##### 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 April 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
 (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  March 31, 2007 (unaudited) and December 31, 2006Consolidated statement of income  Three months ended March 31, 2007 and 2006 (unaudited)Consolidated statement of cash flows  Three months ended March 31, 2007 and 2006 (unaudited)Notes to consolidated financial statements  March 31, 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
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    27,682,000
    
    
    $
    23,379,000Short-term investments
    
    
    9,393,000
    
    
    
    14,861,000Receivables, net
    
    
    56,126,000
    
    
    
    63,193,000Prepaid expenses
    
    
    1,835,000
    
    
    
    1,312,000Prepaid income taxes
    
    
    
    
    
    
    240,000Total current assets
    
    
    95,036,000
    
    
    
    102,985,000Equipment and improvements
    
    
    11,861,000
    
    
    
    12,096,000Intangible assets, net
    
    
    
    
    
    
    172,000Other assets
    
    
    3,340,000
    
    
    
    3,102,000Total Assets
    
    
    110,237,000
    
    
    
    118,355,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccrued compensation
    
    $
    14,736,000
    
    
    $
    19,783,000Accounts payable and other accrued expenses
    
    
    8,055,000
    
    
    
    16,593,000Billings in excess of costs plus earnings
    
    
    9,370,000
    
    
    
    6,702,000Current portion of notes payable
    
    
    4,009,000
    
    
    
    4,417,000Income taxes payable
    
    
    1,124,000
    
    
    
    Deferred income taxes
    
    
    1,251,000
    
    
    
    1,365,000Total current liabilities
    
    
    38,545,000
    
    
    
    48,860,000Notes payable
    
    
    7,199,000
    
    
    
    8,069,000Deferred income taxes
    
    
    14,000
    
    
    
    14,000Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Stockholders EquityCommon stock, $.01 par value, 25,000,000 shares
authorized; 9,342,813 and 9,184,372 shares issued;
4,847,353 and 4,858,189 shares outstanding
    
    
    93,000
    
    
    
    92,000Additional paid-in capital
    
    
    136,811,000
    
    
    
    130,940,000Retained earnings
    
    
    73,364,000
    
    
    
    69,025,000Treasury stock, at cost
    
    
    (145,789,000
    )
    
    
    (138,645,000
    )Total stockholders equity
    
    
    64,479,000
    
    
    
    61,412,000Total Liabilities and Stockholders Equity
    
    $
    110,237,000
    
    
    $
    118,355,000
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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF INCOME
 (Unaudited)
 Three Months ended March 31,2007
    
    
    2006Sales
    
    $
    66,965,000
    
    
    $
    68,354,000Costs and expenses:Labor costs and related benefits
    
    
    38,430,000
    
    
    
    37,856,000Subcontractor costs
    
    
    14,742,000
    
    
    
    16,936,000Facility costs
    
    
    4,137,000
    
    
    
    4,068,000Travel and general administrative costs
    
    
    2,615,000
    
    
    
    2,634,000Total costs and expenses
    
    
    59,924,000
    
    
    
    61,494,000Operating income
    
    
    7,041,000
    
    
    
    6,860,000Interest income
    
    
    (458,000
    )
    
    
    (374,000
    )Interest expense
    
    
    151,000
    
    
    
    108,000Income from continuing operations
before provision for taxes on income
    
    
    7,348,000
    
    
    
    7,126,000Provision for taxes on income
    
    
    3,009,000
    
    
    
    2,933,000Income from continuing operations
    
    
    4,339,000
    
    
    
    4,193,000Discontinued operations (Note 4)Income from discontinued operations
of Spiral Technology, Inc. before income taxes
    
    
    
    
    
    
    12,000Provision for taxes on income
    
    
    
    
    
    
    5,000Income from discontinued operations
    
    
    
    
    
    
    7,000Net income
    
    $
    4,339,000
    
    
    $
    4,200,000Earnings per share:Basic:Income from continuing operations
    
    $
    0.89
    
    
    $
    0.79Income from discontinued operations
    
    
    
    
    
    
    $
    0.89
    
    
    $
    0.79Diluted:Income from continuing operations
    
    $
    0.86
    
    
    $
    0.73Income from discontinued operations
    
    
    
    
    
    
    $
    0.86
    
    
    $
    0.73Weighted average common equivalent shares:Basic
    
    
    4,857,546
    
    
    
    5,322,822Diluted
    
    
    5,066,142
    
    
    
    5,729,719
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SPARTA, Inc.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Unaudited)
 Three Months ended March 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    4,339,000
    
    
    $
    4,200,000Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization:
    
    
    899,000
    
    
    
    912,000Loss on sale of equipment
    
    
    
    
    
    
    49,000Stock-based compensation
    
    
    3,382,000
    
    
    
    3,902,000Changes in assets and liabilities:Receivables, net
    
    
    7,067,000
    
    
    
    5,874,000Prepaid expenses
    
    
    (523,000
    )
    
    
    (1,181,000
    )Prepaid income taxes
    
    
    240,000
    
    
    
    (55,000
    )Other assets
    
    
    (238,000
    )
    
    
    (6,439,000
    )Accrued compensation
    
    
    (5,047,000
    )
    
    
    (994,000
    )Accounts payable and other accrued expenses
    
    
    (8,538,000
    )
    
    
    1,771,000Billings in excess of costs plus earnings
    
    
    2,668,000
    
    
    
    2,333,000Income taxes payable
    
    
    1,124,000
    
    
    
    Deferred income taxes
    
    
    (114,000
    )
    
    
    Net cash provided by operating activities
    
    
    5,259,000
    
    
    
    10,372,000Cash flows from investing activities:Purchases of equipment and improvements
    
    
    (492,000
    )
    
    
    (855,000
    )Redemptions of short-term investments
    
    
    5,468,000
    
    
    
    Net cash provided by (used for) investing activities
    
    
    4,976,000
    
    
    
    (855,000
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    2,241,000
    
    
    
    2,780,000Excess tax benefit from stock-based compensation
    
    
    249,000
    
    
    
    551,000Purchases of treasury stock
    
    
    (7,144,000
    )
    
    
    (8,388,000
    )Principal payments on notes payable
    
    
    (1,278,000
    )
    
    
    (726,000
    )Net cash used for financing activities
    
    
    (5,932,000
    )
    
    
    (5,783,000
    )Net increase in cash and cash equivalents
    
    
    4,303,000
    
    
    
    3,734,000Cash and cash equivalents at beginning of period
    
    
    23,379,000
    
    
    
    29,254,000Cash and cash equivalents at end of period
    
    $
    27,682,000
    
    
    $
    32,988,000Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    151,000
    
    
    $
    108,000Income taxes
    
    $
    1,511,000
    
    
    $
    57,000Non-cash investing and financing activities:Issuance of notes payable in connection
with purchases of treasury stock
    
    $
    
    
    
    $
    738,000Receipt of notes receivable in exchange for exercise of
stock options
    
    $
    31,000
    
    
    $
    69,000
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SPARTA, Inc.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1  Basis of Presentation
    Note 2  Accounts Receivable
  March 31, 2007
    
    
    December 31, 2006Billed
    
    $
    29,901,000
    
    
    $
    32,486,000Unbilled
    
    
    26,770,000
    
    
    
    31,262,00056,671,000
    
    
    
    63,748,000Less allowances for unallowable contract costs
    
    
    (545,000
    )
    
    
    (555,000
    )$
    56,126,000
    
    
    $
    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 endedMarch 31, 2006Sales
    
    $
    2,823,000Costs and expenses
    
    
    (2,811,000
    )Income before income taxes
    
    
    12,000Income tax expense
    
    
    (5,000
    )Income from discontinued operations
    
    $
    7,000
 Note 5  Commitments and Contingencies
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Accounting for Contingencies
  Note 6  Stockholders Equity
    - 8 -




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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 7  Share-Based Compensation
  Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation
   1997 Stock Plan
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    Three Months EndedKey Assumptions
    
    March 31, 2007
    
    March 31, 2006Expected volatility factor
    
    5.7% - 8.9%
    
    6.9% - 9.1%Expected option term (in years)Short-term options
    
    0.125
    
    0.125All other options
    
    3.0
    
    3.0Risk-free interest rate
    
    4.5% - 5.2%
    
    4.2% - 4.8%Expected annual dividend yield
    
    
    
    
  Three Months Ended March 31, 2007Weighted AverageStock options subject to SFAS123(R)
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    260,120
    
    
    $
    42.42Granted
    
    
    348,781
    
    
    
    42.78Forfeited or Expired
    
    
    (10,915
    )
    
    
    42.35Exercised
    
    
    (3,992
    )
    
    
    41.49Outstanding at March 31, 2007
    
    
    593,994
    
    
    $
    42.63Exercisable at March 31, 2007
    
    
    3,000
    
    
    $
    42.63
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended March 31, 2007Weighted AverageNonvested stock options subject
    
    Number of
    
    
    Grant-Date Fairto SFAS 123(R)
    
    Shares
    
    
    ValueNonvested at December 31, 2006
    
    
    254,118
    
    
    $
    6.03Granted
    
    
    348,781
    
    
    
    6.02Vested
    
    
    (3,523
    )
    
    
    1.50Forfeited
    
    
    (8,382
    )
    
    
    4.87Nonvested at March 31, 2007
    
    
    590,994
    
    
    $
    6.05
   Three Months Ended March 31, 2007Stock options subject to
    
    
    
    
    
    Weighted AverageAPB 25
    
    Number of Shares
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    1,715,873
    
    
    $
    33.60Forfeited or Expired
    
    
    (14,671
    )
    
    
    36.80Exercised
    
    
    (78,283
    )
    
    
    28.33Outstanding at March 31, 2007
    
    
    1,622,919
    
    
    $
    33.82Exercisable at March 31, 2007
    
    
    831,344
    
    
    $
    30.06
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended March 31, 2007Nonvested stock options subject to
    
    Number of
    
    
    Weighted AverageAPB 25
    
    Shares
    
    
    Exercise PriceNonvested at December 31, 2006
    
    
    814,457
    
    
    $
    37.70Vested
    
    
    (9,046
    )
    
    
    31.87Forfeited
    
    
    (13,836
    )
    
    
    37.71Nonvested at March 31, 2007
    
    
    791,575
    
    
    $
    37.77
   Stock Compensation Plan
   Three Months Ended March 31, 2007Number of
    
    
    Weighted AverageShares of Restricted Stock
    
    Shares
    
    
    Grant-Date Fair ValueOutstanding at December 31, 2006
    
    
    52,080
    
    
    $
    13.89Granted
    
    
    5,259
    
    
    
    42.78Distributed
    
    
    (6,801
    )
    
    
    23.03Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2007
    
    
    50,538
    
    
    $
    15.66Vested, undistributed at March 31, 2007
    
    
    33,875
    
    
    $
    6.64
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended March 31, 2007Weighted AverageGrant-Date FairNonvested Shares of Restricted Stock
    
    Number of Shares
    
    
    ValueNonvested at December 31, 2006
    
    
    18,205
    
    
    $
    27.37Granted
    
    
    5,259
    
    
    
    42.78Vested
    
    
    (6,801
    )
    
    
    23.03Forfeited
    
    
    
    
    
    
    Nonvested at March 31, 2007
    
    
    16,663
    
    
    $
    34.01
  Note 8  Computation of Earnings Per Share (EPS)
 Three months ended March 31,2007
    
    
    2006Basic EPSNet income
    
    $
    4,339,000
    
    
    $
    4,200,000Weighted average
shares outstanding
    
    
    4,857,546
    
    
    
    5,322,822Per share amounts
    
    $
    0.89
    
    
    $
    0.79Diluted EPSNet income
    
    $
    4,339,000
    
    
    $
    4,200,000Weighted average
shares outstanding
    
    
    4,857,546
    
    
    
    5,322,822Stock options
    
    
    191,419
    
    
    
    384,147Restricted stock
    
    
    17,177
    
    
    
    22,7505,066,142
    
    
    
    5,729,719Per share amounts
    
    $
    0.86
    
    
    $
    0.73
 Note 9  Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
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SPARTA, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Employers Accounting for Defined Benefit Pension and Other Postretirement Plans ( ),
 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
  Accounting for the Impairment of Long-Lived Assets
  Operating Results(amounts in thousands, except percentages)Three Months ended March 31,2007
    
    2006Sales
    
    $
    66,965
    
    
    $
    68,354Sales by business area, as a
percentage of total sales:Ballistic Missile Defense (BMD)
    
    
    50
    %
    
    
    44
    %Other Dept of Defense (DoD)
    
    
    48
    %
    
    
    53
    %Non-DoD
    
    
    2
    %
    
    
    3
    %Operating Income
    
    $
    7,041
    
    
    $
    6,860Operating Margin
    
    
    10.5
    %
    
    
    10.0
    %Income from Continuing Operations
    
    $
    4,339
    
    
    $
    4,193Income from Discontinued Operations
    
    $
    
    
    
    $
    7Net income
    
    $
    4,339
    
    
    $
    4,200
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Backlog
    - 16 -




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March 31,
    
    December 31,
    
    March 31,2007
    
    2006
    
    2006(amount in thousands)Annualized funded contract backlog
    
    $
    137,100
    
    
    $
    87,600
    
    
    $
    121,400Annualized unfunded contract backlog
    
    
    77,100
    
    
    
    89,600
    
    
    
    63,000Total annualized contract backlog
    
    
    214,200
    
    
    
    177,200
    
    
    
    184,400Expected 12-month value of future funding on proposals
with high probability of winning procurement
    
    
    56,500
    
    
    
    85,100
    
    
    
    80,000Total annualized Company-defined backlog
    
    $
    270,700
    
    
    $
    262,300
    
    
    $
    264,400Total multi-year contract backlog
    
    $
    528,400
    
    
    $
    434,600
    
    
    $
    566,400Expected value of future funding on proposals with high
probability of winning procurement
    
    
    148,700
    
    
    
    312,300
    
    
    
    292,300Total multi-year Company-defined backlog
    
    $
    677,100
    
    
    $
    746,900
    
    
    $
    858,700Annualized Company-defined backlog
(by business area):BMD
    
    $
    148,600
    
    
    $
    136,900
    
    
    $
    131,300Other DoD
    
    
    116,900
    
    
    
    120,400
    
    
    
    128,200Non-DoD
    
    
    5,200
    
    
    
    5,000
    
    
    
    4,900Total annualized Company-defined backlog
    
    $
    270,700
    
    
    $
    262,300
    
    
    $
    264,400
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Liquidity and Capital Resources
  Balance atMarch 31, 2007
    
    December 31, 2006
    
    March 31, 2006Cash and cash equivalents
    
    $
    27,682,000
    
    
    $
    23,379,000
    
    
    $
    32,988,000Short-term investments
    
    $
    9,393,000
    
    
    $
    14,861,000
    
    
    $
    Stockholders equity
    
    $
    64,479,000
    
    
    $
    61,412,000
    
    
    $
    70,349,000Notes payable
    
    $
    11,208,000
    
    
    $
    12,486,000
    
    
    $
    8,437,000Borrowings under line of credit
    
    
    
    
    
    
    
    
    
    
    Current ratio
    
    
    2.5
    
    
    
    2.1
    
    
    
    2.9
 Overview
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Cash Flow Information
       - 19 -




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##### Table of Contents



Payments Due by PeriodContractual Obligations
    
    (amounts in thousands)Less than 1
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    year
    
    1-3 years
    
    4-5 years
    
    yearsPromissory Notes
    
    $
    11,208
    
    
    $
    4,009
    
    
    $
    5,509
    
    
    $
    1,515
    
    
    $
    175Operating Leases
    
    
    49,311
    
    
    
    9,560
    
    
    
    22,594
    
    
    
    6,208
    
    
    
    10,949Total Contractual Obligations
    
    $
    60,519
    
    
    $
    13,569
    
    
    $
    28,103
    
    
    $
    7,723
    
    
    $
    11,124
 Effects of Federal Funding for Defense Programs
   Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
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Employers Accounting for Defined Benefit Pension and Other Postretirement Plans ( ),
 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
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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
  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
(1/1/07  1/28/07)
    
    
    54,287
    
    
    $
    41.41
    
    
    
    28,992
    
    
    
    February
(1/29/07  2/25/07)
    
    
    73,098
    
    
    
    42.63
    
    
    
    25,931
    
    
    $
    1,500,000March
(2/26/07  4/1/07)
    
    
    41,892
    
    
    
    42.50
    
    
    
    
    
    
    
    Total
    
    
    169,277
    
    
    $
    42.21
    
    
    
    54,923
    
    
    $
    1,500,000
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##### Table of Contents



Item 3
Defaults Upon Senior Securities
  
 Item 4
Submission of Matters to a Vote of Security Holders
  
 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.
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##### Table of Contents



Signature
  SPARTA, INC.(Registrant)Date:
    
    May 11, 2007
    
    By:
    
    /s/ David E. SchreimanDavid E. SchreimanVice President andChief Financial Officer(Principal Accounting Officer)
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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.
 - 25 -