UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended August 31, 2001
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number: 0-8656
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TSR, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-2635899
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Oser Avenue, Hauppauge, NY 11788
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(Address of principal executive offices)
631-231-0333
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(Registrant's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
SHARES OUTSTANDING
4,418,012 shares of common stock, par value $.01 per share,
as of September 30, 2001
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Page 1
TSR, INC. AND SUBSIDIARIES
INDEX
Page
Number
------
Part I. Financial Information:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
August 31, 2001 and May 31, 2001........................................................... 3
Condensed Consolidated Statements of Earnings -
For the three months ended August 31, 2001 and 2000........................................ 4
Condensed Consolidated Statements of Cash Flows -
For the three months ended August 31, 2001 and 2000........................................ 5
Notes to Condensed Consolidated Financial Statements............................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................................... 8
Part II. Other Information........................................................................................ 11
Signatures........................................................................................................ 11
Page 2
Part I. Financial Information
Item 1. Financial Statements
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, May 31,
ASSETS 2001 2001
----------- -----------
(Unaudited)
Current Assets:
Cash and cash equivalents (Note 6) ........................................ $ 7,015,208 $ 6,208,361
Marketable securities (Note 7) ............................................ 4,939,488 4,432,978
Accounts receivable (net of allowance for
doubtful accounts of $230,000 and $273,000) ........................... 12,140,106 11,935,795
Other receivables ......................................................... 44,685 59,016
Prepaid expenses .......................................................... 31,596 33,727
Prepaid and recoverable income taxes ...................................... 22,606 144,363
Deferred income taxes ..................................................... 78,000 93,000
----------- -----------
Total current assets .................................................. 24,271,689 22,907,240
Equipment and leasehold improvements, at cost (net of accumulated
depreciation and amortization of $639,000 and $616,000) ................... 136,310 141,513
Other assets ................................................................... 46,145 46,145
Deferred income taxes .......................................................... 189,000 189,000
Acquired client relationships, net (Note 9) .................................... 171,608 --
----------- -----------
$24,814,752 $23,283,898
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts and other payables ............................................... $ 273,380 $ 123,852
Accrued expenses and other current liabilities ............................ 3,360,501 3,070,908
Advances from customers ................................................... 1,556,485 1,688,150
Income taxes payable ...................................................... 574,859 213,955
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Total current liabilities ............................................. 5,765,225 5,096,865
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Minority Interest .............................................................. 1,000 --
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Shareholders' Equity:
Preferred stock, $1 par value, authorized
1,000,000 shares; none issued ......................................... -- --
Common stock, $.01 par value, authorized
25,000,000 shares; issued 6,078,326 shares ............................ 60,783 60,783
Additional paid-in capital ................................................ 4,134,053 4,134,053
Retained earnings ......................................................... 26,884,992 26,023,498
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31,079,828 30,218,334
Less: Treasury Stock, 1,660,314 shares, at cost (Note 8) .................. 12,031,301 12,031,301
----------- -----------
19,048,527 18,187,033
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$24,814,752 $23,283,898
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 3
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
(UNAUDITED)
Three Months Ended
August 31,
-----------------------------
2001 2000
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Revenues ................................................................................... $17,417,892 $19,740,535
Cost of sales .............................................................................. 13,560,773 15,234,338
Selling, general and administrative expenses ............................................... 2,405,124 2,774,763
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15,965,897 18,009,101
Income from operations ..................................................................... 1,451,995 1,731,434
Other income:
Interest and dividend income ...................................................... 75,688 100,816
Unrealized (loss) gain from marketable securities, net ............................ (2,189) 41,939
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Income before income taxes ................................................................. 1,525,494 1,874,189
Provision for income taxes ................................................................. 664,000 816,000
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Net income......................................................................... $ 861,494 $ 1,058,189
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Basic and diluted net income per common share .............................................. $ 0.19 $ 0.23
=========== ===========
Weighted average number of basic and diluted common shares outstanding ..................... 4,418,012 $ 4,613,179
=========== ===========
The accompanying notes are an integral part of these condensed consolidated financial statements.
Effective March 1, 2001, the Company adopted Emerging Issues Task Force Issue
No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent."
Accordingly, prior year's revenues and cost of sales have been revised to
conform to the fiscal 2002 presentation.
Page 4
TSR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
(UNAUDITED)
Three Months Ended
August 31,
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2001 2000
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Cash flows from operating activities:
Net income .................................................... $ 861,494 $ 1,058,189
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization ............................. 22,219 31,483
Deferred income taxes ..................................... 15,000 4,000
Unrealized loss (gain) from marketable securities, net .... 2,189 (41,939)
Changes in assets and liabilities:
Accounts receivable ................................... 92,384 (2,320,004)
Other receivables ..................................... 21,156 60,486
Prepaid expenses ...................................... 2,131 3,110
Prepaid and recoverable income taxes .................. 121,757 17,458
Other assets .......................................... -- (12,820)
Accounts payable and accrued expenses ................. 221,541 406,455
Income taxes payable .................................. 360,904 538,056
Advances from customers ............................... (131,665) 69,486
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Net cash provided by (used in) operating activities ........... 1,589,110 (186,040)
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Cash flows from investing activities:
Proceeds from maturities and sales of marketable securities 2,439,441 1,459,560
Purchases of marketable securities ........................ (2,948,140) (969,615)
Purchases of fixed assets ................................. -- (2,811)
Purchase of net assets, net of cash acquired .............. (274,564) --
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Net cash (used in) provided by investing activities ........... (783,263) 487,134
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Cash flows from financing activities:
Purchase of treasury stock ................................ -- (646,480)
Proceeds from sale of minority interest ................... 1,000 --
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Net cash provided by (used in) financing activities ........... 1,000 (646,480)
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Net increase (decrease) in cash and cash equivalents ............... 806,847 (345,386)
Cash and cash equivalents at beginning of period ................... 6,208,361 4,110,283
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Cash and cash equivalents at end of period ......................... $ 7,015,208 $ 3,764,897
=========== ===========
Supplemental Disclosures:
Income tax payments .......................................... $ 166,000 $ 256,000
=========== ===========
The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 5
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001
(UNAUDITED)
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions of Form 10-Q of
Regulation S-X. Accordingly, they do not include all the information and
notes required by generally accepted accounting principles for complete
financial statements. For further information refer to 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, 2001.
2. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the consolidated
financial position, the results of operations, and cash flows for the
periods presented.
3. The Company is primarily engaged in the business of providing computer
programming consulting services. The Company provides technical computer
personnel to companies to supplement their in-house information technology
capabilities.
4. The condensed consolidated financial statements include the accounts of
TSR, Inc. and its majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. Minority
interest represents a minority member's share of the net equity of a
partially owned subsidiary.
5. The Company's contract computer programming services are generally provided
under time and materials agreements with customers. Accordingly, the
Company recognizes such revenues as services are provided. Advances from
customers represent amounts received from customers prior to the Company's
provision of the related services. Such amounts are expected to be settled
within the next year.
Effective March 1, 2001, the Company adopted Emerging Issues Task Force
Issue No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an
Agent." Accordingly, prior years' revenues and cost of sales have been
revised to conform to the fiscal 2002 presentation.
6. 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,
2001:
Cash in banks ........................ $ 1,772,537
Money Market Funds.................... 3,260,061
US Treasury Bills..................... 1,982,610
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$ 7,015,208
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7. Marketable securities consists of United States Treasury Bills and equity
securities. Treasury bills with maturities at acquisition in excess of 90
days are classified as held to maturity investments and are carried at
amortized cost. The Company's equity securities are classified as trading
securities, which are carried at fair value with unrealized gains and
losses included in earnings. The amortized cost, gross unrealized holding
gains, gross unrealized holding losses and fair value for marketable
securities by major security type at August 31, 2001 are as follows:
Gross Gross
Unrealized Unrealized
Amortized Holding Holding
Cost Gains Losses Fair Value
----------- ------- -------- -----------
United States Treasury Bills........ $ 4,908,920 -- -- $ 4,908,920
Equity Securities................... 28,287 5,502 (3,221) 30,568
----------- ------- -------- -----------
$ 4,937,207 $ 5,502 $ (3,221) $ 4,939,488
=========== ======= ========= ===========
8. During the quarter ended August 31, 2000, the Company repurchased 116,600
shares of its common stock at a cost of $646,480. There were no
repurchases transacted in the quarter ended August 31, 2001. To date, the
Company has repurchased a total of 1,660,314 shares at a cost of
$12,031,301.
Page 6
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
AUGUST 31, 2001
(UNAUDITED)
9. In August 2001, the Company capitalized a newly formed subsidiary with
$4,000 and simultaneously sold a 20% interest to a third party for $1,000.
Such amount is reflected as minority interest in the accompanying
condensed consolidated balance sheet as of August 31, 2001. On August 14,
2001, this subsidiary acquired substantially all of the assets and assumed
certain liabilities of a computer a computer consulting firm for cash of
$286,500 (including cash acquired of $11,936). In accordance with SFAS No.
141, this transaction is being accounted for as a purchase business
combination. Accordingly, the purchase price has been allocated to the
assets acquired and liabilities assumed based on their estimated fair
value, summarized as follows:
Cash................................... $ 11,936
Other current assets................... 303,520
Equipment.............................. 17,016
Acquired client relationships......... 171,608
Current liabilities................... (217,580)
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$286,500
========
In connection with the acquisition, the Company acquired certain
contractual client relationships. The related intangible asset is being
amortized over a three-year period, reflecting the estimated average life
of the underlying client relationships.
The results of operations of the acquired business have been included in
the Company's consolidated financial statements from the date of
acquisition. Had the acquisition been completed as of June 1, 2001, pro
forma consolidated revenues, net income and net income per common share
would have been $17,900,000, $872,000, and $0.20, respectively, for the
quarter ended August 31, 2001.
Page 7
Part I. Financial Information
Item 2.
TSR, INC. AND SUBSIDIARIES
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.
Results of Operations
The following table sets forth for the periods indicated certain financial
information derived from the Company's condensed consolidated statements of
earnings. There can be no assurance that trends in operating results will
continue in the future:
3 Months Ended
August 31,
(Dollar Amounts in Thousands)
--------------------------------------------
2001 2000
-------------------- --------------------
% of % of
Amount Revenues Amount Revenues
------- ------- ------- -------
Revenues ....................................................... $17,418 100.0 $19,740 100.0
Cost of Sales .................................................. 13,561 77.9 15,234 77.2
------- ----- ------- -----
Gross Profit ................................................... 3,857 22.1 4,506 22.8
Selling, General, and Administrative expenses .................. 2,405 13.8 2,775 14.0
------- ----- ------- -----
Income from Operations ......................................... 1,452 8.3 1,731 8.8
Other Income ................................................... 73 0.4 143 0.7
------- ----- ------- -----
Income Before Income Taxes ..................................... 1,525 8.7 1,874 9.5
Provision for Income Taxes ..................................... 664 3.8 816 4.1
------- ----- ------- ----
Net Income ..................................................... $ 861 4.9 $ 1,058 5.4
======= ===== ======= ====
Revenues
Revenues consist primarily of revenues from computer programming consulting
services. Revenues for the quarter ended August 31, 2001 decreased $2,322,000 or
11.8% from the comparable period in fiscal 2001. This decrease resulted from an
overall decrease in the number of programmers on billing with clients from
approximately 500 at August 31, 2000 to approximately 400 at August 31, 2001.
The continuing weak economic environment has significantly reduced the IT
spending levels of many of our major customers, limiting opportunities to place
new consultants on billing. Additionally, while thankfully none of our
consultants were physically harmed in the World Trade Center tragedy, many of
our consultants working in the financial district were displaced and/or
disrupted, which will negatively impact revenues and net income in the coming
quarters.
The Company's revenues from programmers on billing have also been affected by
discounts required by major customers as a condition to remaining on their
approved vendor lists, such as discounts for prompt payment and volume
discounts. In addition, some major customers have retained a third party to
provide vendor management services and centralize the consultant hiring process.
Under this system, the third party retains the Company to provide contract
computer programming services and the Company bills the third party and the
third party bills the ultimate customer. This process weakens the relationship
the Company has built with its client contacts, the project managers, who the
Company would normally work directly with to place consultants. Instead the
Company is required to interface with the vendor management provider, making it
more difficult to do business. These changes have reduced the Company's profit
margins.
Page 8
Cost of Sales
Cost of sales for the quarter ended August 31, 2001, decreased $1,673,000 or 11%
to $13,561,000 from $15,234,000 in the prior year period, primarily due to the
reduced revenues discussed above. Cost of sales as a percentage of revenues
increased from 77.2% in the quarter ended August 31, 2000 to 77.9% in the
quarter ended August 31, 2001. This increase is primarily attributable to
customers requiring rate reductions and discounts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of expenses
relating to account executives, technical recruiters, facilities costs,
management and corporate overhead. These expenses decreased $370,000 or 13% from
$2,775,000 in the quarter ended August 31, 2000 to $2,405,000 in the quarter
ended August 31, 2001. This decrease was primarily attributable to lower
headcount in our recruiting and administrative staff.
Other Income
Other income resulted primarily from interest and dividend income which
decreased by $25,000 to $76,000 due to lower interest rates on investable funds
in the quarter ended August 31, 2001. Additionally, the Company also had a net
unrealized gain of $42,000 in the quarter ended August 31, 2000 versus a loss of
$2,000 in the quarter ended August 31, 2001 from marketable securities due to
mark to market adjustments of its trading securities equity portfolio.
Income Taxes
The effective income tax rate was 43.5% for the quarter ended August 31, 2001,
the same rate as experienced in the quarter ended August 31, 2000.
Page 9
Liquidity and Capital Resources
The Company expects that cash flow generated from operations together with its
cash and marketable securities will be sufficient to provide the Company with
adequate resources to meet its cash requirements.
At August 31, 2001, the Company had working capital of $18,506,000 and cash and
cash equivalents of $7,015,000 as compared to working capital of $17,810,000 and
cash and cash equivalents of $6,208,000 at May 31, 2001. Working capital
increased primarily due to the Company's net income of $861,000 in the quarter
ended August 31, 2001.
Net cash provided by operating activities amounted to $1,589,000 for the quarter
ended August 31, 2001, compared to net cash used in operating activities of
$186,000 for the quarter ended August 31, 2000. The improvement in cash provided
by operating activities primarily resulted from improved collections of
receivables as compared to the prior year period, partially offset by a decrease
in net income. The comparative improvement in collections occurred because of
temporary slowness in collections due to system changes at several customers in
the prior year quarter.
Net cash used in investing activities amounted to $783,000 for the quarter ended
August 31, 2001, compared to net cash provided by investing activities of
$487,000 for the quarter ended August 31, 2000. The decrease in net cash flows
from investing activities primarily resulted from purchases of marketable
securities in excess of sales and proceeds from maturities of marketable
securities compared to the prior year period and the purchase of the net assets
of an acquired business in August 2001.
Cash provided by financing activities resulted from the sale of a minority
interest in a subsidiary for $1,000 during the quarter ended August 31, 2001.
Cash used in financing activities for the quarter ended August 31, 2000
consisted of purchases of treasury stock amounting to $646,000.
The Company's capital resource commitments at August 31, 2001 consisted of lease
obligations on its branch and corporate facilities. The Company intends to
finance these lease commitments from cash flow provided by operations, available
cash and short-term marketable securities.
The Company's cash and marketable securities were sufficient to enable it to
meet its cash requirements during the quarter ended August 31, 2001. The Company
has available a revolving line of credit of $5,000,000 with a major money center
bank. As of August 31, 2001, no amounts were outstanding under this line of
credit.
Recent Accounting Pronouncements
Effective June 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended. This statement
requires companies to record derivatives on the balance sheet as assets or
liabilities at their fair value. In certain circumstances changes in the value
of such derivatives may be required to be recorded as gains or losses. This
statement did not have any effect on the Company's consolidated financial
statements.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 "Business Combinations" ("SFAS No. 141"),
which is effective for business combinations initiated after June 30, 2001. SFAS
No. 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. The Company's adoption of SFAS No. 141
had no impact on its consolidated financial statements.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
(SFAS No. 142)", which is effective for fiscal years beginning after June 15,
2001. SFAS No. 142 establishes accounting and reporting standards for goodwill
and intangible assets. Under SFAS No. 142, amortization of goodwill will be
terminated. However, goodwill will be subject to periodic assessments for
impairment by applying a fair-value-based test. Intangible assets must be
separately recognized and amortized over their useful lives. The Company does
not expect the adoption of SFAS No. 142 (effective, June 1, 2002) to have any
impact on its consolidated financial statements.
Page 10
Forward-Looking Statements
Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, including statements concerning
the Company's future prospects and the Company's future cash flow requirements
are forward looking statements, as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projections
in the forward looking statements which statements involve risks and
uncertainties, including but not limited to the following: risks relating to the
competitive nature of the markets for computer programming consulting services,
the effect of current economic conditions on IT budgets, the concentration of
the Company's business with certain customers and uncertainty as to the
Company's ability to bring in new customers.
TSR, INC. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company's earnings and cash flows are subject to fluctuations due to (i)
changes in interest rates primarily affecting its income from the investment of
available cash balances in money market funds and (ii) changes in market values
of its investments in trading equity securities. Under its current policies, the
Company does not use interest rate derivative instruments to manage exposure to
interest rate changes. The Company's present exposure to changes in the market
value of its investments in equity securities is not significant.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8K
(a) Exhibit 10 -- Employment agreement dated June 1, 2001
between TSR, Inc. and Ernest G. Bago.
(b) Reports on Form 8K: None
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 thereunto duly authorized.
TSR, Inc.
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(Registrant)
Date: October 5, 2001 /s/ J.F. Hughes
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J.F Hughes, Chairman, President and Treasurer
Date: October 5, 2001 /s/ John G. Sharkey
---------------------------------------------
John G. Sharkey, Vice President Finance
Page 11