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) October 27, 2004

DYNAMICS RESEARCH CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

000-023479	042-2211809
(Commission File Number)	(IRS Employer Identification No.)
60 Frontage Road Andover, Massachusetts	01810
(Address of Principal Executive Offices)	(Zip Code)

(978) 475-9090

(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))

TABLE OF CONTENTS

Section 2 – Financial Information
	Item 2.02. Results of Operations and Financial Condition
Section 9 – Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-99.1 Press Release Dated 10/27/2004

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

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.

On October 27, 2004, Dynamics Research Corporation issued a press release announcing financial results as of and for the three and nine months ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

          Number

99.1 Press release dated October 27, 2004.

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)
	By:	/s/ David Keleher
		David Keleher
October 27, 2004		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Exhibit Name	Location
99.1	Press release dated October 27, 2004.	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

60 FRONTAGE ROAD, ANDOVER, MASSACHUSETTS 01810 TEL. 978/475-9090 FAX: 978/474-9204

DYNAMICS RESEARCH CORPORATION

REPORTS RECORD THIRD QUARTER 2004 REVENUE

Up 13% over last year

Andover, Mass.—October 27, 2004—Dynamics Research Corporation (Nasdaq: DRCO) today reported record revenues of $70.5 million and earnings from continuing operations of $2.3 million, or $0.25 per diluted share, for the third quarter ended September 30, 2004. This compares with revenues of $62.4 million and earnings from continuing operations of $2.4 million, or $0.27 per diluted share, for the same period in 2003.

For the nine months ended September 30, 2004, DRC reported earnings from continuing operations of $6.5 million, or $0.72 per diluted share, on revenues of $197.5 million. For the first nine months of 2003, DRC’s earnings from continuing operations were $6.0 million, or $0.68 per diluted share, on revenues of $183.2 million.

Results for the third quarter and nine months ended September 30, 2004, include revenues and net income from the acquisition of Impact Innovations Group, LLC, effective September 1, 2004.

Regarding results for the quarter, James P. Regan, chairman and chief executive officer, said, “This was another busy and productive quarter for us. The impressive list of accomplishments in the quarter includes: completing the strategically important acquisition of Impact Innovations and the financing to support it; fully implementing a major reorganization around our markets and solutions offerings effective at the beginning of the quarter; and successfully completing the integration the Impact Innovations business units into the new organizational structure. At the same time we remained focused on cash collections to reduce our revolving credit debt. I am increasingly optimistic about the prospects for the balance of 2004 and beyond, based on the strength of the markets that we serve and the improving trends we are seeing in our new business development results”.

DRC confirmed guidance for the fourth quarter of 2004 with revenues expected to be in the range of $78 to $80 million and earnings per diluted share from continuing operations expected to be in the range of $0.28 to $0.31.

The company will conduct a conference call tomorrow at 8:30 a.m. ET to discuss its third quarter results and the outlook for the remainder of 2004 and 2005 in more detail. The call will be available via telephone at (888) 569-5033, 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 (888) 203-1112, passcode #885651, beginning at 10:30 a.m. ET October 28, 2004 through 11:59 p.m. ET November 4, 2004.

About Dynamics Research Corporation

Dynamics Research Corporation is an innovative solutions provider that partners with its customers to apply proven processes and technologies. For nearly 50 years, DRC has delivered technical and information technology services that enhance the performance and cost effectiveness of its

customers’ mission critical systems. For additional information about DRC please visit the website at www.drc.com.

Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Some of the statements contained or implied in this news release, may be considered forward-looking statements, that are subject to material risks and uncertainties. Actual results could differ materially from these forward-looking statements. For more detailed information concerning how risks and uncertainties could affect the company’s financial results, please refer to DRC’s report Form 10-K and other reports filed with the SEC. The company assumes no obligation to update any forward-looking information.

CONTACT:        Elise P. Caffrey, Vice President & Treasurer
(978) 475-9090, Ext. 1309

ATTACHMENT I

DYNAMICS RESEARCH CORPORATION

RESULTS OF OPERATIONS (unaudited)

(in thousands, except share and per share data)

	Three months ended
	September 30,
	2004			2003
Contract revenue	$	68,659		$	60,602
Product sales		1,792			1,830
Total revenue		70,451			62,432
Cost of contract revenue		58,022			51,386
Cost of product sales		1,274			1,342
Selling, general and administrative expenses		6,141			5,018
Amortization of intangible assets		573			423
Total operating costs and expenses		66,010			58,169
Operating income		4,441			4,263
Interest expense, net		(559	)		(182	)
Other income		48			51
Income from continuing operations before provision for income taxes		3,930			4,132
Provision for income taxes		1,662			1,745
Income from continuing operations		2,268			2,387
Loss from discontinued operations, net of taxes		—			(147	)
Net income	$	2,268		$	2,240
NET EARNINGS PER COMMON SHARE
Basic
Income from continuing operations	$	0.27		$	0.29
Loss from discontinued operations		—			(0.02	)
Net earnings per common share	$	0.27		$	0.27
Diluted
Income from continuing operations	$	0.25		$	0.27
Loss from discontinued operations		—			(0.02	)
Net earnings per common share	$	0.25		$	0.25
Weighted average shares outstanding
Weighted average shares outstanding — basic		8,538,353			8,259,833
Dilutive effect of options		551,109			735,157
Weighted average shares outstanding — diluted		9,089,462			8,994,990

ATTACHMENT II

DYNAMICS RESEARCH CORPORATION

RESULTS OF OPERATIONS (unaudited)

(in thousands, except share and per share data)

	Nine months ended
	September 30,
	2004			2003
Contract revenue	$	192,361		$	177,840
Product sales		5,108			5,336
Total revenue		197,469			183,176
Cost of contract revenue		164,017			150,389
Cost of product sales		3,774			3,877
Selling, general and administrative expenses		16,411			16,908
Amortization of intangible assets		1,335			1,301
Total operating costs and expenses		185,537			172,475
Operating income		11,932			10,701
Interest expense, net		(1,133	)		(696	)
Other income		485			131
Income from continuing operations before provision for income taxes		11,284			10,136
Provision for income taxes		4,773			4,159
Income from continuing operations		6,511			5,977
Loss from discontinued operations, net of taxes		—			(1,360	)
Loss on disposal of discontinued operations, net of taxes		—			(233	)
Net income	$	6,511		$	4,384
NET EARNINGS PER COMMON SHARE
Basic
Income from continuing operations	$	0.77		$	0.73
Loss from discontinued operations		—			(0.16	)
Loss on disposal of discontinued operations		—			(0.03	)
Net earnings per common share	$	0.77		$	0.54
Diluted
Income from continuing operations	$	0.72		$	0.68
Loss from discontinued operations		—			(0.15	)
Loss on disposal of discontinued operations		—			(0.03	)
Net earnings per common share	$	0.72		$	0.50
Weighted average shares outstanding
Weighted average shares outstanding — basic		8,464,854			8,192,299
Dilutive effect of options		567,252			584,324
Weighted average shares outstanding — diluted		9,032,106			8,776,623

ATTACHMENT III

DYNAMICS RESEARCH CORPORATION

CONDENSED BALANCE SHEETS (unaudited)

(in thousands)

	September 30,		December 31,
	2004		2003
Assets
Cash and cash equivalents	$	150	$	2,724
Accounts receivable, net of allowances		49,134		28,251
Unbilled expenditures and fees on contracts in process		45,352		34,257
Prepaid expenses and other current assets		1,871		2,145
Total current assets		96,507		67,377
Property, plant and equipment, net		21,903		20,672
Deferred income taxes		1,032		2,337
Goodwill		64,109		26,711
Intangible assets, net		12,508		2,343
Other noncurrent assets		4,842		1,630
Total noncurrent assets		104,394		53,693
Total assets	$	200,901	$	121,070
Liabilities and stockholders’ equity
Current portion of long-term debt	$	8,356	$	500
Notes payable and revolver		15,404		8,500
Accounts payable		16,564		13,351
Accrued payroll and employee benefits		19,060		15,657
Deferred income taxes		9,569		9,698
Other accrued expenses		6,688		2,371
Discontinued operations		401		778
Total current liabilities		76,042		50,855
Long-term debt, less current portion		52,920		7,750
Accrued pension liability		10,208		12,030
Other long-term liabilities		1,880		1,386
Discontinued operations		—		398
Total long-term liabilities		65,008		21,564
Total liabilities		141,050		72,419
Stockholders’ equity		59,851		48,651
Total liabilities and stockholders’ equity	$	200,901	$	121,070

ATTACHMENT IV

DYNAMICS RESEARCH CORPORATION

SUPPLEMENTAL INFORMATION (unaudited)

(dollars in thousands)

	Three months ended				Nine months ended
	September 30,				September 30,
	2004		2003		2004		2003
Capital expenditures — continuing operations	$	1,149	$	2,188	$	3,331	$	5,416
Capital expenditures — total company	$	1,149	$	2,188	$	3,331	$	5,416
Depreciation — continuing operations	$	876	$	689	$	2,648	$	2,248
Depreciation — total company	$	876	$	689	$	2,648	$	2,301
Bookings — continuing operations	$	70,096	$	51,426	$	190,199	$	181,250
Bookings — total company	$	70,096	$	51,426	$	190,199	$	183,191

	September 30,
	2004		2003
Funded backlog — continuing operations	$	151,042	$	109,172
Funded backlog — total company	$	151,042	$	109,172
Employees — continuing operations		1,975		1,758
Employees — total company		1,975		1,760