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): May 11, 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 May 10, 2004, Versar, Inc. announced via press release
the Company's results for its third quarter ended March 31, 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 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: May 11, 2004 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: Monday, May 10, 2004
Versar Announces Fourth Consecutive Profitable Quarter
And Record Total Contract Backlog
Springfield, VA, Monday, May 10, 2004 -- VERSAR, Inc. (Amex:
VSR) announced today that gross revenues for the third quarter of
fiscal year 2004 were $15,130,000, an increase of 13% over that
reported in same period of fiscal year 2003 and the Company's
fourth consecutive profitable quarter. The increase in gross
revenue is due to higher subcontracted mold remediation work. Net
income for the third quarter of fiscal year 2004 was $21,000
versus a loss of $455,000 in the third quarter of fiscal year
2003. Net income for the first three quarters of fiscal year
2004 was $730,000 versus a loss of $1,527,000 for the first three
quarters of fiscal year 2003.
Dr. Ted Prociv, President and CEO of VERSAR said, "I am pleased
with the third quarter's results as it is historically the
Company's most difficult quarter. Even though we encountered
unanticipated contract delays and lower levels of chemical surety
work, we were able to remain profitable."
Dr. Prociv also said, "I believe our future revenue and earnings
prospects have significantly improved. Our cost structure is in
balance with our business volume and our new orders have exceeded
our year to date revenues by 43%. With our recent contract
awards, VERSAR now has a funded contract backlog of $50 million
and our total contract funding capacity exceeds $350 million,
which is the highest level in the Company's history. With our
improved backlog, based on information we have now, I believe
VERSAR will have a strong fourth quarter."
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, 2003.
Contact: James Dobbs (703) 642-6712
Senior Vice President
Email: jdobbs@versar.com
Investor Relations Contact: Andrew J. Kaplan (732) 747-0702
Barry Kaplan Associates
623 River Road
Fair Haven, NJ 07704
Email: smallkap@aol.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 Nine-Month
Periods Ended March 31, Periods Ended March 31,
_______________________ _______________________
2004 2003 2004 2003
___________ ___________ ___________ ___________
GROSS REVENUE $ 15,130 $ 13,366 $ 43,023 $ 42,678
Purchased services and
materials, at cost 6,683 4,523 18,094 16,540
___________ ___________ ___________ ___________
NET SERVICE REVENUE 8,447 8,843 24,929 26,138
Direct costs of services
and overhead 6,956 7,314 19,877 21,167
Selling, general and
administrative expenses 1,427 1,415 4,192 4,473
Non-recurring charge --- --- --- 800
___________ ___________ ___________ ___________
OPERATING INCOME (LOSS) 64 114 860 (302)
OTHER EXPENSE
Interest expense 43 46 130 121
___________ ___________ ___________ ___________
INCOME (LOSS) BEFORE TAX 21 68 730 (423)
Income tax expense --- 523 --- 1,104
___________ ___________ ___________ ___________
NET INCOME (LOSS) $ 21 $ (455) $ 730 $ (1,527)
=========== =========== =========== ===========
NET INCOME (LOSS) PER
SHARE - BASIC $ --- $ (0.06) $ 0.10 $ (0.21)
=========== =========== =========== ===========
NET INCOME (LOSS) PER
SHARE - DILUTED $ --- $ (0.06) $ 0.10 $ (0.21)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING -
BASIC 7,304 7,227 7,275 7,227
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING -
DILUTED 7,737 7,227 7,583 7,227
=========== =========== =========== ===========
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