0001171843-14-001814.txt : 20140423 0001171843-14-001814.hdr.sgml : 20140423 20140423161544 ACCESSION NUMBER: 0001171843-14-001814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140423 DATE AS OF CHANGE: 20140423 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: 14778931 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_042314.htm FORM 8-K f8k_042314.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): April 23, 2014
 
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 April 23, 2014, Exponent, Inc. issued a press release announcing its financial results for the first quarter ended April 4, 2014.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 7.01.  Regulation FD Disclosure.
 
On April 23, 2014, Exponent, Inc. (the "Company") announced that its Board of Directors has declared a cash dividend of $0.25 per share of the Company's common stock, payable June 27, 2014, to shareholders of record as of June 6, 2014.
 
A copy of the press release announcing the dividend 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 April 23, 2014
 
 
Exhibit 99.2. 
Press release dated April 23, 2014
 
 
 
 
 
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: April 23, 2014    
 
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 First Quarter Fiscal 2014 Results

EXHIBIT 99.1

Exponent Reports First Quarter Fiscal 2014 Results

MENLO PARK, Calif., April 23, 2014 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today reported financial results for the first quarter ended April 4, 2014.

For the first quarter of 2014, revenues before reimbursements increased 6% to $72,967,000, as compared to $68,992,000 in the same period of 2013. Total revenues were $75,962,000, as compared to $72,660,000 in the same period one year ago.  

Net income for the first quarter increased 15% to $9,154,000, or $0.66 per diluted share, as compared to $7,976,000, or $0.56 per diluted share, in the same period of 2013. For the quarter EBITDA1 increased 14% to $16,643,000, as compared to $14,609,000 in the same period one year ago.  

During the first quarter of 2014, Exponent repurchased $7.6 million of common stock, and paid dividends of $3.3 million. The Company closed the quarter with $137.5 million in cash, cash equivalents and short-term investments.

"We are pleased to have started the year with solid revenue growth, improved margins and strong earnings. We also continued to buy back stock and distribute dividends to shareholders," commented Dr. Paul Johnston, President and CEO. "In the quarter, we had notable performances from our polymer science, biomedical, environmental and construction consulting practices.  

"For 2014 we continue to expect growth in revenues before reimbursements to be in the low single digits and EBITDA1 margin to be down approximately 100 basis points from 24.6% in 2013. As a reminder, fiscal 2013 included an extra week of activity. For the second quarter and full year, growth in revenues before reimbursements will be reduced because of a step-down in a few major assignments, lower defense spending, and $1.4 million of revenues recognized upon payment in 2013 for work performed in the prior year. Since our second quarter ends on July 4th utilization for the quarter will be further impacted by the additional holiday and associated vacations.  

"We remain optimistic about our long-term ability to build upon our differentiated market position as a leading multi-disciplinary engineering and scientific consulting firm," concluded Dr. Johnston.

Today's Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, Wednesday, April 23, 2014, starting at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time. The audio of the conference call is available by dialing 877-941-2068 or 480-629-9712. 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 4677897#.

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 April 4, 2014 and March 29, 2013
(unaudited)
(in thousands, except per share data)
   
   Quarters Ended 
   April 4,   March 29, 
   2014   2013 
     
Revenues    
Revenues before reimbursements  $ 72,967  $ 68,992
Reimbursements  2,995  3,668
     
Revenues  75,962  72,660
     
Operating expenses    
Compensation and related expenses   48,858  48,562
Other operating expenses  6,317  6,147
Reimbursable expenses  2,995  3,668
General and administrative expenses   3,698  3,432
     
   61,868  61,809
     
Operating income   14,094  10,851
     
Other income     
Interest income, net  44  45
Miscellaneous income, net  1,227  2,609
   1,271  2,654
     
Income before income taxes  15,365  13,505
     
Income taxes  6,211  5,529
     
Net income   $ 9,154  $ 7,976
     
     
Net income per share:    
Basic  $ 0.68  $ 0.58
Diluted  $ 0.66  $ 0.56
     
Shares used in per share computations:    
Basic  13,537  13,667
Diluted  13,940  14,125
 
EXPONENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
April 4, 2014 and January 3, 2014
(unaudited)
(in thousands)
     
   April 4,   January 3, 
   2014   2014 
Assets    
Current assets:    
Cash and cash equivalents  $ 105,621  $ 122,948
Short-term investments  31,831  33,171
Accounts receivable, net  84,946  76,980
Prepaid expenses and other assets  16,835  10,450
Deferred income taxes  10,408  8,135
Total current assets  249,641  251,684
Property, equipment and leasehold improvements, net  28,314  28,721
Goodwill  8,607  8,607
Other assets  55,103  55,154
   $ 341,665  $ 344,166
     
Liabilities and Stockholders' Equity    
Current liabilities:    
Accounts payable and accrued liabilities  $ 12,533  $ 8,442
Accrued payroll and employee benefits  42,336  56,934
Deferred revenues  7,204  6,771
Total current liabilities  62,073  72,147
Other liabilities  35,766  34,628
Deferred rent  2,233  2,332
Total liabilities  100,072  109,107
     
Stockholders' equity:    
Common stock  16  16
Additional paid-in capital  155,690  141,250
Accumulated other comprehensive income  175  109
Retained earnings  225,592  226,040
Treasury stock, at cost  (139,880)  (132,356)
Total stockholders' equity  241,593  235,059
   $ 341,665  $ 344,166
 
EXPONENT, INC. 
EBITDA and EBITDAS (1) 
For the Quarters Ended April 4, 2014 and March 29, 2013
(unaudited)
(in thousands)
   
   Quarters Ended 
   April 4,   March 29, 
   2014   2013 
     
Net Income  $ 9,154  $ 7,976
     
Add back (subtract):    
     
Income taxes  6,211  5,529
Interest income, net  (44)  (45)
Depreciation and amortization  1,322  1,149
     
EBITDA (1)  16,643  14,609
     
Stock-based compensation  5,293  5,291
     
EBITDAS (1)  $ 21,936  $ 19,900
     
(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.
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., April 23, 2014 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today announced that its Board of Directors has declared a quarterly cash dividend of $0.25 per share of common stock to be paid on June 27, 2014 to all common stockholders of record as of June 6, 2014.

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.