UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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(Address of principal executive office) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
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☒ |
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No |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes |
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No |
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As of July 26, 2024, the latest practicable date, the registrant had
EXPONENT, INC.
FORM 10-Q
TABLE OF CONTENTS
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets June 28, 2024 and December 29, 2023 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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31 |
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32 |
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- 2 -
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
EXPONENT, INC.
Condensed Consolidated Balance Sheets
June 28, 2024 and December 29, 2023
(in thousands, except par value)
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June 28, 2024 |
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December 29, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for contract losses and doubtful accounts |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, equipment and leasehold improvements, net of accumulated depreciation and |
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Operating lease right-of-use assets |
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Goodwill |
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Deferred income taxes |
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Deferred compensation plan assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Accrued payroll and employee benefits |
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Deferred revenues |
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Operating lease liabilities |
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Total current liabilities |
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Other liabilities |
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Deferred compensation plan liabilities |
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Operating lease liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Foreign currency translation adjustments |
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( |
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( |
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Retained earnings |
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Treasury stock, at cost; |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
- 3 -
EXPONENT, INC.
Condensed Consolidated Statements of Income
For the Three and Six Months Ended June 28, 2024 and June 30, 2023
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 28, |
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June 30, |
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June 28, |
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June 30, |
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Revenues: |
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Revenues before reimbursements |
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$ |
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$ |
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$ |
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$ |
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Reimbursements |
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Revenues |
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Operating expenses: |
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Compensation and related expenses |
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Other operating expenses |
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Reimbursable expenses |
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General and administrative expenses |
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Total operating expenses |
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Operating income |
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Other income, net: |
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Interest income, net |
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Miscellaneous income (expense), net |
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Total other income, net |
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Income before income taxes |
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Income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Net income per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Shares used in per share computations: |
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Basic |
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Diluted |
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Cash dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
- 4 -
EXPONENT, INC.
Condensed Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended June 28, 2024 and June 30, 2023
(in thousands)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 28, |
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June 30, |
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June 28, |
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June 30, |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation |
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( |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
- 5 -
EXPONENT, INC
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Six Months Ended June 28, 2024 and June 30, 2023
(in thousands)
(unaudited)
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Three and Six Months Ended June 28, 2024 |
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Common Stock |
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Additional |
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Accumulated |
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Retained |
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Treasury Stock |
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Shares |
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Amount |
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capital |
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loss |
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earnings |
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Shares |
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Amount |
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Total |
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Balance at December 29, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Employee stock purchase plan |
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- |
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- |
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- |
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- |
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( |
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$ |
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Amortization of unrecognized stock-based |
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- |
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- |
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- |
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- |
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- |
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- |
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$ |
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Purchase of treasury shares |
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- |
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- |
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- |
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- |
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- |
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( |
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$ |
( |
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Foreign currency translation adjustments |
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- |
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- |
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- |
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( |
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- |
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- |
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- |
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$ |
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Grant of restricted stock units to settle accrued |
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- |
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- |
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- |
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- |
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- |
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- |
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$ |
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Settlement of restricted stock units |
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- |
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- |
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( |
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- |
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( |
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( |
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( |
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$ |
( |
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Exercise of stock options |
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- |
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- |
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- |
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( |
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$ |
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Dividends and dividend equivalent rights |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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$ |
( |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at March 29, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Employee stock purchase plan |
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- |
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- |
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- |
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- |
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( |
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Amortization of unrecognized stock-based |
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- |
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- |
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- |
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- |
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- |
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- |
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Purchase of treasury shares |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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Foreign currency translation adjustments |
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- |
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- |
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- |
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- |
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- |
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Settlement of restricted stock units |
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- |
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- |
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( |
) |
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- |
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- |
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( |
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- |
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Exercise of stock options |
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- |
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- |
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- |
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( |
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Dividends and dividend equivalent rights |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at June 28, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
- 6 -
EXPONENT, INC
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Six Months Ended June 28, 2024 and June 30, 2023
(in thousands)
(unaudited)
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Three and Six Months Ended June 30, 2023 |
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Common Stock |
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Additional |
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Accumulated |
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Retained |
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Treasury Stock |
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Shares |
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Amount |
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capital |
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income (loss) |
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earnings |
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Shares |
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Amount |
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Total |
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Balance at December 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Employee stock purchase plan |
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- |
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- |
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- |
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- |
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( |
) |
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Amortization of unrecognized stock-based |
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- |
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- |
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- |
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- |
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- |
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- |
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Foreign currency translation adjustments |
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- |
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- |
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- |
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- |
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- |
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- |
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Grant of restricted stock units to settle accrued bonus |
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- |
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- |
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- |
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- |
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- |
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- |
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Settlement of restricted stock units |
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- |
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- |
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( |
) |
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- |
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( |
) |
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( |
) |
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( |
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( |
) |
Exercise of stock options |
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- |
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- |
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( |
) |
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Dividends and dividend equivalent rights |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at March 31, 2023 |
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|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Employee stock purchase plan |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
|||
Amortization of unrecognized stock-based |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Settlement of restricted stock units |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
Dividends and dividend equivalent rights |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance at June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
- 7 -
EXPONENT, INC.
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 28, 2024 and June 30, 2023
(in thousands)
(unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 28, |
|
|
June 30, |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by |
|
|
|
|
|
|
||
Depreciation and amortization of property, equipment and |
|
|
|
|
|
|
||
Provision for contract losses and doubtful accounts |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Deferred income tax provision |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
|
|
|
( |
) |
|
Change in operating leases |
|
|
|
|
|
( |
) |
|
Accounts payable and accrued liabilities |
|
|
|
|
|
( |
) |
|
Accrued payroll and employee benefits |
|
|
( |
) |
|
|
( |
) |
Deferred revenues |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Payroll taxes for restricted stock units |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
- |
|
Exercise of stock-based payment awards |
|
|
|
|
|
|
||
Dividends and dividend equivalents rights |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of foreign currency exchange rates on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net change in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
- 8 -
EXPONENT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1:
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 unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission. Accordingly, they do not contain all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. 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 three and six months ended June 28, 2024 are not necessarily representative of the results of future quarterly or annual periods. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023, which was filed with the U.S. Securities and Exchange Commission on February 23, 2024 and amended on April 17, 2024.
The unaudited condensed consolidated financial statements include the accounts of Exponent, Inc. and its subsidiaries, which are all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.
Note 2: Revenue Recognition
Substantially all of the Company’s engagements are performed under time and materials or fixed-price arrangements. For time and materials contracts, the Company utilizes the practical expedient under Accounting Standards Codification 606 – Revenue from Contracts with Customers, which states that if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided) then the entity may recognize revenue in the amount to which the entity has a right to invoice.
The following table discloses the percentage of the Company’s revenue generated from time and materials contracts:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering & Other Scientific |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Environmental and Health |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total time and materials revenues |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
For fixed-price contracts, the Company recognizes revenue over time because of the continuous transfer of control to the customer. The customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s rights to payment for work performed to date to deliver services that do not have an alternative use to the Company. Revenue for fixed-price contracts is recognized based on the relationship of incurred labor hours at standard rates to the Company’s estimate of the total labor hours at standard rates it expects to
- 9 -
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.
The following table discloses the percentage of the Company’s revenue generated from fixed price contracts:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering & Other Scientific |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Environmental and Health |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total fixed price revenues |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Deferred revenues represent amounts billed to clients in advance of services provided. During the second quarter of 2024, $
Reimbursements, including those related to travel and other out-of-pocket expenses, and other similar third- party costs such as the cost of materials and certain subcontracts, 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 before reimbursements. The Company reports revenues net of subcontractor fees for certain subcontracts where the Company has determined that it is acting as an agent because its performance obligation is to arrange for the provision of goods or services by another party. The total amount of subcontractor fees not included in revenues because the Company was acting as an agent were $
- 10 -
Note 3: Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including money market securities, trading fixed income and equity securities held in its deferred compensation plan and the liability associated with its deferred compensation plan. There were no transfers between fair value measurement levels during the three and six months ended June 28, 2024 and June 30, 2023. Any transfers between fair value measurement levels would be recorded on the actual date of the event or change in circumstances that caused the transfer.
|
|
Fair Value Measurements at Reporting Date Using |
|
|||||||||||||
(In thousands) |
|
Total |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fixed income trading securities held in deferred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity trading securities held in deferred compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation plan (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
- 11 -
The fair value of these certain financial assets and liabilities was determined using the following inputs at December 29, 2023:
|
|
Fair Value Measurements at Reporting Date Using |
|
|||||||||||||
(In thousands) |
|
Total |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fixed income trading securities held in deferred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity trading securities held in deferred compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation plan (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market securities as of June 28, 2024 and December 29, 2023 represent obligations of the United States Treasury. Fixed income and equity trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 6 for additional information about the Company’s deferred compensation plan.
Cash and cash equivalents consisted of the following as of June 28, 2024:
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
(In thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
Classified as current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash and cash equivalents consisted of the following as of December 29, 2023:
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
(In thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
Classified as current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
- 12 -
At June 28, 2024 and December 29, 2023, the Company did not have any assets or liabilities valued using significant unobservable inputs.
The following financial instruments are not measured at fair value on the Company's unaudited condensed consolidated balance sheet at June 28, 2024 and December 29, 2023, but require disclosure of their fair values: accounts receivable, other assets and accounts payable. Due to their short-term nature, the estimated fair value of such instruments at June 28, 2024 and December 29, 2023 approximates their carrying value as reported on the Company’s unaudited condensed consolidated balance sheet.
Note 4: Net Income Per Share
Basic per share amounts are computed using the weighted-average number of shares of common stock outstanding during the period. Diluted per share amounts are calculated using the weighted-average number of shares of common stock outstanding during the period and, when dilutive, the weighted-average number of potential shares of common stock from the issuance of common stock to satisfy outstanding restricted stock units and the exercise of outstanding options to purchase common stock using the treasury stock method.
The following schedule reconciles the shares used to calculate basic and diluted net income per share:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Shares used in basic per share computation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive common stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares used in diluted per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock options to purchase
Note 5: Stock-Based Compensation
Restricted Stock Units
Restricted stock unit grants are designed to attract and retain employees, and to better align employee interests with those of the Company’s stockholders. For a select group of employees, up to
The value of these restricted stock unit awards is determined based on the market price of the Company’s common stock on the date of grant. The value of fully vested restricted stock unit awards issued is recorded as a reduction to accrued bonuses. The portion of bonus expense that the Company expects to settle with fully vested restricted stock unit awards is recorded as stock-based compensation during the period the bonus is earned. The Company recorded stock-based compensation expense associated with accrued bonus awards of $
- 13 -
$
Stock Options
Stock options are granted for terms of
The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The determination of the fair value of stock option awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends.
The Company used historical exercise, forfeiture, and post-vesting expiration data to estimate the expected term of options granted. The historical volatility of the Company’s common stock over a period of time equal to the expected term of the options granted was used to estimate expected volatility. The risk-free interest rate used in the option-pricing model was based on United States Treasury zero-coupon issues with remaining terms similar to the expected term of the options. The dividend yield assumption considers the expectation of continued declaration of dividends, offset by option holders’ dividend equivalent rights.
The Company accounts for forfeitures of stock-based awards when they occur. All stock-based payment awards are recognized on a straight-line basis over the requisite service periods of the awards.
Note 6: Deferred Compensation Plans
The Company maintains nonqualified deferred compensation plans for the benefit of a select group of highly compensated employees. Under these plans, participants may elect to defer up to
As of June 28, 2024 and December 29, 2023, vested amounts due under the plans totaled $
- 14 -
with the same amount being recorded as gain in miscellaneous income (loss), net. During the three months ended June 30, 2023, the Company recognized additional compensation expense of $
Note 7: Supplemental Cash Flow Information
The following is supplemental disclosure of cash flow information:
|
|
Six Months Ended |
|
|||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
||
Cash paid during period: |
|
|
|
|
|
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Vested stock unit awards issued to settle accrued bonuses |
|
$ |
|
|
$ |
|
||
Accrual for capital expenditures as of period end |
|
$ |
|
|
$ |
|
||
Leasehold improvements obtained in exchange for right-of-use asset |
|
$ |
|
|
$ |
|
||
Right-of-use asset obtained in exchange for operating lease obligations |
|
$ |
|
|
$ |
|
||
Note 8: Accounts Receivable, Net
At June 28, 2024 and December 29, 2023, accounts receivable, net, was comprised of the following:
|
|
June 28, |
|
|
December 29, |
|
||
(In thousands) |
|
2024 |
|
|
2023 |
|
||
Billed accounts receivable |
|
$ |
|
|
$ |
|
||
Unbilled accounts receivable |
|
|
|
|
|
|
||
Allowance for contract losses and doubtful accounts |
|
|
( |
) |
|
|
( |
) |
Total accounts receivable, net |
|
$ |
|
|
$ |
|
||
The Company maintains allowances for estimated losses over the remaining contractual life of its receivables resulting from the inability of customers to meet their financial obligations or for disputes that affect the Company’s ability to fully collect amounts due. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations or aware of a dispute with a specific customer, a specific allowance is recorded to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers the Company recognizes allowances for doubtful accounts based upon historical write-offs, customer concentration, customer creditworthiness, current economic conditions, aging of amounts due and future expectations.
A reconciliation of the beginning and ending amount of the allowance for contract losses and doubtful accounts is as follows (in thousands):
Balance at December 29, 2023 |
|
$ |
|
|
Provision for contract losses and doubtful accounts |
|
|
|
|
Write-offs |
|
|
( |
) |
Balance at June 28, 2024 |
|
$ |
|
- 15 -
Note 9: Segment Reporting
The Company has
Segment information for the three and six months ended June 28, 2024 and June 30, 2023 follows:
Revenues
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering and Other Scientific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Environmental and Health |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating Income
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering and Other Scientific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Environmental and Health |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate operating expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certain operating expenses are excluded from the Company’s measure of segment operating income. These expenses include costs associated with its human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with its deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in its allowance for contract losses and doubtful accounts.
Capital Expenditures
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering and Other Scientific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Environmental and Health |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certain capital expenditures associated with the Company’s corporate cost centers and the related depreciation are excluded from the Company’s segment information.
- 16 -
Depreciation and Amortization
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Engineering and Other Scientific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Environmental and Health |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment depreciation and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 10: Leases
The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheet. The Company does not have any finance leases as of June 28, 2024.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization of operating lease ROU assets and the change in operating lease liabilities is disclosed as a single line item in the condensed consolidated statements of cash flows.
The Company leases office, laboratory, and storage space in
The Company has a Test and Engineering Center on
The Company’s equipment leases are included in the ROU asset and liability balances, but are not material.
The Company leases excess space in its Silicon Valley and Natick facilities. Rental income of $
- 17 -
Rental income of $
The components of lease expense included in other operating expenses on the condensed consolidated statements of income were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplemental cash flow information related to operating leases was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
June 28, 2024 |
|
|
June 30, 2023 |
|
|
June 28, 2024 |
|
|
June 30, 2023 |
|
||||
Cash paid for amounts included in the |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental balance sheet information related to operating leases was as follows:
|
|
June 28, |
|
June 30, 2023 |
Weighted Average Remaining Lease Term |
|
|
||
Weighted Average Discount Rate |
|
|
Maturities of operating lease liabilities as of June 28, 2024:
|
|
Operating |
|
|
(In thousands) |
|
Leases |
|
|
2024 (excluding the six months ended June 28, 2024) |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less imputed interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
|
Note 11: Contingencies
The Company is a party to various legal actions from time to time and may be contingently liable in connection with claims and contracts arising in the normal course of business, the outcome of which the Company believes, after consultation with legal counsel, will not have a material adverse effect on its financial condition, results of operations or liquidity. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. All legal costs associated with litigation are expensed as incurred.
Note 12: Subsequent Events
On
- 18 -
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 29, 2023, which are contained in our fiscal 2023 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 23, 2024 and amended on April 17, 2024 (our “2023 Annual Report”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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) that are based on the beliefs of our management, as well as assumptions made by and information currently available to our 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, the words “intend,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to us or our management, identify such forward-looking statements. Such statements reflect the current views of us or our 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, our 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 2023 Annual Report under the heading “Risk Factors”. The inclusion of such forward-looking information should not be regarded as a representation by the us or any other person that the future events, plans, or expectations we contemplated will be achieved. Due to such uncertainties and risks, you are warned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We do not intend to release publicly any updates or revisions to any such forward-looking statements.
Business Overview
Exponent, Inc., is an engineering and scientific consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, engineers and business consultants brings together more than 90 different technical disciplines to solve complicated issues facing industry and business today. Our services include analysis of product development, product recall, regulatory compliance, and the discovery of potential problems related to products, people, property and impending litigation.
CRITICAL ACCOUNTING ESTIMATES
There have been no significant changes in our critical accounting estimates during the six months ended June 28, 2024, as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report.
RESULTS OF CONSOLIDATED OPERATIONS
Executive Summary
Revenues for the second quarter of 2024 were to $140,536,000 as compared to $140,221,000 during the same period last year. Revenues before reimbursements for the second quarter of 2024 increased 2% to $132,434,000 as compared to $129,653,000 during the same period last year.
Growth during the second quarter of 2024 was driven by demand for our reactive services, which included product safety engagements and disputes-related work across the transportation, utilities and medical device sectors. Our revenue growth moderated during the quarter due to an usually high hurdle for year-over-year comparisons
- 19 -
resulting from the approximately 20% growth in our prior year reactive business and ongoing headwinds in the consumer electronics and chemicals sectors.
Net income increased 14% to $29,227,000 during the second quarter of 2024 as compared to $25,748,000 during the same period last year. Diluted earnings per share increased to $0.57 per share during the second quarter of 2024 as compared to $0.50 in the same period last year. The increase in profitability was due to our successful efforts to align resources with demand.
We remain focused on selectively adding top talent and developing the skills necessary to expand our market position and providing clients with in-depth scientific research and analysis to determine what happened and how to prevent failures or exposures in the future. We also remain focused on capitalizing on emerging growth areas, managing other operating expenses, generating cash from operations, maintaining a strong balance sheet and undertaking activities such as share repurchases and dividends to enhance shareholder value.
Overview of the Three Months Ended June 28, 2024
During the second quarter of 2024, billable hours decreased 2% to 381,000 as compared to 388,000 during the same period last year. Our utilization increased to 75% during the second quarter of 2024 as compared to 69% during the same period last year. Technical full-time equivalent employees decreased 9% to 975 during the second quarter of 2024 as compared to 1,077 during the same period last year.
Three Months Ended June 28, 2024 compared to Three Months Ended June 30, 2023
Revenues
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Engineering and Other Scientific |
|
$ |
118,477 |
|
|
$ |
116,647 |
|
|
|
1.6 |
% |
Percentage of total revenues |
|
|
84.3 |
% |
|
|
83.2 |
% |
|
|
|
|
Environmental and Health |
|
|
22,059 |
|
|
|
23,574 |
|
|
|
-6.4 |
% |
Percentage of total revenues |
|
|
15.7 |
% |
|
|
16.8 |
% |
|
|
|
|
Total revenues |
|
$ |
140,536 |
|
|
$ |
140,221 |
|
|
|
0.2 |
% |
The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billing rates partially offset by a decrease in billable hours. During the second quarter of 2024, billable hours for this segment decreased by 1% to 306,000 as compared to 308,000 during the same period last year. Utilization for this segment increased to 77% during the second quarter of 2024 as compared to 70% during the same period last year. The increase in revenues was driven by our services across the transportation and energy sectors. Technical full-time equivalent employees in this segment decreased 9% to 765 during the second quarter of 2024 as compared to 842 for the same period last year.
The decrease in revenues for our Environmental and Health segment was due to a decrease in billable hours. During the second quarter of 2024, billable hours for this segment decreased by 6% to 75,000 as compared to 80,000 during the same period last year. Utilization for this segment increased to 68% during the second quarter of 2024 as compared to 65% during the same period last year. The decrease in revenues for this segment was related to ongoing headwinds in the chemical sector. Technical full-time equivalent employees in this segment decreased 11% to 210 as compared to 235 during the same period last year.
Compensation and Related Expenses
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Compensation and related expenses |
|
$ |
79,466 |
|
|
$ |
82,836 |
|
|
|
-4.1 |
% |
Percentage of total revenues |
|
|
56.5 |
% |
|
|
59.1 |
% |
|
|
|
|
- 20 -
The decrease in compensation and related expenses during the second quarter of 2024 was due to a change in the value of assets associated with our deferred compensation plan. During the second quarter of 2024, deferred compensation expense decreased by $3,247,000 with a corresponding decrease to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of plan assets of $875,000 during the second quarter of 2024 as compared to an increase in the value of plan assets of $4,122,000 during the same period last year. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent and adjust compensation to market conditions.
Other Operating Expenses
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Other operating expenses |
|
$ |
11,185 |
|
|
$ |
10,305 |
|
|
|
8.5 |
% |
Percentage of total revenues |
|
|
8.0 |
% |
|
|
7.3 |
% |
|
|
|
|
Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the second quarter of 2024 was primarily due to an increase in occupancy expense of $527,000 and an increase in depreciation and amortization expense of $300,000. The increases in occupancy expense and depreciation and amortization were primarily due to investment in our corporate infrastructure. Our land lease with the State of Arizona was extended on June 19, 2024. This extension will result in additional non-cash rent expense of approximately $1,085,000 in each of the third and fourth quarters of 2024. This increased level of rent expense will continue through the extended lease term ending in January of 2043 with adjustments in 2033 and 2038 based on the consumer price index. We also expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
Reimbursable Expenses
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Reimbursable expenses |
|
$ |
8,102 |
|
|
$ |
10,568 |
|
|
|
-23.3 |
% |
Percentage of total revenues |
|
|
5.8 |
% |
|
|
7.5 |
% |
|
|
|
|
The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects. The decrease in reimbursable expenses during the second quarter of 2024 was due to a decrease in proactive projects for the consumer electronics sector.
General and Administrative Expenses
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
General and administrative expenses |
|
$ |
6,039 |
|
|
$ |
6,637 |
|
|
|
-9.0 |
% |
Percentage of total revenues |
|
|
4.3 |
% |
|
|
4.7 |
% |
|
|
|
|
The decrease in general and administrative expenses was primarily due to a decrease in travel and meals of $357,000 and a decrease in bad debt expense of $173,000. The decrease in travel and meals was due to the decrease in technical full-time equivalent employees. The decrease in bad debt expense was due to a decrease in write-offs. We expect general and administrative expenses to increase as we selectively add new talent and expand our business development and staff development initiatives.
- 21 -
Operating Income
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Engineering and Other Scientific |
|
$ |
43,765 |
|
|
$ |
38,711 |
|
|
|
13.1 |
% |
Environmental and Health |
|
|
7,259 |
|
|
|
7,521 |
|
|
|
-3.5 |
% |
Total segment operating income |
|
|
51,024 |
|
|
|
46,232 |
|
|
|
10.4 |
% |
Corporate operating expense |
|
|
(15,280 |
) |
|
|
(16,357 |
) |
|
|
-6.6 |
% |
Total operating income |
|
$ |
35,744 |
|
|
$ |
29,875 |
|
|
|
19.6 |
% |
The increase in operating income for our Engineering and Other Scientific segment during the second quarter of 2024 as compared to the same period last year was due to an increase in revenues and an increase in utilization. The increase in revenues was due to an increase in billing rates partially offset by a decrease in billable hours. Growth during the second quarter of 2024 was driven by our reactive services across the transportation and energy sectors. The increase in utilization was due to our efforts to align resources with demand. The decrease in operating income for our Environmental and Health segment during the second quarter of 2024 was due to ongoing headwinds in the chemical industry.
Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts.
The decrease in corporate operating expenses during the second quarter of 2024 as compared to the same period last year was primarily due to a decrease in deferred compensation expense partially offset by an increase in the costs associated with our human resources, legal, finance, information technology and business development groups. During the second quarter of 2024, deferred compensation expense decreased $3,247,000, with a corresponding decrease to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of plan assets of $875,000 during the second quarter of 2024 as compared to an increase in the value of plan assets of $4,122,000 during the same period last year.
Other Income, Net
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Other income / (loss), net |
|
$ |
3,938 |
|
|
$ |
6,378 |
|
|
|
-38.3 |
% |
Percentage of total revenues |
|
|
2.8 |
% |
|
|
4.5 |
% |
|
|
|
|
Other income, net, consists primarily of changes in the value of assets associated with our deferred compensation plan, interest income earned on available cash, cash equivalents and short-term investments, and rental income from leasing space in our Silicon Valley and Natick facilities. The decrease in other income, net, was primarily due to a change in the value of assets associated with our deferred compensation plan partially offset by an increase in interest income. During the second quarter of 2024, other income, net, decreased by $3,247,000 with a corresponding decrease to deferred compensation expense, as compared to the same period last year, due to a change in the value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of the plan assets of $875,000 during the second quarter of 2024 as compared to an increase in the value of the plan assets of $4,122,000 during the same period last year. The increase in interest income of $638,000 was due to higher interest rates.
- 22 -
Income Taxes
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Income taxes |
|
$ |
10,455 |
|
|
$ |
10,505 |
|
|
|
-0.5 |
% |
Percentage of total revenues |
|
|
7.4 |
% |
|
|
7.5 |
% |
|
|
|
|
Effective tax rate |
|
|
26.3 |
% |
|
|
29.0 |
% |
|
|
|
|
The decrease in our effective tax rate was due primarily to an increase in the excess tax benefit associated with stock-based awards. The excess tax benefit associated with stock-based awards was $726,000 during the second quarter of 2024 as compared to $12,000 during the same period last year.
Six Months Ended June 28, 2024 compared to Six Months Ended June 30, 2023
Revenues
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Engineering and Other Scientific |
|
$ |
239,948 |
|
|
$ |
233,695 |
|
|
|
2.7 |
% |
Percentage of total revenues |
|
|
84.1 |
% |
|
|
83.3 |
% |
|
|
|
|
Environmental and Health |
|
|
45,521 |
|
|
|
46,835 |
|
|
|
-2.8 |
% |
Percentage of total revenues |
|
|
15.9 |
% |
|
|
16.7 |
% |
|
|
|
|
Total revenues |
|
$ |
285,469 |
|
|
$ |
280,530 |
|
|
|
1.8 |
% |
The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billable hours and an increase in billing rates. During the first six months of 2024, billable hours for this segment increased by 1% to 620,000 as compared to 614,000 during the same period last year. Utilization for this segment increased to 77% during the first six months of 2024 as compared to 71% during the same period last year. The increase in billable hours was driven by continued strong demand from the energy, vehicle and medical device industries. Technical full-time equivalent employees in this segment decreased 7% to 775 during the first six months of 2024 as compared to 830 for the same period last year.
The decrease in revenues for our Environmental and Health segment was due to a decrease in billable hours partially offset by an increase in our realized billing rate. During the first six months of 2024, billable hours for this segment decreased by 4% to 152,000 as compared to 159,000 during the same period last year. Utilization in this segment increased to 68% during the first six months of 2024 as compared to 65% during the same period last year. The decrease in revenues for this segment was related to ongoing headwinds in the chemical sector. Technical full-time equivalent employees in this segment decreased by 8% to 214 during the first six months of 2024 as compared to 234 during the same period last year.
Compensation and Related Expenses
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Compensation and related expenses |
|
$ |
169,793 |
|
|
$ |
167,017 |
|
|
|
1.7 |
% |
Percentage of total revenues |
|
|
59.5 |
% |
|
|
59.5 |
% |
|
|
|
|
The increase in compensation and related expenses during the first six months of 2024 was due to an increase in payroll expense, an increase in fringe benefits and an increase in bonus expense partially offset by a change in the value of assets associated with our deferred compensation plan. Payroll expense increased $1,748,000 and fringe benefits increased by $876,000 during the first six months of 2024 due to the impact of our annual salary adjustments partially offset by the decrease in technical full-time equivalent employees. Bonus expense increased by $1,409,000 during the first six months of 2024 due to a corresponding increase to our bonus pool which is equal to 33% of income before income taxes, interest income, bonus expense, and stock-based compensation. During the first six months of 2024, deferred compensation expense decreased $897,000 with a corresponding decrease to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation
- 23 -
plan. This decrease consisted of an increase in the value of plan assets of $7,142,000 during the first six months of 2024 as compared to an increase in the value of plan assets of $8,039,000 during the same period last year. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent and adjust compensation to market conditions.
Other Operating Expenses
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Other operating expenses |
|
$ |
21,716 |
|
|
$ |
19,866 |
|
|
|
9.3 |
% |
Percentage of total revenues |
|
|
7.6 |
% |
|
|
7.1 |
% |
|
|
|
|
Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the first six months of 2024 was primarily due to an increase in occupancy expense of $1,003,000 and an increase in depreciation expense of $636,000. The increase in occupancy expense was primarily due to investment in our corporate infrastructure. The increase in depreciation and amortization were also due to continued investments in our corporate infrastructure. Our land lease with the State of Arizona was extended on June 19, 2024. This extension will result in additional non-cash rent expense of approximately $1,085,000 in each of the third and fourth quarters of 2024. This increased level of rent expense will continue through the extended lease term ending in January of 2043 with adjustments in 2033 and 2038 based on the consumer price index. We also expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
Reimbursable Expenses
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Reimbursable expenses |
|
$ |
15,828 |
|
|
$ |
22,172 |
|
|
|
-28.6 |
% |
Percentage of total revenues |
|
|
5.5 |
% |
|
|
7.9 |
% |
|
|
|
|
The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects. The decrease in reimbursable expenses during the first six months of 2024 was due to a decrease in proactive projects for the consumer electronics sector.
General and Administrative Expenses
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
General and administrative expenses |
|
$ |
11,675 |
|
|
$ |
12,480 |
|
|
|
-6.5 |
% |
Percentage of total revenues |
|
|
4.1 |
% |
|
|
4.4 |
% |
|
|
|
|
The decrease in general and administrative expenses was primarily due to a decrease in travel and meals of $306,000, a decrease in marketing and business development expenses of $159,000 and a decrease in bad debt expense of $109,000. The decrease in travel and meals was due to the decrease in technical full-time equivalent employees. The decrease in marketing and business development expenses was due to the decrease in technical full-time equivalent employees. The decrease in bad debt expense was due to a decrease in write-offs. We expect general and administrative expenses to increase as we expand our business development and staff development initiatives.
- 24 -
Operating Income
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Engineering and Other Scientific |
|
$ |
92,396 |
|
|
$ |
82,330 |
|
|
|
12.2 |
% |
Environmental and Health |
|
|
15,495 |
|
|
|
15,075 |
|
|
|
2.8 |
% |
Total segment operating income |
|
|
107,891 |
|
|
|
97,405 |
|
|
|
10.8 |
% |
Corporate operating expense |
|
|
(41,434 |
) |
|
|
(38,410 |
) |
|
|
7.9 |
% |
Total operating income |
|
$ |
66,457 |
|
|
$ |
58,995 |
|
|
|
12.6 |
% |
The increase in operating income for our Engineering and Other Scientific segment during the first six months of 2024 as compared to the same period last year was due to an increase in revenues and an increase in utilization. The increase in revenues was primarily due to an increase in billing rates. The increase in utilization was due to our efforts to align resources with demand. Growth was driven by demand for our services across the energy, vehicle and medical device industries. The increase in operating income for our Environmental and Health segment was driven by our regulatory consulting services.
Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts.
The increase in corporate operating expenses during the first six months of 2024 as compared to the same period last year was primarily due to an increase in the costs associated with our human resources, legal, finance, information technology and business development groups partially offset by a decrease in deferred compensation expense. During the first six months of 2024, deferred compensation expense decreased $897,000, with a corresponding decrease to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of plan assets of $7,142,000 during the first six months of 2024 as compared to an increase in the value of plan assets of $8,039,000 during the same period last year.
Other Income, Net
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Other income (loss), net |
|
$ |
13,648 |
|
|
$ |
12,796 |
|
|
|
6.7 |
% |
Percentage of total revenues |
|
|
4.8 |
% |
|
|
4.6 |
% |
|
|
|
|
Other income, net, consists primarily of changes in the value of assets associated with our deferred compensation plan, interest income earned on available cash, cash equivalents and short-term investments, and rental income from leasing space in our Silicon Valley and Natick facilities. The increase in other income, net, was primarily due to an increase in interest income partially offset by a change in the value of assets associated with our deferred compensation plan. During the first six months of 2024, interest income increased by $1,494,000 as compared to the same period last year due to higher interest rates. During the first six months of 2024, other income, net, decreased $897,000 with a corresponding decrease to deferred compensation expense, as compared to the same period last year, due to a change in the value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of the plan assets of $7,142,000 during the first six months of 2024 as compared to an increase in the value of the plan assets of $8,039,000 during the same period last year.
- 25 -
Income Taxes
|
|
Six Months Ended |
|
|
|
|
||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
Percent |
|
|||
Income taxes |
|
$ |
20,736 |
|
|
$ |
16,919 |
|
|
|
22.6 |
% |
Percentage of total revenues |
|
|
7.3 |
% |
|
|
6.0 |
% |
|
|
|
|
Effective tax rate |
|
|
25.9 |
% |
|
|
23.6 |
% |
|
|
|
|
The excess tax benefit associated with stock-based awards was $1,672,000 during the first six months of 2024 as compared to $3,639,000 during the same period last year. Excluding the impact of the excess tax benefit, the effective tax rate would have been 28.0% during the first six months of 2024 as compared to 28.6% during the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
We believe our existing balances of cash, cash equivalents, and cash generated from operations will be sufficient to satisfy our working capital needs, capital expenditures, outstanding commitments, stock repurchases, dividends and other liquidity requirements over at least the next twelve months.
|
|
Six Months Ended |
|
|||||
(in thousands) |
|
June 28, |
|
|
June 30, |
|
||
Net cash provided by operating activities |
|
$ |
58,771 |
|
|
$ |
33,842 |
|
Net cash used in by investing activities |
|
|
(2,628 |
) |
|
|
(11,116 |
) |
Net cash used in financing activities |
|
|
(39,829 |
) |
|
|
(36,394 |
) |
We financed our business during the first six months of 2024 through available cash. As of June 28, 2024, our cash and cash equivalents were $203,262,000 as compared to $187,150,000 at December 29, 2023.
Generally, our net cash provided by operating activities is used to fund our day to day operating activities. First quarter operating cash requirements are generally higher due to payment in the first quarter of our annual bonuses accrued during the prior year. Our largest source of operating cash flows is collections from our clients. Our primary uses of cash from operating activities are for employee related expenditures, leased facilities, taxes, and general operating expenses including marketing and travel.
The decrease in net cash used in investing activities during the first six months of 2024, as compared to the same period last year, was due to a decrease in capital expenditures primarily due to leasehold improvements during 2023 associated with our office and lab space in Philadelphia.
The increase in net cash used in financing activities during the first six months of 2024, as compared to the same period last year, was due to an increase in repurchases of our common stock and an increase in dividends partially offset by a reduction in payroll taxes for restricted stock units.
We expect to continue our investing activities, including capital expenditures. Furthermore, cash reserves may be used to repurchase shares of common stock under our stock repurchase programs, pay dividends, or strategically acquire professional service firms that are complementary to our business.
We maintain a nonqualified deferred compensation plan for the benefit of a select group of highly compensated employees. Vested amounts due under the plan of $108,588,000 were recorded as a long-term liability on our unaudited condensed consolidated balance sheet at June 28, 2024. Vested amounts due under the plan of $11,535,000 were recorded as a current liability on our unaudited condensed consolidated balance sheet at June 28, 2024. Our assets that are earmarked to pay benefits under the plan are held in a rabbi trust and are subject to the claims of our creditors. As of June 28, 2024, invested amounts under the plan of $106,295,000 were recorded as a long-term asset on our unaudited condensed consolidated balance sheet. As of June 28, 2024, invested amounts under the plan of $12,501,000 were recorded as a current asset on our unaudited condensed consolidated balance sheet.
- 26 -
On June 19, 2024, we entered into an agreement with the State of Arizona to extend our land lease for 15 years beginning on January 17, 2028. We are currently obligated to make payments under the lease of $1,009,000 per year, which obligation will continue at that level until January 16, 2028. Beginning on January 17, 2028, our payments under the lease will increase to approximately $6,183,000 per year for the 15-year extension term with adjustments to the annual rent payment in 2033 and 2038 based on the consumer price index. As a result of this extension, we added an additional right-of-use asset in exchange for an operating lease liability of $48,683,000 during the second quarter of 2024.
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid.
Non-GAAP Financial Measures
Regulation G, Conditions for Use of Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Measures, and other U.S. Securities and Exchange Commission (“SEC”) rules and regulations define and prescribe the conditions for use of Non-GAAP financial information. 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. We closely monitor two financial measures, EBITDA and EBITDAS, which meet the definition of Non-GAAP financial measures. We define EBITDA as net income before income taxes, net interest income, depreciation and amortization. We define EBITDAS as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance 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. These measures are used to evaluate our financial results, develop budgets and determine employee compensation. These measures, however, should be considered in addition to, and not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of the Non-GAAP measures to the nearest comparable GAAP measure is set forth below.
The following table shows EBITDA (determined as shown in the reconciliation table below) as a percentage of revenues before reimbursements for the three and six months ended June 28, 2024 and June 30, 2023:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in thousands, except percentages) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Revenues before reimbursements |
|
$ |
132,434 |
|
|
$ |
129,653 |
|
|
$ |
269,641 |
|
|
$ |
258,358 |
|
EBITDA |
|
$ |
39,937 |
|
|
$ |
36,846 |
|
|
$ |
80,058 |
|
|
$ |
72,602 |
|
EBITDA as a % of revenues before |
|
|
30.2 |
% |
|
|
28.4 |
% |
|
|
29.7 |
% |
|
|
28.1 |
% |
The increase in EBITDA as a percentage of revenues before reimbursements during the second quarter of 2024 as compared to the same period last year was primarily due an increase in utilization and a decrease in general and administrative expenses. Our utilization increased to 75% during the second quarter of 2024 as compared to 69% during the same period last year. The increase in utilization was due to strong business activity for our reactive service offerings and our successful efforts to align resources with demand. The decrease in general and administrative expenses was due to a decrease in outside consulting expenses associated with a lower level of activity of content creation for our external website and a decrease in travel and meals due to the decrease in technical full-time equivalent employees.
The increase in EBITDA as a percentage of revenues before reimbursements during the first six months of 2024 as compared to the same period last year was primarily due to an increase in utilization and a decrease in general and administrative expenses. Our utilization increased to 75% during the first six month of 2024 as compared to 70%
- 27 -
during the same period last year. The increase in utilization was due to strong business activity for our reactive service offerings and our successful efforts to align resources with demand. The decrease in general and administrative expenses was due to a decrease in outside consulting expenses associated with a lower level of activity of content creation for our external website and a decrease in travel and meals due to the decrease in technical full-time equivalent employees.
The following table is a reconciliation of EBITDA and EBITDAS to the most comparable GAAP measure, net income, for the three and six months ended June 28, 2024 and June 30, 2023:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in thousands) |
|
June 28, |
|
|
June 30, |
|
|
June 28, |
|
|
June 30, |
|
||||
Net income |
|
$ |
29,227 |
|
|
$ |
25,748 |
|
|
$ |
59,369 |
|
|
$ |
54,872 |
|
Add back (subtract): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income taxes |
|
|
10,455 |
|
|
|
10,505 |
|
|
|
20,736 |
|
|
|
16,919 |
|
Interest income, net |
|
|
(2,231 |
) |
|
|
(1,593 |
) |
|
|
(4,857 |
) |
|
|
(3,363 |
) |
Depreciation and amortization |
|
|
2,486 |
|
|
|
2,186 |
|
|
|
4,810 |
|
|
|
4,174 |
|
EBITDA |
|
|
39,937 |
|
|
|
36,846 |
|
|
|
80,058 |
|
|
|
72,602 |
|
Stock-based compensation |
|
|
5,577 |
|
|
|
5,223 |
|
|
|
12,917 |
|
|
|
12,286 |
|
EBITDAS |
|
$ |
45,514 |
|
|
$ |
42,069 |
|
|
$ |
92,975 |
|
|
$ |
84,888 |
|
- 28 -
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to interest rate risk associated with our balances of cash and cash equivalents. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments with high credit quality and relatively short average effective maturities in accordance with our investment policy. The maximum effective maturity of any issue in our portfolio is 3 years and the maximum average effective maturity of the portfolio cannot exceed 12 months. If interest rates were to instantaneously increase or decrease by 100 basis points, the change in the fair market value of our portfolio of cash equivalents would not have a material impact on our financial statements. We do not use derivative financial instruments in our portfolio. There have not been any material changes during the period covered by this Quarterly Report on Form 10-Q to our interest rate risk exposures, or how these exposures are managed. Notwithstanding our efforts to manage interest rate risk, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.
We have foreign currency risk related to our revenues and expenses denominated in currencies other than the U.S. dollar, primarily the British Pound, the Singapore Dollar, the Chinese Yuan, and the Hong Kong Dollar. Accordingly, changes in exchange rates may negatively affect the revenues and net income of our foreign subsidiaries as expressed in U.S. dollars.
At June 28, 2024, we had net assets of approximately $19.5 million with a functional currency of the British Pound, net assets of approximately $3.8 million with a functional currency of the Singapore Dollar, net assets of approximately $1.9 million with a functional currency of the Chinese Yuan, and net assets of approximately $1.5 million with a functional currency of the Hong Kong Dollar associated with our operations in the United Kingdom, Singapore, China, and Hong Kong, respectively.
We also have foreign currency risk related to foreign currency transactions and monetary assets and liabilities denominated in currencies that are not the functional currency. We have experienced and will continue to experience fluctuations in our net income as a result of gains (losses) on these foreign currency transactions and the remeasurement of monetary assets and liabilities. At June 28, 2024, we had net assets denominated in the non-functional currency of approximately $10.1 million.
We do not use foreign exchange contracts to hedge any foreign currency exposures. To date, the impacts of foreign currency exchange rate changes on our consolidated revenues and consolidated net income have not been significant. However, our continued international growth increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that, as of June 28, 2024, the Company’s disclosure controls and procedures were effective.
We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis, to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to significantly modify our disclosure controls and procedures.
There were no changes in our internal control over financial reporting during the three-month period ended June 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
- 29 -
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Exponent is not engaged in any material legal proceedings.
Item 1A. Risk Factors
There have been no material changes from risk factors as previously discussed under the heading “Risk Factors” in the Company’s 2023 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information on the Company’s repurchases of the Company’s common stock for the three months ended June 28, 2024 (in thousands, except price per share):
|
|
Total |
|
|
Average |
|
|
Total |
|
|
Approximate |
|
||||
March 30 to April 26 |
|
|
3 |
|
|
$ |
77.70 |
|
|
|
3 |
|
|
$ |
94,290 |
|
April 27 to May 24 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
94,290 |
|
May 25 to June 28 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
94,290 |
|
Total |
|
|
3 |
|
|
|
77.70 |
|
|
|
3 |
|
|
$ |
94,290 |
|
Repurchases of the Company’s common stock were affected pursuant to a repurchase program authorized by the Company’s Board of Directors.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Plans
- 30 -
Item 6. Exhibits
10.1 |
|
|
|
10.2 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
|
|
32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Embedded Linkbase Documents |
|
|
Exhibit 104 |
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
- 31 -
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 thereunto duly authorized.
|
|
EXPONENT, INC. |
|
|
(Registrant) |
|
|
|
Date: August 2, 2024 |
|
|
|
|
/s/ Catherine Ford Corrigan |
|
|
Catherine Ford Corrigan, Ph.D., Chief Executive Officer |
|
|
|
|
|
|
|
|
/s/ Richard L. Schlenker |
|
|
Richard L. Schlenker, Chief Financial Officer |
- 32 -