8-K

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): April 4, 2008

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20971	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

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 7.01 REGULATION FD DISCLOSURE

On April 4, 2008, Edgewater Technology, Inc. (the “Company”) made a presentation concerning its business at a B. Riley Micro Cap investor conference. The materials utilized during the presentation are attached as Exhibit 99.1 to this report.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Edgewater Technology, Inc. Investor Slide Presentation

* * *

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: April 4, 2008

EDGEWATER TECHNOLOGY, INC.
By:	/s/ Kevin R. Rhodes
Name: Kevin R. Rhodes Title: Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

www.edgewater.com

www.edgewater.com

April 4, 2008

Presentation by:    Kevin R. Rhodes

Chief Financial Officer

April 4, 2008

Presentation by:    Kevin R. Rhodes

Chief Financial Officer

Exhibit 99.1

2

www.edgewater.com

Safe Harbor Language

Certain statements contained in this presentation and in the

subsequent discussion that are not statements of historical facts

are "forward looking statements" within the meaning of the

Private Securities Litigation Reform Act of 1995.

The words -

"believe," "expect," "anticipate," "intend," "will" and similar

expressions are examples of words that identify forward-looking

statements.

Forward-looking statements include, without

limitation, statements regarding our future financial position,

growth including acquisitions, potential margin improvements,

business

strategy,

revenue

goals

and

profitability

as

of

today's

date.

These forward looking statements are based on our current

beliefs, as well as assumptions we have made based upon

information currently available to us. Actual results could vary

significantly

from

those

results

implied,

stated

or

projected

in

any

such forward looking statements for a variety of reasons,

including those set forth in our press releases and SEC filings,

and we are not obligated to update these forward-looking

statements made as of today to conform these statements for

intervening events.

3

www.edgewater.com

Edgewater Technology (NASDAQ: EDGW)

Edgewater Technology (NASDAQ: EDGW)

Technical Management Consulting Firm

-

Premium Information Technology (IT) Services

Market Opportunity

-

Domestic Specialty IT Services

-

Example –

MIT

EDGW = Growth Company (Value Stock)

-

Two-pronged strategy

•

Organic Growth

•

Acquisitions to accelerate growth

4

www.edgewater.com

Geographic Expansion in US

Geographic Expansion in US

Los

Angeles

Denver

Boston

Calgary

Office  

Locations

BDM

Locations

Staff

Locations

New in 2007

San Francisco

Dallas / Houston

Memphis

Manchester

New York

Quebec

Little Rock

5

www.edgewater.com

Why Should You Be Interested in Us?

Why Should You Be Interested in Us?

Growth Company

-

3 Year Compounded Annual Growth Rate (CAGR)-

28%

-

Doubled CPM Practice during 2007*

We Believe We are Undervalued Today in the

Market

-

EV –

4.5 x multiple of Cash Flow

High End IT Consulting Firm

-

Moving up the IT Services Pyramid

-

High Concept, High Value and High Touch

*Includes revenue run rate for CPM practice, including acquisitions of

Alecian, Lynx and Vertical Pitch .

6

www.edgewater.com

Consultant Headcount & Revenue

Consultant Headcount & Revenue

302

274

257

259

252

160

161

183

218

268

258

261

233

$300,177

$277,548

$224,078

$260,624

100

150

200

250

300

350

Q4 '04

Q1 '05

Q2 ' 05

Q3 '05

Q4 '05

Q1 '06

Q2 '06

Q3 '06

Q4 '06

Q1 '07

Q2 '07

Q3 '07

Q4 '07

$200,000

$222,000

$244,000

$266,000

$288,000

$310,000

Billable Headcount

Revenue per Billable Consultant

Quarterly Consultant Headcount & Annual Revenue per Consultant

Service Offerings

Service Offerings

7

57% of Svs. Revenue

57% of Svs. Revenue

30% of Svs. Revenue

30% of Svs. Revenue

13% of Svs. Revenue

13% of Svs. Revenue

(All service revenue percentages are as of 12/31/07.)

8

www.edgewater.com

2008 Outlook and Beyond

2008 Outlook and Beyond

Core Business –

“Hot Areas”

-

BI/CPM

-

Vertical Focus (Healthcare & Insurance)

-

Data Services (“Google your own Data”)

New Opportunities for Growth

-

Web Analytics

-

Predictive Analytics

-

Internet Commerce 2.0

Closer to $100m Revenue Run Rate Target

-

Not Guidance but a Meaningful Hurdle

-

Disciplined Growth Strategy

9

www.edgewater.com

Investment Considerations

Investment Considerations

Seasoned Management Team

Management Aligned with Shareholders

-

18% Officer Ownership (stock & options)

-

Performance-based Compensation

Strong Growth / Improving Metrics

Strong Balance Sheet (as of December 31, 2007)

-

$120m+ in Total Assets

•

$23m in Cash & Securities

$1.72 per share

$14m used in the purchase of Vertical Pitch in 12/10/07

•

$22m Deferred Tax Asset (Historical NOLs)

$1.67 per share

We Believe We are an Undervalued Stock Today

in the Market

Financial Graphs

& Non-GAAP Earnings Analysis

Financial Graphs

& Non-GAAP Earnings Analysis

11

www.edgewater.com

Annual Revenue Growth (‘04 –

‘07)

Annual Revenue Growth (‘04 –

‘07)

25,322

43,126

60,083

68,490

8,242

6,979

-491

2,346

$0

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

$80,000

2004

2005

2006

2007

-$500

$500

$1,500

$2,500

$3,500

$4,500

$5,500

$6,500

$7,500

$8,500

$9,500

$10,500

$11,500

$12,500

$13,500

$14,500

$15,500

Revenue

Adjusted EBITDA (excludes SBC)

Revenue & Adjusted EBITDA (000's)

12

www.edgewater.com

Financial Performance

Financial Performance

Target

range

for

Utilization

is

78%

–

82%

78.5%

77.0%

78.8%

80.3%

84.0%

81.5%

75.4%

79.9%

81.1%

82.2%

82.8%

80.8%

74.5%

38.7%

41.0%

46.0%

48.6%

45.8%

42.2%

42.2%

45.2%

46.3%

44.0%

45.0%

44.3%

42.4%

50.0%

55.0%

60.0%

65.0%

70.0%

75.0%

80.0%

85.0%

90.0%

95.0%

100.0%

Q4 '04

Q1 '05

Q2 ' 05

Q3 '05

Q4 '05

Q1 '06

Q2 '06

Q3 '06

Q4 '06

Q1 '07

Q2 '07

Q3 '07

Q4 '07

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

Utilization

Svcs. Gross profit %

Quarterly Utilization & Services Gross Margin

Financial Performance

Financial Performance

www.edgewater.com

13

736

913

1,405

1,579

1,498

1,454

1,164

1,237

2,386

1,878

2,298

2,094

2,165

1,051

1,377

1,972

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

Q1 '06

Q2 '06

Q3 '06

Q4 '06

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Cash Net Income

Adjusted EBITDA (excludes SBC)

Quarterly Cash Net Income & Adjusted EBITDA (000's)

Diluted Cash Net Income and Adjusted EBITDA are Non-GAAP financial measures.  Refer to the Appendix for a reconciliation of

these measures to GAAP Net Income. 

14

www.edgewater.com

Financial Performance

Financial Performance

Quarterly Diluted Cash EPS & Adjusted EBITDA per Share

0.06

0.08

0.12

0.13

0.09

0.11

0.09

0.11

0.19

0.20

0.18

0.15

0.11

0.09

0.15

0.16

$0.00

$0.05

$0.10

$0.15

$0.20

Q1 '06

Q2 '06

Q3 '06

Q4 '06

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Cash EPS

Adjusted EBITDA EPS (excludes SBC)

Diluted Cash EPS and Adjusted EBITDA EPS are Non-GAAP financial measures.  Refer to the Appendix for a reconciliation

of these measures to GAAP Earnings per Share. 

15

www.edgewater.com

Q1 2008 Earnings Results Call

Q1 2008 Earnings Results Call

Scheduled :

April 30, 2008

Scheduled :

April 30, 2008

Appendix

Appendix

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Non-GAAP Financial Measures

Note:

Cash

Net

Income

and

Cash

Earnings

per

Diluted

Share

are

Non-GAAP

financial

measures

and

are

not

intended

to

be

financial

measures

that

should

be

regarded

as

an

alternative

to,

or

more

meaningful

than,

Net

Income

or

GAAP

Diluted

Earnings

per

Share.

The

Cash Net Income and Cash Earnings per Diluted Share measures presented herein may not be comparable to similarly titled measures

presented

by

other

companies.

Edgewater’s

management

believes

that

cash

performance

is

the

primary

driver

of

long-term

share

value. 

As such, Edgewater views Cash Net Income and Cash Earnings per Diluted Share as important indicators of performance that help

investors gain a meaningful understanding of the Company’s core operating results and future prospects, consistent with the manner in

which management measures and forecasts the Company’s performance.

www.edgewater.com

16

Mar 31,

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

Sep 30,

Dec 31,

2006

2006

2006

2006

2007

2007

2007

2007

Reconciliation of GAAP Net Income to Cash Earnings Per Diluted Share (Non-GAAP):

Reported GAAP Net Income

460

435

1,064

1,242

837

1,046

1,097

5,830

Less: Recorded Tax Benefit

-

-

-

-

-

-

-

(5,155)

Add: Amortization of Intangibles

217

327

327

314

314

312

324

455

Add: Stock-based Compensation

243

469

242

247

257

373

361

488

Less: Related Tax Effect

(184)

(318)

(228)

(224)

(244)

(277)

(284)

(381)

Cash Net Income

736

$       

913

$       

1,405

$     

1,579

$     

1,164

$     

1,454

$     

1,498

$     

1,237

$  

Cash Earnings Per Diluted Share

0.06

$      

0.08

$      

0.12

$      

0.13

$      

0.09

$      

0.11

$      

0.11

$      

0.09

$    

Diluted Shares Outstanding

11,335

12,156

11,659

11,839

12,449

13,119

13,134

13,309

Quarterly Period Ended

Appendix

Appendix

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Non-GAAP Financial Measures

Note:

EBITDA,

Adjusted

EBITDA

and

Adjusted

EBITDA

per

Diluted

Share

are

Non-GAAP

financial

measures

and

are

not

intended

to

be

financial

measures that should be regarded as an alternative to, or more meaningful than, either GAAP Operating Income, GAAP Net Income and Net

Income

per

Diluted

Share.

The

EBITDA,

Adjusted

EBITDA

and

Adjusted

EBITDA

per

Diluted

Share

measures

presented

herein

may

not

be

comparable

to

similarly

titled

measures

presented

by

other

companies.

Edgewater’s

management

believes

that

cash

performance

is

the

primary

driver

of

long-

term

share

value.

As

such,

Edgewater

views

EBITDA,

Adjusted

EBITDA

and

Adjusted

EBITDA

per

Diluted

Share

as

important

indicators

of

performance that help investors gain a meaningful understanding of the Company’s core operating results and future prospects, consistent with the

manner in which management measures and forecasts the Company’s performance.

www.edgewater.com

17

Mar 31,

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

Sep 30,

Dec 31,

2006

2006

2006

2006

2007

2007

2007

2007

Reconciliation of GAAP Net Income to EBTIDA (Non-GAAP):

Reported GAAP Net Income

460

435

1,064

1,242

837

1,046

1,097

5,830

Less: Income from DISCO

-

-

-

-

-

-

-

-

Add: Income Tax Provision

302

294

709

800

624

712

465

(4,697)

Add: Depreciation & Amortization Expense

345

461

454

495

567

568

599

714

Less: Interest Income

(299)

(282)

(304)

(398)

(407)

(401)

(428)

(363)

EBITDA

808

$       

908

$       

1,923

$     

2,139

$     

1,621

$     

1,925

$     

1,733

$     

1,484

$  

Add: Stock-based Compensation

243

469

242

247

257

373

361

488

Adjusted EBITDA

1,051

$     

1,377

$     

2,165

$     

2,386

$     

1,878

$     

2,298

$     

2,094

$     

1,972

$  

Adjusted EBITDA per Diluted Share

0.09

$      

0.11

$      

0.19

$      

0.20

$      

0.15

$      

0.18

$      

0.16

$      

0.15

$    

Diluted Shares Outstanding

11,335

12,156

11,659

11,839

12,449

13,119

13,134

13,309

Quarterly Period Ended