________________________________________________________________________
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 16, 2004
VersarInc.
_________________________________________________________________________
(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 September 15, 2004, Versar, Inc. announced via press
release the Company's results for its fourth quarter ended June
30, 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.
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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 16, 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: Wednesday, September 15, 2004
Versar Announces Solid Year End Results along with Its Fifth
Consecutive Profitable Quarter
Springfield, VA, Wednesday, September 15, 2004 VERSAR, Inc.
(Amex: VSR) today announced positive financial results for the
fiscal year ending June 30, 2004. Net income for fiscal year 2004
was $1,191,000 or $0.16 per share compared to a loss of
$1,008,000, $0.14 per share or approximately a $2.2 million or a
$.40 per share improvement over last year. Operating income
increased in fiscal year 2004 by $1,015,000 over the prior fiscal
year on gross revenue of $60,454,000, a 6% increase compared to
gross revenue for the prior fiscal year. The improved financial
results are the result of last year's restructuring program along
with rebuilding the Company for future growth.
Versar finished the year with a funded backlog of $46 million, a
44% increase over that reported at the end of the prior fiscal
year. In addition, total contract backlog (backlog the Company
expects to book with existing unfunded multi-year contracts)
increased to an all time high of $370 million. This was due to
the award of several new large, multi-year contracts as well as
winning all of its contracts that were up for re-compete in
fiscal year 2004.
Versar's balance sheet was strengthened so that as of June 30,
2004, the Company completely repaid its line of credit and held
approximately $817,000 in cash. Versar now has approximately $6
million of working capital for future business growth. The
Company's equity has now exceeded $10 million and the balance
sheet ratios exceed industry averages.
Gross revenue for the fourth quarter was $17,431,000, a 21%
increase over the same quarter of fiscal year 2003. Net income
for the fourth quarter was $461,000 or $0.06 per share compared
to $519,000 or $0.07 per share for the fourth quarter the
previous year. The slight drop in profitability in the fourth
quarter 2004 was due to unplanned costs as a result of new
regulatory requirements in the Company's chemical and biological
laboratories.
Dr. Ted Prociv, President and CEO of Versar said "The operational
and financial results for fiscal year 2004 create a strong
foundation for future success. The results of our restructuring
and focus on the federal marketplace have led to a new, directed
organization which will allow us to take advantage of the
tremendous business opportunities in the infrastructure and
national security marketplaces. Five profitable quarters, a
growing backlog and strengthened balance sheet, now enables
Versar to focus on growth; both on the top and bottom line."
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
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VERSAR, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
Years Ended June 30,
_____________________________________
2004 2003 2002
___________ ___________ ___________
GROSS REVENUE . . . . . . . . . . $ 60,454 $ 57,097 $ 67,988
Purchased services and
materials, at cost. . . . . . 26,482 21,917 29,799
___________ ___________ ___________
NET SERVICE REVENUE . . . . . . . 33,972 35,180 38,189
Direct costs of services and
overhead. . . . . . . . . . . 27,231 28,349 31,254
Selling, general and
administrative expenses . . . 5,464 5,769 6,316
Non-recurring charge. . . . . . --- 800 ---
___________ ___________ ___________
OPERATING INCOME. . . . . . . . . 1,277 262 619
OTHER EXPENSE
Interest expense. . . . . . . . 153 166 203
Income tax (benefit) expense. . (67) 1,104 257
___________ ___________ ___________
INCOME (LOSS) FROM CONTINUING
OPERATIONS. . . . . . . . . . . 1,191 (1,008) 159
LOSS FROM DISCONTINUED OPERATIONS
(net of tax). . . . . . . . . . ___________ ___________ ___________
NET INCOME (LOSS) . . . . . . . . $ 1,191 $ (1,008) $ 79
=========== =========== ===========
INCOME (LOSS) PER SHARE FROM
CONTINUING OPERATIONS -
BASIC AND DILUTED . . . . . . . $ .16 $ (.14) $ .02
=========== =========== ===========
LOSS PER SHARE FROM
DISCONTINUED OPERATIONS -
BASIC AND DILUTED . . . . . . . $ --- $ --- $ (.01)
=========== =========== ===========
NET INCOME (LOSS) PER SHARE -
BASIC AND DILLUTED. . . . . . . $ .16 $ (.14) $ .01
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC. . . 7,360 7,231 6,709
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED. . 7,675 7,231 6,998
=========== =========== ===========
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