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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2004.

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                  TO                 .

 

Commission File Number 0-18655

 


 

EXPONENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   77-0218904

(State or other jurisdiction

of incorporation or organization)

 

(IRS employer

identification no.)

 

149 Commonwealth Drive, Menlo Park, California 94025

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (650) 326-9400

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common Stock, $.001 par value

(Title of Class)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

 

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sale price of the Common Stock as reported on the NASDAQ National Market on July 3, 2003, the last business day of the registrant’s most recently completed second quarter, was $100,167,134.

 

The number of shares of the issuer’s Common Stock outstanding as of March 5, 2004 was 7,355,259.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s definitive Proxy Statement for the Registrant’s 2004 Annual Meeting of Stockholders to be held on June 2, 2004, are incorporated by reference into Part III of this Form 10-K.

 



Table of Contents

EXPONENT, INC.

FORM 10-K ANNUAL REPORT

FISCAL YEAR ENDED JANUARY 2, 2004

TABLE OF CONTENTS

 

          Page

PART I          
Item 1.    Business    3
Item 2.    Properties    9
Item 3.    Legal Proceedings    9
Item 4.    Submission of Matters to a Vote of Security Holders    9
PART II          
Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters    9
Item 6.    Selected Consolidated Financial Data    10
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    10
Item 7A.    Quantitative and Qualitative Disclosures about Market Risk    18
Item 8.    Financial Statements and Supplementary Data    18
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    18
Item 9A.    Controls and Procedures    18
PART III          
Item 10.    Directors and Executive Officers of the Registrant    19
Item 11.    Executive Compensation    19
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    19
Item 13.    Certain Relationships and Related Transactions    19
Item 14.    Principal Accounting Fees and Services    19
PART IV          
Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K    20
Signatures    43
Exhibits    45

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K 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 thereto under) that are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document and in the documents incorporated herein by reference, the words “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 general and industry specific economic conditions, the effects of competitive services and pricing, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in this Report under the heading “Factors That May Affect Future Operating Results and Market Price of Stock” and elsewhere. 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

 

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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.

 

PART I

 

Item 1. Business

 

GENERAL

 

The beginning of Exponent, Inc. goes back to 1967 with the founding of the partnership Failure Analysis Associates which was incorporated the following year and then reincorporated in Delaware as Failure Analysis Associates, Inc. in 1988. The Failure Group, Inc. was organized in 1989 as a holding company for Failure Analysis Associates, Inc. and changed its name to Exponent, Inc. in 1998. Exponent, Inc. (“Exponent”, and together with its subsidiaries, the “Company”), is a science and engineering consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, physicians, engineers and business consultants brings together more than 70 different technical disciplines to solve complicated issues facing industry and business today. Our professional staff can perform in-depth scientific research and analysis, or very rapid-response evaluations to provide our clients with the critical information they need.

 

CLIENTS

 

General

 

Exponent serves clients in automotive, aviation, chemical, construction, energy, government, health, insurance, manufacturing, technology and other sectors of the economy. Many of our engagements are initiated by lawyers or insurance companies, whose clients anticipate, or are engaged in, litigation over an alleged failure of their products, equipment or services. We have seen our services in failure prevention and technology evaluation grow as the technological complexity of products has increased over the years.

 

Pricing and Terms of Engagements

 

We provide our services on either a fixed-price basis or on a “time and expenses” basis, charging hourly rates for each staff member involved in a project, based on his or her skills and experience. Our standard rates for professionals range from $80 to $750 per hour. Our engagement agreements typically provide for monthly billing, require payment of our invoices within 30 days of receipt and permit clients to terminate an engagement at any time. Clients normally agree to indemnify our work and our personnel against liabilities arising out of the use or application of the results of our work or recommendations.

 

SERVICES

 

In 2003, Exponent worked on key public health, environmental and product safety issues. We assisted clients’ efforts to design more robust and safer products as well as supported the U.S. Army’s efforts in Afghanistan and Iraq. We are pleased that over the past year Exponent’s consultants have been engaged to provide solutions to many emerging and challenging technical issues.

 

Exponent’s service offerings are provided through a practice-focused format. Many projects require support from multiple practice areas. We currently operate 15 practice areas.

 

  Biomechanics

 

  Civil Engineering

 

  Data/Risk Analysis

 

  EcoSciences

 

  Electrical Engineering

 

  Environmental Science

 

  Food & Chemicals

 

  Health and Epidemiology

 

  Human Factors

 

  Human Health Risk Assessment

 

  Industrial Structures

 

  Mechanical Engineering & Materials Science

 

  Technology Development

 

  Thermal Sciences

 

  Vehicle Analysis

 

Biomechanics

 

Exponent’s Biomechanics staff uses engineering and biomedical science to explore the cause, nature and severity of injuries. The type and distribution of injuries, combined with our extensive experience in human injury tolerance, allows us to determine forces and motions that must have occurred to produce the injuries. Through close interaction with our Accident Reconstruction and Human Factors service areas, our consultants analyze the human’s overall role in an accident, including likelihood, causation and severity. We are also actively involved in assessing potential injury or medical risk to individuals that utilize medical devices such as cardiac stents and orthopedic

 

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implants. In 2003, we worked with a medical device manufacturer to provide advanced research on current products and technology evaluation for future applications.

 

Civil Engineering

 

Exponent has over 30 years experience investigating all types of structural, hydrological, geotechnical, geological, geomechanical, construction and building problems, from major catastrophes to simple performance failures. The scientific investigation of these events provides our clients with a thorough assessment of damage, as well as expert analysis of causation to be used for purposes of retrofit, repair, claims adjustment or litigation. Furthermore, we use our experience to help clients before failures occur, to determine the vulnerability of their facilities to damage and to develop appropriate mitigation measures.

 

We continue to assist in the evaluation of construction design defects, water intrusion and mold issues. In 2003, we added a number of staff in our construction consulting area and have been extremely active in assessing construction delay claims such as those on the “Big Dig” in Massachusetts. In addition we assist clients with the investigation and resolution of damage claims and litigation arising from earthquakes, landslides and other natural disasters including the December 2003 Paso Robles quake in Central California.

 

Data/Risk Analysis

 

Exponent’s expertise in risk analysis helps quantify how machines, vehicles, consumer products and components behave in the “real world”—the direct measurement of risk. We advise our clients on whether design changes may increase or decrease risk, or whether overall safety justifies a particular design. Using one of the largest collections of accident and incident data in the world, our Data/Risk Analysis group reviews “real-world” performance of consumer products, transportation and other human activity. In 2003, our staff provided statistical analysis for a number of consumer product and transportation-related litigations.

 

EcoSciences

 

Exponent’s ecological scientists provide proven, cost-effective, and scientifically defensible solutions to complex environmental issues. This multidisciplinary team includes terrestrial and aquatic ecologists, toxicologists, fishery scientists and resource management specialists. Our services include ecological risk assessment, natural resource damage assessment, toxicological reviews and analysis, water quality management, and design/monitoring of ecological restoration programs.

 

Exponent’s staff has worked on more than 30 natural resource damage cases nationwide. Through this work, we have gained valuable insights into the natural resource damage assessment process and a thorough understanding of the trustees’ perspectives. Our experience includes a wide variety of habitats (freshwater, estuarine, marine, and terrestrial) and substances of concern (PCBs, dioxins, PAH, metals and petroleum hydrocarbons).

 

Electrical Engineering

 

In the age of electronics, Exponent continues to be a highly sought-after resource for understanding current and potential risks involving electrical and electronic components. Our team of electrical engineers performs a wide array of investigations ranging from electric power systems to semiconductor devices. We operate laboratories for testing both heavy equipment and light electronic equipment. Computers and specialized software are used to analyze electric power systems, circuits and other equipment configurations. For a large electric utility client, we have conducted power flow studies, tested for network transfer capability, transmission congestion, voltage support and reactive requirements and made recommendations for improvement to the system. In the electronics and semiconductor area, our consultants work with manufacturers and suppliers to assure product

 

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quality. In 2003, we were involved with investigating certain headline making electrocutions in the Ohio Valley.

 

Environmental Science

 

Exponent’s environmental scientists and engineers provide proven, cost-effective, scientifically defensible and realistic assessments and solutions to complex environmental issues. We offer technical, regulatory and litigation support to industries that include mining and minerals, petrochemicals, forest products, shipbuilding, railroads, aerospace and defense and trade associations. Our consultants also address hydrological issues related to new housing and office complex developments around the country.

 

Food & Chemicals

 

Our Food and Chemical practice includes experienced staff of both technical and regulatory specialists who are experienced in dealing with foods, and with pesticide and non-pesticide products including conventional chemicals, biochemicals, microbials, and products of biotechnology. We provide practical, creative scientific and regulatory support to meet global business objectives at every stage of the product cycle, from R&D to retail. In 2003, we assisted several clients with worldwide regulatory support and recall efforts and continued to build our European Union presence. In addition we assessed risks to determine the advisability and extent of food and supplement product recalls due to chemical or microbiological contaminants and evaluated potential exposures associated with foods, dietary supplements and consumer products.

 

Health and Epidemiology

 

Our health practice combines the expertise and experience of M.D.s and Ph.D.s to provide a comprehensive perspective on human health issues such as occupational and environmental health, pharmaceuticals, medical devices and the quality of health care. The practice utilizes consultants expertise in occupational epidemiology to examine possible work related diseases and injuries related to products such as asbestos, silica and dioxin. In 2003, we added a number of former corporate medical directors in our Chicago location to add a strong Health practice to a growing Midwest market.

 

Human Factors

 

Our Human Factors practice analyzes human cognition and behavior to guide product design decisions to provide better safety and usability. Working in conjunction with other Exponent practices, our scientists look at ways to improve product design, as well as review safety information and training to help change human behavior and reduce accidents.

 

Human Health Risk Assessment

 

Exponent’s team of toxicologists study and analyze industry and regulatory issues relating to products and processes and their effect on humans and their environment. We provide solutions for potential environmental liabilities and effectively communicate those results with industry, regulatory personnel and the public. In 2003, we continued our extensive studies of the effect of asbestos from automotive brakes and continue to respond to the increase in mold and indoor air quality claims being raised throughout the country utilizing a multi-disciplinary team of health risk, health and civil engineering professionals to meet the needs of our clients.

 

Industrial Structures

 

Our Industrial Structures practice, based in Düsseldorf, Germany specializes in design and assessment of industrial concrete structures subject to extreme conditions. The office is one of the leading German engineering firms in the areas of tower-like structures, water retaining structures and refactories. Exponent’s Dusseldorf office has provided design reviews and assessments on more than 800 structures around the world. Our staff has participated in the creation of several engineering standards.

 

Mechanical Engineering and Materials Science

 

Our mechanical engineers and materials scientists have both an academic and “real-world” understanding of their field, including reliability and hazard evaluation, design assessment, fluid and thermal analysis and materials life prediction. We routinely work with manufacturers to assess risks to their products during their design and manufacturing phases of product development. In addition we help manufacturers respond to allegations of defective design by the federal regulatory agencies such as the Consumer Product Safety Commission.

 

Technology Development

 

Drawing on our multidisciplinary engineering, testing and failure analysis and prevention expertise, our Technology Development practice specializes in harnessing commercial technologies to develop effective military equipment and systems.

 

In 2003, Exponent sent a team of consultants full-time to Afghanistan and Iraq to support the Army’s Rapid Equipping Force. Our Technology Development practice is assisting with the development of an advanced robotic controller. This is a highly configurable, modular approach to robotic systems leveraging open standards and interfaces. The systems developed under this effort include a handheld controller, mapping, voice communications, marking, security, data communications, weapon payloads, sensor payloads, new robots and autonomous/semi-autonomous operation. We also continue our effort with the Defense Manpower Agency to perform reliability characterization and testing on Smart Cards used throughout the Department of Defense.

 

Thermal Sciences

 

Exponent has investigated and analyzed thousands of fires and explosions ranging from high loss disasters at manufacturing facilities to small insurance claims. Information gained from these analyses has helped us when assisting clients in assessing preventative measures related to the design of their products. In 2003, our Thermal practice was tasked to investigate several major industrial explosions, a number of

 

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headline producing residential and commercial fires as well as a number of aircraft accidents.

 

Vehicle Analysis

 

Our Vehicle Analysis practice provides design analysis, vehicle crash testing, component testing and accident reconstruction services to clients when they are developing new automotive products, facing unexpected performance issues, or are seeking information on how an accident occurred. At our 147-acre Test and Engineering Center in Phoenix, we develop unique test protocols using proprietary tests developed by our consulting staff.

 

COMPETITION

 

The marketplace for our services is fragmented and we face different sources of competition in providing various services. In addition, the services that we provide to some of our clients can be performed in-house by those clients. However, because of liability and independence concerns, clients that have the capability to perform such services themselves often retain Exponent or other independent consultants.

 

In each of the foregoing areas, we believe that the principal competitive factors are: technical capability and breadth of services, ability to deliver services on a timely basis, professional reputation and knowledge of the litigation process. Although we believe that we generally compete favorably in each of these areas, some of our competitors may be able to provide services acceptable to our clients at lower prices.

 

We believe that the barriers to entry in particular areas of engineering expertise are low and that for many of our technical disciplines, competition is increasing. In response to competitive forces in the marketplace, we continue to explore new markets for our various technical disciplines.

 

EMPLOYEES

 

As of January 2, 2004, we employed 738 full-time and part-time employees, including 470 engineering and scientific staff, 114 technical support staff and 154 administrative and support staff. Our highly skilled staff includes 377 employees with advanced degrees, of which 216 employees have achieved the level of Ph.D. or M.D.

 

ADDITIONAL INFORMATION

 

The address of our Internet website is www.exponent.com. We make available, free of charge through our website, access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other periodic SEC reports, along with amendments to all of those reports, as soon as reasonably practicable after we file the reports with the SEC.

 

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EXECUTIVE OFFICERS

 

The executive officers of Exponent and their ages as of March 17, 2004 are as follows:

 

Name


   Age

  

Position


Roger L. McCarthy, Ph.D.

   55    Chairman of the Board of Directors

Michael R. Gaulke

   58    President, Chief Executive Officer and Director

Subbaiah V. Malladi, Ph.D.

   57    Chief Technical Officer and Director

Larry W. Anderson, Ph.D.

   64    Group Vice President

Robert D. Caligiuri, Ph.D.

   52    Group Vice President

Paul R. Johnston, Ph.D.

   50    Chief Operating Officer

John E. Moalli, Sc.D.

   39    Group Vice President

Richard L. Schlenker, Jr.

   38    Chief Financial Officer and Corporate Secretary

 

Executive officers of Exponent are appointed by the Board of Directors and serve at the discretion of the Board or until the appointment of their successors. There is no family relationship between any of the directors and officers of the Company.

 

Roger L. McCarthy, Ph.D., joined the Company in August 1978. Currently, Dr. McCarthy is Chairman of the Board of Directors and has been a Director of the Company since 1980. From June 1996 to October 1998, he served as Chief Technical Officer of the Company. He was Chief Executive Officer of the Company from 1982 to June 1996. He also served as President of the Company from 1986 to March 1993. Dr. McCarthy received his Ph.D. (1977), Mech.E. (1975) and S.M. (1973) from Massachusetts Institute of Technology and his B.S.E. (1972) in Mechanical Engineering and A.B. (1972) in Philosophy from the University of Michigan. Dr. McCarthy is a Registered Professional Engineer in the states of California, Georgia and Arizona and a member of the National Academy of Engineering.

 

Michael R. Gaulke joined the Company in September 1992, as Executive Vice President and Chief Financial Officer. He was named President in March 1993 and he was appointed as a member of the Board of Directors of the Company in January 1994. He assumed his current role of President and Chief Executive Officer in June 1996. From November 1988 to September 1992, Mr. Gaulke served as Executive Vice President and Chief Financial Officer at Raynet Corporation, a subsidiary of Raychem Corporation. Prior to joining Raynet, Mr. Gaulke was Executive Vice President and Chief Financial Officer of Spectra Physics, Inc., where he was employed from 1979 to 1988. From 1972 to 1979, Mr. Gaulke served as a consultant with McKinsey & Company. Mr. Gaulke is a member of the Board of Directors of Cymer, Inc. and LECG Corporation and serves on the Board of Trustees of the Palo Alto Medical Foundation. Mr. Gaulke received a M.B.A. (1972) in Marketing and Operations from the Stanford University Graduate School of Business and a B.S. (1968) in Electrical Engineering from Oregon State University.

 

Subbaiah V. Malladi, Ph.D., joined the Company in 1982 as a Senior Engineer, becoming a Senior Vice President in January 1988 and a Corporate Vice President in September 1993. In October 1998, Dr. Malladi was appointed Chief Technical Officer of the Company. Dr. Malladi also served as a Director of the Company from March 1991 through September 1993. He was re-appointed as a Director in April 1996 and has remained on the Board since that date. He received a Ph.D. (1980) in Mechanical Engineering from the California Institute of Technology, M.Tech (1972) in Mechanical Engineering from the Indian Institute of Technology, B.E. (1970) in Mechanical Engineering from SRI Venkateswara University, India and B.S. (1966) in Physics, Chemistry and Mathematics from Osmania

 

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University, India. Dr. Malladi is a Registered Professional Mechanical Engineer in the State of California.

 

Larry W. Anderson, Ph.D., joined the Company in 1986. He was promoted to Principal Engineer in 1993 and Group Vice President in 1996. Dr. Anderson received his Ph.D. (1966), M.S. (1964) and B.S. (1961) in Mechanical Engineering from the University of Washington. He is a Registered Professional Mechanical Engineer in the State of California.

 

Robert D. Caligiuri, Ph.D., joined the Company in 1987. He was promoted to Principal Engineer in 1990 and Group Vice President in 1999. Dr. Caligiuri received his Ph.D. (1977) and M.S. (1974) in Materials Science and Engineering from Stanford University and B.S. (1973) in Mechanical Engineering from the University of California, Davis. Prior to joining the Company he was a Program Manager and Materials Scientist for SRI International. He is a Registered Professional Metallurgical Engineer in the State of California and a Licensed Professional Engineer in the State of Utah.

 

Paul R. Johnston, Ph.D., joined the Company in 1981, was promoted to Vice President in 1997 and appointed Chief Operating Officer in July 2003. He received his Ph.D. (1981) in Civil Engineering and M.S. (1977) in Structural Engineering from Stanford University, and his B.A.I. (1976) in Civil Engineering and B.A. (1976) in Mathematics from Trinity College, University of Dublin, Ireland. Dr. Johnston is a Registered Professional Engineer in the State of California and a Chartered Engineer in Ireland.

 

John E. Moalli, Sc.D., joined the Company in 1992. He was promoted to Principal Engineer in 1997 and Group Vice President in 2002. Dr. Moalli received his Sc.D. (1992) in Polymers from the Massachusetts Institute of Technology and B.S. (1987) in Civil Engineering from Northeastern University. He is a member of the Society for the Plastics Industry; Society for Plastics Engineers and a member of the Editorial Advisory Board of Medical Plastics and Biomaterials.

 

Richard L. Schlenker, Jr. joined the Company in October 1990. Mr. Schlenker is the Chief Financial Officer and Corporate Secretary of the Company. He was appointed Chief Financial Officer in July 1999 and was appointed Secretary of the Company in November 1997. Mr. Schlenker was the Director of Corporate Development from 1998 until his appointment as CFO. He was the Manager of Corporate Development from 1996 until 1998. From 1993 to 1996, Mr. Schlenker was a Business Manager, where he managed the business activities for multiple consulting practices within the Company. Prior to 1993 he held several different positions in finance and accounting within the Company. Mr. Schlenker holds a B.S. in Finance from the University of Southern California.

 

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Item 2. Properties

 

Our Silicon Valley office facilities consist of a 153,738 square foot building, with office and laboratory space located on a 6.3-acre tract of land we own in Menlo Park, California and an adjacent 27,000 square feet of leased warehouse storage space.

 

Our Test and Engineering Center (“TEC”) occupies 147 acres in Maricopa County, Arizona. We lease this land from the state of Arizona under a 30-year lease agreement that expires in January 2028 and have an option to renew for two fifteen-year periods. We constructed an indoor test facility as well as an engineering and test preparation building at the TEC.

 

In addition, we lease office, warehouse and laboratory space in 21 other locations in 15 states and the District of Columbia, as well as in Germany and the United Kingdom. Leases for these offices, warehouse and laboratory facilities have terms generally ranging between one to ten years. Aggregate lease expense in fiscal 2003 for all leased properties was approximately $4,745,000.

 

Item 3. Legal Proceedings

 

Exponent is not engaged in any material legal proceedings.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2003.

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

 

Exponent’s common stock is traded on the NASDAQ National Market under the symbol “EXPO”. The following table sets forth for the fiscal periods indicated the high and low closing sales prices for our common stock.

 

Stock prices by quarter


   High

   Low

Fiscal Year Ended December 31, 2004:

             

First Quarter (through March 5, 2004)

   $ 24.84    $ 21.33

Fiscal Year Ended January 2, 2004:

             

First Quarter

   $ 15.25    $ 12.96

Second Quarter

   $ 17.40    $ 12.90

Third Quarter

   $ 17.61    $ 15.31

Fourth Quarter

   $ 23.35    $ 16.70

Fiscal Year Ended January 3, 2003:

             

First Quarter

   $ 14.00    $ 12.32

Second Quarter

   $ 13.90    $ 12.60

Third Quarter

   $ 15.00    $ 11.11

Fourth Quarter

   $ 15.01    $ 12.40

 

As of March 5, 2004, there were 351 holders of record of our common stock. Because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial holders of our common stock than record holders.

 

We have never paid cash dividends on our common stock. See Item 7 of Part II “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

 

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Item 6. Selected Consolidated Financial Data

 

The following selected consolidated financial data are derived from our consolidated financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto, and with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

     Fiscal Year

(In thousands, except per share data)


   2003

   2002

   2001

   2000

   1999

Consolidated Statements of Income Data:

                                  

Revenues before reimbursements

   $ 125,943    $ 115,298    $ 104,497    $ 101,598    $ 93,271

Revenues

   $ 139,676    $ 126,055    $ 114,461    $ 113,027    $ 102,270

Operating income

   $ 16,902    $ 14,036    $ 9,779    $ 10,843    $ 8,160

Income from continuing operations

   $ 10,166    $ 7,924    $ 6,122    $ 7,428    $ 5,411

Net income

   $ 10,166    $ 7,924    $ 6,122    $ 7,782    $ 5,188

Income per share from continuing operations:

                                  

Basic

   $ 1.41    $ 1.16    $ 0.94    $ 1.12    $ 0.80

Diluted

   $ 1.27    $ 1.05    $ 0.85    $ 1.05    $ 0.78

Net income per share:

                                  

Basic

   $ 1.41    $ 1.16    $ 0.94    $ 1.17    $ 0.77

Diluted

   $ 1.27    $ 1.05    $ 0.85    $ 1.10    $ 0.75

Consolidated Balance Sheet Data:

                                  

Cash and cash equivalents

   $ 19,490    $ 22,480    $ 7,815    $ 6,379    $ —  

Short-term investments

   $ 22,268    $ —      $ —      $ —      $ —  

Working capital

   $ 57,519    $ 44,696    $ 31,747    $ 24,033    $ 26,672

Total assets

   $ 121,842    $ 107,216    $ 91,034    $ 85,626    $ 80,452

Long-term liabilities

   $ 2,411    $ 1,864    $ 1,192    $ 886    $ 4,748

Total stockholders’ equity

   $ 95,201    $ 83,786    $ 70,531    $ 65,337    $ 60,148

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking statements

 

The statements in this report that are not statements of historical fact are “forward-looking statements” and are based on current expectations and actual results may differ materially. These forward-looking statements involve numerous risks and uncertainties that could cause actual results to differ materially, including but not limited to, the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions and the effects of competitive services and pricing; one or more current or future claims made against us may result in substantial liabilities; and such other risks and uncertainties as are described in reports and other documents we file from time to time with the Securities and Exchange Commission.

 

Overview

 

Exponent, Inc. is a science and engineering consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, physicians, engineers and business consultants brings together more than 70 different technical disciplines to solve complicated issues facing industry and government today. Our services include analysis of product development or product recall, regulatory compliance, discovery of potential problems related to products, people or property and impending litigation, as well as the development of highly technical new products.

 

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CRITICAL ACCOUNTING ESTIMATES

 

In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, estimating the allowance for doubtful accounts, accounting for income taxes and valuing goodwill have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. For further information on the critical accounting policies, see Note 1 of our Notes to Consolidated Financial Statements.

 

Revenue recognition. We derive our revenues primarily from professional fees earned on consulting engagements and fees earned for the use of our equipment and facilities, as well as reimbursements for outside direct expenses associated with the services that are billed to our clients.

 

Substantially all of our engagements are performed under time and material or fixed-price billing arrangements. On time and material and fixed-price projects, revenue is generally recognized as the services are performed. For our fixed-price engagements we recognize revenue based on the relationship of incurred labor hours at standard rates to our estimate of the total labor hours at standard rates we expect to incur over the term of the contract. We believe this methodology achieves a reliable measure of the revenue from the consulting services we provide to our customers under fixed-price contracts.

 

Significant management judgments and estimates must be made and used in connection with the revenue recognized in any accounting period. These judgments and estimates include an assessment of collectibility and, for fixed-price engagements, an estimate as to the total effort required to complete the project. If we made different judgments or utilized different estimates, the amount and timing of our revenue for any period could be materially different.

 

All consulting contracts are subject to review by management, which requires a positive assessment of the collectibility of contract amounts. If, during the course of the contract, we determine that collection of revenue is not reasonably assured, we do not recognize the revenue until its collection becomes reasonably assured, which is generally upon receipt of cash. We assess collectibility based on a number of factors, including past transaction history with the client and project manager, as well as the credit-worthiness of the client. Losses on fixed-price contracts are recognized during the period in which the loss first becomes evident. Contract losses are determined to be the amount by which the estimated total costs of the contract exceeds the total fixed price of the contract.

 

Estimating the allowance for doubtful accounts. We must make estimates of our ability to collect accounts receivable and our unbilled work-in-process. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers we recognize allowances for doubtful accounts based upon historical bad debts, customer concentration, customer credit-worthiness, current economic conditions and changes in customer payment terms. As of January 2, 2004, our accounts receivable balance was $35.8 million, net of an allowance for doubtful accounts of $1.2 million.

 

Accounting for income taxes. In preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions where we operate. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent that we believe that recovery is not likely, we must establish a valuation allowance.

 

Significant judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance against our deferred tax assets, such as current tax laws, our

 

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interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. In the event that actual results differ from these estimates or the estimates are adjusted in future periods, then we may need to establish a valuation allowance, which could materially impact our financial position and results of operations. Based on our current financial projections and operating plan for fiscal 2004, we currently believe that we will be able to utilize our deferred tax assets.

 

Valuing goodwill. We assess the impairment of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may be impaired. Factors that we consider when evaluating for possible impairment include the following:

 

  significant under-performance relative to expected historical or projected future operating results;

 

  significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and

 

  significant negative economic trends.

 

When evaluating our goodwill for impairment, based upon the existence of one or more of the above factors, we determine the existence of an impairment by assessing the fair value of the applicable reporting unit, including goodwill, using expected future cash flows to be generated by the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then an impairment loss is recognized.

 

We completed our annual impairment review during 2003 and determined that we had no impairment of our goodwill and therefore did not record an impairment charge. As of January 2, 2004, goodwill totaled $8.6 million.

 

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CONSOLIDATED RESULTS OF OPERATIONS

 

The following table sets forth for the periods indicated, the percentage of revenues of certain items in our consolidated statements of income and the percentage increase (decrease) in the dollar amount of such items year to year:

 

    

PERCENTAGE OF
REVENUES

FOR FISCAL YEARS


   

PERIOD TO

PERIOD
CHANGE


 
     2003

    2002

    2001

   

2003

vs. 2002


   

2002

vs. 2001