0001171843-13-004016.txt : 20131016 0001171843-13-004016.hdr.sgml : 20131016 20131016160530 ACCESSION NUMBER: 0001171843-13-004016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131016 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131016 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: 131154295 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_101613.htm FORM 8-K f8k_101613.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): October 16, 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 October 16, 2013, Exponent, Inc. issued a press release announcing its financial results for the third quarter ended September 27, 2013.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 7.01.  Regulation FD Disclosure.
 
On October 16, 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 December 20, 2013, to shareholders of record as of November 29, 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 October 16, 2013
 
 
Exhibit 99.2. 
Press release dated October 16, 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: October 16, 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 Third Quarter Fiscal 2013 Results

EXHIBIT 99.1

Exponent Reports Third Quarter Fiscal 2013 Results

MENLO PARK, Calif., Oct. 16, 2013 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today reported financial results for the third quarter ended September 27, 2013.

For the third quarter of 2013, revenues before reimbursements increased 5% to $70,096,000, as compared to $66,725,000 in the third quarter of 2012. Total revenues increased 3% to $75,231,000, as compared to $73,298,000 in the same period one year ago.

Net income for the third quarter increased 8% to $11,094,000, or $0.79 per diluted share, as compared to $10,225,000, or $0.72 per diluted share, reported in the third quarter of 2012. EBITDA1 increased 8% to $18,784,000, as compared to $17,383,000 in the same period one year ago.

During the third quarter, Exponent generated $17,394,000 in cash from operations, repurchased $4,093,000 of common stock, and paid a dividend of $1,970,000. The Company closed the quarter with $135,043,000 in cash, cash equivalents and short-term investments.

"Revenue, utilization and profitability were better than expected in the quarter as we had solid growth from our underlying business while our major assignments did not tail-off as quickly as anticipated. During the quarter we had notable performances in our polymer sciences, mechanical engineering, biomedical, construction consulting and chemical regulation and food safety practices," commented Dr. Paul Johnston, President and CEO.

"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 middle single digits. We are also improving our 2013 outlook on EBITDA margin by 100 basis points to be down by 50 to 100 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 and a 53rd week in 2013.

"We continue to see an increasing demand for our multi-disciplinary consulting services. We are adding talent that will ensure that we have the resources to address our clients' most important engineering and scientific business issues now and into the future," concluded Dr. Johnston.

Today's Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, Wednesday, October 16, 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 4644191#.

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 September 27, 2013 and September 28, 2012
(unaudited)
(in thousands, except per share data)
         
   Quarter Ended   Nine Months Ended 
   September 27,   September 28,   September 27,   September 28, 
   2013   2012   2013   2012 
         
Revenues        
Revenues before reimbursements  $ 70,096  $ 66,725  $ 211,007  $ 201,513
Reimbursements  5,135  6,573  12,389  18,194
         
Revenues  75,231  73,298  223,396  219,707
         
Operating expenses        
Compensation and related expenses   44,801  42,589  137,795  130,621
Other operating expenses  6,440  5,908  18,794  17,422
Reimbursable expenses  5,135  6,573  12,389  18,194
General and administrative expenses   3,695  3,500  10,814  9,565
   60,071  58,570  179,792  175,802
         
Operating income   15,160  14,728  43,604  43,905
         
Other income         
Interest income, net  14  80  95  245
Miscellaneous income, net  2,341  1,522  5,592  3,161
   2,355  1,602  5,687  3,406
Income before income taxes  17,515  16,330  49,291  47,311
         
Income taxes  6,421  6,105  19,373  18,558
         
Net income   $ 11,094  $ 10,225  $ 29,918  $ 28,753
         
Net income per share:        
Basic  $ 0.82  $ 0.75  $ 2.19  $ 2.08
Diluted  $ 0.79  $ 0.72  $ 2.13  $ 2.01
         
Shares used in per share computations:        
Basic  13,598  13,694  13,638  13,796
Diluted  13,993  14,196  14,047  14,317
 
 
EXPONENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 27, 2013 and December 28, 2012
(unaudited)
(in thousands)
     
   September 27,   December 28, 
   2013   2012 
Assets    
Current assets:    
Cash and cash equivalents  $ 121,747  $ 113,268
Short-term investments  13,296  20,881
Accounts receivable, net  82,177  85,361
Prepaid expenses and other assets  9,512  8,277
Deferred income taxes  8,295  7,657
Total current assets  235,027  235,444
Property, equipment and leasehold improvements, net  28,372  27,446
Goodwill  8,607  8,607
Other assets  52,471  43,920
   $ 324,477  $ 315,417
     
Liabilities and Stockholders' Equity    
Current liabilities:    
Accounts payable and accrued liabilities  $ 5,139  $ 10,386
Accrued payroll and employee benefits  47,645  54,720
Deferred revenues  6,155  6,665
Total current liabilities  58,939  71,771
Other liabilities  32,483  25,685
Deferred rent  2,416  1,532
Total liabilities  93,838  98,988
     
Stockholders' equity:    
Common stock  16  16
Additional paid-in capital  140,013  123,693
Accumulated other comprehensive loss  (156)  (250)
Retained earnings  219,493  206,057
Treasury stock, at cost  (128,727)  (113,087)
Total stockholders' equity  230,639  216,429
   $ 324,477  $ 315,417
 
 
EXPONENT, INC. 
EBITDA and EBITDAS (1) 
For the Quarters Ended September 27, 2013 and September 28, 2012
(unaudited)
(in thousands)
     
   Quarter Ended   Nine Months Ended 
   September 27,   September 28,   September 27,   September 28, 
   2013   2012   2013   2012 
         
Net Income  $ 11,094  $ 10,225  $ 29,918  $ 28,753
         
Add back (subtract):        
         
Income taxes  6,421  6,105  19,373  18,558
Interest income, net  (14)  (80)  (95)  (245)
Depreciation and amortization  1,283  1,133  3,667  3,459
         
EBITDA (1)  18,784  17,383  52,863  50,525
         
Stock-based compensation  2,501  2,748  10,832  9,932
         
EBITDAS (1)  $ 21,285  $ 20,131  $ 63,695  $ 60,457
         
(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. 
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., Oct. 16, 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 December 20, 2013 to all common stockholders of record as of November 29, 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
         (888) 656-EXPO
         info@exponent.com
         www.exponent.com