SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K ---------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 July 26, 2004 -------------------------------- Date of Report (Date of earliest event reported) TSR, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-8656 13-2635899 - ---------------- ------------------ --------------------- State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identificaion Number) incorporation 400 Oser Avenue, Hauppauge, NY 11788 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (631) 231-0333 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former Name or Former Address, If Changed Since Last Report) - ------------------------------------------------------------------------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable (b) Not Applicable (c) Exhibits 27.1. Press release dated July 26, 2004. ITEM 12. Results of Operation and Financial Condition. On July 26, 2004, the Registrant issued a press release with respect to its operating results for the year ended May 31, 2004, a copy of which is filed as Exhibit 27.1. 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 hereunto duly authorized. TSR, INC. By: /s/John G. Sharkey --------------------------- Name: John G. Sharkey Title: Vice President and Secretary Date: August 2, 2004 EXHIBIT INDEX Exhibit No. Description 27.1 Press Release dated July 26, 2004. Exhibit 27.1 TSR, Inc. Reports Financial Results for the Fourth Quarter and Fiscal Year Ended May 31, 2004 Hauppauge, NY (July 26, 2004)---TSR, Inc., (Nasdaq:TSRI) a provider of computer programming consulting services, today announced financial results for the fourth quarter and fiscal year ended May 31, 2004. For the quarter, which ended May 31st, revenues increased 3.9% from the same quarter last year to $13.4 million. Consolidated net income increased 1.7% from the comparable period to $546,000. Additionally, basic and diluted earnings per share remained $0.12. For the full year, revenues decreased 1.4% from the prior year to $51.7 million. Consolidated net income decreased 10.1% from the prior year to $2,124,000. Earnings per share decreased to $0.47 from $0.53. Joe Hughes, CEO, stated, "In the current quarter, although revenues were up almost 4% from the prior year quarter, net income did not keep pace due to a higher effective income tax rate. For the fiscal year, revenues were down slightly due to lower prices charged to customers. While margins were up, net income decreased approximately 10%, primarily due to increased selling, general and administrative expenses". Mr. Hughes added, "Demand for IT professionals in the U.S. continues to be weak and adverse trends such as an increasing use of offshore development companies have substantially reduced job opportunities for stateside programmers. The competitive market environment has resulted in us realizing less revenue and profit on average from our consultants, while increasing the costs associated with placing consultants. We cannot predict when competitive market conditions will improve and the demand for IT services will increase." Certain statements contained herein are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties, including but not limited to those described in the Company's filings under the Securities Exchange Act of 1934. Page 1 of 2 TSR, Inc. Reports Financial Results for the Fourth Quarter and Fiscal Year Ended May 31, 2004 (Continued) Based in Hauppauge, New York, TSR, Inc., provides information technology professionals to major corporations and state and local government agencies. Three Months Ended Year Ended May 31, May 31, 2004 2003 2004 2003 ---- ---- ---- ---- Revenues. . . . . . . . . . . . . . . . $ 13,421,000 $ 12,916,000 $ 51,725,000 $ 52,443,000 Operating expenses . . . . . . . . . . . 12,435,000 12,020,000 48,029,000 48,469,000 ----------- ----------- ----------- ------------ Income from operations . . . . . . . . . 986,000 896,000 3,696,000 3,974,000 Other income . . . . . . . . . . . . . . 13,000 34,000 63,000 182,000 ----------- ----------- ----------- ------------ Pre-tax income . . . . . . . . . . . . . 999,000 930,000 3,759,000 4,156,000 Income taxes. . . . . . . . . . . . . . 453,000 393,000 1,635,000 1,794,000 ----------- ----------- ----------- ------------ Net income . . . . . . . . . . . . . . . $ 546,000 $ 537,000 $ 2,124,000 $ 2,362,000 =========== =========== =========== ============ Basic and diluted net income per common share . . . . . . . . . . . . . . . . . $ 0.12 $ 0.12 $ 0.47 $ 0.53 =========== =========== =========== ============ Weighted average number of basic common shares outstanding. . . . . . . 4,568,000 4,418,000 4,546,000 4,418,000 =========== =========== =========== ============ Weighted average number of diluted common shares outstanding. . . . . . . 4,570,000 4,418,000 4,551,000 4,418,000 =========== =========== =========== ============ Page 2 of 2