VERSAR INC - FORM 8-K/A - EX-99.2 - EXHIBIT 99.2

Exhibit 99.2

VERSAR, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Balance Sheet

As of September 25, 2015

(In thousands, except share amounts)

	Versar			JCSS		Pro Forma Adjustments				Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	396		$	-		-				396
Accounts receivable, net		47,580			9,216		(1,500	)	a		55,296
Inventory, net		1,227			-		-				1,227
Prepaid expenses and other current assets		2,508			15		-				2,523
Deferred income taxes		1,396			322		(322	)	b		1,396
Income tax receivable		915			-		-				915
Total current assets		54,022			9,553		(1,822	)			61,753
Property and equipment, net		2,042			29		-				2,071
Deferred income taxes, non-current		441			-		-				441
Goodwill and Intangible assets, net		20,454			14,446		1,678		c		36,578
Other assets		252			-		-				252
Total assets	$	77,211		$	24,028		(144	)			101,095

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	23,211		$	2,308		(162	)	a		25,357
Accrued salaries and vacation		2,499			1,438		(1,438	)	a		2,499
Line of Credit		1,770									1,770
Other current liabilities		653			3,738		-				4,391
Notes payable, current		3,329					5,000		d		8,329
Total current liabilities		31,462			7,484		3,400				42,346
Notes payable, non-current		5,375					13,000		d		18,375
Other long-term liabilities		1,446			5,217		(5,217	)	b		1,446
Total liabilities		38,283			12,701		11,183				62,167
Commitments and contingencies		-

Stockholders' equity
Common stock $.01 par value		101			-		-				101
Capital in excess of par value		30,889			-		-				30,889
Retained earnings		10,010			11,327		(11,327	)			10,010
Treasury stock, at cost		(1,460	)		-		-				(1,460	)
Paid in Capital		-			-		-				-
Accumulated other comprehensive loss; foreign currency translation		(612	)		-		-				(612	)
Total stockholders' equity		38,928			11,327		(11,327	)			38,928
Total liabilities and stockholders' equity	$	77,211		$	24,028		(144	)			101,095

Notes to unaudited pro forma consolidated Balance Sheet

a The seller retained $1.5million of Accounts Receivable and $1.6million of Accrued Expenses

b All deferred income taxes have been eliminated for the pro forma presentation

c This is an estimated of Goodwill and Intangibles which is subject to adjustment based on the final valuation analysis

d Bank of America financing facility of $20million net of $2million repayment of other debt

VERSAR, INC. AND SUBSIDIARIES

Unaudited Pro forma Consolidated Statement of Operations

Year ended June 26, 2015

(In thousands, except per share amounts)

	Versar			JCSS			Pro Forma Adj				Pro Forma
GROSS REVENUE	$	159,877		$	39,004						$	198,881
Purchased services and materials, at cost		90,289			-							90,289
Direct costs of services and overhead		55,797			33,106							88,903
GROSS PROFIT		13,791			5,899							19,690

Selling, general and administrative expenses		11,003			1,818							12,821
OPERATING (LOSS) INCOME		2,788			4,081			-				6,869

OTHER (INCOME) EXPENSE
Interest income		(2	)		(2	)		2				(2	)
Interest expense		447			-							447
(LOSS) INCOME BEFORE INCOME TAXES, FROM CONTINUING OPERATIONS		2,343			4,083			(2	)			6,424

Income tax (benefit) expense		936			1,489			16		e		2,441

NET (LOSS) INCOME FROM CONTINUING OPERATIONS	$	1,407		$	2,595			(19	)			3,983

NET (LOSS) INCOME PER SHARE-BASIC and DILUTED
Continuing operations	$	0.14										0.41

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-DILUTED		9,771										9,771

Notes to unaudited pro forma Consolidated Statement of Operations

e To adjust to effective pro forma rate of 38%

VERSAR, INC. AND SUBSIDIARIES

Unaudited Pro forma Consolidated Statement of Operations

For the 3 months ended September 25, 2015

(In thousands, except per share amounts)

	Versar			JCSS			Pro Forma Adj				Pro Forma

GROSS REVENUE	$	44,905		$	7,860						$	52,765
Purchased services and materials, at cost		29,767			-							29,767
Direct costs of services and overhead		12,826			6,631							19,457
GROSS PROFIT		2,312			1,228							3,540

Selling, general and administrative expenses		2,854			302							3,156
OPERATING (LOSS) INCOME		(542	)		927							385

OTHER (INCOME) EXPENSE
Interest expense		175			(1	)		(1	)			174
(LOSS) INCOME BEFORE INCOME TAXES		(717	)		927			1				211

Income tax (benefit) expense		(286	)		349			17		e		80

NET (LOSS) INCOME	$	(431	)	$	579			(17	)			131

NET (LOSS) INCOME PER SHARE-BASIC and DILUTED
NET (LOSS) INCOME PER SHARE-BASIC and DILUTED	$	(0.04	)									0.01

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC		9,808										9,808

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-DILUTED		9,808										9,808

Notes to unaudited pro forma Consolidated Statement of Operations

e To adjust to effective pro forma rate of 38%

VERSAR INC - FORM 8-K/A - EX-99.2 - EXHIBIT 99.2 - December 15, 2015