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) February 4, 2009

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 February 4, 2009, Exponent, Inc. issued a press release announcing its financial results for the fourth quarter ended January 2, 2009. 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 February 4, 2009

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: February 4, 2009

EXHIBIT INDEX

Exhibit 99.1 Press release dated February 4, 2009

EX-99.1

Exhibit 99.1

Exponent Reports Fourth Quarter and Fiscal Year 2008 Results

MENLO PARK, Calif., February 4, 2009 - Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the fourth quarter and fiscal year ended January 2, 2009.

For the 14-week fourth quarter of 2008, revenues before reimbursements increased 10% to $51,620,000, as compared to $46,974,000, in the 13-week fourth quarter of last year. Total revenues increased 4% to $58,892,000, as compared to $56,734,000, in the fourth quarter of 2007. Net income decreased 3% to $5,078,000, or $0.34 per diluted share, as compared to $5,247,000, or $0.33 per diluted share, in the prior year period. EBITDA¹ was $9,073,000, as compared to $9,143,000, in the fourth quarter of 2007.

For the 53-week fiscal year 2008, revenues before reimbursements grew 13% to $206,194,000, as compared to $183,139,000, in the 52-week fiscal year 2007. Total revenues increased 12% to $228,838,000, as compared to $205,148,000, in fiscal year 2007. Net income was up 14% to $23,160,000, or $1.47 per diluted share, as compared to $20,341,000, or $1.25 per diluted share, in the prior year. EBITDA¹ increased 15% to $40,896,000, as compared to $35,649,000, in 2007.

During 2008, Exponent generated $36.4 million in cash flow from operations, used $41.6 million to repurchase its common stock, and closed the year with $57.4 million in cash, cash equivalents and short-term investments.

“In the fourth quarter of 2008 we posted solid revenue growth and were pleased with our operational execution,” commented Michael R. Gaulke, Chairman and CEO. “Our electrical, technology development, mechanics and materials, and environmental practices performed well in the fourth quarter, in addition to our health sciences group. During the quarter we continued to build a strong foundation for the future by adding select talent to the firm.

“We are pleased to have delivered double-digit revenue and net income growth in 2008. For the full year we were able to improve our EBITDA margin while organically growing full-time equivalent employees by 7.3% over the prior year. In addition to our strong financial results for the year, we made significant progress in several of our strategic growth areas including health science consulting, product design consulting, energy consulting, and defense technology development. We continue to believe these areas represent meaningful opportunities for long-term growth.

“In the coming year, we expect our underlying business to grow revenue before reimbursements in the mid- to high-single digits which is slightly lower than our historical expectations due to the uncertain macro-economic environment. In addition, our underlying growth will be reduced by approximately 3% to 4% because in 2008 we had high product sales in technology development, a favorable foreign currency exchange rate environment, and an extra week. During these uncertain economic times we continue to see our demand being driven by product failures, human health hazards, and environmental concerns. Over the longer term our consulting services have been and will continue to be driven by products and processes becoming more technologically complex and geographically dispersed. We believe that Exponent’s differentiated market position as a multidisciplinary engineering and scientific consulting firm with unparalleled technical expertise and experience will allow us to translate these opportunities and market drivers into long-term shareholder value,” concluded Mr. Gaulke.

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, February 4, 2009, starting at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time. The audio on the conference call is available by dialing 800-240-4186. 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 11125475#.

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 has been best known for analyzing accidents and failures to determine their causes, but in recent years it has become more active in assisting clients with human health, environmental and engineering issues associated with new products to help prevent problems in the future.

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) EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow 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. 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. These measures, 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 the measures to GAAP is set forth below.

EXPONENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters Ended January 2, 2009 and December 28, 2007

(in thousands, except per share data)

	Quarter Ended					Year Ended
	January 2, 2009 (14 Weeks)			December 28, 2007 (13 Weeks)		January 2, 2009 (53 Weeks)		December 28, 2007 (52 Weeks)
Revenues
Revenues before reimbursements	$	51,620		$	46,974	$	206,194	$	183,139
Reimbursements		7,272			9,760		22,644		22,009
Revenues		58,892			56,734		228,838		205,148
Operating expenses
Compensation and related expenses		33,665			29,999		133,469		119,496
Other operating expenses		5,978			5,736		22,614		21,662
Reimbursable expenses		7,272			9,760		22,644		22,009
General and administrative expenses		3,847			3,277		13,389		12,037
		50,762			48,772		192,116		175,204
Operating income		8,130			7,962		36,722		29,944
Other income
Interest income, net		345			470		1,707		1,821
Miscellaneous income, net		(182	)		224		65		1,860
		163			694		1,772		3,681
Income before income taxes		8,293			8,656		38,494		33,625
Income taxes		3,215			3,409		15,334		13,284
Net income	$	5,078		$	5,247	$	23,160	$	20,341
Net income per share:
Basic	$	0.36		$	0.35	$	1.57	$	1.36
Diluted	$	0.34		$	0.33	$	1.47	$	1.25
Shares used in per share computations:
Basic		14,210			14,885		14,710		15,007
Diluted		15,135			16,140		15,724		16,322

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

January 2, 2009 and December 28, 2007

(in thousands)

	January 2, 2009			December 28, 2007
Assets
Current assets:
Cash and cash equivalents	$	32,598		$	10,700
Short-term investments		24,772			53,034
Accounts receivable, net		62,208			59,819
Prepaid expenses and other assets		6,275			5,754
Deferred income taxes		4,455			3,450
Total current assets		130,308			132,757
Property, equipment and leasehold improvements, net		31,371			29,409
Goodwill		8,607			8,607
Other assets		12,804			11,618
	$	183,090		$	182,391
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	6,536		$	7,139
Accrued payroll and employee benefits		35,528			30,366
Deferred revenues		6,171			6,458
Total current liabilities		48,235			43,963
Other liabilities		4,968			4,754
Deferred rent		1,793			1,755
Total liabilities		54,996			50,472
Stockholders’ equity:
Common stock		16			16
Additional paid-in capital		72,734			59,772
Accumulated other comprehensive income		(345	)		347
Retained earnings		127,127			113,018
Treasury stock, at cost		(71,438	)		(41,234	)
Total stockholders’ equity		128,094			131,919
	$	183,090		$	182,391

EXPONENT, INC.

EBITDA and EBITDAS (1)

For the Quarters Ended January 2, 2009 and December 28, 2007

(in thousands)

	Quarter Ended						Year Ended
	January 2, 2009 (14 Weeks)			December 28, 2007 (13 Weeks)			January 2, 2009 (53 Weeks)			December 28, 2007 (52 Weeks)
Net Income	$	5,078		$	5,247		$	23,160		$	20,341
Add back (subtract):
Income taxes		3,215			3,409			15,334			13,284
Interest income, net		(345	)		(470	)		(1,707	)		(1,821	)
Depreciation and amortization		1,125			957			4,109			3,845
EBITDA (1)		9,073			9,143			40,896			35,649
Stock-based compensation		1,476			1,529			7,828			6,195
EBITDAS (1)	$	10,549		$	10,672		$	48,724		$	41,844

(1) EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to compliment 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. 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. These measures, 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.