##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 000-24799
 THE CORPORATE EXECUTIVE BOARD COMPANY
  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
 Not applicable
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ




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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
 INDEX TO FORM 10-Q
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21Exhibit 31.1Exhibit 31.2Exhibit 32.1
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 THE CORPORATE EXECUTIVE BOARD COMPANY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share amounts)
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    14,713
    
    
    $
    16,214Marketable securities
    
    
    19,955
    
    
    
    13,545Membership fees receivable, net
    
    
    68,774
    
    
    
    127,007Deferred income taxes, net
    
    
    10,259
    
    
    
    12,459Deferred incentive compensation
    
    
    8,665
    
    
    
    12,621Prepaid expenses and other current assets
    
    
    10,361
    
    
    
    9,140Total current assets
    
    
    132,727
    
    
    
    190,986Deferred income taxes, net
    
    
    39,342
    
    
    
    41,427Marketable securities
    
    
    26,080
    
    
    
    46,344Property and equipment, net
    
    
    91,884
    
    
    
    109,133Goodwill
    
    
    26,536
    
    
    
    26,392Intangible assets, net
    
    
    13,545
    
    
    
    17,266Other non-current assets
    
    
    21,484
    
    
    
    14,644Total assets
    
    $
    351,598
    
    
    $
    446,192Liabilities and stockholders equityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    38,907
    
    
    $
    66,178Accrued incentive compensation
    
    
    19,983
    
    
    
    25,145Deferred revenues
    
    
    180,424
    
    
    
    264,253Total current liabilities
    
    
    239,314
    
    
    
    355,576Other liabilities
    
    
    69,256
    
    
    
    68,007Total liabilities
    
    
    308,570
    
    
    
    423,583Stockholders equity:Common stock, par value $0.01; 100,000,000 shares
authorized, 43,306,660 and 43,205,367 shares
issued, and 34,140,307 and 34,043,752 shares
outstanding at September 30, 2009 and December
31, 2008, respectively
    
    
    433
    
    
    
    432Additional paid-in capital
    
    
    404,444
    
    
    
    395,434Retained earnings
    
    
    264,697
    
    
    
    254,285Accumulated elements of other comprehensive income
    
    
    1,132
    
    
    
    55Treasury stock, at cost, 9,166,353 and 9,161,615
shares at September 30, 2009 and December 31,
2008, respectively
    
    
    (627,678
    )
    
    
    (627,597
    )Total stockholders equity
    
    
    43,028
    
    
    
    22,609Total liabilities and stockholders equity
    
    $
    351,598
    
    
    $
    446,192
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THE CORPORATE EXECUTIVE BOARD COMPANY
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share amounts)  (Unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    106,819
    
    
    $
    142,409
    
    
    $
    334,954
    
    
    $
    421,605Costs and expenses:Cost of services
    
    
    34,384
    
    
    
    44,830
    
    
    
    110,612
    
    
    
    137,314Member relations and marketing
    
    
    29,389
    
    
    
    39,972
    
    
    
    95,928
    
    
    
    123,418General and administrative
    
    
    13,687
    
    
    
    16,795
    
    
    
    44,314
    
    
    
    59,887Depreciation and amortization
    
    
    5,113
    
    
    
    5,021
    
    
    
    17,349
    
    
    
    15,766Costs associated with exit activities
    
    
    
    
    
    
    
    
    
    
    11,518
    
    
    
    Restructuring costs
    
    
    2,327
    
    
    
    
    
    
    
    7,515
    
    
    
    Total costs and expenses
    
    
    84,900
    
    
    
    106,618
    
    
    
    287,236
    
    
    
    336,385Income from operations
    
    
    21,919
    
    
    
    35,791
    
    
    
    47,718
    
    
    
    85,220Other income, net
    
    
    827
    
    
    
    (3,889
    )
    
    
    5,061
    
    
    
    (2,250
    )Income before provision for income taxes
    
    
    22,746
    
    
    
    31,902
    
    
    
    52,779
    
    
    
    82,970Provision for income taxes
    
    
    8,569
    
    
    
    11,900
    
    
    
    20,584
    
    
    
    32,327Net income
    
    $
    14,177
    
    
    $
    20,002
    
    
    $
    32,195
    
    
    $
    50,643Earnings per share:Basic
    
    $
    0.42
    
    
    $
    0.59
    
    
    $
    0.94
    
    
    $
    1.48Diluted
    
    $
    0.41
    
    
    $
    0.59
    
    
    $
    0.94
    
    
    $
    1.47Dividends per share
    
    $
    0.10
    
    
    $
    0.44
    
    
    $
    0.64
    
    
    $
    1.32Weighted average shares outstanding:Basic
    
    
    34,133
    
    
    
    34,022
    
    
    
    34,099
    
    
    
    34,253Diluted
    
    
    34,356
    
    
    
    34,117
    
    
    
    34,248
    
    
    
    34,374
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THE CORPORATE EXECUTIVE BOARD COMPANY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)  (Unaudited)
 Nine months endedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    32,195
    
    
    $
    50,643Adjustments to reconcile net income to net cash flows provided by operating activities:Costs associated with exit activities
    
    
    11,518
    
    
    
    Depreciation and amortization
    
    
    17,349
    
    
    
    15,766Share-based compensation
    
    
    8,406
    
    
    
    9,681Deferred income taxes
    
    
    1,583
    
    
    
    (2,598
    )Amortization of marketable securities premiums, net
    
    
    518
    
    
    
    533Changes in operating assets and liabilities:Membership fees receivable, net
    
    
    58,233
    
    
    
    75,116Deferred incentive compensation
    
    
    3,956
    
    
    
    4,053Prepaid expenses and other current assets
    
    
    (1,221
    )
    
    
    2,385Other non-current assets
    
    
    (6,840
    )
    
    
    4,659Accounts payable and accrued liabilities
    
    
    (27,235
    )
    
    
    (16,760
    )Accrued incentive compensation
    
    
    (5,162
    )
    
    
    (9,617
    )Deferred revenues
    
    
    (83,829
    )
    
    
    (77,118
    )Other liabilities
    
    
    2,022
    
    
    
    10,014Net cash flows provided by operating activities
    
    
    11,493
    
    
    
    66,757Cash flows from investing activities:Purchases of property and equipment, net
    
    
    (4,864
    )
    
    
    (38,141
    )Acquisition of business
    
    
    (168
    )
    
    
    Sales and maturities of marketable securities, net
    
    
    13,303
    
    
    
    20,810Net cash flows provided by (used in) investing activities
    
    
    8,271
    
    
    
    (17,331
    )Cash flows from financing activities:Proceeds from the exercise of common stock options
    
    
    
    
    
    
    100Proceeds from the issuance of common stock under the employee stock purchase plan
    
    
    602
    
    
    
    1,133Purchase of treasury shares
    
    
    (81
    )
    
    
    (41,840
    )Payment of dividends
    
    
    (21,786
    )
    
    
    (44,972
    )Net cash flows used in financing activities
    
    
    (21,265
    )
    
    
    (85,579
    )Net decrease in cash and cash equivalents
    
    
    (1,501
    )
    
    
    (36,153
    )Cash and cash equivalents, beginning of period
    
    
    16,214
    
    
    
    47,585Cash and cash equivalents, end of period
    
    $
    14,713
    
    
    $
    11,432
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THE CORPORATE EXECUTIVE BOARD COMPANY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Description of operations
  Note 2. Basis of presentation
   Note 3. Recent accounting pronouncements
 Recently adopted
     6




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Not yet adopted
  Note 4. Fair value
 Measurements
  
    
    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.
 7




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##### Table of Contents



Fair Valueas of
    
    Fair Value Measurements atSeptember 30,
    
    Reporting Date Using2009
    
    Level 1
    
    Level 2
    
    Level 3AssetsCash and cash equivalents
    
    $
    14,713
    
    
    $
    14,713
    
    
    $
    
    
    
    $
    Available-for-sale marketable securities
    
    
    46,035
    
    
    
    46,035
    
    
    
    
    
    
    
    Variable insurance products held in a Rabbi Trust
    
    
    13,205
    
    
    
    
    
    
    
    13,205
    
    
    
    LiabilitiesForward currency contracts
    
    $
    16
    
    
    $
    
    
    
    $
    16
    
    
    $
    
   Note 5. Marketable securities
  September 30, 2009Gross
    
    
    GrossMarket
    
    
    Amortized
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Cost
    
    
    Gains
    
    
    LossesU.S. Treasury notes
    
    $
    12,794
    
    
    $
    12,624
    
    
    $
    170
    
    
    $
    Washington D.C. tax exempt bonds
    
    
    33,241
    
    
    
    31,659
    
    
    
    1,582
    
    
    
    Total marketable securities
    
    $
    46,035
    
    
    $
    44,283
    
    
    $
    1,752
    
    
    $
    
 December 31, 2008Gross
    
    
    GrossMarket
    
    
    Amortized
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Cost
    
    
    Gains
    
    
    LossesU.S. Treasury notes
    
    $
    25,845
    
    
    $
    25,365
    
    
    $
    480
    
    
    $
    Washington D.C. tax exempt bonds
    
    
    34,044
    
    
    
    32,739
    
    
    
    1,383
    
    
    
    78Total marketable securities
    
    $
    59,889
    
    
    $
    58,104
    
    
    $
    1,863
    
    
    $
    78
  September 30, 2009Fair Market
    
    
    AmortizedValue
    
    
    CostLess than one year
    
    $
    19,955
    
    
    $
    19,636Matures in 1 to 5 years
    
    
    24,075
    
    
    
    22,647Matures in 6 to 10 years
    
    
    2,005
    
    
    
    2,000Total marketable securities
    
    $
    46,035
    
    
    $
    44,283
 8




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Note 6. Other liabilities
  September 30,
    
    
    December 31,2009
    
    
    2008Deferred compensation
    
    $
    7,981
    
    
    $
    7,256Lease incentives
    
    
    34,081
    
    
    
    35,558Deferred rent benefit  long term
    
    
    18,414
    
    
    
    17,148Other
    
    
    8,780
    
    
    
    8,045Total other liabilities
    
    $
    69,256
    
    
    $
    68,007
 Note 7. Stockholders equity and share-based compensation
 Share-based compensation
    Share repurchases
  Dividends
  December 30, 2009
 9




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Note 8. Derivative instruments and hedging activities
  December
31, 2008
  Balance Sheet Location
    
    September 30, 2009
    
    December 31, 2008LiabilityAccounts payable and accrued liabilities
    
    $
    16
    
    
    $
    4,057
  Amount of (Loss) Gain
    
    
    
    
    Amount of Gain (Loss)Recognized in OCI
    
    
    
    
    Reclassified fromon Derivative
    
    
    
    
    Accumulated OCI(Effective portion)
    
    
    
    
    into Income (Effectiveportion)Location of LossThree months
    
    
    
    
    
    
    Reclassified from
    
    Three months
    
    
    Nine monthsended
    
    
    Nine months
    
    
    Accumulated OCI into
    
    ended
    
    
    endedDerivatives in FAS No. 133 cash flow
    
    September 30,
    
    
    ended September
    
    
    Income (Effective
    
    September 30,
    
    
    September 30,hedging relationships
    
    2009
    
    
    30, 2009
    
    
    portion)
    
    2009
    
    
    2009Forward currency contracts:
    
    $
    (74
    )
    
    $
    285
    
    
    Cost of services
    
    $
    63
    
    
    $
    (969
    )Member relations and marketing
    
    
    136
    
    
    
    (780
    )General & Administrative
    
    
    27
    
    
    
    (401
    )$
    226
    
    
    $
    (2,150
    )
  Note 9. Costs associated with exit activities
  Note 10. Restructuring costs
  10




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2008
    
    
    2009Plan
    
    
    PlanBalance at December 31, 2008
    
    $
    7,607
    
    
    $
    Costs incurred
    
    
    944
    
    
    
    Cash payments
    
    
    (3,062
    )
    
    
    Balance at March 31, 2009
    
    
    5,489
    
    
    
    Costs incurred
    
    
    113
    
    
    
    4,922Cash payments
    
    
    (2,272
    )
    
    
    (100
    )Change in estimate
    
    
    (791
    )
    
    
    Balance at June 30, 2009
    
    
    2,539
    
    
    
    4,822Costs incurred
    
    
    93
    
    
    
    2,623Cash payments
    
    
    (1,254
    )
    
    
    (2,993
    )Change in estimate
    
    
    (345
    )
    
    
    (44
    )Balance at September 30, 2009
    
    $
    1,033
    
    
    $
    4,408
  Note 11. Other income, net
  Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    325
    
    
    $
    896
    
    
    $
    1,398
    
    
    $
    3,594Foreign currency (loss) gain
    
    
    (916
    )
    
    
    (1,558
    )
    
    
    1,065
    
    
    
    (1,558
    )Increase (decrease) in fair value
of deferred compensation plan
assets
    
    
    1,418
    
    
    
    (1,427
    )
    
    
    2,221
    
    
    
    (2,486
    )Write-down of cost method investment
    
    
    
    
    
    
    (1,800
    )
    
    
    
    
    
    
    (1,800
    )Other
    
    
    
    
    
    
    
    
    
    
    377
    
    
    
    $
    827
    
    
    $
    (3,889
    )
    
    $
    5,061
    
    
    $
    (2,250
    )
 Note 12. Income taxes
   11




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Note 13. Earnings per share
   Three months ended September 30,
    
    Nine months ended September 30,2009
    
    2008
    
    2009
    
    2008Basic weighted average common shares outstanding
    
    
    34,133
    
    
    
    34,022
    
    
    
    34,099
    
    
    
    34,253Effect of dilutive common shares outstanding
    
    
    223
    
    
    
    95
    
    
    
    149
    
    
    
    121Diluted weighted average common shares outstanding
    
    
    34,356
    
    
    
    34,117
    
    
    
    34,248
    
    
    
    34,374
  Note 14. Comprehensive income
  Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    14,177
    
    
    $
    20,002
    
    
    $
    32,195
    
    
    $
    50,643Unrealized gains (losses) of marketable securities, net of tax
    
    
    26
    
    
    
    (9
    )
    
    
    (15
    )
    
    
    41Unrealized (losses) gains on forward contracts, net of tax
    
    
    (211
    )
    
    
    (1,295
    )
    
    
    1,320
    
    
    
    (803
    )Change in cumulative translation adjustment
    
    
    105
    
    
    
    
    
    
    
    (228
    )
    
    
    Total comprehensive income
    
    $
    14,097
    
    
    $
    18,698
    
    
    $
    33,272
    
    
    $
    49,881
  Note 15. Commitments and contingencies
 Operating leases
  Payments due and sublease receipts (in thousands) at September 30, 2009Total
    
    
    YE 2009
    
    
    YE 2010
    
    
    YE 2011
    
    
    YE 2012
    
    
    YE 2013
    
    
    ThereafterOperating lease obligations
    
    $
    636,342
    
    
    $
    8,519
    
    
    $
    34,438
    
    
    $
    34,448
    
    
    $
    34,639
    
    
    $
    34,695
    
    
    $
    489,603Subleases receipts
    
    
    106,408
    
    
    
    2,229
    
    
    
    9,009
    
    
    
    9,112
    
    
    
    9,157
    
    
    
    9,394
    
    
    
    67,507Total net lease obligations
    
    $
    529,934
    
    
    $
    6,290
    
    
    $
    25,429
    
    
    $
    25,336
    
    
    $
    25,482
    
    
    $
    25,301
    
    
    $
    422,096
 12




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Other
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Executive Overview
      13




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General
   
    
    Cost of services, which represents the costs associated with the production and delivery of
our products and services, consisting of compensation, including share-based compensation, for
research personnel and in-house faculty; the organization and delivery of membership meetings,
seminars, and other events; production of published materials, costs of developing and
supporting our membership web platform and digital delivery of products and services; and
associated support services.
    
    Member relations and marketing, which represents the costs of acquiring new members and the
costs of servicing and renewing existing members, consisting of compensation, including sales
commissions and share-based compensation; travel; 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 (CRM).
    
    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.
    
    Depreciation and amortization, consisting of depreciation of our property and equipment,
including leasehold improvements, furniture, fixtures and equipment, capitalized software and
web site development costs and the amortization of intangible assets.
   Critical Accounting Policies
  Recent Accounting Pronouncements
  14




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Results of Operations
 Three and Nine Months Ended September 30, 2009 and 2008
 Contract Value
  Revenues
  Costs and expenses
   Three months ended September 30,
    
    Nine months ended September 30,2009
    
    2008
    
    2009
    
    2008Costs and expenses:Cost of services
    
    
    32.2
    
    
    
    31.5
    
    
    
    33.0
    
    
    
    32.6Member relations and marketing
    
    
    27.5
    
    
    
    28.1
    
    
    
    28.6
    
    
    
    29.3General and administrative
    
    
    12.8
    
    
    
    11.8
    
    
    
    13.2
    
    
    
    14.2Depreciation and amortization
    
    
    4.8
    
    
    
    3.5
    
    
    
    5.2
    
    
    
    3.7Costs associated with exit activities
    
    
    
    
    
    
    
    
    
    
    3.4
    
    
    
    Restructuring costs
    
    
    2.2
    
    
    
    
    
    
    
    2.2
    
    
    
    Total costs and expenses
    
    
    79.5
    
    
    
    74.9
    
    
    
    85.7
    
    
    
    79.8
    15




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Cost of services
   Member relations and marketing
   General and administrative
   Depreciation and amortization
   16




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Costs associated with exit activities
   Restructuring costs
  Other income, net
   Provision for income taxes
  Liquidity and Capital Resources
  Cash flows from operating activities
  17




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Cash flows from investing activities
    Cash flows from financing activities
   Commitments and contingencies
   Contractual obligations
  Off-Balance Sheet Arrangements
  Toolbox.com
  18




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Forward-looking statements
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  19




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Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Issuer Purchases of Equity Securities
 Total Number ofShares
    
    
    Approximate $Average
    
    
    Purchased as
    
    
    Value of SharesTotal
    
    
    Price
    
    
    Part of a
    
    
    That May Yet BeNumber of
    
    
    Paid Per
    
    
    Publicly
    
    
    PurchasedShares Purchased
    
    
    Share
    
    
    Announced Plan
    
    
    Under the PlansJuly 1, 2009 to July 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    22,322,238August 1, 2009 to August 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,322,238September 1, 2009 to September 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,322,238Total
    
    
    
    
    
    $
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  20




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Item 5. Other Information.
  
 Item 6. Exhibits.
  Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer pursuant to
Rule 13a  14(a) of the Securities Exchange Act of 1934,
as amended31.2
    
    Certification of the Chief Financial Officer pursuant to
Rule 13a  14(a) of the Securities Exchange Act of 1934,
as amended32.1
    
    Certifications pursuant to 18 U.S.C. Section 1350
 21




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SIGNATURES
  THE CORPORATE EXECUTIVE BOARD COMPANY
(Registrant)Date: November 9, 2009
    By:
    /s/ Richard S. LindahlRichard S. LindahlChief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) 22




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a  14(a) of the
Securities Exchange Act of 1934, as amended31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a  14(a) of the
Securities Exchange Act of 1934, as amended32.1
    
    Certifications pursuant to 18 U.S.C. Section 1350