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):  June 20, 2005

Veritas DGC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7427	76-0343152
(Commission File Number)	(I.R.S. Employer Identification No.)
10300 Town Park
Houston, Texas	77072
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (832) 351-8300

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

oPre-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 June 20, 2005, the registrant issued a press release reporting earnings and other financial results for its third fiscal quarter ended April 30, 2005.  A copy of the press release is attached as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(c)Exhibit

Exhibit No.	Description
99.1	Press release issued June 20, 2005

THE INFORMATION CONTAINED IN THIS CURRENT REPORT, INCLUDING THE EXHIBIT ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

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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.

		VERITAS DGC INC.
Date:	June 20, 2005	By:	/s/ LARRY WORDEN
		Name:	Larry Worden
		Title:	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued June 20, 2005

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EX-99.1

Exhibit 99.1

VERITAS DGC INC.  ANNOUNCES
THIRD FISCAL QUARTER RESULTS

Houston, June 20, 2005 – Veritas (NYSE & TSX: VTS) today announced financial results for its third fiscal quarter ended April 30, 2005. Revenue, net income and earnings per share for the third fiscal quarter ended April 30, 2005 with the comparative amounts for the corresponding periods of the prior fiscal year, were as follows:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2005		Restated 2004(1)		2005		Restated 2004(1)
	(millions, except per share amounts)
Revenues	$	175.5	$	180.7	$	497.3	$	428.2
Net income (loss)	18.4		10.1		36.8		(3.3		)
Earnings (loss) per common share – diluted	0.52		0.29		1.05		(0.10		)

(1) Results for the prior year quarter and nine month period include a pretax charge totaling $6.4 million related to the retirement of $154 million of bank debt. In addition, the results for the prior year nine month period include a non-cash charge in the first quarter of $22.1 million related to our change in accounting for multi-client library amortization.

Veritas Chairman and CEO Thierry Pilenko commented, “Sustained strong demand combined with relativity low reserve replacement continues to support increased geophysical activity and pricing worldwide. This is particularly evident in contract marine acquisition, which drove our solid performance for the third fiscal quarter.  We currently expect our pre-tax financial results for the fourth fiscal quarter of this fiscal year to be similar to last year’s fourth fiscal quarter, primarily as a result of usual seasonal slow downs.  Looking ahead to fiscal 2006, we believe that the market conditions will remain buoyant and are feeling good as we enter our planning process for our next fiscal year.”

Mr. Pilenko went on to say, “I am very pleased that our financial restatements are now complete and as of June 17, all of our annual and quarterly filings are up to date.  I believe we are emerging from these problems a better company, with stronger financial controls and the same commitment to excellence in the financial area as we have in our operations.”

Revenue for the third fiscal quarter was $175.5 million, a decrease of 3% from the third quarter of fiscal 2004. Revenue for the third quarter and nine months ended April 30 was comprised of the following:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2005		Restated 2004		2005		Restated 2004
	(millions)
Multi-client:
Land	$	10.3	$	24.3	$	36.3	$	53.3
Marine	37.3		58.1		144.1		150.5
Subtotal	47.6		82.4		180.4		203.8
Contract:
Land	57.0		60.5		134.0		126.6
Marine	70.9		37.8		182.9		97.8
Subtotal	127.9		98.3		316.9		224.4
Total Revenues	$	175.5	$	180.7	$	497.3	$	428.2

Multi-client

Multi-client revenue in the third quarter of fiscal 2005 decreased 42% compared to the prior year’s third quarter. This decrease came from reduced sales of licenses to completed surveys and reduced work on pre-funded surveys resulting from a higher than normal shift of assets to contract work.

Contract

Contract revenue in the third quarter of fiscal 2005 increased 30% from the prior year’s third quarter.  Much of the increase was due to increased marine acquisition work in the Gulf of Mexico and Asia Pacific.  In the Gulf of Mexico, the use of additional vessels on short-term charters to perform a wide-azimuth survey contributed significantly to the revenue growth.

Operating Income

Operating income as a percentage of revenue in the third quarter of fiscal 2005 was 17%, compared to 12% in the previous year’s third quarter.  The mix of our multi-client revenue in this year’s third quarter was favorable and resulted in improved margins as a percentage of revenue compared to our prior comparable period results.  Additionally, contract acquisition pricing has improved during recent quarters and has been further enhanced by favorable contract terms, such as reduced weather risk.

Interest Expense

Interest expense in the third quarter of fiscal 2005 was $7.7 million lower than in the third quarter of the previous year.  Interest expense in the prior period included $6.4 million of charges related to a debt refinancing, including the retirement of $154 million of bank debt, the expensing of debt issuance costs, cancellation of interest rate swaps and prepayment penalties.  The bank debt was replaced by Convertible Senior Notes with an interest rate of LIBOR less 0.75%, a rate significantly lower than that of the retired debt.

Income Taxes

The Company’s effective tax rate for the quarter was 40%, slightly higher than the 35% U.S. statutory rate. A substantial portion of this difference in tax rate is due to the Company’s recording of valuation allowances on most of its deferred tax assets, a result of losses the Company incurred in prior years.  The Company’s effective tax rate for the first nine months of this fiscal year was 45%, a reduction from the effective tax rate of 50% for the

first six months of this year. This reduction is principally the result of a change in mix of our multi-client revenues.

Backlog

At April 30, 2005, the Company’s combined backlog was $234 million compared to $300 million at the end of the second quarter with contract backlog down $76 million and multi-client backlog up $10 million.  The decline in contract backlog is due to the completion of seasonal land acquisition work in Alaska and Canada and the completion of several marine acquisition contracts in Asia Pacific and the Gulf of Mexico.

Other

The Company had a cash balance of $238 million at April 30, 2005, an increase of $122 million from the July 31, 2004 balance of $116 million. Total debt remained unchanged from the beginning of the year at $155 million.

Conference Call

The Company’s conference call will be Tuesday, June 21, 2005, at 8:00 a.m. central.  Following a brief presentation, participants will have the opportunity to ask questions.  The dial in number to participate is 800-374-1498 or 706-643-0395.

There will also be a real-time audio webcast of the conference call at www.veritasdgc.com.  Windows Media player software is required and is available, free of charge, for download through our website.  Individuals accessing the audio webcast will be “listen only” and will be unable to take part in the Q&A session.

The audio replay will be available at the conclusion of the call until the close of business Tuesday, July 5, 2005.  Interested persons can phone 800-642-1687 or 706-645-9291, passcode 4028520, or access the webcast replay at www.veritasdgc.com.

The Company cautions that statements in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These include statements as to expectations, beliefs and future financial performance, such as statements regarding our business prospects.  All of these are based on current information and expectations that are subject to a number of risks, uncertainties and assumptions.  These risks and uncertainties are more fully described in our reports filed with the Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material respect from those currently anticipated.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of integrated geophysical services and reservoir technologies to the petroleum industry worldwide.

For additional information, please contact:

Mindy Ingle, Investor Relations	(832) 351-8821
Stephen J. Ludlow, Vice Chairman
Mark E. Baldwin, Executive Vice President, Chief Financial Officer and Treasurer

Veritas DGC Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2005			Restated 2004			2005			Restated 2004
Revenues	$	175,510		$	180,714		$	497,319		$	428,177
Cost of services	132,957			147,911			393,898			376,625
Research and development	4,676			4,118			13,790			11,258
General and administrative	8,632			7,240			23,597			19,823
Operating income	29,245			21,445			66,034			20,471
Interest expense	1,140			8,874			2,803			17,350
Other income, net	(2,454		)	(562		)	(4,043		)	(1,067		)
Income before provision for income taxes	30,559			13,133			67,274			4,188
Provision for income taxes	12,152			3,069			30,521			7,515
Net income (loss)	$	18,407		$	10,064		$	36,753		$	(3,327	)
Net income (loss) per share:
Basic
Net income (loss) per common share	$	.54		$	.30		$	1.09		$	(.10	)
Weighted average common shares	33,792			33,455			33,775			33,598
Diluted
Net income (loss) per common share	$	.52		$	.29		$	1.05		$	(.10	)
Weighted average common shares	35,131			34,601			34,970			33,598
Supplemental Data:
Cash Flow Data:
Depreciation and non-multi-client amortization, net	$	10,969		$	11,812		$	33,164		$	31,871
Multi-client amortization	19,156			58,391			103,559			163,837
Multi-client expenditures, net cash	18,662			27,029			77,558			97,366
Capital expenditures	26,381			7,095			43,533			20,652
Balance Sheet Data:
Cash	$	238,453		$	86,518		$	238,453		$	86,518
Debt	155,000			181,987			155,000			181,987
Multi-client data library	293,228			325,521			293,228			325,521
Total shareholders equity	535,483			475,610			535,483			475,610