0001171843-13-002890.txt : 20130723 0001171843-13-002890.hdr.sgml : 20130723 20130723160635 ACCESSION NUMBER: 0001171843-13-002890 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130723 DATE AS OF CHANGE: 20130723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPONENT INC CENTRAL INDEX KEY: 0000851520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 770218904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18655 FILM NUMBER: 13981472 BUSINESS ADDRESS: STREET 1: EXPONENT INC STREET 2: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-326-9400 MAIL ADDRESS: STREET 1: EXPONENT INC STREET 2: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: FAILURE GROUP INC DATE OF NAME CHANGE: 19930831 8-K 1 f8k_072313.htm FORM 8-K f8k_072313.htm
 
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): July 23, 2013
 
Exponent, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-18655   770218904
 (Commission File Number)    (IRS Employer Identification Number)
 
149 Commonwealth Drive
Menlo Park, CA, 94025
(Address of principal executive offices including zip code)
 
(650) 326-9400
(Registrant’s telephone number, including area code)
 
Not Applicable
(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):

[   ]
  
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 2.02.  Results of Operations and Financial Condition.
 
On July 23, 2013, Exponent, Inc. issued a press release announcing its financial results for the second quarter ended June 28, 2013.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 7.01.  Regulation FD Disclosure.
 
On July 22, 2013, Exponent, Inc. (the “Company”) announced that the Audit Committee of its Board of Directors, acting pursuant to a delegation of authority of the Board of Directors, has declared a cash dividend of $0.15 per share of the Company’s common stock, payable September 27, 2013, to shareholders of record as of September 6, 2013.
 
A copy of the press release announcing the dividend and authorization is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The information in this Form 8-K, including Exhibit 99.2 attached hereto, is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits.
 
 
Exhibit 99.1. 
Press release dated July 23, 2013
 
 
Exhibit 99.2. 
Press release dated July 23, 2013
 
 
 
 
 
SIGNATURES
 
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.
 
Date: July 23, 2013    
 
EXPONENT, INC.
  
     
 
By:  
/s/ Richard L. Schlenker  
  
   
Richard L. Schlenker  
  
   
Chief Financial Officer
  
 
  

 
 

 EX-99.1 2 exh_991.htm EXHIBIT 99.1 Exponent Reports Second Quarter Fiscal 2013 Results

EXHIBIT 99.1

Exponent Reports Second Quarter Fiscal 2013 Results

MENLO PARK, Calif., July 23, 2013 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today reported financial results for the second quarter ended June 28, 2013.

For the second quarter of 2013, revenues before reimbursements increased 5% to $71,919,000, as compared to $68,318,000 in the second quarter of 2012. Total revenues were $75,505,000, as compared to $74,484,000 in the same period one year ago.

Net income for the second quarter was $10,848,000, or $0.77 per diluted share, as compared to $10,327,000, or $0.72 per diluted share, reported in the same quarter one year ago. EBITDA1 increased 6% to $19,470,000, as compared to $18,342,000 in the second quarter last year.

During the second quarter, Exponent generated $21.6 million in cash from operations, repurchased $5.4 million of common stock, and paid a dividend of $2.0 million. The Company closed the quarter with $123.1 million in cash, cash equivalents and short-term investments.

"Revenue, utilization and EBITDA performance were better than expected during the quarter," commented Dr. Paul Johnston, President and CEO. "During the quarter we had notable performances in our mechanical, electrical, thermal sciences, human factors, and chemical regulation and food safety practices, as well as our infrastructure group. Our revenues before reimbursements during the second quarter of 2013 included $1.75 million related to services performed for a foreign client in prior periods, which was recognized upon receipt of payment.

"We continued to see a steady flow of reactive engagements to investigate accidents, product recalls, and health and environmental exposures. Additionally we are seeing growth in our more proactive services including product design consulting, regulatory consulting and risk management.

"Considering our better-than-expected performance year to date, we now expect growth in revenues before reimbursements for the full year to be in the low single digits. We are also improving our 2013 outlook on EBITDA margin by 75 basis points to be down by 150 to 200 basis points as compared to the previous year. This guidance reflects the offsetting effects of reduced revenues from a few major assignments and a decline in defense work, with increased revenues from growth of the remaining business.

"We are optimistic about our long-term opportunities and remain focused on further translating our unique scientific and engineering capabilities into additional value," concluded Dr. Johnston.

Today's Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, Tuesday, July 23, 2013, starting at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time. The audio on the conference call is available by dialing 877-941-1427 or 480-629-9664. A live webcast of the call will be available on the Investor Relations section of the Company's website at www.exponent.com/investors. For those unable to listen to the live webcast, a replay of the call will also be available on the Exponent web site, or by dialing 800-406-7325 or 303-590-3030, and entering passcode 4626926#.

About Exponent

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent's multidisciplinary organization of scientists, physicians, engineers, and business consultants brings together more than 90 technical disciplines to address complicated issues facing industry and government today. The firm has been best known for analyzing accidents and failures to determine their causes, but in recent years it has become more active in assisting clients with human health, environmental and engineering issues associated with new products to help prevent problems in the future.

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

This news release contains, and incorporates by reference, certain "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended thereto under) that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document and in the documents incorporated herein by reference, the words "anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading "Risk Factors" and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.

1 EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of the measures to GAAP is set forth below.

EXPONENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Quarters Ended June 28, 2013 and June 29, 2012
(unaudited)
(in thousands, except per share data)
         
         
   Quarter Ended   Six Months Ended 
   June 28,   June 29,   June 28,   June 29, 
   2013   2012   2013   2012 
         
Revenues        
Revenues before reimbursements  $ 71,919  $ 68,318  $ 140,911  $ 134,788
Reimbursements  3,586  6,166  7,254  11,621
         
Revenues  75,505  74,484  148,165  146,409
         
Operating expenses        
Compensation and related expenses   44,432  41,857  92,994  88,032
Other operating expenses  6,207  5,952  12,354  11,514
Reimbursable expenses  3,586  6,166  7,254  11,621
General and administrative expenses   3,687  3,148  7,119  6,065
         
   57,912  57,123  119,721  117,232
         
Operating income   17,593  17,361  28,444  29,177
         
Other income         
Interest income, net  36  88  81  165
Miscellaneous income (expense), net  642  (201)  3,251  1,639
   678  (113)  3,332  1,804
         
Income before income taxes  18,271  17,248  31,776  30,981
         
Income taxes  7,423  6,921  12,952  12,453
         
         
Net income   $ 10,848  $ 10,327  $ 18,824  $ 18,528
         
         
Net income per share:        
Basic  $ 0.80  $ 0.75  $ 1.38  $ 1.34
Diluted  $ 0.77  $ 0.72  $ 1.34  $ 1.29
         
Shares used in per share computations:        
Basic  13,637  13,835  13,658  13,847
Diluted  14,007  14,316  14,068  14,373
 
EXPONENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 28, 2013 and December 28, 2012
(unaudited)
(in thousands)
     
     
   June 28,   December 28, 
   2013   2012 
Assets    
Current assets:    
Cash and cash equivalents  $ 116,644  $ 113,268
Short-term investments  6,417  20,881
Accounts receivable, net  86,446  85,361
Prepaid expenses and other assets  9,563  8,277
Deferred income taxes  9,053  7,657
Total current assets  228,123  235,444
Property, equipment and leasehold improvements, net  28,763  27,446
Goodwill  8,607  8,607
Other assets  48,836  43,920
   $ 314,329  $ 315,417
     
Liabilities and Stockholders' Equity    
Current liabilities:    
Accounts payable and accrued liabilities  $ 5,964  $ 10,386
Accrued payroll and employee benefits  44,614  54,720
Deferred revenues  7,744  6,665
Total current liabilities  58,322  71,771
Other liabilities  30,295  25,685
Deferred rent  2,474  1,532
Total liabilities  91,091  98,988
     
Stockholders' equity:    
Common stock  16  16
Additional paid-in capital  138,706  123,693
Accumulated other comprehensive loss  (709)  (250)
Retained earnings  210,585  206,057
Treasury stock, at cost  (125,360)  (113,087)
Total stockholders' equity  223,238  216,429
   $ 314,329  $ 315,417
 
EXPONENT, INC. 
EBITDA and EBITDAS (1) 
For the Quarters Ended June 28, 2013 and June 29, 2012
(unaudited)
(in thousands)
         
         
   Quarter Ended   Six Months Ended 
   June 28,   June 29,   June 28,   June 29, 
   2013   2012   2013   2012 
         
Net Income  $ 10,848  $ 10,327  $ 18,824  $ 18,528
         
Add back (subtract):        
         
Income taxes  7,423  6,921  12,952  12,453
Interest income, net  (36)  (88)  (81)  (165)
Depreciation and amortization  1,235  1,182  2,384  2,326
         
EBITDA (1)  19,470  18,342  34,079  33,142
         
Stock-based compensation  3,040  2,727  8,331  7,184
         
EBITDAS (1)  $ 22,510  $ 21,069  $ 42,410  $ 40,326
         
         
         
(1) EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to compliment operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. 
CONTACT: (888) 656-EXPO
         info@exponent.com
         www.exponent.com
 EX-99.2 3 exh_992.htm EXHIBIT 99.2 Exponent Declares Regular Quarterly Dividend

EXHIBIT 99.2

Exponent Declares Regular Quarterly Dividend

MENLO PARK, Calif., July 23, 2013 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.15 per share of common stock to be paid on September 27, 2013 to all common stockholders of record as of September 6, 2013.

Exponent anticipates paying quarterly dividends each year in March, June, September and December. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of Exponent's Board of Directors.

About Exponent

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent's multidisciplinary organization of scientists, physicians, engineers, and business consultants brings together more than 90 technical disciplines to address complicated issues facing industry and government today. The firm has been best known for analyzing accidents and failures to determine their causes, but in recent years it has become more active in assisting clients with human health, environmental and engineering issues associated with new products to help prevent problems in the future.

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

This news release contains, and incorporates by reference, certain "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended thereto under) that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document and in the documents incorporated herein by reference, the words "anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading "Risk Factors" and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.

CONTACT: Exponent, Inc.
         (888) 656-EXPO
         info@exponent.com
         www.exponent.com