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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
October 3,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to___________
Commission File Number
0-18655
EXPONENT
, INC.
(Exact name of registrant as specified in its charter)
delaware
77-0218904
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
149
COMMONWEALTH DRIVE
,
MENLO PARK
,
California
94025
(Address of principal executive office)
(Zip Code)
(
650
)
326-9400
(Registrant’s telephone number, including area code)
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
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
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 filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
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
☐
No
☒
A
s of October 31, 2025, the latest practicable date, the registrant had
49,887,226
s
hares of common stock outstanding.
Accounts receivable, net of allowance for contract losses and doubtful accounts
of $
7,625
and $
6,141
at October 3, 2025 and January 3, 2025, respectively
181,996
161,407
Prepaid expenses and other current assets
27,410
26,573
Total current assets
416,786
446,881
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization of $
119,644
and $
112,202
at October 3, 2025 and January 3, 2025, respectively
72,244
73,007
Operating lease right-of-use assets
73,312
75,248
Goodwill
8,607
8,607
Deferred income taxes
63,088
57,127
Deferred compensation plan assets
121,437
110,259
Other assets
5,975
6,141
Total assets
$
761,449
$
777,270
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities
$
26,453
$
22,136
Accrued payroll and employee benefits
108,922
119,285
Deferred revenues
12,902
16,369
Operating lease liabilities
6,490
5,393
Total current liabilities
154,767
163,183
Other liabilities
4,589
4,289
Deferred compensation plan liabilities
123,124
112,646
Operating lease liabilities
76,108
76,084
Total liabilities
358,588
356,202
Stockholders’ equity:
Common stock, $
0.001
par value;
120,000
shares authorized;
65,707
shares issued
at October 3, 2025 and January 3, 2025
66
66
Additional paid-in capital
367,010
345,689
Accumulated other comprehensive loss
Foreign currency translation adjustments
(
2,402
)
(
3,791
)
Retained earnings
658,788
624,151
Treasury stock, at cost;
15,757
and
14,893
shares held at October 3, 2025
and January 3, 2025, respectively
(
620,601
)
(
545,047
)
Total stockholders’ equity
402,861
421,068
Total liabilities and stockholders’ equity
$
761,449
$
777,270
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 3, 2025 and September 27, 2024
(in thousands, except per share data)
(unaudited)
Three Months Ended
Nine Months Ended
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Revenues:
Revenues before reimbursements
$
137,073
$
125,085
$
407,378
$
394,726
Reimbursements
10,047
11,194
27,211
27,022
Revenues
147,120
136,279
434,589
421,748
Operating expenses:
Compensation and related expenses
87,726
81,954
261,103
251,747
Other operating expenses
12,655
11,975
36,822
33,691
Reimbursable expenses
10,047
11,194
27,211
27,022
General and administrative expenses
7,654
5,309
18,806
16,984
Total operating expenses
118,082
110,432
343,942
329,444
Operating income
29,038
25,847
90,647
92,304
Other income, net:
Interest income, net
2,312
2,559
7,370
7,416
Miscellaneous income, net
7,267
7,531
15,175
16,322
Total other income, net
9,579
10,090
22,545
23,738
Income before income taxes
38,617
35,937
113,192
116,042
Income taxes
10,573
9,893
31,945
30,629
Net income
$
28,044
$
26,044
$
81,247
$
85,413
Net income per share:
Basic
$
0.55
$
0.51
$
1.59
$
1.67
Diluted
$
0.55
$
0.50
$
1.58
$
1.66
Shares used in per share computations:
Basic
50,872
51,177
51,113
51,098
Diluted
51,179
51,622
51,454
51,527
Cash dividends declared per common share
$
0.30
$
0.28
$
0.90
$
0.84
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
-
4
-
EXPONENT, INC.
Condensed Consolidated Statem
ents of Comprehensive Income
For the Three and Nine Months Ended October 3, 2025 and September 27, 2024
(in thousands)
(unaudited)
Three Months Ended
Nine Months Ended
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Net income
$
28,044
$
26,044
$
81,247
$
85,413
Other comprehensive income:
Foreign currency translation
adjustments, net of tax
91
1,567
1,389
1,371
Comprehensive income
$
28,135
$
27,611
$
82,636
$
86,784
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
-
5
-
EXPONENT, INC
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended October 3, 2025 and September 27, 2024
(in thousands)
(unaudited)
Three and Nine Months Ended October 3, 2025
Common Stock
Additional
paid-in
Accumulated
other
comprehensive
Retained
Treasury Stock
Shares
Amount
capital
income (loss)
earnings
Shares
Amount
Total
Balance at January 3, 2025
65,707
$
66
$
345,689
$
(
3,791
)
$
624,151
14,893
$
(
545,047
)
421,068
Employee stock purchase plan
-
-
687
-
-
(
11
)
124
811
Amortization of unrecognized stock-based compensation
-
-
7,279
-
-
-
-
7,279
Purchase of treasury shares
-
-
-
-
-
431
(
32,680
)
(
32,680
)
Foreign currency translation adjustments
-
-
-
1,298
-
-
-
1,298
Grant of restricted stock units to settle accrued bonus
-
-
12,179
-
-
-
-
12,179
Settlement of restricted stock units
-
-
(
1,583
)
-
-
(
103
)
(
2,583
)
(
4,166
)
Exercise of stock options
-
-
53
-
-
(
5
)
47
100
Dividends and dividend equivalent rights
-
-
-
-
(
31,316
)
-
-
(
31,316
)
Net income
-
-
-
-
53,203
-
-
53,203
Balance at July 4, 2025
65,707
$
66
$
364,304
$
(
2,493
)
$
646,038
15,205
$
(
580,139
)
$
427,776
Employee stock purchase plan
-
-
239
-
-
(
5
)
54
293
Amortization of unrecognized stock-based compensation
-
-
2,298
-
-
-
-
2,298
Purchase of treasury shares
-
-
-
-
-
568
(
40,649
)
(
40,649
)
Foreign currency translation adjustments
-
-
-
91
-
-
-
91
Exercise of stock options
-
-
169
-
-
(
11
)
133
302
Dividends and dividend equivalent rights
-
-
-
-
(
15,294
)
-
-
(
15,294
)
Net income
-
-
-
-
28,044
-
-
28,044
Balance at October 3, 2025
65,707
$
66
$
367,010
$
(
2,402
)
$
658,788
15,757
$
(
620,601
)
$
402,861
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
-
6
-
EXPONENT, INC
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended October 3, 2025 and September 27, 2024
(in thousands)
(unaudited)
Three and Nine Months Ended September 27, 2024
Common Stock
Additional
paid-in
Accumulated
other
comprehensive
Retained
Treasury Stock
Shares
Amount
capital
income (loss)
earnings
Shares
Amount
Total
Balance at December 29, 2023
65,707
$
66
$
321,448
$
(
2,977
)
$
574,082
15,134
$
(
536,534
)
$
356,085
Employee stock purchase plan
-
-
842
-
-
(
12
)
116
958
Amortization of unrecognized stock-based compensation
-
-
6,521
-
-
-
-
6,521
Purchase of treasury shares
-
-
-
-
-
74
(
5,710
)
(
5,710
)
Foreign currency translation adjustments
-
-
-
(
196
)
-
-
-
(
196
)
Grant of restricted stock units to settle accrued bonus
-
-
10,846
-
-
-
-
10,846
Settlement of restricted stock units
-
-
(
1,875
)
-
(
720
)
(
166
)
(
4,201
)
(
6,796
)
Exercise of stock options
-
-
952
-
-
(
54
)
542
1,494
Dividends and dividend equivalent rights
-
-
-
-
(
29,358
)
-
-
(
29,358
)
Net income
-
-
-
-
59,369
-
-
59,369
Balance at June 28, 2024
65,707
$
66
$
338,734
$
(
3,173
)
$
603,373
14,976
$
(
545,787
)
$
393,213
Employee stock purchase plan
-
-
413
-
-
(
4
)
44
457
Amortization of unrecognized stock-based compensation
-
-
2,623
-
-
-
-
2,623
Foreign currency translation adjustments
-
-
-
1,567
-
-
-
1,567
Settlement of restricted stock units
-
-
(
13
)
-
-
(
1
)
(
21
)
(
34
)
Exercise of stock options
-
-
544
-
-
(
29
)
286
830
Dividends and dividend equivalent rights
-
-
-
-
(
14,426
)
-
-
(
14,426
)
Net income
-
-
-
-
26,044
-
-
26,044
Balance at September 27, 2024
65,707
$
66
$
342,301
$
(
1,606
)
$
614,991
14,942
$
(
545,478
)
$
410,274
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
-
7
-
EXPONENT, INC.
Condensed Consolidated S
tatements of Cash Flows
For the Nine Months Ended October 3, 2025 and September 27, 2024
(in thousands)
(unaudited)
Nine Months Ended
October 3,
2025
September 27,
2024
Cash flows from operating activities:
Net income
$
81,247
$
85,413
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property, equipment and
leasehold improvements
7,544
7,199
Provision for contract losses and doubtful accounts
2,097
3,140
Stock-based compensation
18,767
18,382
Deferred income tax provision
(
5,961
)
(
521
)
Changes in operating assets and liabilities:
Accounts receivable
(
22,686
)
(
4,398
)
Prepaid expenses and other current assets
3,114
257
Change in operating leases
3,057
1,404
Accounts payable and accrued liabilities
3,964
1,502
Accrued payroll and employee benefits
(
11,528
)
(
15,598
)
Deferred revenues
(
3,467
)
(
8,295
)
Net cash provided by operating activities
76,148
88,485
Cash flows from investing activities:
Capital expenditures
(
6,703
)
(
4,342
)
Net cash used in investing activities
(
6,703
)
(
4,342
)
Cash flows from financing activities:
Payroll taxes for restricted stock units
(
4,166
)
(
6,830
)
Repurchase of common stock
(
72,712
)
(
5,709
)
Exercise of stock-based payment awards
1,506
3,739
Dividends and dividend equivalents rights
(
46,652
)
(
43,988
)
Net cash used in financing activities
(
122,024
)
(
52,788
)
Effect of foreign currency exchange rates on cash and cash equivalents
1,058
1,203
Net change in cash and cash equivalents
(
51,521
)
32,558
Cash and cash equivalents at beginning of period
258,901
187,150
Cash and cash equivalents at end of period
$
207,380
$
219,708
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
-
8
-
EXPONENT, INC.
NOTES TO UNAUDITED CONDENSED CON
SOLIDATED 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 October 3, 2025 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 January 3, 2025, which was filed with the U.S. Securities and Exchange Commission on February 28, 2025 and amended on April 18, 2025.
The unaudited condensed consolidated financial statements include the accounts of Exponent and its subsidiaries, which are all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.
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. Items 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
.
Recent Accounting Pronouncement Not Yet Adopted
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for annual reporting periods beginning after December 15, 2024. The Company is evaluating the effect that this standard may have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure of disaggregation of certain relevant expenses included in the statements of operations on an annual and interim basis. ASU 2024-03 will be effective for our annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. The amendments must be applied retrospectively, and early adoption is permitted. The Company is evaluating the effect that this standard may have on its consolidated financial statements and related disclosures
.
Note 2: Revenue Recognition
Substantially all of the Company’s engagements are performed under time and materials or fixed-price arrangements. For time and materials contracts, the Company utilizes the practical expedient under Accounting Standards Codification 606 –
Revenue from Contracts with Customers
, which states if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided) then the entity may recognize revenue in the amount to which the entity has a right to invoice.
-
9
-
The following table discloses the percent of the Company’s revenue generated from time and materials contracts
:
Three Months Ended
Nine Months Ended
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering & Other Scientific
63
%
63
%
64
%
63
%
Environmental and Health
14
%
15
%
15
%
16
%
Total time and materials revenues
77
%
78
%
79
%
79
%
For fixed-price contracts, the Company recognizes revenue over time because of the continuous transfer of control to the customer. The customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s rights to payment for work performed to date to deliver services that do not have an alternative use to the Company. Revenue for fixed-price contracts is recognized based on the relationship of incurred labor hours at standard rates to the Company’s estimate of the total labor hours at standard rates it expects to 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
:
Three Months Ended
Nine Months Ended
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering & Other Scientific
22
%
21
%
20
%
20
%
Environmental and Health
1
%
1
%
1
%
1
%
Total fixed price revenues
23
%
22
%
21
%
21
%
Deferred revenues represent amounts billed to clients in advance of services provided. During the third quarter o
f 2025, $
5,000,000
of revenues were recognized that were included in the deferred revenue balance at July 4, 2025. During the first nine months of 2025, $
9,397,000
of revenues were reco
gnized that were included in the deferred revenue balance at January 3, 2025.
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 $
2,578,000
and $
2,689,000
during the third quarter of 2025 and 2024, respectively, and $
9,259,000
and $
9,222,000
during the first nine months of 2025 and 2024, respectively.
-
10
-
Note 3: Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including money market securities, trading fixed income and equity securities held in its deferred compensation plan and the liability associated with its deferred compensation plan. There were no transfers between fair value measurement levels during the three and nine months ended October 3, 2025 and September 27, 2024. 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 October 3, 2025:
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)
Assets
Money market securities
(1)
$
59,595
$
59,595
$
-
$
-
Fixed income trading securities held in deferred
compensation plan
(2)
44,533
44,533
-
-
Equity trading securities held in deferred compensation
plan
(2)
96,156
96,156
-
-
Total
$
200,284
$
200,284
$
-
$
-
Liabilities
Deferred compensation plan
(3)
142,282
142,282
-
-
Total
$
142,282
$
142,282
$
-
$
-
(1)
Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.
(2)
Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.
(3)
Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.
-
11
-
The fair value of these certain financial assets and liabilities was determined using the following inputs at January 3, 2025:
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)
Assets
Money market securities
(1)
$
57,549
$
57,549
$
-
$
-
Fixed income trading securities held in deferred
compensation plan
(2)
42,291
42,291
-
-
Equity trading securities held in deferred compensation
plan
(2)
85,546
85,546
-
-
Total
$
185,386
$
185,386
$
-
$
-
Liabilities
Deferred compensation plan
(3)
127,622
127,622
-
-
Total
$
127,622
$
127,622
$
-
$
-
(1)
Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.
(2)
Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.
(3)
Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.
Money market securities as of October 3, 2025 and January 3, 2025 represent obligations of the United States Treasury. Fixed income and equity trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 6 for additional information about the Company’s deferred compensation plan.
Cash and cash equivalents consisted of the following as of October 3, 2025:
Gross
Gross
Amortized
Unrealized
Unrealized
Estimated
(In thousands)
Cost
Gains
Losses
Fair Value
Classified as current assets:
Cash
$
147,785
$
-
$
-
$
147,785
Cash equivalents:
Money market securities
59,595
-
-
59,595
Total cash equivalents
59,595
-
-
59,595
Total cash and cash equivalents
$
207,380
$
-
$
-
$
207,380
-
12
-
Cash and cash equivalents consisted of the following as of January 3, 2025:
Amortized
Unrealized
Unrealized
Estimated
(In thousands)
Cost
Gains
Losses
Fair Value
Classified as current assets:
Cash
$
201,352
$
-
$
-
$
201,352
Cash equivalents:
Money market securities
57,549
-
-
57,549
Total cash equivalents
57,549
-
-
57,549
Total cash and cash equivalents
$
258,901
$
-
$
-
$
258,901
At October 3, 2025 and January 3, 2025, 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 October 3, 2025 and January 3, 2025, but require disclosure of their fair values: accounts receivable, other assets and accounts payable. The estimated fair value of such instruments at October 3, 2025 and January 3, 2025 approximates their carrying value as reported on the Company’s unaudited condensed consolidated balance sheet.
Note 4: Net Income Per Share
Basic per share amounts are computed using the weighted-average number of shares of common stock outstanding during the period. Diluted per share amounts are calculated using the weighted-average number of shares of common stock outstanding during the period and, when dilutive, the weighted-average number of potential shares of common stock from the issuance of common stock to satisfy outstanding restricted stock units and the exercise of outstanding options to purchase common stock using the treasury stock method.
The following schedule reconciles the shares used to calculate basic and diluted net income per share:
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Shares used in basic per share computation
50,872
51,177
51,113
51,098
Effect of dilutive common stock options
outstanding
71
175
84
172
Effect of dilutive restricted stock units
outstanding
236
270
257
257
Shares used in diluted per share
computation
51,179
51,622
51,454
51,527
Common stock options to purch
ase
215,833
and
30,000
shares were excluded from the diluted per share calculation for the three months ended October 3, 2025 and September 27, 2024, respectively, due to their anti-dilutive effect. Common stock options to purchase
175,833
and
63,333
s
hares were excluded from the diluted per share calculation for the nine months ended October 3, 2025 and September 27, 2024, respectively, due to their anti-dilutive effect.
Note 5: Stock-Based Compensation
Restricted Stock Units
Restricted stock unit grants are designed to attract and retain employees, and to better align employee interests with those of the Company’s stockholders. For a select group of employees, up to
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
-
13
-
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
.
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 $
3,042,000
and $
2,842,000
during the three months ended October 3, 2025 and September 27, 2024, respectively. For the nine months ended October 3, 2025 and September 27, 2024, the Company recorded stock-based compensation expense associated with accrued bonus awards of $
9,189,000
and $
9,238,000
, 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 $
2,123,000
and $
2,255,000
during the three months ended October 3, 2025 and September 27, 2024, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $
8,438,000
and $
8,089,000
during the nine months ended October 3, 2025 and September 27, 2024, 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 stock option grants of $
176,000
and $
368,000
during the three months ended October 3, 2025 and September 27, 2024, respectively. The Company recorded stock-based compensation expense associated with stock option grants of $
1,139,000
and $
1,055,000
during the nine months ended October 3, 2025 and September 27, 2024, respectively.
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.
-
14
-
The Company used historical exercise, forfeiture, and post-vesting expiration data to estimate the expected term of options granted. The historical volatility of the Company’s common stock over a period of time equal to the expected term of the options granted was used to estimate expected volatility. The risk-free interest rate used in the option-pricing model was based on United States Treasury zero-coupon issues with remaining terms similar to the expected term of the options. The dividend yield assumption considers the expectation of continued declaration of dividends, offset by option holders’ dividend equivalent rights.
The Company accounts for forfeitures of stock-based awards when they occur. All stock-based payment awards are recognized on a straight-line basis over the requisite service periods of the awards
.
Note 6: Deferred Compensation Plans
The Company maintains nonqualified deferred compensation plans for the benefit of a select group of highly compensated employees. Under these plans, participants may elect to defer up to
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 October 3, 2025 and January 3, 2025, the invested amounts under the plans totaled
$
140,689,000
and
$
127,837,000
,
respectively, and are recorded in prepaid 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 October 3, 2025 and January 3, 2025, vested amounts due under the plans totaled
$
142,282,000
and $
127,622,000
, respectively, and are recorded within accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheets. Changes in the liability are recorded as adjustments to compensation expense. During the three months ended October 3, 2025, the Company recognized additional compensation expense of
$
7,005,000
as a result of changes in the market value of the trust assets with the same amount being recorded as gain in miscellaneous income (loss), net. During the three months ended September 27, 2024, the Company recognized a reduction in compensation expense of
$
7,157,000
as a result of changes in the market value of the trust assets with the same amount being recorded as a loss in miscellaneous income (loss), net. During the nine months ended October 3, 2025, the Company recognized additional compensation expense of
$
14,632,000
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 27, 2024, the Company recognized additional compensation expense of
$
14,299,000
as
a result of changes in the market value of the trust assets with the same amount being recorded as income in miscellaneous income (loss), net.
Note 7: Supplemental Cash Flow Information
The following is supplemental disclosure of cash flow information:
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
Cash paid during period:
Income taxes
$
32,367
$
29,060
Non-cash investing and financing activities:
Vested stock unit awards issued to settle accrued bonuses
$
12,179
$
10,846
Right-of-use asset obtained in exchange for operating lease obligations
$
3,540
$
56,714
Accrual for capital expenditures as of period end
$
653
$
537
Repurchases of common stock
$
617
$
-
-
15
-
Note 8: Accounts Receivable, Net
At October 3, 2025 and January 3, 2025, accounts receivable, net, were comprised of the following:
October 3,
January 3,
(In thousands)
2025
2025
Billed accounts receivable
$
125,445
$
117,503
Unbilled accounts receivable
64,176
50,045
Allowance for contract losses and doubtful accounts
(
7,625
)
(
6,141
)
Total accounts receivable, net
$
181,996
$
161,407
The Company maintains allowances for estimated losses over the remaining contractual life of its receivables resulting from the inability of customers to meet their financial obligations or for disputes that affect the Company’s ability to fully collect amounts due. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations or aware of a dispute with a specific customer, a specific allowance is recorded to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers the Company recognizes allowances for doubtful accounts based upon historical write-offs, customer concentration, customer creditworthiness, current economic conditions, aging of amounts due and future expectations.
A reconciliation of the beginning and ending amount of the allowance for contract losses and doubtful accounts is as follows:
(In thousands)
Balance at January 3, 2025
$
6,141
Provision for contract losses and doubtful accounts
2,097
Write-offs
(
613
)
Balance at October 3, 2025
$
7,625
Note 9: 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 areas 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 October 3, 2025 and September 27, 2024 follows:
Revenues
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering and Other Scientific
$
124,016
$
115,244
$
367,130
$
355,193
Environmental and Health
23,104
21,035
67,459
66,555
Total revenues
$
147,120
$
136,279
$
434,589
$
421,748
Compensation and related expenses
-
16
-
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering and Other Scientific
$
58,040
$
53,197
$
172,202
$
167,734
Environmental and Health
12,017
11,271
36,205
35,628
Total segment compensation and related expenses
70,057
64,468
208,407
203,362
Corporate compensation and related expenses
17,669
17,486
52,696
48,385
Total compensation and related expenses
$
87,726
$
81,954
$
261,103
$
251,747
Operating Income
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering and Other Scientific
$
45,829
$
40,292
$
133,883
$
132,687
Environmental and Health
8,429
7,547
24,147
23,042
Total segment operating income
54,258
47,839
158,030
155,729
Corporate operating expense
(
25,220
)
(
21,992
)
(
67,383
)
(
63,425
)
Total operating income
$
29,038
$
25,847
$
90,647
$
92,304
Certain operating expenses are excluded from the Company’s measure of segment operating income. These expenses include costs associated with its human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with its deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in its allowance for contract losses and doubtful accounts.
Capital Expenditures
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering and Other Scientific
$
691
$
887
$
1,472
$
1,769
Environmental and Health
17
-
118
74
Total segment capital expenditures
708
887
1,590
1,843
Corporate capital expenditures
2,431
1,339
5,191
2,899
Total capital expenditures
$
3,139
$
2,226
$
6,781
$
4,742
Certain capital expenditures associated with the Company’s corporate cost centers and the related depreciation are excluded from the Company’s segment information.
-
17
-
Depreciation and Amortization
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Engineering and Other Scientific
$
1,844
$
1,735
$
5,506
$
5,128
Environmental and Health
52
50
148
154
Total segment depreciation and
amortization
1,896
1,785
5,654
5,282
Corporate depreciation and amortization
636
604
1,890
1,917
Total depreciation and amortization
$
2,532
$
2,389
$
7,544
$
7,199
No
single client comprised more tha
n
10
%
of the Company’s revenues during the three and nine months ended October 3, 2025 and September 27, 2024.
Note 10: Leases
The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheet. The Company does not have any finance leases as of October 3, 2025.
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 an agreement that expires in January of 2043 that includes an
option to renew
for
one
fifteen-year
period
.
The Company’s equipment leases are included in the ROU asset and liability balances, but are not material.
The Company leases excess space in its Silicon Valley and Natick facilities. Rental income of $
226,000
and $
742,000
was included in other income, net, for the three months ended October 3, 2025 and September 27, 2024, respectively. Rental income of $
702,000
and $
2,511,000
was includ
ed in other income, net, for the nine months ended October 3, 2025 and September 27, 2024, respectively.
-
18
-
The components of lease expense included in other operating expenses on the condensed consolidated statements of income were as follows:
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Operating lease cost
$
3,091
$
3,251
$
9,199
$
7,758
Variable lease cost
377
352
1,093
1,100
Short-term lease cost
434
378
1,171
1,028
Supplemental cash flow information related to operating leases was as follows:
Three Months Ended
Nine Months Ended
(In thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Cash paid for amounts included in the
measurement of operating lease
liabilities
$
1,868
$
1,654
$
6,149
$
6,002
Supplemental balance sheet information related to operating leases was as follows:
October 3,
2025
September 27,
2024
Weighted Average Remaining Lease Term
13.1
years
14.0
years
Weighted Average Discount Rate
6.3
%
6.2
%
Maturities of operating lease liabilities as of October 3, 2025:
Operating
(In thousands)
Leases
2025 (excluding the nine months ended October 3, 2025)
$
1,873
2026
9,109
2027
7,872
2028
10,594
2029
9,604
Thereafter
89,229
Total lease payments
128,281
Less imputed interest
(
45,683
)
Total lease liability
$
82,598
Note 11: Contingencies
The Company is a party to various legal actions from time to time and may be contingently liable in connection with claims and contracts arising in the normal course of business, the outcome of which the Company believes, after consultation with legal counsel, will not have a material adverse effect on its financial condition, results of operations or liquidity. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. All legal costs associated with litigation are expensed as incurred
.
-
19
-
Note 12: Subsequent Events
On
October 30, 2025
, the Company announced that its Board Directors approved a cash dividend of $
0.30
per share of the Company’s common stock, payable
December 19, 2025
, to stockholders of record as of
December 5, 2025
.
On October 30, 2025, the Company announced that its Board of Directors authorized $
100
million for the repurchase of the Company's common stock which amount is in addition to the amounts remaining under prior repurchase authorizations. These repurchase authorizations have no expiration date.
-
20
-
Item 2. Management’s Discussion and Analysis o
f 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 January 3, 2025, which are contained in our fiscal 2024 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 28, 2025 and amended on April 18, 2025 (our “2024 Annual Report”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “intend,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to us or our management, identify such forward-looking statements. Such statements reflect the current views of us or our management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our 2024 Annual Report under the heading “Risk Factors” and elsewhere in this report. The inclusion of such forward-looking information should not be regarded as a representation by the us or any other person that the future events, plans, or expectations we contemplated will be achieved. Due to such uncertainties and risks, you are warned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We do not intend to release publicly any updates or revisions to any such forward-looking statements.
Business Overview
Exponent, Inc. is an engineering and scientific consulting firm providing solutions to complex problems. Our interdisciplinary organization of scientists, physicians, engineers, and business consultants draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today. The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.
CRITICAL ACCOUNTING ESTIMATES
There have been no significant changes in our critical accounting estimates during the nine months ended October 3, 2025, as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report.
RESULTS OF CONSOLIDATED OPERATIONS
Executive Summary
Revenues for the third quarter of 2025 increased 8% to $147,120,000 as compared to $136,279,000 during the same period last year. Revenues before reimbursements for the third quarter of 2025 increased 10% to $137,073,000 as compared to $125,085,000 during the same period last year. Increasing demand for dispute-related work drove growth in reactive engagements across the energy, transportation, life sciences and construction sectors. Proactive engagements were led by risk management and asset integrity projects in the utilities sector and regulatory consulting in the chemical sector, offset by lower activity in consumer electronics.
-
21
-
Net income increased 8% to $28,044,000 during the third quarter of 2025 as compared to $26,044,000 during the same period last year. Diluted earnings per share increased during the third quarter of 2025 to $0.55 per share as compared to $0.50 in the same period last year. The increase in net income and diluted earnings per share were primarily due to the 10% increase in revenues before reimbursements.
We remain focused on building our world-class engineering and scientific team to position us at the forefront of innovation and meet the ever-changing needs of our clients and the market. 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 stockholder value.
Overview of the Three Months Ended October 3, 2025
During the third quarter of 2025, billable hours increased 4% to 376,000 as compared to 362,000 during the same period last year. Our utilization increased to 74% during the third quarter of 2025 as compared to 73% during the same period last year. Technical full-time equivalent employees increased by 3% to 976 during the third quarter of 2025 as compared to 949 during the same period last year due to our recruiting and retention efforts.
Three Months Ended October 3, 2025 compared to Three Months Ended September 27, 2024
Revenues
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Engineering and Other Scientific
$
124,016
$
115,244
7.6
%
Percentage of total revenues
84.3
%
84.6
%
Environmental and Health
23,104
21,035
9.8
%
Percentage of total revenues
15.7
%
15.4
%
Total revenues
$
147,120
$
136,279
8.0
%
The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billable hours and an increase in billing rates. During the third quarter of 2025, billable hours for this segment increased by 5% to 305,000 as compared to 291,000 during the same period last year. Utilization for this segment increased to 76% during the third quarter of 2025 as compared to 75% during the same period last year. The increase in revenues was driven by demand for our risk management and asset integrity management services in the utilities industry and dispute-related services in the energy, automotive and medical device sectors. Technical full-time equivalent employees in this segment increased 4% to 775 during the third quarter of 2025 as compared to 745 for the same period last year.
The increase in revenues for our Environmental and Health segment was due to an increase in billing rates. Utilization for this segment increased to 68% during the third quarter of 2025 as compared to 67% during the same period last year. Billable hours for this segment were 71,000 during the third quarter of both 2025 and 2024. The increase in revenue was driven by increased regulatory consulting engagements in the chemicals industry. Technical full-time equivalent employees in this segment decreased 1% to 201 as compared to 204 during the same period last year.
Compensation and Related Expenses
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Compensation and related expenses
$
87,726
$
81,954
7.0
%
Percentage of total revenues
59.6
%
60.1
%
-
22
-
The increase in compensation and related expenses during the third quarter of 2025 was due to an increase in payroll expenses, an increase in bonus expense and an increase in fringe benefits. Payroll expense increased by $3,513,000 and fringe benefits increased by $1,117,000 during the third quarter of 2025 due to impact of our annual salary adjustments and an increase in technical full-time equivalent employees. Bonus expense increased $1,604,000 during the third quarter of 2025 due to a corresponding increase to our bonus pool. Included in compensation and related expenses is a gain in the value of assets associated with our deferred compensation plan of $7,005,000 and $7,157,000 for the three months ended October 3, 2025 and September 27, 2024, respectively. The same amount is recorded as a gain in miscellaneous income, net. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent and adjust compensation to market conditions.
Other Operating Expenses
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Other operating expenses
$
12,655
$
11,975
5.7
%
Percentage of total revenues
8.6
%
8.8
%
Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the third quarter of 2025 was primarily due to an increase in technical materials of $179,000, an increase in information technology related expenses of $170,000 and an increase in depreciation expenses of $143,000. These increases were due to continued investment in our corporate infrastructure. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
Reimbursable Expenses
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Reimbursable expenses
$
10,047
$
11,194
-10.2
%
Percentage of total revenues
6.8
%
8.2
%
The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.
General and Administrative Expenses
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
General and administrative expenses
$
7,654
$
5,309
44.2
%
Percentage of total revenues
5.2
%
3.9
%
The increase in general and administrative expenses was primarily due to an increase in travel and meals of $2,053,000 and an increase in personnel expenses of $169,000. The increase in travel and meals was due to a company-wide managers' meeting held during the third quarter of 2025 and the increase in technical full-time equivalent employees. We did not have any company-wide meetings during the third quarter of 2024. The increase in personnel expenses was primarily due a higher relocation costs. We expect general and administrative expenses to increase as we add new talent and expand our business development and staff development initiatives.
-
23
-
Operating Income
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Engineering and Other Scientific
$
45,829
$
40,292
13.7
%
Environmental and Health
8,429
7,547
11.7
%
Total segment operating income
54,258
47,839
13.4
%
Corporate operating expense
(25,220
)
(21,992
)
14.7
%
Total operating income
$
29,038
$
25,847
12.3
%
The increase in operating income for our Engineering and Other Scientific segment during the third quarter of 2025 as compared to the same period last year was due to an increase in revenues and an increase in utilization. The increase in revenues was due to an increase in billable hours and an increase in billing rates. Growth during the third quarter of 2025 was driven by risk management and asset integrity management services in the utilities industry and dispute-related services in the energy, automotive, and medical device sectors. The increase in operating income for our Environmental and Health segment was due to an increase in billing rates and an increase in utilization. The increase in revenue was driven by increased regulatory consulting engagements in the chemicals industry.
Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts. The increase in corporate operating expenses was due to the costs associated with our company-wide managers meeting during the third quarter of 2025. We did not have any company-wide meetings during the third quarter of 2024.
Other Income, Net
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Other income, net
$
9,579
$
10,090
-5.1
%
Percentage of total revenues
6.5
%
7.4
%
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 and Natick facilities. The decrease in other income, net, was primarily due to a decrease in rental income and a decrease in interest income partially offset by an increase in a gain on foreign exchange. During the third quarter of 2025, rental income decreased by $516,000 due to the loss of a tenant in our Silicon Valley facility. The decrease in interest income of $247,000 was due to a decrease in interest rates. The increase in the gain on foreign exchange of $451,000 was due to an increase in the value of assets denominated in currencies that are not our functional currency.
Income Taxes
Three Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Income taxes
$
10,573
$
9,893
6.9
%
Percentage of total revenues
7.2
%
7.3
%
Effective tax rate
27.4
%
27.5
%
The increase in income tax expense was due to an increase in pre-tax income and the decrease in the excess tax benefit associated with stock-based awards. The excess tax benefit associated with stock-based awards was $141,000 during the third quarter of 2025 as compared to $532,000 during the same period last year. Excluding the impact of the excess tax benefit, the effective tax rate would have been 27.7% during the third quarter of 2025 as compared to 29.0% during the same period last year.
-
24
-
Nine Months Ended October 3, 2025 compared to Nine Months Ended September 27, 2024
Revenues
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Engineering and Other Scientific
$
367,130
$
355,193
3.4
%
Percentage of total revenues
84.5
%
84.2
%
Environmental and Health
67,459
66,555
1.4
%
Percentage of total revenues
15.5
%
15.8
%
Total revenues
$
434,589
$
421,748
3.0
%
The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billing rates partially offset by a decrease in billable hours. During the first nine months of 2025, billable hours for this segment decreased by 2% to 896,000 as compared to 911,000 during the same period last year. Utilization for this segment decreased to 75% during the first nine months of 2025 as compared to 76% during the same period last year. The increase in revenues was driven by demand for Exponent's risk management and asset integrity management services in the utilities industry and dispute-related services in the energy, automotive and medical device sectors. Technical full-time equivalent employees in this segment decreased slightly to 764 during the first nine months of 2025 as compared to 765 for the same period last year.
The increase in revenues for our Environmental and Health segment was due to an increase in billing rates partially offset by a decrease in billable hours. During the first nine months of 2025, billable hours for this segment decreased by 4% to 215,000 as compared to 223,000 during the same period last year. Utilization in this segment was 68% during the first nine months of 2025 and 2024. The increase in revenue was driven by increased regulatory consulting engagements in the chemicals industry. Technical full-time equivalent employees in this segment decreased by 4% to 202 during the first nine months of 2025 as compared to 211 during the same period last year.
Compensation and Related Expenses
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Compensation and related expenses
$
261,103
$
251,747
3.7
%
Percentage of total revenues
60.1
%
59.7
%
The increase in compensation and related expenses during the first nine months of 2025 was due to an increase in payroll expenses, an increase in bonus expense, an increase in fringe benefits and an increase in stock-based compensation. Payroll expense increased by $4,757,000 and fringe benefits increased by $1,652,000 during the first nine months of 2025 due to the impact of our annual salary adjustments. Bonus expense increased by $2,294,000 during the first nine months of 2025 due to a corresponding increase to our bonus pool. Stock-based compensation expense increased by $420,000 during the first nine months of 2025 due to an increase in unvested restricted stock unit grants. Included in compensation and related expenses is a gain in the value of assets associated with our deferred compensation plan of $14,632,000 and $14,299,000 for the first nine months ended October 3, 2025 and September 27, 2024, respectively. The same amount is recorded as a gain in miscellaneous income, net. 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
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Other operating expenses
$
36,822
$
33,691
9.3
%
Percentage of total revenues
8.5
%
8.0
%
-
25
-
Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the first nine months of 2025 was primarily due to an increase in occupancy expense of $1,770,000, an increase in computer-related expenses of $634,000 and an increase in depreciation expense of $345,000. Our land lease with the State of Arizona was extended on June 19, 2024. This extension resulted in additional non-cash rent expense of approximately $2,024,000 during the first nine months of 2025. This increased level of rent expense will continue through the extended lease term ending in January of 2043 with adjustments in 2033 and 2038 based on the consumer price index. The increase in information technology related expenses and depreciation expense was due to continued investments in our corporate infrastructure. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
Reimbursable Expenses
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Reimbursable expenses
$
27,211
$
27,022
0.7
%
Percentage of total revenues
6.3
%
6.4
%
The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.
General and Administrative Expenses
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
General and administrative expenses
$
18,806
$
16,984
10.7
%
Percentage of total revenues
4.3
%
4.0
%
The increase in general and administrative expenses was primarily due to an increase in travel and meals of $2,378,000 partially offset by a decrease in legal fees of $519,000. The increase in travel and meals was due to a company-wide managers' meeting held during the third quarter of 2025. We did not have any company-wide meetings during the first nine months of 2024. We expect general and administrative expenses to increase as we add new talent and expand our business development and staff development initiatives.
Operating Income
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Engineering and Other Scientific
$
133,883
$
132,687
0.9
%
Environmental and Health
24,147
23,042
4.8
%
Total segment operating income
158,030
155,729
1.5
%
Corporate operating expense
(67,383
)
(63,425
)
6.2
%
Total operating income
$
90,647
$
92,304
-1.8
%
The increase in operating income for our Engineering and Other Scientific segment during the first nine months of 2025 as compared to the same period last year was due to an increase in revenues partially offset by an increase in other operating expenses associated with the extension of our land lease with the State of Arizona. The increase in revenues was primarily due to an increase in billing rates. The increase in operating income for our Environmental and Health segment was also due to an increase in billing rates.
Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, finance, information technology, corporate and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts. The increase in corporate operating
-
26
-
expenses during the first nine months of 2025 as compared to the same period last year was primarily due to an increase in travel and meals due to a company-wide managers' meeting held during the third quarter of 2025. We did not have any company-wide meetings during the first nine months of 2024.
Other Income, Net
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Other income, net
$
22,545
$
23,738
-5.0
%
Percentage of total revenues
5.2
%
5.6
%
Other income, net, consists primarily of changes in the value of assets associated with our deferred compensation plan, interest income earned on available cash, cash equivalents and short-term investments, and rental income from leasing space in our Silicon Valley and Natick facilities. The decrease in other income, net, was primarily due to a decrease in rental income partially offset by a decrease in a loss on foreign exchange. During the first nine months of 2025, rental income decreased by $1,809,000 due to the loss of a tenant in our Silicon Valley facility. The decrease in the loss on foreign exchange of $380,000 was due to a change in the value of assets denominated in currencies that are not our functional currency.
Income Taxes
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
Percent
Change
Income taxes
$
31,945
$
30,629
4.3
%
Percentage of total revenues
7.4
%
7.3
%
Effective tax rate
28.2
%
26.4
%
During the first nine months of 2025, we realized a negative tax impact associated with stock-based awards of $354,000 as compared to a positive tax benefit of $2,204,000 during the same period last year. The change in the tax impact associated with stock-based awards was due to the change in the difference of the value of our common stock between the grant date and the release date for the restricted stock units released during the first nine months of 2025 as compared to the same period last year. Excluding the impact of the excess tax benefit, the effective tax rate would have been 27.9% during the first nine months of 2025 as compared to 28.3% during the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
We believe our existing balances of cash, cash equivalents, and cash generated from operations will be sufficient to satisfy our working capital needs, capital expenditures, outstanding commitments, stock repurchases, dividends and other liquidity requirements over at least the next twelve months.
Nine Months Ended
(in thousands)
October 3,
2025
September 27,
2024
Net cash provided by operating activities
$
76,148
$
88,485
Net cash used in investing activities
(6,703
)
(4,342
)
Net cash used in financing activities
(122,024
)
(52,788
)
We financed our business during the first nine months of 2025 through available cash. As of October 3, 2025, our cash and cash equivalents were $207,380,000 as compared to $258,901,000 at January 3, 2025.
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.
-
27
-
The increase in net cash used in investing activities during the first nine months of 2025, as compared to the same period last year, was due to an increase in capital expenditures. The increase in capital expenditures was due to an increase in investment in our corporate infrastructure.
The increase in net cash used in financing activities during the first nine months of 2025, as compared to the same period last year was due to an increase in repurchases of our common stock.
We lease office, laboratory, and storage space in 13 states and the District of Columbia, as well as in China, Germany, Hong Kong, Ireland, Singapore, Switzerland, and the United Kingdom under non-cancellable operating lease arrangements that expire at various dates through 2033. On June 19, 2024, we entered into an agreement with the State of Arizona to extend our land lease for 15 years beginning on January 17, 2028. We are currently obligated to make payments under the lease of $1,009,000 per year, which obligation will continue at that level until January 16, 2028. Beginning on January 17, 2028, our payments under the lease will increase to approximately $6,183,000 per year for the 15-year extension term with adjustments to the annual rent payment in 2033 and 2038 based on the consumer price index.
We expect to continue our investing activities, including capital expenditures. Furthermore, cash reserves may be used to repurchase shares of common stock under our stock repurchase programs, pay dividends, or strategically acquire professional service firms that are complementary to our business.
We maintain a nonqualified deferred compensation plan for the benefit of a select group of highly compensated employees. Vested amounts due under the plan of $123,124,000 were recorded as a long-term liability on our unaudited condensed consolidated balance sheet at October 3, 2025. Vested amounts due under the plan of $19,158,000 were recorded as a current liability on our unaudited condensed consolidated balance sheet at October 3, 2025. Our assets that are earmarked to pay benefits under the plan are held in a rabbi trust and are subject to the claims of our creditors. As of October 3, 2025, invested amounts under the plan of $121,437,000 were recorded as a long-term asset on our unaudited condensed consolidated balance sheet. As of October 3, 2025, invested amounts under the plan of $19,252,000 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 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. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.
Non-GAAP Financial Measures
Regulation G, Conditions for Use of Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Measures, and other U.S. Securities and Exchange Commission (“SEC”) rules and regulations define and prescribe the conditions for use of Non-GAAP financial information. Generally, a Non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. We closely monitor two financial measures, EBITDA and EBITDAS, which meet the definition of Non-GAAP financial measures. We define EBITDA as net income before income taxes, net interest income, depreciation and amortization. We define EBITDAS as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. These measures are used to evaluate our financial results, develop budgets and determine employee compensation. These measures, however, should be considered in addition to, and not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of the Non-GAAP measures to the nearest comparable GAAP measure is set forth below.
-
28
-
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 October 3, 2025 and September 27, 2024:
Three Months Ended
Nine Months Ended
(in thousands, except percentages)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Revenues before reimbursements
$
137,073
$
125,085
$
407,378
$
394,726
EBITDA
$
38,837
$
35,767
$
113,366
$
115,825
EBITDA as a % of revenues before
reimbursements
28.3
%
28.6
%
27.8
%
29.3
%
The decrease in EBITDA as a percentage of revenues before reimbursements during the third quarter of 2025 as compared to the same period last year was primarily due to an increase in travel and meals related to the company-wide managers' meeting held during the third quarter of 2025. We did not have any company-wide meetings during the third quarter of 2024. The decrease was partially offset by an increase in billing rates and an increase in utilization.
The decrease in EBITDA as a percentage of revenues before reimbursements during the first nine months of 2025 as compared to the same period last year was primarily due to an increase in payroll expense from annual salary adjustments, an increase in occupancy expense associated with the extension of our land lease with the State of Arizona and an increase in general and administrative expenses driven by higher travel and meals related to the company-wide managers' meeting held during the third quarter of 2025. We did not have any company-wide meetings during the first nine months of 2024.
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 October 3, 2025 and September 27, 2024:
Three Months Ended
Nine Months Ended
(in thousands)
October 3,
2025
September 27,
2024
October 3,
2025
September 27,
2024
Net income
$
28,044
$
26,044
$
81,247
$
85,413
Add back (subtract):
Income taxes
10,573
9,893
31,945
30,629
Interest income, net
(2,312
)
(2,559
)
(7,370
)
(7,416
)
Depreciation and amortization
2,532
2,389
7,544
7,199
EBITDA
38,837
35,767
113,366
115,825
Stock-based compensation
5,341
5,465
18,767
18,382
EBITDAS
$
44,178
$
41,232
$
132,133
$
134,207
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29
-
Item 3. Quantitative and Qualita
tive Disclosures About Market Risk
We are exposed to interest rate risk associated with our balances of cash and cash equivalents. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments with high credit quality and relatively short average effective maturities in accordance with our investment policy. The maximum effective maturity of any issue in our portfolio is 3 years and the maximum average effective maturity of the portfolio cannot exceed 12 months. If interest rates were to instantaneously increase or decrease by 100 basis points, the change in the fair market value of our portfolio of cash equivalents would not have a material impact on our financial statements. We do not use derivative financial instruments in our portfolio. There have not been any material changes during the period covered by this Quarterly Report on Form 10-Q to our interest rate risk exposures, or how these exposures are managed. Notwithstanding our efforts to manage interest rate risk, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.
We have foreign currency risk related to our revenues and expenses denominated in currencies other than the U.S. dollar, primarily the British Pound, the Euro, the Chinese Yuan, and the Hong Kong Dollar. Accordingly, changes in exchange rates may negatively affect the revenues and net income of our foreign subsidiaries as expressed in U.S. dollars.
At October 3, 2025, we had net assets of approximately $13.8 million with a functional currency of the British Pound, net assets of approximately $5.8 million with a functional currency of the Hong Kong Dollar, net assets of approximately $3.3 million with a functional currency of the Chinese Yuan and net assets of approximately $1.7 million with a functional currency of the Singapore Dollar associated with our operations in the United Kingdom, Hong Kong, China and Singapore, respectively.
We also have foreign currency risk related to foreign currency transactions and monetary assets and liabilities denominated in currencies that are not the functional currency. We have experienced and will continue to experience fluctuations in our net income as a result of gains (losses) on these foreign currency transactions and the remeasurement of monetary assets and liabilities. At October 3, 2025, we had net assets denominated in the non-functional currency of approximately $4.8 million.
We do not use foreign exchange contracts to hedge any foreign currency exposures. To date, the impacts of foreign currency exchange rate changes on our consolidated revenues and consolidated net income have not been significant. However, our continued international growth increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Item 4. Controls
and Procedures
(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 October 3, 2025, the Company’s disclosure controls and procedures were effective.
We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis, to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to significantly modify our disclosure controls and procedures.
(b)
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three-month period ended October 3, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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30
-
PART II - OTHE
R INFORMATION
Item 1. Legal
Proceedings
Exponent is not engaged in any material legal proceedings.
Item 1A. Ri
sk Factors
There have been no material changes from risk factors as previously discussed under the heading “Risk Factors” in the Company’s 2024 Annual Report.
Item 2. Unregistered Sales of Equ
ity 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 October 3, 2025:
(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 5 to August 1
500
$
64.96
500
$
61,578
August 2 to August 29
-
$
-
-
$
61,578
August 30 to October 3
567,723
$
70.46
567,723
$
21,578
Total
568,223
568,223
(1)
On February 1, 2024, the Company's Board of Directors announced $61,610,000 for repurchase of the Company's common stock. On October 30, 2025, the Company's Board of Directors announced an additional $100,000,000 for repurchase of the Company's common stock. These repurchase programs have no expiration date.
Repurchases of the Company’s common stock were affected pursuant to a repurchase program authorized by the Company’s Board of Directors.
Item 3. Defaults Upo
n Senior Securities
Not applicable.
Item 4. Mine Saf
ety Disclosures
Not applicable.
Item 5. Other
Information
Rule 10b5-1 Plans
No
ne of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended October 3, 2025.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover page formatted as Inline XBRL and contained in Exhibit 101
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32
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SIGNA
TURES
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 7, 2025
/s/ Catherine Ford Corrigan
Catherine Ford Corrigan, Ph.D., Chief Executive Officer
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