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 August 31,November 30, 2021
☐ 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: 001-38838
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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | TSRI | NASDAQ Capital Market |
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 every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
| Non-Accelerated Filer ☒ | 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 October 8, 2021,January 7, 2022, there were 1,962,062 shares of common stock, par value $0.01 per share, issued and outstanding.
Additionally, there were 177,500 unvested shares of restricted common stock awarded under the TSR, Inc. 2020 Equity Incentive Plan, subject to certain vesting criteria described herein.
TSR, INC. AND SUBSIDIARIES
INDEX
i
Part I. Financial Information
Item 1. Financial Statements
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, | May 31, | |||||||||||||||
| (Unaudited) | (see Note 1) | November 30, | May 31, | |||||||||||||
| ASSETS | (Unaudited) | (see Note 1) | ||||||||||||||
| Current Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 7,605,942 | $ | 7,370,646 | $ | 6,267,810 | $ | 7,370,646 | ||||||||
| Marketable securities | 43,248 | 45,696 | 39,360 | 45,696 | ||||||||||||
| Accounts receivable, net of allowance for doubtful accounts of $181,000 | 10,210,087 | 9,660,742 | 10,772,550 | 9,660,742 | ||||||||||||
| Other receivables | 34,728 | 32,508 | 35,328 | 32,508 | ||||||||||||
| Prepaid expenses | 237,823 | 253,694 | 297,689 | 253,694 | ||||||||||||
| Prepaid and recoverable income taxes | 46,076 | 8,671 | 15,726 | 8,671 | ||||||||||||
| Total Current Assets | 18,177,904 | 17,371,957 | 17,428,463 | 17,371,957 | ||||||||||||
| Equipment and leasehold improvements, net of accumulated depreciation and amortization of $167,562 and $155,006 | 131,668 | 116,238 | ||||||||||||||
| Equipment and leasehold improvements, net of accumulated depreciation and amortization of $156,075 and $155,006 | 166,071 | 116,238 | ||||||||||||||
| Other assets | 58,759 | 47,663 | 104,630 | 47,663 | ||||||||||||
| Right-of-use assets | 835,166 | 895,573 | 774,452 | 895,573 | ||||||||||||
| Intangible assets, net | 1,629,000 | 1,671,750 | 1,586,250 | 1,671,750 | ||||||||||||
| Goodwill | 785,883 | 785,883 | 785,883 | 785,883 | ||||||||||||
| Deferred income taxes | 1,024,000 | 941,000 | 932,000 | 941,000 | ||||||||||||
| Total Assets | $ | 22,642,380 | $ | 21,830,064 | $ | 21,777,749 | $ | 21,830,064 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current Liabilities: | ||||||||||||||||
| Accounts payable and other payables | $ | 2,282,234 | $ | 2,083,140 | $ | 1,791,423 | $ | 2,083,140 | ||||||||
| Accrued expenses and other current liabilities | 5,556,168 | 4,519,416 | 4,861,769 | 4,519,416 | ||||||||||||
| Advances from customers | 1,195,584 | 1,170,500 | 1,169,832 | 1,170,500 | ||||||||||||
| Credit facility | 34,777 | 92,527 | 43,954 | 92,527 | ||||||||||||
| Operating lease liabilities - current | 317,417 | 309,731 | 283,841 | 309,731 | ||||||||||||
| Legal settlement payable - current | 575,664 | 298,370 | 582,965 | 298,370 | ||||||||||||
| Total Current Liabilities | 9,961,844 | 8,473,684 | 8,733,784 | 8,473,684 | ||||||||||||
| Operating lease liabilities, net of current portion | 624,950 | 707,369 | 581,945 | 707,369 | ||||||||||||
| Legal settlement payable, net of current portion | - | 568,739 | - | 568,739 | ||||||||||||
| SBA Paycheck Protection Program loan payable | - | 6,659,220 | - | 6,659,220 | ||||||||||||
| Total Liabilities | 10,586,794 | 16,409,012 | 9,315,729 | 16,409,012 | ||||||||||||
| 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 | 31,142 | 31,142 | ||||||||||||
| Additional paid-in capital | 5,516,449 | 5,339,200 | 5,693,698 | 5,339,200 | ||||||||||||
| Retained earnings | 19,942,365 | 13,540,822 | 20,185,401 | 13,540,822 | ||||||||||||
| 25,489,956 | 18,911,164 | 25,910,241 | 18,911,164 | |||||||||||||
| Less: Treasury stock, 1,152,101 shares, at cost | 13,514,003 | 13,514,003 | 13,514,003 | 13,514,003 | ||||||||||||
| Total TSR, Inc. Equity | 11,975,953 | 5,397,161 | 12,396,238 | 5,397,161 | ||||||||||||
| Noncontrolling interest | 79,633 | 23,891 | 65,782 | 23,891 | ||||||||||||
| Total Equity | 12,055,586 | 5,421,052 | 12,462,020 | 5,421,052 | ||||||||||||
| Total Liabilities and Equity | $ | 22,642,380 | $ | 21,830,064 | $ | 21,777,749 | $ | 21,830,064 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Page 1
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended August 31,November 30, 2021 and August 31,November 30, 2020
(UNAUDITED)
| Three Months Ended August 31, | ||||||||||||||||||||||||
| 2021 | 2020 | Three Months Ended November 30, | Six Months Ended November 30, | |||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||
| Revenue, net | $ | 22,866,017 | $ | 14,514,006 | $ | 23,863,550 | $ | 16,068,577 | $ | 46,729,567 | $ | 30,582,583 | ||||||||||||
| Cost of sales | 19,055,629 | 12,182,922 | 19,815,539 | 13,233,492 | 38,871,168 | 25,416,414 | ||||||||||||||||||
| Selling, general and administrative expenses | 4,165,305 | 2,271,301 | 3,633,160 | 3,058,618 | 7,798,465 | 5,329,919 | ||||||||||||||||||
| 23,220,934 | 14,454,223 | 23,448,699 | 16,292,110 | 46,669,633 | 30,746,333 | |||||||||||||||||||
| Income (loss) from operations | (354,917 | ) | 59,783 | 414,851 | (223,533 | ) | 59,934 | (163,750 | ) | |||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest expense, net | (33,846 | ) | (52,276 | ) | (28,138 | ) | (51,697 | ) | (61,984 | ) | (103,973 | ) | ||||||||||||
| Gain on PPP Loan and interest forgiveness | 6,735,246 | - | - | - | 6,735,246 | - | ||||||||||||||||||
| Unrealized gain (loss) on marketable securities, net | (2,448 | ) | (9,584 | ) | ||||||||||||||||||||
| Unrealized loss on marketable securities, net | (3,888 | ) | (2,080 | ) | (6,336 | ) | (11,664 | ) | ||||||||||||||||
| Income (loss) before income taxes | 6,344,035 | (2,077 | ) | 382,825 | (277,310 | ) | 6,726,860 | (279,387 | ) | |||||||||||||||
| Benefit from income taxes | (115,000 | ) | (5,000 | ) | ||||||||||||||||||||
| Provision (benefit) from income taxes | 128,000 | (30,000 | ) | 13,000 | (35,000 | ) | ||||||||||||||||||
| Consolidated net income | 6,459,035 | 2,923 | ||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | 57,49 2 | 5,923 | ||||||||||||||||||||||
| Consolidated net income (loss) | 254,825 | (247,310 | ) | 6,713,860 | (244,387 | ) | ||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | 11,789 | (552 | ) | 69,281 | 5,371 | |||||||||||||||||||
| Net income (loss) attributable to TSR, Inc. | $ | 6,401,543 | $ | (3,000 | ) | $ | 243,036 | $ | (246,758 | ) | $ | 6,644,579 | $ | (249,758 | ) | |||||||||
| Basic net income (loss) per TSR, Inc. common share | $ | 3.26 | $ | (0.00 | ) | $ | 0.12 | $ | (0.13 | ) | $ | 3.39 | $ | (0.13 | ) | |||||||||
| Diluted net income (loss) per TSR, Inc. common share | $ | 3.18 | $ | (0.00 | ) | $ | 0.12 | $ | (0.13 | ) | $ | 3.27 | $ | (0.13 | ) | |||||||||
| Basic weighted average number of common shares outstanding | 1,962,062 | 1,962,062 | 1,962,062 | 1,962,062 | 1,962,062 | 1,962,062 | ||||||||||||||||||
| Diluted weighted average number of common shares outstanding | 2,014,699 | 1,962,062 | 2,032,878 | 1,962,062 | 2,031,690 | 1,962,062 | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Page 2
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months and Six Months Ended August 31,November 30, 2021 and August 31,November 30, 2020
(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, 2020 | 3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 14,141,796 | $ | (13,514,003 | ) | $ | 5,761,803 | $ | 28,380 | $ | 5,790,183 | ||||||||||||||||
| Net income attributable to noncontrolling interest | - | - | - | - | - | - | 5,923 | 5,923 | ||||||||||||||||||||||||
| Net loss attributable to TSR, Inc. | - | - | - | (3,000 | ) | - | (3,000 | ) | - | (3,000 | ) | |||||||||||||||||||||
| Balance at Aug. 31, 2020 | 3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 14,138,796 | $ | (13,514,003 | ) | $ | 5,758,803 | $ | 34,303 | $ | 5,793,106 | ||||||||||||||||
| Shares of common stock | Common stock | Additional paid-in capital | Retained earnings | Treasury stock | TSR, Inc. equity | Non- controlling interest | Total equity | 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, 2020 | 3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 14,141,796 | $ | (13,514,003 | ) | $ | 5,761,803 | $ | 28,380 | $ | 5,790,183 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | - | - | - | - | - | - | 5,923 | 5,923 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to TSR, Inc. | - | - | - | (3,000 | ) | - | (3,000 | ) | - | (3,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Aug. 31, 2020 | 3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 14,138,796 | $ | (13,514,003 | ) | $ | 5,758,803 | $ | 34,303 | $ | 5,793,106 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | - | - | - | - | - | - | (552 | ) | (552 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to TSR, Inc. | - | - | - | (246,758 | ) | - | (246,758 | ) | - | (246,758 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Nov. 30, 2020 | 3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 13,892,038 | $ | (13,514,003 | ) | $ | 5,512,045 | $ | 33,751 | $ | 5,545,796 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2021 | 3,114,163 | $ | 31,142 | $ | 5,339,200 | $ | 13,540,822 | $ | (13,514,003 | ) | $ | 5,397,161 | $ | 23,891 | $ | 5,421,052 | 3,114,163 | $ | 31,142 | $ | 5,339,200 | $ | 13,540,822 | $ | (13,514,003 | ) | $ | 5,397,161 | $ | 23,891 | $ | 5,421,052 | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | - | - | - | - | - | - | 57,492 | 57,492 | - | - | - | - | - | - | 57,492 | 57,492 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | - | - | - | - | - | - | (1,750 | ) | (1,750 | ) | - | - | - | - | - | - | (1,750 | ) | (1,750 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock compensation | - | - | 177,249 | - | - | 177,249 | - | 177,249 | - | - | 177,249 | - | - | 177,249 | - | 177,249 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to TSR, Inc. | - | - | - | 6,401,543 | - | 6,401,543 | - | 6,401,543 | - | - | - | 6,401,543 | - | 6,401,543 | - | 6,401,543 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at August 31, 2021 | 3,114,163 | $ | 31,142 | $ | 5,516,449 | $ | 19,942,365 | $ | (13,514,003 | ) | $ | 11,975,953 | $ | 79,633 | $ | 12,055,586 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Aug. 30, 2021 | 3,114,163 | $ | 31,142 | $ | 5,516,449 | $ | 19,942,365 | $ | (13,514,003 | ) | $ | 11,975,953 | $ | 79,633 | $ | 12,055,586 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | - | - | - | - | - | - | 11,789 | 11,789 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | - | - | - | - | - | - | (25,640 | ) | (25,640 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock compensation | - | - | 177,249 | - | - | 177,249 | - | 177,249 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to TSR, Inc. | - | - | - | 243,036 | - | 243,036 | - | 243,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Nov. 30, 2021 | 3,114,163 | $ | 31,142 | $ | 5,693,698 | $ | 20,185,401 | $ | (13,514,003 | ) | $ | 12,396,238 | $ | 65,782 | $ | 12,462,020 | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Page 3
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The ThreeSix Months Ended August 31,November 30, 2021 and AugustNovember 31, 2020
(UNAUDITED)
| Three Months Ended August 31, | Six Months Ended November 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Consolidated net income | $ | 6,459,035 | $ | 2,923 | ||||||||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||||||||||||||||
| Consolidated net income (loss) | $ | 6,713,860 | $ | (244,387 | ) | |||||||||||
| Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||
| Depreciation and amortization | 55,306 | 2,396 | 110,612 | 47,543 | ||||||||||||
| Unrealized loss on marketable securities, net | 2,448 | 9,584 | 6,336 | 11,664 | ||||||||||||
| Deferred income taxes | (83,000 | ) | (3,000 | ) | 9,000 | (74,000 | ) | |||||||||
| Non-cash lease (recovery) expense | (14,326 | ) | 250 | |||||||||||||
| Non-cash lease recovery | (30,193 | ) | (18 | ) | ||||||||||||
| Non-cash Right-of-use asset impairment charge | - | 136,599 | ||||||||||||||
| Forgiveness of principal and accrued interest on SBA PPP loan | (6,735,246 | ) | - | (6,735,246 | ) | - | ||||||||||
| Non-cash stock-based compensation expense | 177,249 | - | 354,498 | - | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Accounts receivable | (549,345 | ) | 459,430 | (1,111,808 | ) | (171,442 | ) | |||||||||
| Other receivables | (2,220 | ) | (2,210 | ) | (2,820 | ) | (24,136 | ) | ||||||||
| Prepaid expenses | 15,871 | 22,955 | (43,995 | ) | (143,308 | ) | ||||||||||
| Prepaid and recoverable income taxes | (37,405 | ) | (7,158 | ) | (7,055 | ) | 31,642 | |||||||||
| Other assets | (11,096 | ) | - | (56,967 | ) | (26,789 | ) | |||||||||
| Accounts payable, other payables, accrued expenses and other current liabilities | 1,311,872 | 1,033,878 | 126,662 | 1,434,986 | ||||||||||||
| Advances from customers | 25,084 | (11,401 | ) | (668 | ) | (11,401 | ) | |||||||||
| Legal settlement payable | (291,445 | ) | 9,822 | (284,144 | ) | 19,643 | ||||||||||
| Net cash provided by operating activities | 322,782 | 1,517,469 | ||||||||||||||
| Net cash (used in) provided by operating activities | (951,928 | ) | 986,596 | |||||||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchase of Geneva Consulting Group, Inc., net of cash acquired of $241,946 | - | (3,100,114 | ) | |||||||||||||
| Purchases of equipment and leasehold improvements | (27,986 | ) | (7,976 | ) | (74,945 | ) | (22,659 | ) | ||||||||
| Net cash used in investing activities | (27,986 | ) | (7,976 | ) | (74,945 | ) | (3,122,773 | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Net repayments on Credit Facility | (57,750 | ) | (437,153 | ) | (48,573 | ) | (401,097 | ) | ||||||||
| Distribution to noncontrolling interest | (1,750 | ) | - | (27,390 | ) | - | ||||||||||
| Net cash used in financing activities | (59,500 | ) | (437,153 | ) | (75,963 | ) | (401,097 | ) | ||||||||
| Net increase in cash and cash equivalents | 235,296 | 1,072,340 | ||||||||||||||
| Net decrease in cash and cash equivalents | (1,102,836 | ) | (2,537,274 | ) | ||||||||||||
| Cash and cash equivalents at beginning of period | 7,370,646 | 9,730,022 | 7,370,646 | 9,730,022 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 7,605,942 | $ | 10,802,362 | $ | 6,267,810 | $ | 7,192,748 | ||||||||
| Supplemental disclosures of cash flow data: | ||||||||||||||||
| Income taxes paid | $ | 5,000 | $ | 6,000 | $ | 11,000 | $ | 8,000 | ||||||||
| Non-cash investing and financing activities: | ||||||||||||||||
| Right-of-use asset and operating lease liability | $ | - | $ | 261,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Page 4
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
| 1. | Basis of Presentation |
The accompanying condensed consolidated interim financial statements include the accounts of TSR, Inc. and its subsidiaries. Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to TSR, Inc. and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The condensed balance sheet as of May 31, 2021, 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 (the “SEC”). 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 August 31,November 30, 2021 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, 2022. 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, 2021.
| 2. | Net Income (Loss) Per Common Share |
Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders of TSR, Inc. by the weighted average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. During the quarter ended February 28, 2021, the Company granted time and performance vesting restricted stock awards under its 2020 Equity Incentive Plan (see Note 1817 for further information). Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the reporting period. The common stock equivalents associated with these restricted stock awards of 52,63770,816 and 69,628 in the three months and six months ended August 31,November 30, 2021 have been included for dilutive shares outstanding for the three months and six months ended August 31,November 30, 2021.
| 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 August 31,November 30, 2021 and May 31, 2021:
| August 31, 2021 | May 31, 2021 | |||||||||||||||
| November 30, 2021 | May 31, 2021 | |||||||||||||||
| Cash in banks | $ | 7,552,534 | $ | 7,317,517 | $ | 6,214,123 | $ | 7,317,517 | ||||||||
| Money market funds | 53,408 | 53,129 | 53,687 | 53,129 | ||||||||||||
| $ | 6,267,810 | $ | 7,370,646 | |||||||||||||
| $ | 7,605,942 | $ | 7,370,646 | |||||||||||||
| 4. | Fair Value of Financial Instruments |
Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America (“GAAP”) and provides for expanded disclosure about fair value measurements. ASC 820-10 applies to all other accounting pronouncements that require or permit fair value measurements.
Page 5
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
The Company determines or calculates the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments while estimating for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flows.
Assets and liabilities typically recorded at fair value on a non-recurring basis to which ASC 820-10 applies include:
| ● | non-financial assets and liabilities initially measured at fair value in an acquisition or business combination, and | |
| ● | long-lived assets measured at fair value due to an impairment assessment under ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. |
This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820-10 requires that assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories:
| ● | Level 1 - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. | |
| ● | Level 2 - inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | |
| ● | Level 3 - inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be |
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company classifies such financial assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
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.
| 5. | Marketable Securities |
The Company has characterized its investments in 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 |
Page 6
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
The following are the major categories of assets measured at fair value on a recurring basis as of August 31,November 30, 2021 and May 31, 2021 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3):
| August 31, 2021 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||
| November 30, 2021 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||
| Equity Securities | $ | 43,248 | $ | - | $ | $ | 43,248 | $ | 39,360 | $ | - | $ | - | $ | 39,360 | |||||||||||||||||
| May 31, 2021 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Equity Securities | $ | 45,696 | $ | - | $ | - | $ | 45,696 | ||||||||
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 marketable securities at August 31,November 30, 2021 and May 31, 2021 are summarized as follows:
| August 31, 2021 | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Recorded Value | ||||||||||||||||||||||||||||
| November 30, 2021 | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Recorded Value | ||||||||||||||||||||||||||||
| Equity Securities | $ | 16,866 | $ | 26,382 | $ | - | $ | 43,248 | $ | 16,866 | $ | 22,494 | $ | - | $ | 39,360 | ||||||||||||||||
| May 31, 2021 | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Recorded Value | ||||||||||||
| Equity Securities | $ | 16,866 | $ | 28,830 | $ | - | $ | 45,696 | ||||||||
The Company’s investments in marketable securities consist primarily of investments in 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.
Page 7
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
| 6. |
Rights Plan / Preferred Stock
Amended and Restated Rights Agreement
On August 29, 2018, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a “Right”) for each share of common stock, par value $0.01 per share (“Common Stock”), of the Company outstanding on August 29, 2018 to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement, dated as of August 29, 2018, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. Each Right entitled the registered holder to purchase from the Company one one-hundredth of a share of Class A Preferred Stock, Series One, par value $0.01 per share (“Preferred Stock”), of the Company at a price of $24.78 per one one-hundredth of a share of Preferred Stock represented by a Right, subject to adjustment.
On August 30, 2019, the Company entered into a settlement and release agreement (the “Settlement Agreement”) with Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC and Tajuddin Haslani (collectively, the “Investor Parties”), pursuant to which the Company agreed to, among other things, amend and restate the Rights Agreement to provide that a “Distribution Date” (as defined below) shall not occur as a result of any request by any of the Investor Parties calling for a special meeting pursuant to Article II, Section 5 of the Amended and Restated By-Laws of the Company in accordance with the terms of the Settlement Agreement (see Note 7, “Other Matters.”). Pursuant to the Settlement Agreement, the Company amended and restated the Rights Agreement on September 3, 2019 (the “A&R Rights Agreement”) to confirm that a Distribution Date (as defined in the A&R Rights Agreement) shall not occur as a result of any request by any of the Investor Parties for a special meeting of the Company’s stockholders.
First Amendment to A&R Rights Agreement
On January 5, 2021, the disinterested members of the Board of Directors of the Company approved a waiver for QAR Industries, Inc. to complete its proposed acquisition of shares owned by Fintech Consulting LLC (the “Acquisition”) under the Company’s A&R Rights Agreement so that a Distribution Date would not occur as a result of the Acquisition. On February 4, 2021, the Company entered into that certain First Amendment to the A&R Rights Agreement with the Rights Agent, which provides that a Distribution Date shall not occur as a result of the Acquisition.
Second Amendment to A&R Rights Agreement and Termination of A&R Rights Agreement as of March 31, 2021
At the Company’s combined 2019 and 2020 annual meeting of stockholders held on November 19, 2020, the Company’s stockholders approved an advisory vote to terminate the Company’s A&R Rights Agreement no later than August 29, 2021. On March 31, 2021, the Company entered into that certain Second Amendment to A&R Rights Agreement with the Rights Agent, pursuant to which the Expiration Date will be advanced from August 29, 2021 to March 31, 2021. As a result of this amendment, effective as of the close of business on March 31, 2021, the A&R Rights Agreement expired and are no longer outstanding and the A&R Rights Agreement was terminated by its terms.
Following the expiration of the Rights and the termination of the A&R Rights Agreement on April 1, 2021, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Class A Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
| 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 except for the litigation disclosed below.
Page 8
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2021
(Unaudited)
On October 16, 2018, the Company was served with a complaint filed on October 11, 2018elsewhere in the Supreme Court of the State of New York, Queens County, by Susan Paskowitz, a stockholder of the Company, against the Company; Joseph F. Hughesreport, including Notes 9, 10 and Winifred M. Hughes; former directors Christopher Hughes, Raymond A. Roel, Brian J. Mangan, Regina Dowd, James J. Hill, William Kelly, and Eric Stein; as well as stockholders Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC (the “Stockholder Litigation”). The complaint purported to be a class action lawsuit asserting claims on behalf of all minority stockholders of the Company. Ms. Paskowitz alleged the following: the sale by Joseph F. Hughes and Winifred M. Hughes of an aggregate of 819,491 shares of the Company’s common stock (“controlling interest”) to Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC was in breach of Joseph F. Hughes’ and Winifred M. Hughes’ fiduciary duties and16 to the detriment of the Company’s minority stockholders; the former members of the Board of Directors of the Company namedCondensed Consolidated Financial Statements and in the complaint breached their fiduciary duties by failing to immediately adopt a rights plan that would have prevented Joseph F. Hughes and Winifred M. Hughes from selling their shares and preserved a higher premium for all stockholders; Zeff, QAR, and Fintech are “partners” and constitute a “group.” Ms. Paskowitz also asserted that Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC aided and abetted Joseph F. Hughes’ and Winifred M. Hughes’ conduct, and ultimately sought to buy out the remaining sharessection titled “Item 1, Legal Proceedings” in Part II of the Company at an unfair price.
On June 14, 2019, Ms. Paskowitz filed an amended complaint in the Stockholder Litigation in the Supreme Court of the State of New York, Queens County against the former members of the Board of Directors and Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC, which asserted substantially similar allegations to those contained in the October 11, 2018 complaint, but omitted Regina Dowd, Joseph F. Hughes and Winifred M. Hughes as defendants. In addition to the former members of the Board of Directors named in the original complaint, the amended complaint named former directors Ira Cohen, Joseph Pennacchio, and William Kelly as defendants. The amended complaint also asserted a derivative claim purportedly on behalf of the Company against the named former members of the Board of Directors. The amended complaint sought declaratory judgment and unspecified monetary damages. The complaint requested: (1) a declaration from the court that the former members of the Board of Directors named in the complaint breached their fiduciary duties by failing to timely adopt a stockholder rights plan, which resulted in the loss of the ability to auction the Company off to the highest bidder without interference from Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC; (2) damages derivatively on behalf of the Company for unspecified harm caused by the named Directors’ alleged breaches of fiduciary duties; (3) damages and equitable relief derivatively on behalf of the Company for the named Directors’ alleged failure to adopt proper corporate governance practices; and (4) damages and injunctive relief against Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC based on their knowing dissemination of false or misleading public statements concerning their status as a group. The complaint has not assigned any monetary values to alleged damages.
On July 15, 2019, the Company filed an answer to the amended complaint in the Stockholder Litigation and cross-claims against Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC for breaches of their fiduciary duties, aiding and abetting breaches of fiduciary duties, and indemnification and contribution based on their misappropriation of material nonpublic information and their failure to disclose complete and accurate information in SEC filings concerning their group actions to attempt a creeping takeover of the Company, which was thereafter amended on July 26, 2019.
On December 21, 2018, the Company filed a complaint in the United States District Court, Southern District of New York, against Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC, and Tajuddin Haslani for violations of the disclosure and anti-fraud requirements of the federal securities laws under Sections 13(d) and 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and the related rules and regulations promulgated by the SEC, for failing to disclose to the Company and its stockholders their formation of a group and the group’s intention to seize control of the Company (the “SDNY Action”). The complaint requested that the court, among other things, declare that the defendants have solicited proxies without filing timely, accurate and complete reports on Schedule 13D and Schedule 14A in violation of Sections 13(d) and 14(a) of the Exchange Act, direct the defendants to file with the SEC complete and accurate disclosures, enjoin the defendants from voting any of their shares prior to such time as complete and accurate disclosures have been filed, and enjoin the defendants from further violations of the Exchange Act with respect to the securities of the Company.
Page 9
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2021
(Unaudited)
On January 7, 2019, Ms. Paskowitz filed a related action against Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC, and Tajuddin Haslani in the Southern District of New York, which asserted claims against them for breach of fiduciary duty and under federal securities laws similar to those asserted in the Company’s action. Although the Company is not a party to Ms. Paskowitz’s action, the court has determined to treat the Company’s and Ms. Paskowitz’s respective actions as related.
On August 7, 2019, following the Company’s initial rescheduling of the 2018 annual meeting of stockholders (the “2018 Annual Meeting”) for September 13, 2019 and the filing of Preliminary Proxy Statements by the Company and Zeff Capital, L.P., Zeff Capital, L.P. filed a complaint in the Delaware Court of Chancery against the Company seeking an order requiring the Company to hold its next annual meeting of stockholders on or around September 13, 2019, and obligating the Company to elect Class I and Class III directors at that annual meeting.
On August 13, 2019, the Company filed a motion for preliminary injunction in the SDNY Action in advance of the Company’s 2018 Annual Meeting originally scheduled for September 13, 2019, and requested leave to file a motion for expedited discovery. The Court denied the Company’s motion for preliminary injunction but ordered Zeff Capital, L.P. to “make clear that the second set of directors” described by Zeff Capital, L.P. in its preliminary proxy statement “is contingent upon the resolution of a proceeding in Delaware Chancery Court.”
On August, 30, 2019, the Company entered into a settlement and release agreement (the “Settlement Agreement”) with the Investor Parties with respect to the proxy contest pertaining to the election of directors at the 2018 Annual Meeting, which was held on October 22, 2019. Pursuant to the Settlement Agreement, the parties agreed to forever settle and resolve any and all disputes between the parties, including without limitation disputes arising out of or relating to the following litigations:
(i) The complaint relating to alleged breaches of fiduciary duties filed on November 1, 2018 by Fintech Consulting LLC against the Company in the Delaware Court of Chancery, which was previously dismissed voluntarily;
(ii) The complaint for declaratory and injunctive relief for violations of the federal securities laws filed on December 21, 2018 by the Company against the Investor Parties in the United States District Court in the Southern District of New York;
(iii) Cross-claims relating to alleged breaches of fiduciary duties and for indemnification and contribution filed on July 26, 2019 by the Company against the Investor Parties in New York Supreme Court, Queens County; and
(iv) The complaint to compel annual meeting of stockholders filed on August 7, 2019 by Zeff Capital, L.P. against the Company in the Delaware Court of Chancery.
No party admitted any liability by entering into the Settlement Agreement. The Settlement Agreement did not resolve the Stockholder Litigation filed by Susan Paskowitz against the Company, Joseph F. Hughes, Winifred M. Hughes and certain former directors of the Company in the Supreme Court of the State of New York on October 11, 2018.
Concurrently with the Settlement Agreement, the parties entered into a share repurchase agreement (the “Repurchase Agreement”) which provided for the purchase by the Company and Christopher Hughes, the Company’s former President and Chief Executive Officer, of the shares of the Company’s Common Stock held by the Investor Parties (the “Repurchase”). The Settlement Agreement also contemplated that, if the Repurchase was completed, the Company would make a settlement payment to the Investor Parties at the closing of the Repurchase in an amount of approximately $1,500,000 (the “Settlement Payment”). However, the Repurchase and Settlement Payment were not completed by the deadline of December 30, 2019.
Pursuant to the Settlement Agreement, (1) the Company agreed to adopt an amendment to the Company’s Amended and Restated By-Laws, dated April 9, 2015 (the “By-Laws Amendment”), providing that stockholders of the Company owning at least forty percent (40%) of the issued and outstanding Common Stock may request a special meeting of stockholders; (2) the Investor Parties agreed not to take any action to call or otherwise cause a special meeting of stockholders to occur prior to December 30, 2019 (unless the Company had failed to hold the 2018 Annual Meeting); (3) the Company agreed to amend and restate the Company’s Rights Agreement, dated August 29, 2018 (the “Amended Rights Agreement”), to confirm that a Distribution Date (as defined in the Amended Rights Agreement) shall not occur as a result of any request by any of the Investor Parties for a special meeting; (4) the Company agreed that prior to the earlier of (A) the completion of the Repurchase and the payment of the Settlement Payment and (B) January 1, 2020, the Board of Directors shall not consist of more than seven (7) directors.
Page 10
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2021
(Unaudited)
Pursuant to the terms of the Settlement Agreement, the two nominees for director made by Zeff Capital, L.P. were elected as directors at the Company’s 2018 Annual Meeting held on October 22, 2019. Please see the Company’s current Report on Form 8-K filed with the SEC on October 21, 2019 for more information about the background of the election of directors at the Company’s 2018 Annual Meeting.
Pursuant to the terms of the Settlement Agreement, inasmuch as the Repurchase was not completed and the Settlement Payment was not made by December 30, 2019, the members of the Board of Directors (other than the two directors who were nominated by Zeff Capital, L.P. and elected as directors at the 2018 Annual Meeting) resigned from the Board effective 5:00 p.m. Eastern Time on December 30, 2019. Immediately thereafter, the two remaining directors appointed Robert Fitzgerald to the Board of Directors. Please see the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2019 for more information about the background and the appointment of Robert Fitzgerald.
The foregoing is not a complete description of the terms of the Settlement Agreement and the Share Repurchase Agreement. For a further description of the terms of the Settlement Agreement and the Share Repurchase Agreement, including copies of the Settlement Agreement and Share Repurchase Agreement, please see the Company’s Current Report on Form 8-K filed by the Company with the SEC on September 3, 2019.
On October 21, 2019, the Company entered into a Memorandum of Understanding (the “MOU”) with Susan Paskowitz providing for the settlement of the Stockholder Litigation filed by Ms. Paskowitz on October 11, 2018. The MOU provides for the settlement of the claims by Ms. Paskowitz that (1) the members of the Board named in the original complaint allegedly breached their fiduciary duties by failing to immediately adopt a rights plan that would have prevented the sale by Joseph F. Hughes and Winifred M. Hughes of an aggregate of 819,491 shares of the Company’s common stock to the Investor Parties; (2) the members of the Board named in the amended complaint allegedly breached their fiduciary duties and failed to adopt proper corporate governance practices; and (3) the Investor Parties acted as “partners” and constituted a “group” in their purchase of shares from Joseph F. Hughes and Winifred M. Hughes and knowingly disseminated false or misleading public statements concerning their status as a group.
Pursuant to the terms of the MOU, the Company will (1) implement certain corporate governance reforms described in the MOU within 30 days of a final order and judgment entered by the court, and keep these corporate governance reforms in place for 5 years from the time of the final order and judgment; and (2) acknowledge that the plaintiff, Ms. Paskowitz, and her counsel provided a substantial benefit to the Company and its stockholders through the prosecution of the Stockholder Litigation and other related actions filed by Ms. Paskowitz described above.
On December 16, 2019, the Company entered into a Stipulation and Agreement of Settlement (the “Stipulation”) with Susan Paskowitz in the Stockholder Litigation, which retained the terms and conditions of settlement of the Stockholder Litigation contained in the MOU described in the preceding paragraph, with the addition that the Company will pay to plaintiff’s counsel an award of attorneys’ fees and reimbursement of expenses in the amount of $260,000 (collectively, the “Stockholder Litigation Settlement”). The Stockholder Litigation Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties, and provides for mutual releases by all parties. Each stockholder of the Company is a member of the plaintiff class unless such stockholder opts out of the class. The Stipulation is independent of the Settlement Agreement and Share Repurchase Agreement that the Company had entered into with the Investor Parties.
Page 11
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2021
(Unaudited)
On December 24, 2019, Ms. Paskowitz moved for preliminary approval of the Stipulation. On May 21, 2020, the Court entered an order preliminarily approving the Stipulation. The Court conducted a settlement hearing on April 20, 2021 to consider final approval of the Stipulation. On May 25, 2021, the Court issued a final order and judgment approving all material terms in the Stipulation. Pursuant to the terms of the final order, the Court fully and finally approved the settlement set forth in the Stipulation and dismissed the Stockholder Litigation with prejudice. The settlement payment was paid by the Company’s insurance provider under its insurance policy.
Please also refer to Note 10, Termination of Former CEO, regarding an ongoing lawsuit originally filed by the Company’s former Chief Executive Officer against the Company in the Supreme Court of the State of New York in March 2020.this report.
| Leases |
The Company leases the space for its three offices in New York City, Hauppauge and New Jersey. Under ASC 842, at contract inception we determine whether the contract is or contains a lease and whether the lease should be classified as an operating or finance lease. Operating leases are in right-of-use assets and operating lease liabilities are in our condensed consolidated balance sheets.
The Company’s leases for its three offices are classified as operating leases.
The lease agreements for New York City, Hauppauge and New Jersey expire on August 31, 2022, December 31, 2023 and May 31, 2027, respectively, and do not include any renewal options. During the fiscal year ended May 31, 2021, the Company extended its lease in Hauppauge, entered into a lease in a new location for its New Jersey office expiring May 31, 2027 and entered into an agreement to sublease the space in New York City expiring August 31, 2022. Due to the fact that the future sublease cash inflows will be less than the carrying value of the corresponding right-of-use asset, the Company recorded a right-of-use asset impairment charge of $136,599 in the quarter ended November 30, 2020.
In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes and operating expenses during the lease terms.
For the threesix months ended August 31,November 30, 2021 and 2020, the Company’s operating lease expense for these leases was $72,935.$155,000 and $231,000, respectively.
Future minimum lease payments under non-cancellable operating leases as of August 31,November 30, 2021 were as follows:
| Twelve Months Ending August 31, | ||||||||
| Twelve Months Ending November 30, | ||||||||
| 2022 | $ | 373,376 | $ | 334,441 | ||||
| 2023 | 217,439 | 218,903 | ||||||
| 2024 | 154,841 | 130,646 | ||||||
| 2025 | 124,614 | 125,388 | ||||||
| 2026 | 127,729 | 128,522 | ||||||
| Thereafter | 97,582 | 65,054 | ||||||
| Total undiscounted operating lease payments | 1,095,581 | 1,002,954 | ||||||
| Less imputed interest | 153,214 | 137,168 | ||||||
| Present value of operating lease payments | $ | 942,367 | $ | 865,786 | ||||
Page 128
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
The following table sets forth the right-of-use assets and operating lease liabilities as of August 31,November 30, 2021:
| Assets | ||||||||
| Right-of-use assets, net | $ | 835,166 | $ | 774,452 | ||||
| Liabilities | ||||||||
| Current operating lease liabilities | $ | 317,417 | $ | 283,841 | ||||
| Long-term operating lease liabilities | 624,950 | 581,945 | ||||||
| Total operating lease liabilities | $ | 942,367 | $ | 865,786 | ||||
The weighted average remaining lease term for the Company’s operating leases is 3.12.9 years.
| Credit Facility |
On November 27, 2019, TSR closed on a revolving credit facility (the “Credit Facility”) pursuant to a Loan and Security Agreement with Access Capital, Inc. (the “Lender”) that initially provided up to $7,000,000 in funding to TSR and its direct and indirect subsidiaries, TSR Consulting Services, Inc., Logixtech Solutions, LLC and Eurologix, S.A.R.L., each of which, together with TSR, is a borrower under the Credit Facility. Each of the borrowers has provided a security interest to the Lender in all of their respective assets to secure amounts borrowed under the Credit Facility.
TSR expects to utilize the Credit Facility for working capital and general corporate purposes. TSR had also expected to utilize the Credit Facility to complete the Repurchase (as defined above) and make the Settlement Payment (as defined above); however, TSR did not complete the Repurchase and make the Settlement Payment prior to the December 30, 2019 deadline established in the Credit Facility for such use.
Because TSR did not complete the Repurchase and make the Settlement Payment prior to the December 30, 2019 deadline, theThe maximum amount that may now be advanced under the Credit Facility at any time shall not exceed $2,000,000.
Advances under the Credit Facility accrue interest at a rate per annum equal to (x) the “base rate” or “prime rate” announced by Citibank, N.A. from time to time, which shall be increased or decreased, as the case may be, in an amount equal to each increase or decrease in such “base rate” or “prime rate,” plus (y) 1.75%. The prime rate as of August 31,November 30, 2021 was 3.25%, indicating an interest rate of 5.0% on the line of credit. The initial term of the Credit Facility is five years, which shall automatically renew for successive five-year periods unless either TSR or the Lender gives written notice to the other of termination at least 60 days prior to the expiration date of the then-current term.
TSR is obliged to satisfy certain financial covenants and minimum borrowing requirements under the Credit Facility, and to pay certain fees, including prepayment fees, and provide certain financial information to the Lender. The Company was in compliance with all applicable covenants at August 31,November 30, 2021.
As of August 31,November 30, 2021, the net borrowings outstanding against this line of credit facility were $34,777.$44,000. The amount the Company has borrowed fluctuates and, at times, it has utilized the maximum amount of $2,000,000 available under the facility to fund its payroll and other obligations.
Page 139
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
| Termination of Former CEO |
The Company terminated Christopher Hughes, the former Chief Executive Officer of the Company (“Hughes”), effective February 29, 2020 for “Cause” as defined in Section 6(a) of his Amended and Restated Employment Agreement dated August 9, 2018 (the “Employment Agreement”). Despite having already been terminated from employment, on March 2, 2020, the Company received a letter from Mr. Hughes, providing notice of his intent to resign for “Good Reason” as defined in Section 7(c) of the Employment Agreement pursuant to which he claimed to be entitled to the “Enhanced Severance Amount” under the Employment Agreement. Hughes filed a complaint against the Company in the Supreme Court of the State of New York in March 2020 alleging two causes of action: (1) breach of his employment contract; and (2) breach of duty of good faith and fair dealing. Plaintiff Hughes allegesalleged that he was terminated without cause or in the alternative that he resigned for good reason and therefore, pursuant to the Employment Agreement, Hughes seekssought severance pay in the amount of $1,000,000 and reasonable costs and attorney’s fees. The Company deniesdenied Plaintiff’s allegations in their entirety and has filed counterclaims against Plaintiff for (1) declaratory relief; (2) breach of confidence/non-compete agreement; (3) declaratory and injunctive relief – confidence/non-compete; (4) tortious interference with current and prospective contractual and economic relations; (5) breach of fiduciary duty; (6) misappropriation of trade secrets; (7) declaratory and injunctive relief – unfair competition; and (8) conversion.
In October 2021, the Company and Hughes agreed through mediation to settle this matter. In order to avoid lengthy and costly litigation and discovery expenses, the Company will payhas paid Hughes $705,000 to settle all claims. After adjusting for estimated expected insurance reimbursement, the Company has accrued a charge of $580,000 to selling, general and administrative expenses in the quarter ended August 31, 2021 and six months ended November 30, 2021.
| Legal Settlement with Investor |
On April 1, 2020, the Company entered into a binding term sheet (“Term Sheet”) with Zeff Capital, L.P. (“Zeff”) pursuant to which it agreed to pay Zeff an amount of $900,000 over a period of three years in cash or cash and stock in settlement of expenses incurred by Zeff during its solicitations in 2018 and 2019 in connection with the annual meetings of the Company, the costs incurred in connection with the litigation initiated by and against the Company as well as negotiation, execution and enforcement of the Settlement and Release Agreement, dated as of August 30, 2019, by and between the Company, Zeff and certain other parties (see Note 7).parties. In exchange for certain releases, the Term Sheet calls for a cash payment of $300,000 on June 30, 2021, a second cash payment of $300,000 on June 30, 2022 and a third payment of $300,000 also on June 30, 2022, which can be paid in cash or common stock at the Company’s option. There is no interest due on these payments. The $300,000 payment due June 30, 2021 was paid during the quarter ended August 31, 2021. The agreement also has protections to defer such payment dates so that the debt covenants with the Company’s lender are not breached. On August 13, 2020, the Company, Zeff, Zeff Holding Company, LLC and Daniel Zeff entered into a settlement agreement to reflect these terms. Any installment payment which is deferred as permitted above will accrue interest at the prime rate plus 3.75%, and Zeff shall thereby have the option to convert such deferred amounts (plus accrued interest if any) into shares of the Company’s stock. The Company accrued $818,000, the estimated present value of these payments using an effective interest rate of 5%, in the quarter ended February 29, 2020, as the events relating to the expense occurred prior to such date. The estimated present value of the remaining payments is $576,000$583,000 at August 31,November 30, 2021.
| COVID-19 |
The COVID-19 outbreak in the United States has caused business disruption including mandated and voluntary closing of various businesses. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and the impact of the pandemic on our business. Therefore, the Company expects this matter to continue to negatively impact its operating results in future periods. The full financial impact and duration cannot be reasonably estimated at this time.
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TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
| Paycheck Protection Program Loan |
On April 15, 2020, the Company received loan proceeds of $6,659,220 under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (“PPP”) was established under the recent congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The PPP Loan to the Company was made through JPMorgan Chase Bank, N.A., a national banking association.
In March 2021, the Company submitted a PPP Loan Forgiveness application to the SBAS through the PPP Lender. On July 7, 2021, the Company received notification from the PPP Lender that the SBA approved the Company’s application for forgiveness of the entire principal amount of the PPP Loan plus accrued interest. The PPP Lender will apply the forgiveness amount to satisfy the PPP Loan. The Company has no further obligations with respect to the PPP Loan. The Company recognized “Other Income” of $6,735,246 in the quarter ended August 31, 2021 and six months ended November 30, 2021 related to the forgiveness of the loan principal and accrued interest.
| Geneva Consulting Group Acquisition |
On September 1, 2020, the Company completed the acquisition of all of the outstanding stock of Geneva Consulting Group, Inc., a New York corporation (“Geneva”) and provider of temporary and permanent information technology personnel based in Port Washington, New York. The stock of Geneva was purchased from the three shareholders of Geneva (the “Sellers”), none of which had, or will have following the acquisition, a material relationship with the Company or its affiliates.
The purchase price for the shares of Geneva is comprised of the following: (i) $1,452,000 in cash paid to Sellers at the closing of the acquisition, (ii) an amount of $748,000, that is equal to the amount of Geneva’s loan under the PPP that was not assumed by the Company and is expected to be substantially forgiven by the SBA, (iii) an amount up to $300,000, which may be paid as an earnout payment in part in February 2021 and in part in August 2021 (the “Earnout Payments”), (iv) bonus payments payable in $10,000 increments, (v) $747,000 for the net working capital of Geneva as of closing and (vi) other purchase price adjustments of which $36,000 has been paid to date. Any Earnout Payments and bonus payments will be determined based upon the achievement of certain criteria relating to the number the Company’s contractors working full-time at the Company’s clientsclient locations on such dates.
The purchase agreement for the Geneva acquisition provided for a earn-out of up to $300,000 plusinitial Earnout Payments and bonus amounts in $10,000 increments which are earned through August 31, 2021. The initial earn-outpayment liability was valued at its fair value using an option pricing based approach with a risk-neutral framework using Black Scholes due to the option-like nature of the earn-out payment structure (Level 3 of the fair value hierarchy). The earn-out wasEarnout Payments were revalued quarterly prior to the resolution discussed below, using a present value approach and any resulting increase or decrease was recorded into selling, general and administrative expenses. Any changes in the amount of the actual results and forecasted scenarios could impact the fair value. Significant judgment was employed in determining the appropriateness of the assumptions used in calculating the fair value of the earn-outEarnout Payments as of the acquisition date and subsequent period ends.
On March 17, 2021, the Company entered into an agreement with the Sellers’ representatives pursuant to which the parties agreed to resolve certain interpretive differences regarding the Sellers’ entitlement to the bonus payments described above. Pursuant to this agreement, and in full satisfaction of the Company’s obligations for deferred payments under the purchase agreement for the Geneva acquisition, the Sellers’ representative acknowledged receipt of the first Earnout Payment in the amount of $100,000, the parties agreed that the Company would make aggregate bonus payments to the Sellers’ representatives in the amount of $260,000, and the Company agreed to instruct the escrow agent to release to the Sellers’ representatives the second Earnout Payment in the amount of $200,000. All amounts relating to the Earnout Payments and bonus payments that had not been paid as of the date of the agreement were either paid by the Company or released by the escrow agent on March 18, 2021. No further earnout or bonus amounts can be earned or will be paid subsequent to March 18, 2021. This agreement resulted in a charge to selling, general and administrative expenses of $210,000 in the quarter ended February 28, 2021. No further earnout or bonus amounts can be earned or will be paid subsequent to March 18, 2021.
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TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. The acquired assets and assumed liabilities have been recorded at their fair values. The Company determined the fair values with the assistance of valuations performed by an independent third-party specialist.
The Company has incurred approximately $498,000 in legal fees, business broker fees, valuation services, accounting fees and other expenses to complete the Geneva acquisition. Included in this amount is additional bonus payments to the Sellers of $210,000 related to the March 17, 2021 agreement discussed above. All acquisition related costs have been expensed as incurred and included in selling, general and administrative expenses.
The following table summarizes the components of the purchase price at fair values at September 1, 2020:
| Cash consideration paid to date | $ | 2,983,264 | ||
| Estimated earnout and other liabilities | 358,796 | |||
| Total purchase price | $ | 3,342,060 |
The following table summarizes the allocation of purchase price at estimated fair values at September 1, 2020:
| Cash | $ | 241,946 | $ | 241,946 | ||||
| Accounts receivable | 778,930 | 778,930 | ||||||
| Prepaid expenses | 5,249 | 5,249 | ||||||
| Intangible assets (see Note 16) | 1,800,000 | |||||||
| Intangible assets (see Note 15) | 1,800,000 | |||||||
| Goodwill | 785,883 | 785,883 | ||||||
| Accrued expenses | (269,948 | ) | (269,948 | ) | ||||
| Net assets | $ | 3,342,060 | $ | 3,342,060 | ||||
The following unaudited pro forma financial information presents the combined operating results of the Company and Geneva as if the acquisition had occurred as of the beginning of the earliest period presented. Pro forma data is subject to various assumptions and estimates and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future operating results.
Unaudited pro forma financial information assuming the acquisition of Geneva as of June 1, 2020 is presented in the following table (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| August 31, | November 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | 22,866 | $ | 15,951 | $ | 46,730 | $ | 32,020 | ||||||||
| Net income (loss) | $ | 6,402 | $ | (221 | ) | $ | 6,645 | $ | (488 | ) | ||||||
| Earnings (loss) per share | $ | 3.26 | $ | (0.11 | ) | |||||||||||
| Diluted earnings (loss) per share | $ | 3.27 | $ | (0.25 | ) | |||||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31,November 30, 2021
(Unaudited)
| Goodwill |
Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized but is subject to impairment analysis at least once annually or more frequently upon the occurrence of an event or when circumstances indicate that the carrying amount of a unit is greater than its fair value. The annual test of goodwill was performed as of September 1, 2021 and no impairment was found.
| Intangible Assets |
The Company amortizes its intangible assets over their estimated useful lives and will review these assets for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.
Intangible assets identified in the Geneva acquisition are as follows:
| May 31, | August 31, | May 31, | November 30, | |||||||||||||||||||||
| 2021 | Amortization | 2021 | 2021 | Amortization | 2021 | |||||||||||||||||||
| Database (estimated life 5 years) | $ | 195,500 | $ | 11,500 | $ | 184,000 | $ | 195,500 | $ | 23,000 | $ | 172,500 | ||||||||||||
| Non-compete agreement (estimated life 2 years) | 6,250 | 1,250 | 5,000 | 6,250 | 2,500 | 3,750 | ||||||||||||||||||
| Trademark (estimated life 3 years) | 45,000 | 5,000 | 40,000 | 45,000 | 10,000 | 35,000 | ||||||||||||||||||
| Customer relationships (estimated life 15 years) | 1,425,000 | 25,000 | 1,400,000 | 1,425,000 | 50,000 | 1,375,000 | ||||||||||||||||||
| Total | $ | 1,671,750 | $ | 42,750 | $ | 1,629,000 | $ | 1,671,750 | $ | 85,500 | $ | 1,586,250 | ||||||||||||
No instances of triggering events or impairment indicators were identified at August 31,November 30, 2021.
| Related Party Transactions |
On January 5, 2021, the members of the Board of Directors of TSR, Inc.the Company other than Robert Fitzgerald approved providing a waiver to QAR Industries, Inc. for its contemplated acquisition of shares owned by Fintech Consulting LLC under the Company’s then existing rights agreement (which covered a now non-existent class of Class A&R Rights Agreement preferred stock) so that a Distribution Datedistribution date would not occur under such agreement as a result of the Acquisition.acquisition. QAR Industries, Inc. and Fintech Consulting LLC were both principal stockholders of the Company, each owning more than 5% of the Company’s outstanding common stock prior to the consummation of the Acquisition.acquisition. Robert Fitzgerald is the President and majority shareholder of QAR Industries, Inc. The other directors of the Company are not affiliated with QAR Industries, Inc.
On February 3, 2021, the transaction was completed and QAR Industries, Inc. purchased 348,414 shares of TSR, Inc.TSR’s common stock from Fintech Consulting LLC at a price of $7.25 per share. At the same time, Bradley M. Tirpak, Chairman of TSR, Inc., purchased 27,586 shares of TSR, Inc.TSR’s common stock from Fintech Consulting LLC at a price of $7.25 per share. The foregoing transaction is currently the subject of litigation due to a complaint filed by Fintech Consulting LLC on December 1, 2021. Please see the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021 for more information about the foregoing complaint and litigation.
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TSR, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSISNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSNovember 30, 2021
(Unaudited)
| Stock-based Compensation Expense |
On January 28, 2021, the Company granted 108,333 shares in time vesting restricted stock awards and 69,167 shares in time and performance vesting restricted stock awards to officers, directors and key employees under the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”). The time vesting shares vest in tranches at the one, two and three-year anniversaries of the grants (“service condition”). These shares had a grant date fair value of $826,000 based on the closing price of TSR, Inc.TSR’s common stock on the day prior to the grants. The associated compensation expense is recognized on a straight-line basis over the time between grant date and the date the shares vest (the “service period”). The time and performance vesting shares also vest in tranches at or after the two- and three-year anniversaries of the grants. The performance condition is defined in the grant agreements and relates to the market price of the Company’s common stock over a stated period of time (“market condition”). These shares had a grant date value $262,000 based on the closing price of TSR, Inc. common shares on the day prior to the grants discounted by an estimated forfeiture rate of 40-60%. The Company took into account the historical volatility of its common stock to assess the probability of satisfying the market condition. The associated compensation expense is recognized on a straight-line basis between the time the achievement of the performance criteria is deemed probable and the time the shares may vest. The market condition for the shares that vest on the two-year anniversary was met in October 2021. During the three and six months ending August 31,November 30, 2021, $177,000 and $354,000 has been record as stock basedstock-based compensation expense and included in selling, general and administrative expenses. As of August 31,November 30, 2021, there is approximately $675,000$497,000 of unearned compensation expense that will be expensed through February 2024; 142,666 stock awards expected to vest; and zero vested awards.
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TSR, INC. AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 statements concerning the success of the Company’s plan for growth, both internally and through the previously announced pursuit of suitable acquisition candidates; the successful integration of announced and completed acquisitions and any anticipated benefits therefrom; the impact of adverse economic conditions on client spending which has a negative impact on the Company’s business, which includes, but is not limited to, the current adverse economic conditions associated with the COVID-19 global health pandemic and the associated financial crisis, stay-at-home and other orders, which may significantly reduce client spending and which may have 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 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; the risks, uncertainties and expense of the legal proceedings to which the Company is a party; 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 August 31,November 30, 2021 compared with three months ended August 31,November 30, 2020:
| (Dollar amounts in thousands) Three Months Ended | ||||||||||||||||
| August 31, 2021 | August 31, 2020 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue, net | $ | 22,866 | 100.0 | % | $ | 14,514 | 100.0 | % | ||||||||
| Cost of sales | 19,056 | 83.3 | % | 12,183 | 83.9 | % | ||||||||||
| Gross profit | 3,810 | 16.7 | % | 2,331 | 16.1 | % | ||||||||||
| Selling, general and administrative expenses | 4,165 | 18.2 | % | 2,271 | 15.7 | % | ||||||||||
| Income (loss) from operations | (355 | ) | (1.5 | )% | 60 | 0.4 | % | |||||||||
| Other income (expense), net | 6,699 | 29.3 | % | (62 | ) | (0.4 | )% | |||||||||
| Income (loss) before income taxes | 6,344 | 27.8 | % | (2 | ) | (0.0 | )% | |||||||||
| Benefit from income taxes | (115 | ) | (0.5 | )% | (5 | ) | (0.0 | )% | ||||||||
| Consolidated net income | 6,459 | 28.3 | % | 3 | (0.0 | )% | ||||||||||
| Less: Net income attributable to noncontrolling interest | 57 | 0.2 | % | 6 | 0.0 | % | ||||||||||
| Net income (loss) attributable to TSR, Inc. | $ | 6,402 | 28.1 | % | $ | (3 | ) | (0.0 | )% | |||||||
| (Dollar amounts in thousands) Three Months Ended | ||||||||||||||||
| November 31, 2021 | November 31, 2020 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue, net | $ | 23,864 | 100.0 | % | $ | 16,069 | 100.0 | % | ||||||||
| Cost of sales | 19,816 | 83.0 | % | 13,234 | 82.4 | % | ||||||||||
| Gross profit | 4,048 | 17.0 | % | 2,835 | 17.6 | % | ||||||||||
| Selling, general and administrative expenses | 3,633 | 15.2 | % | 3,059 | 19.0 | % | ||||||||||
| Income (loss) from operations | 415 | 1.8 | % | (224 | ) | (1.4 | )% | |||||||||
| Other expense, net | (32 | ) | (0.2 | )% | (54 | ) | (0.3 | )% | ||||||||
| Income (loss) before income taxes | 383 | 1.6 | % | (278 | ) | (1.7 | )% | |||||||||
| Provision (benefit) from income taxes | 128 | 0.5 | % | (30 | ) | (0.2 | )% | |||||||||
| Consolidated net income (loss) | 255 | 1.1 | % | (248 | ) | (1.5 | )% | |||||||||
| Less: Net income (loss) attributable to noncontrolling interest | 12 | 0.1 | % | (1 | ) | 0.0 | % | |||||||||
| Net income (loss) attributable to TSR, Inc. | $ | 243 | 1.0 | % | $ | (247 | ) | (1.5 | )% | |||||||
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TSR, INC. AND SUBSIDIARIES
Revenue
Revenue consists primarily of revenue from computer programming consulting services. Revenue for the quarter ended August 31,November 30, 2021 increased approximately $8,352,000$7,795,000 or 57.5%48.5% from the quarter ended August 31,November 30, 2020, primarily due to new business development, organic growth and the acquisition of Geneva. Excluding the added businessexpanded activity of $5,350,000 from thewith Geneva client base, revenue would have increased $3,002,000 or 20.7%.clients. The average number of consultants on billing with customers increased from 395449 for the quarter ended August 31,November 30, 2020 to 659715 for the quarter ended August 31,November 30, 2021. There were 272324 and 403426 IT contractors at August 31,November 30, 2020 and 2021, respectively; while there were 123126 and 256289 clerical and administrative contractors at AugustNovember 31, 2020 and 2021, respectively.
We experienced terminated assignments and a decrease in demand for new assignments during fiscal 2021 due to the COVID-19 pandemic, which led to the lower number of consultant placements during the year and negatively impacted the Company’s revenues. Additionally, the COVID-19 pandemic has created operational challenges. The start of certain new assignments has been and continues to be delayed due to delays in obtaining necessary clearances, as many of the agencies required to be contacted in obtaining the information needed for background checks have been fully or partially closed. By the end of the first quarter of fiscal 2021, the Company had used 100% of the $6,659,000 proceeds from the PPP Loan (as defined in Note 1312 to the Condensed Consolidated Unaudited Financial Statements elsewhere in this report) it received in April 2020 to fund its payroll and other allowable expenses, which was fully forgiven in July 2021. The use of these proceeds allowed the Company to avoid certain salary reductions, furloughs and layoffs of employees during the covered period.
Cost of Sales
Cost of sales for the quarter ended August 31,November 30, 2021 increased approximately $6,873,000$6,582,000 or 56.4%49.7% to $19,056,000$19,816,000 from $12,183,000$13,234,000 in the prior year period. The increase in cost of sales resulted primarily from an increase in consultants placed with customers, primarily from the new business development activity, organic growth and theexpanded activity with Geneva acquisition.clients. Cost of sales as a percentage of revenue decreasedincreased from 83.9%82.4% in the quarter ended August 31,November 30, 2020 to 83.3%83.0% in the quarter ended August 31,November 30, 2021. The percentage increase in cost of sales for the quarter ended August 31,November 30, 2021 as compared to the prior year period (56.4%(49.7% increase) was lowerhigher than the percentage increase in revenue for the quarter ended August 31,November 30, 2021 as compared to the prior year period (57.5%(48.5% increase), causing an increasea decrease in gross margins.
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 $1,894,000$574,000 or 83.4%18.9% from $2,271,000$3,059,000 in the quarter ended August 31,November 30, 2020 to $4,165,000$3,633,000 in the quarter ended August 31,November 30, 2021. The increase in these expenses primarily resulted from an additional $962,000$456,000 in selling, general and administrative expenses from the Geneva acquisitionacquisition. The Company has invested in developing both on shore and a chargeoffshore recruiting teams to support the potential of $580,000 for the legal settlement with the former Chief Executive Officer, offset by a decrease of $527,000 in amounts paid for legal and advisory services from the prior year related to the Stockholder Litigation and costs surrounding the prior year proxy and annual meeting.Geneva accounts. Additionally, the Company incurred non-cash compensation expenses of $177,000 in the current quarter related to the Plan. Selling, general and administrative expenses, as a percentage of revenue increaseddecreased to 18.2%15.2% in the quarter ended August 31, 2020November 30, 2021 from 15.7%19.0% in the quarter ended August 31, 2021.November 30, 2020.
Other Income (Expense)
Other income (expense) for the quarter ended August 31,November 30, 2021 resulted primarily from income of $6,735,000 from the forgiveness of principal and interest on the PPP Loan offset by net interest expense of approximately $34,000$28,000 and a mark to market loss of approximately $2,000$4,000 on the Company’s marketable equity securities. Other expense for the quarter ended August 31,November 30, 2020 resulted primarily from net interest expense of $52,000 and a mark to market loss of approximately $10,000$2,000 on the Company’s marketable equity securities. The decrease in interest expense is primarily attributed to the forgiveness of the PPP loan principal and interest in July 2021.
Income Tax BenefitProvision (Benefit)
The income tax benefitprovision (benefit) included in the Company’s results of operations for the quarters ended August 31,November 30, 2021 and 2020 reflect the Company’s estimated effective tax rate for the fiscal years ending May 31, 2022 and 2021, respectively. These rates resulted in a benefitprovision of 1.8%33.4% for the quarter ended August 31,November 30, 2021 and a benefit of 250.0%10.8% for the quarter ended August 31,November 30, 2020. The effective ratedifference between the rates is that for fiscal 2022 a full year profit is projected and in fiscal 2021 a taxable loss was projected, and the quarter ended August 31, 2021 is low because of the non-taxable gain on the forgiveness of the PPP Loan principal and interest. The effective rate for the prior quarter is not meaningful due to the small amount of pre-tax loss.expected tax benefit was reduced by certain non-deductible expenses.
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TSR, INC. AND SUBSIDIARIES
Net Income (Loss) Attributable to TSR, Inc.
Net income attributable to TSR, Inc. was approximately $6,402,000$243,000 in the quarter ended August 31,November 30, 2021 compared to a net loss of $3,000$247,000 in the quarter ended August 31,November 30, 2020. The net income in the current quarter was primarily attributable to the forgiveness of principal and interestincrease in revenue resulting from the increase in consultants on the PPP Loan.billing with customers.
Impact of inflationInflation and Changing Prices
For the quarter ended August 31,November 30, 2021 and 2020, inflation and changing prices did not have a material effect on the Company’s revenue or income from continuing operations.
Six months ended November 30, 2021 compared with six months ended November 30, 2020:
| (Dollar amounts in thousands) Six Months Ended | ||||||||||||||||
| November 30, 2021 | November 30, 2020 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue, net | $ | 46,730 | 100.0 | % | $ | 30,583 | 100.0 | % | ||||||||
| Cost of sales | 38,871 | 83.2 | % | 25,417 | 83.1 | % | ||||||||||
| Gross profit | 7,859 | 16.8 | % | 5,166 | 16.9 | % | ||||||||||
| Selling, general and administrative expenses | 7,799 | 16.7 | % | 5,330 | 17.4 | % | ||||||||||
| Income (loss) from operations | 60 | 0.1 | % | (164 | ) | (0.5 | )% | |||||||||
| Other income (expense), net | 6,667 | 14.3 | % | (116 | ) | (0.4 | )% | |||||||||
| Income (loss) before income taxes | 6,727 | 14.4 | % | (280 | ) | (0.9 | )% | |||||||||
| Provision (benefit) from income taxes | 13 | 0.0 | % | (35 | ) | (0.1 | )% | |||||||||
| Consolidated net income (loss) | 6,714 | 14.4 | % | (245 | ) | (0.8 | )% | |||||||||
| Less: Net income attributable to noncontrolling interest | 69 | 0.2 | % | 5 | 0.0 | % | ||||||||||
| Net income (loss) attributable to TSR, Inc. | $ | 6,645 | 14.2 | % | $ | (250 | ) | (0.8 | )% | |||||||
Revenue
Revenue consists primarily of revenue from computer programming consulting services. Revenue for the six months ended November 30, 2021 increased approximately $16,147,000 or 52.8% from the six months ended November 30, 2020, primarily due to new business development, organic growth and expanded activity with Geneva clients. The average number of consultants on billing with customers increased from 422 for the six months ended November 30, 2020 to 687 for the six months ended November 30, 2021. There were 298 and 414 IT contractors at November 30, 2020 and 2021, respectively; while there were 124 and 273 clerical and administrative contractors at November 30, 2020 and 2021, respectively.
We experienced terminated assignments and a decrease in demand for new assignments during fiscal 2021 due to the COVID-19 pandemic, which led to the lower number of consultant placements during the year and negatively impacted the Company’s revenues. Additionally, the COVID-19 pandemic has created operational challenges. The start of certain new assignments has been and continues to be delayed due to delays in obtaining necessary clearances, as many of the agencies required to be contacted in obtaining the information needed for background checks have been fully or partially closed. By the end of the first quarter of fiscal 2021, the Company had used 100% of the $6,659,000 proceeds from the PPP Loan (as defined in Note 12 to the Condensed Consolidated Unaudited Financial Statements elsewhere in this report) it received in April 2020 to fund its payroll and other allowable expenses, which was fully forgiven in July 2021. The use of these proceeds allowed the Company to avoid certain salary reductions, furloughs and layoffs of employees during the covered period.
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TSR, INC. AND SUBSIDIARIES
Cost of Sales
Cost of sales for the six months ended November 30, 2021 increased approximately $13,454,000 or 52.9% to $38,871,000 from $25,417,000 in the prior year period. The increase in cost of sales resulted primarily from an increase in consultants placed with customers, primarily from the new business development activity, organic growth and expanded activity with Geneva clients. Cost of sales as a percentage of revenue increased from 83.1% in the six months ended November 30, 2020 to 83.2% in the six months ended November 30, 2021. The percentage increase in cost of sales for the six months ended November 30, 2021 as compared to the prior year period (52.9% increase) was higher than the percentage increase in revenue for the six months ended November 30, 2021 as compared to the prior year period (52.8% increase), causing a decrease in gross margins.
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 $2,469,000 or 46.3% from $5,330,000 in the six months ended November 30, 2020 to $7,799,000 in the six months ended November 30, 2021. The increase in these expenses primarily resulted from an additional $1,419,000 in selling, general and administrative expenses from the Geneva acquisition and a charge of $580,000 for the legal settlement with the former Chief Executive Officer. The Company has invested in developing both on shore and offshore recruiting teams to support the potential of the Geneva accounts. Additionally, the Company incurred non-cash compensation expenses of $354,000 in the current six-month period related to the Plan. Selling, general and administrative expenses, as a percentage of revenue decreased to 16.7% in the six months ended November 30, 2021 from 17.4% in the six months ended November 31, 2020.
Other Income (Expense)
Other income (expense) for the six months ended November 30, 2021 resulted primarily from the forgiveness of principal and interest on the PPP Loan of $6,735,000, offset by net interest expense of approximately $62,000 and a mark to market loss of approximately $6,000 on the Company’s marketable equity securities. Other expense for the six months ended November 30, 2020 resulted primarily from net interest expense of $104,000 and a mark to market loss of approximately $12,000 on the Company’s marketable equity securities.
Income Tax Provision (Benefit)
The income tax provision (benefit) included in the Company’s results of operations for the six months ended November 30, 2021 and 2020 reflect the Company’s estimated effective tax rate for the fiscal years ending May 31, 2022 and 2021, respectively. These rates resulted in a provision of 0.2% for the six months ended November 30, 2021 and a benefit of 12.5% for the six months ended November 30, 2020. The effective rate for the six months ended November 30, 2021 is low because of the non-taxable gain on the forgiveness of the PPP Loan principal and accrued interest.
Net Income (Loss) Attributable to TSR, Inc.
Net income attributable to TSR, Inc. was approximately $6,645,000 in the six months ended November 30, 2021 compared to a net loss of $250,000 in the six months ended November 30, 2020. The net income in the current period was primarily attributable to the forgiveness of principal and accrued interest on the PPP Loan.
Impact of Inflation and Changing Prices
For the six months ended November 30, 2021 and 2020, inflation and changing prices did not have a material effect on the Company’s revenue or income from continuing operations.
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Liquidity and Capital Resources
The Company’s cash was sufficient to enable it to meet its liquidity requirements during the quartersix months ended August 31,November 30, 2021. The Company expects that its cash and cash equivalents and the Company’s Credit Facility pursuant to a Loan and Security Agreement with the Lender will be sufficient to provide the Company with adequate resources to meet its liquidity requirements for the 12-month period following the issuance of these financial statements. Utilizing its accounts receivable as collateral, the Company has secured this Credit Facility to increase its liquidity as necessary. As of August 31,November 30, 2021, the net borrowings outstanding against this Credit Facility were approximately $35,000.$44,000. The amount the Company has borrowed fluctuates and, at times, it has utilized the maximum amount of $2,000,000 available under this facility to fund its payroll and other obligations. The Company was in compliance with all covenants under the Credit Facility as of August 31,November 30, 2021 and through the date of this filing. Additionally, in April 2020, the Company secured a PPP Loan in the amount of $6,659,000 to meet its obligations in the face of potential disruptions in its business operations and the potential inability of its customers to pay their accounts when due. As of August 31, 2020, the Company had used 100% of the PPP Loan funds to fund its payroll and for other allowable expenses under the PPP Loan. The use of these funds allowed the Company to avoid certain salary reductions, furloughs and layoffs of employees during the period. The Company applied for PPP Loan forgiveness and its application for forgiveness was accepted and approved; the PPP Loan and accrued interest were fully forgiven in July 2021.
At August 31,November 30, 2021, the Company had working capital (total current assets in excess of total current liabilities) of approximately $8,216,000,$8,695,000, including cash and cash equivalents and marketable securities of $7,649,000$6,307,000 as compared to working capital of $8,898,000, including cash and cash equivalents and marketable securities of $7,416,000 at May 31, 2021.
Net cash flow of approximately $323,000$952,000 was provided byused in operations during the quartersix months ended August 31,November 30, 2021 as compared to $1,517,000$987,000 of net cash provided by operations in the prior year period. The cash provided byused in operations for the quartersix months ended August 31,November 30, 2021 primarily resulted from consolidated net income of $6,459,000$6,714,000 and an increase in accounts payable and other payables and accrued expenses of $1,312,000,$127,000, offset by the forgiveness of the PPP Loan principal and accrued interest of $6,735,000, an increase in accounts receivable of $549,000$1,112,000 and a decrease in legal settlement payable of $291,000.$284,000. The cash provided operations for the quartersix months ended August 31,November 30, 2020 primarily resulted from an increase in accounts payable and accrued expenses of $1,034,000$1,435,000, offset by the consolidated loss of $244,000 and a decreaseincreases in accounts receivable and prepaid expenses of $459,000.$171,000 and $143,000, respectively.
Net cash used in investing activities of approximately $28,000$75,000 for the quartersix months ended August 31,November 30, 2021 primarily resulted from purchases of fixed assets. Net cash used in investing activities of $8,000$3,123,000 for the quartersix months ended August 31,November 30, 2020 primarily resulted from purchasesthe acquisition of fixed assets.Geneva in the amount of $3,100,000.
Net cash used in financing activities of approximately $60,000$76,000 during the quartersix months ended August 31,November 30, 2021 resulted from net payments on the Company’s Credit Facility of $58,000$49,000 and a distribution ofdistributions to the minority interest of $2,000.$27,000. Net cash used in financing activities during the quartersix months ended August 31,November 30, 2020 of $437,000$401,000 primarily resulted from net repayments under the Company’s Credit Facility.
The Company’s capital resource commitments at August 31,November 30, 2021 consisted of lease obligations on its branch and corporate facilities and an accrued legal settlement payable. The net present value of its future lease and settlement payments were approximately $942,000$866,000 and $576,000,$583,000, respectively, as of August 31,November 30, 2021. The Company intends to finance these commitments primarily from the Company’s available cash and Credit Facility.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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, 2021 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 August 31,November 30, 2021.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company, we are not required to provide the information called for by this Item.
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 Exchange Act of 1934). 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 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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Part II. Other Information
Item 1. Legal Proceedings
Christopher Hughes v. TSR, Inc., Docket No. 651753-2020 (NY Supr. Ct, New York County)
Christopher Hughes, the former Chief Executive Officer of the Company (“Plaintiff”), filed a complaint against the Company in the Supreme Court of the State of New York in March 2020 alleging two causes of action: (1) breach of his employment contract; and (2) breach of duty of good faith and fair dealing. Plaintiff alleges that he was terminated without cause or in the alternative that he resigned for reason and therefore, pursuant to the Amended and Restated Employment Agreement, dated August 9, 2018, between the Company and Plaintiff, Plaintiff seeks severance pay in the amount of $1,000,000 and reasonable costs and attorney’s fees. The Company denies Plaintiff’s allegations in their entirety and has filed counterclaims against Plaintiff for (1) declaratory relief; (2) breach of confidence/non-compete agreement; (3) declaratory and injunctive relief – confidence/non-compete; (4) tortious interference with current and prospective contractual and economic relations; (5) breach of fiduciary duty; (6) misappropriation of trade secrets; (7) declaratory and injunctive relief – unfair competition; and (8) conversion.
In October 2021, the Company and Hughes agreed through mediation to settle this matter. In order to avoid lengthy and costly litigation and discovery expenses, the Company will payhas paid Hughes $705,000 to settle all claims. After adjusting for estimated expected insurance reimbursement, the Company has accrued a charge of $580,000 to selling, general and administrative expenses in the quarter ended August 31, 2021.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q and the risk factors included below, you should carefully consider the factors in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021, as filed with the Securities and Exchange Commission.
We completed the acquisition of Geneva Consulting Group, Inc. (“Geneva”) and may conduct additional acquisitions in the future. Due to the risks and uncertainties related to the acquisition of new businesses, any such acquisitions do not guarantee that we will be able to attain or maintain profitability.
On September 1, 2020, we completed the acquisition of all of the outstanding stock of Geneva, a provider of temporary and permanent information technology personnel based in Port Washington, New York, which we believe will help diversify our business and expand the scope of our services. As part of a potential growth strategy, we may attempt to acquire or merge with certain businesses. Whether we realize the potential benefits from any such transactions, including the acquisition of Geneva, will depend in part upon the integration of the acquired businesses, the performance of the acquired assets and services, and the personnel hired in connection therewith. Accordingly, our results of operations could be adversely impacted by transaction-related costs, amortization of intangible assets, and charges for impairment of long-term assets. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there can be no assurance that any potential transaction will be successful.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits
| Exhibit | Document | |
| Exhibit 10.1 | ||
| Exhibit 10.2 | ||
| Exhibit 31.1 | Rule 13a-14(a)/15d-14(a) Certification by Thomas Salerno as principal executive officer | |
| Exhibit 31.2 | Rule 13a-14(a)/15d-14(a) Certification by John G. Sharkey as principal financial officer | |
| Exhibit 32.1 | Section 1350 Certification by Thomas Salerno as principal executive officer | |
| Exhibit 32.2 | Section 1350 Certification by John G. Sharkey as principal financial officer | |
| Exhibit 101 | Interactive Data File containing the following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended | |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: | /s/ Thomas Salerno | |
| Thomas Salerno, Chief Executive Officer, President, Treasurer and Principal Executive Officer | ||
| Date: | /s/ John G. Sharkey | |
| John G. Sharkey, Sr. Vice President, Chief Financial Officer, Secretary, Principal Financial Officer and Principal Accounting Officer |
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