8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 18, 2007

Exponent, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-18655	77-0218904
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

149 Commonwealth Drive Menlo Park, CA	94025
(Address of principal executive offices)	(Zip Code)

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

(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 April 18, 2007, Exponent, Inc. issued a press release announcing its financial results for the first quarter ended March 30, 2007. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

See Item 9.01. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press release dated April 18, 2007

Limitation on Incorporation by Reference

In accordance with general instructions B.2 and B.6 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

SIGNATURE

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

EXPONENT, INC.
By:	/s/ Richard L. Schlenker
Name:	Richard L. Schlenker
Title:	Chief Financial Officer

Date: April 18, 2007

EXHIBIT INDEX

Exhibit 99.1 Press release dated April 18, 2007

EX-99.1

Exhibit 99.1

Exponent Reports Strong First Quarter 2007 Results

MENLO PARK, Calif., April 18, 2007—Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the first quarter ended March 30, 2007.

For the first quarter of 2007, revenues before reimbursements increased 15% to $45,433,000, as compared to $39,619,000 in the same period of 2006. Total revenues increased 16% to $48,873,000, as compared to $42,027,000 in 2006. Net income increased 32% to $5,055,000, or $0.31 per diluted share, as compared to $3,822,000, or $0.21 per diluted share, in 2006.

EBITDAS¹ for the first quarter of 2007 increased 36% to $10,754,000, as compared to $7,921,000 in the same period of 2006. Exponent closed the first quarter of 2007 with $55.6 million in cash, cash equivalents and short-term investments. During the quarter, Exponent repurchased $2.5 million of common stock as part of its ongoing repurchase program.

“We are pleased with our first quarter financial results and progress in strategic areas, which position us well for a solid year of growth,” commented Michael Gaulke, CEO and President. “In addition to revenue and earnings growth, we were successful in improving utilization while also increasing full-time equivalent employees as compared to the same period last year. Notably, in the first quarter we had strong performance from our electrical, mechanics and materials, ecological sciences, civil and health practices.

“As we look to the remainder of 2007, we will continue to focus on improving our operating performance and utilization for the full year, which should drive higher year-over-year bottom line growth. As we celebrate our 40^th birthday this year, Exponent is uniquely positioned to provide a multidisciplinary approach to problem solving. We have exceptional talent and unparalleled technical experience and we will continue to make key hires across our practice areas. We had an excellent start to the year and are well on our way to achieving low double-digit revenue growth and improved margins for the full year,” concluded Mr. Gaulke.

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, April 18, 2007, starting at 4:30 p.m. Eastern Daylight Time/1:30 p.m. Pacific Daylight Time. The audio on the conference call is available by dialing 800-257-7087. A live webcast of the call will be available on the Investor Relations section of the Company’s web site at www.exponent.com/investors. For those unable to listen to the live webcast, a replay of the call will also be available on the Exponent web site, or by dialing 800-405-2236 and entering reservation #11087879.

About Exponent

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent’s multidisciplinary organization of scientists, physicians, engineers, and business consultants brings together more than 90 technical disciplines to address

complicated issues facing industry and government today. The firm’s consultants analyze failures and accidents to determine their causes and provide answers to help prevent such problems. In addition, Exponent evaluates human health and environmental concerns to find cost-effective solutions.

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

This news release contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended 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 timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading “Risk Factors” and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.

(1) EBITDAS is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization, and stock-based compensation. The Company regards EBITDAS as a useful measure of operating performance and cash flow to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDAS provides meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. This measure, however, should be

considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of EBITDAS to GAAP is set forth below.

EXPONENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters Ended March 30, 2007 and March 31, 2006

(in thousands, except per share data)

	Quarter Ended
	March 30, 2007		March 31, 2006
Revenues
Revenues before reimbursements	$	45,433	$	39,619
Reimbursements		3,440		2,408
Revenues		48,873		42,027
Operating expenses
Compensation and related expenses		30,022		26,746
Other operating expenses		5,137		4,765
Reimbursable expenses		3,440		2,408
General and administrative expenses		2,815		2,718
		41,414		36,637
Operating income		7,459		5,390
Other income
Interest income, net		484		498
Miscellaneous income, net		395		378
		879		876
Income before income taxes		8,338		6,266
Income taxes		3,283		2,444
Net income	$	5,055	$	3,822
Net income per share:
Basic	$	0.34	$	0.23
Diluted	$	0.31	$	0.21
Shares used in per share computations:
Basic		15,049		16,496
Diluted		16,377		17,788

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 30, 2007 and December 29, 2006

(in thousands)

	March 30, 2007			December 29, 2006
Assets
Current assets:
Cash and cash equivalents	$	5,748		$	5,238
Short-term investments		49,847			52,844
Accounts receivable, net		56,638			48,208
Prepaid expenses and other assets		3,859			4,634
Deferred income taxes		2,528			2,232
Total current assets		118,620			113,156
Property, equipment and leasehold improvements, net		29,408			29,577
Goodwill		8,607			8,607
Other assets		10,212			9,876
	$	166,847		$	161,216
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	8,171		$	4,887
Accrued payroll and employee benefits		18,907			22,923
Deferred revenues		3,793			4,066
Total current liabilities		30,871			31,876
Other liabilities		3,768			3,938
Deferred rent		1,095			1,097
Total liabilities		35,734			36,911
Stockholders' equity:
Common stock		16			16
Additional paid-in capital		55,141			50,799
Accumulated other comprehensive income		121			93
Retained earnings		103,667			101,226
Treasury stock, at cost		(27,832	)		(27,829	)
Total stockholders' equity		131,113			124,305
	$	166,847		$	161,216

EXPONENT, INC.

EBITDAS (1)

For the Quarters Ended March 30, 2007 and March 31, 2006

(in thousands)

	Quarter Ended
	March 30, 2007			March 31, 2006
Net Income	$	5,055		$	3,822
Add back (subtract):
Income taxes		3,283			2,444
Interest income, net		(484	)		(498	)
Depreciation and amortization		917			882
Stock-based compensation		1,983			1,271
EBITDAS (1)	$	10,754		$	7,921

(1) EBITDAS is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization, and stock-based compensation. The Company regards EBITDAS as a useful measure of operating performance and cash flow to compliment operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDAS provides meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. This measure, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.