71,425 | ) | 28.95 | (74,143 | ) | 21.49 | (43,536 | ) | 13.08 | |||||||||||||||
| Vested |
(290,716 | ) | 23.47 | (249,766 | ) | 18.80 | (183,109 | ) | 20.09 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Nonvested, end of year |
821,559 | $ | 34.34 | 826,482 | $ | 26.58 | 832,457 | $ | 19.33 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
Included in the 2012 RSU grants are 32,834 performance-based share awards (“PSAs”) granted to the Company’s corporate leadership team. The ultimate number of PSAs that will vest is based upon the achievement of specified levels of revenue and adjusted EBITDA during the three-year period ending December 31, 2014.
Stock appreciation rights
The following assumptions were used to value grants of SARs:
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Risk-free interest rate |
— | — | 4.30 | % | ||||||||
| Dividend yield |
— | — | 1.50 | % | ||||||||
| Expected life of option (in years) |
— | — | 4.8 | |||||||||
| Expected volatility (calculated historically) |
— | — | 42 | % | ||||||||
| Weighted-average fair value of share-based compensation awards granted |
$ | — | $ | — | $ | 11.05 | ||||||
The following table summarizes the changes in SARs:
| 2012 | 2011 | 2010 | ||||||||||||||||||||||
| Number of Stock Appreciation Rights |
Weighted Average Exercise Price |
Number of Stock Appreciation Rights |
Weighted Average Exercise Price |
Number of Stock Appreciation Rights |
Weighted Average Exercise Price |
|||||||||||||||||||
| Outstanding, beginning of year |
1,118,258 | $ | 62.81 | 1,289,073 | $ | 63.08 | 1,351,698 | $ | 64.51 | |||||||||||||||
| Granted |
— | — | — | — | 60,000 | 30.01 | ||||||||||||||||||
| Forfeited |
(58,375 | ) | 63.58 | (132,690 | ) | 71.76 | (122,625 | ) | 62.64 | |||||||||||||||
| Exercised |
(78,750 | ) | 40.80 | (38,125 | ) | 40.78 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Outstanding, end of year |
981,133 | $ | 64.53 | 1,118,258 | $ | 62.81 | 1,289,073 | $ | 63.08 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Vested or expected to vest, end of year |
976,933 | $ | 64.68 | 1,085,878 | $ | 63.62 | 1,136,816 | $ | 64.71 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Exercisable, end of year |
951,133 | $ | 65.62 | 958,951 | $ | 66.92 | 860,271 | $ | 70.73 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for those awards that have an exercise price currently below the closing price. At December 31, 2012 and 2011, the Company had 387,880 and 15,000 vested SARs with an aggregate intrinsic value of $2.7 million and $0.1 million, respectively. The total intrinsic value of SARs exercised in 2012 and 2011 was $0.5 million and $0.1 million, respectively.
The following table summarizes the characteristics of SARs at December 31, 2012:
| Stock Appreciation Rights Outstanding | Stock Appreciation Rights Exercisable | |||||||||||||||||||||||
| Range of Exercise Prices |
Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life-Years |
Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life-Years |
||||||||||||||||||
| $30.01 – $45.74 |
417,880 | $ | 39.66 | 2.56 | 387,880 | $ | 40.40 | 2.39 | ||||||||||||||||
| 66.60 – 76.00 |
342,243 | 73.57 | 1.32 | 342,243 | 73.57 | 1.32 | ||||||||||||||||||
| 97.56 – 97.56 |
221,010 | 97.56 | 0.20 | 221,010 | 97.56 | 0.20 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| $30.01 – $97.56 |
981,133 | $ | 64.53 | 1.60 | 951,133 | $ | 65.62 | 1.50 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
Stock options
The following table summarizes the changes in stock options:
| 2012 | 2011 | 2010 | ||||||||||||||||||||||
| Number of Options |
Weighted Average Exercise Price |
Number of Options |
Weighted Average Exercise Price |
Number of Options |
Weighted Average Exercise Price |
|||||||||||||||||||
| Outstanding, beginning of year |
672,865 | $ | 58.79 | 1,122,865 | $ | 53.44 | 1,202,717 | $ | 53.03 | |||||||||||||||
| Granted |
— | — | — | — | — | — | ||||||||||||||||||
| Forfeited |
(475,875 | ) | 66.97 | (381,625 | ) | 47.82 | (56,002 | ) | 55.83 | |||||||||||||||
| Exercised |
(43,845 | ) | 32.46 | (68,375 | ) | 32.16 | (23,850 | ) | 27.37 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Outstanding, end of year |
153,145 | $ | 40.91 | 672,865 | $ | 58.79 | 1,122,865 | $ | 53.44 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Vested or expected to vest, end of year |
153,145 | $ | 40.91 | 672,865 | $ | 58.79 | 1,122,865 | $ | 53.44 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Exercisable, end of year |
153,145 | $ | 40.91 | 672,865 | $ | 58.79 | 1,122,865 | $ | 53.44 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
At December 31, 2012 and 2011, the Company had vested stock options outstanding to purchase an aggregate of 80,905 and 124,750 shares with an aggregate intrinsic value of $1.2 million and $0.7 million, respectively. The total intrinsic value of stock options exercised in 2012, 2011, and 2010 was $0.4 million, $0.5 million, and $0.1 million, respectively.
45
The following table summarizes the characteristics of stock options at December 31, 2012:
| Options Outstanding and Exercisable | ||||||||||||
| Range of Exercise Prices |
Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life-Years |
|||||||||
| $32.30 – $32.30 |
80,905 | $ | 32.30 | 0.19 | ||||||||
| 50.55 – 50.55 |
72,240 | 50.55 | 0.83 | |||||||||
|
|
|
|||||||||||
| $32.30 – $50.55 |
153,145 | $ | 40.91 | 0.49 | ||||||||
|
|
|
|||||||||||
Share Repurchases
In August 2011, the Company’s Board of Directors authorized a $50 million stock repurchase program for the Company’s common stock. In 2012 and 2011, the Company repurchased approximately 0.2 million and 1.3 million shares of its common stock, respectively, at a total cost of $10.0 million and $40.3 million, respectively, pursuant to publicly announced plans. The remaining repurchase activity in 2012, 2011, and 2010 relates to common stock surrendered by employees to satisfy federal and state tax withholding obligations. The total remaining authorization pursuant to the $50 million stock repurchase program was $18.1 million and expired on December 31, 2012.
In February 2013, the Company’s Board of Directors approved a new $50 million stock repurchase program, which is authorized through December 31, 2014. Repurchases may be made through open market purchases or privately negotiated transactions. The timing of repurchases and the exact number of shares of common stock to be repurchased will be determined by the Company’s management, in its discretion, and will depend upon market conditions and other factors. The program will be funded using cash on hand and cash generated from operations.
Dividends
The Company funds its dividend payments with cash on hand and cash generated from operations. In February 2013, the Board of Directors declared a first quarter cash dividend of $0.225 per share. The dividend is payable on March 29, 2013 to stockholders of record at the close of business on March 15, 2013. In 2012, the Board of Directors declared and paid quarterly cash dividends of $0.175 per share for each quarter of 2012.
Preferred stock
The Company had 5.0 million shares of preferred stock authorized with a par value of $0.01 per share at December 31, 2012 and 2011. No shares were issued and outstanding at December 31, 2012 and 2011.
Note 16. Income Taxes
The provision for income taxes consists of the following (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Current tax expense |
||||||||||||
| Federal |
$ | 35,279 | $ | 25,478 | $ | 33,482 | ||||||
| State and local |
8,062 | 5,604 | 8,326 | |||||||||
| Foreign |
2,685 | 2,335 | 273 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current |
46,026 | 33,417 | 42,081 | |||||||||
| Deferred tax (benefit) expense |
||||||||||||
| Federal |
(2,662 | ) | 5,207 | (4,396 | ) | |||||||
| State and local |
(544 | ) | 1,238 | (3,397 | ) | |||||||
| Foreign |
(5,251 | ) | (1,002 | ) | (273 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total deferred |
(8,457 | ) | 5,443 | (8,066 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Provision for income taxes |
$ | 37,569 | $ | 38,860 | $ | 34,015 | ||||||
|
|
|
|
|
|
|
|||||||
In 2012, 2011, and 2010, the Company made cash payments for income taxes of $36.9 million, $28.3 million, and $39.4 million, respectively. As a result of the sale of Toolbox.com, the Company received tax deductions in 2011 lowering cash payments for income taxes. Additionally, the disposition resulted in prepaid income taxes of $11.6 million at December 31, 2011 which lowered the Company’s cash payments for income taxes in 2012.
46
The components of Income before provision for income taxes were as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| US sources |
$ | 87,994 | $ | 94,459 | $ | 85,666 | ||||||
| Non-US sources |
(13,374 | ) | 1,848 | 448 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 74,620 | $ | 96,307 | $ | 86,114 | ||||||
|
|
|
|
|
|
|
|||||||
The provision for income taxes differs from the amount of income taxes determined by applying the US federal income tax statutory rate to income before provision for income taxes as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Statutory US federal income tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
| State income taxes, net of federal benefit |
6.5 | 4.8 | 3.8 | |||||||||
| Foreign income tax |
2.1 | (0.2 | ) | (0.2 | ) | |||||||
| Foreign currency (gain) loss |
(0.1 | ) | 0.2 | — | ||||||||
| Transaction costs |
5.5 | — | — | |||||||||
| Permanent differences and other, net |
1.0 | 1.4 | (0.8 | ) | ||||||||
| Reserve for tax contingencies |
0.3 | (0.8 | ) | 1.7 | ||||||||
|
|
|
|
|
|
|
|||||||
| Effective tax rate |
50.3 | % | 40.4 | % | 39.5 | % | ||||||
|
|
|
|
|
|
|
|||||||
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consist of the following (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Deferred tax assets |
||||||||
| Share-based compensation |
$ | 10,664 | $ | 12,564 | ||||
| Accrued incentive compensation |
14,460 | 13,404 | ||||||
| Accruals and reserves |
1,227 | 1,077 | ||||||
| Net operating loss and tax credit carryforwards |
15,846 | 13,231 | ||||||
| Deferred compensation plan |
4,580 | 4,771 | ||||||
| Deferred revenue |
— | 2,828 | ||||||
| Operating leases and lease incentives |
21,911 | 11,473 | ||||||
| Other |
3,403 | 1,225 | ||||||
|
|
|
|
|
|||||
| Total deferred tax assets |
72,091 | 60,573 | ||||||
| Valuation allowance |
(11,248 | ) | (7,886 | ) | ||||
|
|
|
|
|
|||||
| Total deferred tax assets, net of valuation allowance |
60,843 | 52,687 | ||||||
| Deferred tax liabilities |
||||||||
| Deferred incentive compensation |
6,974 | 6,866 | ||||||
| Depreciation |
9,688 | 5,565 | ||||||
| Goodwill and intangibles |
91,085 | 3,110 | ||||||
| Deferred revenue |
372 | — | ||||||
| Other |
82 | 248 | ||||||
|
|
|
|
|
|||||
| Total deferred tax liabilities |
108,201 | 15,789 | ||||||
|
|
|
|
|
|||||
| Net deferred tax (liabilities) assets |
$ | (47,358 | ) | $ | 36,898 | |||
|
|
|
|
|
|||||
In estimating future tax consequences, ASC Topic 740 “Income Taxes,” generally considers all expected future events in the determination and valuation of deferred tax assets and liabilities. The valuation allowance at December 31, 2012 was primarily due to state tax credit carryforwards from Washington DC described below and foreign loss carryforwards acquired through the purchase of SHL and the valuation allowance at December 31, 2011 was primarily due to state tax credit carryforwards from Washington DC. The net change in the valuation allowance was an increase of $3.4 million and $0.4 million in 2012 and 2011, respectively. The increase in valuation allowance in 2012 was primarily due to the establishment of a valuation allowance against foreign loss carryforwards acquired through the purchase of SHL.
The Company has approximately $9.7 million of federal and state net operating loss carryforwards available as a result of the acquisition of Iconoculture. These carryforwards will be available to offset future income through 2031. The Company generated net operating loss carryforwards for state income tax purposes of $2.5 million in 2010 which is available to offset future state taxable income through 2030. The Company has approximately $10.8 million of non-trading loss carryforwards available as a result of the acquisition of SHL. These carryforwards are potentially available indefinitely. The use of these net operating loss carryforwards may be limited.
The Company has Washington DC tax credit carryforwards resulting in a deferred tax asset of $7.2 million at December 31, 2012 and 2011, respectively. These credits expire in years 2015 through 2018. The Company recorded a $7.2 million valuation allowance related to these credit carryforwards at December 31, 2012 and 2011, respectively.
Undistributed earnings of the Company’s foreign subsidiaries amounted to $34.0 million, $23.5 million, and $18.2 million at December 31, 2012, 2011, and 2010, respectively. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for applicable taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both US income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred US income tax liability is not practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credit carryforwards would be available to reduce some portion of the US liability.
A reconciliation of the beginning and ending unrecognized tax benefit is as follows (in thousands):
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Balance at beginning of the year |
$ | 1,132 | $ | 2,563 | $ | 592 | ||||||
| Additions based on tax positions related to the current year |
23 | 24 | 79 | |||||||||
| Additions for tax positions of prior years |
— | 210 | 1,912 | |||||||||
| Positions assumed in SHL acquisition |
3,999 | |||||||||||
| Reductions for tax positions of prior years |
— | — | — | |||||||||
| Reductions for lapse of statute of limitations |
(80 | ) | (1,665 | ) | (20 | ) | ||||||
| Settlements |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of the year |
$ | 5,074 | $ | 1,132 | $ | 2,563 | ||||||
|
|
|
|
|
|
|
|||||||
The Company files income tax returns in US federal, state, and foreign jurisdictions. With few exceptions, the Company is no longer subject to tax examinations in major tax jurisdictions for periods prior to 2009. The Company’s unrecognized tax benefit liability would affect the Company’s effective tax rate if recognized, except for $0.3 million, $0.4 million, and $1.2 million of tax credits that would be available to offset this liability at December 31, 2012, 2011, and 2010, respectively. Interest and penalties recognized related to uncertain tax positions amounted to $0.2 million, $0.2 million, and $0.5 million in 2012, 2011, and 2010, respectively. Accrued interest and penalties were $2.9 million and $0.7 million at December 31, 2012 and 2011, respectively, and was included in Accounts payable and accrued liabilities. In 2012, the Company assumed accrued interest and penalties of $1.8 million with the SHL acquisition. The Company classifies interest and penalties related to the unrecognized tax benefits in its income tax provision.
The Internal Revenue Service commenced an examination of the Company’s US income tax returns for 2008 through 2010 in the second quarter of 2012.
47
Note 17. Employee Benefit Plans
Defined contribution 401(k) plan
The Company sponsors a defined contribution 401(k) plan (the “Plan”). Pursuant to the Plan, all employees who have reached the age of 21 are eligible to participate. The Company provides a discretionary contribution equal to 50% of an employee’s contribution up to a maximum of 6% of base salary. The Company’s matching contribution is subject to a four-year vesting schedule of 25% per year beginning one year from the employee’s date of hire, and an employee must be employed by the Company on the last day of a Plan year in order to vest in the Company’s contribution for that year. The Company’s contributions to the Plan were $4.5 million, $3.8 million, and $2.9 million in 2012, 2011, and 2010, respectively.
Employee stock purchase plan
The Company sponsors an employee stock purchase plan (the “ESPP”) for all eligible employees. Under the ESPP, employees authorize payroll deductions from 1% to 10% of their eligible compensation to purchase shares of the Company’s common stock. The total shares of the Company’s common stock authorized for issuance under the ESPP is 1,050,000. Under the plan, shares of the Company’s common stock may be purchased over an offering period, typically three months, at 85% of the lower of the fair market value on the first or last day of the applicable offering period. In 2012, 2011, and 2010, the Company issued 19,420 shares, 16,970 shares, and 21,668 shares of common stock, respectively, under the ESPP. At December 31, 2012, approximately 714,000 shares were available for issuance.
Deferred compensation plan
The Company has a Deferred Compensation Plan (the “Deferred Compensation Plan”) for certain employees and members of the Board of Directors to provide an opportunity to defer compensation on a pre-tax basis. The Deferred Compensation Plan provides for deferred amounts to be credited with investment returns based on investment options selected by participants from alternatives designated from time to time by the plan administrative committee. The Company invests funds sufficient to pay the deferred compensation liabilities in mutual fund investments through insurance contracts in a Rabbi Trust to match the investment options made by participants. These investments are considered trading securities, carried at fair value, and included in Other assets on the consolidated balance sheets. Earnings (losses) associated with the Deferred Compensation Plan’s assets were $1.7 million, $(0.5) million, and $1.7 million in 2012, 2011, and 2010, respectively, and are included in Interest income and other while offsetting changes in individual participant account balances are recorded as compensation expense in the consolidated statements of operations.
The Deferred Compensation Plan also allows the Company to make discretionary contributions at any time based on individual or overall Company performance, which may be subject to a different vesting schedule than elective deferrals, and provides that the Company will make up any 401(k) plan match that is not credited to the participant’s 401(k) account due to his or her participation in the Deferred Compensation Plan. The Company did not make any discretionary contributions to the Deferred Compensation Plan in 2012, 2011, or 2010.
Note 18. Commitments and Contingencies
Operating leases
The Company leases office facilities that expire on various dates through 2028. Generally, the leases carry renewal provisions and rental escalations and require the Company to pay executory costs such as taxes and insurance.
In May 2010, the Company amended and restated the sublease agreement entered into in June 2009 with a third party to exercise the extension clause contained in the original sublease from October 2021 through January 2028, which terminates with the Company’s existing lease in January 2028. The Company also sublet additional space from November 2011 through January 2028 and from October 2014 through January 2028. The amended and restated sublease also contains an expansion option for additional square footage, which may be exercised at the subtenant’s discretion, from October 2014 through January 2028. The subtenant will be required to pay its pro rata portion of any increases in building operating expenses and real estate taxes.
In October 2012, the Company entered into a lease agreement for 108,800 square feet in Arlington, Virginia. The Company expects that these actions will increase its aggregate rent expense by approximately $3.0 million for the year ended December 31, 2013 and by approximately $5.0 million for each year thereafter through the end of the lease period. Total lease payments over the non-cancelable 10 year 7 month term ending on December 31, 2023, including escalations, will be approximately $56.0 million. The lease agreement contains a one-time expansion right in 2013 for an additional contiguous floor of 21,760 square feet at the same terms and conditions and a renewal option to extend the lease for an additional four or five year period. CEB will be required to pay its pro rata portion of any increases in building operating expenses and real estate taxes in excess of the 2013 base year.
In November 2012, the Company entered into an agreement to extend a current sublease for one floor of its corporate headquarters and sublease one additional floor. The extension and sublease will begin on January 1, 2014 for a five year period.
Future minimum rental payments under non-cancelable operating leases and future minimum receipts under subleases, excluding executory costs, are as follows at December 31, 2012 (in thousands):
| Payments Due and Sublease Receipts by Period at December 31, 2012 | ||||||||||||||||||||||||||||
| Total | YE 2013 | YE 2014 | YE 2015 | YE 2016 | YE 2017 | Thereafter | ||||||||||||||||||||||
| Operating lease obligations |
$ | 637,980 | $ | 44,101 | $ | 47,471 | $ | 47,300 | $ | 47,535 | $ | 46,032 | $ | 405,541 | ||||||||||||||
| Subleases receipts |
(277,390 | ) | (14,562 | ) | (17,591 | ) | (19,178 | ) | (19,638 | ) | (20,111 | ) | (186,310 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total net lease obligations |
$ | 360,590 | $ | 29,539 | $ | 29,880 | $ | 28,122 | $ | 27,897 | $ | 25,921 | $ | 219,231 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rent expense, net of sublease income, was $24.2 million, $22.2 million, and $25.2 million in 2012, 2011, and 2010, respectively.
48
Other
At December 31, 2012, the Company had outstanding letters of credit totaling $8.3 million to provide security deposits for certain office space leases. The letters of credit expire in the period from January 2013 through December 2013, but will automatically extend for another year from their expiration dates unless the Company terminates them. To date, no amounts have been drawn on these agreements.
From time to time, the Company is subject to litigation related to normal business operations. The Company vigorously defends itself in litigation and is not currently a party to, and the Company’s property is not subject to, any legal proceedings likely to materially affect the Company’s operating results.
The Company continues to evaluate potential tax exposure relating to sales and use, payroll, income and property tax laws, and regulations for various states in which the Company sells or supports its goods and services. Accruals for potential contingencies are recorded by the Company when it is probable that a liability has been incurred, and the liability can be reasonably estimated. As additional information becomes available, changes in the estimates of the liability are reported in the period that those changes occur. The Company accrued a liability of $5.8 million at December 31, 2012 and $3.0 million at December 31, 2011 relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services. The liability at December 31, 2012 includes $2.6 million recorded in the preliminary purchase price allocation for SHL.
Note 19. Segments and Geographic Areas
Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker of an enterprise. With the acquisition of SHL, the Company now has two reportable segments, CEB and SHL. The CEB segment, which includes the Company’s historical business operations prior to the acquisition of SHL, provides comprehensive data analysis, research, and advisory services that align to executive leadership roles and key recurring decisions. CEB’s products and services focus on several key corporate functions across a wide range of industries. Beginning with the fourth quarter of 2012, PDRI is included in the CEB segment. The Company’s segment disclosures for 2012 have been recast for comparative purposes to include PDRI in the CEB segment from the acquisition date. PDRI provides customized personnel assessment tools and services to various agencies of the US Government and was acquired with SHL.
The SHL segment, which includes the operations of SHL that the Company acquired on August 2, 2012, provides cloud-based solutions for talent assessment and decision support as well as professional services that support those solutions, enabling client access to data analytics and insights for assessing and managing employees and applicants. SHL provides assessments that assist customers in determining potential candidates for employment and career planning as well as consulting services that are customizations to the assessments.
The Company evaluates the performance of its operating segments based on Adjusted segment revenue, Adjusted segment EBITDA, and Adjusted segment EBITDA Margin. The Company defines Adjusted segment revenue as segment revenue before the impact of the deferred revenue fair value adjustment resulting from acquisitions. The Company defines Adjusted segment EBITDA as segment net income (loss) before loss from discontinued operations, net of provision for income taxes; interest expense, net; depreciation and amortization; provision for income taxes; the impact of the deferred revenue fair value adjustment; acquisition related costs; share-based compensation; costs associated with exit activities; restructuring costs; and gain on acquisition. Adjusted segment EBITDA margin refers to Adjusted segment EBITDA as a percentage of Adjusted segment revenue.
Although Adjusted segment revenue, Adjusted segment EBITDA, and Adjusted segment EBITDA margin are not measures of financial condition or performance determined in accordance with GAAP, management uses these non-GAAP financial measures to evaluate and compare the operating performance of its segments.
Information for the Company’s reportable segments is as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Revenue |
||||||||||||
| CEB segment |
$ | 564,062 | $ | 484,663 | $ | 432,431 | ||||||
| SHL segment |
58,592 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total revenue |
$ | 622,654 | $ | 484,663 | $ | 432,431 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted revenue |
||||||||||||
| CEB segment |
$ | 564,062 | $ | 484,663 | $ | 432,431 | ||||||
| SHL segment |
75,726 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Adjusted revenue |
$ | 639,788 | $ | 484,663 | $ | 432,431 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA |
||||||||||||
| CEB segment |
$ | 154,600 | $ | 120,757 | $ | 110,058 | ||||||
| SHL segment |
19,589 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Adjusted EBITDA |
$ | 174,189 | $ | 120,757 | $ | 110,058 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA margin |
||||||||||||
| CEB segment |
27.4 | % | 24.9 | % | 25.5 | % | ||||||
| SHL segment |
25.9 | % | — | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total Adjusted EBITDA margin |
27.2 | % | $ | 24.9 | % | $ | 25.5 | % | ||||
|
|
|
|
|
|
|
|||||||
| Depreciation and amortization |
||||||||||||
| CEB segment |
$ | 24,371 | $ | 16,928 | $ | 18,039 | ||||||
| SHL segment |
13,487 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total depreciation and amortization |
$ | 37,858 | $ | 16,928 | $ | 18,039 | ||||||
|
|
|
|
|
|
|
|||||||
The table below reconciles total revenue to total Adjusted revenue (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Total revenue |
$ | 622,654 | $ | 484,663 | $ | 432,431 | ||||||
| Impact of the deferred revenue fair value adjustment |
17,134 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Adjusted revenue |
$ | 639,788 | $ | 484,663 | $ | 432,431 | ||||||
|
|
|
|
|
|
|
|||||||
49
The table below reconciles Net income to Adjusted EBITDA (in thousands):
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Net income |
$ | 37,051 | $ | 52,655 | $ | 40,363 | ||||||
| Loss from discontinued operations, net of provision for income taxes |
— | 4,792 | 11,736 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income from continuing operations |
37,051 | 57,447 | 52,099 | |||||||||
| Interest expense (income), net |
10,834 | (596 | ) | (1,526 | ) | |||||||
| Depreciation and amortization |
37,858 | 16,928 | 18,039 | |||||||||
| Provision for income taxes |
37,569 | 38,860 | 34,015 | |||||||||
| Impact of the deferred revenue fair value adjustment |
17,134 | — | — | |||||||||
| Acquisition related costs |
24,529 | — | — | |||||||||
| Share-based compensation |
9,214 | 8,118 | 7,431 | |||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA |
$ | 174,189 | $ | 120,757 | $ | 110,058 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA Margin |
27.2 | % | 24.9 | % | 25.5 | % | ||||||
|
|
|
|
|
|
|
|||||||
The following is a reconciliation of segment assets to total assets (in thousands):
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Cash and cash equivalents |
||||||||
| CEB segment |
$ | 37,715 | $ | 133,429 | ||||
| SHL segment |
34,984 | — | ||||||
|
|
|
|
|
|||||
| Total cash and cash equivalents |
$ | 72,699 | $ | 133,429 | ||||
|
|
|
|
|
|||||
| Accounts receivable, net |
||||||||
| CEB segment |
$ | 194,276 | $ | 154,255 | ||||
| SHL segment |
45,323 | — | ||||||
|
|
|
|
|
|||||
| Total accounts receivable, net |
$ | 239,599 | $ | 154,255 | ||||
|
|
|
|
|
|||||
| Goodwill |
||||||||
| CEB segment |
$ | 80,886 | $ | 29,492 | ||||
| SHL segment |
390,413 | — | ||||||
|
|
|
|
|
|||||
| Total goodwill |
$ | 471,299 | $ | 29,492 | ||||
|
|
|
|
|
|||||
| Intangible assets, net |
||||||||
| CEB segment |
$ | 52,124 | $ | 13,581 | ||||
| SHL segment |
283,067 | — | ||||||
|
|
|
|
|
|||||
| Total intangible assets |
$ | 335,191 | $ | 13,581 | ||||
|
|
|
|
|
|||||
| Property and equipment, net |
||||||||
| CEB segment |
$ | 84,360 | $ | 80,981 | ||||
| SHL segment |
12,602 | — | ||||||
|
|
|
|
|
|||||
| Total property and equipment, net |
$ | 96,962 | $ | 80,981 | ||||
|
|
|
|
|
|||||
| Total assets |
||||||||
| CEB segment |
$ | 550,429 | $ | 533,692 | ||||
| SHL segment |
771,820 | — | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,322,249 | $ | 533,692 | ||||
|
|
|
|
|
|||||
The Company has revenue and long-lived assets, consisting of property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, in the following geographic areas (in thousands):
| United States (1) | Europe | Other Countries | Total | |||||||||||||
| 2012 |
||||||||||||||||
| Revenue |
$ | 408,022 | $ | 104,825 | $ | 109,807 | $ | 622,654 | ||||||||
| Long-lived assets |
201,455 | 693,445 | 8,552 | 903,452 | ||||||||||||
| 2011 |
||||||||||||||||
| Revenue |
$ | 326,864 | $ | 71,916 | $ | 85,883 | $ | 484,663 | ||||||||
| Long-lived assets |
102,550 | 13,424 | 8,080 | 124,054 | ||||||||||||
| 2010 |
||||||||||||||||
| Revenue |
$ | 290,905 | $ | 69,755 | $ | 71,771 | $ | 432,431 | ||||||||
| Long-lived assets |
112,366 | 4,876 | 8,992 | 126,234 | ||||||||||||
| (1) | Excludes Toolbox.com revenue of $5.3 million and $6.5 million in 2011 and 2010, respectively, classified as discontinued operations. |
Note 20. Related Party Transaction
In 2012, the Company paid $3.0 million to the Boston Consulting Group (“BCG”), included in Acquisition related costs in the consolidated statements of operations associated with SHL integration support. The spouse of the Company’s CEO and Chairman is a senior partner and managing director of BCG. Consistent with the Company’s corporate governance policies, the Audit Committee reviewed and approved the retention of BCG.
50
Note 21. Quarterly Financial Data (unaudited)
Unaudited summarized quarterly financial data is as follows (in thousands, except per-share amounts):
| 2012 Quarter Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | |||||||||||||
| Revenue |
$ | 128,467 | $ | 135,718 | $ | 164,749 | $ | 193,720 | ||||||||
| Total costs and expenses |
103,322 | 110,215 | 156,103 | 168,346 | ||||||||||||
| Operating profit |
25,145 | 25,503 | 8,646 | 25,374 | ||||||||||||
| Income before provision for income taxes |
26,555 | 24,758 | 5,303 | 18,004 | ||||||||||||
| Net income |
15,561 | 14,765 | (456 | ) | 7,181 | |||||||||||
| Basic earnings (loss) per share |
0.47 | 0.44 | (0.01 | ) | 0.21 | |||||||||||
| Diluted earnings (loss) per share |
$ | 0.46 | $ | 0.44 | $ | (0.01 | ) | $ | 0.21 | |||||||
| 2011 Quarter Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | |||||||||||||
| Revenue |
$ | 113,623 | $ | 117,482 | $ | 121,607 | $ | 131,951 | ||||||||
| Total costs and expenses |
94,746 | 98,774 | 96,096 | 98,562 | ||||||||||||
| Operating profit |
18,877 | 18,708 | 25,511 | 33,389 | ||||||||||||
| Income from continuing operations before provision for income taxes |
20,382 | 19,031 | 22,967 | 33,928 | ||||||||||||
| Income from continuing operations |
12,060 | 10,956 | 14,558 | 19,873 | ||||||||||||
| Loss from discontinued operations, net of provision for income taxes |
(706 | ) | (612 | ) | (552 | ) | (2,923 | ) | ||||||||
| Net income |
11,354 | 10,344 | 14,006 | 16,950 | ||||||||||||
| Basic earnings (loss) per share |
0.33 | 0.30 | 0.41 | 0.51 | ||||||||||||
| Continuing operations |
0.35 | 0.32 | 0.43 | 0.60 | ||||||||||||
| Discontinued operations |
(0.02 | ) | (0.02 | ) | (0.02 | ) | (0.09 | ) | ||||||||
| Diluted earnings (loss) per share |
0.33 | 0.30 | 0.41 | 0.50 | ||||||||||||
| Continuing operations |
0.35 | 0.31 | 0.42 | 0.59 | ||||||||||||
| Discontinued operations |
$ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.09 | ) | ||||
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired SHL Group Holdings I entities, which are included in our 2012 consolidated financial statements since the acquisition date of August 2, 2012.
See Report of Management’s Assessment of Internal Control Over Financial Reporting and the attestation report issued by Ernst & Young LLP, our independent registered public accounting firm, on effectiveness of our internal controls over financial reporting in Item 8.
None.
51
Item 10. Directors, Executive Officers and Corporate Governance.
The following information is included in the Company’s Proxy Statement related to its 2013 Annual Meeting of Stockholders to be filed within 120 days after the Company’s fiscal year end of December 31, 2012 (the “Proxy Statement”) and is incorporated herein by reference:
| • | Information regarding directors of the Company who are standing for reelection and any persons nominated to become directors of the Company |
| • | Information regarding executive officers of the Company |
| • | Information regarding the Company’s Audit Committee and designated “audit committee financial experts” |
| • | Information on the Company’s code of business conduct and ethics for directors, officers and employees, also known as the “Code of Conduct for Officers, Directors and Employees,” and on the Company’s corporate governance guidelines |
| • | Information regarding Section 16(a) beneficial ownership reporting compliance |
Item 11. Executive Compensation.
The following information is included in the Proxy Statement and is incorporated herein by reference:
| • | Information regarding the Company’s compensation of its named executive officers |
| • | Information regarding the Company’s compensation of its directors |
| • | The report of the Company’s Compensation Committee |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following information is included in the Proxy Statement and is incorporated herein by reference:
| • | Information regarding security ownership of certain beneficial owners, directors and executive officers |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about the securities authorized for issuance under our equity compensation plans at December 31, 2012.
| (A) | (B) | (C) | ||||||||||
| Plan Category |
Number
Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights |
Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights |
Number of
Securities Remaining Available For Future Issuances under Equity Compensation Plans (Excluding Securities Reflected In Column (A)) |
|||||||||
| Equity compensation plans approved by stockholders (1) |
1,931,837 | $ | 61.97 | 7,500,886 | ||||||||
| Equity compensation plans not approved by stockholders (2) |
24,000 | 32.30 | — | |||||||||
|
|
|
|
|
|||||||||
| Total |
1,955,837 | $ | 61.34 | 7,500,886 | ||||||||
|
|
|
|
|
|||||||||
| (1) | Number of securities includes stock options, stock appreciation rights and restricted stock units. The total of stock options and stock appreciation rights is 1,110,278 with a weighted average exercise price of $61.97. Total restricted stock units are 821,559. |
| (2) | In March 2002, the Company adopted the 2002 Non-Executive Stock Incentive Plan, as amended (the “2002 Plan”), which was not approved by stockholders. In December 2006, the Company further amended the 2002 Plan to address new guidance regarding equity restructurings under new accounting rules relating to share-based compensation. The 2002 Plan provided for the issuance of up to 7,300,000 shares of common stock under stock options or restricted stock grants. Any person who is an employee or prospective employee of the Company was eligible for the grant of awards under the 2002 Plan, unless such person is an officer or director of the Company. The terms of awards granted under the 2002 Plan, including vesting, forfeiture and post termination exercisability are set by the plan administrator, subject to certain restrictions set forth in the 2002 Plan. The stock options granted under the 2002 Plan generally become exercisable 25% per year beginning one year from the date of grant and expire by March 2013. With stockholder approval of the Company’s 2004 Stock Incentive Plan in July 2004, the 2002 Plan was suspended and no new grants will be made under the 2002 Plan. Stockholder approval of the 2004 Plan terminated the Company’s ability to issue awards for 4,497,625 shares that at that time remained available under the 2002 Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The following information is included in the Proxy Statement and incorporated herein by reference:
| • | Information regarding directors of the Company who are standing for reelection and any persons nominated to become directors of the Company |
| • | Information regarding related party transactions |
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference from the information provided under the heading “Independent Registered Public Accounting Firm Fees and Services” of our Proxy Statement.
Item 15. Exhibits, Financial Statement Schedules.
| (1) | The following financial statements of the registrant and reports of Independent Registered Public Accounting Firm are included in Item 8 hereof: |
| (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 consolidated financial statements or are not required under the related instructions, or are not applicable and therefore have been omitted. |
Schedule II-Valuation and Qualifying Accounts.
| (3) | The exhibits listed below are filed or incorporated by reference as part of this Form 10-K. |
52
| Exhibit No. |
Description of Exhibit | |
| 2.1 | Agreement Relating to the Sale and Purchase of the Entire Issued Share Capital of SHL Group Holdings 1 Limited and Certain Shares in SHL Group Holdings 3 Limited between the Sellers, The Corporate Executive Board Company (UK) Limited (as Buyer), The Corporate Executive Board Company (as Guarantor), and VSS Communications Partners IV, L.P. (as Qwiz Guarantor), dated July 2, 2012 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2012.) | |
| 3.1 | Second Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, declared effective by the Securities and Exchange Commission on February 22, 1999 (Registration No. 333-5983).) | |
| 3.2 | Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2009.) | |
| 3.3 | Certificate of Retirement of the Class A Voting Common Stock and the Class B Non-Voting Common Stock of the Corporate Executive Board Company. (Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 1999.) | |
| 4.1 | Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, declared effective by the Securities and Exchange Commission on February 22, 1999 (Registration No. 333-5983).) | |
| 10.1 | 2001 Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 10, 2001 (Registration No. 333-67238).) * | |
| 10.2 | 2002 Non-Executive Stock Incentive Plan. (Incorporated by reference to Exhibit 10.21.3 to the Annual Report on Form 10-K for the year ended December 31, 2002.) * | |
| 10.3 | 2004 Stock Incentive Plan, as amended June 14, 2007. (Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 2007.) * | |
| 10.4 | Form of term sheet for director non-qualified stock options. (Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K for the year ended December 31, 2001.) * | |
| 10.5 | The Corporate Executive Board Deferred Compensation Plan, as amended, effective January 1, 2008. (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2008)* | |
| 10.6 | Standard Terms and Conditions for Restricted Stock Units under the 2004 Stock Incentive Plan and form of Term Sheet for Restricted Stock Units. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006.) * | |
| 10.7 | Standard Terms and Conditions for Non-Qualified Stock Options and Stock Appreciation Rights under the 2001 Stock Option Plan, 2002 Non-Executive Stock Incentive Plan and the 2004 Stock Incentive Plan and form of Term Sheet for Stock Appreciation Rights. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006.) * | |
| 10.8 | Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work Product, dated August 20, 1997, between the Company’s predecessor and Thomas L. Monahan III. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2006.) | |
| 10.9 | Amendments to the 2004 Stock Incentive Plan, 2002 Non-Executive Stock Incentive Plan, 2001 Stock Option Plan, 1999 Stock Option Plan, Employee Stock Purchase Plan and Directors’ Stock Plan, adopted December 22, 2006. (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K for the year ended December 31, 2006.) * | |
| 10.10 | Collaboration Agreement, dated February 6, 2007, with The Advisory Board Company. (Incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.) | |
| 10.11 | Form of Employer Protection Agreement, revised February 12, 2010. (Incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.) | |
53
| 10.12 | Amendments, adopted February 21, 2007, to the 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.29 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.) * | |
| 10.13 | Form of Indemnity Agreement between The Corporate Executive Board Company and its directors, officers, and certain designated executives. (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K for the year ended December 31, 2007.) | |
| 10.14 | Form of Change in Control Severance Agreement. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2008.) * | |
| 10.15 | Revised Form of Employer Protection Agreement, adopted February 12, 2010. (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2009.) | |
| 10.16 | Revised Standard Terms and Conditions for Restricted Stock Units under the 2004 Stock Incentive Plan for Restricted Stock Units. (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2009.)* | |
| 10.17 | Revised Standard Terms and Conditions for Non-Qualified Stock Options and Stock Appreciation Rights under 2004 Stock Incentive Plan for Stock Appreciation Rights. (Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K for the year ended December 31, 2009.)* | |
| 10.18 | Severance Program – Corporate Leadership Team, adopted January 8, 2010. (Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2009.)* | |
| 10.19 | Form of Indemnity Agreement between The Corporate Executive Board Company and its directors, officers, and certain designated executives. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2011.) * | |
| 10.20 | Extension letter, dated November 7, 2011, to the Collaboration Agreement with The Advisory Board Company. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.) | |
| 10.21 | Credit Agreement, dated as of March 16, 2011, by and among The Corporate Executive Board Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2011.) | |
| 10.22 | Standard Terms and Conditions for Performance-Based Restricted Stock Units under the 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2011.)* | |
| 10.23 | Executive Severance Agreement, dated as of February 3, 2012, by and between The Corporate Executive Board Company and Thomas L. Monahan III. (Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2011.) * | |
| 10.24 | Revised Standard Terms and Conditions for Non-Qualified Stock Options, Stock Appreciation Rights & Restricted Stock Units under the 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K for the year ended December 31, 2011.)* | |
| 10.25 | Credit Agreement, dated as of July 2, 2012, by and among The Corporate Executive Board Company, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2012.) | |
| 10.26 | Amendment No. 1 to the Credit Agreement, dated as of July 18, 2012, by and among The Corporate Executive Board Company, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.) | |
| 10.27 | Amendment No. 2 to the Credit Agreement, dated as of August 1, 2012, by and among The Corporate Executive Board Company, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.) | |
| 10.28 | The Corporate Executive Board Company 2012 Stock Incentive Plan. † * | |
| 10.29 | Standard Terms and Conditions for Non-Qualified Stock Options, Stock Appreciation Rights & Restricted Stock Units under the 2012 Stock Incentive Plan. † * | |
| 10.30 | Lease agreement by and between Geneva Associates Limited Partnership and The Corporate Executive Board Company, dated October 5, 2012. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2012.) | |
| 14.1 | Code of Conduct For Directors, Executives and Employees (Restated as of August 5, 2010). (Incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2010.) | |
| 21.1 | List of the Subsidiaries of The Corporate Executive Board Company. † | |
| 23.1 | Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm. † | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. † | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. † | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. † | |
| 101.INS | XBRL Instance Document† | |
| 101.SCH | XBRL Taxonomy Extension Schema Document† | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document† | |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document† | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document† | |
| * | Management contract or compensatory plan or arrangement. |
| † | Filed herewith. |
54
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
The Corporate Executive Board Company
We have audited the consolidated financial statements of The Corporate Executive Board Company as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012 and have issued our report thereon dated March 1, 2013 (included elsewhere in this Form 10-K). Our audits also included the financial statement schedule listed in Item 15 (2) of this Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
March 1, 2013
55
THE CORPORATE EXECUTIVE BOARD COMPANY
Schedule II-Valuation and Qualifying Accounts
(In thousands)
| Balance
at Beginning of Year |
Balance assumed with SHL acquisition |
Additions Charged to Revenue |
Additions Charged To Provision for Income Taxes |
Deductions from Reserve |
Balance at End of Year |
|||||||||||||||||||||||
| Year ended December 31, 2012 |
||||||||||||||||||||||||||||
| Allowance for uncollectible revenue |
$ | 962 | $ | 1,086 | $ | 4,964 | $ | — | $ | 4,603 | $ | 2,409 | ||||||||||||||||
| Valuation allowance on deferred tax assets |
7,886 | $ | 3,028 | — | 394 | 60 | 11,248 | |||||||||||||||||||||
| Year ended December 31, 2011 |
||||||||||||||||||||||||||||
| Allowance for uncollectible revenue |
$ | 1,789 | $ | 4,125 | $ | — | $ | 4,952 | $ | 962 | ||||||||||||||||||
| Valuation allowance on deferred tax assets |
7,493 | — | 556 | 163 | 7,886 | |||||||||||||||||||||||
| Year ended December 31, 2010 |
||||||||||||||||||||||||||||
| Allowance for uncollectible revenue |
$ | 2,486 | $ | 5,882 | $ | — | $ | 6,579 | $ | 1,789 | ||||||||||||||||||
| Valuation allowance on deferred tax assets |
9,091 | — | — | 1,598 | 7,493 | |||||||||||||||||||||||
56
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 1, 2013.
| THE CORPORATE EXECUTIVE BOARD COMPANY | ||
| By: | /s/ Thomas L. Monahan III | |
| Thomas L. Monahan III | ||
| Chairman of the Board of Directors and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 1, 2013 by the following persons on behalf of the registrant and in the capacity indicated.
| Signature |
Title | |
| /s/ Thomas L. Monahan III Thomas L. Monahan III |
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
| /s/ Richard S. Lindahl Richard S. Lindahl |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Gregor S. Bailar Gregor S. Bailar |
Director | |
| /s/ Stephen M. Carter Stephen M. Carter |
Director | |
| /s/ Gordon J. Coburn Gordon J. Coburn |
Director | |
| /s/ L. Kevin Cox L. Kevin Cox |
Director | |
| /s/ Nancy J. Karch Nancy J. Karch |
Director | |
| /s/ Daniel O. Leemon Daniel O. Leemon |
Director | |
| /s/ Jeffrey R. Tarr Jeffrey R. Tarr |
Director | |
57
Exhibit 10.28
THE CORPORATE EXECUTIVE BOARD COMPANY
2012 STOCK INCENTIVE PLAN
1. Purpose
The purpose of The Corporate Executive Board Company 2012 Stock Incentive Plan (the “Plan”) is to advance the interests of The Corporate Executive Board Company (the “Company”) by stimulating the efforts of employees, officers and, to the extent provided by Section 5(d) and Section 5(e), non-employee directors and other service providers, in each case who are selected to be Plan participants, by heightening the desire of such persons to continue in working toward and contributing to the success and progress of the Company. The Plan supersedes the Company’s 2004 Stock Incentive Plan with respect to future awards, and provides for the grant of Incentive and Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Deferred Stock Units, any of which may be performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as determined by the Administrator.
2. Definitions
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Administrator” means the Administrator of the Plan in accordance with Section 18.
(b) “Award” means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which the Administrator may structure to qualify in whole or in part as a Performance Award.
(c) “Award Agreement” means a written agreement or other instrument as may be approved from time to time by the Administrator implementing the grant of each Award. An Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Administrator.
(d) “Board of Directors” or “Board” means the Board of Directors of the Company.
(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations promulgated thereunder.
(f) “Common Stock” means the Company’s common stock, par value $.01, subject to adjustment as provided in Section 12.
(g) “Company” means The Corporate Executive Board Company, a Delaware corporation.
(h) “Deferred Stock Unit” or “DSU” means an Award granted pursuant to Section 9 representing the unfunded and unsecured right to receive Common Stock or cash or a combination thereof, as determined by the Administrator, at the end of a specified deferral period.
(i) “Incentive Bonus” means a bonus opportunity awarded under Section 10 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement.
(j) “Incentive Stock Option” or “ISO” means a stock option that is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(k) “Non-Employee Director” means each person who is, or is elected to be, a member of the Board of Directors and who is not an employee of the Company or any Subsidiary.
(l) “Option” means an ISO and/or a NQSO granted pursuant to Section 6 of the Plan.
(m) “Participant” means any individual described in Section 3 to whom Awards have been granted from time to time by the Administrator and any authorized transferee of such individual.
(n) “Performance Award” means an Award, the grant, issuance, retention, vesting or settlement of which is subject to satisfaction of one or more Qualifying Performance Criteria established pursuant to Section 13.
(o) “Plan” means The Corporate Executive Board Company 2012 Stock Incentive Plan as set forth herein and as amended from time to time.
(p) “Prior Plans” mean The Corporate Executive Board Company 1999 Stock Option Plan, The Corporate Executive Board Company 2001 Stock Option Plan, The Corporate Executive Board Company 2002 Non-Executive Stock Incentive Plan and the Corporate Executive Board Company 2004 Stock Incentive Plan (in each case, as amended).
(q) “Qualifying Performance Criteria” has the meaning set forth in Section 13(b). As used in Section 13(b), the term “contract value” means the aggregate annualized revenue attributed to all agreements in effect at a given date without regard to the remaining duration of any such agreement, and the term “client renewal rate” means the percentage of member institutions renewed, adjusted to reflect reductions in member institutions resulting from mergers and acquisitions of members.
(r) “Restricted Stock” means shares of Common Stock granted pursuant to Section 8 of the Plan.
(s) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 8 pursuant to which shares of Common Stock may be issued in the future.
(t) “Retirement” has the meaning specified by the Administrator in the terms of an Award Agreement or, in the absence of any such term, shall mean, with respect to Participants other than Non-Employee Directors, retirement from active employment with the Company and its Subsidiaries (i) at or after age 55 and with the approval of the Administrator or (ii) at or after age 65. The determination of the Administrator as to an individual’s Retirement shall be conclusive on all parties.
(u) “Stock Appreciation Right” means a right granted pursuant to Section 7 of the Plan that entitles the Participant to receive, in cash or shares of Common Stock or a combination thereof, as determined by the Administrator, value equal to or otherwise based on the excess of (i) the market price of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Administrator on the date of grant.
(v) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company where each of the corporations in the unbroken chain other than the last corporation owns stock possessing at least 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain, and if specifically determined by the Administrator in the context other than with respect to Incentive Stock Options, may include an entity in which the Company has a significant ownership interest or that is directly or indirectly controlled by the Company.
(w) “Termination of Employment” means ceasing to serve as a full-time employee of the Company and its Subsidiaries or, with respect to a Non-Employee Director or other non-employee service provider, ceasing to serve as such for the Company, except that (i) subject to Section 6(c), an approved leave of absence or approved employment on a less than full-time basis may constitute employment as determined by the Administrator, (ii) the Administrator may determine that a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a “Termination of Employment,” (iii) service as a member of the Board of Directors shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee and (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board of Directors. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a Termination of Employment with the Company and its Subsidiaries for purposes of any affected Participant’s Options, and the Administrator’s decision shall be final and binding.
(x) “Total and Permanent Disablement” has the meaning specified by the Administrator in the terms of an Award Agreement or, in the absence of any such term or in the case of an Option intending to qualify as an ISO, the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The determination of the Administrator as to an individual’s Total and Permanent Disablement shall be conclusive on all parties.
3. Eligibility
Any person who is a current or prospective officer or employee (including any director who is also an employee, in his or her capacity as such) of the Company or of any Subsidiary shall be eligible for selection by the Administrator for the grant of Awards hereunder. To the extent provided by Section 5(e), any Non-Employee Director shall be eligible for selection by the Administrator for the grant of Awards hereunder. In addition, to the extent provided by Section 5(d), any service provider who has been retained to provide consulting, advisory or other services to the Company or to any Subsidiary shall be eligible for selection by the Administrator for the grant of Awards hereunder. Options intending to qualify as ISOs may only be granted to employees of the Company or any Subsidiary within the meaning of the Code, as selected by the Administrator. For purposes of this Plan, the Chairman of the Board’s status as an employee shall be determined by the Administrator.
4. Effective Date and Termination of Plan
This Plan was adopted by the Board of Directors of the Company as of April 24, 2012 and became effective (the “Effective Date”) when it was approved by the Company’s stockholders on June 7, 2012. The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board of Directors may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted and then in effect.
5. Shares Subject to the Plan and to Awards
(a) Aggregate Limits. The aggregate number of shares of Common Stock issuable pursuant to all Awards shall not exceed 7,485,918 (5,600,000 new shares plus 1,885,198 shares available to be issued under the 2004 Plan at March 31, 2012, plus any shares subject to outstanding awards under the Prior Plans as of June 7, 2012 that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), up to an aggregate maximum of 11,198,113 shares. Any shares of Common Stock granted as Options or Stock Appreciation Rights shall be counted against, or credited to, this limit as one (1) share for every one (1) share granted. Any shares of Common Stock granted as Awards other than Options or Stock Appreciation Rights shall be counted against, or credited to, this limit as two and one-half (2.5) shares for every one (1) share granted. The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to outstanding Awards shall be subject to adjustment as provided in Section 12. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.
(b) Issuance of Shares. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares actually issued upon exercise or settlement of an Award and shall not include shares subject to Awards that have been canceled, expired or forfeited. Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under Awards if such shares are: (i) shares that were subject to a stock-settled Stock Appreciation Right or Stock Option and that were not issued upon the net settlement or net exercise of such Stock Appreciation Right or Stock Option, or (ii) shares delivered to or retained by the Company to pay the exercise price or withholding taxes related to an Award.
(c) Tax Code Limits. The aggregate number of shares of Common Stock subject to Options and Stock Appreciation Rights granted under this Plan during any calendar year to any one Participant shall not exceed 500,000, and the aggregate number of shares of Common Stock issued or issuable under all Awards granted under this Plan other than Options or Stock Appreciation Rights during any calendar year to any one Participant shall not exceed 200,000, which numbers shall be calculated and adjusted pursuant to Section 12 only to the extent that such calculation or adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m). The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of ISOs granted under this Plan shall not exceed 4,000,000, which number shall be calculated and adjusted pursuant to Section 12 only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an ISO under Code Section 422. The maximum amount payable pursuant to that portion of an Incentive Bonus granted under this Plan for any calendar year to any Participant that is intended to satisfy the requirements for “performance based compensation” under Code Section 162(m) shall not exceed four million dollars ($4,000,000).
(d) Awards to Non-Employee Service Providers. The aggregate number of shares of Common Stock issued under this Plan pursuant to all Awards granted to non-employee service providers shall not exceed 100,000.
(e) Director Awards. The aggregate number of shares of Common Stock subject to Options and Stock Appreciation Rights granted under this Plan during any calendar year to any one Non-Employee Director shall not exceed 50,000, and the aggregate number of shares of Common Stock issued or issuable under all Awards granted under this Plan other than Options or Stock Appreciation Rights during any calendar year to any one Non-Employee Director shall not exceed 20,000; provided, however, that in the calendar year in which a Non-Employee Director first joins the Board of Directors, the maximum number of shares subject to Awards granted to the Participant may be up to two hundred percent (200%) of the number of shares set forth in the foregoing limits.
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6. Options
(a) Option Awards. Options may be granted at any time and from time to time prior to the termination of the Plan, to Participants selected by the Administrator. No Participant shall have any rights as a stockholder with respect to any shares of stock subject to Option hereunder until said shares have been issued. Each Option shall be evidenced by an Award Agreement. Options granted pursuant to the Plan need not be identical but each Option must contain and be subject to the terms and conditions set forth below.
(b) Price. The purchase price under each Option shall be established by the Administrator, provided that in no event will the purchase price be less than the market price of the Common Stock on the date of grant, except for Options that the Participant pays for or as to which the Participant foregoes other compensation equal in value to the amount of such discount. The purchase price of any Option may be paid in Common Stock, cash or a combination thereof, as determined by the Administrator, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an Option, the delivery of previously owned Common Stock and withholding of Common Stock deliverable upon exercise.
(c) No Repricing. Other than in connection with a change in the Company’s capitalization (as described in Section 12) the exercise price of an Option may not be reduced without stockholder approval. Such prohibited repricing includes canceling, substituting, or exchanging outstanding options in exchange for cash, other awards, or options with an exercise price that is less than the exercise price of the original options, unless approved by shareholders.
(d) Duration and Exercise or Termination of Option. The Administrator shall have the right to make the timing of the ability to exercise any Option subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator, provided that in no event shall any Option become exercisable sooner than one (1) year after the date of grant except in the event of the Participant’s death, Total and Permanent Disablement or, Retirement or, a change of control (as defined in the applicable Award Agreement). Unless the Administrator provides otherwise Options shall become exercisable 25 percent per year beginning one (1) year after the date of the grant. Unless provided otherwise in the applicable Award Agreement, the vesting period and/or exercisability of an Option shall be adjusted by the Administrator during or to reflect the effects of any period during which the Participant is on an approved leave of absence or is employed on a less than full-time basis. Each Option shall expire within a period of not more than seven (7) years from the date of grant.
(e) Termination of Employment: Unless an Option earlier expires upon the expiration date established pursuant to Section 6(d), upon the termination of the Participant’s employment, his or her rights to exercise an Option then held shall be only as follows, unless the Administrator specifies otherwise:
(1) Death. Upon the death of a Participant while in the employ of the Company or any Subsidiary or while serving as a member of the Board of Directors, all of the Participant’s Options then held shall be exercisable by his or her estate, heir or beneficiary at any time during the twelve (12) months next succeeding the date of death. Any and all of the deceased Participant’s Options that are not exercised during the twelve (12) months next succeeding the date of death shall be automatically canceled and forfeited as of the end of such twelve (12) month period.
If a Participant should die within thirty (30) days of his or her Termination of Employment with the Company and its Subsidiaries, an Option shall be exercisable by his or her estate, heir or beneficiary at any time during the twelve (12) months succeeding the date of such Termination of employment, but only to the extent of the number of shares as to which such Option was exercisable as of the date of such Termination of Employment. Any and all of the deceased Participant’s Options that are not exercised during the twelve (12) months succeeding the date of termination shall be automatically canceled and forfeited as of the end of such twelve (12) month period. A Participant’s estate shall mean his or her legal representative or other person who so acquires the right to exercise the Option by bequest or inheritance or by reason of the death of the Participant.
(2) Total and Permanent Disablement. Upon Termination of Employment as a result of the Total and Permanent Disablement of any Participant, all of the Participant’s Options then held shall be exercisable for a period of twelve (12) months after termination. Any and all Options that are not exercised during the twelve (12) months succeeding the date of termination shall be automatically canceled and forfeited as of the end of such twelve (12) month period.
(3) Retirement. Upon Retirement of a Participant, the Participant’s Options then held shall be exercisable for a period of twelve (12) months after Retirement. The number of shares with respect to which the Options shall be exercisable shall equal the total number of shares that were exercisable under the Participant’s Option on the date of his or her Retirement. Any and all Options that are unexercised during the twelve (12) months succeeding the date of termination shall be automatically canceled and forfeited as of the end of such twelve (12) month period.
(4) Other Reasons. Upon the date of a Termination of Employment for any reason other than those stated above in Sections 6(e)(1)-(3) or as described in Section 15, (A) any Option that is unexercisable as of such Termination of Employment shall remain unexercisable and shall be automatically canceled and forfeited as of such date, and (B) any Option that is exercisable as of such termination date shall expire the earlier of (i) ninety (90) days following such date or (ii) the expiration date of such Option.
(f) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 6, in the case of the grant of an Option intending to qualify as an ISO: (i) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the purchase price of such Option must be at least 110 percent of the fair market value of the Common Stock on the date of grant and the Option must expire within a period of not more than five (5) years from the date of grant and (ii) Termination of Employment will occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 6 to the contrary, Options designated as ISOs shall not be eligible for treatment under the Code as ISOs to the extent that either (x) the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, and (y) such Options otherwise remain exercisable but are not exercised within three (3) months of Termination of Employment (or such other period of time provided in Section 422 of the Code).
(g) Other Terms and Conditions. Options may also contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Administrator shall deem appropriate.
7. Stock Appreciation Rights
Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of other Awards granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may, but need not, relate to a specific Option granted under Section 6. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. All Stock Appreciation Rights under the Plan shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 6; provided, however, that Stock Appreciation Rights granted in tandem with a previously granted Option shall have the terms and conditions of such Option. Subject to the provisions of Section 6, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in shares of Common Stock, cash or combination thereof, as determined by the Administrator. Other than in connection with a change in the Company’s capitalization (as described in Section 12) the exercise price of a Stock Appreciation Rights may not be reduced without stockholder approval. Such prohibited repricing includes canceling, substituting, or exchanging outstanding stock appreciation rights in exchange for cash, other awards, or stock appreciation rights with an exercise price that is less than the exercise price of the original stock appreciation rights, unless approved by shareholders.
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8. Restricted Stock and Restricted Stock Units
(a) Restricted Stock and Restricted Stock Unit Awards. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to the termination of the Plan to Participants selected by the Administrator. Restricted Stock is an award or issuance of shares of Common Stock the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Administrator deems appropriate. Restricted Stock Units are Awards denominated in units of Common Stock under which the issuance of shares of Common Stock is subject to such conditions (including continued employment or performance conditions) and terms as the Administrator deems appropriate. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Unless determined otherwise by the Administrator, each Restricted Stock Unit will be equal to one share of Common Stock and will entitle a Participant to either shares of Common Stock or an amount of cash determined with reference to the value of shares of Common Stock. To the extent determined by the Administrator, Restricted Stock and Restricted Stock Units may be satisfied or settled in Common Stock, cash or a combination thereof. Restricted Stock and Restricted Stock Units granted pursuant to the Plan need not be identical but each grant of Restricted Stock and Restricted Stock Units must contain and be subject to the terms and conditions set forth below.
(b) Contents of Agreement. Each Award Agreement shall contain provisions regarding (i) the number of shares of Common Stock or Restricted Stock Units subject to such Award or a formula for determining such number, (ii) the purchase price of the shares, if any, and the means of payment, (iii) the performance criteria, if any, and level of achievement versus these criteria that shall determine the number of shares or units granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the shares or units as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the shares or units and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. Shares of Common Stock issued under a Restricted Stock Award may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Administrator may provide.
(c) Sales Price. Subject to the requirements of applicable law, the Administrator shall determine the price, if any, at which Awards of Restricted Stock or Restricted Stock Units, or shares of Common Stock issuable under Restricted Stock Unit Awards, shall be sold or awarded to a Participant, which may vary from time to time and among Participants and which may be below the market price of such shares at the date of grant.
(d) Vesting. The grant, issuance, retention, vesting and/or settlement of shares of Restricted Stock and Restricted Stock Units shall occur at such time and in such installments as determined by the Administrator or under criteria established by the Administrator. The Administrator shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of shares of Restricted Stock and under Restricted Stock Units subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Administrator; provided that in no event shall the grant, issuance, retention, vesting and/or settlement of shares under Restricted Stock or Restricted Stock Unit Awards that is based on performance criteria and level of achievement versus such criteria be subject to a performance period of less than one year and no condition that is based upon continued employment or the passage of time shall provide for vesting or settlement in full of a Restricted Stock or Stock Unit Award over a period of less than three years from the date the Award is made, in each case except in the event of death, Total and Permanent Disablement or Retirement or a change of control (as defined in the applicable Award Agreement) as specified in the agreement evidencing such Award. Notwithstanding anything to the contrary herein, the performance criteria for any Restricted Stock or Restricted Stock Unit that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Administrator and specified at the time the Restricted Stock or Restricted Stock Unit is granted.
(e) Discretionary Adjustments and Limits. Subject to the limits imposed under Code Section 162(m) for Awards that are intended to qualify as “performance based compensation,” notwithstanding the satisfaction of any performance goals, the number of shares of Common Stock granted, issued, retainable and/or vested under an Award of Restricted Stock or Restricted Stock Units on account of either financial performance or personal performance evaluations may be reduced by the Administrator on the basis of such further considerations as the Administrator shall determine.
(f) Voting Rights. Unless otherwise determined by the Administrator, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares during the period of restriction. Participants shall have no voting rights with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares are reflected as issued and outstanding shares on the Company’s stock ledger.
(g) Dividends and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares, unless determined otherwise by the Administrator. Any such dividends or distributions will be subject to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed. Shares underlying Restricted Stock Units shall be entitled to dividends or dividend equivalents only to the extent provided by the Administrator.
9. Deferred Stock Units
The Administrator may establish rules for the deferred delivery of Common Stock upon exercise of an Option or Stock Appreciation Right and upon settlement, vesting or other events with respect to Restricted Stock or Restricted Stock Units, or in payment or satisfaction of an Incentive Bonus or of any other compensation arrangement maintained by the Company or a Subsidiary, in each case with the deferral evidenced by use of “Stock Units” equal in number to the number of shares of Common Stock whose delivery is so deferred or to the value of the amount being so deferred. A “Stock Unit” is a bookkeeping entry representing an amount equivalent to the fair market value of one share of Common Stock. Unless the Administrator specifies otherwise, Stock Units represent an unfunded and unsecured obligation of the Company. Settlement of Stock Units upon expiration of the deferral period shall be made in Common Stock, cash or a combination thereof, as determined by the Administrator. The amount of Common Stock, or other settlement medium, to be so distributed may be increased by dividend equivalents. Unless determined otherwise by the Administrator, during the deferral period a Participant will not have any rights as a stockholder of the Company, including, without limitation, voting rights and the right to receive dividends or distributions. Until a Stock Unit is so settled, the number of shares of Common Stock represented by a Stock Unit shall be subject to adjustment pursuant to Section 12. Any Stock Units that are settled after the holder’s death shall be distributed to the holder’s designated beneficiary(ies) or, if none was designated, the holder’s estate.
10. Incentive Bonuses
(a) General. Each Incentive Bonus Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year.
(b) Incentive Bonus Document. Each Award Agreement evidencing an Incentive Bonus shall contain provisions regarding (i) the target and maximum amount payable to the Participant as an Incentive Bonus, (ii) the performance criteria and level of achievement versus these criteria that shall determine the amount of such payment, (iii) the term of the performance period as to which performance shall be measured for determining the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture provisions and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.
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(c) Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria that shall determine the target and maximum amount payable under an Incentive Bonus, which criteria may be based on financial performance and/or personal performance evaluations. The Administrator may specify the percentage of the target Incentive Bonus that is intended to satisfy the requirements for “performance-based compensation” under Code Section 162(m). Notwithstanding anything to the contrary herein, the performance criteria for any portion of an Incentive Bonus that is intended by the Administrator to satisfy the requirements for “performance-based compensation” under Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria (as defined in Section 13(b)) selected by the Administrator and specified at the time the Incentive Bonus is granted. The Administrator shall certify the extent to which any Qualifying Performance Criteria has been satisfied, and the amount payable as a result thereof, prior to payment of any Incentive Bonus that is intended to satisfy the requirements for “performance-based compensation” under Code Section 162(m).
(d) Timing and Form of Payment. The Administrator shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in shares of Common Stock, as determined by the Administrator. The Administrator may provide for or, subject to such terms and conditions as the Administrator may specify, may permit a Participant to elect for the payment of any Incentive Bonus to be deferred to a specified date or event.
(e) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Bonus on account of either financial performance or personal performance evaluations may be reduced by the Administrator on the basis of such further considerations as the Administrator shall determine.
11. Conditions and Restrictions Upon Securities Subject to Awards
The Administrator may provide that the shares of Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Administrator in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the shares issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including without limitation (i) restrictions under an insider trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
12. Adjustment of and Changes in the Stock
In the event that the number of shares of Common Stock of the Company shall be increased or decreased through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), or otherwise in an equity restructuring transaction, as that term is defined in ASC 718, then each share of Common Stock of the Company which has been authorized for issuance under the Plan, whether such share is then currently subject to or may become subject to an Award under the Plan, as well as the per share limits set forth in Section 5 of this Plan, shall be proportionately adjusted by the Administrator to reflect such increase or decrease, unless the Company provides otherwise under the terms of such transaction. The terms of any outstanding Award also shall be equitably adjusted by the Administrator as to price, number of shares of Common Stock subject to such Award and other terms to reflect the foregoing events.
In the event there shall be any other change in the number or kind of outstanding shares of Common Stock of the Company, or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, whether by reason of a change of control, other merger, consolidation or otherwise in circumstances that do not involve an equity restructuring transaction, as that term is defined in ASC 718, then the Administrator shall, in its sole discretion, determine the appropriate adjustment, if any, to be effected. In addition, in the event of such change described in this paragraph, the Administrator may accelerate the time or times at which any Award may be exercised and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Administrator in its sole discretion. Notwithstanding anything to the contrary herein, any adjustment to Options granted pursuant to this Plan intended to qualify as ISOs shall comply with the requirements, provisions and restrictions of the Code unless otherwise determined by the Administrator.
No right to purchase fractional shares shall result from any adjustment in Awards pursuant to this Section 12. In case of any such adjustment, the shares subject to the Award shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each Participant, which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.
13. Qualifying Performance-Based Compensation
(a) General. The Administrator may establish performance criteria and level of achievement versus such criteria that shall determine the number of shares of Common Stock to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award, which criteria may be based on Qualifying Performance Criteria or other standards of financial performance and/or personal performance evaluations. In addition, the Administrator may specify a percentage of an Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, provided that the performance criteria for any portion of an Award that is intended by the Administrator to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Administrator and specified at the time the Award is granted. The Administrator shall certify the extent to which any Qualifying Performance Criteria has been satisfied and the amount payable as a result thereof, prior to payment, settlement or vesting of any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding satisfaction of any performance goals, the number of shares issued under or the amount paid under an award may, to the extent specified in the Award Agreement, be reduced by the Administrator on the basis of such further considerations as the Administrator in its sole discretion shall determine.
(b) Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator: (i) cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v) total stockholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on assets or net assets, (viii) market capitalization, (ix) economic value added, (x) debt leverage (debt to capital), (xi) revenue, (xii) income or net income, (xiii) operating income, (xiv) operating profit or net operating profit, (xv) operating margin or profit margin, (xvi) return on operating revenue, (xvii) cash from operations, (xviii) operating ratio, (xix) operating revenue, (xx) customer service, (xxi) contract value, or (xxii) client renewal rate. To the extent consistent with Section 162(m) of the Code, the Administrator may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary, unusual or non-recurring items as described in Accounting Standards Codification 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Forms 10-K or 10-Q for the applicable year (including any objectively determinable legal, integration, or deal-related costs in connection therewith). The Administrator may include (or exclude) specific items into (or from) the components of a performance criteria so long as such adjustments are specified in writing at the time of grant of the Award.
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14. Transferability
Unless the Administrator specifies otherwise, each Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime.
15. Suspension or Termination of Awards
Except as otherwise provided by the Administrator, if at any time (including after a notice of exercise has been delivered or an award has vested) the Chief Executive Officer or any other person designated by the Administrator (each such person, an “Authorized Officer”) reasonably believes that a Participant may have committed an Act of Misconduct as described in this Section 15, the Authorized Officer, Administrator or Board of Directors may suspend the Participant’s rights to exercise any Option, to vest in an Award, and/or to receive payment for or receive shares of Common Stock in settlement of an Award pending a determination of whether an Act of Misconduct has been committed.
If the Administrator or an Authorized Officer determines a Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any Subsidiary, breach of fiduciary duty or deliberate disregard of the Company or Subsidiary rules resulting in loss, damage or injury to the Company or any Subsidiary, or if a Participant makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary, or induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency relationship (any of the foregoing acts, an “act of misconduct”), then except as otherwise provided by the Administrator, (i) neither the Participant nor his or her estate nor transferee shall be entitled to exercise any Option whatsoever, vest in or have the restrictions on an Award lapse, or otherwise receive payment of an Award, (ii) the Participant will forfeit all outstanding Awards and (iii) the Participant may be required, at the Administrator’s sole discretion, to return and/or repay to the Company any then unvested shares of Common Stock previously issued under the Plan. In making such determination, the Administrator or an Authorized Officer shall give the Participant an opportunity to appear and present evidence on his or her behalf at a hearing before the Administrator or an opportunity to submit written comments, documents, information and arguments to be considered by the Administrator. Any dispute by a Participant or other person as to the determination of the Administrator shall be resolved pursuant to Section 23 of the Plan.
16. Compliance with Laws and Regulations
This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue or deliver shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver any shares prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Administrator shall determine to be necessary or advisable. To the extent the Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. No Stock Option shall be exercisable and no shares shall be issued and/or transferable under any other Award unless a registration statement with respect to the shares underlying such Stock Option is effective and current or the Company has determined that such registration is unnecessary.
In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Administrator may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Administrator may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.
17. Withholding
To the extent required by applicable federal, state, local or foreign law, a Participant shall be required to satisfy, in a manner satisfactory to the Company, any withholding tax obligations that arise by reason of an Option exercise, disposition of shares issued under an ISO, the vesting of or settlement of deferred units under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue shares of Common Stock, make any payment or to recognize the transfer or disposition of shares until such obligations are satisfied. The Administrator may permit these obligations to be satisfied by having the Company withhold a portion of the shares of Common Stock that otherwise would be issued to him or her upon exercise of the Option or the vesting or settlement of an Award, or by tendering shares previously acquired.
18. Administration of the Plan
(a) Administrator of the Plan. The Plan shall be administered by the Administrator who shall be the Compensation Committee of the Board of Directors or, in the absence of a Compensation Committee, the Board of Directors itself. Any power of the Administrator may also be exercised by the Board of Directors, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 or cause an Award designated as a Performance Award not to qualify for treatment as performance-based compensation under Code Section 162(m). To the extent that any permitted action taken by the Board conflicts with action taken by the Administrator, the Board action shall control. The Compensation Committee may by resolution authorize one or more officers of the Company to perform any or all things that the Administrator is authorized and empowered to do or perform under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as the Administrator; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of Awards (if any) such officer or officers may award pursuant to such delegated authority, and any such Award shall be subject to the form of Option agreement theretofore approved by the Compensation Committee. No such officer shall designate himself or herself or any Non-Employee Director as a recipient of any Awards granted under authority delegated to such officer. In addition, the Compensation Committee may delegate any or all aspects of the day- to-day administration of the Plan to one or more officers or employees of the Company or any Subsidiary, and/or to one or more agents.
(b) Powers of Administrator. Subject to the express provisions of this Plan, the Administrator shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which persons are Participants, to which of such Participants, if any, Awards shall be granted hereunder and the timing of any such Awards, and to grant Awards; (iii) to grant Awards to Participants and determine the terms and conditions thereof, including the number of shares subject to Awards and the exercise or purchase price of such shares and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events (including events which the Board or the Administrator determine constitute a Change of Control), or other factors; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of the agreements or other documents evidencing Awards made under this Plan (which need not be identical) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; (vi) to establish the terms of adjustments pursuant to Section 12; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan.
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(c) Determinations by the Administrator. All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
(d) Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Administrator so directs, be implemented by the Company issuing any subject shares to the Subsidiary, for such lawful consideration as the Administrator may determine, upon the condition or understanding that the Subsidiary will transfer the shares to the Participant in accordance with the terms of the Award specified by the Administrator pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Administrator shall determine.
19. Amendment of the Plan or Awards
The Board may amend, alter or discontinue this Plan and the Administrator may amend, or alter any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions of Section 12, no such amendment shall, without the approval of the stockholders of the Company:
| a. | increase the maximum number of shares for which Awards may be granted under this Plan; |
| b. | reduce the price at which Options may be granted below the price provided for in Section 6(a); |
| c. | reduce the exercise price of outstanding Options; |
| d. | extend the term of this Plan; |
| e. | change the class of persons eligible to be Participants; |
| f. | otherwise amend the Plan in any manner requiring stockholder approval by law or under the NYSE listing requirements; or |
| g. | increase the individual maximum limits in Sections 5(c) and 5(d). |
No amendment or alteration to the Plan or an Award or Award Agreement shall be made which would impair the rights of the holder of an Award, without such holder’s consent, provided that no such consent shall be required if the Administrator determines in its sole discretion and prior to the date of any change of control (as defined in the applicable Award Agreement) that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard.
20. No Liability of Company
The Company and any Subsidiary or affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant or any other person as to: (i) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted hereunder.
21. Non Exclusivity of Plan
Neither the adoption of this Plan by the Board of Directors nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors or the Administrator to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
22. Governing Law
This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the Delaware and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.
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23. Arbitration of Disputes
In the event a Participant or other holder of an Award or person claiming a right under an Award or the Plan believes that a decision by the Administrator with respect to such person or Award was arbitrary or capricious, the person may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Participant or other Award holder has proven that the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision. Participants, Award holders and persons claiming rights under an Award or the Plan explicitly waive any right to judicial review.
Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision by the Administrator. The arbitrator shall be selected by those members of the Board of Directors who are neither members of the Compensation Committee of the Board of Directors nor employees of the Company or any Subsidiary. If there are no such members of the Board of Directors, the arbitrator shall be selected by the Board of Directors. The arbitrator shall be an individual who is an attorney licensed to practice law in the District of Columbia, Commonwealth of Virginia or State of Delaware. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. Each side shall bear its own fees and expenses, including its own attorney’s fees, and each side shall bear one half of the arbitrator’s fees and expenses. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction.
24. No Right to Employment, Reelection or Continued Service
Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its affiliates to terminate any Participant’s employment, service on the Board or service for the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its affiliates, accordingly, subject to Sections 4 and 19, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board of Directors without giving rise to any liability on the part of the Company, its Subsidiaries and/or its affiliates.
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Exhibit 10.29
THE CORPORATE EXECUTIVE BOARD COMPANY
STANDARD TERMS AND CONDITIONS FOR NON-QUALIFIED STOCK OPTIONS, STOCK APPRECIATION RIGHTS & RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to any non-qualified stock option, stock appreciation right, or restricted stock units granted after August 8, 2012 under The Corporate Executive Board Company 2012 Stock Incentive Plan (as amended) (the “Plan”) which are evidenced by a Term Sheet or an action of the Administrator that specifically refers to these Standard Terms and Conditions.
1. GRANT
THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (the “Company”), has granted to the individual named in the Term Sheet (the “Grantee”), which was provided to said Grantee herewith (the “Term Sheet”) the following:
1. a non-qualified stock option or stock appreciation right (hereafter referred to as the “Option”) to purchase up to the number of shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth in Term Sheet, at the purchase price per share and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions, and the Plan, each as amended from time to time; and/or
2. an award of a number of restricted stock units (the “Award”) as specified in the Term Sheet representing the right to receive one share of the Company’s Common Stock, $0.01 par value per share, upon the terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions, and the Plan, each as amended from time to time.
2. CAPITALIZED TERMS
For purposes of these Standard Terms and Conditions and the Term Sheet, any reference to the Company shall include a reference to any Subsidiary (as such term is defined in the Plan) and a “Termination of Employment” shall have the meaning given to such term in Section 2(w) of the Plan. In addition, any other capitalized term not otherwise defined herein shall have the meaning given to such term in the Plan.
3. TERMS AND CONDITIONS APPLICABLE TO NON-QUALIFIED STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
3.1. Non-Qualified Status. The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.
3.2. Exercise. The Option shall not be exercisable as of the Grant Date set forth in the Term Sheet. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable to the extent it becomes vested, as described in the Term Sheet, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet provided that (except as set forth in Section 3.3 below) Grantee does not experience a Termination of Employment prior to the applicable vesting date. The vesting period and/or exercisability of an Option may be adjusted by the Administrator to reflect the effects of any period during which the Grantee is on an approved leave of absence or is employed or providing services on a less than full time basis, provided that no such adjustment may be made which would result in an accounting charge to the Company.
To exercise the Option (or any part thereof), Grantee shall deliver a “Notice of Exercise” to the Company specifying the number of whole shares of Common Stock Grantee wishes to purchase and how Grantee’s shares of Common Stock should be registered (in Grantee’s name only or in Grantee’s and Grantee’s spouse’s names as community property or as joint tenants with right of survivorship).
The exercise price (the “Exercise Price”) of the Option is set forth in the Term Sheet. The Company shall not be obligated to issue any shares of Common Stock until Grantee shall have paid the total Exercise Price for that number of shares of Common Stock. Unless the Administrator permits or requires the Grantee to pay the Exercise Price in such other form(s) of consideration as the Administrator in its discretion shall specify pursuant to the Plan, the Exercise Price shall be paid by the Company withholding from the shares of Common Stock otherwise issuable to the Grantee upon the exercise of the Option (or portion thereof) the whole number of shares (rounded up) having a fair market value on the date of exercise sufficient to satisfy the Exercise Price. If the withheld shares are not sufficient to pay the Exercise Price, the Grantee shall pay to the Company on the date of exercise any amount of the Exercise Price that is not satisfied by the withholding of shares of Common Stock described above and if the withheld shares are more than sufficient to satisfy the Exercise Price the Company shall make such arrangement as it determines appropriate to credit such amount for the Grantee’s benefit.
Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.
3.3. Expiration of the Option. Except as provided in this Section 3.3, the Option shall expire and cease to be exercisable as of the Expiration Date set forth in the Term Sheet.
1. Upon the Grantee’s Termination of Employment due to the death of the Grantee, (i) any part of the Option that is unexercisable as of such Termination of Employment shall immediately become exercisable and (ii) the unexercised portion of the Option shall be exercisable by the Grantee’s estate, heir or beneficiary at any time during the period ending on the earlier of the first anniversary of such Termination of Employment and the Expiration Date of the Option at which point the unexercised portion of the Option shall expire.
2. Upon the Grantee’s Termination of Employment as a result of the Total and Permanent Disablement (as defined in the Plan) of the Grantee, (i) any part of the Option that is unexercisable as of such Termination of Employment shall immediately become exercisable and (ii) the unexercised portion of the Option shall be exercisable by the Grantee at any time during the period ending on the earlier of the first anniversary of such Termination of Employment and the Expiration Date of the Option at which point the unexercised portion of the Option shall expire.
3. Upon the Grantee’s Termination of Employment due to Retirement (as defined in the Plan), (i) any part of the Option that is unexercisable as of such Termination of Employment shall immediately become exercisable and (ii) the unexercised portion of the Option shall be exercisable by the Grantee at any time during the period ending on the earlier of the first anniversary of such Termination of Employment and the Expiration Date of the Option at which point the unexercised portion of the Option shall expire.
4. Upon Grantee’s Termination of Employment for any reason other than as described in sub-clauses 1 through 3 above and except as otherwise provided sub-clause 5 below, (i) any part of the Option that is unexercisable as of such Termination of Employment shall remain unexercisable and shall terminate as of such Termination of Employment and (ii) any part of the Option that is exercisable as of such Termination of Employment shall expire on the earlier of ninety (90) days following such Termination of Employment or the Expiration Date of the Option.
5. If, within one year after a Change of Control (as defined in Section 16 hereof), the Grantee incurs a Termination of Employment for any reason other than for Cause (as defined in Section 16 hereof) or voluntary resignation by the Grantee, the unexercised portion of the Option shall be exercisable by the Grantee in its entirety upon the date of such Termination of Employment until the period ending on the earlier of the first anniversary of such Termination of Employment and the Expiration Date of the Option, at which point the unexercised portion of the Option shall expire.
The Option shall become exercisable in its entirety one year after a Change of Control if the Grantee is employed by or providing services to the Company at such time until the period ending on the expiration of the Option.
3.4. Restrictions on Resales of Option Shares. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Grantee or other subsequent transfers by the Grantee of any shares of Common Stock issued as a result of the exercise of the Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other option holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
3.5. Income Taxes. Grantee will be subject to federal and state income and other tax withholding requirements on the date (generally, the date of exercise) determined by applicable law (any such date, the “Taxable Date”), based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Grantee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Grantee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion.
By accepting the Option, the Grantee agrees that, unless and to the extent the Grantee has otherwise satisfied the Tax Withholding Obligations in a manner permitted or required by the Administrator pursuant to the Plan, the Company is authorized to withhold from the shares of Common Stock issuable to the Grantee in respect of the vested Option the whole number of shares (rounding up) having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Grantee’s Tax Withholding Obligation, the Grantee agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above and if the withheld shares are more than sufficient to satisfy the Grantee’s Tax Withholding Obligation the Company shall make such arrangement as it determines appropriate to credit such amount for the Grantee’s benefit.
At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., a settlement date), the Grantee may elect to satisfy all or any part of the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient (in light of the uncertainty of the exact amount thereof) to so satisfy the Tax Withholding Obligation by (i) wire transfer to such account as the Company may direct, (ii) delivery of a certified check payable to the Company, or (iii) such other means as specified from time to time by the Administrator, in each case unless the Company has specified prior to such date that the Grantee is not permitted to so satisfy the Tax Withholding Obligation.
The Company may refuse to issue any shares of Common Stock to the Grantee until the Grantee satisfies the Tax Withholding Obligation. The Grantee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Grantee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.
The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 3.5 with respect to any Tax Withholding Obligation that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Grantee’s tax liability.
4. TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK UNITS
4.1. Vesting of Restricted Stock Units. The Award shall not be vested as of the Grant Date set forth in the Term Sheet and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Term Sheet and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Term Sheet with respect to that number of restricted stock units as set forth in the Term Sheet; provided that (except as set forth in Section 4.4 below) the Grantee does not experience a Termination of Employment prior to the applicable vesting date. Each date on which restricted stock units subject to the Award vest is referred to herein as a “Vesting Date.” Notwithstanding anything herein or in the Term Sheet to the contrary, if a Vesting Date is not a business day, the applicable portion of the Award shall vest on the next following business day. Restricted stock units granted under the Award that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Restricted stock units granted under the Award that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”
The vesting period of an Award may be adjusted by the Administrator to reflect the decreased level of employment or service during any period in which the Grantee is on an approved leave of absence or is employed or providing services on a less than full time basis, provided that the Administrator may take into consideration any accounting consequences to the Company in making any such adjustment.
4.2. Settlement of Restricted Stock Units. Each Vested Unit will be settled by the delivery of one share of Common Stock (subject to adjustment under Section 12 of the Plan) to the Grantee or, in the event of the Grantee’s death, to the Grantee’s estate, heir or beneficiary, within 60 days following the applicable Vesting Date. The issuance of the shares of Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on the Grantee’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. Fractional shares will not be issued pursuant to the Award.
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Notwithstanding the above, (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance of shares of Common Stock in respect of Vested Units, (ii) the Company shall not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue shares of Common Stock hereunder subject to any restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements, (iv) the date on which shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters, and (v) shares shall not be issued or issuable pursuant to this provision to the extent of any deferral pursuant to a deferred compensation program that the Company has made available for purposes of allowing deferral of such shares; provided that, in the case of clauses (i)—(iv), in no event shall the date of delivery be later than the last date on which settlement may take place without converting this Award into “non-qualified compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.
4.3. Rights as Stockholder. Prior to any issuance of shares of Common Stock in settlement of the Award, no shares of Common Stock will be reserved or earmarked for the Grantee or the Grantee’s account nor shall the Grantee have any of the rights of a stockholder with respect to such shares. The Grantee will not be entitled to any privileges of ownership of the shares of Common Stock (including, without limitation, any voting or dividend rights) underlying Vested Units and/or Unvested Units unless and until shares of Common Stock are actually delivered to the Grantee hereunder.
4.4. Termination of Employment. Except as provided in this Section 4.4, all Unvested Units shall be forfeited by the Grantee and cancelled and surrendered to the Company without payment of any consideration to the Grantee upon the date of the Grantee’s Termination of Employment for any reason.
1. Upon the Grantee’s Termination of Employment as a result of the death of the Grantee, the Award shall be deemed to have become fully vested immediately prior to such Termination of Employment.
2. Upon the Grantee’s Termination of Employment as a result of the Total and Permanent Disablement (as defined in the Plan) of the Grantee, the Award shall be deemed to have become fully vested immediately prior to such Termination of Employment.
3. Upon the Grantee’s Termination of Employment as a result of the Grantee’s Retirement (as defined in the Plan), the Award shall be deemed to have become fully vested immediately prior to such Termination of Employment.
4. If, within one year after a Change in Control (as defined in Section 16 hereof), the Grantee incurs a Termination of Employment for any reason other than for Cause (as defined in Section 16 hereof) or voluntary resignation by the Grantee, the Award shall be deemed to have become fully vested immediately prior to such Termination of Employment.
4.5. Restrictions on Resales of Shares. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any shares of Common Stock issued in respect of Vested Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other holders and (c) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers.
4.6. Income Taxes. The Grantee will be subject to federal and state income and other tax withholding requirements on a date (generally, the Vesting Date) determined by applicable law (any such date, the “Taxable Date”), based on the fair market value of the shares of Common Stock underlying the Vested Units that vest. The Grantee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the Vested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Grantee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion.
By accepting the Award the Grantee agrees that, unless and to the extent the Grantee has otherwise satisfied the Tax Withholding Obligations in a manner permitted or required by the Administrator pursuant to the Plan, the Company is authorized to withhold from the shares of Common Stock issuable to the Grantee in respect of Vested Units the whole number of shares (rounding up) having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Grantee’s Tax Withholding Obligation, the Grantee agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above and if the withheld shares are more than sufficient to satisfy the Grantee’s Tax Withholding Obligation the Company shall make such arrangement as it determines appropriate to credit such amount for the Grantee’s benefit.
At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., a settlement date), the Grantee may elect to satisfy all or any part of the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient (in light of the uncertainty of the exact amount thereof) to so satisfy the Tax Withholding Obligation by (i) wire transfer to such account as the Company may direct, (ii) delivery of a certified check payable to the Company, or (iii) such other means as specified from time to time by the Administrator, in each case unless the Company has specified prior to such date that the Grantee is not permitted to so satisfy the Tax Withholding Obligation.
The Company may refuse to issue any shares of Common Stock to the Grantee until the Grantee satisfies the Tax Withholding Obligation. If the Grantee does not satisfy the Tax Withholding Obligation within the “short term deferral period” of Section 409A of the Code, the Grantee will forfeit the Common Stock. The Grantee acknowledges that the Company has the right to retain without notice from shares issuable under the Award or from salary or other amounts payable to the Grantee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.
The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company takes or any transaction pursuant to this Section 4.6 with respect to any Tax Withholding Obligation that arise in connection with the Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the Award or the subsequent sale of any of the shares of Common Stock underlying Vested Units. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability.
3
5. NON-TRANSFERABILITY OF OPTIONS AND AWARDS
Unless otherwise provided by the Administrator, the Grantee may not assign or transfer the Option or the Award to anyone other than by will or the laws of descent and distribution and the Option and Award shall be exercisable only by the Grantee during his or her lifetime. The Company may cancel the Grantee’s Option or Award if the Grantee attempts to assign or transfer it in a manner inconsistent with this Section 5.
6. THE PLAN AND OTHER AGREEMENTS
In addition to these Terms and Conditions, the Option and Award shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference.
The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Grantee and the Company regarding the Option and Award. Any prior agreements, commitments or negotiations concerning the Option or Award are superseded.
7. LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTIONS OR AWARDS
Neither the Grantee (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Grantee shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions except (i) as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it, or (ii) as to such shares of Common Stock, if any, as shall have been issued to such person in respect of Vested Units.
8. NOT A CONTRACT FOR EMPLOYMENT
Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Grantee any right to continue to be employed by or provide services to the Company nor limit in any way the Company’s right to terminate the Grantee’s employment or service at any time for any reason.
9. NOTICES
All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):
If to the Company to:
The Corporate Executive Board Company
1919 North Lynn Street
Arlington, Virginia 22209
Attention: Chief Administrative Officer
If to the Grantee, to the address set forth below the Grantee’s signature on the Term Sheet.
10. SEPARABILITY
In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
11. HEADINGS
The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.
12. FURTHER ASSURANCES
Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.
13. BINDING EFFECT
These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
14. DISPUTES
All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion in accordance with Sections 22 and 23 of the Plan. In the event the Grantee or other holder of an Option or Award believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Grantee or other holder may request arbitration with respect to such decision in accordance with Section 23 of the Plan. The review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision, and the Grantee and any other holder hereby explicitly waive any right to judicial review.
15. ELECTRONIC DELIVERY
The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request the Grantee’s consent to participate in the Plan by electronic means. By accepting an Option or an Award, the Grantee consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout the Grantee’s term of employment or service with the Company and thereafter until withdrawn in writing by the Grantee.
4
16. DEFINITIONS
For purposes of this Agreement, the terms set forth below shall have the following meanings:
A. “Cause” means (i) the commission of an act of fraud or theft against the Company; (ii) conviction for any felony; (iii) conviction for any misdemeanor involving moral turpitude which might, in the Company’s opinion, cause embarrassment to the Company; (iv) significant violation of any material Company policy; willful or repeated non-performance or substandard performance of material duties which is not cured within thirty (30) days after written notice thereof to the Grantee; or (v) violation of any material state or federal laws, rules or regulations in connection with or during performance of the Grantee’s work which, if such violation is curable, is not cured within thirty (30) days after notice thereof to the Grantee.
B. “Change of Control” means any of the following:
1. the “acquisition” by a “person” or “group” (as those terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder), other than by Permitted Holders, of beneficial ownership (as defined in Exchange Act Rule 13d-3) directly or indirectly, of any securities of the Company or any successor of the Company immediately after which such person or group owns securities representing 50% or more of the combined voting power of the Company or any successor of the Company;
2. within any 12-month period, the individuals who were directors of the Company as of December 31, 2005 (the “Incumbent Directors”) ceasing for any reason other than death or disability to constitute at least a majority of the Board of Directors, provided that any director who was not a director as of December 31, 2005 shall be deemed to be an Incumbent Director if such director was appointed or elected to the Board of Directors by, or on the recommendation or approval of, at least a majority of directors who then qualified as Incumbent Directors, provided further that any director appointed or elected to the Board of Directors to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an Incumbent Director;
3. the consummation of any merger, consolidation or reorganization involving the Company or the issuance of stock by the Company, unless either (A) the stockholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 60% of the combined voting power of the company(ies) resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, or (B) the stockholders of the Company immediately after such merger, consolidation or reorganization include Permitted Holders;
4. the transfer of 50% or more of the assets of the Company or a transfer of assets that during the current or either of the prior two fiscal years accounted for more than 50% of the Company’s revenues or income (for the avoidance of doubt, “assets” for this purpose shall exclude cash, cash equivalents and marketable securities), unless the person to which such transfer is made is either (A) a Subsidiary of the Company, (B) wholly owned by all of the stockholders of the Company, or (C) wholly owned by Permitted Holders; or
5. the complete liquidation or dissolution of the Company.
C. “Permitted Holders” means:
1. the Company,
2. any Subsidiary,
3. any employee benefit plan of the Company or any Subsidiary, and
4. any group which includes or any person who is wholly or partially owned by a majority of the individuals who immediately prior to such acquisition of securities or stockholder approval under Sections A(i), A(iii) or A(iv) are executive officers (as defined in Exchange Act Rule 3b-7) of the Company or any successor of the Company; provided that immediately prior to and for six months following such acquisition of securities or stockholder approval such executive officers of the Company are beneficial owners (as defined in Exchange Act Rule 16a-1(a)(2)) of the common stock of the Company or any successor of the Company; and provided further that such executive officers’ employment is not terminated by the Company or any successor of the Company (other than as a result of death or disability) during the six months following such acquisition of securities or stockholder approval. A Change of Control shall be deemed to have occurred on any date within six months following an acquisition of securities or stockholder approval under Sections A(i), A(iii) or A(iv) on which any of the conditions set forth in this clause (iv) cease to be satisfied.
17. CLAWBACK POLICY (APPLICABLE TO NEOS ONLY)
This section is only applicable to Named Executive Officers (“NEOs”) of the Company (as defined in Item 402(a)(3) of Regulation S-K).
The Grantee hereby acknowledges and agrees that the Grantee has received and read the Company’s “Clawback Policy,” which may be amended by the Company’s Board of Directors at any time and the Grantee hereby irrevocably agrees to the terms thereof, including without limitation, that any Option and/or Award granted under the Plan is subject to such Clawback Policy. In consideration of the grant of an Option and/or Award hereunder, the Grantee agrees to abide by the Company’s Clawback Policy, as amended from time to time, including without limitation, any determinations of the Company’s Board of Directors pursuant to such Clawback Policy.
5
Exhibit 21.1
Subsidiaries of the Registrant
Active subsidiaries of The Corporate Executive Board Company as of December 31, 2012:
| Company Name |
Jurisdiction of Organization | |
| The Corporate Executive Board Company (UK) Ltd. | United Kingdom | |
| Corporate Executive Board India Private Ltd. | India | |
| CEB International Holdings, Inc. | United States | |
| CEB Canada Inc. | Canada | |
| CEB Tower, Inc. | United States | |
| The Tower Group, Inc. | United States | |
| Tower Group Europe Ltd. | United Kingdom | |
| The Corporate Executive Board Spain, S.L. | Spain | |
| The Corporate Executive Board Asia PTE, LTD | Singapore | |
| CEB Holdings UK 1 Limited | United Kingdom | |
| CEB Holdings UK 2 Limited | United Kingdom | |
| CEB Holdings UK 3 Limited | United Kingdom | |
| Corporate Executive Board Luxembourg SARL | Luxembourg | |
| Valtera Corporation | United States | |
| Valtera Netherlands B.V. | Netherlands | |
| Jeanneret & Associates, Inc. | United States | |
| Personnel Research Associates, Inc. | United States | |
| Valtera CZ s.r.o. | Czech Republic | |
| The Corporate Executive Board GmbH | Germany | |
| Personnel Decisions Research Institutes Inc. | United States | |
| SHL Group Holdings 1 Ltd. | United Kingdom | |
| SHL Group Holdings 2 Ltd. | United Kingdom | |
| SHL Group Holdings 3 Ltd. | United Kingdom | |
| SHL Group Holdings 4 Ltd. | United Kingdom | |
| SHL Group Limited | United Kingdom | |
| SHL People Solutions Group Holdings Ltd. | United Kingdom | |
| SHL Product Ltd. | United Kingdom | |
| SHL (UK) Ltd. | United Kingdom | |
| Saville & Holdsworth Group Limited | United Kingdom | |
| Saville & Holdsworth Limited | United Kingdom | |
| Saville & Holdsworth (UK) Limited | United Kingdom | |
| SHL US Inc. | United States | |
| Saville & Holdsworth International B.V. | Netherlands | |
| Savhold B.V. | Netherlands | |
| SHL France SAS | France | |
| SHL Canada Inc. | Canada | |
| SHL Australia PTY LTD | Australia | |
| Saville & Holdsworth Australia Pty Limited | Australia | |
| SHL Italy S.r.l. | Italy | |
| SHL Hong Kong Limited | Hong Kong | |
| SHL New Zealand Limited | New Zealand | |
| SHL Singapore PTE LTD | Singapore | |
| SHL Belgium SA | Belgium | |
| SHL Special Projects SA | Belgium | |
| SHL Nederland B.V. | Netherlands | |
| SHL Saville & Holdsworth Deutschland GmbH | Germany | |
| Saville & Holdsworth (Ireland) Limited | Ireland | |
| SHL Sverige AB | Sweden | |
| SHL Norge AS | Norway | |
| SHL Danmark A/S | Denmark | |
| Saville & Holdsworth (South Africa) (Proprietary) Limited | South Africa | |
| SHL (India) Private Limited | India | |
| SHL AG | Switzerland | |
| SHL China Limited | China | |
| SHL Middle East FZ LLC | United Arab Emirates | |
| PreVisor UK Limited | United Kingdom | |
| PreVisor Holdings Australia Pty Limited | Australia | |
| PreVisor Pty Limited | Australia |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements of The Corporate Executive Board Company of our reports dated March 1, 2013, with respect to the consolidated financial statements and schedule of The Corporate Executive Board Company, and the effectiveness of internal control over financial reporting, included in this Annual Report (Form 10-K) for the year ended December 31, 2012:
Registration Statements on Form S-8:
| Name |
Registration Number | Date Filed | ||||||
| Amended Directors’ Stock Plan |
333-74145 | March 9, 1999 | ||||||
| 1999 Stock Option Plan |
333-74145 | March 9, 1999 | ||||||
| Employee Stock Purchase Plan |
333-39832 | June 22, 2000 | ||||||
| 2001 Stock Option Plan |
333-67238 | August 10, 2001 | ||||||
| 2002 Non-Executive Stock Incentive Plan |
333-103538 | February 28, 2003 | ||||||
| 2004 Stock Incentive Plan |
333-117774 | July 30, 2004 | ||||||
| Deferred Compensation Plan |
333-138685 | November 14, 2006 | ||||||
| 2004 Stock Incentive Plan |
333-150744 | May 8, 2008 | ||||||
| 2012 Stock Incentive Plan |
333-183156 | August 8, 2012 | ||||||
/s/ Ernst & Young LLP
Baltimore, Maryland
March 1, 2013
Exhibit 31.1
CERTIFICATION
I, Thomas L. Monahan III, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The Corporate Executive Board Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 1, 2013
| /s/ Thomas L. Monahan III |
| Thomas L. Monahan III Chairman of the Board of Directors and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Richard S. Lindahl, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The Corporate Executive Board Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 1, 2013
| /s/ Richard S. Lindahl |
| Richard S. Lindahl Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas L. Monahan III, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of The Corporate Executive Board Company for the fiscal year ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Corporate Executive Board Company.
Date: March 1, 2013
| /s/ Thomas L. Monahan III |
| Thomas L. Monahan III Chairman of the Board of Directors and Chief Executive Officer |
I, Richard S. Lindahl, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge the Annual Report on Form 10-K of The Corporate Executive Board Company for the fiscal year ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Corporate Executive Board Company.
Date: March 1, 2013
| /s/ Richard S. Lindahl |
| Richard S. Lindahl Chief Financial Officer |
|
Accounts Payable and Accrued Liabilities (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Dec. 31, 2012
|
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| Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following (in thousands):
|
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|
Discontinued Operations - Additional Information (Detail) (USD $)
|
12 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Sep. 30, 2011
|
Dec. 30, 2011
Toolbox [Member]
|
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
| Sales proceeds from discontinued operations | $ 1,779,000 | $ 2,100,000 | |||
| Carrying value of reporting unit | 5,100,000 | ||||
| Total pre-tax impairment loss recognized | 12,600,000 | ||||
| Pre-tax impairment loss related to goodwill | 9,500,000 | ||||
| Pre-tax impairment loss related to intangible assets | $ 3,100,000 | ||||
| Discount rate related to significant assumptions | 19.00% | ||||
|
Description of Operations - Additional Information (Detail)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
Executives
|
|
| Organization And Nature Of Business [Line Items] | |
| Number of executives | 16,000 |
|
Derivative Instruments and Hedging - Foreign Currency Contracts Outstanding (Detail)
|
Dec. 31, 2012
South African Rand [Member]
ZAR
|
Dec. 31, 2012
Swedish Krona [Member]
SEK
|
Dec. 31, 2012
Hong Kong Dollars [Member]
HKD
|
|---|---|---|---|
| Derivative Instruments Notional Amount [Line Items] | |||
| Foreign Currency (sell) | 17,700,000 | 17,000,000 | 7,100,000 |
| GBP (buy) | 1,277,755 | 1,604,212 | 564,298 |
|
Discontinued Operations - Carrying Amounts of Major Classes of Assets and Liabilities Sold (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 30, 2011
|
|---|---|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
| Accounts receivable | $ 1,060 |
| Other current assets | 46 |
| Property and equipment | 100 |
| Goodwill | 3,449 |
| Intangible assets | 952 |
| Total assets | 5,607 |
| Current liabilities | 471 |
| Net assets sold | $ 5,136 |
|
Segments and Geographic Areas (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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| Schedule of Company's Reportable Segments | Information for the Company’s reportable segments is as follows (in thousands):
|
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| Reconciliation of Total Revenue to Total Adjusted Revenue | The table below reconciles total revenue to total Adjusted revenue (in thousands):
|
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| Reconciliation of Net Income to Adjusted EBITDA | The table below reconciles Net income to Adjusted EBITDA (in thousands):
|
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| Reconciliation of Segment Assets to Total Assets | The following is a reconciliation of segment assets to total assets (in thousands):
|
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| Geographic Information about Revenue and Long-Lived Assets | The Company has revenue and long-lived assets, consisting of property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, in the following geographic areas (in thousands):
|
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|
Discontinued Operations (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Carrying Amounts of Major Classes of Assets and Liabilities Sold | The carrying amounts of the major classes of assets and liabilities sold consisted of (in thousands):
|
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| Components of Discontinued Operations | The components of discontinued operations included in the consolidated statements of operations consisted of (in thousands):
|
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|
Segments and Geographic Areas - Additional Information (Detail)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
Segment
|
|
| Revenues from External Customers and Long-Lived Assets [Line Items] | |
| Number of reportable segment | 2 |
|
Commitments and Contingencies - Additional Information (Detail) (USD $)
|
12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Oct. 31, 2012
Arlington VA [Member]
sqft
|
Dec. 31, 2012
Arlington VA [Member]
sqft
|
Dec. 31, 2012
VATICAN CITY
|
Dec. 31, 2012
SHL [Member]
|
Dec. 31, 2012
Sales [Member]
|
Dec. 31, 2011
Sales [Member]
|
|
| Commitments Contingencies And Guarantees [Line Items] | |||||||||
| Company leases office facilities expiration date | Jan. 31, 2028 | ||||||||
| Office space rented | 108,800 | ||||||||
| Increase in rent expense for 2013 | $ 3,000,000 | ||||||||
| Increase in rent expense, each year through end of lease period | 405,541,000 | 5,000,000 | |||||||
| Non-cancelable lease payment term | 10 years 7 months | ||||||||
| Additional office space rented | 21,760 | ||||||||
| Total lease payments | 637,980,000 | 56,000,000 | |||||||
| Extended lease renewal option | The lease agreement contains a one-time expansion right in 2013 for an additional contiguous floor of 21,760 square feet at the same terms and conditions and a renewal option to extend the lease for an additional four or five year period | ||||||||
| Sublease period | 5 years | ||||||||
| Rent expense, net of sublease income | 24,200,000 | 22,200,000 | 25,200,000 | ||||||
| Total outstanding letters of credit | 8,300,000 | ||||||||
| Amounts drawn on letter of credit agreements | 0 | ||||||||
| Accrued liability relating to certain sales | 5,800,000 | 3,000,000 | |||||||
| Preliminary purchase price allocation for SHL accrued liability relating to certain sales and use taxes | $ 2,600,000 | ||||||||
|
Derivative Instruments and Hedging - Fair Value of Derivative Instruments Designated and Not Designated as Hedging Instruments (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|
|
Prepaid expenses and other current assets [Member] | Designated as Hedging Instrument [Member]
|
||
| Asset Derivatives | ||
| Prepaid expenses and other current assets | $ 111 | $ 34 |
|
Prepaid expenses and other current assets [Member] | Not Designated as Hedging Instrument [Member]
|
||
| Asset Derivatives | ||
| Prepaid expenses and other current assets | 14 | |
|
Accounts payable and accrued liabilities [Member] | Designated as Hedging Instrument [Member]
|
||
| Liability Derivatives | ||
| Accounts payable and accrued liabilities | 334 | |
|
Accounts payable and accrued liabilities [Member] | Not Designated as Hedging Instrument [Member]
|
||
| Liability Derivatives | ||
| Accounts payable and accrued liabilities | $ 9 |
|
Commitments and Contingencies
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Commitments and Contingencies | Note 18. Commitments and Contingencies Operating leases The Company leases office facilities that expire on various dates through 2028. Generally, the leases carry renewal provisions and rental escalations and require the Company to pay executory costs such as taxes and insurance. In May 2010, the Company amended and restated the sublease agreement entered into in June 2009 with a third party to exercise the extension clause contained in the original sublease from October 2021 through January 2028, which terminates with the Company’s existing lease in January 2028. The Company also sublet additional space from November 2011 through January 2028 and from October 2014 through January 2028. The amended and restated sublease also contains an expansion option for additional square footage, which may be exercised at the subtenant’s discretion, from October 2014 through January 2028. The subtenant will be required to pay its pro rata portion of any increases in building operating expenses and real estate taxes. In October 2012, the Company entered into a lease agreement for 108,800 square feet in Arlington, Virginia. The Company expects that these actions will increase its aggregate rent expense by approximately $3.0 million for the year ended December 31, 2013 and by approximately $5.0 million for each year thereafter through the end of the lease period. Total lease payments over the non-cancelable 10 year 7 month term ending on December 31, 2023, including escalations, will be approximately $56.0 million. The lease agreement contains a one-time expansion right in 2013 for an additional contiguous floor of 21,760 square feet at the same terms and conditions and a renewal option to extend the lease for an additional four or five year period. CEB will be required to pay its pro rata portion of any increases in building operating expenses and real estate taxes in excess of the 2013 base year. In November 2012, the Company entered into an agreement to extend a current sublease for one floor of its corporate headquarters and sublease one additional floor. The extension and sublease will begin on January 1, 2014 for a five year period. Future minimum rental payments under non-cancelable operating leases and future minimum receipts under subleases, excluding executory costs, are as follows at December 31, 2012 (in thousands):
Rent expense, net of sublease income, was $24.2 million, $22.2 million, and $25.2 million in 2012, 2011, and 2010, respectively.
Other At December 31, 2012, the Company had outstanding letters of credit totaling $8.3 million to provide security deposits for certain office space leases. The letters of credit expire in the period from January 2013 through December 2013, but will automatically extend for another year from their expiration dates unless the Company terminates them. To date, no amounts have been drawn on these agreements. From time to time, the Company is subject to litigation related to normal business operations. The Company vigorously defends itself in litigation and is not currently a party to, and the Company’s property is not subject to, any legal proceedings likely to materially affect the Company’s operating results. The Company continues to evaluate potential tax exposure relating to sales and use, payroll, income and property tax laws, and regulations for various states in which the Company sells or supports its goods and services. Accruals for potential contingencies are recorded by the Company when it is probable that a liability has been incurred, and the liability can be reasonably estimated. As additional information becomes available, changes in the estimates of the liability are reported in the period that those changes occur. The Company accrued a liability of $5.8 million at December 31, 2012 and $3.0 million at December 31, 2011 relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services. The liability at December 31, 2012 includes $2.6 million recorded in the preliminary purchase price allocation for SHL. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Summary of Significant Accounting Policies - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail)
In Thousands, unless otherwise specified |
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Significant Accounting Policies [Line Items] | |||
| Basic weighted average shares outstanding | 33,462 | 34,071 | 34,256 |
| Effect of dilutive shares outstanding | 359 | 348 | 297 |
| Diluted weighted average shares outstanding | 33,821 | 34,419 | 34,553 |
|
Derivative Instruments and Hedging (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Foreign Currency Contracts Outstanding | The SHL segment had the following foreign currency contracts outstanding at December 31, 2012:
|
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| Fair Value of Derivative Instruments Designated and Not Designated as Hedging Instruments | The fair value of derivative instruments on the Company’s consolidated balance sheets is as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax Effect of Derivative Instruments | The pre-tax effect of derivative instruments on the Company’s consolidated statements of operations is as follows (in thousands):
|
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|
Stockholders' Equity and Share-based Compensation - Assumptions Used to Value Grants of Stock Appreciation Rights (Detail) (Stock Appreciation Rights (SARs) [Member], USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
|
Stock Appreciation Rights (SARs) [Member]
|
|||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
| Risk-free interest rate | 4.30% | ||
| Dividend yield | 1.50% | ||
| Expected life of option (in years) | 4 years 9 months 18 days | ||
| Expected volatility (calculated historically) | 42.00% | ||
| Weighted-average fair value of share-based compensation awards granted | $ 11.05 | ||
|
Quarterly Financial Data - Quarterly Financial Data of Company (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
| Revenue | $ 193,720 | $ 164,749 | $ 135,718 | $ 128,467 | $ 131,951 | $ 121,607 | $ 117,482 | $ 113,623 | $ 622,654 | $ 484,663 | $ 432,431 |
| Total costs and expenses | 168,346 | 156,103 | 110,215 | 103,322 | 98,562 | 96,096 | 98,774 | 94,746 | 537,986 | 388,178 | 349,457 |
| Operating profit | 25,374 | 8,646 | 25,503 | 25,145 | 33,389 | 25,511 | 18,708 | 18,877 | 84,668 | 96,485 | 82,974 |
| Income before provision for income taxes | 18,004 | 5,303 | 24,758 | 26,555 | 33,928 | 22,967 | 19,031 | 20,382 | 74,620 | 96,307 | 86,114 |
| Income from continuing operations | 19,873 | 14,558 | 10,956 | 12,060 | |||||||
| Loss from discontinued operations, net of provision for income taxes | (2,923) | (552) | (612) | (706) | 0 | (4,792) | (11,736) | ||||
| Net income | $ 7,181 | $ (456) | $ 14,765 | $ 15,561 | $ 16,950 | $ 14,006 | $ 10,344 | $ 11,354 | $ 37,051 | $ 52,655 | $ 40,363 |
| Basic earnings (loss) per share | $ 0.21 | $ (0.01) | $ 0.44 | $ 0.47 | $ 0.51 | $ 0.41 | $ 0.30 | $ 0.33 | $ 1.11 | $ 1.55 | $ 1.18 |
| Continuing operations | $ 0.60 | $ 0.43 | $ 0.32 | $ 0.35 | $ 1.11 | $ 1.69 | $ 1.52 | ||||
| Discontinued operations | $ (0.09) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.14) | $ (0.34) | |||||
| Diluted earnings (loss) per share | $ 0.21 | $ (0.01) | $ 0.44 | $ 0.46 | $ 0.50 | $ 0.41 | $ 0.30 | $ 0.33 | $ 1.10 | $ 1.53 | $ 1.17 |
| Continuing operations | $ 0.59 | $ 0.42 | $ 0.31 | $ 0.35 | $ 1.10 | $ 1.67 | $ 1.51 | ||||
| Discontinued operations | $ (0.09) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.14) | $ (0.34) | |||||
|
Property and Equipment, net (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
|---|---|
| Business Acquisition Actual Revenue And Pre Tax Income Loss [Line Items] | |
| Cash and cash equivalents | $ 5,748 |
| Accounts receivable | 42,026 |
| Other current assets | 12,590 |
| Property and equipment | 12,741 |
| Other non-current assets | 1,624 |
| Accounts payable and accrued liabilities | (37,224) |
| Deferred income taxes, net | (93,898) |
| Deferred revenue | (21,070) |
| Other liabilities | (5,545) |
| Net tangible liabilities assumed | (83,008) |
| Intangible assets acquired | |
| Customer relationships | 166,100 |
| Acquired intellectual property | 96,600 |
| Trade names | 60,500 |
| Goodwill | 413,808 |
| Total purchase price allocation | $ 654,000 |
|
Senior Secured Credit Facility - Additional Information (Detail) (USD $)
|
12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Leverage ratio range one [Member]
|
Dec. 31, 2012
Leverage ratio range two [Member]
|
Dec. 31, 2012
Term Loan A Facility [Member]
|
Dec. 31, 2012
Term Loan A Facility [Member]
Subsequent Event [Member]
Commencement Date [Member]
|
Dec. 31, 2012
Term Loan B Facility [Member]
|
Dec. 31, 2012
Term Loan B Facility [Member]
Commencement Date [Member]
|
Dec. 31, 2012
Term Loan B Facility [Member]
End Date [Member]
|
Aug. 02, 2012
Revolving Credit Facility [Member]
|
Dec. 31, 2012
Revolving Credit Facility [Member]
|
|
| Schedule Of Debt [Line Items] | ||||||||||||
| Aggregate principal amount | $ 275,000,000 | $ 250,000,000 | $ 100,000,000 | |||||||||
| Revolving Credit Facility Maturity Date | Aug. 02, 2017 | Aug. 02, 2019 | Aug. 02, 2017 | |||||||||
| Amount drawn from Revolving Credit Facility | 555,000,000 | 30,000,000 | ||||||||||
| Letters of Credit Covered by Revolving Credit Facility | 6,000,000 | |||||||||||
| Available borrowing under Revolving Credit Facility | 73,000,000 | |||||||||||
| Outstanding letters of credit | 8,300,000 | 7,000,000 | ||||||||||
| Repayment of principal amount under Revolving Credit Facility | 10,000,000 | |||||||||||
| Repayment of principal amount under Revolving Credit Facility | 20,000,000 | |||||||||||
| Leverage ration triggering mandatory prepayments | 1.5X or higher | 2.5X or higher | ||||||||||
| Trigger mandatory prepayments | 25.00% | 50.00% | ||||||||||
| Principal payments | 2,700,000 | 5,200,000 | 600,000 | |||||||||
| Principal payments commencement | Mar. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2013 | Jun. 30, 2019 | ||||||||
| Accrued interest | 1,200,000 | |||||||||||
| Annual interest rate on the Senior Secured Credit Facilities | 3.21% | 5.00% | ||||||||||
| Revolving Credit Facility matures | Aug. 02, 2017 | |||||||||||
| Interest paid | 8,400,000 | |||||||||||
| Credit facility issuance costs | 19,176,000 | 542,000 | ||||||||||
| Deferred financing costs recorded | 14,500,000 | |||||||||||
| Amortization expense for loan origination fees and deferred financing cost | $ 1,771,000 | |||||||||||
|
Property and equipment, net - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Property, Plant and Equipment [Line Items] | |||
| Depreciation expense | $ 19.6 | $ 13.5 | $ 14.4 |
|
Quarterly Financial Data (unaudited) (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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| Quarterly Financial Data of Company | Unaudited summarized quarterly financial data is as follows (in thousands, except per-share amounts):
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Summary of Significant Accounting Policies
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Dec. 31, 2012
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| Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The operating results of Toolbox.com LLC (“Toolbox.com”) are classified as discontinued operations in 2011 and 2010. Use of estimates The Company’s consolidated financial statements are prepared in accordance with US generally accepted accounting principles (“GAAP”). These accounting principles require the Company to make certain estimates, judgments, and assumptions. The Company believes that the estimates, judgments, and assumptions upon which it relies are reasonable based on information available to the Company at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions may affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses in the periods presented. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. Foreign currency The functional currency of SHL and its subsidiaries, as well as two other of the Company’s wholly-owned subsidiaries, is the applicable local currency. For these subsidiaries, the translation of their foreign currency into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates in the period. Capital accounts and other balances designated as long-term in nature are translated at historical exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the local currency are included in Other (expense) income, net in the consolidated statements of operations. The functional currency of the Company’s CEB UK and CEB India subsidiaries is the US dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing accounts receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are re-measured at the current exchange rate, with exchange gains and losses recorded in income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units, are re-measured at their historical exchange rates. In 2012, 2011, and 2010 the Company recorded a net foreign currency loss of $1.3 million, $0.3 million, and a net foreign currency gain of $0.1 million, respectively, which are included in Other (expense) income, net in the consolidated statements of operations. Cash and cash equivalents and marketable securities The Company’s cash and cash equivalents balance is primarily comprised of cash held in demand deposit accounts at various financial institutions. Investments with maturities of more than three months from the date of purchase are classified as marketable securities. The Company’s marketable securities consisted primarily of Washington DC tax exempt bonds and either matured, were called, or were sold in 2012. Marketable securities are classified as available-for-sale and are carried at fair value based on quoted market prices. Changes in net unrealized gains and losses on available-for-sale marketable securities are excluded from net income and are included within accumulated elements of comprehensive income (loss). The specific identification method is used to compute the realized gains and losses on the sale of marketable securities. Allowance for uncollectible revenue The Company records an allowance for uncollectible revenue, as a reduction in revenue, based on management’s analysis and estimates as to the collectability of accounts receivable, which generally is not the result of customer’s ability to pay. Revenue under membership agreements are generally recognized ratably over the membership period, typically 12 months. Accordingly, the allowance for uncollectible revenue is recorded against the amount of revenue that has been recognized under the contracts that are deemed uncollectible. Accounts receivable that has not been recognized as revenue are recorded in deferred revenue. As part of its analysis, the Company examines its collections history, the age of the receivables in question, any specific member collection issues that it has identified, general market conditions, member concentrations and current economic and industry trends. Membership fees receivable balances are not collateralized. Property and equipment, net Property and equipment consists of furniture, fixtures and equipment, leasehold improvements, capitalized computer software and Web site development costs. Property and equipment are stated at cost, less accumulated depreciation. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Capitalized software and Web site development costs are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Maintenance and repairs are charged to expense as incurred.
Acquisitions Acquisitions are recorded using the acquisition method of accounting. The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, at their fair value at the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration. These assumptions and estimates reflect the Company’s expected use of the asset and the appropriate discount rates from a market participant perspective. Estimates are based on historical experience and information obtained from the management of the acquired companies, and are determined with assistance from an independent third-party appraisal firm. Significant assumptions and estimates can include, but are not limited to, the cash flows that an acquired asset is expected to generate in the future, the weighted-average cost of capital, long-term projected revenue and growth rates, and the estimated royalty rate in the application of the relief from royalty valuation method. These estimates are inherently uncertain. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates. Goodwill Goodwill represents the purchase price of acquired businesses in excess of the fair market value of net assets acquired. Goodwill is tested for impairment annually on October 1st or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors considered important that could trigger an interim impairment review include, but are not limited to, the following:
Goodwill is tested for impairment using a fair value approach at the reporting unit level. The goodwill impairment test is a two-step process, if necessary. The assessment of goodwill begins with an assessment of qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment is referred to as a “step zero” approach. If, based on the review of the qualitative factors, an entity determines it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, the entity would not be required to perform the two-step impairment test. If an entity determines otherwise, Step 1 of the two-step impairment test is required. Step 1 involves determining whether the estimated fair value of the reporting units exceeds the respective book value. If the fair value exceeds the book value, goodwill of that reporting unit is not impaired. However, if the book value exceeds the fair value of the reporting unit, goodwill may be impaired and additional analysis is required. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded. In performing Step 1 of the goodwill impairment test, the Company compares the carrying amount of the reporting units to their estimated fair values. When available and as appropriate, the Company uses a comparison between its estimate of fair value using discounted cash flows (the income approach) and market multiples derived from a set of competitors with comparable market characteristics (a market approach). The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates, as the Company’s businesses operate in a number of markets and geographical regions. The assumptions utilized in the evaluation of the impairment of goodwill under the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth, Adjusted EBITDA, tax rates, capital expenditures, weighted average cost of capital (“WACC”), and related discount rates and expected long-term growth rates. The assumptions which have the most significant effect on the Company’s valuations derived using a discounted cash flows methodology are: (1) the expected long-term growth rate of the reporting units’ cash flows and (2) the discount rate. The cash flows employed in the income approach are based on the Company’s most recent budgets, forecasts and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the Company, considering the industry in which it operates and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and the WACC. The risk adjusted discount rate used represents the estimated WACC for the Company’s reporting units. The WACC is comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to the Company’s reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the Company’s reporting units, each weighted by the relative market value percentages of the Company’s equity and debt, and (4) an appropriate size premium. In 2010, the Company concluded there were impairment indicators relating to its Toolbox.com reporting unit now classified as discontinued operations and recognized an impairment loss. Intangible assets, net Intangible assets consist of customer relationships, intellectual property, trade names, and software. These assets are amortized on a straight-line basis over estimated useful lives of 2 to 20 years. In 2010, the Company recorded a $3.1 million impairment loss for Toolbox.com intangible assets now classified as discontinued operations. Recovery of long-lived assets Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable. Fair value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, investments held through variable insurance products in a Rabbi Trust for the Company’s deferred compensation plan, forward currency contracts, accounts payable, and debt. The carrying value of the Company’s financial instruments approximates their fair value. Revenue recognition Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Certain fees are billed on an installment basis.
When service offerings include multiple deliverables that qualify as separate units of accounting, the Company allocates arrangement consideration at the inception of the contract period to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes vendor specific objective evidence (“VSOE”) if available; third-party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
The Company’s CEB segment generates the majority of its revenue from four primary service offerings: executive memberships, performance analytics, executive education, and services provided to the US government and its agencies by Personnel Decision Research Institutes, Inc. (“PDRI”), which was a wholly-owned subsidiary of SHL. Executive memberships generally contain multiple deliverables, which are determined based on the availability and delivery method of the services and may include: on-line best practices research and insights, peer benchmarks, decision and diagnostics tools, advisory support, and live and on-line learning events. Performance analytics deliver data and analytical insight to drive improved performance of executives and their teams and are accounted for as service revenue. Executive education generally contains multiple deliverables and provides access to training and development services that may include skill diagnostic reports, learning portal access, classroom-based development sessions, Webinars, and virtual office hours with faculty. Most CEB segment membership agreements include a service guarantee by which a customer may request a refund of its membership fees during the membership term. Refunds are provided from the date of the refund request on a pro-rata basis relative to the length of the remaining term. PDRI generally provides customized services and solutions predominately to the US government and its agencies through various contract vehicles. CEB segment’s revenue is recognized as follows:
The Company’s SHL segment generates the majority of its revenue from the sale of access to its cloud based tools through unit sale arrangements whereby units are redeemed for access or through subscription based arrangements, from the license of its tools, and from other related services. Revenue is recognized as follows:
Deferred incentive compensation Direct incentive compensation paid to the Company’s employees related to the negotiation of new and renewal customer arrangements is deferred and amortized over the term of the related arrangements. Operating leases The Company recognizes rent expense under operating leases on a straight-line basis over the non-cancelable term of the lease, including free-rent periods. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. The Company recognizes sublease income on a straight-line basis over the term of the sublease, including free rent periods and escalations, as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income. Share-based compensation The Company has several share-based compensation plans. These plans provide for the granting of common stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock units, and incentive bonuses to employees, directors, and consultants. Share-based compensation expense is measured at the grant date of the share-based awards based on their fair value and is recognized on a straight-line basis over the vesting periods, net of an estimated forfeiture rate. The grant date fair value of RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. The grant date fair value of SARs is calculated using a lattice valuation model. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s stock and estimated forfeiture rates of the awards. Fair value and forfeiture rate estimates are based on assumptions the Company believes to be reasonable. Actual future results may differ from those estimates. Advertising expense The costs of designing and preparing advertising material are recognized throughout the production process. Communication costs, including magazine and newspaper space, radio time, and distribution, are recognized when the communication takes place. Advertising expense was $0.3 million, $0.6 million, and $1.5 million in 2012, 2011, and 2010, respectively. Income taxes Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. Concentration of credit risk and sources of revenue Financial instruments, which potentially expose the Company to concentration of credit risk, consist primarily of accounts receivable, cash and cash equivalents, and marketable securities. Concentration of credit risk with respect to accounts receivable is limited due to the large number of members and customers and their dispersion across many different industries and countries worldwide. However, the Company may be exposed to a declining customer base in periods of unforeseen market downturns, severe competition, or international developments. The Company performs periodic evaluations of the customer base and related receivables and establishes allowances for potential credit losses. The Company’s international operations subject it to risks related to currency exchange fluctuations. Prices for the CEB segment products and services are primarily denominated in US dollars, even when sold to members that are located outside the US; however, we began offering foreign currency billing in 2012 to certain members outside the US. Many of the costs associated with the Company’s operations located outside the United States are denominated in local currencies. The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with its cost reimbursement agreement with its CEB UK subsidiary. A forward contract obligates the Company to exchange a predetermined amount of US dollars to make an equivalent British pound sterling (“GBP”) payment equal to the value of such exchange. The maximum length of time over which the Company hedges its exposure to the variability in future cash flows is 12 months. The Company maintains a portfolio of cash and cash equivalents and marketable securities, which is designed for safety of principal and liquidity. The Company performs periodic evaluations of the relative credit ratings related to cash and cash equivalents and marketable securities. Earnings per share Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents consist of common shares issuable upon the exercise of outstanding share-based compensation awards. A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands):
In 2012, 2011, and 2010, 0.83 million, 1.82 million, and 2.45 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive shares outstanding shown above because their impact would be anti-dilutive. |
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Goodwill and Intangible Assets, net - Changes in Carrying Amount of Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
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Dec. 31, 2012
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Dec. 31, 2011
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| Goodwill [Line Items] | ||
| Beginning of year | $ 29,492 | $ 29,266 |
| Goodwill acquired | 424,664 | 3,773 |
| Impact of foreign currency | 17,143 | (98) |
| Discontinued operations | (3,449) | |
| End of year | $ 471,299 | $ 29,492 |