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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): February 13, 2004
VERSAR INC.
_____________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9309 54-0852979
_____________________ __________________ ___________________
(State or Other (Commission File (IRS Employer
Jurisdiction) Number) Identification No.)
6850 Versar Center, Springfield, Virginia 22151
_______________________________________________
(Address of Principal Executive Offices)
(703) 750-3000
______________
(Registrant's Telephone Number, Including Area Code)
Not Applicable
______________
(Former Name or Former Address, if Changed Since Last Report)
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Item 12. Results of Operations and Financial Condition
In accordance with SEC Release No. 33-8255, the following
information is furnished.
On February 12, 2004, Versar, Inc. announced via press
release the Company's results for its second quarter ended
December 31, 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.
/S/ Lawrence W. Sinnott
Date: February 13, 2004 By____________________________
Lawrence W. Sinnott
Senior Vice President, Chief
Financial Officer
and Treasurer
(Principal Financial Officer)
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Exhibit 99.1
FOR IMMEDIATE RELEASE: THURSDAY, FEBRUARY 12, 2004
Versar Announces Third Consecutive Profitable Quarter 2004 And
Continued Growth in Funded Backlog.
Springfield, VA, Thursday, February 12, 2004 -- VERSAR, Inc.
(Amex: VSR) announced today the second quarter results of fiscal
year 2004. Net Income for the second quarter of fiscal year 2004
was $366,000, or $0.05 per share. The performance for the second
quarter was slightly improved over that reported in fiscal year
2003 as the Company continues to transform the business to the
changes in the business marketplace.
Funded Backlog improved by 38% from June 30, 2003 as the Company
obtained $40 million of new orders in the first six months of
fiscal year 2004 and now has funded backlog of $44 million as of
December 31, 2003.
Gross revenues for the second quarter of fiscal year 2004 were
$14,288,000 a decrease of 7% over that reported in the same
period in fiscal year 2003. The decrease is due to contract
funding delays for construction work and the completion of the
Company's STEPO contract in the Architecture and Engineering and
Defense segments respectively. Such decreases were offset in
part by increased gross revenue in the Company's Environmental
segment, primarily in the area of mold remediation.
Dr. Ted Prociv, President and CEO of VERSAR said, "The second
quarter of fiscal year 2004 is a continuance of our planned
efforts outlined in the last fiscal year to provide a stable
business base with consistent earnings. With recent contract
awards, our contract backlog continues to increase as we look to
translate such increases in to higher revenue and improved
earnings."
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,
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, 2003.
Contact: James Dobbs (703) 642-6712 Email: jdobbs@versar.com
_________________
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VERSAR, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
For the Three-Month For the Six-Month
Periods Ended December 31, Periods Ended December 31,
__________________________ __________________________
2003 2002 2003 2002
____________ ____________ ____________ ____________
GROSS REVENUE $ 14,288 $ 15,428 $ 27,893 $ 29,312
Purchased services
and materials,
at cost 6,035 6,157 11,411 12,017
____________ ____________ ____________ ____________
NET SERVICE REVENUE 8,253 9,271 16,482 17,295
Direct costs of
services and
overhead 6,469 7,129 12,921 13,854
Selling, general and
administrative
expenses 1,385 1,589 2,765 3,057
Non-recurring charge --- --- --- 800
____________ ____________ ____________ ____________
OPERATING INCOME
(LOSS) 399 553 796 (416)
OTHER EXPENSE
Interest expense 33 43 87 75
____________ ____________ ____________ ____________
INCOME (LOSS)
BEFORE TAX 366 510 709 (491)
Income tax expense --- 181 --- 581
____________ ____________ ____________ ____________
NET INCOME (LOSS) $ 366 $ 329 $ 709 $ (1,072)
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NET INCOME (LOSS)
PER SHARE -
BASIC $ 0.05 $ 0.05 $ 0.10 $ (0.15)
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NET INCOME (LOSS)
PER SHARE -
DILUTED $ 0.05 $ 0.05 $ 0.09 $ (0.15)
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WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING -
BASIC 7,262 7,227 7,261 7,227
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WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING -
DILUTED 7,569 7,247 7,548 7,227
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