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
February 17, 2005
Date of Report (Date of earliest event reported)
HURON CONSULTING GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50976 | 01-0666114 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
550 West Van Buren Street
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
(312) 583-8700
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On February 16, 2005, Huron Consulting Group Inc. conducted a webcast conference call with analysts and investors to discuss its earnings for the last quarter of 2004 and to provide guidance for 2005. We are providing supplemental calculations as an additional response to questions asked with respect to projected 2005 shares outstanding discussed in the webcast conference. A copy of the supplemental calculations are filed as Exhibit 99.1 hereto and incorporated herein. Huron Consulting Group Inc. intends to furnish on a Form 8-K a full transcript of the webcast conference call when it becomes available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Huron Consulting Group Inc. | ||||
| (Registrant) | ||||
| Date: February 17, 2005 | By: |
/s/ Gary L. Burge | ||
| Gary L. Burge | ||||
| Vice President, | ||||
| Chief Financial Officer and Treasurer | ||||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Supplemental Calculations |
Exhibit 99.1
HURON CONSULTING GROUP INC.
SUPPLEMENTAL CALCULATIONS
| IN THOUSANDS |
|||||||||
| Estimated 2005 Revenues |
$ | 183,000 | to | $ | 187,000 | ||||
| Mid-point of Estimated 2005 Revenues |
$ | 185,000 | |||||||
| Estimated Net Income Margin (1) |
10 | % | |||||||
| Forecasted 2005 Net Income Excluding Stock-based Compensation |
$ | 18,500 | [A] | ||||||
| Estimated 2005 Stock-based Compensation, net of tax (2) |
(4,000 | ) | |||||||
| Forecasted 2005 GAAP Net Income |
$ | 14,500 | [B] | ||||||
| Estimated Weighted-average Shares Outstanding - GAAP |
|||||||||
| Q4-2004 Weighted-average Shares - Diluted |
16,101 | ||||||||
| Add: Shares Issued in IPO Weighted Difference (3) |
435 | ||||||||
| Add: Other Stock Activity - Estimated (4) |
464 | ||||||||
| Estimated 2005 Weighted-average Shares - Diluted |
17,000 | [C] | |||||||
| Estimated GAAP Earnings Per Share |
$ | 0.85 | [B] / [C] | ||||||
| Estimated Shares Outstanding and Shares Issuable Upon Exercise of Outstanding Stock Options |
|||||||||
| Shares Outstanding (including Restricted Stock) at 12/31/04 |
16,365 | ||||||||
| Stock Options Outstanding at 12/31/04 |
1,665 | ||||||||
| 18,030 | |||||||||
| Estimated Growth Due to Other Stock Activity (5) |
3.5 | % | |||||||
| Estimated 2005 Shares |
18,661 | [D] | |||||||
| Forecasted 2005 Net Income Excluding Stock-based Compensation per Estimated 2005 Share |
$ | 0.99 | [A] / [D] | ||||||
| Notes: |
||||
| (1) |
Exclusive of stock-based compensation expense. | |||
| (2) |
Based on the intrinsic value method and includes stock-based awards outstanding at December 31, 2004, as well as additional stock-based awards anticipated for 2005. Does not include the impact of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment. | |||
| (3) |
Shares issued in IPO | 3,333 | ||
| Weighted for Q4-04 (outstanding 80 days out of 92 days in Q4-2004) | 2,898 | |||
| Difference | 435 | |||
| (4) |
Represents additional dilution, using the Treasury Stock method, resulting from stock option exercises, restricted stock vesting and additional stock-based awards anticipated for 2005. | |||
| (5) |
Represents estimated growth in shares resulting from stock option exercises, restricted stock vesting and additional stock-based awards anticipated for 2005. | |||
These supplemental calculations include projections of future earnings, shares outstanding, etc. These calculations are based on projections that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these calculations. These calculations reflect our current expectation about our future results, shares outstanding, levels of activity, performance or achievements, including without limitation, that our business continues to grow at the current expectations; that we are able to expand our service offerings through our existing consultants and new hires; and that existing market conditions do not change from current expectations.