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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

☒       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended November 30, 2017

 

☐       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:      0-8656       

 

TSR, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   13-2635899
(State or other jurisdiction of   (I.R.S. Employer
Incorporation or organization)   Identification No.)

 

400 Oser Avenue, Hauppauge, NY  11788
(Address of principal executive offices)

 

631-231-0333
(Registrant’s telephone number)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes      ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒ Yes      ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Emerging growth company    ☐    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes      ☒ No

 

As of December 31, 2017, there were 1,962,062 shares of common stock, par value $.01 per share, issued and outstanding.

 

 

 

 Page 1 

 

 

TSR, INC. AND SUBSIDIARIES

INDEX

 

      Page
      Number
       
Part I. Financial Information:  
       
  Item 1. Financial Statements:  
       
    Condensed Consolidated Balance Sheets – November 30, 2017 and May 31, 2017 3
       
    Condensed Consolidated Statements of Income – For the three months and six months ended November 30, 2017 and 2016 4
       
    Condensed Consolidated Statements of Equity – For the six months ended November 30, 2017 and 2016 5
       
    Condensed Consolidated Statements of Cash Flows – For the six months ended November 30, 2017 and 2016 6
       
    Notes to Condensed Consolidated Financial Statements 7
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
       
  Item 4. Controls and Procedures 17
       
Part II. Other Information 18
       
  Item 6. Exhibits 18
       
Signatures 18

 

 Page 2 

 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   November 30,
2017
   May 31,
2017
 
   (Unaudited)   (see Note 1) 
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $4,280,903   $5,723,976 
Certificates of deposit and marketable securities   531,872    1,020,888 
Accounts receivable, net of allowance for doubtful accounts of $185,000   7,614,471    7,324,291 
Other receivables   3,802    18,455 
Prepaid expenses   143,995    176,397 
Prepaid and recoverable income taxes   -    94,833 
Deferred income taxes   -    106,000 
           
Total Current Assets   12,575,043    14,464,840 
           
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $257,825 and $269,069   31,552    20,650 
Other assets   49,653    49,653 
Deferred income taxes   108,000    - 
           
Total Assets  $12,764,248   $14,535,143 
           
LIABILITIES AND EQUITY          
           
Current Liabilities:          
Accounts and other payables  $746,085   $644,834 
Accrued expenses and other current liabilities   2,585,489    2,838,058 
Income taxes payable   93,493    - 
Dividends payable   -    1,962,062 
Advances from customers   1,173,832    1,330,714 
           
Total Liabilities   4,598,899    6,775,668 
           
Commitments and contingencies          
           
Equity:          
TSR, Inc.:          
Preferred stock, $1 par value, authorized 500,000 shares; none issued   -    - 
Common stock, $.01 par value, authorized 12,500,000 shares; issued 3,114,163 shares, 1,962,062 outstanding   31,142    31,142 
Additional paid-in capital   5,102,868    5,102,868 
Retained earnings   16,486,188    16,118,011 
    21,620,198    21,252,021 
Less: Treasury stock, 1,152,101 shares, at cost   13,514,003    13,514,003 
           
Total TSR, Inc. Equity   8,106,195    7,738,018 
Noncontrolling Interest   59,154    21,457 
           
Total Equity   8,165,349    7,759,475 
           
Total Liabilities and Equity  $12,764,248   $14,535,143 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 Page 3 

 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For The Three Months and Six Months Ended November 30, 2017 and 2016

(UNAUDITED)

 

   Three Months Ended
November 30,
   Six Months Ended
November 30,
 
   2017   2016   2017   2016 
                 
Revenue, net  $16,515,596   $15,042,789   $33,552,704   $30,285,172 
                     
Cost of sales   13,795,750    12,452,751    27,988,380    25,093,651 
Selling, general and administrative expenses   2,287,898    2,344,682    4,855,887    4,660,422 
                     
    16,083,648    14,797,433    32,844,267    29,754,073 
                     
Income from operations   431,948    245,356    708,437    531,099 
                     
Other income (loss):                    
Interest and dividend income   2,451    2,682    5,153    5,418 
Unrealized gain (loss) on marketable securities, net   7,816    (952)   6,984    2,488 
                     
Income before income taxes   442,215    247,086    720,574    539,005 
Provision for income taxes   188,000    110,000    306,000    246,000 
                     
Consolidated net income   254,215    137,086    414,574    293,005 
Less: Net income attributable to noncontrolling interest   27,127    10,769    46,397    18,911 
                     
Net income attributable to TSR, Inc.  $227,088   $126,317   $368,177   $274,094 
                     
Net income per TSR, Inc. common share  $0.12   $0.06   $0.19   $0.14 
                     
Weighted average number common shares outstanding   1,962,062    1,962,062    1,962,062    1,962,062 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 Page 4 

 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For The Six Months Ended November 30, 2017 and 2016

(UNAUDITED)

 

   Shares of
common
stock
   Common
stock
   Additional
paid-in
capital
   Retained
earnings
   Treasury
stock
   TSR, Inc.
equity
   Non-
controlling
interest
   Total
equity
 
                                 
Balance at May 31, 2016   3,114,163   $31,142   $5,102,868   $17,811,884   $(13,514,003)  $9,431,891   $39,603   $9,471,494 
                                         
Net income attributable to noncontrolling interest   -    -    -    -    -    -    18,911    18,911 
                                         
Distribution to noncontrolling interest   -    -    -    -    -    -    (56,274)   (56,274)
                                         
Net income attributable to TSR, Inc.   -    -    -    274,094    -    274,094    -    274,094 
                                         
Balance at November 30, 2016   3,114,163   $31,142   $5,102,868   $18,085,978   $(13,514,003)  $9,705,985   $2,240   $9,708,225 
                                         
Balance at May 31, 2017   3,114,163   $31,142   $5,102,868   $16,118,011   $(13,514,003)  $7,738,018   $21,457   $7,759,475 
                                         
Net income attributable to noncontrolling interest   -    -    -    -    -    -    46,397    46,397 
                                         
Distribution to noncontrolling interest   -    -    -    -    -    -    (8,700)   (8,700)
                                         
Net income attributable to TSR, Inc.   -    -    -    368,177    -    368,177    -    368,177 
                                         
Balance at November 30, 2017   3,114,163   $31,142   $5,102,868   $16,486,188   $(13,514,003)  $8,106,195   $59,154   $8,165,349 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 Page 5 

 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six Months Ended November 30, 2017 and 2016

(UNAUDITED)

 

   Six Months Ended
November 30,
 
   2017   2016 
         
Cash flows from operating activities:          
Consolidated net income  $414,574   $293,005 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:          
Depreciation and amortization   8,421    10,719 
Unrealized gain on marketable securities, net   (6,984)   (2,488)
Deferred income taxes   (2,000)   12,000 
           
Changes in operating assets and liabilities:          
Accounts receivable   (290,180)   638,001 
Other receivables   14,653    (9,684)
Prepaid expenses   32,402    (166,764)
Prepaid and recoverable income taxes   94,833    (55,269)
Accounts and other payables and accrued expenses and other current liabilities   (151,318)   (433,567)
Income taxes payable   93,493    (14,810)
Advances from customers   (156,882)   (46,626)
           
Net cash provided by operating activities   51,012    224,517 
           
Cash flows from investing activities:          
Proceeds from maturities of marketable securities   496,000    1,012,000 
Purchases of marketable securities   -    (995,000)
Purchases of equipment and leasehold improvements   (19,323)   (2,335)
           
Net cash provided by investing activities   476,677    14,665 
           
Cash flows from financing activities:          
Cash dividend paid   (1,962,062)   - 
Distribution to noncontrolling interest   (8,700)   (56,274)
           
Net cash used in financing activities   (1,970,762)   (56,274)
           
Net increase (decrease) in cash and cash equivalents   (1,443,073)   182,908 
Cash and cash equivalents at beginning of period   5,723,976    4,514,157 
           
Cash and cash equivalents at end of period  $4,280,903   $4,697,065 
           
Supplemental disclosures of cash flow data:          
Income taxes paid  $120,000   $304,000 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 Page 6 

 

 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

 

1.Basis of Presentation

 

The accompanying condensed consolidated interim financial statements include the accounts of TSR, Inc. and its subsidiaries (the “Company”). All significant inter-company balances and transactions have been eliminated in consolidation. The condensed balance sheet as of May 31, 2017, which has been derived from audited financial statements, and the unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applying to interim financial information and with the instructions to Form 10-Q of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures required by accounting principles generally accepted in the United States of America and normally included in the Company’s annual financial statements have been condensed or omitted. These condensed consolidated interim financial statements as of and for the three months and six months ended November 30, 2017 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending May 31, 2018. These condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017.

 

2.Net Income Per Common Share

 

Basic net income per common share is computed by dividing net income available to common stockholders of TSR, Inc. by the weighted average number of common shares outstanding. The Company had no stock options or other common stock equivalents outstanding during any of the periods presented.

 

3.Cash and Cash Equivalents

 

The Company considers short-term highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were comprised of the following as of November 30, 2017 and May 31, 2017:

 

     November 30,
2017
   May 31,
2017
 
           
  Cash in banks   $3,691,221   $4,634,245 
  Money market funds    589,682    840,731 
  Certificates of deposit    -    249,000 
     $4,280,903   $5,723,976 

 

4.Revenue Recognition

 

The Company’s contract computer programming services are generally provided under time and materials arrangements with its customers. Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. These conditions occur when a customer agreement is effected and the consultant performs the authorized services. Revenue is recorded net of all discounts and processing fees. Advances from customers represent amounts received from customers prior to the Company’s provision of the related services and credit balances from overpayments.

 

Reimbursements received by the Company for out-of-pocket expenses are characterized as revenue.

 

 Page 7 

 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

 

5.Certificates of Deposit and Marketable Securities

 

The Company has characterized its investments in certificates of deposit and marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

Investments recorded in the accompanying condensed consolidated balance sheets are categorized based on the inputs to valuation techniques as follows:

 

Level 1- These are investments where values are based on unadjusted quoted prices for identical assets in an active market the Company has the ability to access.

 

Level 2- These are investments where values are based on quoted market prices that are not active or model derived valuations in which all significant inputs are observable in active markets.

 

Level 3- These are investments where values are derived from techniques in which one or more significant inputs are unobservable.

 

The following are the major categories of assets measured at fair value on a recurring basis as of November 30, 2017 and May 31, 2017 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3):

 

  November 30, 2017  Level 1   Level 2   Level 3   Total 
                   
  Certificates of Deposit   $-   $496,000   $-   $496,000 
  Equity Securities    35,872    -    -    35,872 
     $35,872   $496,000   $     -   $531,872 

 

  May 31, 2017  Level 1   Level 2   Level 3   Total 
                   
  Certificates of Deposit   $-   $992,000   $    -   $992,000 
  Equity Securities    28,888    -    -    28,888 
     $28,888   $992,000   $-   $1,020,888 

 

 Page 8 

 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

 

Based upon the Company’s intent and ability to hold its certificates of deposit to maturity (which maturities range up to twelve months at purchase), such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates market value. The Company’s equity securities are classified as trading securities, which are carried at fair value, as determined by quoted market prices, which is a Level 1 input, as established by the fair value hierarchy. The related unrealized gains and losses are included in earnings. The Company’s certificates of deposit and marketable securities at November 30, 2017 and May 31, 2017 are summarized as follows: 

 

  November 30, 2017  Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
   Recorded
Value
 
  Current                
  Certificates of Deposit   $496,000   $-   $-   $496,000 
  Equity Securities    16,866    19,006    -    35,872 
     $512,866   $19,006   $     -   $531,872 

 

  May 31, 2017  Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
   Recorded
Value
 
  Current                
  Certificates of Deposit   $992,000   $-   $-   $992,000 
  Equity Securities    16,866    12,022    -    28,888 
     $1,008,866   $12,022   $    -   $1,020,888 

 

The Company’s investments in marketable securities consist primarily of investments in certificates of deposit and equity securities. Market values were determined for each individual security in the investment portfolio. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Company’s ability and intent to hold the investment for a period of time, which may be sufficient for anticipated recovery in market values.

 

6.Fair Value of Financial Instruments

 

ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of certain financial instruments. For cash and cash equivalents, accounts receivable, accounts and other payables, accrued liabilities and advances from customers, the amounts presented in the condensed consolidated financial statements approximate fair value because of the short-term maturities of these instruments.

 

7.Equity

 

On May 25, 2017, the Company declared a special cash dividend of $1.00 per common share payable on July 14, 2017 to shareholders of record on June 16, 2017. This dividend totaled $1,962,062. The Company has no current plans to implement a quarterly dividend program or pay any other special cash dividend.

 

8.Retirement Arrangement

 

Joseph F. Hughes, Chairman of the Board, Chief Executive Officer, President and Treasurer, retired on July 5, 2017. The Board of Directors of the Company has elected Christopher Hughes, formerly Senior Vice President of TSR, Inc., to succeed Joseph F. Hughes as Chairman of the Board, Chief Executive Officer, President and Treasurer. Upon his retirement, the Board awarded Joseph F. Hughes a one-time founder’s bonus of $100,000. The Board also approved the continued payment by the Company of the remaining payments under the lease for the automobile used by Joseph F. Hughes until the lease expires in May, 2018. Further, the Board approved the continued payment by the Company for health insurance coverage for Joseph F. Hughes and his spouse under the Company’s executive medical plan until May 31, 2018 and payments in lieu of the insurance coverage for two years thereafter. The total amount of these retirement benefits were accrued in the quarter ended August 31, 2017, resulting in charges amounting to approximately $180,000 which were included in selling, general and administrative expenses for the six months ended November 30, 2017.

 

 Page 9 

 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

 

9.Deferred Income Taxes

 

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which applies to the classification of deferred tax assets and liabilities. The update eliminates the requirement to classify deferred tax assets and liabilities as noncurrent or current within a classified statement of financial position. The Company adopted ASU 2015-17 in the first quarter of fiscal 2018 on a prospective basis. Accordingly, the Company has classified any deferred tax assets and liabilities as noncurrent beginning with the first quarter of fiscal 2018.

 

10.Subsequent Event

 

In December 2017, the “Tax Cuts and Jobs Act” was signed into law. The federal income tax rate on corporations will be reduced from 35% to 21% effective January 1, 2018. This will begin to affect the Company’s effective income tax rate and income tax provision beginning in the third quarter of fiscal 2018.

 

11.Other Matters

 

From time to time, the Company is party to various lawsuits, some involving material amounts. Management is not aware of any lawsuits that would have a material adverse impact on the consolidated financial position of the Company.

 

12.Recent Accounting Pronouncements

 

In May 2014, the FASB issued an update to ASC 606, “Revenue from Contracts with Customers.” This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for the Company in the fiscal year ending May 31, 2019. The Company expects the impact of the update, if any, to be immaterial on its consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income. The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update includes a lease accounting model that recognizes two types of leases – finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities relating to leases with terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. This update is effective for the Company in the fiscal year ending May 31, 2020. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

 Page 10 

 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017

(Unaudited)

 

In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Consideration (Topic 606).” This update contains guidance on principal versus agent assessments when a third party is involved in providing goods or services to a customer. It specifies that an entity is a principal, and thus records revenue on a gross basis, if it controls a good or service before transferring the good or service to the customer. An entity is an agent, and thus records revenue on a net basis, if it arranges for a good or service to be provided by another entity. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients (Topic 606).” This update provides certain clarifications to reduce potential diversity and to simplify the standard. The amendments in ASU 2016-12 clarify the following key areas: assessing collectibilty; presenting sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; completed contracts at transition; and disclosing the accounting change in the period of adoption. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

 Page 11 

 

 

TSR, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Part I. Financial Information

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes to such financial statements.

 

Forward-Looking Statements

 

Certain statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations, including statements concerning the Company’s plans, future prospects and the Company’s future cash flow requirements are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projections in the forward-looking statements due to known and unknown risks and uncertainties, including but not limited to the following: the success of the Company’s plan for internal growth; the impact of adverse economic conditions on client spending which has a negative impact on the Company’s business; risks relating to the competitive nature of the markets for contract computer programming services; the extent to which market conditions for the Company’s contract computer programming services will continue to adversely affect the Company’s business; the concentration of the Company’s business with certain customers; uncertainty as to the Company’s ability to maintain its relations with existing customers and expand its contract computer consulting services business; the impact of changes in the industry, such as the use of vendor management companies in connection with the consultant procurement process; the increase in customers moving IT operations offshore; the Company’s ability to adapt to changing market conditions; and other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to publicly update or revise forward-looking statements.

 

Results of Operations

 

The following table sets forth, for the periods indicated, certain financial information derived from the Company’s condensed consolidated statements of operations. There can be no assurance that trends in operating results will continue in the future:

 

Three months ended November 30, 2017 compared with three months ended November 30, 2016

 

   (Dollar amounts in thousands)
Three Months Ended
 
   November 30,
2017
   November 30,
2016
 
   Amount   % of
Revenue
   Amount   % of
Revenue
 
Revenue, net   $16,516    100.0%  $15,043    100.0%
Cost of sales    13,796    83.5%   12,453    82.8%
Gross profit    2,720    16.5%   2,590    17.2%
Selling, general and administrative expenses    2,288    13.9%   2,345    15.6%
Income from operations    432    2.6%   245    1.6%
Other income, net    10    0.1%   2    0.0%
Income before income taxes    442    2.7%   247    1.6%
Provision for income taxes    188    1.1%   110    0.7%
Consolidated net income    254    1.6%   137    0.9%
Less: Net income attributable to noncontrolling interest    27    0.2%   11    0.1%
Net income attributable to TSR, Inc.   $227   1.4%  $126    0.8%

 

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TSR, INC. AND SUBSIDIARIES

 

Revenue

 

Revenue consists primarily of revenue from computer programming consulting services. Revenue for the quarter ended November 30, 2017 increased $1,473,000 or 9.8% from the prior year quarter. The overall average number of consultants on billing with customers increased from 368 for the quarter ended November 30, 2016 to 391 for the quarter ended November 30, 2017, while the average number of computer programming consultants increased from 326 for the quarter ended November 30, 2016 to 345 in the quarter ended November 30, 2017. The 391 consultants on billing for the current quarter include 46 administrative (non-IT) workers that the Company placed at the customers’ requests at billing rates 70.3% lower than those charged for computer programming consultants. The 368 consultants on billing for the prior year quarter include 42 administrative (non-IT) workers at billing rates 67.7% lower than those charged for computer programming consultants. The Company charges lower daily billing rates for administrative (non-IT) workers, but also pays lower rates to the administrative (non-IT) workers.

 

Cost of Sales

 

Cost of sales for the quarter ended November 30, 2017 increased $1,343,000 or 10.8% to $13,796,000 from $12,453,000 in the prior year period. The increase in cost of sales resulted primarily from an increase in consultants placed with customers. Cost of sales as a percentage of revenue increased from 82.8% in the quarter ended November 30, 2016 to 83.5% in the quarter ended November 30, 2017. The increase in cost of sales as a percentage of revenue was primarily attributable to a decrease in margins on the administrative (non-IT) workers. While administrative (non-IT) workers continue to be placed at higher average mark-ups than the Company’s computer programming consultants, the mark-ups for the current quarter for this group were less than the mark-ups for last year’s quarter. Because their pay rates averaged 72.3% lower than the computer programming consultants, the daily gross profit per worker in dollars is still lower for the administrative (non-IT) workers than the computer programming consultants.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses consist primarily of expenses relating to account executives, technical recruiters, facilities costs, management and corporate overhead. These expenses decreased approximately $57,000 or 2.4% from approximately $2,345,000 in the quarter ended November 30, 2016 to $2,288,000 in the quarter ended November 30, 2017. The decrease in these expenses primarily resulted from the retirement of the former Chairman offset by increased hiring fees and increased offshore recruiting expenses. Selling, general and administrative expenses, as a percentage of revenue, decreased from 15.6% in the quarter ended November 30, 2016 to 13.9% in the quarter ended November 30, 2017 as a result of the additional revenue outpacing the increase in these expenses.

 

Other Income

 

Other income for the quarter ended November 30, 2017 resulted primarily from interest and dividend income of $2,000 and a mark to market gain of $8,000 on the Company’s equity securities. Other income for the quarter ended November 30, 2016 resulted primarily from interest and dividend income of $3,000 and a mark to market loss of $1,000 on the Company’s equity securities.

 

Income Taxes

 

The income tax provision included in the Company’s results of operations for the quarters ended November 30, 2017 and November 30, 2016 reflect the Company’s estimated effective tax rate for the years ending May 31, 2018 and 2017, respectively. These rates were 42.5% for the quarter ended November 30, 2017 and 44.5% for the quarter ended November 30, 2016.

 

Net Income Attributable to TSR, Inc.

 

Net income attributable to TSR, Inc. increased $101,000 from $126,000 in the quarter ended November 30, 2016 to $227,000 in the quarter ended November 30, 2017. This increase was primarily attributable to an increase in revenue and a decrease in selling, general and administrative expenses.

 

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TSR, INC. AND SUBSIDIARIES

 

Six months ended November 30, 2017 compared with six months ended November 30, 2016

 

   (Dollar amounts in thousands)
Six Months Ended
 
   November 30,
2017
   November 30,
2016
 
   Amount   % of
Revenue
   Amount   % of
Revenue
 
Revenue, net   $33,553    100.0%  $30,285    100.0%
Cost of sales   27,989    83.4%   25,094    82.8%
Gross profit   5,564    16.6%   5,191    17.2%
Selling, general and administrative expenses    4,856    14.5%   4,660    15.4%
Income from operations   708    2.1%   531    1.8%
Other income, net   12    0.0%   8    0.0%
Income before income taxes   720    2.1%   539    1.8%
Provision for income taxes   306    0.9%   246    0.8%
Consolidated net income    414    1.2%   293    1.0%
Less: Net income attributable to noncontrolling interest    46    0.1%   19    0.1%
Net income attributable to TSR, Inc.   $368    1.1%  $274    0.9%

  

Revenue

 

Revenue consists primarily of revenue from computer programming consulting services. Revenue for the six months ended November 30, 2017 increased $3,268,000 or 10.8% from the prior year period. The overall average number of consultants on billing with customers increased from 365 for the six months ended November 30, 2016 to 393 for the six months ended November 30, 2017, while the average number of computer programming consultants increased from 323 for the six months ended November 30, 2016 to 343 in the six months ended November 30, 2017. The 393 consultants on billing for the current six months include 50 administrative (non-IT) workers that the Company placed at the customers’ requests at billing rates 70.5% lower than those charged for computer programming consultants. The 365 consultants on billing for the prior year six months include 42 administrative (non-IT) workers at billing rates 65.0% lower than those charged for computer programming consultants. The Company charges lower daily billing rates for administrative (non-IT) workers, but also pays lower rates to the administrative (non-IT) workers.

 

Cost of Sales

 

Cost of sales for the six months ended November 30, 2017 increased $2,895,000 or 11.5% to $27,989,000 from $25,094,000 in the prior year period. The increase in cost of sales resulted primarily from an increase in consultants placed with customers. Cost of sales as a percentage of revenue increased from 82.8% in the six months ended November 30, 2016 to 83.4% in the six months ended November 30, 2017. The increase in cost of sales as a percentage of revenue was primarily attributable to a decrease in margins on the administrative (non-IT) workers. While administrative (non-IT) workers continue to be placed at higher average mark-ups than the Company’s computer programming consultants, the mark-ups for the current six months for this group were less than the mark-ups for last year’s period. Because their pay rates averaged 72.4% lower than the computer programming consultants, the daily gross profit per worker in dollars is still lower for the administrative (non-IT) workers than the computer programming consultants.

 

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TSR, INC. AND SUBSIDIARIES

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses consist primarily of expenses relating to account executives, technical recruiters, facilities costs, management and corporate overhead. These expenses increased approximately $196,000 or 4.2% from approximately $4,660,000 in the six months ended November 30, 2016 to $4,856,000 in the six months ended November 30, 2017. The increase in these expenses primarily resulted from increased professional fees and increased offshore recruiting expenses. Selling, general and administrative expenses, as a percentage of revenue, decreased from 15.4% in the six months ended November 30, 2016 to 14.5% in the six months ended November 30, 2017 as a result of the additional revenue outpacing the increase in these expenses.

 

Other Income

 

Other income for the six months ended November 30, 2017 resulted primarily from interest and dividend income of $5,000 and a mark to market gain of $7,000 on the Company’s equity securities. Other income for the six months ended November 30, 2016 resulted primarily from a mark to market gain of $3,000 on the Company’s equity securities and interest and dividend income of $5,000.

 

Income Taxes

 

The income tax provision included in the Company’s results of operations for the six months ended November 30, 2017 and November 30, 2016 reflect the Company’s estimated effective tax rate for the years ending May 31, 2018 and 2017, respectively. These rates were 42.5% for the six months ended November 30, 2017 and 45.6% for the six months ended November 30, 2016.

 

Net Income Attributable to TSR, Inc.

 

Net income attributable to TSR, Inc. increased $94,000 from $274,000 in the six months ended November 30, 2016 to $368,000 in the six months ended November 30, 2017. This increase was primarily attributable to an increase in revenue.

 

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TSR, INC. AND SUBSIDIARIES

  

Liquidity and Capital Resources

 

The Company expects that its cash and cash equivalents, certificates of deposit and marketable securities and cash flow provided by operations will be sufficient to provide the Company with adequate resources to meet its liquidity requirements for at least the next 12 months from the issuance of these financial statements. The Company does not maintain a line of credit facility with any banking institution.

 

At November 30, 2017, the Company had working capital (total current assets in excess of total current liabilities) of $7,976,000 including cash and cash equivalents and certificates of deposit and marketable securities of $4,813,000 as compared to working capital of $7,689,000 including cash and cash equivalents and certificates of deposit and marketable securities of $6,745,000 at May 31, 2017.

 

For the six months ended November 30, 2017, net cash provided by operating activities was $51,000 compared to net cash provided by operating activities of $225,000 for the six months ended November 30, 2016. The cash provided by operating activities in the six months ended November 30, 2017 resulted primarily from consolidated net income of $414,000 offset by an increase in accounts receivable of $290,000 and a decrease in advances from customers of $157,000. The cash provided by operating activities in the six months ended November 30, 2016 resulted primarily from consolidated net income of $293,000 and a decrease in accounts receivable of $638,000, offset by a decrease in accounts and other payables and accrued expenses and other liabilities of $434,000 and an increase in prepaid expenses of $167,000.

 

Net cash provided by investing activities of $477,000 for the six months ended November 30, 2017 primarily resulted from not reinvesting certificates of deposit. Net cash provided in investing activities of $15,000 for the six months ended November 30, 2016 primarily resulted from not reinvesting a certificate of deposit.

 

In the six months ended November 30, 2017, net cash used in financing activities resulted from the payment of a cash dividend of $1,962,000 and distribution to the noncontrolling interest of $9,000. In the six months ended November 30, 2016, net cash used in financing activities resulted from a distribution to the noncontrolling interest of $56,000, resulting primarily from the distribution of fiscal 2016 earnings from that entity.

 

The Company’s capital resource commitments at November 30, 2017 consisted of lease obligations on its branch and corporate facilities. The Company intends to finance these lease commitments from cash flows provided by operations, available cash and short-term marketable securities.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued an update to ASC 606, “Revenue from Contracts with Customers.” This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for the Company beginning in the fiscal year ending May 31, 2019. The Company expects the impact of the update, if any, to be immaterial on its consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income. The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

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TSR, INC. AND SUBSIDIARIES

  

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update includes a lease accounting model that recognizes two types of leases – finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities relating to leases with terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. This update is effective for the Company in the fiscal year ending May 31, 2020. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Consideration (Topic 606).” This update contains guidance on principal versus agent assessments when a third party is involved in providing goods or services to a customer. It specifies that an entity is a principal, and thus records revenue on a gross basis, if it controls a good or service before transferring the good or service to the customer. An entity is an agent, and thus records revenue on a net basis, if it arranges for a good or service to be provided by another entity. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients (Topic 606).” This update provides certain clarifications to reduce potential diversity and to simplify the standard. The amendments in ASU 2016-12 clarify the following key areas: assessing collectibilty; presenting sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; completed contracts at transition; and disclosing the accounting change in the period of adoption. This update is effective for the Company in the fiscal year ending May 31, 2019. The Company is currently evaluating the impact, if any, of this update on its consolidated financial statements.

 

Critical Accounting Policies

 

The Securities and Exchange Commission defines “critical accounting policies” as those that require the application of management’s most difficult subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

 

The Company’s significant accounting policies are described in Note 1 to the Company’s consolidated financial statements, contained in its May 31, 2017 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. The Company believes that those accounting policies require the application of management’s most difficult, subjective or complex judgments. There have been no changes in the Company’s significant accounting policies as of November 30, 2017.

 

Item 4.Controls and Procedures

 

Disclosure Controls and Procedures. The Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal accounting officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, the principal executive officer and principal accounting officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

 

Internal Control Over Financial Reporting. There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s most recently reported completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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TSR, INC. AND SUBSIDIARIES

 

Part II. Other Information

 

Item 6.Exhibits

 

  (a)

Exhibit 31.1 – Certification by Christopher Hughes pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     
    Exhibit 31.2 – Certification by John G. Sharkey pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
    Exhibit 32.1 – Certification by Christopher Hughes 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 by John G. Sharkey pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
    Exhibit 101 – The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Income, (iii) the Statements of Equity, (iv) the Statements of Cash Flows, and (v) the Notes to Financial Statements.

  

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 thereto duly authorized.

 

 

TSR Inc.

 

(Registrant)

   
Date: January 9, 2018 /s/ Christopher Hughes
 

Christopher Hughes,

Chairman of the Board, Chief Executive Officer and President

   
Date: January 9, 2018 /s/ John G. Sharkey
 

John G. Sharkey,

Vice President-Finance and

Principal Accounting Officer

 

 

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