UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES | ||
| EXCHANGE ACT OF 1934 | |||
| For the quarterly period ended June 30, 2002 | |||
| OR | |||
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES | ||
| EXCHANGE ACT OF 1934 | |||
| For the transition period from ___________________ to _____________________ | |||
| Commission file number 000-24387 |
| NAVIGANT INTERNATIONAL, INC. |
| (Exact name of registrant as specified in its charter) |
| DELAWARE | 52-2080967 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 84 INVERNESS CIRCLE EAST ENGLEWOOD, COLORADO |
80112 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number: (303) 706-0800
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
As of August 1, 2002, the Registrant had outstanding 15,096,000 shares of its common stock, par value $0.001 per share and 1,231,000 shares of treasury stock outstanding.
| Part I. | FINANCIAL INFORMATION: | ||
| Item 1. | Consolidated Financial Statements | ||
| Consolidated Balance Sheets June 30, 2002 (Unaudited) and December 30, 2001 | | ||
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| Consolidated Statements of Income (Unaudited) Three and Six Months Ended June 30, 2002 and July 1, 2001 | | ||
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| Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2002 and July 1, 2001 | | ||
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| Notes to Consolidated Financial Statements | | ||
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| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | | |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | |
| Part II. | OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | | |
| Item 6. | Exhibits and Reports on Form 8-K | | |
| SIGNATURES | |||
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NAVIGANT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
| June 30, | December 30, | |||||||
| 2002 | 2001 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 146 | $ | 4,236 | ||||
| Accounts receivable, less allowance for doubtful accounts of $1,841 and $1,569, respectively |
73,281 | 60,939 | ||||||
| Prepaid expenses and other current assets | 7,815 | 7,075 | ||||||
| Deferred income taxes | 3,466 | 3,699 | ||||||
| Income tax receivable | 3,731 | 7,046 | ||||||
| Total current assets | 88,439 | 82,995 | ||||||
| Property and equipment, net | 26,026 | 28,519 | ||||||
| Goodwill, net | 308,856 | 306,285 | ||||||
| Other assets | 7,144 | 6,668 | ||||||
| Total assets | $ | 430,465 | $ | 424,467 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: | ||||||||
| Short-term portion of long-term debt | $ | 3,486 | $ | 10,753 | ||||
| Short-term portion of capital lease obligations | 448 | 410 | ||||||
| Accounts payable | 12,005 | 7,132 | ||||||
| Accrued compensation | 11,565 | 9,586 | ||||||
| Other accrued liabilities | 22,953 | 28,509 | ||||||
| Total current liabilities | 50,457 | 56,390 | ||||||
| Long-term debt | 195,794 | 198,762 | ||||||
| Capital lease obligations | 304 | 233 | ||||||
| Deferred income taxes | 370 | 2,104 | ||||||
| Other long-term liabilities | 10,847 | 10,607 | ||||||
| Total liabilities | 257,772 | 268,096 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders equity: | ||||||||
| Common stock; $.001 par value, 150,000,000 shares authorized; 15,096,000 and 14,796,000 issued, respectively |
14 | 14 | ||||||
| Additional paid-in-capital | 146,286 | 143,915 | ||||||
| Treasury stock at cost; 1,231,000 shares outstanding | (10,928 | ) | (10,928 | ) | ||||
| Retained earnings | 40,476 | 28,973 | ||||||
| Accumulated other comprehensive loss | (3,155 | ) | (5,603 | ) | ||||
| Total stockholders equity | 172,693 | 156,371 | ||||||
| Total liabilities and stockholders equity | $ | 430,465 | $ | 424,467 | ||||
See accompanying notes to consolidated financial statements.
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NAVIGANT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||
| June 30, | July 1, | June 30, | July 1, | ||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Revenues | $ | 97,316 | $ | 95,055 | $ | 190,866 | $ | 177,968 | |||||||
| Operating expenses | 50,101 | 53,997 | 102,704 | 100,576 | |||||||||||
| General and administrative expenses | 28,845 | 25,346 | 56,365 | 47,717 | |||||||||||
| Depreciation and amortization expense | 2,512 | 4,201 | 4,800 | 7,807 | |||||||||||
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| Operating income | 15,858 | 11,511 | 26,997 | 21,868 | |||||||||||
| Other (income) expenses: | |||||||||||||||
| Interest expense | 4,401 | 3,336 | 8,603 | 6,813 | |||||||||||
| Interest income | (9 | ) | (90 | ) | (26 | ) | (192 | ) | |||||||
| Other | (4 | ) | 131 | 10 | 246 | ||||||||||
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| Income before income taxes | 11,470 | 8,134 | 18,410 | 15,001 | |||||||||||
| Provision for income taxes | 4,304 | 3,331 | 6,907 | 6,142 | |||||||||||
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| Income before minority interest | 7,166 | 4,803 | 11,503 | 8,859 | |||||||||||
| Minority interest | 39 | 64 | |||||||||||||
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| Net income | 7,166 | 4,764 | 11,503 | 8,795 | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||
| Unrealized loss on derivatives designated as hedges | (175 | ) | (46 | ) | |||||||||||
| Foreign currency translation adjustments | 2,271 | 130 | 2,494 | (405 | ) | ||||||||||
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| Comprehensive income | $ | 9,262 | $ | 4,894 | $ | 13,951 | $ | 8,390 | |||||||
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| Weighted average number of common shares outstanding: | |||||||||||||||
| Basic | 13,731 | 12,285 | 13,641 | 12,130 | |||||||||||
| Diluted | 14,436 | 12,679 | 14,310 | 12,524 | |||||||||||
| Net income per share: | |||||||||||||||
| Basic | $ | 0.52 | $ | 0.39 | $ | 0.84 | $ | 0.73 | |||||||
| Diluted | $ | 0.50 | $ | 0.38 | $ | 0.80 | $ | 0.70 | |||||||
See accompanying notes to consolidated financial statements.
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NAVIGANT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, unless otherwise noted)
| For the Six Months Ended | |||||||||
| June 30, 2002 | July 1, 2001 | ||||||||
| (Unaudited) | (Unaudited) | ||||||||
| Cash flows from operating activities: | |||||||||
| Net income | $ | 11,503 | $ | 8,795 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
| Depreciation and amortization expense | 4,800 | 7,807 | |||||||
| Deferred tax provision | 433 | ||||||||
| Minority interest | 64 | ||||||||
| Changes in current assets and liabilities (net of assets acquired and liabilities | |||||||||
| assumed in combinations accounted for under the purchase method): | |||||||||
| Accounts receivable | (10,348 | ) | (2,648 | ) | |||||
| Prepaid expenses and other assets | (258 | ) | (1,743 | ) | |||||
| Accounts payable | 3,859 | (50 | ) | ||||||
| Accrued liabilities | (1,028 | ) | (2,845 | ) | |||||
| Other long-term liabilities | (2,018 | ) | (1,841 | ) | |||||
| Net cash provided by operating activities | 6,943 | 7,539 | |||||||
| Cash flows from investing activities: | |||||||||
| Additions to property and equipment, net of disposals | (2,100 | ) | (3,071 | ) | |||||
| Proceeds from disposal of building | 5,350 | ||||||||
| Restricted cash equivalents in FireVine, net | 2,698 | ||||||||
| Cash paid in acquisitions and earnouts consideration, net of cash received | (593 | ) | (44,318 | ) | |||||
| Net cash used in investing activities | (2,693 | ) | (39,341 | ) | |||||
| Cash flows from financing activities: | |||||||||
| Payments of long-term debt | (4,763 | ) | (10,477 | ) | |||||
| (Payments of) proceeds from credit facility, net | (6,163 | ) | 42,538 | ||||||
| Repurchase of common stock | (343 | ) | |||||||
| Proceeds from exercise of stock options | 2,441 | 1,026 | |||||||
| Net cash (used in) provided by financing activities | (8,485 | ) | 32,744 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 145 | 616 | |||||||
| Net (decrease) increase in cash and cash equivalents | (4,090 | ) | 1,558 | ||||||
| Cash and cash equivalents at beginning of period | 4,236 | 3,100 | |||||||
| Cash and cash equivalents at end of period | $ | 146 | $ | 4,658 | |||||
| Supplemental disclosures of cash flow information: | |||||||||
| Interest paid | $ | 8,636 | $ | 6,748 | |||||
| Income taxes paid | $ | 3,159 | $ | 4,870 | |||||
See accompanying notes to consolidated financial statements.
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NAVIGANT INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, unless otherwise noted)
NOTE 1BACKGROUND
Navigant International, Inc. (the Company), a Delaware corporation, is the second largest corporate travel management company in the United States based on airline ticket sales. The Company manages all aspects of its clients travel processes, focusing on reducing their travel expenses. The Company, through Scheduled Airlines Traffic Offices, Inc. (SatoTravel), which was acquired June 2001, provides airline travel reservation services to the U.S. Government and its employees and private sector organizations.
The Companys operations are primarily concentrated in one market segment - airline travel - and its customers are geographically diverse with no single customer base concentrated in a single industry. The Companys operations are seasonal, with the November and December periods having the lowest airline bookings. The majority of the leisure travel services the Company provides are directed to the Companys corporate customers and the related financial information is not separately stated in the Companys internal reports.
NOTE 2BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Companys accounting policies and other financial information is included in the audited consolidated financial statements as filed with the Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the year ended December 30, 2001.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2002, and the results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2002 are not necessarily indicative of the results that may be achieved for the full fiscal year and cannot be used to indicate financial performance for the entire year.
NOTE 3NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (FAS 143). The Company will adopt FAS 143 no later than December 30, 2002. Under FAS 143, the fair value of a liability for an asset retirement obligation covered under the scope of the statement would be recognized in the period in which the liability is incurred, with an offsetting increase in the carrying amount of the related long-lived asset. Over time, the liability would be accreted to its present value, and the capitalized cost would be depreciated over the useful life of the related asset. Upon settlement of the liability, an entity would either settle the obligation for its recorded amount or incur a gain or loss upon settlement. The Company believes that the adoption of FAS 143 will not have a significant effect on the Companys results of operations or its financial position.
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144). The Company adopted FAS 144 on December 31, 2001. FAS 144 retains the fundamental provisions of existing generally accepted accounting principles with respect to the recognition and measurement of long-lived asset impairment contained in FAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of (FAS 121). However, FAS 144 provides new guidance intended to address certain significant implementation issues associated with FAS 121, including expanded guidance with respect to appropriate cash flows to be used to determine whether recognition of any long-lived asset impairment is required, and if required how to measure the
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amount of the impairment. FAS 144 also requires that any net assets to be disposed of by sale be reported at the lower of carrying value or fair value less cost to sell, and expands the reporting of discontinued operations to include any component of an entity with operations and cash flows that can be clearly distinguished from the rest of the entity. The adoption of FAS 144 did not have a significant effect on the Companys results of ope