424B3 1 d424b3.htm FORM 424(B)(3) Form 424(b)(3)

Filed Pursuant to

Rule 424 (b) (3)

File No. 333-118660

 

SUPPLEMENT NO. 1

 

611,475 SHARES

 

NAVIGANT INTERNATIONAL, INC.

 

COMMON STOCK

 


 

This prospectus supplement should be read in conjunction with the prospectus dated January 31, 2006, which is to be delivered with this prospectus supplement.

 

SEE “RISK FACTORS” BEGINNING ON PAGE 1 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON STOCK.

 


 

The shares offered or sold under this prospectus have not been approved by the Securities and Exchange Commission or any state securities commission nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 


 

Dated February 16, 2006


 

LOGO

 

     Conference Call:    February 9, 2006 at 11:00 a.m. EST     
     Dial-in number:    800/257-1927 or 303/205-0044 (International)     
     Replay information below.     
     Webcast URL:    www.fulldisclosure.com     

 

CONTACT:    

Robert C. Griffith

  Joseph N. Jaffoni, Steve Hecht

Chief Operating Officer/Chief Financial Officer

  Jaffoni & Collins Incorporated

303/706-0778

  212/835-8500 or flyr@jcir.com

 

FOR IMMEDIATE RELEASE

 

NAVIGANT INTERNATIONAL (FLYR) REPORTS FOURTH QUARTER REVENUE OF $124.8 MILLION AND DILUTED EPS OF $0.15

 

- 2005 Full Year Revenue of $492.0 Million and Diluted EPS of $0.93 -

 

Denver, CO; February 9, 2006 – Navigant International, Inc. (which does business as TQ3Navigant – Nasdaq: FLYR), the second largest provider of corporate travel management services in the United States based on airline tickets sold, today reported fourth quarter and year-end operating results for the period ended December 25, 2005, as summarized below.

 

Summary Financial Results (In millions, except per share data)

 

     For the Three Months Ended

 
     December 25,
2005


    December 26,
2004


 

Revenues

   $ 124.8     $ 123.0  

Gross Profit Margin

     40.7 %     36.8 %

EBITDA (1)

   $ 12.2     $ 10.8  

Operating Income

   $ 8.0     $ 6.7  

Operating Margin

     6.4 %     5.4 %

Net Income

   $ 2.4     $ 2.1  

Diluted EPS

   $ 0.15     $ 0.13  
     For the Twelve Months Ended

 
     December 25,
2005


    December 26,
2004


 

Revenues

   $ 492.0     $ 451.4  

Gross Profit Margin

     41.7 %     41.1 %

EBITDA (1)

   $ 59.3     $ 56.0  

Operating Income

   $ 42.9     $ 42.8  

Operating Margin

     8.7 %     9.5 %

Net Income

   $ 16.7     $ 18.9  

Diluted EPS

   $ 0.93     $ 1.06  

 

(1)

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. A reconciliation of the above EBITDA figures to the Company’s cash flow from operating activities is included in the


 

financial tables accompanying this release. The Company believes EBITDA provides investors with a liquidity measurement tool utilized by management and a helpful measure with which to evaluate compliance with their credit agreements. The Company’s credit facility contains covenants that are based on an EBITDA measure including covenants concerning total leverage, senior leverage and fixed charges coverage. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles and investors should not consider this measure in isolation or as a substitute for net income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

 

Edward S. Adams, Chairman and Chief Executive Officer, commented, “Navigant concluded fiscal 2005 with a strong fourth quarter performance, allowing us to meet the high-end or exceed the financial guidance provided when we reported third quarter results. Following the expensive and time consuming financial review that occurred earlier in 2005, we believe our solid fourth quarter results better reflect our long-term business model, which emphasizes high client retention rates, strong transaction levels, new business and more value added offerings for customers as well as prudent cost controls. Our focus on these items led to a 12.0% increase in year-over-year fourth quarter gross profits, a 20.0% rise in operating income, a 12.7% gain in EBITDA, and diluted EPS of $0.15 versus $0.13 in the comparable period of 2004. Fourth quarter 2005 results reflect approximately $0.6 million of expenses incurred for professional fees in connection with our financial review, restatement and Nasdaq relisting as well as costs associated with the two hurricanes in late September.”

 

For the 2005 fiscal year, Navigant’s net revenue increased 9.0%, to $492.0 million from $451.4 million in fiscal year 2004. Gross profits rose 10.5% year over year, to $205.3 million in 2005. Net income for 2005 of $16.7 million was 11.9% lower than that of 2004, as higher interest rates and higher borrowings resulted in a 29.4 % year over year increase in net interest expense. In addition, 2005 depreciation and amortization expense increased 24.3% over 2004 levels primarily reflecting the 2005 acquisitions in Australia and New Zealand. In 2005, the Company continued to generate significant levels of EBITDA, which increased 5.9% over 2004 levels to $59.3 million. Primarily as a result of the increase in net interest expense and the additional levels of depreciation and amortization noted above, diluted, earnings per share for 2005 was $0.93 compared with $1.06 in 2004.

 

“Reflecting the strength of the industry and Navigant’s position as an industry leader, fourth quarter corporate travel transactions were at record levels while revenue per transaction for our corporate travel operations was in line with prior year levels demonstrating the trend toward pricing stabilization we are beginning to see in the marketplace.

 

“We believe we are competing well with those entities offering primarily online solutions and have recently won clients from some of these online competitors. We also believe our ability to continue to process record transaction levels reflects not only the robustness of the corporate travel market, but our drive to continually elevate the service, solutions, and value we provide our customers. Navigant’s investment in on-line offerings, employee travel compliance and tracking programs and travel spending analysis have proven over time to provide competitive differentiation in the marketplace as companies embrace the value these tools bring to their travel


budgets. With our operating disciplines aimed at matching operating expenses to transactions, online adoption and revenue, we continue to believe that growth in the percentage of online transactions will benefit margins as we make progress in reducing call center and on-site staffing costs commensurate with online adoption levels.

 

“Looking forward, transaction levels continue to track at healthy levels in the first quarter to date, indicating the strength of the market and Navigant’s ability to offer a broad range of travel options and efficiencies to our clientele. In addition, industry data and independent reports continue to project that corporate travel managers expect high levels of travel throughout 2006.

 

“Internationally, subsequent to the end of 2005, TQ3 Travel Solutions Management Holding, GmbH and Navigant International terminated their joint venture agreement regarding the co-management of TQ3 Travel Solutions. As reported, TQ3 Travel Solutions Management Holding transferred its 50% stake in TQ3 Travel Solutions GmbH to Navigant International and we are now the sole owner of TQ3 Travel Solutions, which retains a substantial worldwide network and rights to the TQ3 brand name and trademark.

 

“Financially, our focus in 2006 is to improve the levels of cash generated by operations, as 2005 cash flows were negatively impacted by the expense of the financial review. Throughout 2006, we expect to use cash from operations to reduce debt.

 

“Finally, early in 2006, Navigant was approved for relisting on the Nasdaq National Market. With the completion of the financial review, relisting, and a healthy corporate travel environment, we are excited about the opportunities that lie ahead for TQ3Navigant.”

 

Robert C. Griffith, Navigant’s Chief Financial Officer and Chief Operating Officer added, “Navigant’s solid 2005 fourth quarter results include an increase in gross margins which approached 40.7% up from the 36.8% gross margins recorded in the year ago period, partially reflecting the benefit of improved productivity and a better balance between costs and transaction levels. Operating margins, which increased to 6.4% from 5.4%, also benefited from year-over-year operating expense reductions, partially offset by increases in general and administrative expenses associated with the company’s acquisition in Australia and New Zealand. General and administrative expenses were 30.9% of revenues in the 2005 fourth quarter up from 28.0% in 2004, primarily reflecting increased healthcare costs and salary and wage increases, as well as expenses related to the financial review. Beginning in the second quarter of 2006, we expect investments in account implementations to decline from 2005 levels as we implement changes in staffing and service infrastructure associated with certain accounts won in early 2005.

 

“Net interest expense increased 28.3% to $4.1 million in the 2005 fourth quarter compared with $3.2 million for comparable 2004 period. This increase reflects increases in interest rates throughout 2005 and higher debt levels resulting from acquisitions and earn-out payments. We believe interest expense will increase in 2006 as a result of the interest rate increases over the


past year. However, we expect that these increases will be partially offset by lower debt levels, as we plan to apply cash flow generated from operations to debt reduction throughout the year.”

 

Mr. Griffith concluded, “Outlined in the table below are financial guidance targets for the first quarter and full year 2006. This guidance is based on expected continued strength in the corporate travel market and our expectation for further, migration to our online solutions that generate lower revenue per transaction but higher gross margins. While first quarter 2006 transaction levels remain healthy, overall results comparisons will be impacted by the timing of a large incentive program that occurred in the first quarter of 2005 that will not recur in the 2006 first quarter. We also will continue to incur costs in the first quarter related to certain account implementations. These implementations, and the costs associated with them, began after the first quarter of 2005, further limiting the comparability of the first quarters of 2006 and 2005. As highlighted below, however, we project full year increases in revenue, net income and EBITDA as we further improve productivity and our service infrastructure while adding new customers. Finally, given the timing of our fiscal year end, 2006 will include 53 weeks while 2005 had 52 weeks. The extra week in 2006 will be the period between Christmas and New Year’s eve which is historically a very slow period for corporate travel, transactions and revenue, though we will of course incur overhead and salaries during this time.”

 

(In millions, except per share data)

 

     Q1 2006E

   Q1 2005A

   FY 2006E

   FY 2005A

Revenues

   $122.0 - $124.5    $ 122.0    $500.0 - $510.0    $ 492.0

Net Income

   $    3.0 - $    3.5    $ 4.8    $  17.5 - $  18.5    $ 16.7

EBITDA (1)

   $  13.0 - $  14.0    $ 15.5    $  62.0 - $  63.0    $ 59.3

Diluted EPS

   $  0.17 - $  0.19    $ 0.26    $  0.98 - $  1.02    $ 0.93

 

(1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. A reconciliation of the above EBITDA figures to the Company’s cash flow from operating activities is included in the financial tables accompanying this release. The Company believes EBITDA provides investors with a liquidity measurement tool utilized by management and a helpful measure with which to evaluate compliance with their credit agreements. The Company’s credit facility contains covenants that are based on an EBITDA measure including covenants concerning total leverage, senior leverage and fixed charges coverage. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles and investors should not consider this measure in isolation or as a substitute for net income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

 

Conference Call Information – 11:00 a.m. EST, Thursday, February 9, 2006

 

The conference call number is 800/257-1927 or 303/205-0044 (International). Please call 10 minutes in advance to ensure that you are connected prior to the presentation. A live Webcast of the call will be available on www.fulldisclosure.com (requires a Windows Media Player).

 

Following its completion, a replay of the call can be accessed until February 23 by dialing 303/590-3000. The access code for the replay is 11052301#. Replays of the Webcast will be available for 30 days at www.fulldisclosure.com.


About Navigant International, Inc.

 

Denver-based Navigant International, Inc., d/b/a TQ3Navigant, is a global provider of travel management solutions that add significant value by reducing costs, increasing management and control, and improving travel efficiency. The Company delivers integrated travel management solutions blending advanced technology with personalized service and expertise. The Company currently employs approximately 5,200 Associates and has operations in approximately 1,000 locations in 22 countries and U.S. territories.

 

This news release contains forward-looking statements, including statements about the Company’s financial results, high leverage of debt to equity, transaction volumes, growth strategies and opportunities, the integration of prior or potential future acquisitions, migration of transactions to on-line products and platforms, repayment of debt, potential sales and implementation of new business, and general industry or business trends or events. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, our significant indebtedness and variable interest payment obligations, restrictions in our credit facility and Term Loan on our ability to finance future operations or capital needs, disruptions in the travel industry such as those caused by terrorism, war, natural disasters or general economic downturn, modification of agreements with travel vendors or suppliers including any commissions, overrides or incentives, competition, our ability to continue to acquire and integrate potential future acquisitions, our ability to manage our business and implement growth strategies, failure of technology on which we rely, other risks described in the Company’s annual report on Form 10-K for the year ended December 26, 2004, and the risk factors detailed from time to time in the Company’s SEC reports, including the reports on Forms 10-K and 10-Q. The forward-looking statements made herein are only as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

(financial tables follow)


Navigant International, Inc.

Consolidated Statements of Income (Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended

     December 25,
2005


   December 26,
2004


Revenues

   $ 124,768    $ 123,024

Operating expenses

     74,033      77,708
    

  

Gross profit

     50,735      45,316

General and administrative expenses

     38,553      34,503

Depreciation and amortization expense

     4,144      4,115
    

  

Operating income

     8,038      6,698

Interest expense, net and other

     4,074      3,176
    

  

Income before provision for income taxes

     3,964      3,522

Provision for income taxes

     1,595      1,410
    

  

Net income

   $ 2,369    $ 2,112
    

  

EBITDA (1)

   $ 12,182    $ 10,813
    

  

Net income per share:

             

Basic net income per share

   $ 0.15    $ 0.14
    

  

Diluted net income per share

   $ 0.15    $ 0.13
    

  

Weighted average shares outstanding:

             

Basic

     15,515      15,463
    

  

Convertible shares

     4,349      4,349

Dilutive options

     206      348
    

  

Diluted

     20,070      20,160
    

  

 

(1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. A reconciliation of the above EBITDA figures to the Company’s cash flow from operating activities is included below. The Company believes EBITDA provides investors with a liquidity measurement tool utilized by management and a helpful measure with which to evaluate compliance with their credit agreements. The Company’s credit facility contains covenants that are based on an EBITDA measure including covenants concerning total leverage, senior leverage and fixed charges coverage. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles and investors should not consider this measure in isolation or as a substitute for net income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.


EBITDA Reconciliations:

 

     Three Months Ended

 
     December 25,
2005


    December 26,
2004


 

Net cash provided by operating activities

   $ 15,917     $ 13,499  

Adjustments to reconcile net income to net cash

Provided by operating activities:

                

Depreciation and amortization

     (4,144 )     (4,115 )

Income tax benefit from employee exercise of stock options

     —         (314 )

Deferred tax provision

     609       146  

Change in effect of interest rate swaps

     (1,556 )     —    

Changes in assets and liabilities:

                

Accounts receivable and other assets

     (9,908 )     (11,002 )

Accounts payable and other liabilities

     1,451       3,898  
    


 


Net income

   $ 2,369     $ 2,112  

Add: Provision for income taxes

     1,595       1,410  

Add: Interest expense, net and other

     4,074       3,176  

Add: Depreciation and amortization expense

     4,144       4,115  
    


 


EBITDA

   $ 12,182     $ 10,813  
    


 



Navigant International, Inc.

Consolidated Statements of Income (Unaudited)

(In thousands, except per share amounts)

 

     Twelve Months Ended

     December 25,
2005


   December 26,
2004


Revenues

   $ 492,039    $ 451,365

Operating expenses

     286,769      265,666
    

  

Gross profit

     205,270      185,699

General and administrative expenses

     145,949      129,683

Depreciation and amortization expense

     16,463      13,249
    

  

Operating income

     42,858      42,767

Interest expense, net and other

     15,902      12,285
    

  

Income before provision for Income taxes

     26,956      30,482

Provision for income taxes

     10,295      11,569
    

  

Net income

   $ 16,661    $ 18,913
    

  

EBITDA (1)

   $ 59,321    $ 56,016
    

  

Net income per share:

             

Basic net income per share

   $ 1.07    $ 1.26
    

  

Diluted net income per share

   $ 0.93    $ 1.06
    

  

Weighted average shares outstanding:

             

Basic

     15,507      15,049
    

  

Convertible shares

     4,349      4,349

Dilutive options

     306      442
    

  

Diluted

     20,162      19,840
    

  

 

(1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. A reconciliation of the above EBITDA figures to the Company’s cash flow from operating activities is included on the following page. The Company believes EBITDA provides investors with a liquidity measurement tool utilized by management and a helpful measure with which to evaluate compliance with their credit agreements. The Company’s credit facility contains covenants that are based on an EBITDA measure including covenants concerning total leverage, senior leverage and fixed charges coverage. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles and investors should not consider this measure in isolation or as a substitute for net income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.


EBITDA Reconciliations:

 

     Twelve Months Ended

 
     December 25,
2005


    December 26,
2004


 

Net cash provided by operating activities

   $ 20,319     $ 38,643  

Adjustments to reconcile net income to net cash

Provided by operating activities:

                

Depreciation and amortization

     (16,463 )     (13,249 )

Income tax benefit from employee exercise of stock options

     (47 )     (597 )

Deferred tax provision

     (3,873 )     (3,827 )

Change in effect of interest rate swaps

     (1,556 )     —    

Changes in assets and liabilities:

                

Accounts receivable and other assets

     242       (4,879 )

Accounts payable and other liabilities

     18,039       2,822  
    


 


Net income

   $ 16,661     $ 18,913  

Add: Provision for income taxes

     10,295       11,569  

Add: Interest expense, net and other

     15,902       12,285  

Add: Depreciation and amortization expense

     16,463       13,249  
    


 


EBITDA

   $ 59,321     $ 56,016  
    


 


 

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