##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended July 1, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-21682
 SPARTA, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    63-0775889(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)25531 Commercentre Drive, Suite 120, Lake Forest, CA
    
    92630-8874(Address of principal executive offices)
    
    (Zip Code)
 (949) 768-8161  (Registrants telephone number, including area code)
 Not Applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o o þ
 o þ




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##### 



SPARTA, Inc.
   PART I FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated balance sheet  June 30, 2007 (unaudited) and December 31, 2006 (audited)Consolidated statement of income  Three months ended June 30, 2007 and 2006
(unaudited); Six months ended June 30, 2007 and 2006 (unaudited)Consolidated statement of cash flows  Six months ended June 30, 2007 and 2006
(unaudited)Notes to consolidated financial statements  June 30, 2007 (unaudited)Item 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Submission of Matters to a Vote of Security HoldersItem 5.Other InformationItem 6.ExhibitsSignaturesEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  - 1 -




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PART I
 
 Item 1 Financial Statements
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SPARTA, Inc.
 
 CONSOLIDATED BALANCE SHEET
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    31,486,000
    
    
    $
    23,379,000Short-term investments
    
    
    8,238,000
    
    
    
    14,861,000Receivables, net
    
    
    49,955,000
    
    
    
    63,193,000Prepaid expenses
    
    
    1,614,000
    
    
    
    1,312,000Prepaid income taxes
    
    
    334,000
    
    
    
    240,000Total current assets
    
    
    91,627,000
    
    
    
    102,985,000Equipment and improvements, net
    
    
    12,334,000
    
    
    
    12,096,000Intangible assets, net
    
    
    
    
    
    
    172,000Other assets
    
    
    3,284,000
    
    
    
    3,102,000Total Assets
    
    
    107,245,000
    
    
    
    118,355,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccrued compensation
    
    $
    14,543,000
    
    
    $
    19,783,000Accounts payable and other accrued expenses
    
    
    8,590,000
    
    
    
    16,593,000Billings in excess of costs plus earnings
    
    
    6,907,000
    
    
    
    6,702,000Current portion of notes payable
    
    
    4,174,000
    
    
    
    4,417,000Deferred income taxes
    
    
    1,251,000
    
    
    
    1,365,000Total current liabilities
    
    
    35,465,000
    
    
    
    48,860,000Notes payable
    
    
    7,338,000
    
    
    
    8,069,000Deferred income taxes
    
    
    14,000
    
    
    
    14,000Commitments and contingencies (Note 6)Stockholders EquityCommon stock, $.01 par value, 25,000,000 shares
authorized; 9,587,520 and 9,184,368 shares issued;
4,805,610 and 4,858,193 shares outstanding
    
    
    96,000
    
    
    
    92,000Additional paid-in capital
    
    
    144,909,000
    
    
    
    130,940,000Retained earnings
    
    
    77,666,000
    
    
    
    69,025,000Treasury stock, at cost
    
    
    (158,243,000
    )
    
    
    (138,645,000
    )Total stockholders equity
    
    
    64,428,000
    
    
    
    61,412,000Total Liabilities and Stockholders Equity
    
    $
    107,245,000
    
    
    $
    118,355,000
  - 3 -




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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF INCOME
 (Unaudited)
 Three Months ended
    
    
    Six Months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Sales
    
    $
    73,015,000
    
    
    $
    72,115,000
    
    
    $
    139,980,000
    
    
    $
    140,469,000Costs and expenses:Labor costs and related benefits
    
    
    34,887,000
    
    
    
    35,714,000
    
    
    
    73,317,000
    
    
    
    73,570,000Subcontractor costs
    
    
    22,750,000
    
    
    
    22,130,000
    
    
    
    37,492,000
    
    
    
    39,066,000Facility costs
    
    
    4,455,000
    
    
    
    4,095,000
    
    
    
    8,592,000
    
    
    
    8,163,000Travel and general administrative costs
    
    
    3,829,000
    
    
    
    3,108,000
    
    
    
    6,444,000
    
    
    
    5,742,000Total costs and expenses
    
    
    65,921,000
    
    
    
    65,047,000
    
    
    
    125,845,000
    
    
    
    126,541,000Operating income
    
    
    7,094,000
    
    
    
    7,068,000
    
    
    
    14,135,000
    
    
    
    13,928,000Interest income
    
    
    (482,000
    )
    
    
    (389,000
    )
    
    
    (940,000
    )
    
    
    (763,000
    )Interest expense
    
    
    165,000
    
    
    
    142,000
    
    
    
    316,000
    
    
    
    250,000Income from continuing operations
before provision for taxes on income
    
    
    7,411,000
    
    
    
    7,315,000
    
    
    
    14,759,000
    
    
    
    14,441,000Provision for taxes on income
    
    
    3,109,000
    
    
    
    3,105,000
    
    
    
    6,118,000
    
    
    
    6,039,000Income from continuing operations
    
    
    4,302,000
    
    
    
    4,210,000
    
    
    
    8,641,000
    
    
    
    8,402,000Discontinued operations (Note 4)Income from discontinued operations of
Sprial Technology, Inc. before income taxes
    
    
    
    
    
    
    27,000
    
    
    
    
    
    
    
    39,000Provision for taxes on income
    
    
    
    
    
    
    11,000
    
    
    
    
    
    
    
    15,000Income from discontinued operations
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    24,000Net income
    
    $
    4,302,000
    
    
    $
    4,226,000
    
    
    $
    8,641,000
    
    
    $
    8,426,000Earnings per share:Basic:Income from continuing operations
    
    $
    0.90
    
    
    $
    0.81
    
    
    $
    1.79
    
    
    $
    1.60Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.90
    
    
    $
    0.81
    
    
    $
    1.79
    
    
    $
    1.60Diluted:Income from continuing operations
    
    $
    0.86
    
    
    $
    0.76
    
    
    $
    1.72
    
    
    $
    1.50Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.86
    
    
    $
    0.76
    
    
    $
    1.72
    
    
    $
    1.50Weighted average common equivalent shares:Basic
    
    
    4,802,458
    
    
    
    5,192,509
    
    
    
    4,830,012
    
    
    
    5,257,676Diluted
    
    
    5,000,309
    
    
    
    5,524,186
    
    
    
    5,033,236
    
    
    
    5,625,648
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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Unaudited)
 Six Months ended June 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    8,641,000
    
    
    $
    8,426,000Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    1,694,000
    
    
    
    1,833,000Loss on sale of equipment
    
    
    
    
    
    
    49,000Stock-based compensation
    
    
    5,718,000
    
    
    
    5,918,000Changes in assets and liabilities:Receivables, net
    
    
    13,238,000
    
    
    
    9,554,000Prepaid expenses
    
    
    (302,000
    )
    
    
    (1,546,000
    )Prepaid income taxes
    
    
    (94,000
    )
    
    
    278,000Other assets
    
    
    (182,000
    )
    
    
    (5,562,000
    )Accrued compensation
    
    
    (5,240,000
    )
    
    
    551,000Accounts payable and other accrued expenses
    
    
    (8,003,000
    )
    
    
    517,000Billings in excess of costs plus earnings
    
    
    205,000
    
    
    
    818,000Deferred income taxes
    
    
    (114,000
    )
    
    
    Net cash provided by operating activities
    
    
    15,561,000
    
    
    
    20,836,000Cash flows from investing activities:Purchases of equipment and improvements
    
    
    (1,760,000
    )
    
    
    (2,201,000
    )Redemptions (purchase) of short-term investments
    
    
    6,623,000
    
    
    
    (6,811,000
    )Net cash provided by (used for) investing activities
    
    
    4,863,000
    
    
    
    (9,012,000
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    7,067,000
    
    
    
    7,083,000Excess tax benefit from stock-based compensation
    
    
    1,188,000
    
    
    
    1,602,000Purchases of treasury stock
    
    
    (17,840,000
    )
    
    
    (20,624,000
    )Principal payments on notes payable
    
    
    (2,732,000
    )
    
    
    (1,625,000
    )Net cash used for financing activities
    
    
    (12,317,000
    )
    
    
    (13,564,000
    )Net increase (decrease) in cash and cash equivalents
    
    
    8,107,000
    
    
    
    (1,740,000
    )Cash and cash equivalents at beginning of period
    
    
    23,379,000
    
    
    
    29,254,000Cash and cash equivalents at end of period
    
    $
    31,486,000
    
    
    $
    27,514,000Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    316,000
    
    
    $
    250,000Income taxes
    
    $
    5,140,000
    
    
    $
    3,640,000Non-cash investing and financing activities:Issuance of notes payable in connection
with purchases of treasury stock
    
    $
    1,758,000
    
    
    $
    3,391,000Receipt of notes receivable in exchange for exercise of
stock options
    
    $
    45,000
    
    
    $
    536,000
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SPARTA, Inc.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1  Basis of Presentation
    Note 2  Accounts Receivable
  June 30, 2007
    
    
    December 31, 2006Billed
    
    $
    26,719,000
    
    
    $
    32,486,000Unbilled
    
    
    23,755,000
    
    
    
    31,262,00050,474,000
    
    
    
    63,748,000Less allowances for unallowable contract costs
    
    
    (519,000
    )
    
    
    (555,000
    )$
    49,955,000
    
    
    $
    63,193,000
 Note 3  Income Taxes
  Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   Note 4  Discontinued Operations
  Accounting
for the Impairment or Disposal of Long-Lived Assets
  Three months ended
    
    
    Six months endedJune 30, 2006
    
    
    June 30, 2006Sales
    
    $
    3,033,000
    
    
    $
    5,856,000Costs and expenses
    
    
    (3,006,000
    )
    
    
    (5,817,000
    )Income before income taxes
    
    
    27,000
    
    
    
    39,000Income tax expense
    
    
    (11,000
    )
    
    
    (15,000
    )Income from discontinued operations
    
    $
    16,000
    
    
    $
    24,000
 - 7 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 5  Bank Line of Credit
  Note 6  Commitments and Contingencies
    Note 7  Stockholders Equity
   - 8 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
    Note 8  Share-Based Compensation
  Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation
   - 9 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  2007 Stock Plan
   Six Months Ended
    
    Six Months EndedKey Assumptions
    
    June 30, 2007
    
    June 30, 2006Expected volatility factor
    
    5.7% - 8.9%
    
    6.9% - 9.2%Expected option term (in years)Short-term options
    
    0.125
    
    0.125All other options
    
    3.0
    
    3.0Risk-free interest rate
    
    4.42% - 5.23%
    
    4.25% - 5.13%Expected annual dividend yield
    
    
    
    
 - 10 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Six Months Ended June 30, 2007Weighted AverageStock options subject to SFAS123(R)
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    260,120
    
    
    $
    42.42Granted
    
    
    356,119
    
    
    
    42.79Forfeited or Expired
    
    
    (32,482
    )
    
    
    42.51Exercised
    
    
    (6,558
    )
    
    
    42.14Outstanding at June 30, 2007
    
    
    577,199
    
    
    $
    42.65Exercisable at June 30, 2007
    
    
    3,837
    
    
    $
    42.90
   Six Months Ended June 30, 2007Weighted AverageNonvested stock options subject
    
    Number of
    
    
    Grant-Date Fairto SFAS 123(R)
    
    Shares
    
    
    ValueNonvested at December 31, 2006
    
    
    254,118
    
    
    $
    6.03Granted
    
    
    356,119
    
    
    
    5.96Vested
    
    
    (8,512
    )
    
    
    1.80Forfeited
    
    
    (28,363
    )
    
    
    6.04Nonvested at June 30, 2007
    
    
    573,362
    
    
    $
    6.05
   - 11 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Six Months Ended June 30, 2007Stock options subject to
    
    
    
    
    
    Weighted AverageAPB 25
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    1,715,873
    
    
    $
    33.60Forfeited or Expired
    
    
    (51,215
    )
    
    
    34.95Exercised
    
    
    (285,468
    )
    
    
    26.38Outstanding at June 30, 2007
    
    
    1,379,190
    
    
    $
    35.04Exercisable at June 30, 2007
    
    
    812,949
    
    
    $
    32.27
   Six Months Ended June 30, 2007Nonvested stock options subject to
    
    Number of
    
    
    Weighted AverageAPB 25
    
    Shares
    
    
    Exercise PriceNonvested at December 31, 2006
    
    
    814,457
    
    
    $
    37.70Vested
    
    
    (207,556
    )
    
    
    34.08Forfeited
    
    
    (40,660
    )
    
    
    37.88Nonvested at June 30, 2007
    
    
    566,241
    
    
    $
    39.02
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Stock Compensation Plan
   Six Months Ended June 30, 2007Weighted AverageNumber of
    
    
    Grant-Date FairShares of Restricted Stock
    
    Shares
    
    
    ValueOutstanding at December 31, 2006
    
    
    52,080
    
    
    $
    13.89Granted
    
    
    7,012
    
    
    
    42.78Distributed
    
    
    (6,801
    )
    
    
    23.03Forfeited
    
    
    (1,428
    )
    
    
    28.02Outstanding at June 30, 2007
    
    
    50,863
    
    
    $
    16.25Vested, undistributed at June 30, 2007
    
    
    33,875
    
    
    $
    6.64
   Six Months Ended June 30, 2007Weighted AverageGrant-Date FairNonvested Shares of Restricted Stock
    
    Number of Shares
    
    
    ValueNonvested at December 31, 2006
    
    
    18,205
    
    
    $
    27.37Granted
    
    
    7,012
    
    
    
    42.78Vested
    
    
    (6,801
    )
    
    
    23.03Forfeited
    
    
    (1,428
    )
    
    
    28.02Nonvested at June 30, 2007
    
    
    16,988
    
    
    $
    35.41
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 9  Computation of Earnings Per Share (EPS)
 Three months ended June 30,
    
    
    Six months ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic EPSNet income
    
    $
    4,302,000
    
    
    $
    4,226,000
    
    
    $
    8,641,000
    
    
    $
    8,426,000Weighted average
shares outstanding
    
    
    4,802,458
    
    
    
    5,192,509
    
    
    
    4,830,012
    
    
    
    5,257,676Per share amounts
    
    $
    0.90
    
    
    $
    0.81
    
    
    $
    1.79
    
    
    $
    1.60Diluted EPSNet income
    
    $
    4,302,000
    
    
    $
    4,226,000
    
    
    $
    8,641,000
    
    
    $
    8,426,000Weighted average
shares outstanding
    
    
    4,802,458
    
    
    
    5,192,509
    
    
    
    4,830,012
    
    
    
    5,257,676Stock options
    
    
    180,863
    
    
    
    313,321
    
    
    
    186,141
    
    
    
    347,419Restricted stock
    
    
    16,988
    
    
    
    18,356
    
    
    
    17,083
    
    
    
    20,5535,000,309
    
    
    
    5,524,186
    
    
    
    5,033,236
    
    
    
    5,625,648Per share amounts
    
    $
    0.86
    
    
    $
    0.76
    
    
    $
    1.72
    
    
    $
    1.50
 Note 10  Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 Fair
Value Measurements
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Results of Operations
  Accounting for the Impairment of Long-Lived Assets
  Operating Results(amounts in thousands, except percentages)Three months ended June 30,
    
    Six months ended June 30,2007
    
    2006
    
    2007
    
    2006Sales
    
    $
    73,015
    
    
    $
    72,115
    
    
    $
    139,980
    
    
    $
    140,469Sales by business area, as a
percentage of total sales:Ballistic Missile Defense (BMD)
    
    
    56
    %
    
    
    49
    %
    
    
    53
    %
    
    
    47
    %Other Dept of Defense (DoD)
    
    
    42
    %
    
    
    48
    %
    
    
    45
    %
    
    
    50
    %Non-DoD
    
    
    2
    %
    
    
    3
    %
    
    
    2
    %
    
    
    3
    %Operating Income
    
    $
    7,094
    
    
    $
    7,068
    
    
    $
    14,135
    
    
    $
    13,928Operating Margin
    
    
    9.7
    %
    
    
    9.8
    %
    
    
    10.1
    %
    
    
    9.9
    %Income from Continuing Operations
    
    $
    4,302
    
    
    $
    4,210
    
    
    $
    8,641
    
    
    $
    8,402Income from Discontinued Operations
    
    $
    
    
    
    $
    16
    
    
    $
    
    
    
    $
    24Net income
    
    $
    4,302
    
    
    $
    4,226
    
    
    $
    8,641
    
    
    $
    8,426
    - 15 -




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Backlog
    - 16 -




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##### Table of Contents



June 30,
    
    
    December 31,
    
    
    June 30,2007
    
    
    2006
    
    
    2006(amount in thousands)Annualized funded contract backlog
    
    $
    122,400
    
    
    $
    87,600
    
    
    $
    112,800Annualized unfunded contract backlog
    
    
    83,600
    
    
    
    89,600
    
    
    
    58,200Total annualized contract backlog
    
    
    206,000
    
    
    
    177,200
    
    
    
    171,000Expected 12-month value of future funding on proposals
with high probability of winning procurement
    
    
    59,300
    
    
    
    85,100
    
    
    
    99,300Total annualized Company-defined backlog
    
    $
    265,300
    
    
    $
    262,300
    
    
    $
    270,300Total multi-year contract backlog
    
    $
    509,600
    
    
    $
    434,600
    
    
    $
    433,800Expected value of future funding on proposals with high
probability of winning procurement
    
    
    213,400
    
    
    
    312,300
    
    
    
    436,200Total multi-year Company-defined backlog
    
    $
    723,000
    
    
    $
    746,900
    
    
    $
    870,000Annualized Company-defined backlog
(by business area):BMD
    
    $
    137,100
    
    
    $
    136,900
    
    
    $
    134,500Other DoD
    
    
    123,500
    
    
    
    120,400
    
    
    
    129,500Non-DoD
    
    
    4,700
    
    
    
    5,000
    
    
    
    6,300Total annualized Company-defined backlog
    
    $
    265,300
    
    
    $
    262,300
    
    
    $
    270,300
    - 17 -




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##### Table of Contents



Liquidity and Capital Resources
  Balance atJune 30, 2007
    
    
    December 31, 2006
    
    
    June 30, 2006Cash and cash equivalents
    
    $
    31,486,000
    
    
    $
    23,379,000
    
    
    $
    27,494,000Short-term investments
    
    $
    8,238,000
    
    
    $
    14,861,000
    
    
    $
    6,811,000Stockholders equity
    
    $
    64,428,000
    
    
    $
    61,412,000
    
    
    $
    67,056,000Notes payable
    
    $
    11,512,000
    
    
    $
    12,486,000
    
    
    $
    10,191,000Borrowings under line of credit
    
    $
    
    
    
    $
    
    
    
    $
    Current ratio
    
    
    2.6
    
    
    
    2.1
    
    
    
    2.8
 Overview
    - 18 -




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##### Table of Contents



Cash Flow Information
     - 19 -




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##### Table of Contents



Payments Due by Period(amounts in thousands)Less than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsPromissory Notes
    
    $
    11,513
    
    
    $
    4,175
    
    
    $
    6,012
    
    
    $
    1,282
    
    
    $
    44Operating Leases
    
    
    46,923
    
    
    
    9,548
    
    
    
    21,010
    
    
    
    6,175
    
    
    
    10,190Total Contractual Obligations
    
    $
    58,436
    
    
    $
    13,723
    
    
    $
    27,022
    
    
    $
    7,457
    
    
    $
    10,234
 Effects of Federal Funding for Defense Programs
   - 20 -




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##### Table of Contents



Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 Fair
Value Measurements
 Forward-Looking Statements
  
 Item 3 Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4 Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  - 21 -




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##### Table of Contents



Changes in Internal Controls
  
 PART II OTHER INFORMATION
 
 Item 1 Legal Proceedings
  
 Item 1A Risk Factors
  
 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
  - 22 -




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##### Table of Contents



Issuer Purchases of Equity Securities
 Maximum Number (orTotal
    
    Average
    
    Total Number of Shares
    
    Approximate Dollar Value)Number of
    
    Price
    
    Purchased as Part of
    
    of Shares that May Yet BeShares
    
    Paid per
    
    Publicly Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    Share
    
    or Programs
    
    Plans or ProgramsApril(4/2/07  4/29/07)
    
    
    102,078
    
    
    $
    42.79
    
    
    
    35,063
    
    
    
    May(4/30/07  5/27/07)
    
    
    124,095
    
    
    
    43.85
    
    
    
    29,685
    
    
    $
    1,500,000June(5/28/07  7/1/07)
    
    
    60,281
    
    
    
    43.84
    
    
    
    
    
    
    
    Total
    
    
    286,454
    
    
    $
    43.47
    
    
    
    64,748
    
    
    $
    1,500,000
     
 Item 3 Defaults Upon Senior Securities
  - 23 -




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##### Table of Contents



Item 4 Submission of Matters to a Vote of Security Holders
    (1)
    
    The election of the following directors by the votes set forth below:
 Number of Votes of Common StockFor
    
    
    Against/WithheldWayne R. Winton
    
    
    2,996,355
    
    
    
    10,749Robert C. Sepucha
    
    
    2,995,422
    
    
    
    11,374William E. Cook
    
    
    2,800,696
    
    
    
    206,168Rockell N. Hankin
    
    
    2,993,893
    
    
    
    10,650Gen. John L. Piotrowski (USAF Ret.)
    
    
    2,987,059
    
    
    
    10,650Gerald A. Zionic
    
    
    2,985,920
    
    
    
    10,483
 (2)
    
    The ratification, by the votes set forth below, of the appointment of Ernst &
Young LLP as the Companys independent registered public accounting firm for the year
ending December 31, 2007:
 For:
    
    
    2,975,569Against:
    
    
    36,595Abstain:
    
    
    10,041
 (3)
    
    The approval by the votes set forth below, of the SPARTA, Inc. 2007 Stock Plan:
 For:
    
    
    3,016,236Against:
    
    
    1,193Abstain:
    
    
    4,786
  
 Item 5 Other Information
  
 Item 6 Exhibits
 Exhibit 31.1
    
    Certification of Chief Executive Officer
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of Chief Financial Officer
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.Exhibit 32.2
    
    Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 - 24 -




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##### Table of Contents



Signature
  SPARTA, INC.
(Registrant)Date: August 10, 2007
    By:
    /s/  David E. SchreimanDavid E. SchreimanVice President and
Chief Financial Officer
(Principal Accounting Officer) - 25 -




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##### Table of Contents



EXHIBIT INDEX
 Exhibit 31.1
    
    Certification of Chief Executive Officer
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of Chief Financial Officer
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.Exhibit 32.2
    
    Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.