Item 2.05. Costs Associated with Exit or Disposal Activities.
On June 10, 2009, The Corporate Executive Board Company (the "Company") entered
into a sublease agreement with Deloitte LLP ("Deloitte") for 171,591 square feet
in the Company's headquarters facility in Arlington, Virginia. In addition, the
Company recently ceased using a portion of existing leased office space at two
other facilities and is attempting to sublease the unused portions. The Company
expects that these actions will reduce rent expense by approximately $4 million
for the six months ended December 31, 2009 and approximately $9 million in 2010.
These actions advance the Company's ongoing transition to an integrated account
management model, which has reduced the future need for space in the
headquarters and other existing facilities as the Company moves sales and
service staff closer to members. In addition, these actions represent another
step in the Company's efforts to align operating expenses more closely with the
Company's outlook, in light of economic conditions, and to redirect resources to
areas with a greater potential for future growth.
Total sublease payments, including escalations, over the noncancelable 12 year
term will be approximately $100 million. The sublease agreement contains a
one-time expansion right for an additional floor in the fifth year and a renewal
option to extend the sublease for the remainder of the Company's existing lease
through January 2028. Deloitte will be required to pay its pro rata portion of
any increases in building operating expenses and real estate taxes in excess of
the 2010 base year.
The Company expects to incur a total pre-tax charge of approximately $11 million
to $13 million, substantially all of which is non-cash, in the second quarter of
2009 primarily related to the impairment of leasehold improvements and
furniture, fixtures and equipment at the Company's headquarters. The Company
believes existing facilities will be adequate for its current needs, and
additional facilities are available for lease at advantageous terms to meet any
future needs.
Item 2.06. Material Impairments.
The discussion above under Item 2.05 regarding the impairment of the Company's
leasehold improvements and furniture, fixtures, and equipment is hereby
incorporated by reference in response to this Item 2.06.
Forward-Looking Statements. This report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All
such forward-looking statements are based on management's beliefs, current
expectations, and information currently available to management. Forward-looking
statements in this report include those concerning the expected amount of the
reduction in the Company's future rent expense, the expected amount of the
non-cash impairment charge, and our beliefs about the adequacy of our existing
facilities and the availability of any need for future facilities. Factors that
could cause actual results to differ materially from those indicated by
forward-looking statements include, among others, our ability to sublease the
unused office space, future volatility in the real estate market, additional
changes in our needs for office space and general economic conditions.
Additional factors that could cause future results to differ materially from
those described in the forward-looking statements can be found in the Company's
reports filed with the Securities and Exchange Commission, especially on Forms
10-K/A, 10-Q and 8-K. The Company undertakes no obligation, other than as
required by law, to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.