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Form 8-K EXPONENT INC For: Apr 22

April 22, 2015 4:11 PM EDT
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 22, 2015
 
Exponent, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-18655
(Commission File Number)
770218904
(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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
 
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 22, 2015, Exponent Inc. issued a press release announcing its financial results for the first quarter ended April 3, 2015.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 7.01.  Regulation FD Disclosure.
 
On April 22, 2015, Exponent, Inc. (the “Company”) announced that its Board of Directors has approved a two-for-one stock split of its common stock and a change in the number of authorized shares of common and preferred stock to 80 million and 2 million, respectively, each subject to stockholder approval of both the split and the change in authorized shares at the 2015 annual meeting of stockholders on May 28, 2015.  The Company also announced that its Board of Directors has declared a quarterly cash dividend to be paid on June 26, 2015 to all common stockholders of record as of June 12, 2015.  If the proposed stock split and the change in authorized shares are approved by stockholders the cash dividend will be $0.15 per share.  If the proposed stock split, the change in authorized shares, or both are not approved by stockholders, the cash dividend will be $0.30 per share.

A copy of the press release announcing the stock split and dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
Exhibit 99.1.  Press release dated April 22, 2015.
 
Exhibit 99.2.  Press release dated April 22, 2015.
 
 
 

 
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 22, 2015
 
 
EXPONENT, INC.
 
 
 
By:  
/s/ Richard L. Schlenker  
 
   
Richard L. Schlenker  
 
   
Chief Financial Officer
 
 
 
 
 
 

EXHIBIT 99.1

Exponent Reports First Quarter Fiscal Year 2015 Results

MENLO PARK, Calif., April 22, 2015 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the first quarter ended April 3, 2015.

For the first quarter of 2015, revenues before reimbursements increased 4% to $76,141,000, from $72,967,000 in the same period one year ago. Total revenues increased 6% to $80,293,000 from $75,962,000 in the same period one year ago.

Net income for the first quarter increased 13% to $10,333,000 from $9,154,000 in the first quarter of 2014. Earnings per diluted share increased to $0.75 as compared to $0.66 in the same quarter in 2014. EBITDA1 increased 11% to $18,418,000, as compared to $16,643,000 in the same period one year ago.

During the quarter, Exponent repurchased $3.5 million of common stock and paid dividends of $4 million. The Company closed the quarter with $145 million in cash, cash equivalents and short-term investments.

"For the first quarter, we delivered solid revenue growth, improved utilization and strong profitability," commented Dr. Paul Johnston, President and CEO. "We are pleased that clients continued to call upon us to assist them with their most significant litigation matters and product recalls as well as to help them with risk management and new product development. We had notable performances from our material science, mechanical engineering, polymers science, human factors, structural engineering and construction consulting practices as well as in our environmental group.

"For the full year of 2015, we continue to expect growth in revenues before reimbursements to be in the low to mid-single digits and the EBITDA1 margin to be approximately flat with the 25% we achieved in 2014. Our underlying growth remains in the high single digits but will be partially offset by a significant decline in defense work and a major project stepping down in the second half of 2015.  

"We remain focused on further expanding our unique market position in assessing the reliability, safety, human health and environmental issues of increasingly complex technologies, products, and processes," concluded Dr. Johnston.

Today's Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, Wednesday, April 22, 2015, starting at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. The audio of the conference call is available by dialing (888) 401-4669 or (719) 325-2429. 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 (888) 203-1112 or (719) 457-0820, and entering passcode 7905988#. 

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, [email protected], 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. The Private Securities Litigation Reform Act of 1995 subject to the safe harbor creates such forward-looking statements. 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 3, 2015 and April 4, 2014
(unaudited)
(in thousands, except per share data)
     
   
   Quarters Ended 
   April 3,   April 4, 
   2015   2014 
     
Revenues    
Revenues before reimbursements  $ 76,141  $ 72,967
Reimbursements  4,152  2,995
     
Revenues  80,293  75,962
     
Operating expenses    
Compensation and related expenses   51,115  48,858
Other operating expenses  6,510  6,317
Reimbursable expenses  4,152  2,995
General and administrative expenses   3,488  3,698
     
   65,265  61,868
     
Operating income   15,028  14,094
     
Other income     
Interest income, net  34  44
Miscellaneous income, net  2,009  1,227
   2,043  1,271
     
Income before income taxes  17,071  15,365
     
Income taxes  6,738  6,211
     
     
Net income   $ 10,333  $ 9,154
     
     
Net income per share:    
Basic  $ 0.78  $ 0.68
Diluted  $ 0.75  $ 0.66
     
Shares used in per share computations:    
Basic  13,311  13,537
Diluted  13,695  13,940
 
 
EXPONENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
April 3, 2015 and January 2, 2015
(unaudited)
(in thousands)
     
     
   April 3,   January 2, 
   2015   2015 
Assets    
Current assets:    
Cash and cash equivalents  $ 123,658  $ 129,490
Short-term investments  21,368  24,913
Accounts receivable, net  88,076  86,368
Prepaid expenses and other assets  12,121  14,727
Deferred income taxes  11,602  11,002
Total current assets  256,825  266,500
Property, equipment and leasehold improvements, net  27,587  28,264
Goodwill  8,607  8,607
Other assets  64,224  61,928
   $ 357,243  $ 365,299
     
Liabilities and Stockholders' Equity    
Current liabilities:    
Accounts payable and accrued liabilities  $ 8,933  $ 8,935
Accrued payroll and employee benefits  40,169  62,184
Deferred revenues  5,776  8,226
Total current liabilities  54,878  79,345
Other liabilities  46,633  39,607
Deferred rent  1,914  2,059
Total liabilities  103,425  121,011
     
Stockholders' equity:    
Common stock  16  16
Additional paid-in capital  174,161  160,225
Accumulated other comprehensive loss  (1,412)  (904)
Retained earnings  248,089  246,961
Treasury stock, at cost  (167,036)  (162,010)
Total stockholders' equity  253,818  244,288
   $ 357,243  $ 365,299
 
 
EXPONENT, INC. 
EBITDA and EBITDAS (1) 
For the Quarters Ended April 3, 2015 and April 4, 2014
(unaudited)
(in thousands)
     
   
   Quarters Ended 
   April 3,   April 4, 
   2015   2014 
     
Net Income  $ 10,333  $ 9,154
     
Add back (subtract):    
     
Income taxes  6,738  6,211
Interest income, net  (34)  (44)
Depreciation and amortization  1,381  1,322
     
EBITDA (1)  18,418  16,643
     
Stock-based compensation  5,221  5,293
     
EBITDAS (1)  $ 23,639  $ 21,936
     
     
(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.

EXHIBIT 99.2

Exponent Announces Two-for-One Stock Split and Declares Regular Quarterly Dividend

MENLO PARK, Calif., April 22, 2015 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today announced that its Board of Directors has approved a two-for-one stock split of its common stock and a change in the number of authorized shares of common and preferred stock to 80 million and 2 million, respectively, each subject to stockholder approval of both the split and the change in authorized shares at the 2015 annual meeting of stockholders on May 28, 2015. If Exponent's stockholders approve the stock split and the change in authorized shares, each stockholder of record at the close of business on May 28, 2015 will receive one additional share of common stock for every outstanding share of common stock held on the record date. Upon the completion of the stock split, Exponent will have approximately 26 million shares of common stock outstanding.

In addition, the Board of Directors has declared a quarterly cash dividend to be paid on June 26, 2015 to all common stockholders of record as of June 12, 2015. If the proposed stock split and the change in authorized shares are approved by stockholders the cash dividend will be $0.15 per share. If the proposed stock split, the change in authorized shares, or both are not approved by stockholders, the cash dividend will be $0.30 per share. 

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, [email protected], 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.



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