##### 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 EndedMarch 30, 2008
 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 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 25531 Commercentre Drive, Suite 120, Lake Forest, CA 92630-8874
  (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
  Large accelerated filer o
    

Accelerated filer o
    

Non-accelerated
filer þ
    

Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



SPARTA, Inc.
   PART I FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated balance sheet  March 31, 2008 (unaudited) and December 31, 2007Consolidated statement of income  Three months ended March 31, 2008 and 2007 (unaudited)Consolidated statement of cash flows  Three months ended March 31, 2008 and 2007 (unaudited)Notes to consolidated financial statements  March 31, 2008 (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
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PART I
 
 Item 1 Financial Statements
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SPARTA, Inc.
 
 CONSOLIDATED BALANCE SHEET
 March 31,2008
    
    
    December 31,(Unaudited)
    
    
    2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    51,375,000
    
    
    $
    37,163,000Short-term investments
    
    
    198,000
    
    
    
    15,447,000Receivables, net
    
    
    63,352,000
    
    
    
    66,650,000Income tax receivable
    
    
    1,988,000
    
    
    
    1,238,000Prepaid expenses
    
    
    1,454,000
    
    
    
    688,000Total current assets
    
    
    118,367,000
    
    
    
    121,186,000Equipment and improvements
    
    
    11,750,000
    
    
    
    12,292,000Deferred income taxes
    
    
    826,000
    
    
    
    826,000Other assets
    
    
    2,642,000
    
    
    
    3,147,000Total Assets
    
    
    133,585,000
    
    
    
    137,451,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccrued compensation
    
    $
    19,148,000
    
    
    $
    20,352,000Accounts payable and other accrued expenses
    
    
    9,883,000
    
    
    
    14,355,000Billings in excess of costs plus earnings
    
    
    7,289,000
    
    
    
    5,101,000Current portion of notes payable
    
    
    2,767,000
    
    
    
    3,110,000Income taxes payable
    
    
    2,476,000
    
    
    
    Deferred income taxes
    
    
    1,128,000
    
    
    
    1,128,000Total current liabilities
    
    
    42,691,000
    
    
    
    44,046,000Notes payable
    
    
    7,473,000
    
    
    
    8,234,000Commitments and contingenciesStockholders EquityCommon stock, $.01 par value, 25,000,000 shares
authorized; 9,907,079 and 10,017,632 shares issued;
4,862,693 and 4,987,518 shares outstanding
    
    
    99,000
    
    
    
    100,000Additional paid-in capital
    
    
    158,240,000
    
    
    
    163,657,000Retained earnings
    
    
    95,262,000
    
    
    
    90,892,000Treasury stock, at cost
    
    
    (170,180,000
    )
    
    
    (169,478,000
    )Total stockholders equity
    
    
    83,421,000
    
    
    
    85,171,000Total Liabilities and Stockholders Equity
    
    $
    133,585,000
    
    
    $
    137,451,000
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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
 Three Months ended March 31,2008
    
    
    2007Sales
    
    $
    68,341,000
    
    
    $
    66,965,000Costs and expenses:Labor costs and related benefits
    
    
    40,848,000
    
    
    
    38,430,000Subcontractor costs
    
    
    13,908,000
    
    
    
    14,742,000Facility costs
    
    
    4,392,000
    
    
    
    4,137,000Travel and general and administrative costs
    
    
    2,263,000
    
    
    
    2,615,000Total costs and expenses
    
    
    61,411,000
    
    
    
    59,924,000Operating income
    
    
    6,930,000
    
    
    
    7,041,000Interest income
    
    
    (434,000
    )
    
    
    (458,000
    )Interest expense
    
    
    105,000
    
    
    
    151,000Income before provision for taxes on income
    
    
    7,259,000
    
    
    
    7,348,000Provision for taxes on income
    
    
    2,889,000
    
    
    
    3,009,000Net income
    
    
    4,370,000
    
    
    
    4,339,000Earnings per share:Basic
    
    $
    0.89
    
    
    $
    0.89Diluted
    
    $
    0.86
    
    
    $
    0.86Weighted average common equivalent shares:Basic
    
    
    4,892,254
    
    
    
    4,857,546Diluted
    
    
    5,070,063
    
    
    
    5,066,142
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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 Three Months ended March 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    4,370,000
    
    
    $
    4,339,000Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    858,000
    
    
    
    899,000Loss on disposal of equipment
    
    
    20,000
    
    
    
    Stock-based compensation
    
    
    415,000
    
    
    
    3,382,000Cash funding of annual retirement plan contribution (Note 5)
    
    
    (6,680,000
    )
    
    
    Changes in assets and liabilities:Receivables, net
    
    
    3,298,000
    
    
    
    7,067,000Income taxes receivable
    
    
    (750,000
    )Prepaid expenses
    
    
    (766,000
    )
    
    
    (523,000
    )Prepaid income taxes
    
    
    
    
    
    
    240,000Other assets
    
    
    505,000
    
    
    
    (238,000
    )Accrued compensation
    
    
    (1,204,000
    )
    
    
    (5,047,000
    )Accounts payable and other accrued expenses
    
    
    (4,472,000
    )
    
    
    (8,538,000
    )Billings in excess of costs plus earnings
    
    
    2,188,000
    
    
    
    2,668,000Income taxes payable
    
    
    2,476,000
    
    
    
    1,124,000Deferred income taxes
    
    
    
    
    
    
    (114,000
    )Net cash provided by operating activities
    
    
    258,000
    
    
    
    5,259,000Cash flows from investing activities:Purchases of equipment and improvements
    
    
    (336,000
    )
    
    
    (492,000
    )Redemptions of short-term investments
    
    
    15,249,000
    
    
    
    5,468,000Net cash provided by investing activities
    
    
    14,913,000
    
    
    
    4,976,000Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    767,000
    
    
    
    2,241,000Excess tax benefit from stock-based compensation
    
    
    80,000
    
    
    
    249,000Purchases of treasury stock
    
    
    (702,000
    )
    
    
    (7,144,000
    )Principal payments on notes payable
    
    
    (1,104,000
    )
    
    
    (1,278,000
    )Net cash used for financing activities
    
    
    (959,000
    )
    
    
    (5,932,000
    )Net increase in cash and cash equivalents
    
    
    14,212,000
    
    
    
    4,303,000Cash and cash equivalents at beginning of period
    
    
    37,163,000
    
    
    
    23,379,000Cash and cash equivalents at end of period
    
    $
    51,375,000
    
    
    $
    27,682,000Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    115,000
    
    
    $
    151,000Income taxes
    
    $
    1,083,000
    
    
    $
    1,511,000Non-cash investing and financing activities:Receipt of notes receivable in exchange for exercise of
stock options
    
    $
    107,000
    
    
    $
    31,000
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SPARTA, Inc.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1  Basis of Presentation
    Note 2  Proposed Merger with Cobham Holdings, Inc.
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 3  Accounts Receivable
  March 31, 2008
    
    
    December 31, 2007Billed
    
    $
    37,646,000
    
    
    $
    33,779,000Unbilled
    
    
    26,051,000
    
    
    
    33,227,00063,697,000
    
    
    
    67,006,000Less allowances for unallowable contract costs
    
    
    (345,000
    )
    
    
    (356,000
    )$
    63,352,000
    
    
    $
    66,650,000
 Note 4  Income Taxes
     Note 5  Stockholders Equity
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   .
 Note 6  Share-Based Compensation
  Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation
   - 8 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended
    
    Three Months EndedDecrease Due To Adopting SFAS 123(R)
    
    March 31, 2008
    
    March 31, 2007Income before income taxes
    
    $
    375,000
    
    
    $
    178,000Net income
    
    $
    225,000
    
    
    $
    107,000Basic EPS
    
    $
    0.05
    
    
    $
    0.02Diluted EPS
    
    $
    0.04
    
    
    $
    0.02
 2007 Stock Plan
   Three Months Ended
    
    Three Months EndedKey Assumptions
    
    March 31, 2008
    
    March 31, 2007Expected volatility factor
    
    
    6.6% - 8.7
    %
    
    
    5.7% - 8.9
    %Expected option term (in years)Short-term options
    
    
    0.125
    
    
    
    0.125All other options
    
    
    3.0
    
    
    
    3.0Risk-free interest rate
    
    
    2.1% - 2.3
    %
    
    
    4.5% - 5.2
    %Expected annual dividend yield
    
    
    
    
    
    
    
  - 9 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended March 31, 2008Weighted AverageStock options subject to SFAS123(R)
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    816,936
    
    
    $
    43.45Granted
    
    
    2,125
    
    
    
    48.77Forfeited or Expired
    
    
    (6,380
    )
    
    
    44.39Exercised
    
    
    (4,691
    )
    
    
    48.09Outstanding at March 31, 2008
    
    
    807,990
    
    
    $
    43.43Exercisable at March 31, 2008
    
    
    100,928
    
    
    $
    42.66
   Three Months Ended March 31, 2008Weighted AverageNonvested stock options subject
    
    Number of
    
    
    Grant-Date Fairto SFAS 123(R)
    
    Shares
    
    
    ValueNonvested at December 31, 2007
    
    
    775,206
    
    
    $
    5.99Granted
    
    
    2,125
    
    
    
    2.62Vested
    
    
    (65,534
    )
    
    
    5.97Forfeited
    
    
    (4,735
    )
    
    
    6.01Nonvested at March 31, 2008
    
    
    707,062
    
    
    $
    5.99
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended March 31, 2008Stock options subject to
    
    
    
    
    
    Weighted AverageAPB 25
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    980,149
    
    
    $
    37.22Forfeited or Expired
    
    
    (2,755
    )
    
    
    37.37Exercised
    
    
    (16,153
    )
    
    
    34.04Outstanding at March 31, 2008
    
    
    961,241
    
    
    $
    37.27Exercisable at March 31, 2008
    
    
    703,691
    
    
    $
    35.74
   Three Months Ended March 31, 2008Nonvested stock options subject to
    
    Number of
    
    
    Weighted AverageAPB 25
    
    Shares
    
    
    Exercise PriceNonvested at December 31, 2007
    
    
    267,184
    
    
    $
    41.31Vested
    
    
    (7,656
    )
    
    
    36.48Forfeited
    
    
    (1,978
    )
    
    
    41.23Nonvested at March 31, 2008
    
    
    257,550
    
    
    $
    41.45
   Stock Compensation Plan
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   Three Months Ended March 31, 2008Number of
    
    
    Weighted AverageShares of Restricted Stock
    
    Shares
    
    
    Grant-Date Fair ValueOutstanding at December 31, 2007
    
    
    50,863
    
    
    $
    16.25Granted
    
    
    
    
    
    
    Distributed
    
    
    (5,551
    )
    
    
    24.92Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    45,312
    
    
    $
    15.19Vested, undistributed at March 31, 2008
    
    
    33,875
    
    
    $
    6.64
   Three Months Ended March 31, 2008Weighted AverageGrant-Date FairNonvested Shares of Restricted Stock
    
    Number of Shares
    
    
    ValueNonvested at December 31, 2007
    
    
    16,988
    
    
    $
    35.41Granted
    
    
    
    
    
    
    Vested
    
    
    (5,551
    )
    
    
    24.92Forfeited
    
    
    
    
    
    
    Nonvested at March 31, 2008
    
    
    11,437
    
    
    $
    40.51
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 7  Computation of Earnings Per Share (EPS)
 Three months ended March 31,2008
    
    
    2007Basic EPSNet income
    
    $
    4,370,000
    
    
    $
    4,339,000Weighted average
shares outstanding
    
    
    4,892,254
    
    
    
    4,857,546Per share amounts
    
    $
    0.89
    
    
    $
    0.89Diluted EPSNet income
    
    $
    4,370,000
    
    
    $
    4,339,000Weighted average
shares outstanding
    
    
    4,892,254
    
    
    
    4,857,546Stock options
    
    
    168,503
    
    
    
    191,419Restricted stock
    
    
    9,306
    
    
    
    17,1775,070,063
    
    
    
    5,066,142Per share amounts
    
    $
    0.86
    
    
    $
    0.86
 Note 8  Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of Accounting Research
Bulleting No. 51
 The Fair
Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Statement No. 115
 Fair
Value Measurements
 - 14 -




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Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Results of Operations
    Operating Results(amounts in thousands, except percentages)Three Months ended March 31,2008
    
    2007Sales
    
    $
    68,341
    
    
    $
    66,965Sales by business area, as a
percentage of total sales:Ballistic Missile Defense (BMD)
    
    
    48
    %
    
    
    50
    %Other Dept of Defense (DoD)
    
    
    50
    %
    
    
    48
    %Non-DoD
    
    
    2
    %
    
    
    2
    %Operating Income
    
    $
    6,930
    
    
    $
    7,041Operating Margin
    
    
    10.1
    %
    
    
    10.5
    %Net income
    
    $
    4,370
    
    
    $
    4,339
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Backlog
    - 16 -




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March 31,
    
    
    December 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2007(amount in thousands)Annualized funded contract backlog
    
    $
    167,400
    
    
    $
    112,600
    
    
    $
    137,100Annualized unfunded contract backlog
    
    
    91,200
    
    
    
    113,500
    
    
    
    77,100Total annualized contract backlog
    
    
    258,600
    
    
    
    226,100
    
    
    
    214,200Expected 12-month value of future funding on proposals
with high probability of winning procurement
    
    
    45,700
    
    
    
    55,500
    
    
    
    56,500Total annualized Company-defined backlog
    
    $
    304,300
    
    
    $
    281,600
    
    
    $
    270,700Total multi-year contract backlog
    
    $
    569,000
    
    
    $
    555,400
    
    
    $
    528,400Expected value of future funding on proposals with high
probability of winning procurement
    
    
    229,600
    
    
    
    243,000
    
    
    
    148,700Total multi-year Company-defined backlog
    
    $
    798,600
    
    
    $
    798,400
    
    
    $
    677,100Annualized Company-defined backlog
(by business area):BMD
    
    $
    154,100
    
    
    $
    140,700
    
    
    $
    148,600Other DoD
    
    
    144,700
    
    
    
    136,800
    
    
    
    116,900Non-DoD
    
    
    5,500
    
    
    
    4,100
    
    
    
    5,200Total annualized Company-defined backlog
    
    $
    304,300
    
    
    $
    281,600
    
    
    $
    270,700
   §
    
    Exercise of a Missile Defense Agency (MDA) prime contract award-term option for support
to the Deputy for Test (DT) Program, estimated value of $37.5 million over a period of one
year.§
    
    Subcontract with the Defense Intelligence Agency (DIA) for the Chief Information
Assurance Officer Support Program, estimated value of $7.0 million over five years.§
    
    Subcontract with the U.S. Air Force Electronic Systems Command for the Joint Mission
Planning System Program, estimated value of $4.4 million over two years and seven months.§
    
    Two add-ons to existing prime contracts with the Federal Bureau of Investigation for the
Data Processing Support Program and the P2 Program, total estimated value of $4.1 million
with individual performance periods of one year each.
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§
    
    Prime contract with the Office of Naval Research for the Large Tactical Sensor Network
Program, estimated value of $3.2 million over three years.§
    
    Subcontract with Lockheed-Martin for the Missile Defense National Team Follow-on
Program, estimated value $1.8 million over a one year period.§
    
    Sole-source prime contract with a classified customer with an estimated value of $1.7
million for a period of one year.§
    
    Add-on to an existing MDA subcontract for the Ground-Based Midcourse Defense Operational
Availability Program, estimated value of $1.5 million over a performance period of one
year.§
    
    Subcontract with Pratt & Whitney for the Joint Strike Fighter Program, estimated value
of $1.2 million over a one year period.
  Liquidity and Capital Resources
  Balance atMarch 31, 2008
    
    December 31, 2007
    
    March 31, 2007Cash and cash equivalents
    
    $
    51,375,000
    
    
    $
    37,163,000
    
    
    $
    27,682,000Short-term investments
    
    $
    198,000
    
    
    $
    15,447,000
    
    
    $
    9,393,000Stockholders equity
    
    $
    83,421,000
    
    
    $
    85,171,000
    
    
    $
    64,479,000Notes payable
    
    $
    10,240,000
    
    
    $
    11,344,000
    
    
    $
    11,208,000Borrowings under line of credit
    
    
    
    
    
    
    
    
    
    
    Current ratio
    
    
    2.8
    
    
    
    2.8
    
    
    
    2.5
 Overview
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Cash Flow Information
    - 19 -




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Payments Due by Period(amounts in thousands)Contractual Obligations
    
    Total
    
    Less than 1 year
    
    1-3 years
    
    4-5 years
    
    More than 5 yearsPromissory Notes
    
    $
    10,240
    
    
    $
    2,767
    
    
    $
    6,101
    
    
    $
    1,372
    
    
    $
    Operating Leases
    
    
    40,210
    
    
    
    9,577
    
    
    
    16,554
    
    
    
    6,192
    
    
    
    7,887Total Contractual Obligations
    
    $
    50,450
    
    
    $
    12,344
    
    
    $
    22,655
    
    
    $
    7,564
    
    
    $
    7,887
 Effects of Federal Funding for Defense Programs
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Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of Accounting Research
Bulleting No. 51
 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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Forward-Looking Statements
   
 Item 3 Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4 Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 -22-




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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
  -23-




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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 ProgramsJanuary
(12/31/07  1/27/08)
    
    
    8,119
    
    
    $
    48.77
    
    
    
    
    
    
    
    February
(1/28/08  2/24/08)
    
    
    5,190
    
    
    
    49.72
    
    
    
    
    
    
    
    March
(2/25/08  3/30/08)
    
    
    963
    
    
    
    49.77
    
    
    
    
    
    
    
    Total
    
    
    14,272
    
    
    $
    49.18
    
    
    
    
    
    
    
    
    
 Item 3 Defaults Upon Senior Securities
  
 Item 4 Submission of Matters to a Vote of Security Holders
  -24-




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##### Table of Contents



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.
 -25-




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##### Table of Contents



Signature
  SPARTA, INC.

(Registrant)
 Date: May 12, 2008
    By:
    /s/  David E. SchreimanDavid E. SchreimanVice President and
Chief Financial Officer

(Principal Accounting Officer) -26-




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##### Table of Contents



Exhibit No.
    
    DescriptionExhibit 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.