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 period ended November 30, 2014

 

☐  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
Incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

400 Oser Avenue, Hauppauge, NY 11788

 

(Address of principal executive offices)

 

631-231-0333

 

(Registrant’s telephone number)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ☐   Accelerated Filer ☐
Non-Accelerated filer    ☐ (Do not check if a smaller reporting company) Smaller Reporting Company ☒

 

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, 2014, there were 1,962,062 shares of common stock, par value $.01 per share, issued and outstanding.

  

 

 

 
 

 

TSR, INC. AND SUBSIDIARIES

INDEX

 

    Page
Part I. Financial Information: Number
       
  Item 1. Financial Statements:  
       
    Condensed Consolidated Balance Sheets –  
    November 30, 2014 and May 31, 2014 3
       
    Condensed Consolidated Statements of Operations –  
    For the three months and six months ended November 30, 2014 and 2013 4
       
    Condensed Consolidated Statements of Equity –  
    For the six months ended November 30, 2014 and 2013 5
       
    Condensed Consolidated Statements of Cash Flows –  
    For the six months ended November 30, 2014 and 2013 6
       
    Notes to Condensed Consolidated Financial Statements 7
       
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
11
       
  Item 4. Controls and Procedures 16
       
Part II. Other Information 17
       
  Item 6. Exhibits 17
       
Signatures   18

 

2
 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   November 30,
2014
   May 31,
2014
 
ASSETS  (Unaudited)   (see Note 1) 
Current Assets:        
Cash and cash equivalents  $4,009,427   $2,841,967 
Certificates of deposit and marketable securities   1,023,800    1,514,856 
Accounts receivable, net of allowance for doubtful accounts of $193,000   8,507,411    8,790,338 
Other receivables   1,674    9,330 
Prepaid expenses   142,878    74,188 
Prepaid and recoverable income taxes   31,357    32,159 
Deferred income taxes   86,000    86,000 
Total Current Assets   13,802,547    13,348,838 
           
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $254,967 and $245,482   33,947    34,095 
Other assets   49,653    49,653 
Deferred income taxes   9,000    130,000 
Total Assets  $13,895,147   $13,562,586 
           
LIABILITIES AND EQUITY          
           
Current Liabilities:          
Accounts and other payables  $1,205,230   $929,404 
Accrued expenses and other current liabilities   2,168,976    2,221,158 
Advances from customers   1,390,387    1,491,946 
Total Liabilities   4,764,593    4,642,508 
           
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   17,385,522    17,219,947 
    22,519,532    22,353,957 
Less: Treasury stock, 1,152,101 shares, at cost   13,514,003    13,514,003 
Total TSR, Inc. Equity   9,005,529    8,839,954 
Noncontrolling Interest   125,025    80,124 
Total Equity   9,130,554    8,920,078 
Total Liabilities and Equity  $13,895,147   $13,562,586 

 

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

 

3
 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For The Three and Six Months Ended November 30, 2014 and 2013

(UNAUDITED)

 

   Three Months Ended   Six Months Ended 
   November 30,   November 30, 
   2014   2013   2014   2013 
Revenue, net  $14,533,801   $12,166,435   $28,219,614   $24,253,132 
                     
Cost of sales   12,079,456    10,100,751    23,466,090    20,089,600 
Selling, general and administrative expenses   2,179,677    1,979,938    4,406,089    4,019,367 
    14,259,133    12,080,689    27,872,179    24,108,967 
Income from operations   274,668    85,746    347,435    144,165 
                     
Other income (expense):                    
Interest and dividend income   1,237    1,429    2,891    3,133 
Unrealized gain (loss) on marketable securities, net   1,864    1,488    7,944    (352)
Income before income taxes   277,769    88,663    358,270    146,946 
Provision for income taxes   110,000    36,000    144,000    56,000 
Consolidated net income   167,769    52,663    214,270    90,946 
Less: net income attributable to noncontrolling interest   (26,786)   (20,460)   (48,695)   (47,825)
Net income attributable to TSR, Inc.  $140,983   $32,203   $165,575   $43,121 
Net income per TSR, Inc. common share  $0.07   $0.02   $0.08   $0.02 
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.

 

4
 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For The Six Months Ended November 30, 2014 and 2013

(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, 2013   3,114,163   $31,142   $5,102,868   $17,305,883   $(13,514,003)  $8,925,890   $3,447   $8,929,337 
                                         
Net income attributable to noncontrolling interest   -    -    -    -    -    -    47,825    47,825 
Distribution to noncontrolling interest   -    -    -    -    -    -    (6,232)   (6,232)
                                         
Net income attributable to TSR, Inc.   -    -    -    43,121    -    43,121    -    43,121 
Balance at November 30, 2013   3,114,163   $31,142   $5,102,868   $17,349,004   $(13,514,003)  $8,969,011   $45,040   $9,014,051 
                                         
Balance at May 31, 2014   3,114,163   $31,142   $5,102,868   $17,219,947   $(13,514,003)  $8,839,954   $80,124   $8,920,078 
                                         
Net income attributable to noncontrolling interest   -    -    -    -    -    -    48,695    48,695 
Distribution to noncontrolling interest   -    -    -    -    -    -    (3,794)   (3,794)
Net income attributable to TSR, Inc.   -    -    -    165,575    -    165,575    -    165,575 
Balance at November 30, 2014   3,114,163   $31,142   $5,102,868   $17,385,522   $(13,514,003)  $9,005,529   $125,025   $9,130,554 

 

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

  

5
 

 

TSR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six Months Ended November 30, 2014 and 2013

(UNAUDITED)

 

   Six Months Ended 
   November 30, 
   2014   2013 
Cash flows from operating activities:        
Consolidated net income  $214,270   $90,946 
Adjustments to reconcile consolidated net income to net cash provided by (used in) operating activities:          
Depreciation and amortization   9,485    6,754 
Unrealized (gain) loss on marketable securities, net   (7,944)   352 
Deferred income taxes   121,000    40,000 
           
Changes in operating assets and liabilities:          
Accounts receivable   282,927    75,317 
Other receivables   7,656    1,968 
Prepaid expenses   (68,690)   (28,113)
Prepaid and recoverable income taxes   802    7,880 
Accounts and other payables and accrued expenses and other current liabilities   223,644    (564,728)
Advances from customers   (101,559)   53,309 
Net cash provided by (used in) operating activities   681,591    (316,315)
Cash flows from investing activities:          
Proceeds from maturities of marketable securities   1,493,000    1,740,000 
Purchases of marketable securities   (994,000)   (1,492,000)
Purchases of equipment and leasehold improvements   (9,337)   (3,853)
Net cash provided by investing activities   489,663    244,147 
Cash flows from financing activities:          
Distribution to noncontrolling interest   (3,794)   (6,232)
Net cash used in financing activities   (3,794)   (6,232)
Net increase (decrease) in cash and cash equivalents   1,167,460    (78,400)
Cash and cash equivalents at beginning of period   2,841,967    1,881,161 
Cash and cash equivalents at end of period  $4,009,427   $1,802,761 
           
Supplemental disclosures of cash flow data:          
Income taxes paid  $22,000   $8,000 

 

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

 

6
 

  

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(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. These 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 and six months ended November 30, 2014 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, 2015. The consolidated balance sheet at May 31, 2014 has been derived from the audited financial statements at that date. 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, 2014.

 

2.Net Income Per Common Share

 

Basic net income per common share is computed by dividing 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, 2014 and May 31, 2014:

 

     November 30,
 2014
   May 31,
2014
 
          
  Cash in banks  $2,943,879   $2,279,148 
  Money market funds   1,065,548    562,819 
     $4,009,427   $2,841,967 

 

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.

 

7
 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(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, 2014 and May 31, 2014 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, 2014  Level 1   Level 2   Level 3   Total 
                       
  Certificates of Deposit  $-   $994,000   $-   $994,000 
  Equity Securities   29,800    -    -    29,800 
     $29,800   $994,000   $-   $1,023,800 

 

  May 31, 2014  Level 1   Level 2   Level 3   Total 
                       
  Certificates of Deposit  $-   $1,493,000   $-   $1,493,000 
  Equity Securities   21,856    -    -    21,856 
     $21,856   $1,493,000   $-   $1,514,856 

 

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, 2014 and May 31, 2014 are summarized as follows:

 

8
 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

 

  November 30, 2014 Current  Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
   Recorded
Value
  
  Certificates of Deposit
  $994,000   $-   $-   $994,000   
  Equity Securities   16,866    12,934    -    29,800   
     $1,010,866   $12,934   $-   $1,023,800   

 

 

  May 31, 2014 Current  Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
   Recorded
Value
 
  Certificates of Deposit
  $1,493,000   $-   $-   $1,493,000 
  Equity Securities   16,866    4,990    -    21,856 
     $1,509,866   $4,990   $-   $1,514,856 

 

The Company’s investments in marketable securities consist primarily of investments in certificates of deposit. 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.

 

9
 

 

TSR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

 

7.Equity

 

During the six months ended November 30, 2014 and 2013, the Company did not purchase any shares of its common stock. As of December 31, 2014, 56,318 shares remain available for purchase under the previously announced plan.

 

8.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.

 

9.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 fiscal 2017. The Company is currently evaluating the impact of this update on its consolidated financial statements.

 

10
 

 

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 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 which statements involve 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 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 consulting 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 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, 2014 compared with three months ended November 30, 2013

 

   (Dollar amounts in thousands) 
   Three Months Ended 
   November 30, 2014   November 30, 2013 
   Amount   % of Revenue   Amount   % of Revenue 
Revenue, net   $14,534    100.0%  $12,166    100.0%
Cost of sales    12,079    83.1%   10,101    83.0%
Gross profit   2,455    16.9%   2,065    17.0%
Selling, general and administrative expenses   2,180    15.0%   1,979    16.3%
Income from operations   275    1.9%   86    0.7%
Other income, net   3    0.0%   3    0.0%
Income before income taxes   278    1.9%   89    0.7%
Provision for income taxes   110    0.7%   36    0.3%
Consolidated net income   168    1.2%   53    0.4%
Net income attributable to noncontrolling interest   27    0.2%   21    0.1%
Net income attributable to TSR, Inc.  $141    1.0%  $32    0.3%

 

11
 

 

TSR, INC. AND SUBSIDIARIES

 

Revenue

 

Revenue consists primarily of revenue from computer programming consulting services. Revenue for the quarter ended November 30, 2014 increased $2,368,000 or 19.5% from the prior year quarter. This increase in revenue resulted from the average number of consultants on billing with customers increasing from 306 for the quarter ended November 30, 2013 to 354 for the quarter ended November 30, 2014.

 

Cost of Sales

 

Cost of sales for the quarter ended November 30, 2014, increased $1,978,000 or 19.6% to $12,079,000 from $10,101,000 in the prior year period. The increase in cost of sales resulted primarily from the increase in the number of consultants on billing with clients. Cost of sales as a percentage of revenue increased from 83.0% in the quarter ended November 30, 2013 to 83.1% in the quarter ending November 30, 2014. The increase in cost of sales as a percentage of revenue is attributable to increased discounts at several major customers. This increase was offset, to some extent, by additional full time placement revenue that does not have direct costs of sales.

 

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 $201,000 or 10.2% from $1,979,000 in the quarter ended November 30, 2013 to $2,180,000 in the quarter ended November 30, 2014. This increase was primarily attributable to an increase in the number of sales personnel and expenses associated with hiring them. Hiring new sales executives requires a significant investment to cover their costs while their non-compete agreements, which typically last a year, expire. The Company expects selling, general and administrative expenses to continue to increase as more recruiters and sales executives are hired to stimulate growth. Selling, general and administrative expenses, as a percentage of revenue, decreased from 16.3% in the quarter ended November 30, 2013 to 15.0% in the quarter ended November 30, 2014 as a result of the additional technical recruiters and sales executives beginning to contribute additional revenue.

 

Other Income

 

Other income for the quarter ended November 30, 2014 resulted primarily from a mark-to-market gain of $2,000 on the Company’s equity securities and interest and dividend income of $1,000. For the quarter ended November 30, 2013, interest and dividend income was $1,500 and the mark-to-market gain was $1,500.

 

Income Taxes

 

The income tax provision included in the Company’s results of operations for the quarters ended November 30, 2014 and 2013 reflect the Company’s estimated effective tax rate for the years ending May 31, 2015 and 2014, respectively. These rates were 39.6% for the quarter ended November 30, 2014 and 40.4% for the quarter ended November 30, 2013.

 

Net Income Attributable to TSR, Inc.

 

Net income attributable to TSR, Inc. increased $109,000 from $32,000 in the quarter ended November 30, 2013 to net income of $141,000 in the quarter ended November 30, 2014. This increase was primarily attributable to the increase in revenue as a result of the additional recruiters and sales executives contributing additional revenue and increased full time placement revenue. Gradual improvement is expected to continue as the Company’s plan for internal growth begins to generate a sufficient increase in revenue.

 

12
 

 

TSR, INC. AND SUBSIDIARIES

 

Six months ended November 30, 2014 compared with six months ended November 30, 2013

 

   (Dollar amounts in thousands) 
   Six Months Ended 
   November 30,  2014   November 30,  2013 
   Amount   % of Revenue   Amount   % of Revenue 
Revenue, net  $28,220    100.0%  $24,253    100.0%
Cost of sales   23,466    83.2%   20,090    82.8%
Gross profit   4,754    16.8%   4,163    17.2%
Selling, general and administrative expenses   4,406    15.6%   4,019    16.6%
Income from operations   348    1.2%   144    0.6%
Other income, net   11    0.1%   3    0.0%
Income before income taxes   359    1.3%   147    0.6%
Provision for income taxes   144    0.5%   56    0.2%
Consolidated net income   215    0.8%   91    0.4%
Net income attributable to noncontrolling interest   49    0.2%   48    0.2%
Net income attributable to TSR, Inc.  $166    0.6%  $43    0.2%

 

Revenue

 

Revenue consists primarily of revenue from computer programming consulting services. Revenue for the six months ended November 30, 2014 increased $3,967,000 or 16.4% from the prior year quarter. This increase in revenue resulted from the average number of consultants on billing with customers increasing from 303 for the six months ended November 30, 2013 to 342 for the six months ended November 30, 2014.

 

Cost of Sales

 

Cost of sales for the six months ended November 30, 2014, increased $3,376,000 or 16.8% to $23,466,000 from $20,090,000 in the prior year period. The increase in cost of sales resulted primarily from the increase in the number of consultants on billing with clients. Cost of sales as a percentage of revenue increased from 82.8% in the six months ended November 30, 2013 to 83.2% in the six months ended November 30, 2014. The increase in cost of sales as a percentage of revenue was primarily attributable to increased discounts at several major customers.

 

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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 $387,000 or 9.6% from $4,019,000 in the six months ended November 30, 2013 to $4,406,000 in the six months ended November 30, 2014. This increase was primarily attributable to an increase in the number of sales personnel and expenses associated with hiring them. Hiring new sales executives requires a significant investment to cover their costs while their non-compete agreements, which typically last a year, expire. The Company expects selling, general and administrative expenses to continue to increase as more recruiters and sales executives are hired to stimulate growth. Selling, general and administrative expenses, as a percentage of revenue, decreased from 16.6% in the six months ended November 30, 2013 to 15.6% in the six months ended November 30, 2014 as a result of the additional technical recruiters and sales executives beginning to contribute additional revenue.

 

Other Income

 

Other income for the six months ended November 30, 2014 resulted primarily from a mark-to-market gain of $8,000 on the Company’s equity securities and interest and dividend income of $3,000. In the six months ended November 30, 2013, there was interest and dividend income of $3,000.

 

Income Taxes

 

The income tax provision included in the Company’s results of operations for the six months ended November 30, 2014 and 2013 reflect the Company’s estimated effective tax rate for the years ending May 31, 2015 and 2014, respectively. These rates were 40.1% for the six months ended November 30, 2014 and 38.1% for the six months ended November 30, 2013.

 

Net Income Attributable to TSR, Inc.

 

Net income attributable to TSR, Inc. increased $123,000 from $43,000 in the six months ended November 30, 2013 to net income of $166,000 in the six months ended November 30, 2014. This increase was primarily attributable to the increase in revenue as a result of the additional recruiters and sales executives contributing additional revenue and increased full time placement revenue. Gradual improvement is expected to continue as the Company’s plan for internal growth begins to generate a sufficient increase in revenue.

 

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TSR, INC. AND SUBSIDIARIES

 

Liquidity and Capital Resources

 

The Company expects that cash flow generated from operations together with its cash and certificates of deposit and marketable securities will be sufficient to provide the Company with adequate resources to meet its liquidity requirements for at least the next 12 months.

 

At November 30, 2014, the Company had working capital (total current assets in excess of total current liabilities) of $9,038,000 including cash and cash equivalents and certificates of deposit and marketable securities of $5,033,000 as compared to working capital of $8,706,000 including cash and cash equivalents and certificates of deposit and marketable securities of $4,357,000 at May 31, 2014.

 

For the six months ended November 30, 2014, net cash provided by operating activities was $682,000 compared to net cash used in operating activities of $316,000 for the six months ended November 30, 2013. The cash provided by operating activities in the six months ended November 30, 2014 resulted primarily from consolidated net income of $214,000, a decrease in accounts receivable of $283,000 and an increase in accounts and other payables and accrued expenses and other current liabilities of $224,000. The decrease in accounts receivable is attributable to a major client instituting a prompt payment discount, resulting in only one month of invoicing outstanding at quarter end instead of the usual three months which were outstanding at year end. The increase in accounts and other payables and accrued expenses and other current liabilities is attributable to an increase in accounts payable resulting from temporary staffing shortages in the accounting department. The cash used in operating activities in the six months ended November 30, 2013 primarily resulted from a decrease in accounts and other payables and accrued expenses and other current liabilities of $565,000 which was offset, to some extent, by $91,000 of consolidated net income, a decrease in accounts receivable of $75,000 and an increase in advances from customers of $53,000.

 

Net cash provided by investing activities of $490,000 for the six months ended November 30, 2014 primarily resulted from not reinvesting maturing certificates of deposit. Net cash provided by investing activities of $244,000 for the six months ended November 30, 2013 primarily resulted from not reinvesting a maturing certificate of deposit.

 

In the six months ended November 30, 2014, net cash used in financing activities resulted from a distribution to the noncontrolling interest of $4,000. In the six months ended November 30, 2013, net cash used in financing activities resulted from a distribution to the noncontrolling interest of $6,000.

 

The Company’s capital resource commitments at November 30, 2014 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.

 

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TSR, INC. AND SUBSIDIARIES

 

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 fiscal 2017. The Company is currently evaluating the impact of this update on its consolidated financial statements.

 

Critical Accounting Policies

 

The SEC 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, 2014 Annual Report on Form 10-K, as filed with the SEC. 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, 2014.

 

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 J.F. 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 J.F. 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, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Equity, (iv) the Statements of Cash Flows, and (v) the Notes to Financial Statements. *

 

* Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purpose of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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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, 2015 /s/ J.F. Hughes
  J.F. Hughes, Chairman and President
   
Date: January 9, 2015 /s/ John G. Sharkey
  John G. Sharkey, Vice President Finance and
Chief Financial Officer

 

 

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