8-K
EXPONENT INC (EXPO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2025
_______________________________
Exponent, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 0-18655 | 77-0218904 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
149 Commonwealth Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
(650) 326-9400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | EXPO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition. On May 1, 2025, Exponent, Inc. issued a press release announcing its financial results for the first quarter ended April 4, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated by reference.
Item 7.01. Regulation FD Disclosure. On May 1, 2025, Exponent, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.30 per share to be paid on June 20, 2025 to all common stockholders of record as of June 6, 2025. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release dated May 1, 2025 |
|---|---|
| 99.2 | Press Release dated May 1, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Exponent, Inc. | ||
|---|---|---|
| Date: May 1, 2025 | By: | /s/ Richard L. Schlenker |
| Richard L. Schlenker | ||
| Executive Vice President, Chief Financial Officer, and Corporate Secretary |
EdgarFiling EXHIBIT 99.1
Exponent Reports First Quarter 2025 Financial Results
MENLO PARK, Calif., May 01, 2025 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the first quarter of fiscal year 2025 ended April 4, 2025.
“Exponent’s first quarter results exceeded expectations, reinforcing both the resilience of our diversified business model and the value we deliver,” said Dr. Catherine Corrigan, President and Chief Executive Officer. “Our failure analysis expertise drove increased dispute-related activities in the chemicals, transportation and utilities industries. Proactive engagements were led by risk management and regulatory support activities. As expected, we were impacted by easing in the consumer electronics industry due to the timing of our clients’ product development life cycles. Our work continues to play a pivotal role in helping clients address their most complex and high-stakes challenges, supporting data driven decisions across critical and large-scale projects around the world.
“Exponent has demonstrated resilience through decades of successfully navigating challenging economic cycles. This quality, coupled with the accelerating pace of innovation and expectations around safety, health, and the environment, positions Exponent well to weather economic volatility,” Dr. Corrigan continued.
First Quarter Financial Results
Total revenues and revenues before reimbursements for the first quarter of 2025 were approximately flat at $145.5 million and $137.4 million, respectively, as compared to $144.9 million and $137.2 million in the first quarter of 2024.
Net income decreased to $26.7 million, or $0.52 per diluted share, in the first quarter of 2025, as compared to $30.1 million, or $0.59 per diluted share, in the same period of 2024. During the quarter, we realized a negative tax impact associated with share-based awards of $0.5 million or $0.01 per share, as compared to a positive benefit of $0.9 million, or $0.02 per share, in the first quarter of 2024. Inclusive of the negative tax impact, Exponent's consolidated tax rate was 29.4% in the first quarter, as compared to 25.4% for the same period in 2024.
EBITDA^1^ decreased to $37.5 million, or 27.3% of net revenues, in the first quarter of 2025, as compared to $40.1 million, or 29.2% of net revenues in the first quarter of 2024.
In a separate press release today, Exponent announced its quarterly cash dividend of $0.30 to be paid on June 20, 2025 and reiterated its intent to continue to pay quarterly dividends. During the first quarter of 2025, Exponent paid $16.4 million in dividends and closed the period with $245.1 million in cash and cash equivalents.
Business Overview
Exponent’s engineering and other scientific segment represented 84% of the Company’s revenues before reimbursements in the first quarter of 2025. Revenues before reimbursements in this segment were approximately flat in the first quarter, compared to the prior year period. Activity during the quarter was driven by demand for Exponent’s services across the transportation and utilities industries.
Exponent’s environmental and health segment represented 16% of the Company’s revenues before reimbursements in the first quarter. Revenues before reimbursements in this segment increased 2% in the first quarter, compared to the same period in the prior year. Growth in this segment was primarily driven by increased engagements in the chemicals industry.
Business Outlook
“As the broader market continues to navigate uncertainties, Exponent remains uniquely positioned to weather heightened turbulence enabled by our unparalleled and interconnected ecosystem of talent and our diversified portfolio of services,” commented Richard Schlenker, Executive Vice President and Chief Financial Officer. “Based on current market demand, we continue to expect growth in 2025 and are maintaining our full year guidance. However, we continue to face headwinds in the second quarter as we close our year over year headcount gap.”
For the second quarter of fiscal 2025 as compared to the same period one year prior, Exponent anticipates:
- Revenues before reimbursements to be down in the low-single digits; and,
- EBITDA^1^ to be 26.0% to 27.0% of revenues before reimbursements.
As a reminder, we are returning to a 52-week fiscal year in 2025, which will pose a headwind for full-year comparisons since fiscal 2024 benefitted from a 53^rd^ week. For the full fiscal year 2025 as compared to fiscal year 2024, Exponent anticipates:
- Revenues before reimbursements to grow in the low-single digits; and,
- EBITDA^1^to be 26.25% to 27.0% of revenues before reimbursements.
“Exponent thrives in the face of change, whether it’s driven by innovation or disruption. As our clients navigate increasing complexity, we remain focused on advancing our capabilities, investing in top talent, and delivering trusted insights that help our clients adapt, lead, and grow in dynamic environments,” Dr. Corrigan concluded.
Today's Conference Call Information
Exponent will discuss its financial results in more detail on a conference call today, Thursday, May 1, 2025, starting at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. The audio of the conference call is available by dialing (844) 481-2781 or (412) 317-0672. A live webcast of the call will be available on the Investor Relations section of the Company's website at www.exponent.com/investors. For those unable to listen to the live webcast, a replay of the call will also be available on the Exponent website, or by dialing (877) 344-7529 or (412) 317-0088 and entering passcode 8332346#.
Use of non-GAAP Financial Measures ^1^
EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation, and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to complement operating income, net income, and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present, and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.
Exponent has provided its outlook regarding EBITDA as a percentage of revenues before reimbursements. The Company has not reconciled this non-GAAP financial measure to the corresponding GAAP financial measure because guidance for the various reconciling items is not provided and the Company is unable to estimate with reasonable certainty the effect of these items without unreasonable effort. For example, the Company is unable to estimate with reasonable certainty the impact of equity awards on Exponent’s taxes without unreasonable effort. These items are uncertain, depend on various factors, and may have a material effect on Exponent’s results computed in accordance with GAAP. A reconciliation between the historical GAAP and non-GAAP financial measures presented in this release is provided in the financial tables at the end of this release.
About Exponent
Exponent brings together 90+ technical disciplines and 950+ consultants to help our clients navigate the increasing complexity of more than a dozen industries, connecting decades of pioneering work in failure analysis to develop solutions for a safer, healthier, more sustainable world.
Exponent's consultants deliver the highest value by leveraging multidisciplinary expertise and resources from across Exponent's offices in North America, Asia, and Europe. Exponent's consultants, laboratories, databases, and computing resources work seamlessly together around the globe, enabling us to produce the breakthrough insights needed to help multinational companies, startups, law firms, insurance companies, governments, and society respond to incidents and push their products and processes forward.
Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.
Forward Looking Statements
This news release contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) 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. When used in this document and in the documents incorporated herein by reference, 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 possibility that the demand for our services may decline as a result of changes in generally applicable and industry-specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading “Risk Factors” and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.
Source: Exponent, Inc.
| EXPONENT, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
| For the Quarters Ended April 4, 2025 and March 29, 2024 | ||||||||
| (unaudited) | ||||||||
| (in thousands, except per share data) | ||||||||
| Quarters Ended | ||||||||
| April 4, | March 29, | |||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Revenues before reimbursements | $ | 137,437 | $ | 137,207 | ||||
| Reimbursements | 8,070 | 7,726 | ||||||
| Revenues | 145,507 | 144,933 | ||||||
| Operating expenses | ||||||||
| Compensation and related expenses | 75,903 | 90,327 | ||||||
| Other operating expenses | 12,095 | 10,531 | ||||||
| Reimbursable expenses | 8,070 | 7,726 | ||||||
| General and administrative expenses | 5,007 | 5,636 | ||||||
| Total operating expenses | 101,075 | 114,220 | ||||||
| Operating income | 44,432 | 30,713 | ||||||
| Other income | ||||||||
| Interest income, net | 2,714 | 2,626 | ||||||
| Miscellaneous income, net | (9,386 | ) | 7,084 | |||||
| (6,672 | ) | 9,710 | ||||||
| Income before income taxes | 37,760 | 40,423 | ||||||
| Income taxes | 11,110 | 10,281 | ||||||
| Net income | $ | 26,650 | $ | 30,142 | ||||
| Net income per share: | ||||||||
| Basic | $ | 0.52 | $ | 0.59 | ||||
| Diluted | $ | 0.52 | $ | 0.59 | ||||
| Shares used in per share computations: | ||||||||
| Basic | 51,283 | 51,006 | ||||||
| Diluted | 51,650 | 51,419 | ||||||
| EXPONENT, INC. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| April 4, 2025 and January 3, 2025 | ||||||||
| (unaudited) | ||||||||
| (in thousands) | ||||||||
| April 4, | January 3, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 245,113 | $ | 258,901 | ||||
| Accounts receivable, net | 166,788 | 161,407 | ||||||
| Prepaid expenses and other assets | 20,895 | 26,573 | ||||||
| Total current assets | 432,796 | 446,881 | ||||||
| Property, equipment and leasehold improvements, net | 71,767 | 73,007 | ||||||
| Operating lease right-of-use asset | 73,438 | 75,248 | ||||||
| Goodwill | 8,607 | 8,607 | ||||||
| Other assets | 176,631 | 173,527 | ||||||
| Total assets | $ | 763,239 | $ | 777,270 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 36,783 | $ | 22,136 | ||||
| Accrued payroll and employee benefits | 74,074 | 119,285 | ||||||
| Deferred revenues | 13,782 | 16,369 | ||||||
| Operating lease liability | 5,633 | 5,393 | ||||||
| Total current liabilities | 130,272 | 163,183 | ||||||
| Other liabilities | 117,071 | 116,935 | ||||||
| Operating lease liability | 74,488 | 76,084 | ||||||
| Total liabilities | 321,831 | 356,202 | ||||||
| Stockholders' equity: | ||||||||
| Common stock | 66 | 66 | ||||||
| Additional paid-in capital | 361,776 | 345,689 | ||||||
| Accumulated other comprehensive loss | (2,845 | ) | (3,791 | ) | ||||
| Retained earnings | 635,020 | 624,151 | ||||||
| Treasury stock, at cost | (552,609 | ) | (545,047 | ) | ||||
| Total stockholders' equity | 441,408 | 421,068 | ||||||
| Total liabilities & stockholders' equity | $ | 763,239 | $ | 777,270 | ||||
| EXPONENT, INC. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| EBITDA and EBITDAS (1) | ||||||||
| For the Quarters Ended April 4, 2025 and March 29, 2024 | ||||||||
| (unaudited) | ||||||||
| (in thousands) | ||||||||
| Quarters Ended | ||||||||
| April 4, | March 29, | |||||||
| 2025 | 2024 | |||||||
| Net Income | $ | 26,650 | $ | 30,142 | ||||
| Add back (subtract): | ||||||||
| Income taxes | 11,110 | 10,281 | ||||||
| Interest income, net | (2,714 | ) | (2,626 | ) | ||||
| Depreciation and amortization | 2,492 | 2,324 | ||||||
| EBITDA (1) | 37,538 | 40,121 | ||||||
| Stock-based compensation | 8,179 | 7,340 | ||||||
| EBITDAS (1) | $ | 45,717 | $ | 47,461 | ||||
| (1) EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. |
EdgarFiling EXHIBIT 99.2
Exponent Declares Regular Quarterly Dividend for Q2 2025
MENLO PARK, Calif., May 01, 2025 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today announced that its Board of Directors has declared a quarterly cash dividend of $0.30 per share of common stock to be paid on June 20, 2025 to all common stockholders of record as of June 6, 2025.
Exponent has paid, and expects to continue to pay, quarterly dividends each year in March, June, September, and December. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of Exponent’s Board of Directors.
“Exponent’s quarterly cash dividend demonstrates our unwavering commitment to delivering value for our shareholders,” commented Dr. Catherine Corrigan, President and Chief Executive Officer. “Amid current macroeconomic dynamics, Exponent’s diversified services portfolio equips us to endure short-term volatility while remaining well positioned to capture long-term growth opportunities and deliver sustainable value.”
About Exponent
Exponent brings together 90+ technical disciplines and 950+ consultants to help our clients navigate the increasing complexity of more than a dozen industries, connecting decades of pioneering work in failure analysis to develop solutions for a safer, healthier, more sustainable world.
Exponent’s consultants deliver the highest value by leveraging multidisciplinary expertise and resources from across Exponent’s offices in North America, Asia, and Europe. Exponent’s consultants, laboratories, databases, and computing resources work seamlessly together around the globe, enabling us to produce the breakthrough insights needed to help multinational companies, startups, law firms, insurance companies, governments, and society respond to incidents and push their products and processes forward.
Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.
Forward Looking Statements
This news release contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) 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. When used in this document and in the documents incorporated herein by reference, 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 possibility that the demand for our services may decline as a result of changes in generally applicable and industry-specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading “Risk Factors” and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.