UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2009

Edgewater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-20971	71-0788538
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

20 Harvard Mill Square Wakefield, Massachusetts 01880

Registrant's telephone number, including area code: (781) 246-3343

NA
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 4, 2009, Edgewater Technology, Inc. (the "Company") reported its results of operations for its fourth quarter and full year ended December 31, 2008. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 (the "Press Release") and is incorporated herein by reference in its entirety.

The Press Release includes non-GAAP financial information concerning Adjusted EBITDA, and the limitations of such data and purposes for such presentation are set forth in the Press Release. We have ceased using, as a non-GAAP financial measure, Cash Net Income and related per share calculations (which had been presented in previous earnings press releases) as Adjusted EBITDA is a measure we use to judge our qualitative performance on a period-to-period basis and Cash Net Income no longer conveys useful information by which we measure qualitative performance on a period-to-period basis.

The information contained herein and in the accompanying exhibit is being "furnished," as opposed to being "filed" pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not be incorporated hereafter by reference into any filing of the Company, where made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit incorporated hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit

99.1		Edgewater Technology, Inc. Press Release dated March 4, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 5, 2009

Edgewater Technology, Inc.

By: /s/ KEVIN R. RHODES

Name: Kevin R. Rhodes

Title: Chief Financial Officer
(Principal Financial Officer)

Actual financial results and utilization for the quarter ended December 31, 2008: * Total revenue was $16.3 million compared to $17.3 million in the fourth quarter of 2007; * Service revenue was $15.0 million compared to service revenue of $15.9 million in the fourth quarter of 2007; * Gross profit was $6.3 million compared to $6.8 million in the fourth quarter of 2007; * Gross profit, as a percentage of total revenue, was 38.4% compared to 39.5% in the fourth quarter of 2007; * Gross profit margin related to service revenue was 41.2% compared to 42.4% in the fourth quarter of 2007; * Utilization was 68.3% compared to 74.5% for the fourth quarter of 2007; * Operating loss amounted to $(23.2) million, principally as a result of $23.9 million in non-cash goodwill and intangible asset impairment charges incurred during the fourth quarter. In the year ago quarter, Edgewater generated operating income of $770 thousand; * Net loss was $(27.9) million, or $(2.30) per diluted share, compared to net income of $5.8 million, or $0.44 per diluted share, in the fourth quarter of 2007; * Adjusted EBITDA amounted to $1.5 million, or $0.12 per diluted share, compared to $1.5 million, or $0.11 per diluted share, in the fourth quarter of 2007; and * Cash flow provided by operating activities was $5.5 million compared to cash flow provided by operating activities of $5.5 million during the fourth quarter of 2007.

Actual financial results and utilization for the fiscal year ended December 31, 2008: * Total revenue increased 7.7% to $73.7 million compared to $68.5 million in fiscal 2007; * Service revenue increased 7.8% to $68.1 million compared to $63.2 million in fiscal 2007; * Gross profit increased 2.5% to $28.8 million compared to $28.1 million in fiscal 2007; * Gross profit, as a percentage of total revenue, was 39.0% compared to 41.0% in fiscal 2007; * Gross profit margin related to service revenue was 41.9% compared to 43.9% in fiscal 2007; * Utilization was 73.5% compared to 80.0% in fiscal 2007; * Operating loss amounted to $(46.8) million, principally as a result of $48.6 million in non-cash goodwill and intangible asset impairment charges incurred during the current year. Edgewater generated operating income of $4.3 million in fiscal 2007; * Net loss amounted to $(47.0) million, or $(3.66) per diluted share, compared to net income of $8.8 million, or $0.66 per diluted share, in fiscal 2007; * Adjusted EBITDA amounted to $5.6 million, or $0.43 per diluted share, compared to Adjusted EBITDA of $6.8 million, or $0.51 per diluted share, in fiscal 2007; and * Cash flow provided by operating activities was $7.7 million compared to cash flow provided by operating activities of $9.2 million in fiscal 2007.

Selected Financial Data: EDGEWATER TECHNOLOGY, INC. Condensed Consolidated Statement of Operations (In thousands, except per share amounts) (Unaudited) Three Months Ended Twelve Months Ended ------------------- ------------------- December 31, December 31, ------------------- ------------------- 2008 2007 2008 2007 -------- -------- -------- -------- Revenue: Service revenue $ 14,991 $ 15,944 $ 68,125 $ 63,188 Software 308 534 1,132 2,383 Reimbursable expenses 1,025 810 4,486 2,919 -------- -------- -------- -------- Total revenue 16,324 17,288 73,743 68,490 Cost of revenue: Project and personnel costs * 8,811 9,179 39,608 35,443 Software costs 218 471 861 2,030 Reimbursable expenses 1,025 810 4,486 2,919 -------- -------- -------- -------- Total cost of revenue 10,054 10,460 44,955 40,392 -------- -------- -------- -------- Gross profit 6,270 6,828 28,788 28,098 Selling, general and administrative * 4,803 5,344 23,232 21,335 Depreciation and amortization 837 714 3,771 2,448 Impairment of goodwill and other intangible assets 23,854 -- 48,594 -- -------- -------- -------- -------- Operating (loss) income (23,224) 770 (46,809) 4,315 Interest income and other, net 90 363 503 1,599 -------- -------- -------- -------- (Loss) income before income taxes (23,134) 1,133 (46,306) 5,914 Income tax provision (benefit) 4,785 (4,697) 712 (2,896) -------- -------- -------- -------- Net (loss) income $(27,919) $ 5,830 $(47,018) $ 8,810 ======== ======== ======== ======== BASIC (LOSS) EARNINGS PER SHARE: -------- -------- -------- -------- Basic (loss) earnings per share $ (2.30) $ 0.47 $ (3.66) $ 0.75 ======== ======== ======== ======== Weighted average shares outstanding - Basic 12,136 12,337 12,861 11,793 ======== ======== ======== ======== DILUTED (LOSS) EARNINGS PER SHARE: Diluted (loss) earnings per share $ (2.30) $ 0.44 $ (3.66) $ 0.66 ======== ======== ======== ======== Weighted average shares outstanding - Diluted 12,136 13,309 12,861 13,358 ======== ======== ======== ======== * - Amount of stock-based compensation expense included in each of the respective expense categories reported above: Cost of revenue - Project and personnel costs $ 90 $ 81 $ 395 $ 378 Selling, general and administrative expenses 252 407 1,160 1,101 -------- -------- -------- -------- Total $ 342 $ 488 $ 1,555 $ 1,479 ======== ======== ======== ======== EDGEWATER TECHNOLOGY, INC. Condensed Consolidated Balance Sheets (In thousands) (Unaudited) December 31, ----------------------- 2008 2007 ---------- ---------- Assets ------ Cash and marketable securities $ 24,566 $ 22,775 Accounts receivable, net 11,683 15,791 Deferred taxes, current 926 2,240 Prepaid expenses and other assets, current 782 893 ---------- ---------- Total current assets 37,957 41,699 Fixed assets, net 4,013 4,749 Deferred taxes, net 21,467 20,015 Goodwill and intangible assets, net 3,592 53,715 Other assets 41 48 ---------- ---------- Total Assets $ 67,070 $ 120,226 ========== ========== Liabilities and Stockholders' Equity ------------------------------------ Accounts payable and accrued liabilities $ 3,692 $ 4,194 Accrued payroll and related liabilities 3,893 6,749 Deferred revenue and other liabilities 892 920 Capital lease obligations, current 215 202 ---------- ---------- Total current liabilities 8,692 12,065 Capital lease obligations 420 635 ---------- ---------- Total liabilities 9,112 12,700 Stockholders' Equity 57,958 107,526 ---------- ---------- Total Liabilities and Stockholders' Equity $ 67,070 $ 120,226 ========== ========== Shares Outstanding 12,162 13,297 ========== ==========

EDGEWATER TECHNOLOGY, INC. Reconciliation of GAAP net (loss) income to Non-GAAP Adjusted EBTIDA (In thousands, except per share amounts) (Unaudited) Three Months Ended Twelve Months Ended ------------------- ------------------- December 31, December 31, ------------------- ------------------- 2008 2007 2008 2007 -------- -------- -------- -------- Reconciliation of GAAP Net Income, Adjusted EBITDA and Adjusted EBITDA Per Diluted Share (Non-GAAP): Reported GAAP net (loss) income $(27,919) $ 5,830 $(47,018) $ 8,810 Add: Income tax provision (benefit) 4,785 (4,697) 712 (2,896) Add: Depreciation and amortization 837 714 3,771 2,448 Add: Goodwill and intangible impairment charges 23,854 -- 48,594 -- Less: Interest income and other, net (90) (363) (503) (1,599) -------- -------- -------- -------- Adjusted EBITDA(1) $ 1,467 $ 1,484 $ 5,556 $ 6,763 ======== ======== ======== ======== Adjusted EBITDA per diluted share(1) $ 0.12 $ 0.11 $ 0.43 $ 0.51 ======== ======== ======== ========

CONTACT: Edgewater Technology, Inc. Kevin R. Rhodes, Chief Financial Officer Timothy R. Oakes, Chief Accounting Officer / Investor Relations (781) 246-3343 ir@edgewater.com

Edgewater Reports 2008 Financial Results

8% Full Year Revenue Growth / $7.7 Million in Operating Cash Flow