- Current report filing (8-K)
28 Outubro 2009 - 8:00AM
Edgar (US Regulatory)
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, 2009
DYNAMICS
RESEARCH CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
file number 001-34135
MASSACHUSETTS
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04-2211809
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(State
or other jurisdiction of Incorporation or organization)
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(I.R.S.
Employer Identification No.)
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60
FRONTAGE ROAD, ANDOVER, MASSACHUSETTS 01810-5498
(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))
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Item
2.02. Results of Operations and Financial
Condition
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Financial Results
On October
27, 2009, Dynamics Research Corporation issued a press release announcing
financial results as of and for the three and nine months
ended September 30, 2009. 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.
Non-GAAP
Financial Measures
The
attached press
release contains
non-GAAP
financial measures
. In evaluating the Company’s
performance, management uses certain non-GAAP financial measures to supplement
consolidated financial statements prepared under generally accepted accounting
principles in the United States (“GAAP”).
More
specifically, the Company uses the following non-GAAP financial measures:
non-GAAP operating profit, non-GAAP income before income taxes, non-GAAP
provision for income taxes, non-GAAP net income and non-GAAP earnings per
share.
The Company
uses these measures in its public statements. Management believes these non-GAAP
measures help indicate the Company’s operating performance before charges that
are considered by management to be outside on-going operating results.
Accordingly, management uses these non-GAAP measures to gain a better
understanding of the Company’s comparative operating performance from
period-to-period and as a basis for planning and forecasting future periods.
Management believes these non-GAAP measures, when read in conjunction with the
Company’s GAAP financials, provide useful information to investors by
offering:
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•
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the
ability to make more meaningful period-to-period comparisons of the
Company’s on-going operating results;
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•
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the
ability to better identify trends in the Company’s underlying business and
perform related trend analysis;
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•
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a
higher degree of transparency for certain expenses (particularly when a
specific charge impacts multiple line items);
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•
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a
better understanding of how management plans and measures the Company’s
underlying business; and
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•
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an
easier way to compare the Company’s most recent results of operations
against investor and analyst financial
models.
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The non-GAAP
measures used by the Company excludes the provision for litigation charge and
related tax effect that management believes is unusual and outside of the
Company’s on-going operations for the period presented in the press
release.
These
non-GAAP measures have limitations, however, because they do not include all
items of income and expense that impact the Company’s operations. Management
compensates for these limitations by also considering the Company’s GAAP
results. The non-GAAP financial measures the Company uses are not prepared in
accordance with, and should not be considered an alternative to, measurements
required by GAAP, such as operating loss, net loss and loss per share, and
should not be considered measures of the Company’s liquidity. The presentation
of this additional information is not meant to be considered in isolation or as
a substitute for the most directly comparable GAAP measures. In addition, these
non-GAAP financial measures may not be comparable to similar measures reported
by other companies.
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Item
9.01. Financial Statements and
Exhibits.
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(c)
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Exhibits
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Number
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99.1
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Press
release dated October 27,
2009.
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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.
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DYNAMICS
RESEARCH CORPORATION
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(Registrant)
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Date: October
27, 2009
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/s/
David Keleher
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Senior
Vice President, Chief Financial Officer and
Treasurer
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Exhibit
Index
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Exhibit
Number
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Exhibit
Name
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Location
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99.1
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Press
release dated October 27, 2009.
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Furnished
herewith*
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__________________________
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* 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.
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