UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM10-Q

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 29, 2017

October 2, 2020

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period fromto

____________ to___________

Commission File Number0-18655

EXPONENT, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

Delaware

77-0218904

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 

149 COMMONWEALTH DRIVE, MENLO PARK, CALIFORNIA94025

149 Commonwealth Drive,

Menlo Park,California

94025

(Address of principal executive office)

(Zip Code)

 

(650) 326-9400

(Registrant’s telephone number, including area code)

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.

Yesx

No¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).   

Yesx

No¨

 

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.

 

Large accelerated filerx

Accelerated filer¨

Non-accelerated filer¨

Smaller reporting company¨

(Do not check if a smaller
reporting company)

Emerging growth company¨

 

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¨

Nox

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

EXPO

Nasdaq Global Select Market

 

As of October 27, 2017,30, 2020, the latest practicable date, the registrant had 25,810,74951,629,519 shares of common stock $0.001 par value per share, outstanding.

 


 

EXPONENT, INC.

FORM 10-Q

TABLE OF CONTENTS

 

Page

PART I – FINANCIAL INFORMATION

3

Item 1.

Financial Statements (unaudited):

3

Condensed Consolidated Balance Sheets September 29, 2017as of October 2, 2020 and December 30, 2016January 3, 2020

3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 29, 2017October 2, 2020 and September 30, 201627, 2019

4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 29, 2017October 2, 2020 and September 30, 201627, 2019

5

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended October 2, 2020 and September 27, 2019

6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 29, 2017October 2, 2020 and September 30, 201627, 2019

6

8

Notes to Unaudited Condensed Consolidated Financial Statements

7

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

30

Item 4.

Controls and Procedures

27

31

PART II – OTHER INFORMATION

32

Item 1.

Legal Proceedings

27

32

Item 1A.

Risk Factors

27

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

38

Item 3.

Defaults Upon Senior Securities

28

38

Item 4.

Mine Safety Disclosures

28

39

Item 5.

Other Information

28

39

Item 6.

Exhibits

28Exhibits

40

Signatures

29Signatures

41

 

- 2 -


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

EXPONENT, INC.

Condensed Consolidated Balance Sheets

September 29, 2017October 2, 2020 and December 30, 2016January 3, 2020

(in thousands, except par value)

(unaudited)

 

 September 29, December 30, 
 2017  2016 

 

October 2,

2020

 

 

January 3,

2020

 

Assets        

 

 

 

 

 

 

 

 

Current assets:        

 

 

 

 

 

 

 

 

Cash and cash equivalents $89,809  $114,967 

 

$

187,632

 

 

$

176,436

 

Short-term investments  75,782   58,755 

 

 

20,086

 

 

 

55,165

 

Accounts receivable, net of allowance for contract losses and doubtful accounts of $3,847 and $3,417 at September 29, 2017 and December 30, 2016, respectively  124,803   87,409 
Prepaid expenses and other assets  10,692   12,913 

Accounts receivable, net of allowance for contract losses and doubtful accounts

of $5,834 and $4,295 at October 2, 2020 and January 3, 2020, respectively

 

 

109,964

 

 

 

120,138

 

Prepaid expenses and other current assets

 

 

10,967

 

 

 

12,305

 

Total current assets  301,086   274,044 

 

 

328,649

 

 

 

364,044

 

        
Property, equipment and leasehold improvements, net  35,180   36,710 

 

 

60,395

 

 

 

61,587

 

Operating lease right-of-use assets

 

 

20,085

 

 

 

23,003

 

Goodwill  8,607   8,607 

 

 

8,607

 

 

 

8,607

 

Deferred income taxes  42,574   42,166 

 

 

39,383

 

 

 

36,821

 

Deferred compensation plan assets  46,678   41,153 

 

 

76,204

 

 

 

68,400

 

Other assets  1,515   1,064 

 

 

1,343

 

 

 

949

 

Total assets $435,640  $403,744 

 

$

534,666

 

 

$

563,411

 

        
Liabilities and Stockholders’ Equity        

 

 

 

 

 

 

 

 

Current liabilities:        

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities $13,813  $10,073 

 

$

18,552

 

 

$

18,583

 

Accrued payroll and employee benefits  59,696   62,539 

 

 

62,740

 

 

 

86,723

 

Deferred revenues  7,776   7,624 

 

 

9,390

 

 

 

12,710

 

Operating lease liabilities

 

 

5,689

 

 

 

5,944

 

Total current liabilities  81,285   80,236 

 

 

96,371

 

 

 

123,960

 

        
Other liabilities  2,161   2,005 

 

 

3,251

 

 

 

2,669

 

Deferred compensation  50,778   46,503 
Deferred rent  1,340   1,654 

Deferred compensation plan liabilities

 

 

76,683

 

 

 

68,373

 

Operating lease liabilities

 

 

15,164

 

 

 

18,158

 

Total liabilities  135,564   130,398 

 

 

191,469

 

 

 

213,160

 

        
Stockholders’ equity:        

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 80,000 shares authorized; 32,853 shares issued at September 29, 2017 and December 30, 2016  33   33 

Common stock, $0.001 par value; 120,000 shares authorized; 65,707

at October 2, 2020 and January 3, 2020

 

 

66

 

 

 

66

 

Additional paid-in capital  208,583   194,632 

 

 

261,713

 

 

 

244,935

 

Accumulated other comprehensive income (loss)        

 

 

 

 

 

 

 

 

Investment securities, available-for-sale  (129)  (146)

 

 

130

 

 

 

302

 

Foreign currency translation adjustments  (1,934)  (2,980)

 

 

(3,114

)

 

 

(2,062

)

  (2,063)  (3,126)

 

 

(2,984

)

 

 

(1,760

)

Retained earnings  313,277   291,243 

 

 

409,995

 

 

 

384,668

 

Treasury stock, at cost; 7,043 and 7,256 shares held at September 29, 2017 and December 30, 2016, respectively  (219,754)  (209,436)

Treasury stock, at cost; 14,077 and 13,951 shares held at October 2, 2020

and January 3, 2020, respectively

 

 

(325,593

)

 

 

(277,658

)

Total stockholders’ equity  300,076   273,346 

 

 

343,197

 

 

 

350,251

 

Total liabilities and stockholders’ equity $435,640  $403,744 

 

$

534,666

 

 

$

563,411

 

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 Nine Months Ended October 2, 2020 and September 27, 2019

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues before reimbursements

 

$

93,499

 

 

$

95,506

 

 

$

281,082

 

 

$

289,170

 

Reimbursements

 

 

5,164

 

 

 

6,042

 

 

 

15,579

 

 

 

17,915

 

Revenues

 

 

98,663

 

 

 

101,548

 

 

 

296,661

 

 

 

307,085

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and related expenses

 

 

62,419

 

 

 

58,526

 

 

 

180,541

 

 

 

185,616

 

Other operating expenses

 

 

7,839

 

 

 

8,345

 

 

 

23,736

 

 

 

24,448

 

Reimbursable expenses

 

 

5,164

 

 

 

6,042

 

 

 

15,579

 

 

 

17,915

 

General and administrative expenses

 

 

2,834

 

 

 

5,451

 

 

 

11,290

 

 

 

15,345

 

Total operating expenses

 

 

78,256

 

 

 

78,364

 

 

 

231,146

 

 

 

243,324

 

Operating income

 

 

20,407

 

 

 

23,184

 

 

 

65,515

 

 

 

63,761

 

Other income, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

316

 

 

 

915

 

 

 

1,496

 

 

 

2,894

 

Miscellaneous income, net

 

 

3,915

 

 

 

1,112

 

 

 

3,096

 

 

 

10,729

 

Total other income, net

 

 

4,231

 

 

 

2,027

 

 

 

4,592

 

 

 

13,623

 

Income before income taxes

 

 

24,638

 

 

 

25,211

 

 

 

70,107

 

 

 

77,384

 

Income taxes

 

 

6,554

 

 

 

5,578

 

 

 

9,395

 

 

 

14,045

 

Net income

 

$

18,084

 

 

$

19,633

 

 

$

60,712

 

 

$

63,339

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

 

$

0.37

 

 

$

1.16

 

 

$

1.20

 

Diluted

 

$

0.34

 

 

$

0.36

 

 

$

1.14

 

 

$

1.17

 

Shares used in per share computations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

52,316

 

 

 

52,802

 

 

 

52,383

 

 

 

52,694

 

Diluted

 

 

53,209

 

 

 

54,002

 

 

 

53,342

 

 

 

53,906

 

Cash dividends declared per common share

 

$

0.19

 

 

$

0.16

 

 

$

0.57

 

 

$

0.48

 

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 Nine Months Ended October 2, 2020 and September 27, 2019

(in thousands)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Net income

 

$

18,084

 

 

$

19,633

 

 

$

60,712

 

 

$

63,339

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

   adjustments, net of tax

 

 

550

 

 

 

(533

)

 

 

(1,052

)

 

 

(657

)

Unrealized gains (losses) on available-

   for-sale investment securities arising

   during the period, net of tax

 

 

(129

)

 

 

(30

)

 

 

(172

)

 

 

373

 

Comprehensive income

 

$

18,505

 

 

$

19,070

 

 

$

59,488

 

 

$

63,055

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

- 5 -


EXPONENT, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)

 

 

Three and Nine Months Ended October 2, 2020

 

 

 

Common Stock

 

 

Additional

paid-in

 

 

Accumulated

other

comprehensive

 

 

Retained

 

 

Treasury Stock

 

 

 

 

 

(In thousands)

 

Shares

 

 

Amount

 

 

capital

 

 

income (loss)

 

 

earnings

 

 

Shares

 

 

Amount

 

 

Total

 

Balance at January 3, 2020

 

 

65,707

 

 

$

66

 

 

$

244,935

 

 

$

(1,760

)

 

$

384,668

 

 

 

13,951

 

 

$

(277,658

)

 

$

350,251

 

Employee stock purchase plan

 

 

-

 

 

 

-

 

 

 

774

 

 

 

-

 

 

 

-

 

 

 

(13

)

 

 

131

 

 

 

905

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

454

 

 

 

-

 

 

 

-

 

 

 

(114

)

 

 

1,174

 

 

 

1,628

 

Amortization of unrecognized stock-based

   compensation

 

 

-

 

 

 

-

 

 

 

5,758

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,758

 

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

636

 

 

 

(40,049

)

 

 

(40,049

)

Foreign currency translation adjustments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,602

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,602

)

Grant of restricted stock units to settle accrued bonus

 

 

 

 

 

 

 

 

 

 

8,645

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,645

 

Settlement of restricted stock units

 

 

-

 

 

 

-

 

 

 

(1,460

)

 

 

-

 

 

 

(4,538

)

 

 

(376

)

 

 

(9,265

)

 

 

(15,263

)

Unrealized loss on investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(43

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(43

)

Dividends and dividend equivalent rights

 

 

-

 

 

 

-

 

 

 

511

 

 

 

-

 

 

 

(20,802

)

 

 

-

 

 

 

-

 

 

 

(20,291

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42,628

 

 

 

-

 

 

 

-

 

 

 

42,628

 

Balance at July 3, 2020

 

 

65,707

 

 

$

66

 

 

$

259,617

 

 

$

(3,405

)

 

$

401,956

 

 

 

14,084

 

 

$

(325,667

)

 

$

332,567

 

Employee stock purchase plan

 

 

-

 

 

 

-

 

 

 

405

 

 

 

-

 

 

 

-

 

 

 

(7

)

 

 

74

 

 

 

479

 

Amortization of unrecognized stock-based

   compensation

 

 

-

 

 

 

-

 

 

 

1,691

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,691

 

Foreign currency translation adjustments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

550

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

550

 

Unrealized loss on investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(129

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(129

)

Dividends and dividend equivalent rights

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,045

)

 

 

-

 

 

 

-

 

 

 

(10,045

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,084

 

 

 

-

 

 

 

-

 

 

 

18,084

 

Balance at October 2, 2020

 

 

65,707

 

 

$

66

 

 

$

261,713

 

 

$

(2,984

)

 

$

409,995

 

 

 

14,077

 

 

$

(325,593

)

 

$

343,197

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

 

- 6 -


EXPONENT, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)

 

 

Three and Nine Months Ended September 27, 2019

 

 

 

Common Stock

 

 

Additional

paid-in

 

 

Accumulated

other

comprehensive

 

 

Retained

 

 

Treasury Stock

 

 

 

 

 

(In thousands)

 

Shares

 

 

Amount

 

 

capital

 

 

income (loss)

 

 

earnings

 

 

Shares

 

 

Amount

 

 

Total

 

Balance at December 28, 2018

 

 

65,707

 

 

$

66

 

 

$

227,283

 

 

$

(2,853

)

 

$

342,024

 

 

 

14,208

 

 

$

(252,611

)

 

$

313,909

 

Employee stock purchase plan

 

 

-

 

 

 

-

 

 

 

687

 

 

 

-

 

 

 

-

 

 

 

(15

)

 

 

158

 

 

 

845

 

Amortization of unrecognized stock-based

   compensation

 

 

-

 

 

 

-

 

 

 

5,348

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,348

 

Foreign currency translation adjustments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(124

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(124

)

Grant of restricted stock units to settle accrued bonus

 

 

-

 

 

 

-

 

 

 

7,947

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,947

 

Settlement of restricted stock units

 

 

-

 

 

 

-

 

 

 

(961

)

 

 

-

 

 

 

(5,146

)

 

 

(405

)

 

 

(5,076

)

 

 

(11,183

)

Unrealized gain on investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

403

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

403

 

Dividends and dividend equivalent rights

 

 

-

 

 

 

-

 

 

 

626

 

 

 

-

 

 

 

(17,625

)

 

 

-

 

 

 

-

 

 

 

(16,999

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

43,706

 

 

 

-

 

 

 

-

 

 

 

43,706

 

Balance at June 28, 2019

 

 

65,707

 

 

$

66

 

 

$

240,930

 

 

$

(2,574

)

 

$

362,959

 

 

 

13,788

 

 

$

(257,529

)

 

$

343,852

 

Employee stock purchase plan

 

 

-

 

 

 

-

 

 

 

328

 

 

 

-

 

 

 

-

 

 

 

(6

)

 

 

61

 

 

 

389

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

(294

)

 

 

-

 

 

 

-

 

 

 

(100

)

 

 

1,029

 

 

 

735

 

Amortization of unrecognized stock-based

   compensation

 

 

-

 

 

 

-

 

 

 

1,748

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,748

 

Foreign currency translation adjustments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(533

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(533

)

Unrealized loss on investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(30

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(30

)

Dividends and dividend equivalent rights

 

 

-

 

 

 

-

 

 

 

44

 

 

 

-

 

 

 

(8,559

)

 

 

-

 

 

 

-

 

 

 

(8,515

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,633

 

 

 

-

 

 

 

-

 

 

 

19,633

 

Balance at September 27, 2019

 

 

65,707

 

 

$

66

 

 

$

242,756

 

 

$

(3,137

)

 

$

374,033

 

 

 

13,682

 

 

$

(256,439

)

 

$

357,279

 

 

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 Nine Months Ended September 29, 2017 and September 30, 2016

(in thousands, except per share data)

(unaudited)

  Three Months Ended  Nine Months Ended 
  

September 29,

2017

  

September 30,

2016

  

September 29,

2017

  

September 30,

2016

 
             
Revenues:                
Revenues before reimbursements $82,359  $74,160  $246,946  $226,444 
Reimbursements  5,196   3,452   12,571   11,619 
                 
Revenues  87,555   77,612   259,517   238,063 
                 
Operating expenses:                
Compensation and related expenses  51,493   47,797   157,447   146,854 
Other operating expenses  7,500   7,020   21,966   21,221 
Reimbursable expenses  5,196   3,452   12,571   11,619 
General and administrative expenses  4,061   3,748   13,277   11,407 
                 
Total operating expenses  68,250   62,017   205,261   191,101 
                 
Operating income  19,305   15,595   54,256   46,962 
                 
Other income, net:                
Interest income, net  372   179   872   489 
Miscellaneous income, net  2,353   2,146   6,660   4,880 
Total other income, net  2,725   2,325   7,532   5,369 
                 
Income before income taxes  22,030   17,920   61,788   52,331 
                 
Income taxes  7,387   6,631   16,778   15,239 
                 
Net income $14,643  $11,289  $45,010  $37,092 
                 
Net income per share:                
Basic $0.56  $0.43  $1.71  $1.40 
Diluted $0.54  $0.42  $1.67  $1.36 
                 
Shares used in per share computations:                
Basic  26,370   26,545   26,362   26,563 
Diluted  26,963   27,185   26,976   27,234 
                 
Cash dividends declared per common share $0.21  $0.18  $0.63  $0.54 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

- 47 -


EXPONENT, INC.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 29, 2017 and September 30, 2016

(in thousands)

(unaudited)

  Three Months Ended  Nine Months Ended 
  September 29,
2017
  September 30,
2016
  September 29,
2017
  September 30,
2016
 
             
Net income $14,643  $11,289  $45,010  $37,092 
Other comprehensive income (loss):                
Foreign currency translation adjustments, net of tax  456   (186)  1,046   (696)
Unrealized gains (losses) on available-for- sale investment securities arising during the period, net of tax  13   (19)  17   65 
                 
Comprehensive income $15,112  $11,084  $46,073  $36,461 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

- 5 -

EXPONENT, INC.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 29, 2017October 2, 2020 and September 30, 201627, 2019

(in thousands)

(unaudited)

 

 Nine Months Ended 

 

Nine Months Ended

 

 

September 29,

2017

 

September 30,

2016

 

 

October 2,

2020

 

 

September 27,

2019

 

Cash flows from operating activities:        

 

 

 

 

 

 

 

 

Net income $45,010  $37,092 

 

$

60,712

 

 

$

63,339

 

Adjustments to reconcile net income to net cash provided by operating activities:        

 

 

 

 

 

 

 

 

Depreciation and amortization of property, equipment and leasehold improvements  4,762   4,509 

 

 

5,176

 

 

 

4,904

 

Amortization of premiums and accretion of discounts on short-term investments  -   7 

 

 

(150

)

 

 

(442

)

Deferred rent  (314)  (330)
Provision for contract losses and doubtful accounts  1,657   1,688 

 

 

2,890

 

 

 

2,146

 

Stock-based compensation  12,728   10,659 

 

 

13,326

 

 

 

13,585

 

Deferred income tax provision  (421)  (1,284)

 

 

(2,505

)

 

 

(1,671

)

Changes in operating assets and liabilities:        

 

 

 

 

 

 

 

 

Accounts receivable  (39,051)  (7,403)

 

 

7,284

 

 

 

(24,665

)

Prepaid expenses and other assets  1,049   (342)

Prepaid expenses and other current assets

 

 

(8,439

)

 

 

(5,604

)

Change in operating leases

 

 

(331

)

 

 

24

 

Accounts payable and accrued liabilities  3,950   (1,059)

 

 

311

 

 

 

3,102

 

Accrued payroll and employee benefits  (2,558)  (4,091)

 

 

(12,507

)

 

 

(2,159

)

Deferred revenues  152   (2,212)

 

 

(3,320

)

 

 

(266

)

Net cash provided by operating activities  26,964   37,234 

 

 

62,447

 

 

 

52,293

 

        
Cash flows from investing activities:        

 

 

 

 

 

 

 

 

Capital expenditures  (3,354)  (13,063)

 

 

(4,144

)

 

 

(17,024

)

Purchase of short-term investments  (20,997)  (36,000)

 

 

-

 

 

 

(38,693

)

Maturity of short-term investments  4,000   29,950 

 

 

35,000

 

 

 

44,000

 

Net cash used in investing activities  (20,351)  (19,113)
        

Net cash provided by/(used in) investing activities

 

 

30,856

 

 

 

(11,717

)

Cash flows from financing activities:        

 

 

 

 

 

 

 

 

Payroll taxes for restricted stock units  (9,520)  (7,685)

 

 

(15,263

)

 

 

(11,183

)

Repurchase of common stock  (8,431)  (24,456)

 

 

(40,049

)

 

 

-

 

Exercise of share-based payment awards  1,733   1,499 

Exercise of stock-based payment awards

 

 

3,013

 

 

 

1,969

 

Dividends and dividend equivalents rights  (16,419)  (14,174)

 

 

(29,936

)

 

 

(25,223

)

Net cash used in financing activities  (32,637)  (44,816)

 

 

(82,235

)

 

 

(34,437

)

        
Effect of foreign currency exchange rates on cash and cash equivalents  866   (631)

 

 

128

 

 

 

(355

)

        
Net decrease in cash and cash equivalents  (25,158)  (27,326)

Net increase in cash and cash equivalents

 

 

11,196

 

 

 

5,784

 

Cash and cash equivalents at beginning of period  114,967   125,751 

 

 

176,436

 

 

 

127,059

 

Cash and cash equivalents at end of period $89,809  $98,425 

 

$

187,632

 

 

$

132,843

 

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

- 68 -


 

EXPONENT, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1:  Basis of Presentation

Exponent, Inc. (referred to as the “Company” or “Exponent”) is an engineering and scientific consulting firm that provides solutions to complex problems. The Company operates on a 52-53 week fiscal year ending on the Friday closest to the last day of December.

The accompanying 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 nine months ended September 29, 2017October 2, 2020 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 30, 2016,January 3, 2020, which was filed with the U.S. Securities and Exchange Commission on February 24, 2017.

28, 2020.

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.

Dividend. The Company declared and paid cash dividends per common share during the periods presented as follows:

  Fiscal Year 2017 
  Dividends  Amount 
  Per Share  (in thousands) 
First Quarter $0.21  $5,374 
Second Quarter  0.21   5,424 
Third Quarter  0.21   5,424 
Total $0.63  $16,222 

  Fiscal Year 2016 
  Dividends  Amount 
  Per Share  (in thousands) 
First Quarter $0.18  $4,628 
Second Quarter  0.18   4,675 
Third Quarter  0.18   4,659 
Fourth Quarter  0.18   4,607 
Total $0.72  $18,569 

On October 18, 2017, the Company’s Board of Directors announced a cash dividend of $0.21 per share of the Company’s common stock, payable December 22, 2017, to stockholders of record as of December 1, 2017. The Company expects to continue paying quarterly dividends in the future, subject to declaration by the Company’s Board of Directors.

Use of Estimates.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant itemsItems subject to such estimates and assumptions include accounting for revenue recognition and estimating the allowance for contract losses and doubtful accounts. Actual results could differ from those estimates. The Company’s estimate of its allowance for contract losses and doubtful accounts takes into consideration the macroeconomic effect of global events such as the COVID-19 pandemic which may impact the ability of its customers to pay.

- 7 -

RecentRecently Adopted Accounting Pronouncements Not Yet Effective. On May 28, 2014,Pronouncements. In June 2016, the Financial Accounting Standards Board (“FASB”) issuedestablished Topic 326, Measurement of Credit Losses on Financial Instruments, by issuing Accounting Standard Update (“ASU”) No. 2014-09,Revenue from Contracts2016-13, Financial Instruments – Credit Losses, which replaces the incurred loss methodology with Customers, which requires an entityexpected loss methodology that is referred to recognizeas the amountcurrent expected credit loss (“CECL”) methodology. The measurement of revenuethe expected credit losses under the CECL methodology is applicable to which it expectsfinancial assets measured at amortized cost where there is a contractual right to be entitled for the transfer of promised goods or services to customers.received cash, including, accounts receivables, loan receivables and held-to-maturity debt securities. The Company adopted ASU will replace most existing revenue recognition guidanceNo. 2016-13 in U.S. generally accepted accounting principles (“GAAP”) when it becomes effective. The new standard is effective for the Company on the first dayquarter of fiscal 2018 (December 30, 2017). The two permitted transition methods under2020 and the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

The impact of adopting the new standard isadoption was not expected to be material because the analysis of the Company’s contracts under the new revenue recognition standard supports the recognition of revenue over time, which is consistent with the Company’s current revenue recognition model.condensed consolidated financial statements.

Note 2:  Revenue Recognition

Substantially all of the Company’s engagements are performed under time and materialmaterials or fixed-price arrangements. For time and materials contracts, the Company anticipates utilizingutilizes the practical expedient under the ASUAccounting 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 orof service provided), then the entity may recognize revenue in the amount to which the entity has a right to invoice. Application

The following table discloses the percent of the practical expedient toCompany’s revenue generated from time and material contracts is consistent with the Company’s current revenue recognition policy.materials contracts:  

- 9 -


 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Engineering & other scientific

 

 

59

%

 

 

68

%

 

 

62

%

 

 

67

%

Environmental and health

 

 

19

%

 

 

17

%

 

 

20

%

 

 

18

%

Total time and materials revenues

 

 

78

%

 

 

85

%

 

 

82

%

 

 

85

%

 

For fixed pricefixed-price contracts the Company will recognizerecognizes revenue over time under the ASU 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. Input methods are an acceptable method of measuring progress towards completing under the ASU. ThisRevenue for fixed-price contracts is consistent with the Company’s current policy of measuring progress towards completionrecognized based on the relationship of incurred labor hours at standard rates to itsthe Company’s estimate of the total labor hours at standard rates it expects to incur over the term of the contract. The Company believes this methodology achieves a reliable measure of the revenue from the consulting services it provides to its customers under fixed-price contracts given the nature of the consulting services the Company provides.

The following table discloses the percent of the Company’s revenue generated from fixed price contracts.

The Company anticipates adopting the standard using the modified retrospective method. The Company is currently evaluating the required disclosures under the new standard and developing appropriate changes to its process, systems and controls.

On February 25, 2016, the FASB issued ASU No. 2016-02,Leases, which requires lessees to recognize most leases on their balance sheet.  The new standard will be effective for the Company on the first day of fiscal 2019 (December 29, 2018).  Early adoption is permitted.  The standard requires use of the modified retrospective transition method, with elective relief, which requires application of the guidance for all periods presented.  The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures.  The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The standard will require the Company to record a right of use asset and a lease liability that will materially gross up its balance sheet.contracts:  

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Engineering & other scientific

 

 

21

%

 

 

14

%

 

 

17

%

 

 

14

%

Environmental and health

 

 

1

%

 

 

1

%

 

 

1

%

 

 

1

%

Total fixed price revenues

 

 

22

%

 

 

15

%

 

 

18

%

 

 

15

%

Deferred revenues represent amounts billed to clients in advance of services provided. During the third quarter of 2020, $3,491,000 of revenues were recognized that were included in the deferred revenue balance at July 3, 2020. During the first nine months of 2020, $7,864,000 of revenues were recognized that were included in the deferred revenue balance at January 3, 2020.

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 $347,000 and $1,344,000 during the third quarter of 2020 and 2019, respectively and $7,718,000 and $11,743,000 during the first nine months of 2020 and 2019, respectively.

- 810 -


 

Note 2:3: Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including available-for-sale fixed income 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 nine months ended September 29, 2017October 2, 2020 and September 30, 2016.27, 2019. 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. The fair value of these certain financial assets and liabilities was determined using the following inputs at September 29, 2017:October 2, 2020:

 

 Fair Value Measurements at Reporting Date Using 

 

Fair Value Measurements at Reporting Date Using

 

(In thousands) Total  

Quoted Prices in
Active Markets for
Identical Assets

(Level 1)

 

 

Significant Other
Observable Inputs

(Level 2)

 

Significant
Unobservable
Inputs

(Level 3)

 

 

Total

 

 

Quoted

Prices in

Active

Markets

for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

         
Assets                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market securities(1) $5,265  $5,265  $-  $- 

 

$

76,290

 

 

$

76,290

 

 

$

0

 

 

$

0

 

                
Fixed income available-for-sale securities(2)  75,782   -   75,782   - 

 

 

20,086

 

 

 

0

 

 

 

20,086

 

 

 

0

 

                
Fixed income trading securities held in deferred compensation plan(3)  14,210  ��14,210   -   - 

 

 

26,470

 

 

 

26,470

 

 

 

0

 

 

 

0

 

                
Equity trading securities held in deferred compensation plan(3)  36,569   36,569   -   - 

 

 

53,103

 

 

 

53,103

 

 

 

0

 

 

 

0

 

Total $131,826  $56,044  $75,782  $- 

 

$

175,949

 

 

$

155,863

 

 

$

20,086

 

 

$

0

 

                
Liabilities                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred compensation plan(4)  56,479   56,479   -   - 

 

 

80,052

 

 

 

80,052

 

 

 

0

 

 

 

0

 

Total $56,479  $56,479  $-  $- 

 

$

80,052

 

 

$

80,052

 

 

$

0

 

 

$

0

 

(1)

Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.

(2)

Included in short-term investments on the Company’s unaudited condensed consolidated balance sheet.

(3)

Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.

(4)

Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.

- 911 -


 

The fair value of these certain financial assets and liabilities was determined using the following inputs at December 30, 2016:January 3, 2020:

 

 Fair Value Measurements at Reporting Date Using 

 

Fair Value Measurements at Reporting Date Using

 

(In thousands) Total  

Quoted Prices in
Active Markets for
Identical Assets

(Level 1)

 

 

Significant Other
Observable Inputs

(Level 2)

 

Significant
Unobservable
Inputs

(Level 3)

 

 

Total

 

 

Quoted

Prices in

Active

Markets

for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

         
Assets                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market securities(1) $21,918  $21,918  $-  $- 

 

$

41,211

 

 

$

41,211

 

 

$

0

 

 

$

0

 

                
Fixed income available- for-sale securities(2)  58,755   -   58,755   - 
                

Fixed income available for sale securities (2)

 

 

55,165

 

 

 

0

 

 

 

55,165

 

 

 

0

 

Fixed income trading securities held in deferred compensation plan(3)  11,872   11,872   -   - 

 

 

22,010

 

 

 

22,010

 

 

 

0

 

 

 

0

 

                
Equity trading securities held in deferred compensation plan(3)  36,395   36,395   -   - 

 

 

53,924

 

 

 

53,924

 

 

 

0

 

 

 

0

 

Total $128,940  $70,185  $58,755  $- 

 

$

172,310

 

 

$

117,145

 

 

$

55,165

 

 

$

0

 

                
Liabilities                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred compensation plan(4)  53,617   53,617   -   - 

 

 

76,357

 

 

 

76,357

 

 

 

0

 

 

 

0

 

Total $53,617  $53,617  $-  $- 

 

$

76,357

 

 

$

76,357

 

 

$

0

 

 

$

0

 

(1)

Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.

(2)

Included in short-term investments on the Company’s unaudited condensed consolidated balance sheet.

(3)

Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.

(4)

Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.

Fixed income available-for-sale securities as of September 29, 2017October 2, 2020 and December 30, 2016January 3, 2020 represent obligations of the United States agencies.Treasury. Fixed income and equity trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 67 for additional information about the Company’s deferred compensation plan.

- 10 -

Cash, cash equivalents and short-term investments consisted of the following as of September 29, 2017:October 2, 2020:

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 Amortized Unrealized Unrealized Estimated 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

(In thousands) Cost  Gains  Losses  Fair Value 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

         
Classified as current assets:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash $84,544  $-  $-  $84,544 

 

$

111,342

 

 

$

0

 

 

$

0

 

 

$

111,342

 

                
Cash equivalents:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market securities  5,265   -   -   5,265 

 

 

76,290

 

 

 

0

 

 

 

0

 

 

 

76,290

 

Total cash equivalents  5,265   -   -   5,265 

 

 

76,290

 

 

 

0

 

 

 

0

 

 

 

76,290

 

Total cash and cash equivalents  89,809   -   -   89,809 

 

 

187,632

 

 

 

0

 

 

 

0

 

 

 

187,632

 

                
Short-term investments:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities  75,997   -   (215)  75,782 

U.S. Treasury securities

 

 

19,992

 

 

 

94

 

 

 

0

 

 

 

20,086

 

Total short-term investments  75,997   -   (215)  75,782 

 

 

19,992

 

 

 

94

 

 

 

0

 

 

 

20,086

 

                
Total cash, cash equivalents and short-term investments $165,806  $-  $(215) $165,591 

 

$

207,624

 

 

$

94

 

 

$

0

 

 

$

207,718

 

 

- 12 -


Cash, cash equivalents and short-term investments consisted of the following as of December 30, 2016:January 3, 2020:

 

 Amortized Unrealized Unrealized Estimated 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

(In thousands) Cost  Gains  Losses  Fair Value 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

         
Classified as current assets:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash $93,049  $-  $-  $93,049 

 

$

135,225

 

 

$

0

 

 

$

0

 

 

$

135,225

 

                
Cash equivalents:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market securities  21,918   -   -   21,918 

 

 

41,211

 

 

 

0

 

 

 

0

 

 

 

41,211

 

Total cash equivalents  21,918   -   -   21,918 

 

 

41,211

 

 

 

0

 

 

 

0

 

 

 

41,211

 

Total cash and cash equivalents  114,967   -   -   114,967 

 

 

176,436

 

 

 

0

 

 

 

0

 

 

 

176,436

 

                
Short-term investments:                

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities  59,000   -   (245)  58,755 

U.S. Treasury and agency securities

 

 

54,841

 

 

 

324

 

 

 

0

 

 

 

55,165

 

Total short-term investments  59,000   -   (245)  58,755 

 

 

54,841

 

 

 

324

 

 

 

0

 

 

 

55,165

 

                
Total cash, cash equivalents and short-term investments $173,967  $-  $(245) $173,722 

 

$

231,277

 

 

$

324

 

 

$

0

 

 

$

231,601

 

 

- 11 -

 

The following table summarizesAt October 2, 2020 the cost and estimated fair valuestated effective maturities of all short-term fixed income securities classified as short-term investments based on stated effective maturities as of September 29, 2017:were due within one year.

  Amortized  Estimated 
(In thousands) Cost  Fair Value 
       
Due within one year $40,000  $39,919 
Due between one and two years  35,997   35,863 
Total $75,997  $75,782 

 

At September 29, 2017October 2, 2020 and December 30, 2016,January 3, 2020, 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 September 29, 2017October 2, 2020 and December 30, 2016,January 3, 2020 but require disclosure of their fair values: accounts receivable, other assets and accounts payable. The estimated fair value of such instruments at September 29, 2017October 2, 2020 and December 30, 2016January 3, 2020 approximates their carrying value as reported on the Company’s unaudited condensed consolidated balance sheet.

There were no other-than-temporary impairments or credit losses related to available-for-sale securities during the three and nine months ended September 29, 2017October 2, 2020 and September 30, 2016.27, 2019.

Note 3:4:  Net Income Per Share

Basic per share amounts are computed using the weighted-average number of common shares outstanding during the period. Diluted per share amounts are calculated using the weighted-average number of common shares outstanding during the period and, when dilutive, the weighted-average number of potential common shares 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  Nine Months Ended 
(In thousands) 

September 29,

2017

  

September 30,

2016

  

September 29,

2017

  

September 30,

2016

 
             
Shares used in basic per share computation  26,370   26,545   26,362   26,563 
Effect of dilutive common stock options  outstanding  147   115   139   121 
Effect of dilutive restricted stock units outstanding  446   525   475   550 
                 
Shares used in diluted per share computation  26,963   27,185   26,976   27,234 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Shares used in basic per share computation

 

 

52,316

 

 

 

52,802

 

 

 

52,383

 

 

 

52,694

 

Effect of dilutive common stock options

   outstanding

 

 

331

 

 

 

491

 

 

 

351

 

 

 

475

 

Effect of dilutive restricted stock units

   outstanding

 

 

562

 

 

 

709

 

 

 

608

 

 

 

737

 

Shares used in diluted per share

   computation

 

 

53,209

 

 

 

54,002

 

 

 

53,342

 

 

 

53,906

 

 

- 13 -


Common stock options to purchase 40,000 shares were excluded from the diluted per share calculation for the three months ended October 2, 2020 due to their anti-dilutive effect. Common stock options to purchase 34,139 shares were excluded from the diluted per share calculation for the nine months ended October 2, 2020 due to their anti-dilutive effect. There were no0 options excluded from the diluted per share calculations for the three and nine months ended September 29, 2017 and September 30, 2016.27, 2019.

 

Note 4:5:  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 40% of their annual bonus is settled with fully vested restricted stock unit awards. Under these fully vested restricted stock unit awards, the holder of each award has the right to receive one share of the Company’s common stock for each fully vested restricted stock unit four years from the date of grant. Each individual who receives a fully vested restricted stock unit award is also granted a matching number of unvested restricted stock unit awards. Unvested restricted stock unit awards are also granted for select new hires and promotions. These unvested restricted stock unit awards generally cliff vest four years from the date of grant, at which time the holder of each award will have the right to receive one share of the Company’s common stock for each restricted stock unit award provided the holder of each award has met certain employment conditions. In the case of retirement at 59½ years or older, all unvested restricted stock unit awards will continue to vest, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company.

- 12 -

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 $2,155,000$2,035,000 and $1,548,000$2,096,000 during the three months ended September 29, 2017October 2, 2020 and September 30, 2016,27, 2019, respectively. For the nine months ended September 29, 2017October 2, 2020 and September 30, 2016,27, 2019, the Company recorded stock-based compensation expense associated with accrued bonus awards of $6,284,000$5,876,000 and $4,716,000,$6,489,000, respectively. The value of the unvested restricted stock unit awards granted is recognized on a straight-line basis over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59½. If the award recipient is 59½ years or older on the date of grant, the value of the entire award is expensed upon grant. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $1,519,000 and $1,598,000 during the three months ended October 2, 2020 and September 27, 2019, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $6,922,000 and $6,663,000 during the nine months ended October 2, 2020 and September 27, 2019, respectively.

Stock Options

Stock options are granted for terms of ten years and generally vest 25% per year over a four-year period from the grant date. Unvested stock option awards will continue to vest in the case of retirement at 59½ years or older, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company. The value of the unvested stock option awards granted is recognized on a straight-line basis over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59½. If the award recipient is 59½ years or older on the date of grant, the value of the entire award is expensed upon grant. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awardsoption grants of $1,294,000$173,000 and $1,115,000$150,000 during the three months ended September 29, 2017October 2, 2020 and September 30, 2016, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $5,788,000 and $5,447,000 during the nine months ended September 29, 2017 and September 30, 2016, respectively.

Stock Options

Stock options are granted for terms of ten years and generally vest 25% per year over a four-year period from the grant date. Unvested stock option awards will continue to vest in the case of retirement at 59½ years or older, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company. The Company grants options at exercise prices equal to the fair value of the Company’s common stock on the date of grant. The Company recorded stock-based compensation expense associated with stock option grants of $92,000 and $67,000 during the three months ended September 29, 2017 and September 30, 2016,27, 2019, respectively. The Company recorded stock-based compensation expense associated with stock option grants of $656,000$528,000 and $496,000$433,000 during the nine months ended September 29, 2017October 2, 2020 and September 30, 2016,27, 2019, respectively.

- 14 -


 

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 forfeiture and 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.

- 13 -

Note 5:6:  Treasury Stock

On October 21, 2015,January 31, 2019, the Company’s Board of Directors authorized $35,000,000announced $75,000,000 for the repurchase of shares of the Company’s common stock. On October 19, 2016,May 29, 2020, the Company’s Board of Directors authorizedannounced an additional $35,000,000$45,000,000 for the repurchase of shares of the Company’s common stock.

These repurchase programs have no expiration date.

The Company repurchased 139,182636,000 shares of its common stock for $8,431,000$40,049,000 during the nine months ended September 29, 2017.  The Company repurchased 491,312 shares of its common stock for $24,456,000 during the nine months ended September 30, 2016.October 2, 2020. As of September 29, 2017October 2, 2020, the Company had remaining authorization under its stock repurchase plans of $48,876,000$75,455,000 to repurchase shares of common stock.

Net losses related to the re-issuance of treasury stock to settle restricted stock unit and stock option awards of $5,667,000 and $5,791,000 were recorded as a reduction to retained earnings during the nine months ended September 29, 2017 and September 30, 2016, respectively. There were no net losses related to the re-issuance of treasury stock during the three months ended September 29, 2017 and September 30, 2016.

Note 6:7:  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 100% of their compensation. Company assets that are earmarked to pay benefits under the plans are held in a rabbi trust and are subject to the claims of the Company’s creditors. As of September 29, 2017October 2, 2020, and December 30, 2016,January 3, 2020, the invested amounts under the plans totaled $50,779,000$79,573,000 and $48,267,000,$75,934,000, respectively, and are recorded in pre-paidprepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet. These assets are classified as trading securities and are recorded at fair value with changes recorded as adjustments to miscellaneous income, net.

  

As of September 29, 2017October 2, 2020, and December 30, 2016,January 3, 2020, vested amounts due under the plans totaled $56,479,000$80,052,000 and $53,617,000,$76,357,000, respectively, and are recorded within accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet. Changes in the liability are recorded as adjustments to compensation expense. During the three months ended September 29, 2017October 2, 2020 and September 30, 2016,27, 2019, the Company recognized compensation expense of $1,699,000$3,220,000 and $1,458,000,$361,000, respectively, as a result of changes in the market value of the trust assets with the same amount being recorded as income in miscellaneous income, net. During the nine months ended September 29, 2017 and September 30, 2016,October 2, 2020 the Company recognized a reduction to compensation expense of $4,617,000 and $2,823,000, respectively, as a result$399,000. During the nine months ended September 27, 2019, the Company recorded compensation expense of $8,415,000. The change in compensation expense was recorded due to changes in the market value of the trust assets with the same amount being recorded as income in miscellaneous income, net.

- 15 -


 

Note 7:8: Supplemental Cash Flow Information

The following is supplemental disclosure of cash flow information:

 

  Nine Months Ended 
(In thousands) 

September 29,

2017

  

September 30,

2016

 
       
Cash paid during period:        
Income taxes $17,208  $13,375 
Non-cash investing and financing activities:        
Unrealized gain on short-term investments $17  $65 
Vested stock unit awards issued to settle accrued bonuses $6,910  $6,334 
Accrual for capital expenditures $162  $739 

- 14 -

 

 

Nine Months Ended

 

(In thousands)

 

October 2,

2020

 

 

September 27,

2019

 

Cash paid during period:

 

 

 

 

 

 

 

 

Income taxes

 

$

9,370

 

 

$

14,884

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Unrealized gain (loss) on short-term investments

 

$

(172

)

 

$

373

 

Vested stock unit awards issued to settle accrued bonuses

 

$

8,645

 

 

$

7,947

 

Accrual for capital expenditures as of period end

 

$

322

 

 

$

2,326

 

Right-of-use asset obtained in exchange for operating lease obligations

 

$

1,802

 

 

$

28,678

 

 

Note 8:9: Accounts Receivable, Net

At September 29, 2017October 2, 2020 and December 30, 2016,January 3, 2020, accounts receivable, net, was comprised of the following:

 

 September 29, December 30, 

 

October 2,

 

 

January 3,

 

(In thousands) 2017  2016 

 

2020

 

 

2020

 

     
Billed accounts receivable $90,263  $60,510 

 

$

75,520

 

 

$

85,579

 

Unbilled accounts receivable  38,387   30,316 

 

 

40,278

 

 

 

38,854

 

Allowance for contract losses and doubtful accounts  (3,847)  (3,417)

 

 

(5,834

)

 

 

(4,295

)

Total accounts receivable, net $124,803  $87,409 

 

$

109,964

 

 

$

120,138

 

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 contract losses and doubtful accounts is as follows (in thousands):

Balance at January 3, 2020

 

$

4,295

 

Provision for contract losses and doubtful accounts

 

 

2,890

 

Write-offs

 

 

(1,351

)

Balance at October 2, 2020

 

$

5,834

 

The provision for contract losses as of October 2, 2020 includes approximately $1,269,000 as a result of the economic uncertainty associated with the COVID-19 pandemic. Recoveries of accounts receivable previously written-off were not material during the nine months ended October 2, 2020.

- 16 -


 

Note 9:10:  Segment Reporting

The Company has two reportable operating segments based on two primary areas of service. The Engineering and Other Scientific segment is a broad service group providing technical consulting in different practices primarily in engineering. The Environmental and Health segment provides services in the areaareas of environmental, epidemiology and health risk analysis. This segment provides a wide range of consulting services relating to environmental hazards and risks and the impact on both human health and the environment.

Our Chief Executive Officer, the chief operating decision maker, reviews revenues and operating income for each of our reportable segments but does not review total assets in evaluating segment performance and capital allocation.

Segment information for the three and nine months ended September 29, 2017October 2, 2020 and September 30, 201627, 2019 follows:

Revenues

Revenues

  Three Months Ended  Nine Months Ended 
(In thousands) 

September 29,

2017

  

September 30,

2016

  

September 29,

2017

  

September 30,

2016

 
             
Engineering and Other Scientific $70,670  $61,237  $207,148  $187,026 
Environmental and Health  16,885   16,375   52,369   51,037 
                 
Total revenues $87,555  $77,612  $259,517  $238,063 

Operating Income

  Three Months Ended  Nine Months Ended 
(In thousands) 

September 29,

2017

  

September 30,

2016

  

September 29,

2017

  

September 30,

2016

 
             
Engineering and Other Scientific $23,645  $19,933  $70,279  $60,632 
Environmental and Health  5,450   4,758   16,753   13,981 
                 
Total segment operating income  29,095   24,691   87,032   74,613 
                 
Corporate operating expense  (9,790)  (9,096)  (32,776)  (27,651)
                 
Total operating income $19,305  $15,595  $54,256  $46,962 

 

- 15 -

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Engineering and Other Scientific

 

$

79,230

 

 

$

83,060

 

 

$

236,239

 

 

$

250,134

 

Environmental and Health

 

 

19,433

 

 

 

18,488

 

 

 

60,422

 

 

 

56,951

 

Total revenues

 

$

98,663

 

 

$

101,548

 

 

$

296,661

 

 

$

307,085

 

 

Capital ExpendituresOperating Income

 

 Three Months Ended  Nine Months Ended 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

September 29,

2017

 

September 30,

2016

 

September 29,

2017

 

September 30,

2016

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

         
Engineering and Other Scientific $662  $902  $2,464  $3,365 

 

$

25,952

 

 

$

27,925

 

 

$

73,400

 

 

$

83,151

 

Environmental and Health  64   33   170   94 

 

 

6,449

 

 

 

6,175

 

 

 

20,751

 

 

 

19,410

 

                
Total segment capital expenditures  726   935   2,634   3,459 
                
Corporate capital expenditures  102   8,746   720   9,604 
                
Total capital expenditures $828  $9,681  $3,354  $13,063 

Total segment operating income

 

 

32,401

 

 

 

34,100

 

 

 

94,151

 

 

 

102,561

 

Corporate operating expense

 

 

(11,994

)

 

 

(10,916

)

 

 

(28,636

)

 

 

(38,800

)

Total operating income

 

$

20,407

 

 

$

23,184

 

 

$

65,515

 

 

$

63,761

 

 

Capital Expenditures

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Engineering and Other Scientific

 

$

594

 

 

$

664

 

 

$

2,061

 

 

$

3,371

 

Environmental and Health

 

 

22

 

 

 

17

 

 

 

103

 

 

 

73

 

Total segment capital expenditures

 

 

616

 

 

 

681

 

 

 

2,164

 

 

 

3,444

 

Corporate capital expenditures

 

 

1,005

 

 

 

4,197

 

 

 

2,140

 

 

 

14,675

 

Total capital expenditures

 

$

1,621

 

 

$

4,878

 

 

$

4,304

 

 

$

18,119

 

- 17 -


Depreciation and Amortization

 

 Three Months Ended  Nine Months Ended 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

September 29,

2017

 

September 30,

2016

 

September 29,

2017

 

September 30,

2016

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

         
Engineering and Other Scientific $1,103  $1,136  $3,381  $3,273 

 

$

1,043

 

 

$

1,179

 

 

$

3,248

 

 

$

3,470

 

Environmental and Health  47   45   132   133 

 

 

48

 

 

 

55

 

 

 

141

 

 

 

148

 

                
Total segment depreciation and amortization  1,150   1,181   3,513   3,406 

 

 

1,091

 

 

 

1,234

 

 

 

3,389

 

 

 

3,618

 

                
Corporate depreciation and amortization  417   401   1,249   1,103 

 

 

598

 

 

 

438

 

 

 

1,787

 

 

 

1,286

 

                
Total depreciation and amortization $1,567  $1,582  $4,762  $4,509 

 

$

1,689

 

 

$

1,672

 

 

$

5,176

 

 

$

4,904

 

 

One client comprised 17% of the Company’s revenues during the three months ended September 29, 2017. The same client comprised 14% of the Company’s revenues during the nine months ended September 29, 2017. No otherNaN single client comprised more than 10% of the Company’s revenues during the three and nine months ended October 2, 2020 and September 29, 2017. No single client comprised more than 10%27, 2019.

Note 11: Leases

The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in operating lease ROU assets, current operating lease liabilities, and long-term operating lease liabilities in the Company’s revenues duringcondensed consolidated balance sheet. The Company does not have any finance leases as of October 2, 2020.

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 13 states and the District of Columbia, as well as in China, Hong Kong, Singapore, Switzerland and the United Kingdom. Leases for these office, laboratory, and storage facilities have terms generally ranging between one and ten years. Some of these leases include options to extend or terminate the lease, none of which are currently included in the lease term as the Company has determined that exercise of these options is not reasonably certain.

The Company has a Test and Engineering Center on 147 acres of land in Phoenix, Arizona. The Company leases this land from the state of Arizona under a 30-year lease agreement that expires in January of 2028 and has options to renew for 2 fifteen-year periods. As of October 2, 2020, the Company has determined that exercise of the renewal options is not reasonably certain and thus the extension is not included in the lease term.

- 18 -


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 facility. Rental income of $750,000 and $721,000 was included in other income for the three months ended October 2, 2020 and September 27, 2019, respectively. Rental income of $2,611,000 and $2,202,000 was included in other income for the nine months ended October 2, 2020 and September 30, 2016. 27, 2019, respectively.

The same client comprised 29%components of lease expense included in other operating expenses on the Company’s accounts receivable at September 29, 2017. No other single client comprised more than 10%condensed consolidated statements of the Company’s accounts receivable at September 29, 2017. No single client comprised more than 10%income were as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Operating lease cost

 

$

1,706

 

 

$

1,849

 

 

$

5,162

 

 

$

5,586

 

Variable lease cost

 

 

280

 

 

 

389

 

 

 

882

 

 

 

1,173

 

Short-term lease cost

 

 

146

 

 

 

98

 

 

 

434

 

 

 

327

 

Supplemental cash flow information related to operating leases was as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

(In thousands)

 

October 2, 2020

 

 

September 27, 2019

 

 

October 2, 2020

 

 

September 27, 2019

 

Cash paid for amounts included in the

   measurement of operating lease

   liabilities

 

$

1,508

 

 

$

1,699

 

 

$

5,552

 

 

$

5,980

 

Supplemental balance sheet information related to operating leases was as follows:

 

 

October 2,

2020

 

 

January 3,

2020

 

Weighted Average Remaining Lease Term

 

4.6 years

 

 

5.2 years

 

Weighted Average Discount Rate

 

4.2%

 

 

4.4%

 

Maturities of the Company’s accounts receivable at December 30, 2016.operating lease liabilities as of October 2, 2020:

 

 

Operating

 

(In thousands)

 

Leases

 

2020 (excluding the nine months ended October 2, 2020)

 

 

1,371

 

2021

 

 

6,524

 

2022

 

 

5,308

 

2023

 

 

3,644

 

2024

 

 

2,252

 

2025

 

 

1,491

 

2026

 

 

1,507

 

2027

 

 

1,466

 

Total lease payments

 

$

23,563

 

Less imputed interest

 

 

(2,710

)

Total lease liability

 

$

20,853

 

 

Note 10:12:  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,

- 19 -


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 13: Subsequent Events

On October 29, 2020, the Company’s Board of Directors announced a cash dividend of $0.19 per share of the Company’s common stock, payable December 18, 2020, to stockholders of record as of December 4, 2020. The Company expects to continue paying quarterly dividends in the future, subject to declaration by the Company’s Board of Directors.

- 1620 -


Item 2.

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 30, 2016,January 3, 2020, which are contained in our fiscal 20162019 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 24, 201728, 2020 (our “2016“2019 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 the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “intend,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the COVID-19 pandemic (including factors relating to measures implemented by governmental authorities or by us to promote the safety of our employees, vendors and clients; other direct and indirect impacts on our business and the businesses of our clients, vendors and other partners; impacts which may, among other things, adversely affect our clients’ ability to utilize our services at the levels they have previously; disruptions of access to our facilities or those of our clients or third parties; and increased and potentially significant economic uncertainty and volatility, including credit and collectability risks and potential disruptions of capital and credit markets), 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 2016 Annualthis Quarterly Report under the heading “Risk Factors” and elsewhere in thethis report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. 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. The Company does 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

In preparing our unaudited condensed consolidated financial statements, we make assumptions, judgments and estimates that canThere have abeen no significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition and estimating the allowance for contract losses and doubtful accounts have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relativeduring the nine months ended October 2, 2020, as compared to ourthe critical accounting policies have not differed materially from actual results. Policies covering revenue recognitionestimates disclosed in Management’s Discussion and estimating the allowance for contract lossesAnalysis of Financial Condition and doubtful accounts are describedResults of Operations included in our 20162019 Annual Report under “Critical Accounting Estimates” and Note 1 (Summary of Significant Accounting Policies) of the Notes to Consolidated Financial Statements.

- 17 -

Report.

RESULTS OF CONSOLIDATED OPERATIONS

Executive Summary

Revenues for the third quarter of 2017 increased 13%2020 decreased 3% to $87,555,000$98,663,000 as compared to $77,612,000$101,548,000 during the same period last year. Revenues before reimbursements for the third quarter of 2017 increased 11%2020 decreased 2% to $82,359,000$93,499,000 as compared to $74,160,000$95,506,000 during the same period last year. Business restrictions associated with the COVID-19 pandemic caused project delays across multiple areas of our business. The most substantial impact occurred to our litigation support work with many projects paused due to court-related delays and closures. The

- 21 -


business restrictions associated with the COVID-19 pandemic also delayed our human participant studies. We experienced strong demand for our consulting services from a diverse set of clients for both proactive and reactive projects. We continuecontinued to see demandstrength in integrity management advisory services for the utilities sector as our proactive servicesclients focus on power reliability, in particular due to fire safety concerns in the areas of design and regulatory consulting, specifically related to consumer electronics, and our reactive services in international construction disputes, consumer product recalls and product liability claims.

During the third quarter of 2017 we had strongwestern United States. We also experienced growth in our chemical regulation &and food safety construction consulting, electrical engineering & computer science,practice as our scientists evaluated the effects of chemicals and new products on human factors, mechanical engineering,health and polymer science & materials chemistry practices. During the quarter we continued to work on a large human factors assessment for a client in the consumer products industry. The level of activity for this project increased during the quarter, driving increases in both revenue and profitability. This project represented approximately 8% of our revenues before reimbursements in the third quarter of 2017 and approximately 6% of our revenues before reimbursementsenvironment, including disinfectants for the first nine months of 2017. During the quarter we also continued our international construction disputes work with current mining, gas terminal and power plant projects. We also experienced growth from lithium-ion battery consulting for clients in the consumer products, transportation, medical device, and utility industries. Our interdisciplinary team of chemists, electrical engineers, material scientists and mechanical engineers has guided clients with respect to the performance, reliability, and safety of new products, as well as with respect to recalls and litigation matters involving existing products with lithium-ion batteries.

novel coronavirus.

Net income increased 30%decreased 8% to $14,643,000$18,084,000 during the third quarter of 20172020 as compared to $11,289,000$19,633,000 during the same period last year. Diluted earnings per share increaseddecreased to $0.54$0.34 per share as compared to $0.42$0.36 in the same period last year. The decreases in net income and diluted earnings per share were primarily due to an increase in our effective tax rate. The increase in the effective tax rate was due to a decrease in the excess tax benefit associated with stock-based awards. The excess tax benefit associated with stock-based awards was $0 during the third quarter of 2020 as compared to $1,666,000 during the third quarter of 2019.

COVID-19 Update 

We wereresponded quickly and carefully to address the unprecedented challenges created by the pandemic. We have successfully adapted and will continue to evolve our business development, recruiting and operational approaches, yielding benefits both during and after this crisis. We have accelerated our sharing of in-depth scientific and regulatory knowledge through webinars and thought leadership pieces, which has fostered new client relationships and projects. We have shifted all recruiting activities online, allowing us to reach a more geographically expansive set of candidates. The health and safety of our team remain top priorities, and therefore we have leveraged our internal expertise to establish protocols that allow us to safely continue laboratory activities and resume human participant studies. Our business continuity plan and robust infrastructure have empowered productive remote work, and employees continue to work from home unless they are performing laboratory testing or inspections. Our leadership team has responded with enhanced internal communications to encourage increased connectivity across the firm.

We are pleased that the Company has been able to improve profitabilityaddress the majority of our clients’ needs with a mostly remote workforce. The relaxation of business restrictions in June allowed us to resume laboratory testing, inspections, and marginshuman participant studies for clients in non-essential industries. Field inspections of sites and products have increased due to lifting of travel restrictions but are still occurring at a reduced level since many businesses are not fully operational.

We continue to receive new retentions for litigation support, and work is ongoing for many existing matters. At the same time, trial dates continue to be delayed, removing imminent deadlines and causing some clients – in particular the automotive industry – to pause work. Courts have been experimenting with virtual bench trials as well as social distancing for in-person trials, so we expect trials will gradually increase.

We are pleased to be sharing our scientific and regulatory knowledge on health and safety issues related to the novel coronavirus through webinars and thought leadership pieces. We continue to advise clients with respect to disinfectant products and procedures, COVID-19 testing, contract tracing, and occupational health and safety. We have recently been engaged by effectively managing headcountthe U.S. Army and Navy to conduct a preliminary deployment of wearable technology platforms for COVID-19 risk monitoring and mitigation. The goal of this program is to implement and utilize this approach to protect the health and safety of service personnel while collecting the necessary data to support a validation of the technologies.

Business Outlook

As society continues to raise its expectations for safety, health, sustainability and reliability, and products and processes continue to grow in their technological complexity, we will evolve to stay ahead of the curve. These market drivers have powered the Company’s growth for over 50 years and have led to increased demand for our interdisciplinary solutions despite periods of macroeconomic turbulence. As a result of the past yearcurrent business, travel and physical distancing restrictions caused by the COVID-19 pandemic, net revenues for the first three weeks of the fourth quarter declined approximately 5% to align7% as compared to the same period last year. While there are opportunities for improvement, the high degree of uncertainty surrounding how and over what timeframe each region will impose or relax restrictions means that there could be further reduction to our resources with demand and benefited from a large human factors assessment for a clientrevenues in the consumer products industry, which resulted in improved utilization and increased leverage of our cost structure.short term.

- 22 -


 

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 September 29, 2017

October 2, 2020

During the third quarter of 2017,2020 billable hours increased 12%decreased 9% to 310,000308,000 as compared to 278,000337,000 during the same period last year. Our utilization increaseddecreased to 76%66% during the third quarter of 20172020 as compared to 70%72% during the same period last year. Technical full-time equivalent employees increased 3%decreased 1% to 787901 during the third quarter of 20172020 as compared to 761906 during the same period last year. We continue to selectively hire key talent to expand our capabilities.

- 18 -

Three Months Ended September 29, 2017October 2, 2020 compared to Three Months Ended September 30, 201627, 2019

Revenues

 

Revenues     
 Three Months Ended    

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

September 29,

2017

 

September 30,

2016

 

Percent

Change

 

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

       
Engineering and Other Scientific $70,670  $61,237   15.4%

 

$

79,230

 

 

$

83,060

 

 

 

-4.6

%

Percentage of total revenues  80.7%  78.9%    

 

 

80.3

%

 

 

81.8

%

 

 

 

 

Environmental and Health  16,885   16,375   3.1%

 

 

19,433

 

 

 

18,488

 

 

 

5.1

%

Percentage of total revenues  19.3%  21.1%    

 

 

19.7

%

 

 

18.2

%

 

 

 

 

            
Total revenues $87,555  $77,612   12.8%

 

$

98,663

 

 

$

101,548

 

 

 

-2.8

%

 

The increasedecrease in revenues for our Engineering and Other Scientific segment was due to a decrease in billable hours partially offset by an increase in billable hours.billing rates. During the third quarter of 2017,2020, billable hours for this segment increaseddecreased by 13%11% to 242,000236,000 as compared to 214,000266,000 during the same period last year. Utilization for this segment increaseddecreased to 78%65% during the third quarter of 20172020 as compared to 73% during the same period last year. Business restrictions associated with the COVID-19 pandemic caused project delays across multiple practices within this segment. The increase in billable hours and utilizationmost substantial impact was on our litigation support work with many projects paused due to strong growth fromcourt-related delays. The business restrictions associated with the COVID-19 pandemic also delayed our proactive design consultinghuman participant studies. We continued to see strength in integrity management advisory services specifically relatedfor the utilities sector as our clients focus on power reliability, in particular due to ongoing projects with clientsfire safety concerns in the consumer products industry. During the quarter we continued work on a large human factors assessment for a client in the consumer products industry. In addition to the ongoing large human factors assessment project, we realized increased demand for similar services from other clients. We have developed a unique offering of highly qualified scientists and facilities to advise clients as they navigate the increasing complexity of interactions between their products and users. We also experienced growth from lithium-ion battery consulting for clients in the consumer products, transportation, medical device, and utility industries. Our interdisciplinary team of chemists, electrical engineers, material scientists and mechanical engineers has guided clients with respect to the performance, reliability, and safety of new products, as well as with respect to recalls and litigation matters involving existing products with lithium-ion batteries.western United States. Technical full-time equivalent employees in this segment increased 5%decreased 2% to 594693 during the third quarter of 20172020 as compared to 566707 for the same period last year due to our continuing recruiting and retention efforts.

year.

The increase in revenues for our Environmental and Health segment was due to an increase in billable hours. During the third quarter of 2017, billablehours and an increase in billing rates. Billable hours for this segment increased by 6%1% to 68,00072,000 as compared to 64,00071,000 during the same period last year. Utilization in this segment increaseddecreased to 68%67% during the third quarter of 20172020 as compared to 63%68% during the same period last year. The increase in billable hours and utilization was due to growth in our chemical regulation and food safety practice, where we continued to assist clients with global regulatory issues.our scientists evaluated the effects of chemicals and new products on human health and the environment, including disinfectants for the novel coronavirus. This segment’s contribution to the large ongoing human factors assessment also contributed to the increase in billable hours and utilization. These increases weregrowth was partially offset by depressed demand fromdelays in projects for the transportation and oil and gas and industrial chemical industries.industries due to COVID-19 business restrictions. Technical full-time equivalent employees in this segment decreased by 1%increased 5% to 193208 during the third quarter of 20172020 as compared to 195199 during the same period last year. The decrease in technical full-time equivalent employees was due to our efforts to align resources with anticipated demand.

Compensation and Related Expenses

 

Compensation and Related Expenses     
 Three Months Ended    

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

September 29,

2017

 

September 30,

2016

 

Percent

Change

 

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

       
Compensation and related expenses $51,493  $47,797   7.7%

 

$

62,419

 

 

$

58,526

 

 

 

6.7

%

Percentage of total revenues  58.8%  61.6%    

 

 

63.3

%

 

 

57.6

%

 

 

 

 

 

- 23 -


The increase in compensation and related expenses during the third quarter of 20172020 was due to an increase in bonus expensethe value of assets associated with our deferred compensation plan and an increase in payroll expense partially offset by decreases in bonus expense. BonusDuring the third quarter of 2020, deferred compensation expense increased by $2,392,000$2,859,000 with a corresponding increase 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 increase consisted of an increase in the value of plan assets of $3,220,000 during the third quarter of 20172020 as compared to an increase in the value of plan assets of $361,000 during the same period last year. Payroll expense increased $1,486,000 during the third quarter of 2020 due to the impact of our annual salary adjustments. Bonus expense decreased by $367,000 during the third quarter of 2020 due to a corresponding increasedecrease to our bonus pool which is 33% of income before income taxes, beforeinterest income, bonus expense, and before stock-based compensation. Payroll expense increased $854,000 due to the increase in technical full-time equivalent employees. 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

 

- 19 -

 

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Other operating expenses

 

$

7,839

 

 

$

8,345

 

 

 

-6.1

%

Percentage of total revenues

 

 

7.9

%

 

 

8.2

%

 

 

 

 

Other Operating Expenses      
  Three Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Other operating expenses $7,500  $7,020   6.8%
Percentage of total revenues  8.6%  9.0%    

 

Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increasedecrease in other operating expenses during the third quarter of 20172020 was primarily due to an increasea decrease in occupancy expense of $265,000$385,000 and an increasea decrease in computer expenseoffice expenses of $137,000 associated with investments in our corporate infrastructure.$76,000. These decreases were primarily due to COVID-19 business restrictions. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.

Reimbursable Expenses

Reimbursable Expenses      
  Three Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Reimbursable expenses $5,196  $3,452   50.5%
Percentage of total revenues  5.9%  4.4%    

 

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Reimbursable expenses

 

$

5,164

 

 

$

6,042

 

 

 

-14.5

%

Percentage of total revenues

 

 

5.2

%

 

 

5.9

%

 

 

 

 

 

The increase in reimbursable expenses was primarily due to an increase in travel related costs associated with our large human factors assessment project. The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects. The decrease during the third quarter of 2020 was primarily due to COVID-19 business and travel restrictions.

General and Administrative Expenses

 

General and Administrative Expenses     
 Three Months Ended    

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages) 

September 29,

2017

 

September 30,

2016

 

Percent

Change

 

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

       
General and administrative expenses $4,061  $3,748   8.4%

 

$

2,834

 

 

$

5,451

 

 

 

-48.0

%

Percentage of total revenues  4.6%  4.8%    

 

 

2.9

%

 

 

5.4

%

 

 

 

 

 

The increasedecrease in general and administrative expenses during the third quarter of 20172020 was primarily due to an increase in bad debt of $91,000, an increasea decrease in travel and meals of $90,000,$2,127,000, a decrease in bad debt expense of $218,000, and an increasea decrease in legalmarketing and business development expenses of $87,000.$206,000. The decreases in travel and meals and marketing and business development are primarily due to COVID-19 business and travel restrictions. We expect general and administrative expenses to increase as we selectively add new talent and expand our business development initiatives, and pursue staff development initiatives.

- 24 -

Other Income, Net      
  Three Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Other income, net $2,725  $2,325   17.2%
Percentage of total revenues  3.1%  3.0%    

Other Income, Net

 

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Other income, net

 

$

4,231

 

 

$

2,027

 

 

 

108.7

%

Percentage of total revenues

 

 

4.3

%

 

 

2.0

%

 

 

 

 

 

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 facility. The increase in other income, net, was primarily due to an increase in interest income of $193,000 and a change in the value of assets associated with our deferred compensation plan. The increaseplan partially offset by a decrease in interest income was due to higher interest rates for our cash equivalents and short-term investments.income. During the third quarter of 2017,2020, other income, net, increased $241,000$2,859,000 with a corresponding increase 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 increase consisted of an increase in the value of the plan assets of $1,699,000$3,220,000 during the third quarter of 20172020 as compared to an increase in the value of the plan assets of $1,458,000$361,000 during the same period last year. The decrease in interest income of $599,000 was due to lower interest rates for our cash equivalents and short-term investments.

Income Taxes

 

 

Three Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Income taxes

 

$

6,554

 

 

$

5,578

 

 

 

17.5

%

Percentage of total revenues

 

 

6.6

%

 

 

5.5

%

 

 

 

 

Effective tax rate

 

 

26.6

%

 

 

22.1

%

 

 

 

 

The increase in the effective tax rate was due to a decrease in the excess tax benefit associated with stock-based awards. The excess tax benefit associated with stock-based awards decreased to $0 during the third quarter of 2020 as compared to $1,666,000 during the same period last year.

- 20 -

Income Taxes      
  Three Months Ended    
(in thousands, except percentages) 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Income taxes $7,387  $6,631   11.4%
Percentage of total revenues  8.4%  8.5%    
Effective tax rate  33.5%  37.0%    

The increase in income tax expense was due to a corresponding increase in pre-tax income. The decrease in our effective tax rate was due to an increase in the excess tax benefit associated with share-based awards and a decrease in our unrecognized tax benefit. The excess tax benefit associated with share-based awards increased to $464,000 during the third quarter of 2017 as compared to $39,000 during the same period last year. During the third quarter of 2017 we released $437,000 of our unrecognized tax benefit due to the completion of two tax audits.

Nine Months Ended September 29, 2017October 2, 2020 compared to Nine Months Ended September 30, 201627, 2019

Revenues

 

Revenues     
 Nine Months Ended    

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

September 29,

2017

 

September 30,

2016

 

Percent

Change

 

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

       
Engineering and Other Scientific $207,148  $187,026   10.8%

 

$

236,239

 

 

$

250,134

 

 

 

-5.6

%

Percentage of total revenues  79.8%  78.6%    

 

 

79.6

%

 

 

81.5

%

 

 

 

 

Environmental and Health  52,369   51,037   2.6%

 

 

60,422

 

 

 

56,951

 

 

 

6.1

%

Percentage of total revenues  20.2%  21.4%    

 

 

20.4

%

 

 

18.5

%

 

 

 

 

            
Total revenues $259,517  $238,063   9.0%

 

$

296,661

 

 

$

307,085

 

 

 

-3.4

%

 

The increasedecrease in revenues for our Engineering and Other Scientific segment was due to a decrease in billable hours partially offset by an increase in billable hours.billing rates. During the first nine months of 2017,2020, billable hours for this segment increaseddecreased by 9% to 709,000730,000 as compared to 649,000801,000 during the same period last year. Utilization for this segment increaseddecreased to 78%66% during the first nine months of 20172020 as compared to 74% during the same period last year. Business restrictions associated with the COVID-19 pandemic caused project delays across multiple practices within this segment. The increase in billable hours and utilization wasmost substantial impact occurred to our litigation support work with many projects paused due to strong growth from our proactive designcourt-related delays. The business restrictions associated with the COVID-19 pandemic also delayed field inspections of sites and regulatory consulting services, specifically relatedproducts, laboratory testing, and human participant studies. These business restrictions had the most substantial impact to ongoing projects with clients in the consumer products industry. During the first nine months of 2017 we performed a large human factors assessment for a client in the consumer products industry.transportation and oil and gas industries. We continued to expandsee strength in integrity management advisory services for the utilities sector as our broad base of international construction dispute work with ongoing mining, gas terminal andclients focus on power plant projects leveraging our integrated team of expertsreliability, in particular due to deliver solutions to complex capital projects.fire safety concerns in the western United States. Technical full-time equivalent employees in this segment increased 4%2% to 584707 during the first nine months of 20172020 as compared to 563692 for the same period last year due to our continuing recruiting and retention efforts.year.

- 25 -


 

The increase in revenues for our Environmental and Health segment was due to an increase in billable hours.hours and an increase in billing rates. During the first nine months of 2017,2020, billable hours for this segment increased by 4% to 207,000225,000 as compared to 199,000216,000 during the same period last year. Utilization in this segment increased to 69%70% during the first nine months of 20172020 as compared to 63%69% during the same period last year. The increase in billable hours and utilization was due to growth in our chemical regulation and food safety practice, where we continued to assist clients with global regulatory issues.our scientists evaluated the effects of chemicals and new products on human health and the environment, including disinfectants for the novel coronavirus. This segment’s contribution to the large ongoing human factors assessment also contributed to the increase in billable hours and utilization. These increases weregrowth was partially offset by depressed demand fromdelays in projects for the transportation and oil and gas and industrial chemical industries.industries due to COVID-19 business restrictions. Technical full-time equivalent employees in this segment decreasedincreased by 5%2% to 192206 during the first nine months of 20172020 as compared to 203202 during the same period last year. The increase in utilization and the decrease in technical full-time equivalent employees wereyear due to our efforts to align resources with anticipated demand.continuing recruiting and retention efforts.

Compensation and Related Expenses

 

- 21 -

 

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Compensation and related expenses

 

$

180,541

 

 

$

185,616

 

 

 

-2.7

%

Percentage of total revenues

 

 

60.9

%

 

 

60.4

%

 

 

 

 

Compensation and Related Expenses      
  Nine Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Compensation and related expenses $157,447  $146,854   7.2%
Percentage of total revenues  60.7%  61.7%    

 

The increasedecrease in compensation and related expenses during the first nine months of 20172020 was due to an increase in bonus expense, an increase in payroll expense and fringe benefits, an increase in stock-based compensation, and a change in the value of assets associated with our deferred compensation plan. Bonus expense increased by $5,467,000 during the first nine months of 2017 due toplan and a corresponding increase to income before income taxes, beforedecrease in bonus expense and before stock-based compensation. Payroll expense increased $2,453,000 and fringe benefits increased $291,000 due to the increase in technical full-time equivalent employees and our annual salary increases. Stock-based compensation increasedpartially offset by $460,000 due primarily to an increase in the amortization of restricted stock unit grants.payroll expense. During the first nine months of 2017,2020, deferred compensation expense increased $1,794,000decreased $8,814,000 with a corresponding increasedecrease to other income, net, as compared to the same period last year, due to athe change in value of assets associated with our deferred compensation plan. This increasedecrease consisted of an increasea decrease in the value of plan assets of $4,617,000$399,000 during the first nine months of 20172020 as compared to an increase in the value of plan assets of $2,823,000$8,415,000 during the same period last year. Bonus expense decreased by $3,464,000 during the first nine months of 2020 due to a corresponding decrease to our bonus pool which is 33% of income before income taxes, interest income, bonus expense, and stock-based compensation. Payroll expense increased $6,898,000 during the first nine months of 2020 due to the increase in technical full-time equivalent employees and the impact of our annual salary adjustments. 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

 

Other Operating Expenses     
 Nine Months Ended    

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

September 29,

2017

 

September 30,

2016

 

Percent

Change

 

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

       
Other operating expenses $21,966  $21,221   3.5%

 

$

23,736

 

 

$

24,448

 

 

 

-2.9

%

Percentage of total revenues  8.5%  8.9%    

 

 

8.0

%

 

 

8.0

%

 

 

 

 

 

Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increasedecrease in other operating expenses during the first nine months of 20172020 was primarily due to an increase in depreciation expense of $253,000, an increasea decrease in occupancy expense of $158,000,$497,000 and an increasea decrease in computer expensetechnical materials of $155,000 associated with$416,000. The decreases in occupancy expenses and technical materials were primarily due to COVID-19 business restrictions. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.

Reimbursable Expenses

Reimbursable Expenses      
  Nine Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Reimbursable expenses $12,571  $11,619   8.2%
Percentage of total revenues  4.8%  4.9%    

 

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Reimbursable expenses

 

$

15,579

 

 

$

17,915

 

 

 

-13.0

%

Percentage of total revenues

 

 

5.3

%

 

 

5.8

%

 

 

 

 

 

The increase in reimbursable expenses was primarily due to an increase in travel related costs associated with our large human factors assessment project. - 26 -


The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects. The decrease during the first nine months of 2020 was primarily due to COVID-19 business and travel restrictions.

General and Administrative Expenses

 

- 22 -

 

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

General and administrative expenses

 

$

11,290

 

 

$

15,345

 

 

 

-26.4

%

Percentage of total revenues

 

 

3.8

%

 

 

5.0

%

 

 

 

 

General and Administrative Expenses      
  Nine Months Ended    
(in thousands, except percentages) 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
General and administrative expenses $13,277  $11,407   16.4%
Percentage of total revenues  5.1%  4.8%    

 

The increasedecrease in general and administrative expenses during the first nine months of 20172020 was primarily due to an increasea decrease in travel and meals of $1,010,000,$4,092,000 and a decrease in personnel expenses of $942,000, partially offset by an increase in legal expensesbad debt expense of $246,000, and an increase in marketing and promotion of $141,000.$1,005,000. The increasedecreases in travel and meals and personnel expenses were primarily due to COVID-19 business and travel restrictions. The increase in bad debt was due to additional reserves we booked to our allowance for doubtful accounts as a firm-wide managers’ meeting which occurs every other year. The increase in marketing and promotion was due to several initiativesresult of the economic uncertainty associated with the firm’s 50th anniversary.COVID-19 pandemic. We expect general and administrative expenses to increase as we selectively add new talent and expand our business development and staff development initiatives.

 

Other Income, Net      
  Nine Months Ended    

 

(in thousands, except percentages)

 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Other income, net $7,532  $5,369   40.3%
Percentage of total revenues  2.9%  2.3%    

Other Income, Net

 

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Other income, net

 

$

4,592

 

 

$

13,623

 

 

 

-66.3

%

Percentage of total revenues

 

 

1.5

%

 

 

4.4

%

 

 

 

 

 

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 facility. The decrease in other income, net, was primarily due to a change in the value of assets associated with our deferred compensation plan and a decrease in interest income of $1,398,000 partially offset by an increase in the realized gain on foreign exchange of $785,000 and an increase in rental income of $409,000. During the first nine months of 2017,2020, other income, net, increased $1,794,000decreased $8,814,000 with a corresponding increasedecrease 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 increasedecrease consisted of an increasea decrease in the value of the plan assets of $4,617,000$399,000 during the first nine months of 20172020 as compared to an increase in the value of the plan assets of $2,823,000$8,415,000 during the same period last year. The increase in other income, net, was also due to an increasedecrease in interest income of $383,000was due to higherlower interest rates for our cash equivalents and short-term investments. The increase in the realized gain on foreign exchange was due to an increase in the value of monetary assets denominated in non-functional currencies.

 

Income Taxes      
  Nine Months Ended    
(in thousands, except percentages) 

September 29,

2017

  

September 30,

2016

  

Percent

Change

 
          
Income taxes $16,778  $15,239   10.1%
Percentage of total revenues  6.5%  6.4%    
Effective tax rate  27.2%  29.1%    

Income Taxes

 

 

Nine Months Ended

 

 

 

 

 

(in thousands, except percentages)

 

October 2,

2020

 

 

September 27,

2019

 

 

Percent

Change

 

Income taxes

 

$

9,395

 

 

$

14,045

 

 

 

-33.1

%

Percentage of total revenues

 

 

3.2

%

 

 

4.6

%

 

 

 

 

Effective tax rate

 

 

13.4

%

 

 

18.1

%

 

 

 

 

 

The increase in income tax expense was due to a corresponding increase in pre-tax income. The decrease in ourthe effective tax rate was due to an increase in the excess tax benefit associated with share-based awards and a decrease in our unrecognized tax benefit.stock-based awards. The excess tax benefit associated with share-basedstock-based awards increased to $6,518,000$9,670,000 during the first nine months of 20172020 as compared to $4,827,000$7,354,000 during the same period last year. During the first nine months of 2017 we released $437,000 of our unrecognized tax benefit due to the completion of two tax audits.

- 27 -


 

LIQUIDITY AND CAPITAL RESOURCES

 

  Nine Months Ended 

 

(in thousands)

 

September 29,

2017

  

September 30,

2016

 
       
Net cash provided by operating activities $26,964  $37,234 
Net cash used in investing activities  (20,351)  (19,113)
Net cash used in financing activities  (32,637)  (44,816)

- 23 -

We financed our business during the first nine months of 2017 through available cash. We invest our excess cash in cash equivalents and short-term investments. As of September 29, 2017, our cash, cash equivalents and short-term investments were $165.6 million compared to $173.7 million at December 30, 2016. We believe our existing balances of cash, cash equivalents, short-term investments 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. However, we continue to monitor the impact of the COVID-19 pandemic on our cash flows and on the credit and financial markets.

 

 

Nine Months Ended

 

(in thousands)

 

October 2,

2020

 

 

September 27,

2019

 

Net cash provided by operating activities

 

$

62,447

 

 

$

52,293

 

Net cash provided by/(used in) investing activities

 

 

30,856

 

 

 

(11,717

)

Net cash used in financing activities

 

 

(82,235

)

 

 

(34,437

)

We financed our business during the first nine months of 2020 through available cash. We invest our excess cash in cash equivalents and short-term investments. As of October 2, 2020, our cash, cash equivalents and short-term investments were $207.7 million compared to $231.6 million as of January 3, 2020. We believe our existing balances of cash, cash equivalents, short-term investments 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.

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 decreaseincrease in net cash provided by operatinginvesting activities during the first nine months of 20172020, as compared to the same period last year, was primarily due to an increasea decrease in accounts receivable.

the purchase of short-term investments, and a decrease in capital expenditures. The decrease in capital expenditures was due to the completion of construction of our office and laboratory facilities in Natick, Massachusetts during 2019.

The increase in net cash used in investingfinancing activities during the first nine months of 2017,2020, as compared to the same period last year, was due to an increase in the purchase of short-term investments, net of maturities partially offset by a decrease in capital expenditures.

The decrease in net cash used in financing activities during the first nine months of 2017, as compared to the same period last year, was due to a decrease in repurchases of our common stock, partially offset by an increase in payroll taxes for restricted stock units and an increase in dividend payments.

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.

For a summary of our commitments to make future payments under contractual obligations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in our 20162019 Annual Report.

During April 2017, we entered into two agreements to purchase a total of 2.9 acres of land in Natick, Massachusetts on which we intend to build office and laboratory facilities. The total purchase price is $5,200,000. The purchase agreements are contingent on several items including feasibility studies, environmental assessments, and government approvals. If we determine that the property is unsuitable for the planned project, we can terminate the agreements to purchase the land at our sole discretion.

There have been no other material changes in our contractual obligations since December 30, 2016.

January 3, 2020.

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 $50,778,000$76,683,000 were recorded as a long-term liability on our unaudited condensed consolidated balance sheet at September 29, 2017.October 2, 2020. Vested amounts due under the plan of $3,369,000 were recorded as a current liability on our unaudited condensed consolidated balance sheet at October 2, 2020. Company 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 September 29, 2017,October 2, 2020, invested amounts under the plan of $46,678,000$76,204,000 were recorded as a long-term asset on our unaudited condensed consolidated balance sheet.

As of October 2, 2020, invested amounts under the plan of $3,369,000 were recorded as a current asset on our unaudited condensed consolidated balance sheet.

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

- 28 -


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.

- 24 -

Non-GAAP Financial Measures

Regulation G, Conditions for Use of Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Measures, and other SECU.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 nine months ended September 29, 2017October 2, 2020 and September 30, 2016:27, 2019:

 

 Three Months Ended  Nine Months Ended 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands, except percentages)

 

September 29,

2017

 

September 30,

2016

 

September 29,

2017

 

September 30,

2016

 

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

         
Revenues before reimbursements $82,359  $74,160  $246,946  $226,444 

 

$

93,499

 

 

$

95,506

 

 

$

281,082

 

 

$

289,170

 

                
EBITDA $23,225  $19,323  $65,678  $56,351 

 

$

26,011

 

 

$

25,968

 

 

$

73,787

 

 

$

79,394

 

                
EBITDA as a % of revenues before reimbursements  28.2%  26.1%  26.6%  24.9%

 

 

27.8

%

 

 

27.2

%

 

 

26.3

%

 

 

27.5

%

 

- 29 -


During the third quarter of 2020 both revenues before reimbursements and operating expenses, excluding the change in value of assets associated with the deferred compensation plan, decreased due to business restrictions associated with the COVID-19 pandemic. The increase in EBITDA as a percentage of revenues before reimbursements during the third quarter of 20172020 was due to a larger decrease in operating expenses, excluding the change in value of assets associated with the deferred compensation plan, as compared to the same period last year was primarily due to an increasedecrease in utilization. Utilization for the third quarter of 2017 was 76% as compared to 70% during the same period last year.revenues before reimbursements.

 

The increasedecrease in EBITDA as a percentage of revenues before reimbursements during the first nine months of 20172020 as compared to the same period last year was primarily due to an increasea decrease in utilization. Utilization forrevenues before reimbursement partially offset by a decrease in operating expenses, excluding the first nine monthschange in value of 2017 was 76% as comparedassets associated with the deferred compensation plan. The decreases in revenue before reimbursements and operating expenses, excluding the change in value of assets associated with the deferred compensation plan, were both due to 71% duringbusiness restrictions associated with the same period last year.COVID-19 pandemic.

- 25 -

 

The following table is a reconciliation of EBITDA and EBITDAS to the most comparable GAAP measure, net income, for the three and nine months ended September 29, 2017 and September 30, 2016:October 2, 2020:

 

  Three Months Ended  Nine Months Ended 

 

(in thousands)

 

September 29,

2017

  

September 30,

2016

  

September 29,

2017

  

September 30,

2016

 
             
Net income $14,643  $11,289  $45,010  $37,092 
                 
Add back (subtract):                
                 
Income taxes  7,387   6,631   16,778   15,239 
Interest income, net  (372)  (179)  (872)  (489)
Depreciation and amortization  1,567   1,582   4,762   4,509 
                 
EBITDA  23,225   19,323   65,678   56,351 
                 
Stock-based compensation  3,541   2,730   12,728   10,659 
                 
EBITDAS $26,766  $22,053  $78,406  $67,010 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

October 2,

2020

 

 

September 27,

2019

 

 

October 2,

2020

 

 

September 27,

2019

 

Net income

 

$

18,084

 

 

$

19,633

 

 

$

60,712

 

 

$

63,339

 

Add back (subtract):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

6,554

 

 

 

5,578

 

 

 

9,395

 

 

 

14,045

 

Interest income, net

 

 

(316

)

 

 

(915

)

 

 

(1,496

)

 

 

(2,894

)

Depreciation and amortization

 

 

1,689

 

 

 

1,672

 

 

 

5,176

 

 

 

4,904

 

EBITDA

 

 

26,011

 

 

 

25,968

 

 

 

73,787

 

 

 

79,394

 

Stock-based compensation

 

 

3,726

 

 

 

3,844

 

 

 

13,326

 

 

 

13,585

 

EBITDAS

 

$

29,737

 

 

$

29,812

 

 

$

87,113

 

 

$

92,979

 

Item 3.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk associated with our balances of cash, cash equivalents and short-term investments. 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 and short-term investments 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 Euro,Chinese Yuan, and the Chinese Yuan.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 September 29, 2017,October 2, 2020, we had net assets of approximately $10.0$14.4 million with a functional currency of the British Pound, net assets of approximately $4.1 million with a functional currency of the Euro, and net assets of approximately $4.0$3.5 million with a functional currency of the Chinese Yuan, and net assets of approximately $6.0 million with a functional currency of the Hong Kong Dollar associated with our operations in the United Kingdom, Germany,China, and China,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

- 30 -


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 September 29, 2017,October 2, 2020, we had net assets denominated in the non-functional currency of approximately $2.6$4.0 million. As such, a ten percent change in the value of the local currency would result in a $260,000 foreign currency gain or loss in our results of operations.

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 material. 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.

- 26 -

Item 4. Controls and Procedures

Item 4.Controls and Procedures

 

(a)

Evaluation of Disclosure 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 September 29, 2017,October 2, 2020, the Company’s disclosure controls and procedures were effective.

We intend to 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.

 

(b)

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three monththree-month period ended September 29, 2017October 2, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

- 31 -


 

PART II - OTHER INFORMATION

Item 1.

Exponent is not engaged in any material legal proceedings.

Item 1A. Risk Factors

Item 1A. Risk Factors

Exponent operates in a rapidly changing environment that involves a number of uncertainties, some of which are beyond our control and may have a material adverse effect on our financial condition and results of operations. These uncertainties include, but are not limited to, those mentioned elsewhere in this report and those set forth below.

 

ThereThe effects of the COVID-19 pandemic have materially affected our operations and those of our clients. The duration and extent to which this will impact our future financial condition and results of operations remains uncertain.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the U.S. and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While we are unable to accurately predict the full impact that COVID-19 will have on our financial condition and results of operations due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, compliance with these measures has impacted our operations.

The vast majority of our employees have been working remotely since the implementation of government measures to contain the virus. These remote working arrangements may result in inefficiencies, delays and additional costs and risks. In addition, most of our clients are also working remotely, which may delay the initiation of new projects and the execution of on-going work. We have seen slowing of a portion of our litigation support projects due to courthouse closures and associated legal delays. Travel restrictions are delaying work that requires inspection of a site or a product that cannot be shipped. The pandemic has also negatively impacted our ability to conduct user studies.

The COVID-19 pandemic also raises the possibility of an extended global economic downturn and has caused volatility in financial markets, which could affect demand for our services and impact our financial condition and results of operations even after the pandemic is contained and the containment measures are lifted. For example, we may be unable to collect receivables from those customers significantly impacted by COVID-19. We believe that our existing balances of cash, cash equivalents, short-term investments and cash generated from operations to 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. However, we continue to monitor the impact of the COVID-19 pandemic on our cash flows and on the credit and financial markets.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, and the impact of these and other factors on our employees and clients. We will continue to evaluate the nature and extent of the impact of the COVID-19 pandemic to our business.

The unpredictable and reactive nature of our business can create uneven performance in any given quarter or fiscal year.

Revenues are primarily derived from services provided in response to client requests or events that occur without notice, and engagements, generally billed as services are performed, are terminable or subject to postponement or delay at any time by clients. As a result, backlog at any particular time is small in relation to our quarterly or annual revenues and is not a reliable indicator of revenues for any future periods. Revenues and operating margins for any particular quarter are generally affected by staffing mix, resource requirements and timing and size of engagements.

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Our financial results could suffer if our clients’ needs change more rapidly than we are able to secure the appropriate mix of trained, skilled and experienced personnel.

As our clients’ needs change, new technologies develop, and legal and regulatory processes change, we may be unable to timely hire or train personnel with the appropriate new set of skills and experience which could negatively impact our growth and profitability.

Failure to attract and retain key employees may adversely affect our business.

Exponent’s business involves the delivery of professional services and is labor-intensive. Our success depends in large part upon our ability to attract, retain and motivate highly qualified technical and managerial personnel. Qualified personnel are in great demand and are likely to remain a limited resource for the foreseeable future. We cannot provide any assurance that we can continue to attract sufficient numbers of highly qualified technical and managerial personnel and retain existing employees. We have experienced and expect to continue to experience employee turnover. The loss of key managerial employees, business generators or any significant number of employees could have a material adverse impact on our business, including our ability to secure and complete engagements.

Competition could reduce our pricing and adversely affect our business.

The markets for our services are highly competitive. In addition, there are relatively low barriers to entry into our markets and we have faced, and expect to continue to face, additional competition from new entrants into our markets. Competitive pressure could reduce the market acceptance of our services and result in price reductions that could have a material adverse effect on our business, financial condition or results of operations.

The loss of a large client could adversely affect our business.

We currently derive a significant portion of our revenues from clients in the chemical, construction, consumer products, energy, life sciences, and transportation industries. The loss of any large client could have a material adverse effect on our business, financial condition or results of operations.

Our clients may be unable to pay for our services.

If a client's financial difficulties become severe, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services. The COVID-19 pandemic raises the possibility of an extended global economic downturn which may impact the ability of our customers to pay for our services. On occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us. The bankruptcy of a client with substantial accounts receivable could have a material adverse effect on our financial condition and results of operations.

We hold substantial investments that could present liquidity risks.

Our cash equivalent and short-term investment portfolio as of October 2, 2020, consisted primarily of obligations of the U.S. Treasury. We follow an established investment policy to monitor, manage and limit our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes.

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Investments in some financial instruments may pose risks arising from liquidity and credit concerns. As of October 2, 2020, we had no impairment charge associated with our investment portfolio relating to such adverse financial market conditions. Although we believe our current investment portfolio has a low risk of impairment, we cannot predict future market conditions or market liquidity and can provide no assurance that our investment portfolio will remain unimpaired.

Our business is dependent on our professional reputation.

The professional reputation of Exponent and its consultants is critical to our ability to successfully compete for new client engagements and attract or retain professionals. Proven or unproven allegations against us may damage our professional reputation. Any factors that damage our professional reputation could have a material adverse effect on our business.

Our business can be adversely impacted by deregulation or reduced regulatory enforcement.

Public concern over health, safety and preservation of the environment has resulted in the enactment of a broad range of environmental and/or other laws and regulations by local, state and federal lawmakers and agencies. These laws and the implementation of new regulations affect nearly every industry, as well as the agencies of federal, state and local governments charged with their enforcement. To the extent changes in such laws, regulations and enforcement or other factors significantly reduce the exposures of manufacturers, owners, service providers and others to liability, the demand for our services may be significantly reduced.

Tort reform can reduce demand for our services.

Several of our practices have a significant concentration in litigation support consulting services. To the extent tort reform reduces the exposure of manufacturers, owners, service providers and others to liability, the demand for our litigation support consulting services may be significantly reduced.

Our engagements may result in professional or other liability.

Our services typically involve difficult engineering and scientific assignments and carry risks of professional and other liability. Many of our engagements involve matters that could have a severe impact on a client's business, cause a client to lose significant amounts of money, or prevent a client from pursuing desirable business opportunities. Accordingly, if a client is dissatisfied with our performance, the client could threaten or bring litigation in order to recover damages or to contest its obligation to pay our fees. Litigation alleging that we performed negligently, disclosed client confidential information, lost or damaged evidence, infringed on patents, were forced to withdraw from a legal matter due to a conflict or otherwise breached our obligations to a client could expose us to significant liabilities to our clients or other third parties or tarnish our reputation.

Potential conflicts of interest may preclude us from accepting some engagements.

We provide litigation support consulting and other services primarily in connection with significant disputes, or other matters that are usually adversarial or that involve sensitive client information. The nature of our consulting services has and will continue to preclude us from accepting engagements with other potential clients because of conflicts. Accordingly, the nature of our business limits the number of both potential clients and potential engagements.

We are subject to unpredictable risks of litigation.

Although we seek to avoid litigation whenever possible, from time to time we are party to various lawsuits and claims. Disputes may arise, for example, from employment issues, regulatory actions, business acquisitions and real estate and other commercial transactions. There can be no assurances that any lawsuits or claims will be immaterial in the future. Any material lawsuits or claims could adversely affect our business and reputation.

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We are subject to security breaches that may disrupt our operations and/or lead to the inability to protect confidential information.

We have experienced, and expect to continue to be subjected to, security breaches and threats, none of which have been material to us to date. Despite the implementation of security and business continuity measures, our information technology infrastructure and networks are vulnerable to electronic breaches of security. Such breaches could lead to disruptions of our operations and potential unauthorized disclosure of confidential and/or personal information, which could result in legal claims or proceedings. While we have taken reasonable steps to prevent and mitigate the damage of a security breach by continuously improving our design and coordination of security controls across our business, those steps may not be effective and there can be no assurance that any such steps can be effective against all possible risks.

Failure to protect client and employee data may have an adverse effect on our business.

We manage, utilize, and store sensitive or confidential client or employee data, including personal data and protected health information. As a result, we are subject to numerous laws and regulations designed to protect this information, such as the U.S. federal and state laws governing the protection of health or other personally identifiable information, including the Health Insurance Portability and Accountability Act, and international laws such as the European Union General Data Protection Regulation. In addition, many states, U.S. federal governmental authorities and non-U.S. jurisdictions have adopted, proposed, or are considering adopting or proposing, additional data security and/or data privacy statutes or regulations such as the California Consumer Privacy Act. These laws and regulations are increasing in complexity and number. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines, and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through systems failure, employee negligence, fraud, or misappropriation, could damage our reputation and cause us to lose clients and their related revenue in the future. Our remote working arrangements due to the COVID-19 pandemic may increase the risks associated with protecting client and employee data.

Impairment of goodwill may require us to record a significant charge to earnings.

On our balance sheet, we have $8,607,000 of goodwill subject to periodic evaluation for impairment. Failure to achieve sufficient levels of cash flow at reporting units, the loss of key employees, changes to the scope of operations of our business or a significant and sustained decline in our stock price could result in goodwill impairment charges. The COVID-19 pandemic raises the possibility of an extended global economic downturn which increase the risk of goodwill impairment charges. During times of financial market volatility, significant judgment is required to determine the underlying cause of the decline and whether stock price declines are short-term in nature or indicative of an event or change in circumstances.

Impairment of long-lived assets or restructuring activities may require us to record a significant charge to earnings.

Our long-lived assets, including our office, laboratory and warehouse space in Menlo Park, California, our test and engineering center in Phoenix, Arizona, and our office and laboratory facilities in Natick, Massachusetts, are subject to periodic testing for impairment. Failure to achieve sufficient levels of cash flow at the asset group level could result in impairment of our long-lived assets. In addition, we have operating lease right-of-use assets for office and laboratory space. Changes in the business environment could lead to changes in the scope of operations of our business. These changes, including the closure of one or more offices, could result in restructuring and/or asset impairment charges. The COVID-19 pandemic raises the possibility of an extended global economic downturn which increase the risk of long-lived asset impairment charges.

Our international operations create special risks that could adversely affect our business.

In addition to our offices in the United States, we have physical offices in the United Kingdom, Switzerland, Hong Kong, China, Singapore, Ireland, and Canada, and conduct business in several other countries. We expect to continue to expand globally and our international revenues may account for an increasing portion of

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our revenues in the future. Our international operations carry special financial, business and legal risks, including cultural and language differences; employment laws and related factors that could result in lower utilization, higher staffing costs, and cyclical fluctuations of utilization and revenues; currency fluctuations that adversely affect our financial position and operating results; burdensome regulatory requirements and other barriers to conducting business; tariffs/trade disputes and other trade barriers including the United Kingdom’s decision to leave the European Union; managing the risks associated with engagements with foreign officials and governmental agencies, including the risks arising from the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act of 2010; managing the risks associated with global privacy and data security laws and regulations including the General Data Protection Regulation in Europe; greater difficulties in managing and staffing foreign operations; successful entry and execution in new markets; restrictions on the repatriation of earnings; potentially adverse tax consequences; other impending legislation that could add additional risks to the business; and the COVID-19 pandemic and resulting restrictions on business activity which vary significantly by region.

Inherent risks related to government contracts may adversely affect our business.

We work for various United States and foreign governmental entities and agencies. Government entities reserve the right to audit our contracts and conduct inquiries and investigations of our business practices with respect to government contracts. Findings from an audit may result in fees being refunded to the government or prospective adjustment to previously agreed upon rates that will affect future margins. If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of the government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities, regardless of the adequacy of such controls. Government contracts, and the proceedings surrounding them, are often subject to more extensive scrutiny and publicity than other commercial contracts. Negative publicity related to our government contracts, regardless of whether it is accurate, may further damage our business by affecting our ability to compete for new contracts.

Governments may terminate, cancel, modify or curtail our contracts at any time prior to their completion.

Under our government contracts, the client generally has the right not to exercise options to extend or expand our contracts and may otherwise terminate, cancel, modify or curtail our contracts at its convenience. Any decision by the client not to exercise contract options or to terminate, cancel, modify or curtail our programs or contracts would adversely affect our revenues, revenue growth and profitability.

We could incur significant liabilities and suffer negative publicity if people or properties are harmed by the products and systems we sell or the services we offer.

We, on occasion, design, develop, manufacture, sell, service and maintain various products and systems. In some instances, we also train operators of such products and systems. Many of these products and systems utilize software algorithms that are probabilistic in nature and subject to significant technical limitations. There are many factors, some of which are beyond our control, which could result in the failure of our products or systems. The failure of our products or systems could lead to injury, death, or extensive property damage and may lead to product liability, professional liability, or other claims against us. Further, if our products or systems fail, or are perceived to have failed, the negative publicity from such incident could have a material adverse effect on our business.

Changes in, or interpretations of, accounting principles could have a significant impact on our financial position and results of operations.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.

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Our business can be adversely affected by downturns in the overall economy.

The markets that we serve are cyclical and subject to general economic conditions. The direction and relative strength of the global economy continues to be uncertain. If economic growth in the United States, where we primarily operate, slows, our clients may consolidate or go out of business and thus demand for our services could be reduced significantly.

Our quarterly results may vary.

Variations in our revenues and operating results occur from time to time, as a result of a number of factors, such as the significance of client engagements commenced and completed during a quarter, the timing of engagements, the number of working days in a quarter, employee hiring and utilization rates, and integration of companies acquired. Because a high percentage of our expenses, particularly personnel and facilities related expenses, are relatively fixed in advance of any particular quarter, a variation in the timing of the initiation or the completion of our client assignments can cause significant variations in operating results from quarter to quarter.

The market price of our common stock may be volatile.

Many factors could cause the market price of our common stock to rise and fall. These include the risk factors as previously discussed under the heading “Risk Factors”listed above and below; changes in estimates of our performance or recommendations by securities analysts; future sales of shares of common stock in the Company’s 2016 Annual Report.public market; market conditions in the industry and economy as a whole; acquisitions or strategic alliances involving us or our competitors; restatement of financial results; and changes in accounting principles or methods. In addition, the stock market often experiences significant price fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common stock. When the market price of a company's stock drops significantly, shareholders often institute securities class action litigation against that company. Any litigation against us could cause us to incur substantial costs, divert the time and attention of our management and other resources, or otherwise harm our business.

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There can be no assurance that we will continue to declare cash dividends or repurchase our shares at all or in any particular amounts.

Our Board of Directors has declared quarterly dividends since March 2013. Our intent to continue to pay quarterly dividends and to repurchase our shares is subject to capital availability and, in the case of dividends, periodic determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all laws and agreements applicable to the declaration and payment of cash dividends by us. Future dividends and share repurchases may also be affected by, among other factors: our views on potential future capital requirements for investments, including acquisitions; legal risks; stock repurchase programs; changes in federal and state income tax laws or corporate laws; contractual restrictions; and changes to our business model. Our dividend payments and share repurchases may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase shares at all or in any particular amounts. A reduction or suspension in our dividend payments or share repurchase activity could have a negative effect on our stock price.

Catastrophic events may disrupt our business.

We rely on our network infrastructure and certain third-party hosted services to support our operations. Despite the implementation of business continuity measures, disruption or failure of these systems in the event of a major earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, pandemics, or epidemics where we have operations, cyber-attack, war, terrorist attack or other catastrophic event that our disaster recovery plans do not adequately address, could have a material adverse effect on our business, financial condition or results of operations.

Climate change may have a long-term impact on our business.

The areas where we conduct business are vulnerable to the effects of climate change. For example, in California, wildfire danger increases the probability of planned power outages which may impact our employees’ abilities to commute to work and to stay connected. Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure, have the potential to disrupt our business.

Item 2.

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 September 29, 2017October 2, 2020 (in thousands, except price per share):

 

  Total Number
of Shares
Purchased
  Average Price
Paid Per
Share
  Total Number of
Shares Purchased as
Part of Publicly
Announced Programs
  Approximate Dollar
Value of Shares That
May Yet Be
Purchased Under the
Programs(1)
 
             
July 1 to July 28  -  $-   -  $50,303 
July 29 to August 25  -   -   -  $50,303 
August 26 to September 29  22   66.06   22  $48,876 
Total  22  $66.06   22  $48,876 

 

 

Total

Number

of Shares

Purchased

 

 

Average

Price

Paid Per

Share

 

 

Total

Number of

Shares

Purchased

as Part of

Publicly

Announced

Programs

 

 

Approximate

Dollar Value

of Shares That

May Yet Be

Purchased

Under the

Programs (1)

 

July 4 to July 31

 

 

-

 

 

$

-

 

 

 

-

 

 

$

75,455

 

August 1 to August 28

 

 

-

 

 

 

-

 

 

 

-

 

 

$

75,455

 

August 29 to October 2

 

 

-

 

 

 

-

 

 

 

-

 

 

$

75,455

 

Total

 

 

-

 

 

$

-

 

 

 

-

 

 

$

75,455

 

 

(1)

On October 21, 2015,January 31, 2019, the Company’s Board of Directors authorized $35,000,000announced $75.0 million for the repurchase of the Company’s common stock. On October 19, 2016,May 29, 2020 the Company’s Board of Directors authorizedannounced an additional $35,000,000$45.0 million for the repurchase of the Company’s common stock. These plansrepurchase programs have no expiration date.

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Item 3.

Item 3. Defaults Upon Senior Securities

Not applicable.

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Item 4.Mine Safety Disclosures

 

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

(a)

Item 6.Exhibits

Exhibit Index

 

31.1

(a)Exhibit Index

31.1Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

31.2

31.2

Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

32.1

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES- 40 -


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: November 3, 20176, 2020

/s/ Paul R. JohnstonCatherine Ford Corrigan

Paul R. Johnston,

Catherine Ford Corrigan, Ph.D., Chief Executive Officer

/s/ Richard L. Schlenker, Jr.

Richard L. Schlenker, Jr., Chief Financial Officer

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