8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 2 to 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 30, 2011

DYNAMICS RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 000-02479

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

TWO TECH DRIVE, 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):

      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))

EXPLANATORY NOTE

This Amendment No. 2 to Current Report on Form 8-K of Dynamics Research Corporation (the "Company") is being provided to include, under Item 9.01(a) of the Company's Amendment No. 1 to Current Report on Form 8-K filed on September 16, 2011, unaudited statement of income and cash flow the six months ended June 30, 2010 of High Performance Technologies, Inc., and updated notes to financial statements related to such period.  Exhibit 99.1 on this Amendment No. 2 to Current Report on Form 8-K replaces in full Exhibit 99.1 attached to Amendment No. 1. to Current Report on Form 8-K filed on September 16, 2011.

Item 9.01 Financial Statements and Exhibits
	(a)	Financial Statements of Businesses Acquired
			Included with this Amendment No. 2 to Current Report on Form 8-K are the unaudited financial statements of High Performance Technologies, Inc. as follows:
			As of June 30, 2011 and for the six months ended June 30, 2011 and 2010: (*)
			Balance Sheet as of June 30, 2011 (unaudited)
			Statement of Income for the six months ended June 30, 2011 and 2010 (unaudited)
			Statement of Cash Flows for the six months ended June 30, 2011 and 2010 (unaudited)
			Notes to Interim Financial Statements (unaudited)
			Included with Amendment No. 1 to Current Report on Form 8-K filed on September 16, 2011 are the audited financial statements of High Performance Technologies, Inc. as follows:
			As of December 31, 2010 and 2009 and for the three years ended December 31, 2010:
			Report of Independent Auditors
			Balance Sheets as of December 31, 2010 and 2009 (audited)
			Statements of Income for the years ended December 31, 2010, 2009 and 2008 (audited)
			Statements of Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008 (audited)
			Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008 (audited)
			Notes to Financial Statements (audited)
		(*)	Note:  No procedures have been performed by Argy, Wiltse & Robinson, P.C. with respect to the June 30, 2011 or 2010 unaudited interim financial statements.
	(b)	Unaudited Pro Forma Financial Information
			Included with Amendment No. 1 to Current Report on Form 8-K filed on September 16, 2011 is the unaudited pro forma financial information, as follows:
			Pro Forma Combined Condensed Statement of Operations for the six months ended June 30, 2011
			Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2010
			Notes to Unaudited Pro Forma Combined Financial Statements
	(c)	Exhibits

Item Number	Description
2.1	Agreement and Plan of Merger, dated June 3, 2011, by and among Dynamics Research Corporation, DRC-Prize Acquisition, Inc., High Performance Technologies, Inc. and the principal equity holders named therein (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2011 and incorporated by reference herein).
23.1	Consent of Argy, Wiltse & Robinson, P.C. (Independent Auditors for High Performance Technologies, Inc.) (filed as Exhibit 23.1 to the Company's Amendment No. 1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2011, and incorporated by reference herein.)
99.1	Interim Unaudited Financial Statements of High Performance Technologies, Inc. for the six-month period ended June 30, 2011 and 2010.
99.2	Audited Financial Statements of High Performance Technologies, Inc. for the years ended December 31, 2010 and 2009. (filed as Exhibit 99.2 to the Company's Amendment No. 1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2011, and incorporated by reference herein.)
99.3	Unaudited Pro Forma Financial Information for the six-month period ended June 30, 2011 and the year ended December 31, 2010. (filed as Exhibit 99.3 to the Company's Amendment No. 1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2011, and incorporated by reference herein.)

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:  October ___, 2011	/s/ David Keleher
	Senior Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit Number	Exhibit Name	Location
2.1	Agreement and Plan of Merger, dated June 3, 2011, by and among Dynamics Research Corporation, DRC-Prize Acquisition, Inc., High Performance Technologies, Inc. and the principal equity holders named therein.	Exhibit 2.1 to Current Report on Form 8-K filed with the Commission on June 8, 2011.
23.1	Consent of Argy, Wiltse & Robinson, P.C. (Independent Auditors for High Performance Technology Inc.)	Exhibit 23.1 to Amendement No. 1 to Current Report on Form 8-K filed with the Commmission on September 16, 2011.
99.1	Interim Unaudited Financial Statements of High Performance Technologies, Inc. for the six-month period ended June 30, 2011 and 2010.*	*
99.2	Audited Financial Statements of High Performance Technologies, Inc. for the years ended December 31, 2010 and 2009.	Exhibit 99.2 to Amendment No. 1 to Current Report on Form 8-K filed with the Commission on September 16, 2011.
99.3	Unaudited Pro Forma Financial Information for the six-month period ended June 30, 2011 and the year ended December 31, 2010.	Exhibit 99.3 to Amendement No. 1 to Current Report on Form 8-K filed with the Commission on September 16, 2011.

*  Filed herewith

EX-99.1

Exhibit 99.1

HIGH PERFORMANCE TECHNOLOGIES, INC.

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010

HIGH PERFORMANCE TECHNOLOGIES, INC

FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010

CONTENTS

	Page
Financial Statements
Balance Sheet	2
Statement of Income	3
Statement of Cash Flows	4
Notes to the Financial Statements	5 - 10

HIGH PERFORMANCE TECHNOLOGIES, INC.

BALANCE SHEET (Unaudited)

JUNE 30, 2011

 (in thousands, except share data)

ASSETS
Current assets
Cash and cash equivalents	$	1,090
Contract receivables, net		22,097
Notes receivable from employees		151
Prepaid expenses and other current assets		855
Total current assets		24,193
Notes receivable from employees		39
Property and equipment, net		2,273
Deposits		5
Total assets	$	26,510
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	13,879
Billings in excess of revenue recognized		292
Deferred rent		159
Income tax payable		129
Deferred state income taxes		124
Total current liabilities		14,583
Deferred rent		1,640
Total liabilities		16,223
Commitments
Stockholders’ equity
Common stock, $0.01 par value, 1,000 shares authorized; 100 shares issued and outstanding		-
Retained earnings		10,287
Total stockholders’ equity		10,287
Total liabilities and stockholders’ equity	$	26,510

The accompanying notes are an integral part of these financial statements.

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HIGH PERFORMANCE TECHNOLOGIES, INC.

STATEMENT OF INCOME (Unaudited)

 (in thousands)

	Six Months Ended
	June 30,
	2011			2010
Contract revenue
Services	$	53,355		$	40,417
Other		212			237
Total contract revenue		53,567			40,654
Costs of revenue
Cost of services revenue		41,258			34,004
Cost of other revenue		205			223
General and administrative		4,358			3,427
Depreciation and amortization		333			328
Stock compensation expense		1,631			447
Total costs of revenue		47,785			38,429
Operating income		5,782			2,225
Other income (expense)
Interest and other income		26			2
Interest expense		(5	)		(5	)
Total other (expense) income		21			(3	)
Income before state income taxes		5,803			2,222
Provision for state income taxes		(144	)		-
Net income	$	5,659		$	2,222

The accompanying notes are an integral part of these financial statements.

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HIGH PERFORMANCE TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2011			2010
Cash flows from operating activities:
Net income	$	5,659		$	2,222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		333			328
Deferred rent		(71	)		(31	)
Employee stock compensation		1,631			447
Changes in operating assets and liabilities:
Contract receivables		(3,789	)		596
Prepaid expenses and other current assets		(92	)		316
Accounts payable and accrued expenses		1,492			2,812
Income taxes payable		129			-
Billings in excess of revenue recognized		15			5
Total adjustments		(352	)		4,473
Net cash provided by operating activities		5,307			6,695
Cash flows from investing activities:
Decrease (increase) in notes receivable from employees		5,818			(24	)
Purchases of property and equipment		(208	)		(66	)
Increase in deposits		(46	)		(63	)
Net cash used in investing activities		5,564			(153	)
Cash flows from financing activities:
Proceeds from the sale of common stock		10			2
Repurchase of common stock		(348	)		-
Repurchase of  stock options at acquistion		(26,080	)		-
Net distributions to stockholders		(1,167	)		(1,605	)
Net cash used in financing activities		(27,585	)		(1,603	)
Net increase in cash		(16,714	)		4,939
Cash at the beginning of the year		17,804			13,597
Cash at the end of the year	$	1,090		$	18,536

The accompanying notes are an integral part of these financial statements.

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HIGH PERFORMANCE TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

High Performance Technologies, Inc. (the Company) was incorporated on November 27, 1991, under the laws of the State of Florida.  The Company integrates concept, design, and development to help its customers successfully achieve their strategic information technology goals by providing a full range of services in Mission Critical Systems Engineering and Development, Performance Based Architecture and Applied Science.

Mission Critical Systems Engineering and Development fuses creativity and discipline into development and implementation of flexible scalable solutions.

Performance Based Architecture provides the concept for a successful program.

Applied Science work within government R&D laboratories provides unique insight into tomorrow’s needs, mitigating the risk of technology adoption in a program’s design.

On June 30, 2011, the Company sold 100% of its outstanding shares to Dynamics Research Corporation (“DRC”) for $143 million in cash.  The terms of the transaction and the consideration paid by DRC to the Company were a result of arm’s length negotiations between the representatives of both parties. Prior to the completion of the transaction, the Company did not have a material relationship with DRC.

The significant accounting policies followed by the Company are described below.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Such estimates also affect the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from estimates under different assumptions or conditions.

Revenue recognition

Revenue from cost-reimbursable contracts is recognized on the basis of reimbursable contract costs incurred during the period, increased by the applicable overhead and general and administrative costs, plus a percentage of the fixed fee.  Revenue from time and material contracts is recognized on the basis of man-hours utilized, plus other reimbursable contract costs incurred during the period.  Revenue from firm-fixed price contracts is recognized on either the proportional performance method or on a straight-line basis.  The proportional performance method is used when a certain level of effort is specified and costs incurred provide a reasonable surrogate for the output measurement of contract performance.   Under the proportional performance method, individual contract revenue earned is measured by the percentage of contract costs incurred bear to management’s estimate of total contract costs to be incurred at completion.  When services are performed, or are expected to be performed consistently throughout an arrangement, revenue on those fixed-price contracts is recognized ratably over the period benefited.

Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and revenue, and are recognized in the period in which such revisions are determined.

Service revenue includes revenue derived from labor intensive contracts and related reimbursement of expenses associated with those contracts. Other revenue includes revenue derived from the sale of hardware and software products associated with systems integration contracts.

Multiple agencies of the federal government directly or indirectly provided the majority of the Company’s contract revenue during the six months ended June 30, 2011 and 2010.

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Federal government contract costs for 2007 through the six months ended June 30, 2011, including indirect costs, are subject to audit and adjustment by the Defense Contract Audit Agency.  Contract revenue has been recorded in amounts that are expected to be realized upon final settlement.

Costs of revenue

Costs of revenue include all direct contract costs, as well as indirect overhead costs and selling, general and administrative expenses that are allowable and allocable to contracts under federal procurement standards.  Costs of revenue also include costs and expenses that are unallowable under applicable procurement standards, and are not allocable to contracts for billing purposes.  Such costs and expenses do not directly generate revenues, but are necessary for business operations.

Cash equivalents

The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

Contract receivables

Contract receivables are generated from prime and subcontracting arrangements with federal governmental agencies and various commercial entities.  Billed amounts represent invoices that have been prepared and sent to the customer.  Unbilled amounts represent costs and anticipated profits awaiting milestones to bill.  Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions.  Management believes that the recorded allowance for doubtful accounts is adequate.

Billed contract receivables are considered past due if the invoice has been outstanding more than 30 days.  The Company does not charge interest on billed contract receivables; however, federal governmental agencies generally pay interest on invoices outstanding more than 30 days.  The Company records interest income from federal governmental agencies when received.

Property and equipment

Property and equipment is stated at cost.  Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired, or otherwise disposed of, the cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation and amortization of property and equipment is computed using the straight-line method over the estimated useful lives of the assets of three to seven years.  Amortization of leasehold improvements is computed using the straight-line basis over the lesser of the estimated useful lives of the underlying assets or the terms of the related leases.

Income taxes

The Company has elected to be treated as an S Corporation under Subchapter S of the Internal Revenue Code, which provides that, in lieu of corporate income taxes, the stockholders separately account for their pro rata share of the Company’s items of income, deductions, losses and credits.  Consequently, the Company is not liable for federal or state income taxes, except to the extent the Company operates in jurisdictions that do not recognize S Corporation status, such as the District of Columbia, where the Company pays a franchise tax, and the State of New Jersey, where the Company is taxed as a C Corporation.  A provision of $144,000 for state income taxes is reflected in the accompanying financial statements.

In accordance with authoritative guidance on accounting for uncertainty in income taxes issued by the Financial Accounting Standards Board (FASB), management has evaluated the Company’s tax positions and has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance.  The Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years ended December 31, 2006 and prior.

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Stock-based compensation

The Company accounts for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values.  Under authoritative guidance issued by the FASB, companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model.  The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statements of income.  The Company uses the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards.

The Company utilizes the prospective transition method, which requires the application of the accounting standard to new awards made, as well as awards from previous years that have been modified, repurchased, or cancelled after December 31, 2005.  The Company continues to account for any portion of awards outstanding at December 31, 2005 using the accounting principles originally applied to those awards (either the minimum value method, or the authoritative guidance for accounting for certain transactions involving stock compensation).  Under these methods, the Company did not recognize any compensation cost during 2010 or the six months ended June 30, 2011 for stock options and other awards to employees and directors granted prior to January 1, 2006.

Valuation of long-lived assets

The Company accounts for the valuation of long-lived assets under authoritative guidance issued by the FASB, which requires that long-lived assets and certain intangible assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of such an asset may not be recoverable.  Recoverability of the long-lived assets is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the assets.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

No indicators of impairment were identified for the six months ended June 30, 2011.

Concentrations of credit risk

The Company’s assets that are exposed to credit risk consist primarily of cash and contract receivables.  Contract receivables consist primarily of amounts due from various agencies of the federal government or prime contractors doing business with the federal government.  Historically, the Company has not experienced significant losses related to contract receivables and, therefore, believes that the credit risk related to contract receivables is minimal.  The Company maintains cash balances that may at times exceed federally insured limits.  Cash balances are maintained at high-quality financial institutions and the Company believes the credit risk related to these cash balances is minimal.

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NOTE 2 - CONTRACT RECEIVABLES AND BILLINGS IN EXCESS OF REVENUE RECOGNIZED

Contract receivables consist of the following at June 30, 2011 (in thousands):

Billed receivables	$	11,164
Unbilled receivables:
Amounts currently billable		12,258
Indirect rate variances, net		(288	)
		23,134
Less: allowance for doubtful accounts		(1,037	)
	$	22,097
Billings in excess of revenue recognized	$	292

Billings in excess of revenue recognized are comprised primarily of timing differences between billings (which are determined based upon contractually set milestones) and amounts recognized as earned (which are based upon costs incurred and contract performance).

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31 (in thousands):

Leasehold improvements	$	2,064
Computer hardware and software		2,069
Office furniture and fixtures		1,255
		5,388
Less: accumulated depreciation and amortization		(3,115	)
	$	2,273

Depreciation and amortization expense on property and equipment totaled $333,000 for the six months ended June 30, 2011.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following at June 30, 2011 (in thousands):

Accounts payable and accrued expenses	$	6,739
Accrued salaries and related liabilities		7,140
	$	13,879

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NOTE 5 - BANK LINE-OF-CREDIT

The Company had a bank line-of-credit that was limited to the lesser of $4.5 million or 80% - 90% of eligible billed contracts receivable.  Borrowings under this line-of-credit agreement were due on demand, were secured by all assets of the Company, and bear interest at LIBOR plus a margin of 2% (2.25% at June 30, 2011).  This agreement expired on June 30, 2011.

The bank line-of-credit agreement includes financial covenants requiring the Company to maintain certain financial ratios.

NOTE 6 - RETIREMENT PLAN

The Company maintains a defined contribution 401(k) profit sharing plan (the Plan) for all employees who are over the age of 21. Participants may make voluntary contributions up to the maximum amount allowable by law. Company contributions to the Plan are at the discretion of management and vest to the participants ratably over a five-year period, beginning with the second year of participation.  The Company recorded contributions to the Plan of $558,827 and $1,135,074 for the six months ended June 30, 2011 and 2010, respectively.

NOTE 7 - STOCKHOLDER’S EQUITY

Common stock transactions

During the six months ended June 30, 2011, the Company repurchased 1,467 shares of common stock for $347,562.

Incentive stock option plan

Under the terms of the Company’s Incentive Stock Option Plan, the Company may grant options for up to 1,000,000 shares of Common Stock - 1 vote per share. The exercise price of each option is equal to or greater than the market price of the Company’s stock on the date of the grant. The Board of Directors shall fix the term and the vesting of all options issued under this plan; however, in no event will the term exceed 10 years.

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted average assumptions noted in the following table:

Expected volatility	30	%
Expected dividend yield	0	%
Expected option term (in years)	10
Risk-free interest rate	3.18	%

The expected volatility of the options granted was estimated using the historical volatility of share prices of publicly traded companies within the same or similar industry as a substitute for the historical volatility of the Company’s common shares, which is not determinable without an active external or internal market.  The expected dividends are based on the Company’s historical estimated issuance and management’s expectations for dividend issuance in the future.  The expected term of options granted represents the period of time that options granted are expected to be outstanding.  The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

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Presented below is a summary of the status of the stock options under the Stock Option Plan for the six months ended June 30, 2011:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2010		258,835		$	15.38
Granted		5,000		$	102.59
Exercised		(8,973	)	$	17.35
Forfeited or expired		(12,252	)	$	26.70
Accelerated and repurchased at acquisition		(242,610	)	$	17.08
Outstanding at June 30, 2011		-		$	-	-

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2011 was $102.59.  No options were granted during the six months ended June 30, 2010. The intrinsic value of stock options exercised during the six months ended June 30, 2011 and 2010 totaled $331,518 and $62,220, respectively. The Company charged compensation expense of $1,631,030 and $446,804 to operations during the six months ended June 30, 2011 and 2010, respectively.  During the six months ended June 30, 2011 and 2010, cash received under all share-based compensation arrangements totaled $17,205 and $2,600, respectively.

As a result of the acquisition of the Company by DRC on June 30, 2011, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan subsequent to December 31, 2006.  The total fair value of the shares under stock options granted that vested during the six months ended June 30, 2011 and 2010 totaled $346,157 and $528,590, respectively.

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