---------------------------------------------------------------------
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): November 10, 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)
--------------------------------------------------------------------
Item 2.02. Results of Operations and Financial Condition
In accordance with SEC Release No. 33-8255, the following
information is furnished.
On November 9, 2004, Versar, Inc. announced via press
release the Company's results for its first quarter ended October
1, 2004. 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 2.02 of Form 8-K and are furnished to,
but not filed with, the Securities and Exchange Commission.
2
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: November 10, By
/S/ Lawrence W. Sinnott
____________________________
Lawrence W. Sinnott
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
3
Exhibit 99.1
FOR IMMEDIATE RELEASE: TUESDAY, NOVEMBER 9, 2004
Versar Announces Sixth Consecutive Profitable Quarter with
Growing Revenue and Profitability
Springfield, VA, Tuesday, November 9, 2004 VERSAR, Inc. (Amex:
VSR) announced today the financial results for the first quarter
of fiscal year 2005 ended October 1, 2004. Gross revenue for the
first quarter of fiscal year 2005 was $19,114,000, a 40%
increase from gross revenue of $13,605,000 in the same period
last year. The increase was attributable to larger construction
contracts that the Company is performing. These construction
contracts utilize significant subcontractor efforts, resulting in
the Purchased Services and Materials increasing by $4,551,000.
Net income for the first quarter of fiscal year 2005 was
$407,000, an increase of 19% from the same period last fiscal
year. Net income per share remains at $.05 per share despite the
increase in the number of shares outstanding which occurred late
last year.
Dr. Ted Prociv, President and CEO of VERSAR said, "Versar
continues to focus on growing our business opportunities with
both the federal government and private industry. We are in the
process of performing several large projects which I believe will
have a positive impact over the next few months. We are
committed to not only top line revenue growth but also bottom
line net income improvement. Versar has a number of outstanding
opportunities which I am confident will result in improvement in
revenue and profitability."
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 and http://www.dtaps.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, 2004.
Contact: James Dobbs (703) 642-6712 Email: jdobbs@versar.com
_________________
4
VERSAR, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
October 1, September 30,
2004 2003
------------ ------------
GROSS REVENUE $ 19,114 $ 13,605
Purchased services and
materials, at cost 9,927 5,376
------------ ------------
NET SERVICE REVENUE 9,187 8,229
Direct costs of services
and overhead 7,277 6,452
Selling, general and
administrative expenses 1,490 1,380
------------ ------------
OPERATING INCOME 420 397
OTHER EXPENSE
Interest expense 13 54
------------ ------------
INCOME BEFORE TAX 407 343
Income tax expense --- ---
------------ ------------
NET INCOME $ 407 $ 343
============ ============
NET INCOME PER SHARE -
BASIC AND DILUTED $ 0.05 $ 0.05
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC 7,846 7,260
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED 8,312 7,518
============ ============
5