Corporate Executive Board : CEB Reports Third Quarter Results and Updates 2014 Guidance

The Corporate Executive Board Company (“CEB” or the “Company”) (NYSE: CEB) today announced financial results for the third quarter and nine months ended September 30, 2014. Revenue increased 13.5% to $229.0 million in the third quarter of 2014 from $201.7 million in the third quarter of 2013. Net income in the third quarter of 2014 was $21.4 million, or $0.63 per diluted share, compared to a $5.4 million loss, or ($0.16) per diluted share, in the same period of 2013. Included in net income for the third quarter of 2014 were $6.0 million net non-operating foreign currency gains. Included in the net loss for the third quarter of 2013 was a $22.6 million goodwill impairment loss for Personnel Decision Research Institutes, Inc. (“PDRI”), $6.7 million of pre-tax debt extinguishment costs associated with the refinancing of the Company’s senior secured credit facilities in August 2013, and $2.6 million of net non-operating foreign currency losses. Adjusted net income was $35.8 million and Non-GAAP diluted earnings per share were $1.05 in the third quarter of 2014 compared to $29.1 million and $0.86 in the same period of 2013, respectively.

In the first nine months of 2014, revenue was $668.9 million, a 12.1% increase from $596.6 million in the first nine months of 2013. Net income in the first nine months of 2014 was $22.6 million, or $0.66 per diluted share, compared to $19.4 million, or $0.57 per diluted share, in the same period of 2013. Included in net income for the first nine months of 2014 was a $39.7 million pre-tax impairment loss associated with nondeductible intangible assets and goodwill of PDRI, a $6.6 million pre-tax gain related to a cost method investment, and $2.8 million of net non-operating foreign currency gains. Included in the net loss for the first nine months of 2013 were the PDRI goodwill impairment loss and debt extinguishment costs described above and $2.6 million of net non-operating foreign currency losses. Adjusted net income was $79.7 million and Non-GAAP diluted earnings per share were $2.33 in the first nine months of 2014 compared to $76.6 million and $2.26 in the same period of 2013, respectively.

“During the third quarter we saw solid performance in all of our markets and businesses,” said Tom Monahan, Chairman and CEO. “Our current momentum sustains our revenue outlook, and we are raising our profit expectations for the year. With leverage now in our target range, we also continued to ramp into a programmatic approach to stock repurchase to complement our healthy dividend. Most importantly, our teams are well-positioned to drive strong outcomes as we enter our vital fourth-quarter selling season.”

OUTLOOK FOR 2014

The Company updates its 2014 annual guidance as follows: Adjusted revenue of $915 to $925 million, revenue of $909 to $919 million, capital expenditures of approximately $35 million, Non-GAAP diluted earnings per share of $3.25 to $3.45, an Adjusted EBITDA margin between 24.75% and 25.25%, acquisition related costs of $3 million and depreciation and amortization expense of $69 to $71 million. Adjusted revenue refers to revenue before the impact of the reduction of the revenue of SHL Talent Measurement™ and KnowledgeAdvisors recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the acquisition dates to fair value. The estimated reduction in 2014 revenue to reflect the impact of the deferred revenue fair value adjustment is approximately $6 million.

SEGMENT HIGHLIGHTS

The CEB segment includes the historical CEB products and services provided to senior executives and their teams to drive corporate performance. In addition, the CEB segment includes the previously disclosed acquisitions in February 2014 of Talent Neuron, a provider of market intelligence technology tools based on large-scale data analytics, and KnowledgeAdvisors, a provider of analytics solutions for talent development professionals. The 2014 financial results only include the results of operations of Talent Neuron and KnowledgeAdvisors from their respective dates of acquisition. The SHL Talent Measurement segment includes the SHL products and services of cloud-based solutions for talent assessment and talent mobility, as well as professional services that support those solutions. PDRI, a subsidiary acquired as part of the SHL acquisition, is included in the CEB segment. PDRI provides customized personnel assessment and performance management tools and services primarily to various agencies of the US government and also to commercial enterprises.

CEB Segment

Revenue increased in the third quarter of 2014 to $179.1 million from $158.7 million in the same period of 2013. Adjusted revenue increased 13.5% in the third quarter of 2014 to $180.1 million from $158.7 million in the same period of 2013. Adjusted EBITDA in the third quarter of 2014 was $56.3 million compared to $45.0 million in the same period of 2013. Adjusted EBITDA margin in the third quarter of 2014 was 31.3% of segment Adjusted revenue compared to 28.4% in the third quarter of 2013.

Revenue increased in the first nine months of 2014 to $515.2 million from $463.7 million in the same period of 2013. Adjusted revenue increased 11.7% in the first nine months of 2014 to $518.1 million from $463.7 million in the same period of 2013. Adjusted EBITDA in the first nine months of 2014 was $136.3 million compared to $124.9 million in the same period of 2013. Adjusted EBITDA margin in the first nine months of 2014 was 26.3% of segment Adjusted revenue compared to 26.9% in the first nine months of 2013.

Contract Value at September 30, 2014 increased 12.3% to $646.7 million compared to $575.9 million at September 30, 2013. Wallet retention rate at September 30, 2014 was 99% compared to 98% at September 30, 2013. Contract Value per member institution increased 1.6% at September 30, 2014 to $94,267 from $92,792 at September 30, 2013.

SHL Talent Measurement Segment

Revenue increased in the third quarter of 2014 to $49.9 million from $43.0 million in the same period of 2013. Adjusted revenue increased 13.9% in the third quarter of 2014 to $50.6 million from $44.4 million in the same period of 2013. Adjusted EBITDA in the third quarter of 2014 was $10.2 million compared to $5.1 million in the same period of 2013. Adjusted EBITDA margin in the third quarter of 2014 was 20.1% of segment Adjusted revenue compared to 11.5% in the third quarter of 2013.

Revenue increased in the first nine months of 2014 to $153.7 million from $133.0 million in the same period of 2013. Adjusted revenue increased 9.9% in the first nine months of 2014 to $155.7 million from $141.8 million in the same period of 2013. Adjusted EBITDA in the first nine months of 2014 was $25.3 million compared to $23.5 million in the same period of 2013. Adjusted EBITDA margin in the first nine months of 2014 was 16.2% of segment Adjusted revenue compared to 16.6% in the first nine months of 2013.

Wallet retention rate at September 30, 2014 was 106% compared to 97% at September 30, 2013. Unlike CEB members, a majority of SHL Talent Measurement customers do not typically enter into contracts for fixed periods, so Contract Value is not a relevant operating statistic for the segment.

SHARE REPURCHASE

In the third quarter of 2014, the Company repurchased approximately 176,000 shares of its common stock at a total cost of $11.5 million. These purchases were made pursuant to the Company’s existing stock repurchase authorization which expires on 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 CEB’s management, in its discretion, and will depend upon market conditions and other factors. The purchases will be funded using the Company’s 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 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 results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The term “Adjusted revenue” refers to revenue before the impact of the reduction of SHL and KnowledgeAdvisors revenue recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the acquisition date to fair value (the “deferred revenue fair value adjustment”).

The term “Adjusted EBITDA” refers to net income (loss) before loss from discontinued operations, net of provision for income taxes; provision for income taxes; interest expense, net; gain on cost method investment; depreciation and amortization; the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; debt extinguishment 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 (loss) 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; impairment loss; gain on cost method investment; share-based compensation; debt extinguishment costs; 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 (loss) 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; impairment loss; gain on cost method investment; share-based compensation; debt extinguishment costs; 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 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 operating 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.
• Share-based compensation: Although share-based compensation is a key incentive offered to our employees, we evaluate our operating results excluding such expense. Accordingly, we exclude share-based compensation from our non-GAAP financial measures because we believe it provides valuable supplemental information that helps investors have a more complete understanding of our operating results. In addition, 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, subjective assumptions, and the variety and amount of award types that may be utilized.
• Impairment loss, gain on cost method investment, and debt extinguishment costs: 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.

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 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. 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 updated 2014 annual 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 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 Talent Measurement 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 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, 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, 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, the US economy, and possible volatility of our stock price. Various 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 2013 Annual Report on Form 10-K filed on March 3, 2014. The forward-looking statements in this press release are made as of October 28, 2014, 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, the leading member-based advisory company, equips more than 10,000 organizations around the globe with insights, tools and actionable solutions to transform enterprise performance. By combining advanced research and analytics with best practices from member companies, CEB helps leaders realize outsized returns by more effectively managing talent, information, customers and risk. Member companies include nearly 90% of the Fortune 500, more than 75% of the Dow Jones Asian Titans, and 85% of the FTSE 100. More at www.cebglobal.com.