8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 28, 2010

DYNAMICS RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 001-34135

MASSACHUSETTS	04-2211809
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

TWO TECH DR, ANDOVER, MASSACHUSETTS 01810-2434

(Address of principal executive offices) (Zip Code)

978-289-1500

(Registrant’s telephone number, including area code)

N/A

(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):

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

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

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

o      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

Financial Results

 On April 28, 2010, Dynamics Research Corporation issued a press release announcing financial results as of and for the three months ended March 31, 2010.  A copy of the press release is attached hereto as Exhibit 99.1.

 The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(c)	Exhibits
	Number
	99.1	Press release dated April 28, 2010.

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.

	DYNAMICS RESEARCH CORPORATION
	(Registrant)
Date:  April 28, 2010	/s/ David Keleher
	Senior Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit Number	Exhibit Name	Location
99.1	Press release dated April 28, 2010.	Furnished herewith*

__________________________

*   Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

EX-99.1

Exhibit 99.1

   NewsRelease

DYNAMICS RESEARCH CORPORATION

TWO TECH DRIVE, ANDOVER, MASSACHUSETTS 01810-5423                                                                      TEL. 978/289-1500 www.drc.com

DRC REPORTS FIRST QUARTER 2010 RESULTS

--- Core Federal Revenue Up 6 Percent; Earnings from Continuing Operations Up 35 Percent ---

--- Company Reaffirms 2010 Revenue and Earnings Growth Projections ---

Andover, Mass. – April 28, 2010 - Dynamics Research Corporation (Nasdaq: DRCO), a leading provider of innovative management consulting, engineering, technical and information technology services and solutions to federal and state governments, today announced operating results for the first quarter of 2010.

Financial Results

The Company reported income from continuing operations of $2.7 million, or $0.28 per diluted share, for the first quarter of 2010, up from $2.0 million, or $0.20 per diluted share, for the first quarter of 2009.

Revenue for the first quarter of 2010 was $68.6 million, as compared with $67.2 million for the same period in 2009.  The 2010 period included $0.4 million in revenues derived from 8(a) contracts received with the Kadix Systems acquisition compared with $2.8 million for the 2009 period.  Absent the effect of the 8(a) contracts, federal revenue grew 5.8 percent in the first quarter of 2010 compared with the same period in 2009.  Overall, reported revenue including state government clients grew 2.1 percent on a year-over-year comparison.

Income from discontinued operations was $0.1 million, or $0.01 per diluted share, for the first quarter of 2010, compared with a loss of $0.2 million, or $0.02 per diluted share, for the first quarter of 2009.

The Company generated $13.1 million in cash from operating activities in the first quarter of 2010, having received $8.0 million in payments from the State of Tennessee during the quarter.  Days sales outstanding for the federal business was 68 at the end of the first quarter, down from 73 at December 31, 2009.

Business Highlights

“The Company’s strong operating performance for the quarter stemmed from healthy contract activity, including several important new business awards in the quarter.  We posted a 1.1-to-1.0 book-to-bill ratio, and ended the period with a funded backlog equating to 7.5 months of revenue and strong cash flow,” said Jim Regan, DRC’s chairman and chief executive officer.  “Indirect operating costs were down significantly versus last year, contributing to the sharp earnings improvement.  Looking ahead, we have a large pipeline of bids awaiting award and are focused on accelerating growth in our target markets – homeland security, healthcare, high priority defense

programs, cyber security, financial regulation, and intelligence agencies.  We continue to be very optimistic about the outlook for 2010.”

Company Guidance

The Company reaffirms its estimates for revenue and earnings from continuing operations for 2010, with revenue projected to be in the range of $277 to $286 million and earnings from continuing operations estimated to be in the range of $1.18 to $1.26 per diluted share.  Operating margin expectations for 2010 continue to be between 7.7 and 7.9 percent.

For the second quarter of 2010, revenues and earnings from continuing operations per diluted share are forecast to be $65 to $68 million and $0.24 to $0.27, respectively.

Conference Call

The Company will conduct a first quarter 2010 conference call on Thursday, April 29, 2010 at 10:00 a.m. ET.  The call will be available via telephone at 877-303-4382, and accessible via Web cast at www.drc.com.  Recorded replays of the conference call will be available on Dynamics Research Corporation’s investor relations home page at www.drc.com and by telephone at 800-642-1687, passcode #67398280, beginningat 1:00 p.m. ET April 29, 2010.

About Dynamics Research Corporation

Dynamics Research Corporation (DRC) is a leading provider of mission-critical technology management services and solutions for government programs.  DRC offers the capabilities of a large company and the responsiveness of a small company, backed by a history of excellence and customer satisfaction.  Founded in 1955, DRC is a publicly held corporation (Nasdaq: DRCO) and maintains more than 25 offices nationwide with major offices in Andover, Massachusetts and the Washington, D.C. area.  For more information please visit our website at www.drc.com.

Safe Harbor

Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Some statements contained or implied in this news release, may be considered forward-looking statements, which by their nature are uncertain. Consequently, actual results could materially differ. For more detailed information concerning how risks and uncertainties could affect the Company's financial results, please refer to DRC's most recent filings with the SEC including the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2009. The Company assumes no obligation to update any forward-looking information.

ATTACHMENT I
DYNAMICS RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
(in thousands, except share and per share data)
	Three Months Ended
	March 31,
	2010			2009
Revenue	$	68,584		$	67,203
Cost of revenue		57,827			55,943
Gross profit		10,757			11,260
Selling, general and administrative expenses		5,956			6,311
Amortization of intangible assets		385			973
Operating income		4,416			3,976
Interest expense, net		(376	)		(619	)
Other income (expense), net		113			39
Income from continuing operations before provision for income taxes		4,153			3,396
Provision for income taxes		1,416			1,439
Income from continuing operations		2,737			1,957
Income (loss) from discontinued operations, net of tax benefit		132			(186	)
Net income	$	2,869		$	1,771
Earnings per share
Basic
Income from continuing operations	$	0.28		$	0.20
Income (loss) from discontinued operations		0.01			(0.02	)
Net income	$	0.29		$	0.18
Diluted
Income from continuing operations	$	0.28		$	0.20
Income (loss) from discontinued operations		0.01			(0.02	)
Net income	$	0.29		$	0.18
Weighted average shares outstanding
Basic		9,807,706			9,604,895
Diluted		9,993,079			9,711,084

ATTACHMENT II
DYNAMICS RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands)
	March 31,		December 31,
	2010		2009
Assets
Current assets
Cash and cash equivalents	$	6,947	$	55
Contract receivables, net		66,936		72,569
Prepaid expenses and other current assets		3,520		5,702
Discontinued operations		2,390		2,058
Total current assets		79,793		80,384
Noncurrent assets
Property and equipment, net		13,349		13,915
Goodwill		97,641		97,641
Intangible assets, net		3,689		4,074
Deferred tax asset		4,153		4,252
Other noncurrent assets		3,335		3,335
Total noncurrent assets		122,167		123,217
Total assets	$	201,960	$	203,601
Liabilities and stockholders' equity
Current liabilities
Current portion of long-term debt	$	8,000	$	8,000
Accounts payable		18,674		18,299
Accrued compensation and employee benefits		15,276		16,357
Deferred taxes		5,498		7,046
Other accrued expenses		4,932		3,708
Discontinued operations		308		186
Total current liabilities		52,688		53,596
Long-term liabilities
Long-term debt		20,000		23,973
Other long-term liabilities		32,132		31,936
Total stockholders' equity		97,140		94,096
Total liabilities and stockholders' equity	$	201,960	$	203,601

ATTACHMENT III
DYNAMICS RESEARCH CORPORATION
SUPPLEMENTAL INFORMATION (unaudited)
(dollars in thousands)
Contract revenues were earned from the following sectors:
	Three Months Ended
	March 31,
	2010			2009
National defense and intelligence agencies	$	41,913		$	37,193
Homeland security		12,931			13,088
Federal civilian agencies		8,329			10,797
Total revenue from federal agencies		63,173			61,078
State and local government agencies		5,394			5,817
Other		17			308
Total revenue	$	68,584		$	67,203
Revenues by contract type as a percentage of contract revenue were as follows:
	Three Months Ended
	March 31,
	2010			2009
Fixed price, including service-type contracts		47	%		37	%
Time and materials		33			46
Cost reimbursable		20			17
		100	%		100	%
Prime contract		72	%		72	%
Sub-contract		28			28
		100	%		100	%
	Three Months Ended
	March 31,
	2010			2009
Net cash provided by operating activities - continuing operations	$	13,087		$	3,446
Capital expenditures	$	2,470		$	223
Depreciation	$	886		$	737
Bookings	$	77,221		$	55,827
	March 31,			December 31,
	2010			2009
Total backlog	$	411,739		$	434,475
Funded backlog	$	171,855		$	158,518
Employees		1,418			1,469

CONTACT:	Darrow Associates, Inc.
	Investors:
	Chris Witty
	646.438.9385
	cwitty@darrowir.com
	Sage Communications
	Media:
	Marisa Hagerman
	703.584.5637
	marisah@aboutsage.com