FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 1, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-18655
EXPONENT, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 77-0218904 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) |
| 149 COMMONWEALTH DRIVE, MENLO PARK, CALIFORNIA | 94025 | |
| (Address of principal executive office) | (Zip Code) |
Registrants telephone number, including area code (650) 326-9400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class |
Outstanding at May 6, 2005 | |
| Common Stock $.001 par value | 7,976,990 shares |
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||
| Item 1. |
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| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
14 | ||
| Item 3. |
21 | |||
| Item 4. |
22 | |||
| Item 6. |
22 | |||
| 23 | ||||
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PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
April 1, 2005 and December 31, 2004
(in thousands, except share data)
(unaudited)
| April 1, 2005 |
December 31, 2004 |
|||||||
| Assets | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 2,990 | $ | 4,680 | ||||
| Short-term investments |
52,012 | 55,366 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $1,995 and $1,503 at April 1, 2005 and December 31, 2004, respectively |
44,070 | 38,586 | ||||||
| Prepaid expenses and other assets |
2,661 | 2,674 | ||||||
| Deferred income taxes |
2,594 | 2,205 | ||||||
| Total current assets |
104,327 | 103,511 | ||||||
| Property, equipment and leasehold improvements, net |
30,509 | 30,211 | ||||||
| Goodwill |
8,607 | 8,607 | ||||||
| Other assets |
3,598 | 1,803 | ||||||
| $ | 147,041 | $ | 144,132 | |||||
| Liabilities and Stockholders Equity | ||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 6,710 | $ | 4,330 | ||||
| Accrued payroll and employee benefits |
14,848 | 18,528 | ||||||
| Deferred revenues |
1,297 | 1,681 | ||||||
| Total current liabilities |
22,855 | 24,539 | ||||||
| Other liabilities |
2,563 | 1,484 | ||||||
| Deferred rent |
1,115 | 1,087 | ||||||
| Total liabilities |
26,533 | 27,110 | ||||||
| Stockholders equity: |
||||||||
| Common stock, $.001 par value; 20,000,000 shares authorized; 8,052,880 and 8,005,644 shares issued at April 1, 2005 and December 31, 2004, respectively |
8 | 8 | ||||||
| Additional paid-in capital |
45,350 | 42,282 | ||||||
| Deferred stock-based compensation |
(2,152 | ) | (907 | ) | ||||
| Accumulated other comprehensive income |
36 | 114 | ||||||
| Retained earnings |
79,392 | 75,525 | ||||||
| Treasury stock, at cost, 90,253 and 0 shares held at April 1, 2005 and December 31, 2004, respectively |
(2,126 | ) | | |||||
| Total stockholders equity |
120,508 | 117,022 | ||||||
| $ | 147,041 | $ | 144,132 | |||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
- 3 -
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Quarters Ended April 1, 2005 and April 2, 2004
(in thousands, except per share data)
(unaudited)
| Quarters Ended | ||||||
| April 1, 2005 |
April 2, 2004 | |||||
| Revenues: |
||||||
| Revenues before reimbursements |
$ | 36,929 | $ | 35,925 | ||
| Reimbursements |
2,267 | 2,841 | ||||
| Revenues |
39,196 | 38,766 | ||||
| Operating expenses: |
||||||
| Compensation and related expenses |
23,881 | 22,937 | ||||
| Other operating expenses |
4,664 | 4,841 | ||||
| Reimbursable expenses |
2,267 | 2,841 | ||||
| General and administrative expenses |
2,329 | 2,340 | ||||
| 33,141 | 32,959 | |||||
| Operating income |
6,055 | 5,807 | ||||
| Other income: |
||||||
| Interest income, net |
234 | 93 | ||||
| Miscellaneous income, net |
114 | 71 | ||||
| 348 | 164 | |||||
| Income before income taxes |
6,403 | 5,971 | ||||
| Income taxes |
2,536 | 2,450 | ||||
| Net income |
$ | 3,867 | $ | 3,521 | ||
| Net income per share: |
||||||
| Basic |
$ | 0.48 | $ | 0.48 | ||
| Diluted |
$ | 0.45 | $ | 0.42 | ||
| Shares used in per share computations: |
||||||
| Basic |
8,023 | 7,336 | ||||
| Diluted |
8,673 | 8,298 | ||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
- 4 -
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Quarters Ended April 1, 2005 and April 2, 2004
(in thousands)
(unaudited)
| Quarters Ended |
||||||||
| April 1, 2005 |
April 2, 2004 |
|||||||
| Net income |
$ | 3,867 | $ | 3,521 | ||||
| Other comprehensive income (loss): |
||||||||
| Foreign currency translation adjustments |
(41 | ) | 12 | |||||
| Unrealized loss on short-term investments, net of taxes |
(37 | ) | (13 | ) | ||||
| Comprehensive income, net of taxes |
$ | 3,789 | $ | 3,520 | ||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
- 5 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Quarters Ended April 1, 2005 and April 2, 2004
(in thousands)
(unaudited)
| Quarters Ended |
||||||||
| April 1, 2005 |
April 2, 2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 3,867 | $ | 3,521 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
1,126 | 984 | ||||||
| Deferred rent expense |
28 | 56 | ||||||
| Provision for doubtful accounts |
640 | 553 | ||||||
| Stock-based compensation |
96 | 27 | ||||||
| Deferred income tax provision |
(1,087 | ) | | |||||
| Tax benefit for stock option plans |
266 | | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(6,124 | ) | (5,913 | ) | ||||
| Prepaid expenses and other assets |
(11 | ) | 410 | |||||
| Accounts payable and accrued liabilities |
2,380 | 155 | ||||||
| Accrued payroll and employee benefits |
(2,339 | ) | (1,789 | ) | ||||
| Deferred revenues |
(384 | ) | (1,589 | ) | ||||
| Net cash used in operating activities |
(1,542 | ) | (3,585 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(1,096 | ) | (457 | ) | ||||
| Other assets |
8 | 238 | ||||||
| Purchase of short-term investments |
(19,398 | ) | (18,252 | ) | ||||
| Sale/maturity of short-term investments |
22,382 | 17,820 | ||||||
| Net cash provided by (used in) investing activities |
1,896 | (651 | ) | |||||
| Cash flows from financing activities: |
||||||||
| Repayments of borrowings and long-term obligations |
(21 | ) | (19 | ) | ||||
| Repurchase of common stock |
(3,064 | ) | | |||||
| Issuance of common stock |
1,058 | 806 | ||||||
| Net cash (used in) provided by financing activities |
(2,027 | ) | 787 | |||||
| Effect of foreign currency exchange rates on cash and cash equivalents |
(17 | ) | (2 | ) | ||||
| Net decrease in cash and cash equivalents |
(1,690 | ) | (3,451 | ) | ||||
| Cash and cash equivalents at beginning of period |
4,680 | 5,666 | ||||||
| Cash and cash equivalents at end of period |
$ | 2,990 | $ | 2,215 | ||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
- 6 -
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Quarters Ended April 1, 2005 and April 2, 2004
Note 1: Basis of Presentation
Exponent, Inc. (referred to as the Company or Exponent) is an engineering and scientific consulting firm that provides solutions to complex problems. The Company operates on a 52-53 week fiscal year ending on the Friday closest to the last day of December.
The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments which are necessary for the fair presentation of the condensed consolidated financial statements have been included and all such adjustments are of a normal and recurring nature. The operating results for the fiscal quarters ended April 1, 2005 and April 2, 2004, are not necessarily representative of the results of future quarterly or annual periods.
Reclassifications. Certain prior period balances have been reclassified to conform to the current period presentation. The Company reclassified $2,300,000 in variable rate demand obligations from cash and cash equivalents to short-term investments on the fiscal 2004 condensed consolidated balance sheet. The reclassification to short-term investments is based on the latest interpretation of cash equivalents pursuant to Statement of Financial Accounting Standards No. 95 (SFAS 95), Statement of Cash Flows.
Note 2: Revenue Recognition
The Company derives its revenues primarily from professional fees earned on consulting engagements and fees earned for the use of its equipment and facilities, as well as reimbursements for outside direct expenses associated with the services that are billed to its clients.
Exponent reports revenues net of subcontractor fees. The Company has determined that it is not the primary obligor with respect to its subcontractors because:
| | its clients are directly involved in the subcontractor selection process; |
| | the subcontractor is responsible for fulfilling the scope of work; and |
| | the Company passes through the costs of subcontractor agreements with only a minimal fixed percentage mark-up to compensate it for processing the transactions. |
Reimbursements, including those related to travel and other out-of-pocket expenses, and other similar third-party costs such as the cost of materials, are included in revenues, and an equivalent amount of reimbursable expenses are included in operating expenses. Any mark-up on reimbursable expenses is included in revenues.
Substantially all of the Companys engagements are performed under time and material or fixed-price billing arrangements. On time and material and fixed-price projects, revenue is generally recognized as the services are performed. For substantially all of the Companys fixed-price engagements, it recognizes revenue based on the relationship of incurred labor hours at standard rates to its estimate of the total labor hours at standard rates it expects to incur over the term of the contract. The Company believes this methodology achieves a reliable measure of the revenue from the consulting services it provides to its customers under fixed-price contracts given the nature of the consulting services the Company provides and the following additional considerations:
| | the Company considers labor hours at standard rates and expenses to be incurred when pricing its contracts; |
| | the Company generally does not incur set-up costs on its contracts; |
- 7 -
| | the Company does not believe that there are reliable milestones to measure progress toward completion; |
| | if either party terminates the contract early, the customer is required to pay the Company for time at standard rates plus materials incurred to date; |
| | the Company does not recognize revenue for award fees or bonuses until specific contractual criteria are met; |
| | the Company does not include revenue for unpriced change orders until the customer agrees with the changes; |
| | historically the Company has not had significant accounts receivable write-offs or cost overruns; and |
| | its contracts are typically progress billed on a monthly basis. |
Gross revenues and reimbursements for the quarters ended April 1, 2005 and April 2, 2004 are as follows:
| Quarters Ended | ||||||
| (In thousands)
|
April 1, 2005 |
April 2, 2004 | ||||
| Gross revenues |
$ | 41,767 | $ | 40,593 | ||
| Less: Subcontractor fees |
2,571 | 1,827 | ||||
| Revenues |
39,196 | 38,766 | ||||
| Reimbursements: |
||||||
| Out-of-pocket travel reimbursements |
||||||