================================================================================
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 November 30, 1999
[ ] Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from to
------ -----
Commission File Number: 0-8656
---------------------------------------------------------
TSR, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2635899
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Oser Avenue, Hauppauge, NY 11788
- --------------------------------------------------------------------------------
(Address of principal executive offices)
516-231-0333
- --------------------------------------------------------------------------------
(Registrant's telephone number)
None
- --------------------------------------------------------------------------------
(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
------------------
5,022,612 shares of common stock, par value $.01 per share,
-----------------------------------------------------------
as of December 31, 1999
-----------------------
Page 1
<PAGE>
TSR, INC. AND SUBSIDIARIES
INDEX
Page
Number
Part I. Financial Information:
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
November 30, 1999 and May 31, 1999...................... 3
Consolidated Condensed Statements of Earnings -
For the three months and six months ended
November 30, 1999 and 1998.............................. 4
Consolidated Condensed Statements of Cash Flows -
For the six months ended November 30, 1999 and 1998..... 5
Notes to Consolidated Condensed Financial Statements......... 6
Item 2. Management's Discussion and Analysis........................ 7
Part II. Other Information............................................... 12
Signatures................................................................ 12
Page 2
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
TSR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
November 30, May 31,
ASSETS 1999 1999
---- ----
<CAPTION>
Current Assets:
<S> <C> <C>
Cash and cash equivalents (Note 6) ............................... $ 3,226,030 $ 2,234,723
Marketable securities (Note 7) .................................... 4,943,992 5,898,272
Accounts receivable (net of allowance for
doubtful accounts of $173,000) .................................. 13,492,867 14,226,289
Other receivables ................................................. 209,385 167,415
Prepaid expenses .................................................. 2,831 44,731
Prepaid and recoverable income taxes ............................. 202,025 98,789
Deferred income taxes ............................................. 59,000 59,000
---------- ----------
Total current assets.......................................... 22,136,130 22,729,219
Equipment and leasehold improvements, at cost (net of accumulated
depreciation and amortization of $1,907,000 and $1,833,000) ..... 138,560 161,315
Other assets .......................................................... 42,236 35,276
Deferred income taxes ................................................. 253,000 265,000
---------- ----------
$22,569,926 $23,190,810
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts and other payables ....................................... $ 458,495 $ 305,067
Accrued and other liabilities ..................................... 3,367,649 3,774,513
Advances from customers ........................................... 1,664,761 1,206,137
Income taxes payable .............................................. 118,726 140,548
---------- ----------
Total current liabilities ................................... 5,609,631 5,426,265
---------- ----------
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 ................................................ 20,133,277 17,764,087
---------- ----------
24,328,113 21,958,923
Less: Treasury Stock, 964,514 and 576,500 shares at cost ......... 7,367,818 4,194,378
---------- ----------
16,960,295 17,764,545
---------- ----------
$22,569,926 $23,190,810
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 3
<PAGE>
<TABLE>
TSR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues ...................................................... $ 20,680,945 $ 21,682,375 $ 41,635,639 $ 42,147,906
Cost of sales .................................................. 15,637,241 15,887,756 31,798,934 30,948,128
Selling, general and administrative expenses .................. 3,037,298 3,526,087 5,901,385 6,885,351
Research and development expenses .............................. -- 80,310 -- 228,481
------------ ------------ ------------ ------------
18,674,539 19,494,153 37,700,319 38,061,960
------------ ------------ ------------ ------------
Income from operations ......................................... 2,006,406 2,188,222 3,935,320 4,085,946
Other income:
Interest and dividend income .............................. 117,906 78,687 209,947 146,573
Gain (loss) from marketable securities, net ............... (2,378) 23,901 8,973 (3,881)
Gain from sales of assets ................................. 1,950 -- 1,950 --
------------ ------------ ------------ ------------
Income before income taxes ..................................... 2,123,884 2,290,810 4,156,190 4,228,638
Provision for income taxes ..................................... 910,000 1,000,000 1,787,000 1,850,000
------------ ------------ ------------ ------------
Net income ................................................ $ 1,213,884 $ 1,290,810 $ 2,369,190 $ 2,378,638
============ ============ ============ ============
Basic and diluted net income per
common share .............................................. $ 0.23 $ 0.22 $ 0.45 $ 0.40
============ ============ ============ ============
Weighted average number of basic and diluted
common shares outstanding ................................. 5,181,657 5,988,276 5,229,317 5,988,276
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 4
<PAGE>
<TABLE>
TSR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
Six Months Ended
November 30,
1999 1998
---- ----
<CAPTION>
Cash flows from operating activities:
<S> <C> <C>
Net income ................................................... $2,369,190 $ 2,378,638
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ............................. 74,055 431,500
Loss (gain)from marketable securities, net ............... (8,973) 3,881
Deferred income taxes ..................................... 12,000 (24,000)
Gain on sales of assets ................................... (1,950) --
Changes in assets and liabilities:
Accounts receivable ...................................... 733,422 (289,937)
Other receivables ........................................ (41,970) (66,113)
Prepaid expenses .......................................... 41,900 58,066
Prepaid and recoverable income taxes ...................... (103,236) 9,966
Other assets .............................................. (6,960) (28,100)
Accounts payable and accrued expenses ..................... (253,436) 1,014,938
Income taxes payable ...................................... (21,822) (137,941)
Advances from customers ................................... 458,624 (36,739)
---------- ----------
Net cash provided by operating activities .................... 3,250,844 3,314,159
---------- ----------
Cash flows from investing activities:
Proceeds from maturities and sales of
marketable securities ................................... 2,892,956 974,054
Purchases of marketable securities ........................ (1,929,703) (1,929,684)
Purchases of fixed assets ................................. (51,300) (58,879)
Proceeds from sales of assets ............................. 1,950 --
---------- ----------
Net cash provided by (used in) investing activities ....... 913,903 (1,014,509)
---------- ----------
Cash flows from financing activities:
Purchases of treasury stock ............................... (3,173,440) --
---------- ----------
Net cash used in financing activities ..................... (3,173,440) --
---------- ----------
Net increase in cash and cash equivalents ........................ 991,307 2,299,650
Cash and cash equivalents at beginning of period ................. 2,234,723 2,425,122
---------- ----------
Cash and cash equivalents at end of period ........................ $3,226,030 $ 4,724,772
========= ==========
Supplemental Disclosures:
Income tax payments ........................................ $1,909,000 $ 2,002,000
========= ==========
Interest paid .............................................. $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 5
<PAGE>
TSR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 1999
1. The accompanying unaudited consolidated condensed 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, 1999.
2. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the consolidated
financial position, the consolidated results of operations, and
consolidated 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. In addition, the Company provided services converting
software applications to be year 2000 compliant utilizing Catch/21 a year
2000 software solution which automates to a significant extent the
conversion process.
4. The consolidated condensed financial statements include the accounts of
TSR, Inc. and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
5. The Company recognizes computer programming consulting services revenues as
services are provided. Provided that acceptance is probable, revenue from
Catch/21 code conversion is recognized when the converted code is
delivered.
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 November
30, 1999:
Cash in banks ...................................$ --
Money Market Funds............................... 2,238,035
United States Treasury Bills..................... 987,995
-----------
$ 3,226,030
===========
7. Marketable securities consists of United States Treasury Bills and equity
securities. The treasury bills with maturities at acquisition in excess of
90 days, are classified as held to maturity investments. The Company's
equity securities are classified as trading securities. The amortized cost,
gross unrealized holding gains, gross unrealized holding losses and
carrying value for marketable securities by major security type at November
30, 1999 are as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized
Amortized Holding Holding Carrying
Cost Gains Losses Value
---------- --------- --------- -----------
<S> <C> <C> <C> <C>
United States Treasury Bills......... $ 4,803,919 -- -- 4,803,919
Equity Securities.................... 133,289 29,660 (22,876) 140,073
---------- --------- --------- -----------
$ 4,937,208 $ 29,660 $ (22,876) $ 4,943,992
========== ========= ========= ===========
</TABLE>
8. During fiscal 1999, under a buy-back plan authorized by the Board of
Directors to repurchase up to 600,000 shares of the Company's common stock,
the Company purchased for $4,194,378, 576,500 shares of its common stock at
the market value of the stock on the purchase date. The remaining
authorization under the buy-back plan was completed after year end. In June
1999 the Board of Directors authorized an additional buy-back of up to
500,000 shares of common stock. During the six months ended November 30,
1999, the Company repurchased 388,014 shares of its common stock at a cost
of $3,173,440.
Page 6
<PAGE>
Part I. Financial Information
Item 2.
TSR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with the
consolidated condensed financial statements and the notes to the consolidated
condensed financial statements.
Results of Operations
- ---------------------
The following table sets forth for the periods indicated certain financial
information derived from the Company's consolidated statements of earnings.
There can be no assurance that trends in sales growth or operating results will
continue in the future:
Three months ended November 30, 1999 compared with three months ended November
30, 1998
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollar amounts in Thousands) 3 Months Ended
November 30,
1999 1998
% of % of
Amount Revenues Amount Revenues
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . $ 20,681 100.0 $ 21,682 100.0
Cost of Sales . . . . . . . . . . . . . . . . . . . 15,637 75.6 15,887 73.3
-------- ----- -------- -----
Gross Profit . . . . . . . . . . . . . . . . . . . 5,044 24.4 5,795 26.7
Selling, General, and Administrative expenses . . . 3,038 14.7 3,526 16.2
Research and Development expenses . . . . . . . . . -- -- 80 0.4
-------- ----- -------- -----
Income from Operations . . . . . . . . . . . . . . 2,006 9.7 2,189 10.1
Other Income . . . . . . . . . . . . . . . . . . . 118 0.6 102 0.5
-------- ----- -------- -----
Income Before Income Taxes . . . . . . . . . . . . 2,124 10.3 2,291 10.6
Provision for Income Taxes . . . . . . . . . . . . 910 4.4 1,000 4.6
-------- ----- -------- -----
Net Income . . . . . . . . . . . . . . . . . . . . $ 1,214 5.9 $ 1,291 6.0
======== ===== ======== =====
</TABLE>
Revenues
- --------
Revenues consist primarily of revenues from computer programming consulting
services. In addition, the Company's revenues included revenues from its Year
2000 business which commenced in fiscal 1997. Revenues for the quarter ended
November 30, 1999 decreased $1,001,000 or 4.6% from the comparable period in
fiscal 1999. For the current quarter 96.6% of revenues were derived from
computer programming consulting services and 3.4% from Year 2000 services, as
compared with 89.8% and 10.2% respectively in fiscal 1999.
Computer programming consulting services revenues increased $515,000 or 2.6%
from $19,460,000 in the quarter ended November 30, 1998 to $19,975,000 in the
quarter ended November 30, 1999. This increase resulted from an overall increase
in the average number of programmers on billing with clients from approximately
505 for the quarter ended November 30, 1998 to approximately 537 for the current
quarter. Growth in consulting services revenues was at a slower rate than it had
been in the past. The Company believes that this slower growth was attributable
to a delay in new IT projects because customers were devoting their resources to
Year 2000 testing. While the Company anticipates an increase in new projects in
the current calendar year, the Company cannot predict when these new projects
will commence.
Revenues from the Company's Catch/21 Year 2000 compliance services, were
$705,000 for the current quarter versus $2,222,000 in the fiscal 1999 second
quarter. The Company's Year 2000 revenues have decreased significantly and the
Company expects these revenues will further decline and are not likely to
represent a material portion of the Companies revenues in the future.
Page 7
<PAGE>
Cost of Sales
- -------------
Cost of sales as a percentage of revenues increased from 73.3% in the quarter
ended November 30, 1998 to 75.6% in the quarter ended November 30, 1999. This
increase is primarily attributable to the decrease in Year 2000 revenues for
which cost of sales as a percentage of revenues is less than the computer
programming consulting services business.
In the computer programming consulting services business, cost of sales as a
percentage of sales increased from 77.0% in the quarter ended November 30, 1998
to 77.1% in the quarter ended November 30, 1999. This increase is attributable
to increases in amounts being paid to qualified programming professionals
outpacing the Company's ability to pass these increases on to customers due to
competitive market pressures in the industry. Additional market pressures have
also created an environment where major customers are requiring discounts from
existing pricing.
The Year 2000 business incurred cost of sales of $241,000 in the quarter ended
November 30, 1999 versus $908,000 in the prior year quarter. The Company
significantly reduced the number of employees in its Year 2000 Services during
fiscal 1999 and is currently providing such services through contractual
arrangements with certain former employees.
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 $489,000 or 13.9%
from $3,526,000 in the quarter ended November 30, 1998 to $3,037,000 in the
quarter ended November 30, 1999. This decrease was primarily attributable to the
reduction in Year 2000 services. Selling, general and administrative expenses
related to computer programming consulting services increased $193,000 over the
prior year period to $2,994,000. This increase was primarily attributable to
expenses relating to the hiring of additional account executives and technical
recruiting professionals to broaden the Company's client base and recruit
additional technical consultants in connection with the continuation of the
Company's planned expansion.
In the quarter ended November 30, 1999, approximately $43,000 in selling,
general and administrative expenses were attributable to Year 2000 services.
These expenses consist primarily of management, and facilities expenses. Such
expenses significantly decreased from fiscal 1999. Comparable Year 2000 selling,
general and administrative expenses in the quarter ended November 30, 1998 were
$725,000.
Research and Development
- ------------------------
Research and development costs of $80,000 in the quarter ended November 30, 1998
represent amounts expended by the Company to expand Catch/21, the Company's Year
2000 compliance solution, product offerings including XRAY/2000 which stands for
Examination, Repair, and Audit for Year 2000 Compliance, and various testing
utilities. There were no research and development expenses in the quarter ended
November 30, 1999.
Income from Operations
- ----------------------
In the quarter ended November 30, 1999, the computer programming consulting
service business contributed $1,585,000 or 79.0% of the income from operations,
while the Year 2000 business contributed the remaining $421,000 or 21.0%. In the
prior year quarter, the computer programming consulting service business
contributed $1,680,000 or 76.7% of income from operations and the Year 2000
business $509,000 or 23.3%. The Company does not expect Year 2000 services to
materially contribute to income from operations for the balance of its 2000
fiscal year. The Company believes that growth in contract computer programming
services will, over time, offset the loss of income from operations from Year
2000 services.
Other Income
- ------------
Other income resulted primarily from interest and dividend income which
increased by $39,000 to $118,000 due to higher average available investable
funds in the quarter ended November 30, 1999. Additionally, the Company also had
a net loss of $2,000 from marketable securities due to mark to market
adjustments of its equity portfolio compared with a gain of $24,000 in the prior
year quarter.
Income Taxes
- ------------
The effective income tax rate decreased to 42.8% in the quarter ended November
30, 1999 from 43.7% in the quarter ended November 30, 1998 because of lower
state and local taxes.
Page 8
<PAGE>
Six months ended November 30, 1999 compared with six months ended November 30,
1998.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollar amounts in Thousands) 6 Months Ended
November 30,
1999 1998
% of % of
Amount Revenues Amount Revenues
------ -------- ------ --------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . $ 41,636 100.0 $ 42,148 100.0
Cost of Sales . . . . . . . . . . . . . . . . . . . 31,799 76.4 30,948 73.4
-------- ----- -------- -----
Gross Profit . . . . . . . . . . . . . . . . . . . 9,837 23.6 11,200 26.6
Selling, General, and Administrative expenses . . . 5,902 14.2 6,885 16.3
Research and Development expenses . . . . . . . . . -- -- 228 0.6
-------- ----- -------- -----
Income from Operations . . . . . . . . . . . . . . 3,935 9.4 4,087 9.7
Other Income . . . . . . . . . . . . . . . . . . . 221 0.6 142 0.3
-------- ----- -------- -----
Income Before Income Taxes . . . . . . . . . . . . 4,156 10.0 4,229 10.0
Provision for Income Taxes . . . . . . . . . . . . 1,787 4.3 1,850 4.4
-------- ----- -------- -----
Net Income . . . . . . . . . . . . . . . . . . . . $ 2,369 5.7 $ 2,379 5.6
======== ===== ======== =====
</TABLE>
Revenues
- --------
Revenues consist primarily of revenues from computer programming consulting
services. In addition, the Company's revenues included revenues from its Year
2000 business which commenced in fiscal 1997. Revenues for the six months ended
November 30, 1999 decreased $512,000 or 1.2% over the comparable period in
fiscal 1999. For the current six months 96.8% of revenues were derived from
computer programming consulting services and 3.2% from Year 2000 services, as
compared with 89.2% and 10.8% respectively in fiscal 1999.
Computer programming consulting services revenues increased $2,694,000 or 7.2%
from $37,595,000 in the six months ended November 30, 1998 to $40,289,000 in the
six months ended November 30, 1999. This increase resulted from an overall
increase in the average number of programmers on billing with clients from an
average of 490 for the six months ended November 30, 1998 to approximately 540
in the six months ended at November 30, 1999. Growth in consulting services
revenues was at a slower rate than it had been in the past. The Company believes
that this slower growth was attributable to a delay in new IT projects because
customers were devoting their resources to Year 2000 testing. While the Company
anticipates an increase in new projects in the current calendar year, the
Company cannot predict when these new projects will commence.
Revenues from the Company's Catch/21 Year 2000 compliance services, were
$1,346,000 for the current six months versus $4,553,000 in the prior year
period. The Company's Year 2000 revenues have decreased significantly and the
Company expects these revenues will further decline and are not likely to
represent a material portion of the Companies revenues in the future.
Page 9
<PAGE>
Cost of Sales
- -------------
Cost of sales as a percentage of revenues increased from 73.4% in the six months
ended November 30, 1998 to 76.4% in the six months ended November 30, 1999. This
increase is primarily attributable to the decrease in Year 2000 revenues for
which cost of sales as a percentage of revenues is less than the computer
programming consulting services business.
In the computer programming consulting services business, cost of sales as a
percentage of sales increased from 77.1% in the six months ended November 30,
1998 to 77.7% in the six months ended November 30, 1999. This increase is
attributable to increases in amounts being paid to qualified programming
professionals outpacing the Company's ability to pass these increases on to
customers due to competitive market pressures in the industry. Additional market
pressures have also created an environment where major customers are requiring
discounts from existing pricing.
The Year 2000 business incurred cost of sales of $501,000 in the six months
ended November 30, 1999 versus $1,988,000 in the prior year period. The Company
significantly reduced the number of employees in its Year 2000 Services during
fiscal 1999 and is currently providing such services through contractual
arrangements with certain former employees.
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 $984,000 or 14.3%
from $6,885,000 in the six months ended November 30, 1998 to $5,901,000 in the
six months ended November 30, 1999. This decrease was primarily attributable to
the reduction in Year 2000 services. Selling, general and administrative
expenses related to computer programming consulting services increased $284,000
over the prior year period to $5,806,000. This increase was primarily
attributable to expenses relating to the hiring of additional account executives
and technical recruiting professionals to broaden the Company's client base and
recruit additional technical consultants in connection with the continuation of
the Company's planned expansion.
In the six months ended November 30, 1999, approximately $95,000 in selling,
general and administrative expenses were attributable to Year 2000 services.
These expenses consist primarily of management, and facilities expenses. Such
expenses significantly decreased from fiscal 1999. Comparable Year 2000 selling,
general and administrative expenses in the six months ended November 30, 1998
were $1,363,000.
Research and Development
- ------------------------
Research and development costs of $228,000 in the six months ended November 30,
1998 represent amounts expended by the Company to expand Catch/21, the Company's
Year 2000 compliance solution, product offerings including XRAY/2000 which
stands for Examination, Repair, and Audit for Year 2000 Compliance, and various
testing utilities. There were no research and development expenses in the six
months ended November 30, 1999.
Income from Operations
- ----------------------
In the six months ended November 30, 1999, the computer programming consulting
service business contributed $3,185,000 or 80.9% of the income from operations,
while the Year 2000 business contributed the remaining $750,000 or 19.1%. In the
prior year period, the computer programming consulting service business
contributed $3,113,000 or 76.2% of income from operations and the Year 2000
business $974,000 or 23.8%. The Company does not expect Year 2000 services to
materially contribute to income from operations for the balance of its 2000
fiscal year. The Company believes that growth in contract computer programming
services will, over time, offset the loss of income from operations from Year
2000 services.
Other Income
- ------------
Other income resulted primarily from interest and dividend income which
increased by $63,000 to $210,000 due to higher average available investable
funds in the six months ended November 30, 1999. Additionally, the Company also
had a net gain of $9,000 from marketable securities due to mark to market
adjustments of its equity portfolio as compared to a loss of $4,000 in the prior
year period.
Income Taxes
- ------------
The effective income tax rate decreased to 43.0% in the six months ended
November 30, 1999 from 43.7% in the six months ended November 30, 1998 because
of lower state and local taxes.
Page 10
<PAGE>
Liquidity, Capital Resources and Changes in Financial Condition
- ---------------------------------------------------------------
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 November 30, 1999, the Company had working capital of $16,526,000 and cash
and cash equivalents of $3,226,000 as compared to working capital of $17,303,000
and cash and cash equivalents of $2,235,000 at May 31, 1999. Working capital
decreased primarily due to the Company's purchase of $3,173,000 of treasury
stock of the Company in the six months ended November 30, 1999.
The Company had positive net cash flow of $3,251,000 from operations during the
six months ended November 30, 1999 as compared to positive net cash flow from
operations of $3,314,000 in the six months ended November 30, 1998. The Company
had net income of $2,369,000, in the six months ended November 30, 1999. The
Company also had additional cash flow as a result of the decrease in the
accounts receivable of $733,000 and an increase in advances from customers of
$459,000. The decrease in accounts receivable occurred primarily because the
rate of collections exceeded the rate of revenue growth. The increase in
advances from customers resulted from a significant prepayment made by one
customer. Although it is likely this prepayment will be used in full, any unused
balances will be returned to the customer. The increase in accounts payable and
accrued expenses resulted primarily from the increase in cost of sales.
Cash flow provided by investing activities resulted primarily from the maturity
of United States Treasury Bills in the current period.
Cash flow used in financing activities of $3,173,000 in the six months ended
November 30, 1999 resulted from the repurchase of 388,000 shares of common stock
of the Company. As of November 30, 1999, the Company has repurchased a total of
965,000 shares at an average price of $7.64 or a total cost of $7,368,000. The
Company has completed the initial buy back authorization of 600,000 shares and
the Company's board of directors has authorized the repurchase of up to an
additional 500,000 shares of its common stock. No time limit has been placed on
the duration of the share repurchases. Subject to applicable securities laws,
such purchases will be at times and in amounts as the Company deems appropriate
and may be discontinued at any time. The Company has no obligation or commitment
to repurchase all or any portion of the shares covered by the authorization.
The Company's capital resource commitments at November 30, 1999 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 six months ended November 30, 1999. The
Company has available a revolving line of credit of $5,000,000 with a major
money center bank, which the Company believes provides sufficient financing if
the need arose. As of November 30, 1999 no amounts were outstanding under this
line of credit.
Year 2000 Information
- ---------------------
Readiness for Year 2000
The Company has only limited internal systems which it believes could be
affected by Year 2000 issues. The Company's principal information technology
(IT) systems are its resume search (which contains its databases of IT
professionals), payroll, billing, and general ledger systems. The Company
believes that its search, payroll and billing software systems were designed and
programmed to be Year 2000 compliant. The Company's general ledger system
required an upgrade to be Year 2000 compliant and the Company has implemented
the upgrade. The cost of the upgrade was not material. The Company is not
currently aware of any non-IT systems which are material to the Company and
contain embedded chip systems which have Year 2000 issues. Management does not
believe that it will have material Year 2000 problems relating to its IT and
non-IT systems. The Company's management currently believes that it was
successful in identifying and resolving any potential deficiencies in its
systems with respect to Year 2000 issues, that all material systems are
compliant and that the cost to address the Year 2000 issue was not material.
The Company does not materially rely on individual third party vendors and
suppliers and accordingly does not believe that the Year 2000 readiness of third
party vendors or suppliers will have a material impact on its business.
Nonetheless, the Company's business is dependent on third parties, such as
public utilities, electric systems, telecommunication systems, mail and
overnight delivery services. The Company's business could be materially
adversely affected by disruption in services provided by such entities, or by
conditions resulting from Year 2000 issues generally affecting companies with
which it does business.
Page 11
<PAGE>
The Company's management believes the impact of the Year 2000 will not cause any
material disruptions in the Company's operations. However, the impact of such
potential disruptions is difficult to assess and accordingly there is a risk
that there will be disruptions which could have a material adverse effect on the
Company.
To date, the Company has not encountered any significant effects of the Year
2000 problem either internally or with third parties. This does not guarantee
that problems will not occur in the future or have not yet been detected.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------
The Company's earnings and cash flows are subject to fluctuations due to changes
in interest rates primarily from its investment of available cash balances in
money market funds and marketable securities. Under its current policies, the
Company does not use interest rate derivative instruments to manage exposure to
interest rate changes.
Forward-Looking Statements
- --------------------------
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations", including statements concerning
the development of the Company's Catch/21 solution, 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 extent to which growth in the
Company's contract computer programming services will offset the anticipated
loss of Year 2000 profits, concentration of the Company's business with certain
customers and uncertainty as to the Company's ability to bring in new customers
and the Company's readiness for the Year 2000.
TSR, INC. AND SUBSIDIARIES
Part II. Other Information
Item 6. Exhibits and Reports on Form 8K
(a). Exhibit 10.1: Employment Agreement dated January 1, 2000 between TSR,
Inc. and John G. Sharkey
(b). Exhibit 27: Financial Data Schedule
(c). 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.
--------------------------------------------
(Registrant)
Date: January 10, 2000 /s/ J.F. HUGHES
--------------------------------------------
J.F. Hughes, Chairman, President and Treasurer
Date: January 10, 2000 /s/ JOHN G. SHARKEY
--------------------------------------------
John G. Sharkey, Vice President, Finance
EMPLOYMENT AGREEMENT
AGREEMENT effective this _1st_ day of January, 2000 by and between TSR
Inc., a Delaware corporation, with offices at 400 Oser Avenue, Hauppauge, New
York 11788 (hereinafter called the "Corporation") and John G. Sharkey, residing
at 24 Wintergreen Dr., Melville, New York 11747 (hereinafter called
"Executive").
W I T N E S S E T H :
WHEREAS, the Corporation desires to employ Executive and Executive is
willing to undertake such employment on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. The Corporation hereby employs Executive as Vice President of Finance
and Controller of the Corporation or such other position as he may be elected or
appointed to by the Corporation's Board of Directors, to perform such
supervisory or executive duties on behalf of the Corporation as the Board of
Directors of the Corporation may from time to time determine.
2. Executive hereby accepts such employment and agrees that throughout the
period of his employment hereunder, he will devote his full time, attention,
knowledge and skills, faithfully, diligently and to the best of his ability, in
furtherance of the business of the Corporation and to promote the interest of
the Corporation, will perform the duties assigned to him pursuant to Paragraph 1
hereof, subject, at all times, to the direction and control of the Board of
Directors of the Corporation and the Corporation's President. Executive shall at
all times be subject to, observe and carry out such rules and regulations as the
Board of Directors of President of the Corporation or it may from time to time
establish. During the period of Executive's employment hereunder, Executive
shall not be entitled to additional compensation for serving in any office of
the Corporation or any of its subsidiaries to which he is elected, including
without limitation as a director of the Corporation or any of its subsidiaries.
3. Executive shall be employed for a term of three (3) years commencing as
of the 1st day of January, 2000 and ending on the 31st day of December, 2002
(the "Term"), unless his employment is terminated prior to the expiration of
said three (3) year term pursuant to the provisions hereof.
<PAGE>
4. As full compensation for his services hereunder, the Corporation will
pay to Executive a salary at the rate of One Twenty-Five Thousand ($125,000)
Dollars per annum, payable in equal installments no less frequently than
semi-monthly. The annual salary shall be subject to increase in the discretion
of the President of the Corporation. In addition, Executive shall be entitled to
a discretionary bonus, in an amount determined in good faith by the President of
the Corporation, based on standards relating to the Executive's performance and
the Corporation's performance determined in good faith by the President of the
Corporation. The bonus provided for hereunder shall be payable by the
Corporation to Executive within 30 days of the end of the calendar year to which
such bonus relates. In addition to such compensation, Executive shall be
entitled to participate, to the extent he is eligible under the terms and
conditions thereof, in any pension, profit-sharing, retirement, hospitalization,
insurance medical services, or other employee benefit plan generally available
to executives of the Corporation which may be in effect from time to time during
the period of his employment hereunder. The Corporation shall be under no
obligation to institute or continue the existence of any such employee benefit
plan. Employee shall also continue to be entitled to a leased car comparable to
the car which he is currently provided. Executive shall be entitled to four
weeks of paid vacation for each year.
5. The Corporation shall reimburse Executive for all expenses reasonably
incurred by him in connection with the performance of his duties hereunder and
the business of the Corporation, upon the submission to the Corporation of
appropriate vouchers therefor and approval thereof by the President of the
Corporation; provided, however, that no reimbursement has been made by the
Corporation for expenses substantially disallowed, Executive shall reimburse the
Corporation for any such amounts. Such reimbursements shall be subject to the
expense reimbursement policies of the Corporation which are in effect from time
to time.
6. Notwithstanding any provision contained herein to the contrary, the
Corporation may terminate Employee's employment hereunder at any time for
"Cause" as such term has been interpreted pursuant to the decisions of the
courts of the State of New York which have interpreted the meaning for "Cause"
for justifiable termination pursuant to employment arrangements generally. The
Corporation may terminate such employment without Cause at any time; provided
however, the Corporation shall continue to pay the Employee his base
compensation, which shall not exceed the rate of $125,000 per annum, during the
balance of the term. In the event of a termination of Employee's employment
Employee shall be eligible to continue to receive, at the Company's expense, all
benefits provided by the Corporation as enumerated in Paragraph 4, above.
7. CHANGE IN CONTROL. (a) Executive shall have the right to terminate his
employment hereunder following a Change in Control. If Executive elects to
terminate his employment hereunder, he shall do so by written notice given
within 60 days after the event constituting a Change in Control.
(b) For purposes of this Agreement "Change in Control" shall mean that
any of the following events has occurred:
(i) An acquisition (other than directly from the Corporation) of any
voting securities of the Corporation (treating all classes of
outstanding voting securities or other securities convertible
into voting securities as if they were converted into voting
securities) (the "VOTING SECURITIES") by any "person", "entity"
or "group of affiliated persons" (as such terms are used for
purposes of Section 13(d) or 14(d) (collectively, "PERSONS") of
the
-2-
<PAGE>
Securities Exchange Act of 1934, as amended (the "1934 Act")
(other than Joseph Hughes or a group which includes Joseph
Hughes) immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under
the 1934 Act and irrespective of any vesting or waiting periods)
of twenty (20%) percent or more of the combined voting power of
the Corporation's then outstanding Voting Securities; unless
immediately after such acquisition Joseph Hughes beneficially
owns a greater percentage of the Voting Securities than such
Persons.
(ii) An acquisition of any voting sceurities of the corporation
(treating all classes of outstanding voting securities or other
securities convertible into voting securities as if they were
converted into voting securities) ( the "VOTING SECURITIES" by
any "person", "entity" or "group of affiliated persons" ( as
such terms are used for purposes of Section 13(d) or 14(d) (
collectively, " PERSONS" ) of the Securities Exchange Act of
1934 , as amended ( the "1934 Act") ( other than Joseph Hughes
or a group which includes Joseph Hughes) immediately after which
such Person has " Beneficial Ownership" ( within the meaning of
Rule 13d-3 promulgated under the 1934 Act and irrespective of
any vesting or waiting periods) of a greater percentage of the
Voting Securities than Joseph Hughes, if within six months
thereafter the individuals who were members of the Board of
Directors immediately prior to such acquisution or the initial
agreement relating to such acquisution no longer constitute at
least a majority of the members of the Board of Directors of the
Company.
(iii) A merger, consolidation or reorganization involving the
Corporation or a sale of all or substantially all of the assets
of the Corporation, unless
(A) the shareholders of the Corporation, immediately before
such merger, consolidation or reorganization, own, directly or
indirectly, immediately following such merger, consolidation or
reorganization, more than fifty (50%) percent of the combined
voting power of the outstanding Voting Securities of the entity
resulting from such merger or consolidation or reorganization or
sale of all or substantially all of the assets (the "SURVIVING
ENTITY") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger,
consolidation or reorganization or sale of all or substantially
all of the assets, and
(B) the individuals who were members of the Board of
Directors immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization or
sale of all or substantially all of the assets constitute at
least a majority of the members of the board of directors of the
Surviving Entity or an entity beneficially owning, directly or
indirectly, a majority of the Voting Securities of the Surviving
Entity, and
-3-
<PAGE>
(C) no Person (other than the Corporation, any subsidiary,
any employee benefit plan (or any trust forming a part thereof)
maintained by the Corporation, the Surviving Entity or any
subsidiary, or any Person who, immediately prior to such merger,
consolidation or reorganization or sale of all or substantially
all of the assets had Beneficial Ownership of thirty (30%)
percent or more of the then outstanding Voting Securities) owns,
directly or indirectly, thirty (30%) percent or more of the
combined voting power of the Surviving Entity's then outstanding
Voting Securities.
(iv) A complete liquidation or dissolution of the Corporation.
(v) There has been a public announcement of a Change in Control of
the Corporation (provided, however, that consummation of the
Change in Control of the Corporation shall be a condition
precedent to the effectiveness of this provision) and at any
time thereafter the employment of the Executive under this
Agreement is terminated for any reason whatsoever;
(c) Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "SUBJECT PERSON") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the
Corporation which, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the Subject
Person, provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of Voting Securities by the
Corporation, and after such share acquisition by the Corporation, the Subject
Person becomes the Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities Beneficially
Owned by the Subject Person, then a Change in Control shall occur.
(d) If Employee's employment is terminated pursuant to this
Section, the Corporation shall pay to the Executive (i) his full salary at the
rate then in effective through the date of termination and plus an amount equal
to the annual salary payable hereunder at the rate then in effect and (ii) and
an amount equal to the pro rata portion of the bonus to which Executive is
entitled for the then current year (based on the portion of the year through the
date of termination) through the date of termination or if such amount cannot be
determined, the pro rata portion of the bonus paid for the preceding year
through the date of termination plus an amount equal to the bonus payable for a
one year period based on the annual bonus payable for the then current year, or
if such amount cannot be determined, the amount of the bonus paid for the prior
year. In addition, the Company will continue to provide and to Executive, at the
Company's expense, all benefits as enumerated in Paragraph 4 above for a period
of one year.
8. The Corporation and Employee are simultaneously herewith entering into a
Maintenance of Confidence and Non-Compete Agreement, the terms of which are
hereby expressly incorporated into this Agreement, provided, however, that the
Maintenance of Confidence and Non-Compete Agreement shall continue to be
effective notwithstanding any termination of Employee's employment hereunder and
shall continue in effect upon expiration of this Employment Agreement pursuant
to the terms of the Maintenance of Confidence and Non-Compete Agreement.
-4-
<PAGE>
9. In the event of Executive's death during the Term, this Agreement shall
terminate immediately, and Executive's legal representatives shall be entitled
to receive the salary due Executive through the last day of the calendar month
during which his death shall have occurred.
10. If, during the Term, Executive is unable to perform his duties
hereunder on account of illness, accident or other physical or mental incapacity
and such illness or other incapacity shall continue for a period of four(4)
consecutive months or an aggregate of one hundred and eighty (180) days in any
consecutive twelve (12) month period, the Corporation shall have the right, on
fifteen (15) days written notice (given after such period) to Executive, to
terminate this Agreement. In such event, the Corporation shall be obligated to
pay to Executive his compensation only to the end of the calendar month in which
such termination occurs. However, if prior to the date specified in such notice,
Executive's illness or incapacity shall have terminated and he shall have taken
up the performance of his duties hereunder, Executive shall be entitled to
resume his employment hereunder, as though such notice had not been given.
11. (a) The Corporation shall have the right from time to time to purchase,
increase, modify or terminate insurance policies on the life of Executive for
the benefit of the Corporation, in such amounts as the Corporation shall
determine in its sole discretion
12. (b) In connection with paragraph 11(a) above, Executive shall, at such
time or times and at such place or places as the Corporation may reasonable
direct, submit himself to such physical examinations and executive and deliver
such documents as the Corporation may deem necessary or desirable.
Confidentiality. Executive acknowledges that, through his status as Vice
President, Finance and Controller of the Corporation, and will have, possession
of Confidential Information (as defined herein) as to the business of the
Corporation. Executive agrees that all such Confidential Information constitutes
a vital part of the business of the Corporation and its affiliates and is by its
nature trade secrets and confidential information proprietary to the Corporation
and its affiliates. Executive agrees that he shall not divulge, communicate,
furnish or make accessible (whether orally or in writing or in books, articles
or any other medium to any individual, firm, partnership, corporation or other
entity or person, any knowledge or information with respect to Confidential
Information directly or indirectly relating to the business of the Corporation
or any of its affiliates. The term "Confidential Information" shall mean any
information not generally known in the relevant trade or otherwise not generally
available to the public, which was obtained from the Corporation or which was
learned, discovered, developed, conceived, originated or prepared during or as a
result of the performance of any services by Executive on behalf of the
Corporation.
13. The parties hereto acknowledge that Executive's service are unique and
that, in the event of a breach of Executive of any of his obligations under this
Agreement, the corporation will not have an adequate remedy at law. Accordingly,
in the event of any such breach of threatened breach by Executive, the
Corporation shall be entitled to such equitable and injunctive relief as may be
available to restrain the Executive participating in such breach of threatened
breach from the violation of the provisions thereof. Nothing herein shall be
construed as prohibiting the Corporation from pursuing any other remedies at law
or in equity for such breach or threatened breach, including the recovery of
damages and the immediate termination of the employment of Executive hereunder.
-5-
<PAGE>
14. This Agreement together with the Maintenance of Confidence and
Non-Compete Agreement executed on the same date hereof, constitute the entire
agreement of the parties hereto and no amendment or modification hereof shall be
valid or binding unless made in writing and signed by the party against whom
enforcement thereof is sought.
15. Any notice required, permitted or desired to be given pursuant to any
of the provisions of this Agreement shall be deemed to have been sufficiently
given or served for all purposes if delivered in person or sent by certified
mail, return receipt requested, postage and fees prepaid as follows:
If to the Corporation at:
Chairman of the Board
TSR, Inc.
400 Oser Avenue
Hauppauge, New York 11788
With a copy to:
Steven A. Fishman, Esq.
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
If to the Executive at:
Mr. John Sharkey
24 Wintergreen Dr.
Melville, NY 11747
Either of the parties hereto may at any time and from time to time change the
address to which notice shall be sent hereunder by notice to the other party
given under this paragraph 16. The date of the giving of any notice sent by mail
shall be the date of the posting of the mail.
16. Neither this Agreement nor the right to receive any payments hereunder
may be assigned by Executive. This Agreement shall be binding upon Executive,
his heirs, executors and administrators and upon the Corporation, its successors
and assigns.
17. No course of dealing nor any delay on the part of the Corporation in
exercising any rights hereunder shall operate as a waiver of any such rights. No
waiver of any default or breach of this Agreement shall be deemed a continuing
waiver or a waiver of any other breach or default.
18. This Agreement shall be governed, interpreted and construed in
accordance with the laws of the Sate of New York applicable to agreements
entered into and to be performed entirely therein.
19. If any clause, paragraph, section of part of this Agreement shall be
held or declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way invalidate or affect any other clause, paragraph, section or part of this
Agreement.
-6-
<PAGE>
20. Employee acknowledges that he is not subject to any agreement which
would in any way restrict him from carrying out his employment as contemplated
hereunder.
21. This agreement supersedes any prior employment agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day in year first above written.
TSR, INC.
By: /s/ J. F. HUGHES
---------------------------
Name: J. F. Hughes
Title: President
/s/ JOHN G. SHARKEY
---------------------------
John G. Sharkey
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
TSR, INC. AND SUBSIDIARIES
Exhibit 27, Financial Data Schedule to Report
on Form 10Q, November 30, 1999
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> May-31-2000
<PERIOD-END> Nov-30-1999
<CASH> 3,226,030
<SECURITIES> 4,943,992
<RECEIVABLES> 13,666,131
<ALLOWANCES> 173,264
<INVENTORY> 0
<CURRENT-ASSETS> 22,136,130
<PP&E> 2,045,379
<DEPRECIATION> 1,906,819
<TOTAL-ASSETS> 22,569,926
<CURRENT-LIABILITIES> 5,609,631
<BONDS> 0
0
0
<COMMON> 60,783
<OTHER-SE> 16,899,512
<TOTAL-LIABILITY-AND-EQUITY> 22,569,926
<SALES> 0
<TOTAL-REVENUES> 41,635,639
<CGS> 0
<TOTAL-COSTS> 31,798,934
<OTHER-EXPENSES> 5,901,385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,156,190
<INCOME-TAX> 1,787,000
<INCOME-CONTINUING> 2,369,190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,369,190
<EPS-BASIC> 0.45
<EPS-DILUTED> 0.45
</TABLE>
