EX-99.1 2 ceb-ex991_6.htm EX-99.1 ceb-ex991_6.htm

Exhibit 99.1

 

 

Contact:

 

Richard S. Lindahl

 

 

 

 

Chief Financial Officer

 

1919 North Lynn Street

 

 

(571) 303-6956

 

Arlington, Virginia 22209

 

 

c/o June Connor

 

www.cebglobal.com

 

CEB REPORTS SECOND QUARTER RESULTS AND UPDATES 2016 GUIDANCE

 

ARLINGTON, Va. – July 26, 2016 – CEB Inc. (“CEB” or “Company”) (NYSE: CEB), a best practice insight and technology company, today announced financial results for the second quarter ended June 30, 2016.

HIGHLIGHTS – SECOND QUARTER 2016

 

·

Revenue of $242.6 million (an increase of 4.6%); Adjusted revenue of $251.1 million (an increase of 7.9%)

 

·

Net income of $7.7 million (a decrease of 66.6%); Adjusted net income of $31.5 million (a decrease of 4.0%)

 

·

Adjusted EBITDA of $64.5 million (an increase of 6.9%); Adjusted EBITDA margin of 25.7%

 

·

Diluted earnings per share of $0.24 (a decrease of 65.2%); Non-GAAP diluted earnings per share of $0.97 (no change)

 

·

Completed acquisition of Evanta on April 29, 2016

“Our focus in the second quarter remained squarely on delivering great customer impact and setting up for stronger outcomes in the second half and beyond. Current events in the economy and society create an unusual opportunity for us to help our clients and members, and we are working hard to deliver impact,” said Tom Monahan, CEB Chairman and CEO. “You can see the result in this quarter: organic bookings growth improved modestly to the low single-digits, our CEB Events group came out of the gates quickly following the Evanta acquisition, and we delivered solid results in quarterly revenue and Adjusted EBITDA. We enter the third quarter with a great team on the field and our eyes on sharp execution amid the continued volatility of the current environment.”

OUTLOOK FOR 2016

The Company updates its 2016 annual guidance as follows: Revenue of $957 to $982 million, Adjusted revenue of $970 to $995 million, capital expenditures of $32 to $34 million, Non-GAAP diluted earnings per share of $3.95 to $4.15, Adjusted EBITDA margin of at least 26.25%, and depreciation and amortization expense of $104 to $106 million. Adjusted revenue refers to revenue before the impact of the reduction of acquisition-related deferred revenue to fair value recognized in the post-acquisition period (“deferred revenue fair value adjustment”). The estimated reduction in 2016 revenue to reflect the impact of the deferred revenue fair value adjustment is expected to be approximately $13 million. This guidance is based on the following foreign currency exchange rates: 1.33 US dollar (“USD”) to the British Pound, 1.11 USD to the Euro, and 0.75 USD to the Australian Dollar.

For the third quarter of 2016, the Company expects Revenue of at least $230 million, Adjusted EBITDA margin of at least 24.5%, and Non-GAAP diluted earnings per share of at least $0.85.

SHARE REPURCHASE

In the second quarter of 2016, the Company repurchased approximately 81,000 shares of its common stock at a total cost of $5.2 million. These purchases were made pursuant to the Company’s $150 million stock repurchase program, which is authorized through December 31, 2017.

QUARTERLY DIVIDEND

The Company announced that its Board of Directors has approved a cash dividend on its common stock for the third quarter of 2016 of $0.4125 per share. The dividend is payable on September 30, 2016 to stockholders of record on September 15, 2016. The Company will fund its dividend payments with cash on hand and cash generated from operations.


NON-GAAP FINANCIAL MEASURES

This press release and the accompanying tables, as well as earnings discussions, include a discussion of Adjusted revenue, Adjusted effective tax rate, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Non-GAAP diluted earnings per share, and constant currency financial information, all of which are non-GAAP financial measures provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). “Adjusted EBITDA margin” refers to Adjusted EBITDA as a percentage of Adjusted revenue. A reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measure is included in the accompanying tables.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions. 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 our 2016 annual and third quarter guidance. 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 US Securities and Exchange Commission (“SEC”), and consequently, actual future events, 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 or to compete successfully with other companies that offer similar products and services; our potential failure to develop and sell, or expand sales markets for our CEB Talent Assessment 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; the implementation of our business transformation initiative may be disruptive to our operations, potential cost overruns could have material adverse effects on our results of operations, and once this initiative is completed we may not realize anticipated savings or operational benefits; 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 the roll-out of the CEB Talent Assessment brand for what has been known previously as the SHL Talent Measurement brand); our potential exposure to loss of revenue resulting from our unconditional service guarantee; exposure to litigation related to the content we provide; various factors that could affect our estimated income tax rate or our ability to use our existing deferred tax assets; changes in estimates, assumptions or revenue recognition policies used to prepare our consolidated financial statements, including those related to testing for potential goodwill impairment; our potential inability to make, integrate, and maintain acquisitions and investments; the amount and timing of the benefits expected from acquisitions and investments; risks associated with our provision of products and services to certain US government agencies; the risk that we will be required to recognize additional impairments to the carrying value of the significant goodwill and amortizable intangible asset amounts included in our balance sheet as a result of our acquisitions, which would require us to record charges that would reduce our reported results; risks associated with our significant office space lease obligations in Arlington, VA, including potential landlord or subtenant defaults; our potential inability to effectively manage the risks (including interest rate risk) associated with our existing indebtedness, including the terms of and restrictions in our senior secured credit facilities, as well as additional indebtedness we incurred in connection with the Evanta acquisition or other 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; the potential effects from the withdrawal of the United Kingdom from the European Union; our potential inability to effectively anticipate, plan for, and respond to changing economic and financial market conditions, especially in light of ongoing uncertainty in the worldwide economy and the US economy; and the impact of volatility in the trading price of our common stock, including as a result of any decision to reduce or discontinue dividends or share repurchases.

In addition, forward-looking statements may be affected by risks and uncertainties associated with the acquisition of the Evanta business, including that the businesses of CEB and Evanta may not be combined successfully, or the combination may take longer or cost more to accomplish than expected; we may not achieve anticipated operating and cost synergies through combining the businesses of CEB and Evanta, or those synergies may be realized less quickly than we anticipate; Evanta may not achieve the results projected in its current 2016 full year forecast; potential operating costs, customer loss, and business disruption (including employee loss or turnover) following the acquisition may be greater than expected and could negatively affect the financial results and performance of Evanta; Evanta may not perform at the level we are expecting, and as a result the anticipated positive impact of the acquisition on the operations and future financial results of CEB, including those reflected in our updated 2016 annual guidance and our estimates for the third quarter of 2016, may not be achieved or may be lower than expected and our leverage, which was increased in connection with the acquisition, could materially and adversely affect our financial conditional or operating flexibility and prevent us from fulfilling our obligations under the Senior Secured Credit Facilities.

 


Various risks, uncertainties, and other important factors that could cause our actual results to differ from our expected or historical results are discussed more fully in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our filings with the SEC, including, but not limited to, our 2015 Annual Report on Form 10-K filed on February 26, 2016. The forward-looking statements in this press release are made as of July 26, 2016, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

ABOUT CEB

CEB is a best practice insight and technology company. In partnership with leading organizations around the globe, we develop innovative solutions to drive corporate performance. CEB equips leaders at more than 10,000 companies with the intelligence to effectively manage talent, customers, and operations. CEB is a trusted partner to nearly 90% of the Fortune 500 and FTSE 100, and more than 70% of the Dow Jones Asian Titans. More at cebglobal.com.


CEB Inc.

Segment Highlights

(In thousands, except percentages)

 

 

 

 

 

Selected

Percentage

Changes

 

 

Three Months Ended

June 30,

 

 

Selected

Percentage

Changes

 

 

Six Months Ended

June 30,

 

 

 

 

 

 

 

2016

 

 

2015

 

 

 

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEB Segment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

5.7

%

 

$

192,195

 

 

$

181,773

 

 

 

4.4

%

 

$

370,172

 

 

$

354,667

 

Adjusted revenue (3)

 

 

10.4

%

 

$

200,739

 

 

$

181,773

 

 

 

7.0

%

 

$

379,490

 

 

$

354,721

 

Operating profit

 

 

 

 

 

$

20,184

 

 

$

37,453

 

 

 

 

 

 

$

43,594

 

 

$

68,388

 

Adjusted EBITDA (3)

 

 

8.6

%

 

$

54,069

 

 

$

49,782

 

 

 

4.7

%

 

$

98,587

 

 

$

94,145

 

Adjusted EBITDA margin (3)

 

 

 

 

 

 

26.9

%

 

 

27.4

%

 

 

 

 

 

 

26.0

%

 

 

26.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract Value (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.2

)%

 

$

659,582

 

 

$

667,649

 

Constant currency Contract Value (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.4

)%

 

$

665,182

 

 

 

 

 

Member institutions (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.3

%

 

 

7,211

 

 

 

6,983

 

Contract Value per member institution (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4.7

)%

 

$

91,003

 

 

$

95,483

 

Constant currency Contract Value per

   member institution (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4.7

)%

 

$

90,952

 

 

 

 

 

Wallet retention rate (7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88

%

 

 

94

%

Constant currency Wallet retention rate (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEB Talent Assessment Segment (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

0.4

%

 

$

50,408

 

 

$

50,191

 

 

 

(3.3

)%

 

$

95,629

 

 

$

98,896

 

Adjusted revenue (3)

 

 

(0.9

)%

 

$

50,408

 

 

$

50,880

 

 

 

(4.3

)%

 

$

95,629

 

 

$

99,950

 

Operating (loss) profit

 

 

 

 

 

$

(5,606

)

 

$

1,385

 

 

 

 

 

 

$

(12,891

)

 

$

420

 

Adjusted EBITDA (3)

 

 

(1.2

)%

 

$

10,446

 

 

$

10,576

 

 

 

(2.4

)%

 

$

18,886

 

 

$

19,350

 

Adjusted EBITDA margin (3)

 

 

 

 

 

 

20.7

%

 

 

20.8

%

 

 

 

 

 

 

19.7

%

 

 

19.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract Value (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

105,819

 

 

 

 

 

Wallet retention rate (9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97

%

 

 

102

%

 

(1)

The CEB segment includes comprehensive data analysis, research, and advisory services that align to executive leadership roles and key recurring decisions and enable members to focus efforts to address emerging and recurring business challenges efficiently and effectively.

(2)

The CEB Talent Assessment segment includes the SHL products and services of cloud-based solutions for talent assessment, development, strategy, analytics, decision support, and professional services that support those solutions, enabling client access to data, analytics, and insights for assessing and managing employees and applicants.

(3)

See “Non-GAAP Financial Measures” for further explanation.

(4)

We define “CEB segment Contract Value,” at the end of the quarter, as the aggregate annualized revenue attributed to all agreements in effect on such date, without regard to the remaining duration of any such agreement. CEB segment Contract Value does not include the impact of Personnel Decision Research Institutes, Inc. (“PDRI”).

(5)

Calculated on a constant currency basis whereby financial information in the current period for amounts recorded in currencies other than the USD is translated into USD at the average exchange rates in effect during the comparable period of the prior year (rather than the actual exchange rates in effect during the current year period).

(6)

We define “CEB segment Member institutions,” at the end of the quarter, as member institutions with Contract Value in excess of $10,000. The same definition is applied to “CEB segment Contract Value per member institution.”

(7)

We define “CEB segment Wallet retention rate,” at the end of the quarter, as the total current year segment Contract Value from prior year members as a percentage of the total prior year segment Contract Value. The CEB segment Wallet retention rate does not include the impact of PDRI.

(8)

We define “CEB Talent Assessment segment Contract Value,” at the end of the quarter, as the aggregate annualized revenue in effect on such date, without regard to the remaining duration of any such agreement, attributed to all subscription agreements for online product access plus the aggregate annual revenue attributed to all advanced purchases of online testing units.

(9)

We define “CEB Talent Assessment segment Wallet retention rate,” at the end of the quarter, on a constant currency basis, as the last 12 months of total segment Adjusted revenue from prior year customers as a percentage of the prior 12 months of total segment Adjusted revenue.


CEB Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenue (1)

 

$

242,603

 

 

$

231,964

 

 

$

465,801

 

 

$

453,563

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

 

91,259

 

 

 

82,432

 

 

 

170,996

 

 

 

161,091

 

Member relations and marketing

 

 

70,426

 

 

 

65,509

 

 

 

138,409

 

 

 

131,594

 

General and administrative

 

 

29,964

 

 

 

28,293

 

 

 

58,051

 

 

 

57,098

 

Depreciation and amortization (2)

 

 

26,265

 

 

 

16,892

 

 

 

51,891

 

 

 

33,734

 

Business transformation costs (3)

 

 

6,260

 

 

 

 

 

 

9,548

 

 

 

 

Acquisition related costs (4)

 

 

3,662

 

 

 

 

 

 

5,119

 

 

 

 

Restructuring costs

 

 

189

 

 

 

 

 

 

1,084

 

 

 

1,238

 

Total costs and expenses

 

 

228,025

 

 

 

193,126

 

 

 

435,098

 

 

 

384,755

 

Operating profit

 

 

14,578

 

 

 

38,838

 

 

 

30,703

 

 

 

68,808

 

Other (expense) income, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt modification costs

 

 

(1,656

)

 

 

(4,775

)

 

 

(1,656

)

 

 

(4,775

)

Interest income and other (5)

 

 

5,066

 

 

 

(5,360

)

 

 

3,793

 

 

 

366

 

Interest expense

 

 

(7,296

)

 

 

(4,787

)

 

 

(13,092

)

 

 

(9,226

)

Other (expense) income, net

 

 

(3,886

)

 

 

(14,922

)

 

 

(10,955

)

 

 

(13,635

)

Income before provision for income taxes

 

 

10,692

 

 

 

23,916

 

 

 

19,748

 

 

 

55,173

 

Provision for income taxes

 

 

2,946

 

 

 

704

 

 

 

7,459

 

 

 

12,871

 

Net income

 

$

7,746

 

 

$

23,212

 

 

$

12,289

 

 

$

42,302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.24

 

 

$

0.69

 

 

$

0.38

 

 

$

1.26

 

Diluted earnings per share

 

$

0.24

 

 

$

0.69

 

 

$

0.38

 

 

$

1.25

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

32,198

 

 

 

33,458

 

 

 

32,423

 

 

 

33,516

 

Diluted

 

 

32,344

 

 

 

33,694

 

 

 

32,642

 

 

 

33,827

 

 

(1)

Net of a reduction to reflect the impact of the deferred revenue fair value adjustment of $8.5 million and $0.7 million in the three months ended June 30, 2016 and 2015 and $9.3 million and $1.1 million in the six months ended June 30, 2016 and 2015, respectively. Includes $11.4 million of revenue from Evanta in the three and six months ended June 30, 2016.

(2)

Included $7.6 million and $15.2 million of additional amortization expense in the three and six months ended June 30, 2016, respectively, associated with the change in the estimated useful life of the SHL trade name in the fourth quarter of 2015.

(3)

Business transformation costs relate to the development and implementation of cloud-based computing systems, which will consolidate and standardize our sales force automation and financial systems.

(4)

Acquisition related costs primarily related to transaction and severance costs associated with the acquisitions in 2016 and 2015.

(5)

Interest income and other in the three months ended June 30, 2016 included a $4.8 million net foreign currency gain, a $0.5 million increase in the fair value of deferred compensation plan assets, $0.2 million of interest income, and a $0.1 million gain on other investments, net offset by $0.5 of other losses. Interest income and other in the three months ended June 30, 2015 included $0.1 million of interest income offset by a $4.7 million net foreign currency loss, a $0.2 million decrease in the fair value of deferred compensation plan, $0.1 million of equity method investment losses and $0.5 million of other losses. Interest income and other in the six months ended June 30, 2016 included a $4.0 million net foreign currency gain, a $1.0 million increase in the fair value of deferred compensation plan assets, and $0.3 million of interest income offset by $0.3 million of equity method investment losses, $0.8 million of loss of other investments, net and $0.4 million of other losses. Interest income and other in the six months ended June 30, 2015 included a $1.5 million net foreign currency gain, $0.2 million of interest income, and a $0.2 million increase in the fair value of deferred compensation plan assets offset by $0.9 million of equity method investment losses and $0.6 million of other losses.


CEB Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

  

 

June 30, 2016

 

 

December 31, 2015

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

139,717

 

 

$

113,329

 

Accounts receivable, net (1)

 

 

213,513

 

 

 

285,048

 

Deferred incentive compensation

 

 

24,274

 

 

 

23,484

 

Prepaid expenses and other current assets

 

 

44,382

 

 

 

27,651

 

Total current assets

 

 

421,886

 

 

 

449,512

 

Deferred income taxes, net

 

 

7,282

 

 

 

16,491

 

Property and equipment, net

 

 

98,057

 

 

 

102,337

 

Goodwill

 

 

659,346

 

 

 

458,409

 

Intangible assets, net

 

 

229,820

 

 

 

230,680

 

Other non-current assets

 

 

92,772

 

 

 

81,123

 

Total assets

 

$

1,509,163

 

 

$

1,338,552

 

Liabilities and stockholders’ (deficit) equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

86,895

 

 

$

88,407

 

Accrued incentive compensation

 

 

38,358

 

 

 

59,947

 

Deferred revenue (2)

 

 

442,378

 

 

 

449,694

 

Debt – current portion

 

 

7,866

 

 

 

4,948

 

Total current liabilities

 

 

575,497

 

 

 

602,996

 

Deferred income taxes, net

 

 

22,640

 

 

 

27,869

 

Other liabilities

 

 

112,598

 

 

 

107,592

 

Debt – long term

 

 

870,142

 

 

 

556,418

 

Total liabilities

 

 

1,580,877

 

 

 

1,294,875

 

Total stockholders’ (deficit) equity

 

 

(71,714

)

 

 

43,677

 

Total liabilities and stockholders’ (deficit) equity

 

$

1,509,163

 

 

$

1,338,552

 

 

(1)

Included accounts receivable, net of $64.4 million at both June 30, 2016 and December 31, 2015 related to the CEB Talent Assessment segment.

(2)

Included deferred revenue of $11.8 million at June 30, 2016 for Evanta and $69.4 million and $68.9 million at June 30, 2016 and December 31, 2015, respectively, related to the CEB Talent Assessment segment.


CEB Inc.

Unaudited Consolidated Statements of Cash Flows

(In thousands)

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

12,289

 

 

$

42,302

 

Adjustments to reconcile net income to net cash flows provided by operating activities

 

 

 

 

 

 

 

 

Debt modification costs

 

 

1,656

 

 

 

4,775

 

Loss on other investments, net

 

 

797

 

 

 

 

Equity method investment loss

 

 

334

 

 

 

898

 

Depreciation and amortization

 

 

51,891

 

 

 

33,734

 

Amortization of credit facility issuance costs

 

 

843

 

 

 

1,242

 

Deferred income taxes

 

 

(5,697

)

 

 

797

 

Share-based compensation

 

 

9,224

 

 

 

9,003

 

Excess tax benefits from share-based compensation arrangements

 

 

(1,043

)

 

 

(3,989

)

Net foreign currency remeasurement gain

 

 

(6,548

)

 

 

(857

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

80,756

 

 

 

86,697

 

Deferred incentive compensation

 

 

(1,396

)

 

 

(951

)

Prepaid expenses and other current assets

 

 

(17,079

)

 

 

(27,119

)

Other non-current assets

 

 

(7,058

)

 

 

(9,404

)

Accounts payable and accrued liabilities

 

 

(4,496

)

 

 

(18,032

)

Accrued incentive compensation

 

 

(21,537

)

 

 

(25,098

)

Deferred revenue

 

 

(14,285

)

 

 

(8,948

)

Other liabilities

 

 

5,091

 

 

 

208

 

Net cash flows provided by operating activities

 

 

83,742

 

 

 

85,258

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(11,209

)

 

 

(13,401

)

Cost method and other investments

 

 

(4,300

)

 

 

(2,589

)

Acquisition of businesses, net of cash acquired

 

 

(267,890

)

 

 

(5,808

)

Net cash flows used in investing activities

 

 

(283,399

)

 

 

(21,798

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of senior notes

 

 

 

 

 

250,000

 

Borrowings from Senior Secured Credit Facilities

 

 

385,000

 

 

 

 

Debt payments

 

 

(68,232

)

 

 

(257,250

)

Debt issuance costs

 

 

(4,220

)

 

 

(5,275

)

Proceeds from issuance of common stock under the employee stock purchase plan

 

 

827

 

 

 

757

 

Excess tax benefits from share-based compensation arrangements

 

 

1,043

 

 

 

3,989

 

Purchase of treasury shares

 

 

(53,568

)

 

 

(12,623

)

Withholding of shares to satisfy minimum employee tax withholding for equity awards

 

 

(5,053

)

 

 

(8,302

)

Payment of dividends

 

 

(26,632

)

 

 

(25,115

)

Net cash flows provided by (used in) financing activities

 

 

229,165

 

 

 

(53,819

)

Effect of exchange rates on cash

 

 

(3,120

)

 

 

(432

)

Net increase in cash and cash equivalents

 

 

26,388

 

 

 

9,209

 

Cash and cash equivalents, beginning of year

 

 

113,329

 

 

 

114,934

 

Cash and cash equivalents, end of period

 

$

139,717

 

 

$

124,143

 

 


CEB Inc.

Reconciliation of Non-GAAP Financial Measures

We believe that our non-GAAP financial measures are relevant and useful supplemental information for evaluating our results of operations 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, including comparison against our competitors, when publicly providing our 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 similarly titled measures used by other companies.

Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

 

·

Certain business combination accounting entries and expenses related to acquisitions: We have adjusted for the impact of the deferred revenue fair value adjustment, amortization of acquisition related intangibles, and acquisition related costs. We incurred transaction and certain other expenses in connection with our acquisitions, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. We believe that excluding these acquisition related items from our non-GAAP financial measures provides useful supplemental information to our investors and is important in illustrating what our core operating results would have been had we not incurred these acquisition related items since the nature, size, and number of acquisitions can vary from period to period and because they are not considered by management in making operating decisions.

 

·

Net non-operating foreign currency gain (loss): Beginning in the first quarter of 2015, we adjusted for the impact of the net non-operating foreign currency gain (loss) included in other (expense) income. These items primarily result from the remeasurement of foreign currency cash balances held by CEB US and subsidiaries with the USD as their functional currency, USD cash balances held by subsidiaries with a functional currency other than the USD, certain intercompany notes, and the balance sheets of non-US subsidiaries whose functional currency was the USD prior to the revision of our corporate structure on October 1, 2015 to geographically align our intellectual property with our US and global commercial operations, resulting in a significant change to the economic facts and circumstances for subsidiaries that were previously dependent on the parent company for financing. We believe this information is useful to investors to facilitate comparison of operating results and better identify trends in our business.

 

·

Business transformation costs: Beginning in the first quarter of 2016, we adjusted for the impact of costs associated with our business transformation initiative, which is a multiyear effort that will consolidate and standardize our sales force automation and financial systems. These costs include software license fees and third-party vendor costs related to the implementation and development of the systems, and costs related to employees that are devoted to the initiative. Under new accounting rules in effect as of January 1, 2016, the majority of costs related to the development and implementation of cloud-based computing systems now have to be expensed in the current period as they are incurred instead of being capitalized and depreciated over time. We believe that excluding these items from our non-GAAP financial measures provides useful supplemental information to our investors and is important in illustrating what our core operating results would have been had we not incurred these items. We exclude these items because management does not believe they correlate to the ongoing operating results of the business.

 

·

Debt modification costs, gain (loss) on other investments, net, equity method investment gain (loss), restructuring costs, impairment costs, and gain on cost method investment: From time to time, we have events or transactions outside of our core operations that affect our net income, such as modifying our debt and investing in private entities. These activities are not part of our normal operations, but rather are transactions we enter into when we feel it is to our advantage to maximize opportunities that will improve our overall future financial position and results of operations. We exclude these items when evaluating our results of operations because management does not believe they correlate to the ordinary course operating expenditures or operating results of the business. We believe that excluding these items from our non-GAAP financial measures provides useful supplemental information to our investors and is important in illustrating what our core operating results would have been had we not incurred these items.

 

·

Share-based compensation: Although share-based compensation is a key incentive offered to our employees, we evaluate our operating results excluding such expense. We believe the exclusion of this expense facilitates the ability of our investors to compare our operating results with those of other peer companies, many of which also exclude such expense in determining their non-GAAP measures, given varying valuation methodologies and assumptions, and the variety and amount of award types that may be utilized by different companies.


CEB Inc.

Reconciliation of Non-GAAP Financial Measures (Continued)

 

·

Adjusted effective tax rate: Beginning in the third quarter of 2015, we adjusted for the impact of certain discrete items included in the effective tax rate, including items unrelated to the current year, changes in statutory tax rates, or other items that are not indicative of our ongoing operations. We exclude these items because management believes it will facilitate the comparison of the annual effective tax rate over time. The Adjusted effective tax rate is calculated by dividing the adjusted provision for income taxes, which excludes discrete items and the tax effects of the other non-GAAP adjustments (using statutory rates), by adjusted income before the provision for income taxes.

We are a global company that reports financial information in USD. Foreign currency exchange rate fluctuations affect the amounts reported from translating foreign revenues and expenses into USD. These rate fluctuations can have a significant effect on our reported operating results. As a supplement to our reported operating results, we present constant currency financial information. We use constant currency financial information to provide a framework to assess how our business performed excluding the effects of changes in foreign currency translation rates. Management believes this information is useful to investors to facilitate comparison of operating results and better identify trends in our businesses. To calculate financial information on a constant currency basis, financial information in the current period for amounts recorded in currencies other than the USD is translated into USD at the average exchange rates that were in effect during the comparable period of the prior year (rather than the actual exchange rates in effect during the current year period).

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.

With respect to our 2016 annual and quarterly guidance, reconciliations of net income to Adjusted EBITDA, net income to Adjusted net income, and GAAP diluted earnings per share to Non-GAAP diluted earnings per share as projected for 2016 are not provided because we cannot, without unreasonable effort, estimate or predict with certainty various components of net income and GAAP diluted earnings per share, including the net non-operating foreign currency (gain) loss, acquisition related costs, and discrete tax items, which components could significantly impact such financial measures.

A reconciliation of each of the non-GAAP measures to the most directly comparable GAAP measure is provided below (in thousands, except per share data).

Adjusted Revenue

 

 

 

Three Months Ended June 30, 2016

 

 

Three Months Ended June 30, 2015

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Revenue

 

$

192,195

 

 

$

50,408

 

 

$

242,603

 

 

$

181,773

 

 

$

50,191

 

 

$

231,964

 

Impact of the deferred revenue fair value adjustment

 

 

8,544

 

 

 

 

 

 

8,544

 

 

 

 

 

 

689

 

 

 

689

 

Adjusted revenue

 

$

200,739

 

 

$

50,408

 

 

$

251,147

 

 

$

181,773

 

 

$

50,880

 

 

$

232,653

 

 

 

 

Six Months Ended June 30, 2016

 

 

Six Months Ended June 30, 2015

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Revenue

 

$

370,172

 

 

$

95,629

 

 

$

465,801

 

 

$

354,667

 

 

$

98,896

 

 

$

453,563

 

Impact of the deferred revenue fair value adjustment

 

 

9,318

 

 

 

 

 

 

9,318

 

 

 

54

 

 

 

1,054

 

 

 

1,108

 

Adjusted revenue

 

$

379,490

 

 

$

95,629

 

 

$

475,119

 

 

$

354,721

 

 

$

99,950

 

 

$

454,671

 

 


CEB Inc.

Reconciliation of Non-GAAP Financial Measures (Continued)

 

Adjusted EBITDA

 

 

 

Three Months Ended June 30, 2016

 

 

Three Months Ended June 30, 2015

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Net income

 

 

 

 

 

 

 

 

 

$

7,746

 

 

 

 

 

 

 

 

 

 

$

23,212

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

2,946

 

 

 

 

 

 

 

 

 

 

 

704

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

7,144

 

 

 

 

 

 

 

 

 

 

 

4,693

 

Debt modification costs

 

 

 

 

 

 

 

 

 

 

1,656

 

 

 

 

 

 

 

 

 

 

 

4,775

 

Other (income) expense, net

 

 

 

 

 

 

 

 

 

 

(4,914

)

 

 

 

 

 

 

 

 

 

 

5,454

 

Operating profit (loss)

 

$

20,184

 

 

$

(5,606

)

 

 

14,578

 

 

$

37,453

 

 

$

1,385

 

 

 

38,838

 

Other income (expense), net

 

 

3,833

 

 

 

1,081

 

 

 

4,914

 

 

 

(3,285

)

 

 

(2,169

)

 

 

(5,454

)

Net non-operating foreign currency (gain) loss

 

 

(4,039

)

 

 

(771

)

 

 

(4,810

)

 

 

2,675

 

 

 

2,057

 

 

 

4,732

 

Gain on other investments, net

 

 

(93

)

 

 

 

 

 

(93

)

 

 

 

 

 

 

 

 

 

Equity method investment (gain) loss

 

 

(25

)

 

 

25

 

 

 

 

 

 

6

 

 

 

55

 

 

 

61

 

Depreciation and amortization

 

 

11,245

 

 

 

15,020

 

 

 

26,265

 

 

 

8,811

 

 

 

8,081

 

 

 

16,892

 

Business transformation costs

 

 

6,260

 

 

 

 

 

 

6,260

 

 

 

 

 

 

 

 

 

 

Impact of the deferred revenue fair value adjustment

 

 

8,544

 

 

 

 

 

 

8,544

 

 

 

 

 

 

689

 

 

 

689

 

Acquisition related costs

 

 

3,662

 

 

 

 

 

 

3,662

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

68

 

 

 

121

 

 

 

189

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

4,430

 

 

 

576

 

 

 

5,006

 

 

 

4,122

 

 

 

478

 

 

 

4,600

 

Adjusted EBITDA

 

$

54,069

 

 

$

10,446

 

 

$

64,515

 

 

$

49,782

 

 

$

10,576

 

 

$

60,358

 

Adjusted EBITDA margin

 

 

26.9

%

 

 

20.7

%

 

 

25.7

%

 

 

27.4

%

 

 

20.8

%

 

 

25.9

%

 

 

 

 

 

Six Months Ended June 30, 2016

 

 

Six Months Ended June 30, 2015

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Net income

 

 

 

 

 

 

 

 

 

$

12,289

 

 

 

 

 

 

 

 

 

 

$

42,302

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

7,459

 

 

 

 

 

 

 

 

 

 

 

12,871

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

12,760

 

 

 

 

 

 

 

 

 

 

 

9,037

 

Debt modification costs

 

 

 

 

 

 

 

 

 

 

1,656

 

 

 

 

 

 

 

 

 

 

 

4,775

 

Other (income) expense, net

 

 

 

 

 

 

 

 

 

 

(3,461

)

 

 

 

 

 

 

 

 

 

 

(177

)

Operating profit (loss)

 

$

43,594

 

 

$

(12,891

)

 

 

30,703

 

 

$

68,388

 

 

$

420

 

 

 

68,808

 

Other income (expense), net

 

 

1,763

 

 

 

1,698

 

 

 

3,461

 

 

 

123

 

 

 

54

 

 

 

177

 

Net non-operating foreign currency (gain) loss

 

 

(2,464

)

 

 

(1,542

)

 

 

(4,006

)

 

 

(1,135

)

 

 

(336

)

 

 

(1,471

)

Loss on other investments, net

 

 

797

 

 

 

 

 

 

797

 

 

 

 

 

 

 

 

 

 

Equity method investment loss

 

 

118

 

 

 

216

 

 

 

334

 

 

 

649

 

 

 

249

 

 

 

898

 

Depreciation and amortization

 

 

21,958

 

 

 

29,933

 

 

 

51,891

 

 

 

17,633

 

 

 

16,101

 

 

 

33,734

 

Business transformation costs

 

 

9,548

 

 

 

 

 

 

9,548

 

 

 

 

 

 

 

 

 

 

Impact of the deferred revenue fair value adjustment

 

 

9,318

 

 

 

 

 

 

9,318

 

 

 

54

 

 

 

1,054

 

 

 

1,108

 

Acquisition related costs

 

 

5,119

 

 

 

 

 

 

5,119

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

666

 

 

 

418

 

 

 

1,084

 

 

 

290

 

 

 

948

 

 

 

1,238

 

Share-based compensation

 

 

8,170

 

 

 

1,054

 

 

 

9,224

 

 

 

8,143

 

 

 

860

 

 

 

9,003

 

Adjusted EBITDA

 

$

98,587

 

 

$

18,886

 

 

$

117,473

 

 

$

94,145

 

 

$

19,350

 

 

$

113,495

 

Adjusted EBITDA margin

 

 

26.0

%

 

 

19.7

%

 

 

24.7

%

 

 

26.5

%

 

 

19.4

%

 

 

25.0

%

 


CEB Inc.

Reconciliation of Non-GAAP Financial Measures (Continued)

 

Adjusted Net Income

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income

 

$

7,746

 

 

$

23,212

 

 

$

12,289

 

 

$

42,302

 

Net non-operating foreign currency (gain) loss (1)

 

 

(4,298

)

 

 

4,182

 

 

 

(3,481

)

 

 

(1,206

)

Debt modification costs (1)

 

 

969

 

 

 

2,841

 

 

 

969

 

 

 

2,841

 

(Gain) loss on other investments, net (1)

 

 

(54

)

 

 

 

 

 

467

 

 

 

 

Equity method investment loss (1)

 

 

10

 

 

 

59

 

 

 

285

 

 

 

636

 

Amortization of acquisition related intangibles (1)

 

 

13,044

 

 

 

6,307

 

 

 

26,062

 

 

 

12,675

 

Business transformation costs (1)

 

 

4,482

 

 

 

 

 

 

6,405

 

 

 

 

Impact of the deferred revenue fair value adjustment (1)

 

 

5,050

 

 

 

517

 

 

 

5,582

 

 

 

827

 

Acquisition related costs (1)

 

 

2,150

 

 

 

 

 

 

3,017

 

 

 

 

Restructuring costs (1)

 

 

149

 

 

 

 

 

 

754

 

 

 

860

 

Share-based compensation (1)

 

 

3,054

 

 

 

2,865

 

 

 

5,640

 

 

 

5,598

 

Discrete tax items (2)

 

 

(778

)

 

 

(7,136

)

 

 

418

 

 

 

(7,669

)

Adjusted net income

 

$

31,524

 

 

$

32,847

 

 

$

58,407

 

 

$

56,864

 

Non-GAAP Diluted Earnings per Share

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Diluted earnings per share

 

$

0.24

 

 

$

0.69

 

 

$

0.38

 

 

$

1.25

 

Net non-operating foreign currency (gain) loss (1)

 

 

(0.13

)

 

 

0.12

 

 

 

(0.11

)

 

 

(0.04

)

Debt modification costs (1)

 

 

0.03

 

 

 

0.08

 

 

 

0.03

 

 

 

0.08

 

(Gain) loss on other investments, net (1)

 

 

 

 

 

 

 

 

0.01

 

 

 

 

Equity method investment loss (1)

 

 

 

 

 

 

 

 

0.01

 

 

 

0.02

 

Amortization of acquisition related intangibles (1)

 

 

0.40

 

 

 

0.19

 

 

 

0.81

 

 

 

0.37

 

Business transformation costs (1)

 

 

0.13

 

 

 

 

 

 

0.20

 

 

 

 

Impact of the deferred revenue fair value adjustment (1)

 

 

0.16

 

 

 

0.02

 

 

 

0.17

 

 

 

0.03

 

Acquisition related costs (1)

 

 

0.07

 

 

 

 

 

 

0.09

 

 

 

 

Restructuring costs (1)

 

 

 

 

 

 

 

 

0.02

 

 

 

0.03

 

Share-based compensation (1)

 

 

0.09

 

 

 

0.09

 

 

 

0.17

 

 

 

0.17

 

Discrete tax items (2)

 

 

(0.02

)

 

 

(0.22

)

 

 

0.01

 

 

 

(0.23

)

Non-GAAP diluted earnings per share

 

$

0.97

 

 

$

0.97

 

 

$

1.79

 

 

$

1.68

 

 

(1)

Adjustments are net of the annual estimated income 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: 13% in 2016 and 18% in 2015 for the net non-operating foreign currency (gain) loss; 42% in 2016 and 40% in 2015 for debt modification costs; 41% in 2016 for (gain) loss on other investments, net; 15% in 2016 and 29% in 2015 for the equity method investment loss; 26% in 2016 and 29% in 2015 for the amortization of acquisition related intangibles; 33% in 2016 for business transformation costs; 40% in 2016 and 26% in 2015 for the impact of the deferred revenue fair value adjustment; 41% in 2016 for acquisition related costs; 30% in 2016 and 31% in 2015 for restructuring costs; and 39% in 2016 and 38% in 2015 for share-based compensation.

 

(2)

In the three months ended June 30, 2016, the discrete tax benefit related to a $0.5 million release of valuation allowance and $0.3 million from state tax law changes. In the six months ended June 30, 2016, these amounts were more than offset by discrete tax expense of $0.8 million from changes in tax planning strategies and a $0.4 million increase in reserves for uncertain tax positions. In the three and six months ended June 30, 2015, the discrete tax benefit related to $4.6 million from research and development credits and domestic manufacturing deductions claimed in 2015 affecting prior year tax returns and $1.9 million related to a change in an election to claim foreign tax credits that were previously taken as deductions. In addition, there was $0.6 million and $1.2 million related to changes in tax planning strategies in the three and six months ended June 30, 2015, respectively.


CEB Inc.

Reconciliation of Non-GAAP Financial Measures (Continued)

 

Adjusted Effective Tax Rate

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Effective tax rate

 

 

27.6

%

 

 

2.9

%

 

 

37.8

%

 

 

23.3

%

Effect on tax rate of discrete items

 

 

1.6

%

 

 

15.0

%

 

 

(0.5

)%

 

 

8.7

%

Effect on tax rate of non-GAAP adjustments using statutory rates

 

 

6.0

%

 

 

13.1

%

 

 

(3.7

)%

 

 

3.8

%

Adjusted effective tax rate

 

 

35.2

%

 

 

31.0

%

 

 

33.6

%

 

 

35.8

%

 

Constant Currency

 

 

 

Three Months Ended June 30, 2016

 

 

Six Months Ended June 30, 2016

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Adjusted revenue

 

$

200,739

 

 

$

50,408

 

 

$

251,147

 

 

$

379,490

 

 

$

95,629

 

 

$

475,119

 

Currency exchange rate fluctuations

 

 

644

 

 

 

1,509

 

 

 

2,153

 

 

 

2,068

 

 

 

3,543

 

 

 

5,611

 

Constant currency Adjusted revenue

 

$

201,383

 

 

$

51,917

 

 

$

253,300

 

 

$

381,558

 

 

$

99,172

 

 

$

480,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) from prior year

 

 

10.8

%

 

 

2.0

%

 

 

8.9

%

 

 

7.6

%

 

 

(0.8

)%

 

 

5.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2016

 

 

Six Months Ended June 30, 2016

 

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

 

CEB

 

 

CEB Talent

Assessment

 

 

Total

 

Adjusted EBITDA

 

$

54,069

 

 

$

10,446

 

 

$

64,515

 

 

$

98,587

 

 

$

18,886

 

 

$

117,473

 

Currency exchange rate fluctuations

 

 

(873

)

 

 

117

 

 

 

(756

)

 

 

(1,172

)

 

 

613

 

 

 

(559

)

Constant currency Adjusted EBITDA

 

$

53,196

 

 

$

10,563

 

 

$

63,759

 

 

$

97,415

 

 

$

19,499

 

 

$

116,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) from prior year

 

 

6.9

%

 

 

(0.1

)%

 

 

5.6

%

 

 

3.5

%

 

 

0.8

%

 

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Constant currency Adjusted EBITDA margin

 

 

26.4

%

 

 

20.3

%

 

 

25.2

%

 

 

25.5

%

 

 

19.7

%

 

 

24.3

%