====================================================================
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 12, 2003
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 12. Results of Operations and Financial Condition
In accordance with SEC Release No. 33-8255, the following
information is furnished.
On November 11, 2003, Versar, Inc. announced via press
release the Company's results for its first quarter ended
September 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.
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 12, 2003 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 11, 2003
Versar Announces Continued Financial Improvement in the First
Quarter of Fiscal Year 2004
Springfield, VA -- Monday, November 11, 2003 -- VERSAR, Inc.
(Amex: VSR) announced today that its net income for the first
quarter of fiscal year 2004 was $343,000, or $0.05 per share.
This is the second profitable quarter in a row and an improvement
over the net loss of $0.19 reported for the first quarter of
fiscal year 2003.
Operating income for the first quarter, ended September 30, 2003,
was $397,000 versus a loss of $969,000 in the first quarter of
fiscal year 2003. The significant improvement in operating
income is primarily due to cost reduction efforts implemented in
fiscal year 2003 to bring the Company's cost structure in-line
with its business volume and the absence of a non-recurring
restructuring charge.
Net service revenues for the first quarter of fiscal year 2004
were $8,229,000, an increase of 3% over that reported in fiscal
year 2003. The increase was a result of higher revenues in the
Company's Environmental segment in support of its expanding work
in mold remediation. The increase in net service revenue was
attained while there was a slight (2%) decrease in gross revenue
due to reduced subcontracted construction work from last year.
Funded Backlog improved by 28% from June 30, 2003, because the
Company obtained $23 million in new orders and now has a funded
backlog of $41 million at the end of the first quarter of fiscal
year 2004.
Dr. Ted Prociv, President and CEO of VERSAR said, "Our efforts to
transform VERSAR continue to bear fruit. The focus on homeland
defense, mold remediation and outsourcing of technical services
is leading the way to a stable and profitable company. We now
are placing our efforts on more fully exploiting our technology
and intellectual property strengths with a focused marketing
plan."
Dr. Prociv also said, "I am pleased with our continued financial
and marketing success. The recent addition of United Bank as our
financial partner to provide financing for working capital
purposes is encouraging and we believe that this will provide a
strong foundation to help VERSAR meet our Company's future
business growth."
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, 2003.
Contact: James Dobbs, Senior Vice President (703) 642-6712
Email: jdobbs@versar.com
_________________
4
VERSAR, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
For the Three-Month
Periods Ended September 30,
___________________________
2003 2002
___________________________
GROSS REVENUE $ 13,605 $ 13,884
Purchased services and materials,
at cost 5,376 5,860
___________ ____________
NET SERVICE REVENUE 8,229 8,024
Direct costs of services and overhead 6,452 6,725
Selling, general and
administrative expenses 1,380 1,468
Non-recurring charge --- 800
___________ ____________
OPERATING INCOME (LOSS) 397 (969)
OTHER EXPENSE
Interest expense 54 32
___________ ____________
INCOME BEFORE TAX 343 (1,001)
Income tax expense --- 400
___________ ____________
NET INCOME (LOSS) $ 343 $ (1,401)
=========== ============
NET INCOME (LOSS) PER
SHARE - BASIC AND DILUTED $ 0.05 $ (0.19)
=========== ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC 7,260 7,227
=========== ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED 7,518 7,227
=========== ============
5