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): September 18, 2003
VersarInc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9309 54-0852979
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(State or Other (Commission File (IRS Employer
Jurisdiction) Number) Identification No.)
6850 Versar Center, Springfield, Virginia 22151
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(Address of Principal Executive Offices)
(703) 750-3000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 12. Results of Operations and Financial Condition
In accordance with SEC Release No. 33-8255, the following
information is furnished. On September 16, 2003, Versar, Inc.
announced via press release the Company's results for its fourth
quarter ended June 30, 2003. A copy of the Company's press release
is attached hereto as Exhibit 99.1. This Form 8-K and the attached
exhibit are provided under Item 12 of Form 8-K and are furnished to,
but not filed with, the Securities and Exchange Commission.
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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.
VERSAR, INC.
Date: September 18, 2003 By /S/ Lawrence W. Sinnott
___________________________
Lawrence W. Sinnott
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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Exhibit 99.1
FOR IMMEDIATE RELEASE: TUESDAY, SEPTEMBER 16, 2003
VERSAR, INC. RETURNS TO PROFITABLITY IN FOURTH QUARTER
AND ANNOUNCES YEAR END RESULTS FOR FISCAL YEAR
Springfield, VA, Tuesday, September 16, 2003. VERSAR, Inc.
(Amex: VSR) announced today the final results for the fourth quarter
and fiscal year ended June 30, 2003. Net income for the fourth
quarter was $519,000, or $0.07 per share compared to a net loss of
$425,000, or ($0.06) per share for the previous year. The increase
was due to higher labor billability throughout the entire Company
and on-going cost reduction efforts to ensure that the Company's
cost structure is in line with its business volume. Operating
income for the fourth quarter of fiscal year 2003 was $564,000,
a significant improvement of $1,095,000 over the results reported
in the fourth quarter of fiscal year 2002. The higher operating
results were achieved despite a decline in gross revenues for the
fourth quarter of fiscal year 2003 which were $14,419,000, an 18%
decrease over the prior fiscal year.
Gross revenues for fiscal year 2003 were $57,097,000, a 16%
decrease compared to the results of fiscal year 2002. Sixty-seven
percent of the decrease is due to the expected wind down of the
STEPO protective suit contract. The balance is due to lower
construction work in the Company's Architecture and Engineering
segment. Operating income increased to $1,062,000, adjusted for
non-recurring charges of $800,000, as compared to $619,000 in
operating income in fiscal year 2002. During fiscal year 2003,
the Company increased its tax valuation allowance (non-cash) by
$1,097,000 due to the lower than projected earnings and non-
recurring charges recorded during the year. Net income, adjusted
for the non-recurring charges and the increase to the tax valuation
allowance of $1,897,000, was $889,000 compared to $79,000 in fiscal
year 2002.
Dr. Ted Prociv, President and CEO of Versar said "I am gratified
that our management team was able to anticipate the revenue
shortfalls earlier last year. As a result, we took the necessary
actions this year to reduce costs and restructure the Company in
a manner as to ensure consistent profitability going forward.
These actions resulted in a solidly profitable fourth quarter."
Dr. Prociv continued, "The ramifications of the September 11,
2001 attack continue to affect Versar as they also do to the
nation at large. Versar is well positioned in Homeland Defense
and will continue to expand that portion of our business in all
three business segments. This expansion occurred despite the
delay in government expenditures in the past year. In the long
term, Versar should significantly benefit from the increased
spending by all levels of government for Homeland Defense.
We will continue our efforts in obtaining larger contract
vehicles to provide for the expansion and sustainability
of Versar's future.
Versar, Inc., headquartered in Springfield, VA, is a publicly
held professional services firm supporting government and
industry in national defense/homeland defense programs,
environmental health and safety and infrastructure
revitalization. Versar operates a number of web sites,
including the corporate Web sites, http://www.versar.com,
http://www.homelanddefense.com, and http://www.geomet.com;
and a B2B portal for homeland defense products and services,
http://www.nbcprotect.com.
This press release contains forward-looking information.
The forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be significantly
impacted by certain risks and uncertainties described herein
and in Versar's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the year ended June 30,
2002.
Contact: James Dobbs, Senior Vice President
(703) 642-6712
Email: jdobbs@versar.com
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VERSAR, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
Years Ended June 30,
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2003 2002 2001
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GROSS REVENUE $57,097 $67,988 $65,816
Purchased services and
materials, at cost 21,917 29,799 26,335
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NET SERVICE REVENUE 35,180 38,189 39,481
Direct costs of services
and overhead 28,349 31,254 32,071
Selling, general and
administrative expenses 5,769 6,316 6,442
Non-recurring charge 800 --- (1,320)
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OPERATING INCOME (LOSS) 262 619 (352)
OTHER EXPENSE
Interest expense 166 203 438
Income tax expense 1,104 257 240
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(LOSS) INCOME FROM CONTINUING
OPERATIONS (1,008) 159 (1,030)
(LOSS) INCOME FROM DISCONTINUED
OPERATIONS (net of tax) --- (80) 243
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NET (LOSS) INCOME $(1,008) $ 79 $ (787)
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(LOSS) INCOME PER SHARE FROM
CONTINUING OPERATIONS -
BASIC AND DILUTED $ (.14) $ .02 $ (.16)
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(LOSS) INCOME PER SHARE FROM
DISCONTINUED OPERATIONS -
BASIC AND DILUTED $ --- $ (.01) $ .04
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NET (LOSS) INCOME PER SHARE -
BASIC AND DILUTED $ (.14) $ .01 $ (.12)
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WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC 7,231 6,709 6,470
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WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED 7,231 6,998 6,470
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