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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 24, 2009
Navigant Consulting, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Other Jurisdiction of Incorporation)
001-12173 Commission File Number
36-4094854 (IRS Employer Identification No.)
30 S. Wacker, Suite 3550, Chicago, IL 60606 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone number, including area code (312) 573-5600 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240 13e-4(c))
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Item 2.02 Results of Operations and Financial Condition Navigant Consulting, Inc. issued a press release dated February 24, 2009 announcing the results for the fourth quarter and full year ended December 31, 2008. The press release is attached hereto as Exhibit 99.1. Item 7.01 Regulation FD Disclosure On February 24, 2009, Navigant Consulting, Inc. posted the Metrics Summary of Navigant Consulting, Inc. The Metrics Summary is attached hereto as Exhibit 99.2. Item 9.01 Financial Statements and Exhibits 99.1 Press Release dated February 24, 2009. 99.2 Metrics Summary of Navigant Consulting, Inc.
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SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Navigant Consulting, Inc. Date: February 24, 2009 By: /s/ Thomas A. Nardi Name: Thomas A. Nardi Title: Executive Vice President and Chief Financial Officer
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Exhibit Index 99.1
Press Release dated February 24, 2009.
99.2
Metrics Summary of Navigant Consulting, Inc.
Exhibit 99.1 (NAVIGANT CONSULTING LOGO)
For more information contact: Jennifer Moreno Executive Director, Investor Relations 312.573.5634
[email protected] NAVIGANT CONSULTING, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2008 RESULTS •
2008 revenues increased 6% year over year to a record $811 million; fourth quarter 2008 revenues decreased 5% year over year to $194 million.
•
2008 earnings per share increased 26% year over year to $0.83 per share; fourth quarter 2008 earnings per share increased 77% year over year to $0.23 per share.
•
2008 EBITDA increased 17% year over year to $125 million; fourth quarter 2008 EBITDA increased 27% year over year to $33 million.
•
Debt outstanding decreased by $24 million in 2008 to $232 million (39% of capitalization).
•
Earnings per share growth targeted for 2009.
CHICAGO, February 24, 2009 — Navigant Consulting, Inc. (NYSE:NCI), a global consulting firm providing dispute, investigative, operational, risk management and financial and regulatory advisory solutions, today announced financial results for the fourth quarter and full year ended December 31, 2008. “We are pleased with our fourth quarter and full year 2008 performance,” stated William M. Goodyear, Chairman and Chief Executive Officer. “2008 revenue and earnings were up nicely and cash flow was strong. The Company’s liquidity improved and our balance sheet strengthened in what emerged as an increasingly challenging economic environment in the second half of 2008.” Mr. Goodyear continued, “During 2008 we had a series of important accomplishments that will serve the Company well in 2009 and beyond. We carved out ‘domain excellence’ in the exploding credit crisis litigation space. Both our Healthcare and Energy teams had record years and are positioned to benefit from the recently passed Federal stimulus packages. We successfully integrated our 2007 U.K. investments and acquired the strategically important Chicago Partners economic consulting business. Overall, these achievements helped offset softness in the parts of our business impacted by the economic slowdown.” Fourth Quarter and Full Year 2008 Results The Company’s fourth quarter and full year 2008 financial results are summarized as follows:
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Total Company Fourth Quarter and Full Year 2008 Financial Results (1)
Total Revenues ($000) Adjusted EBITDA ($000) EBITDA ($000) Earnings Per Share Adjusted Earnings Per Share Average Billable FTEs End of Period Billable FTEs Consultant Utilization (1,850 base) Average Bill Rate (excluding success fees) DSO (1)
Q4 2008
Q4 2007
% Change
$194,001 $ 32,571 $ 32,503 $ 0.23 $ 0.24 1,940 1,931
$203,288 $ 32,946 $ 25,683 $ 0.13 $ 0.22 1,985 1,944
-4.6% -1.1% 26.6% 76.9% 9.1% -2.3% -0.7%
77% 257 73
78% 240 77
-1.3% 7.1% -5.2%
2008
2007
$810,640 $127,649 $124,976 $ 0.83 $ 0.89 1,926 1,931
$767,058 $118,776 $106,939 $ 0.66 $ 0.80 1,962 1,944
79% 260 73
77% 236 77
% Change
5.7% 7.5% 16.9% 25.8% 11.3% -1.8% -0.7% 2.6% 10.2% -5.2%
See the attached financial schedules for a reconciliation of Adjusted EBITDA and Adjusted Earnings per Share to the closest GAAP measure.
Navigant’s 2008 revenues increased 6% due to overall utilization and bill rate increases as well as the May 2008 acquisition of Chicago Partners. Although these positives were partially offset by currency exchange rate impacts, full year 2008 segment operating profits increased in every segment while EBITDA, operating income and net income as a percentage of revenues all increased over 2007 levels. While fourth quarter 2008 earnings per share increased year over year, revenues decreased modestly as a result of significant adverse currency impacts, lower reimbursements, the weakening economy and the related impact on discretionary consulting spending. Fourth quarter utilization was 77%. DSO improved by four days year over year to 73 days as of December 31, 2008. Lastly, attrition declined in the fourth quarter of 2008 to 19%, down from 22% in the fourth quarter of 2007, marking the fourth consecutive quarter of improvement. Business Segment Highlights Fourth quarter and full year 2008 financial results for the Company’s four business segments are summarized as follows: Business Segment Fourth Quarter and Full Year 2008 Financial Results
Business Segment Revenues ($000) North American Dispute and Investigative Services North American Business Consulting Services International Consulting Operations Economics Consulting Services Total Company Segment Operating Profit ($000) (2) North American Dispute and Investigative Services North American Business Consulting Services International Consulting Operations Economics Consulting Services Total Company (2)
Q4 2008
Q4 2007
% Change
2008
2007
$ 78,790
$ 85,620
$ 84,703
% Change
-8.0%
$338,230
$324,734
4.2%
$ 98,330
-13.9%
$355,991
$379,152
-6.1%
$ 15,804
$ 19,338
-18.3%
$ 79,526
$ 63,172
25.9%
$ 14,704 $194,001
n/a $203,288
n/a -4.6%
$ 36,893 $810,640
n/a $767,058
n/a 5.7%
$ 30,106
$ 32,666
-7.8%
$131,440
$126,529
3.9%
$ 31,695
$ 33,030
-4.0%
$127,065
$123,764
2.7%
$ 3,562
$ 5,878
-39.4%
$ 23,251
$ 22,160
4.9%
$ 5,219 $ 70,582
n/a $ 71,574
n/a -1.4%
$ 14,121 n/a n/a $295,877 $272,453 8.6% For further detail see the Q4 2008 Metrics Datasheet posted at www.navigantconsulting.com/investor_relations.
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2
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Demand in the Company’s North American Disputes and Investigative Services segment remained active throughout 2008, driven by traditional commercial litigation, white collar defense matters, anti money laundering investigations and, increasingly, financial litigation. Fourth quarter 2008 client engagement decisions were impacted by uncertainties in the legal, economic and regulatory environment. The segment’s Construction team performed very well during the fourth quarter 2008, reflecting demand for the Company’s dispute resolution and project risk management services. The environment for these services remains attractive as owners and contractors are under increasing pressure to manage their risks in a challenging global economy. We expect that the infrastructure development and modernization plans in the new stimulus package will create business opportunities in 2009 and beyond. Within Navigant’s North American Business Consulting Services segment, operating profit improved 3% year over year but declined 4% in the fourth quarter of 2008 from the prior year due primarily to weakening discretionary spending in the financial services industry. The firm’s Healthcare team led the segment’s performance for the year and had a strong fourth quarter. While Navigant’s Healthcare provider clients are generally facing the same capital market and economic challenges impacting other sectors, demand for skills in mergers, performance improvement and physician integrations have been driving needs for Navigant’s expertise. The Corporate Finance team had an active year and fourth quarter 2008 with its Financial Institutions Restructuring Solutions Team (FIRST) being engaged on a number of hedge fund assignments which are expected to continue into 2009 as the credit market disruption continues. Lastly, the segment’s Energy group was also a strong performer throughout the year as well as in the fourth quarter. The Company’s International Consulting Operations segment results were impacted significantly by a steep decline in sterling exchange rates. Additionally, as the financial and credit issues facing the U.S. economy continued to expand, Navigant’s European teams servicing the financial services market faced the same pressures and opportunities as the North American teams. Looking forward to 2009, it is expected that opportunities in the public sector and global disputes market will drive performance within the segment. Navigant’s Economics Consulting Services segment (Chicago Partners) performed very well during its eight month tenure with the firm in 2008. The group posted solid results in the fourth quarter of 2008 and continued to lead company utilization figures with a 98% average for the period. The need for Navigant’s economic consulting services has been driven by increasing demand in the structured finance space and ongoing needs for commercial antitrust work. Additionally, requests for Navigant’s services on litigation stemming from terminated mergers and acquisitions have recently been growing. A Company metrics summary including data by segment is available at www.navigantconsulting.com/investor_relations. Board Renews Share Repurchase Authority Navigant Consulting’s Board of Directors authorized the repurchase of up to $100 million of common stock over the next three years in open market or private transactions. Authority to repurchase up to $300 million of common stock was granted by the Board in April of 2007 and expired December 31, 2008. Under that authority, $219 million of common stock was repurchased in fiscal year 2007. Mr. Goodyear commented, “We believe it is prudent to have the Board’s authority in place to repurchase shares given today’s economic climate and amidst ever changing market conditions. Any decision to repurchase shares will be based on factors such as the then current market conditions, investment opportunities, our liquidity position and cash flow outlook.” 3
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2009 Outlook “We are well positioned as we head into the unchartered waters of 2009,” stated Mr. Goodyear. “However, our practices are not immune to the severe challenges of the global marketplace and consequently management is taking a cautious approach to 2009 until there is stabilization in the capital markets and the economy.” The Company is also undertaking several cost control or reduction initiatives designed to protect profitability given the uncertain economy. Actions will include selective staffing reductions, holding base salaries constant and tighter control over discretionary spending. “With our cost reduction actions underway and with expected modest revenue growth, we believe we can grow earnings per share in 2009,” said Mr. Goodyear. Fourth Quarter and Full Year 2008 Earnings Conference Call William Goodyear will host a conference call to discuss the Company’s financial results at 10:00 a.m. Eastern Time on Tuesday, February 24, 2009. The web cast may be accessed at www.navigantconsulting.com/investor_relations. A replay of the web cast will be available for approximately 90 days. About Navigant Consulting Navigant Consulting, Inc. (NYSE: NCI) is a global consulting firm providing dispute, investigative, operational, risk management and financial and regulatory advisory solutions to government agencies, legal counsel and large companies facing the challenges of uncertainty, risk, distress and significant change. The Company focuses on industries undergoing substantial regulatory or structural change and on the issues driving these transformations. “Navigant” is a service mark of Navigant International, Inc. Navigant Consulting, Inc. (NCI) is not affiliated, associated, or in any way connected with Navigant International, Inc. and NCI’s use of “Navigant” is made under license from Navigant International, Inc. More information about Navigant Consulting can be found at www.navigantconsulting.com. Except as set forth below, statements included in this press release which are not historical in nature are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including “anticipates,” “believes,” “intends,” “estimates,” “expects” and similar expressions. These statements are based upon management’s current expectations as of the date of this press release. The Company cautions readers that there may be events in the future that the Company is not able to accurately predict or control and the information contained in the forward-looking statements is inherently uncertain and subject to a number of risks that could cause actual results to differ materially from those indicated in the forward-looking statements including, without limitation: the success of the Company’s organizational changes; risks inherent in international operations including foreign currency fluctuations; ability to make acquisitions; pace, timing and integration of acquisitions; impairment charges; management of professional staff, including dependence on key personnel, recruiting, attrition and the ability to successfully integrate new consultants into the Company’s practices; utilization rates; conflicts of interest; potential loss of clients; clients’ financial condition and their ability to make payments to the Company; risks inherent with litigation; higher risk client assignments; professional liability; potential legislative and regulatory changes; continued access to capital; and general economic conditions. Further information on these and other potential factors that could affect the Company’s financial results is included in the Company’s filings with the SEC under the “Risk Factors” sections and elsewhere in those filings. The Company cannot guarantee any future results, levels of activity, performance or achievement and undertakes no obligation to update any of its forward-looking statements after the date of this press release. ### 4
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NAVIGANT CONSULTING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)
Revenues before reimbursements Reimbursements Total revenues
For th e qu arte r e n de d De ce m be r 31, 2008 2007
For th e ye ar e n de d De ce m be r 31, 2008 2007
$
$
Cost of services before reimbursable expenses Reimbursable expenses Cost of services General and administrative expenses Depreciation Amortization Other operating costs Separation and Severance costs Office consolidation Gain on sale of property Operating income Interest expense, net Other income Income before income tax expense Income tax expense Net income
$
Net income per basic share Net income per diluted share
$ $
Shares used in computing net income per basic share Shares used in computing net income per diluted share
174,475 19,526 194,001
$
179,693 23,595 203,288
727,062 83,578 810,640
$
681,238 85,820 767,058
107,027 19,526 126,553 34,877 4,426 3,607
109,544 23,595 133,139 37,203 4,274 4,696
444,035 83,578 527,613 155,378 17,302 16,386
421,032 85,820 506,852 141,430 16,179 17,494
— 561 — 23,977 4,451 (92) 19,618 8,289 11,329
$
2,663 4,600 — 16,713 5,741 7 10,965 4,989 5,976
$
— 5,207 — 88,754 18,964 (62) 69,852 29,795 40,057
7,288 6,750 (2,201) 73,266 14,771 (43) 58,538 25,142 33,396
$ $
0.13 0.13
$ $
0.24 0.23 47,084 49,145
45,810 46,533
0.86 0.83 46,601 48,285
$ $ $
0.67 0.66 49,511 50,757
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NAVIGANT CONSULTING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) For th e qu arte r e n de d De ce m be r 31, 2008 Adjuste d Adjustm e n ts Re porte d
Revenues before reimbursements Reimbursements Total revenues
$ 174,475 19,526 194,001
For th e qu arte r e n de d De ce m be r 31, 2007 Adjuste d Adjustm e n ts Re porte d
—
$ 174,475 19,526 194,001
$ 179,693 23,595 203,288
—
107,027 19,526 126,553
109,544 23,595 133,139
34,877 4,426 3,607
37,203 4,274 4,696
—
$ 179,693 23,595 203,288
—
109,544 23,595 133,139
Cost of services before reimbursable expenses Reimbursable expenses Cost of services General and administrative expenses Depreciation Amortization Other operating costs Separation and Severance costs Office consolidation Operating income Interest expense, net Other income Income before income tax expense Income tax expense Net income
— 24,538 4,451 (92)
561 (561)
561 23,977 4,451 (92)
— — 23,976 5,741 7
2,663 4,600 (7,263)
2,663 4,600 16,713 5,741 7
20,179 8,515 $ 11,664
(561) (226) ($335)
19,618 8,289 $ 11,329
18,228 7,918 $ 10,310
(7,263) (2,929) ($4,334)
10,965 4,989 $ 5,976
Net income per diluted share (EPS)
$
$
$
107,027 19,526 126,553 34,877 4,426 3,607
Shares used in computing net income per diluted share
49,145
Percentage of revenues before reimbursements : Cost of services before reimbursable expenses Reimbursable expenses General and administrative expenses EBITDA (3) Operating income Net income EBITDA (3) reconciliation: EBITDA (3) Depreciation Accelerated Depreciation — Office consolidation Amortization Operating income
0.24
$
0.23
49,145
37,203 4,274 4,696
0.22
$
46,533
0.13
46,533
61% 11%
61% 11%
61% 13%
61% 13%
20%
20%
21%
21%
19% 14% 7%
19% 14% 6%
18% 13% 6%
14% 9% 3%
32,571 4,426
($68)
$
— 3,607 $ 24,538
(493)
493 3,607 $ 23,977
($561)(1)
32,503 4,426
$
32,946 4,274
4,696 $ 23,976
($7,263)(2)
($7,263)
$
25,683 4,274
4,696 $ 16,713
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(1)
During the fourth quarter of 2008, the Company recorded $0.6 million for office consolidation costs including accelerated depreciation on certain leasehold improvements associated with real estate rationalization.
(2)
During the fourth quarter of 2007, the Company recorded $2.7 million associated with workforce reduction initiatives and $4.6 million associated with real estate rationalization, including lease termination costs and write downs of leasehold improvements.
(3)
EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure of financial performance under generally accepted accounting principles (GAAP). The Company believes EBITDA is useful supplemental information for investors to evaluate financial performance. This data is also used by the Company for assessment of its operating and financial results, in addition to operating income, net income and other GAAP measures. Management believes EBITDA is a useful indicator of the Company’s financial and operating performance and its ability to generate cash flows from operations that are available for taxes and capital expenditures. Investors should recognize that EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.
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NAVIGANT CONSULTING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)
Adjuste d
Revenues before reimbursements Reimbursements Total revenues
Adjuste d
$ 727,062 83,578 810,640
$727,062 83,578 810,640
$ 681,238 85,820 767,058
$681,238 85,820 767,058
444,035 83,578 527,613
444,035 83,578 527,613
421,032 85,820 506,852
421,032 85,820 506,852
155,378 17,302 16,386
155,378 17,302 16,386
141,430 16,179 17,494
141,430 16,179 17,494
— 5,207 — 88,754 18,964 (62)
— — — 85,103 14,771 (43)
7,288 6,750 (2,201) (11,837)
7,288 6,750 (2,201) 73,266 14,771 (43)
69,852 29,795 $ 40,057
70,375 29,916 $ 40,459
(11,837) (4,774) ($7,063)
58,538 25,142 $ 33,396
$
$
75,059 31,895 $ 43,164
Net income per diluted share (EPS)
$
Percentage of revenues before reimbursements : Cost of services before reimbursable expenses Reimbursable expenses General and administrative expenses EBITDA (3) Operating income Net income EBITDA (3) reconciliation: EBITDA (3) Depreciation Accelerated Depreciation — Office consolidation
For th e twe lve m on ths e n de d De ce m be r 31, 2007 Adjustm e n ts
Re porte d
Cost of services before reimbursable expenses Reimbursable expenses Cost of services General and administrative expenses Depreciation Amortization Other operating costs Separation and Severance costs Office consolidation Gain on sale of property Operating income Interest expense, net Other income Income before income tax expense Income tax expense Net income
Shares used in computing net income per diluted share
For th e twe lve m on ths e n de d De ce m be r 31, 2008 Adjustm e n ts
— — — 93,961 18,964 (62)
5,207 (5,207)
(5,207) (2,100) ($3,107)
0.89
48,285
0.83
48,285
0.80
Re porte d
$
50,757
0.66
50,757
61% 11%
61% 11%
62% 13%
62% 13%
21%
21%
21%
21%
18% 13% 6%
17% 12% 6%
17% 12% 6%
16% 11% 5%
$ 127,649 17,302
($2,673)(1)
$124,976 17,302
$ 118,776 16,179
—
(2,534)(1)
2,534
—
($11,837)(2)
$106,939 16,179
—
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Amortization Operating income
16,386 $ 93,961
($5,207)
16,386 $ 88,754
17,494 $ 85,103
($11,837)
17,494 $ 73,266
(1)
During the year ended 2008, the Company recorded office consolidation costs of $5.2 million associated with real estate rationalization, including lease termination costs and accelerated depreciation on certain leasehold improvements.
(2)
During the year ended 2007, the Company recorded $7.3 million of costs associated with workforce reduction initiatives and $6.8 million associated with real estate rationalization, including lease termination costs and write downs of leasehold improvements and recorded a gain of $2.2 million associated with the sale of property.
(3)
EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure of financial performance under generally accepted accounting principles (GAAP). The Company believes EBITDA is useful supplemental information for investors to evaluate financial performance. This data is also used by the Company for assessment of its operating and financial results, in addition to operating income, net income and other GAAP measures. Management believes EBITDA is a useful indicator of the Company’s financial and operating performance and its ability to generate cash flows from operations that are available for taxes and capital expenditures. Investors should recognize that EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.
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NAVIGANT CONSULTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AND SELECTED DATA (In thousands, except DSO data) (Unaudited) De ce m be r 31, 2008
S e pte m be r 30, 2008
De ce m be r 31, 2007
Assets Cash and cash equivalents Trade accounts receivable, net Prepaid and other assets Total current assets
$ 23,134 170,464 34,949 228,547
$ 10,530 197,877 39,549 247,956
$ 11,656 189,616 27,287 228,559
Property and equipment, net Goodwill and intangible assets, net Other non-current assets, net Total Assets
45,151 501,166 17,529 $ 792,393
45,391 521,261 19,444 $ 834,052
54,687 488,523 6,928 $ 778,697
$
$
$
Liabilities and Stockholders’ Equity Bank debt Other current liabilities Long term debt Other liabilities Stockholders’ equity Total Liabilities and stockholders’ equity
2,250 128,309 230,229 65,847 365,758 $ 792,393
2,250 131,252 270,729 59,681 370,140 $ 834,052
2,250 124,269 254,366 55,059 342,753 $ 778,697
Selected Data Days sales outstanding, net (DSO) 1
1)
Net of deferred revenue.
73
84
77
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NAVIGANT CONSULTING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in 000s (except per share amounts) For th e thre e m on ths e n de d De ce m be r 31, 2008 2007
Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation expense Depreciation expense — office consolidation Amortization expense Stock-based compensation expense Deferred income taxes Gain on sale of property Allowance for doubtful accounts recevable Other, net Changes in assets and liabilities
$ 11,329
4,426 493 3,607 2,207 1,369 — 3,091 565 26,063
$
For th e twe lve m on ths e n de d De ce m be r 31, 2008 2007
5,976
$ 40,057
$ 33,396
4,274 — 4,696 2,032 (3,026) — 1,437 426 34,009
17,302 2,534 16,386 11,839 (4,461) — 20,292 996 (13,242)
16,179 — 17,494 15,410 (982) (2,201) 9,518 1,728 1,301
Net cash provided by operating activities
53,150
49,824
91,703
91,843
Cash flows from investing activities: Purchases of property and equipment Proceeds from sale of property Acquisitions of businesses Payments of acquisition liabilities Other, net Net cash used in investing activities
(2,343) — (4,222) — (2) (6,567)
(5,432) 60 — (53) (1,766) (7,191)
(7,398) — (54,222) (3,154) (865) (65,639)
(24,080) 4,088 (65,250) (4,518) (3,682) (93,442)
1,352 — (1,000) (563) (32,451) (46)
717 — (1,011) (562) (51,281) (223)
6,650 — (5,976) (2,250) (11,456) (283)
7,512 (218,429) (6,978) 223,875 (4,525) (179)
(32,708)
(52,360)
(13,315)
1,276
(1,271) 12,604 10,530 $ 23,134
234 (9,493) 21,149 $ 11,656
(1,271) 11,478 11,656 $ 23,134
Cash flows from financing activities: Issuances of common stock Repurchase of common stock/treasury stock Payments of notes payable Proceeds from (Payments of) term loan Payment of borrowings from bank, net Other, net Net cash provided by (used in) provided by financing activities Effect of exchange rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period
234 (89) 11,745 $ 11,656
Exhib NAVIGANT CONSULTING, INC. AND SUBSIDIARIES (UNAUDITED) DISCLAIMER:
The Company strongly encourages investors to read its annual and quarterly filings with the Securities and Exchange Commission (the “SEC Filing including the financial statements and description of risk factors therein. Although certain information included in this chart is intended to be ident information in the SEC Filings, in the event of a conflict between information included in the SEC Filings and in this chart, the SEC Filings should b relied upon. Other information included in this chart represents financial metrics compiled by the Company for internal use in analyzing certain asp its business (the “Internal Metrics”). The Internal Metrics represent management’s good faith estimates as of the date of this chart, and the Compa
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makes no representations as to either their accuracy or completeness. The Company disclaims any obligation to update this chart to reflect future e or circumstances or to correct inaccuracies in historical information. TO TAL C O MPANY 2008
Fu ll Ye ar 2007 Fu l All n u m be rs in $000s e xce pt Pe r S h are , Pe ople data and pe rce n tage s Q4 Q3 Q2 Q1 2008 Q4 Q3 Q2 Q1 2 $174,475 $178,908 $189,385 $184,294 $727,062 $179,693 $167,057 $169,650 $164,838 $68 Re ve n u e s Be fore Re im bu rse m e n ts 19,526 19,184 22,023 22,845 83,578 23,595 23,790 19,983 18,452 8 Re im bu rse m e n ts 194,001 198,092 211,408 207,139 810,640 203,288 190,847 189,633 183,290 76 Total Re ve n u e s -5% 4% 11% 13% 6% 13% 11% 15% 10% Y/Y Growth rate -2% -6% 2% 2% N/A 7% 1% 3% 2% Q /Q Growth rate Ge ograph ic Re ve n u e s as % of Total U.S . O pe ration s Non U.S . O pe ration s
85% 15%
C ost of Se rvice s Be fore Re im bu rse m e n ts % of Re ve n u e s Be fore Re im bu rse m e n ts
82% 18%
82% 18%
85% 15%
83% 17%
84% 16%
85% 15%
86% 14%
89% 11%
107,027 110,083 113,852 113,073 444,035 109,544 104,405 105,849 101,234 42 61% 62% 60% 61% 61% 61% 62% 62% 61%
Ge n e ral & Adm inistrative Expe n se s % of Re ve n u e s Be fore Re im bu rse m e n ts
34,877 20%
41,417 23%
41,071 22%
38,013 155,378 21% 21%
37,203 21%
35,680 21%
34,144 20%
34,403 14 21%
EBITDA (1) % of Re ve n u e s Be fore Re im bu rse m e n ts Adjuste d EBITDA (1) % of Re ve n u e s Be fore Re im bu rse m e n ts
32,503 19% 32,571 19%
27,408 15% 27,408 15%
32,507 17% 34,462 18%
32,558 124,976 18% 17% 33,208 127,649 18% 18%
25,683 14% 32,946 18%
23,675 14% 26,972 16%
29,657 17% 29,657 17%
27,924 10 17% 29,201 11 18%
O pe ratin g In com e % of Re ve n u e s Be fore Re im bu rse m e n ts Ne t In com e % of Re ve n u e s Be fore Re im bu rse m e n ts Y/Y Growth rate Q /Q Growth rate
23,977 14% 11,329 6% 90% 45%
18,570 10% 7,836 4% 66% -22%
22,909 12% 9,986 5% -12% -8%
23,298 13% 10,906 6% -4% 82%
88,754 12% 40,057 6% 20% N/A
16,713 9% 5,976 3% -64% 26%
14,108 8% 4,733 3% -45% -58%
21,878 13% 11,350 7% -19% 0%
20,567 12% 11,337 7% -18% -32%
0.23 0.24
0.16 0.17
0.21 0.24
0.23 0.25
0.83 0.89
0.13 0.22
0.10 0.14
0.21 0.21
0.20 0.22
49,145
48,895
48,257
46,838
48,285
46,533
46,462
54,126
55,907
5
23,134 170,464 73 232,479
10,530 197,877 84 272,979
10,320 219,868 85 309,037
7,632 206,567 83 267,767
23,134 170,464 73 232,479
11,656 189,616 77 256,616
21,149 202,097 90 310,398
19,691 195,970 87 303,497
21,173 179,876 81 63,506
1 18
S h are -base d com pe n sation e xpe n se re late d to con su lting pe rson n e l
1,698
2,476
2,398
2,515
9,087
1,425
3,669
4,397
2,756
1
Em ploye e Data (Pe riod En d) (4) Billable Non -billable Total
1,931 577 2,508
1,952 574 2,526
1,928 571 2,499
1,896 547 2,443
1,931 577 2,508
1,944 525 2,469
2,009 541 2,550
1,907 553 2,460
1,928 522 2,450
Ne t In com e Pe r Dilu te d S h are (EPS) Adjuste d Ne t In com e Pe r Dilu te d S h are (2) S h are s u se d in com pu tin g in com e pe r dilu te d sh are Balan ce S h e e t C ash an d cash e qu ivale n ts Trade accou n ts re ce ivable , n e t Days sale s ou tstan ding (3) De bt
7 3
25
(1)
See accompanying reconciliation of EBITDA and Adjusted EBITDA
(2)
Adjusted EPS excludes certain operating costs in calculating net income as provided in the accompanying schedule
(3)
Q2 2008 DSO is calculated on a proforma basis as if the Chicago Partners acquisition had occurred April 1, 20
(4)
Employee Data represents FTE employees (adjusted for part-time status). Non-billable employee data prior to 2008 has been restated on an FTE basis. Confidential & Proprietary
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2008 Q4 Bu sin e ss S e gm e n t Re ve n u e s North Am e rican Dispute an d Inve stigative S e rvice s %of Total Re ve n u e s North Am e rican Bu sin e ss C on su lting S e rvice s %of Total Re ve n u e s Inte rn ational C on su lting O pe ration s %of Total Re ve n u e s Econ om ic C on su lting S e rvice s %of Total Re ve n u e s S e gm e n t O pe ratin g Profit(6) North Am e rican Dispute an d Inve stigative S e rvice s % of Re ve n u e s Be fore Re im bu rse m e n ts North Am e rican Bu sin e ss C on su lting S e rvice s % of Re ve n u e s Be fore Re im bu rse m e n ts Inte rn ational C on su lting O pe ration s % of Re ve n u e s Be fore Re im bu rse m e n ts Econ om ic C on su lting S e rvice s % of Re ve n u e s Be fore Re im bu rse m e n ts
Q3
S EGMENT INFO RMATIO N Fu ll Ye ar Q2 Q1 2008
2007 Q4
Q3
Q2
Q1
Fu ll Ye ar 2007
78,790 41%
79,836 40%
88,602 42%
91,002 44%
338,230 42%
85,620 42%
81,633 43%
80,754 43%
76,727 42%
324,734 42%
84,703 44%
82,902 42%
92,045 44%
96,341 47%
355,991 44%
98,330 48%
91,244 48%
94,399 50%
95,179 52%
379,152 49%
15,804 8%
20,828 11%
23,098 11%
19,796 10%
79,526 10%
19,338 10%
17,970 9%
14,480 8%
11,384 6%
63,172 8%
14,704 8%
14,526 7%
7,663 4%
30,106
32,558
42%
31,695
42%
3,562
26% 5,219
37%
45%
28,047
38%
6,127
33% 5,954
42%
33,753
43%
33,993
41%
8,179
40% 2,948
40%
n/a n/a
35,023
42%
33,330
40%
5,383
32% n/a
n/a
36,893 5%
131,440
43%
127,065
40%
23,251
33% 14,121
40%
n/a n/a
n/a n/a
n/a n/a
n/a n/a
n/a n/a
32,666
31,809
30,910
31,144
126,529
42%
33,030
39%
5,878
43%
29,629
38%
4,883
41%
30,072
37%
7,216
44%
31,033
37%
4,183
42%
123,764
38%
22,160
34%
33%
53%
44%
40%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
O the r O pe ratin g Data Ave rage Billable Fu ll Tim e Equ ivale n t He adcoun t North Am e rican Dispute an d Inve stigative S e rvice s North Am e rican Bu sin e ss C on su lting S e rvice s Inte rn ational C on su lting O pe ration s Econ om ic C on su lting S e rvice s Total C om pany Ave rage Bill Rate (e xcluding su cce ss fe e s) North Am e rican Dispute an d Inve stigative S e rvice s
779
761
762
796
775
811
804
790
792
790
871
886
914
940
904
998
1,001
1,003
1,052
1,018
192
189
185
177
185
176
157
97
89
154
98 1,940
91 1,927
55 1,916
n/a 1,913
62 1,926
n/a 1,985
n/a 1,962
n/a 1,890
n/a 1,933
n/a 1,962
275
291
299
292
290
285
282
276
265
277
Processed and formatted by SEC Watch - Visit SECWatch.com North Am e rican Bu sin e ss C on su lting S e rvice s Inte rn ational C on su lting O pe ration s Econ om ic C on su lting S e rvice s Total C om pany Ave rage Utiliz ation (base d off 1,850 h rs) North Am e rican Dispute an d Inve stigative S e rvice s North Am e rican Bu sin e ss C on su lting S e rvice s Inte rn ational C on su lting O pe ration s Econ om ic C on su lting S e rvice s Total C om pany
All n u m be rs in $000s O pe ratin g In com e De pre ciation Acce le rate d de pre ciation — office closure s inclu de d in oth e r ope ratin g costs Am ortiz ation EBITDA (5) O pe ratin g C osts S e paration an d S e ve ran ce costs O ffice con solidation (e xcluding de pre ciation above ) Gain on sale of prope rty Litigation C h arge Adjuste d EBITDA (5) Ge n e ral an d adm inistrative e xpe n se s Lon g te rm com pe n sation e xpe n se re late d to con su lting pe rson n e l (in clu ding sh are base d com pe n sation ) Total Se gm e n t O pe ratin g Profit (6)
230
227
227
213
224
196
200
203
201
200
250
292
294
293
280
284
267
251
257
267
335 257
337 265
319 266
n/a 254
332 260
n/a 240
n/a 238
n/a 236
n/a 230
n/a 236
75%
73%
77%
84%
77%
78%
75%
76%
78%
77%
78%
78%
80%
84%
80%
80%
79%
76%
77%
78%
67%
72%
76%
73%
72%
66%
71%
85%
86%
75%
98% 77%
99% 76%
88% 79%
n/a 83%
96% 79%
n/a 78%
n/a 77%
n/a 77%
n/a 78%
n/a 77%
REC O NC ILIATIO N O F EBITDA AND ADJUSTED EBITDA TO O PERATING INC O ME 2008 Fu ll Ye ar 2007 Q4 Q3 Q2 Q1 2008 Q4 Q3 Q2 23,977 18,570 22,909 23,298 88,754 16,713 14,108 21,878 4,426 4,330 4,381 4,165 17,302 4,274 4,189 3,995
Q1 20,567 3,721
Fu ll Ye ar 2007 73,266 16,179
493 3,607
553 3,955
620 4,597
868 4,227
2,534 16,386
— 4,696
— 5,378
— 3,784
— 3,636
— 17,494
32,503
27,408
32,507
32,558
124,976
25,683
23,675
29,657
27,924
106,939
—
—
2,663
3,348
—
1,277
7,288
650
2,673
4,600
2,150
—
—
6,750
— —
— —
— —
(2,201) —
— —
— —
(2,201) —
68
—
1,955
32,571
27,408
34,462
33,208
127,649
32,946
26,972
29,657
29,201
118,776
34,877
41,417
41,071
38,013
155,378
37,203
35,680
34,144
34,403
141,430
3,134
3,861
3,340
2,515
12,850
1,425
3,669
4,397
2,756
12,247
70,582
72,686
78,873
73,736
295,877
71,574
66,321
68,198
66,360
272,453
(5)
EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure of financial performance under generally accepted accounting principles (GAAP). The Company believes EBITDA is useful supplemental information for investors to evaluate financial performance. This data is also used by the Company for assessment of its operating and financial results, in addition to operating income, net income and other GAAP measures. Management believes EBITDA is a useful indicator of the Company’s financial and operating performance and its ability to generate cash flows from operations that are available for taxes and capital expenditures. Investors should recognize that EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.
(6)
Segment Operating Profit is a measure of profit used by management and excludes certain expense amounts not allocated to the specific reporting segments.
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Confidential & Proprietary