Delaware
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13-2635899
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company x
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Page
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Number
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Part I.
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Financial Information:
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Item 1.
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Financial Statements:
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Condensed Consolidated Balance Sheets – November 30, 2013 and May 31, 2013
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3
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Condensed Consolidated Statements of Operations – For the three months and six months ended November 30, 2013 and 2012
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4
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Condensed Consolidated Statements of Equity – For the six months ended November 30, 2013 and 2012
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5
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Condensed Consolidated Statements of Cash Flows – For the six months ended November 30, 2013 and 2012
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6
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Notes to Condensed Consolidated Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 4.
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Controls and Procedures
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16
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Part II.
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Other Information
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16
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Item 6.
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Exhibits
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16
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Signatures
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17
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November 30,
2013
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May 31,
2013
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||||||
(Unaudited) |
(Note 1)
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|||||||
ASSETS
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||||||||
Current Assets:
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||||||||
Cash and cash equivalents
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$ | 1,802,761 | $ | 1,881,161 | ||||
Certificates of deposit and marketable securities
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1,760,072 | 2,008,424 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $193,000
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9,070,966 | 9,146,283 | ||||||
Other receivables
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3,048 | 5,016 | ||||||
Prepaid expenses
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99,039 | 70,926 | ||||||
Prepaid and recoverable income taxes
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200,699 | 208,579 | ||||||
Deferred income taxes
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86,000 | 86,000 | ||||||
Total Current Assets
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13,022,585 | 13,406,389 | ||||||
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $251,622 and $244,868
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13,883 | 16,784 | ||||||
Other assets
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49,653 | 49,653 | ||||||
Deferred income taxes
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106,000 | 146,000 | ||||||
Total Assets
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$ | 13,192,121 | $ | 13,618,826 | ||||
LIABILITIES AND EQUITY
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||||||||
Current Liabilities:
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||||||||
Accounts and other payables
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$ | 865,644 | $ | 852,228 | ||||
Accrued expenses and other current liabilities
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1,810,862 | 2,389,006 | ||||||
Advances from customers
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1,501,564 | 1,448,255 | ||||||
Total Current Liabilities
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4,178,070 | 4,689,489 | ||||||
Commitments and contingencies
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||||||||
Equity:
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||||||||
TSR, Inc:
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||||||||
Preferred stock, $1 par value, authorized 500,000 shares; none issued
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- | - | ||||||
Common stock, $01 par value, authorized 12,500,000 shares; issued 3,114,163 shares, 1,962,062 outstanding
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31,142 | 31,142 | ||||||
Additional paid-in capital
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5,102,868 | 5,102,868 | ||||||
Retained earnings
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17,349,004 | 17,305,883 | ||||||
22,483,014 | 22,439,893 | |||||||
Less: Treasury stock, 1,152,101 shares, at cost
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13,514,003 | 13,514,003 | ||||||
Total TSR, Inc. Equity
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8,969,011 | 8,925,890 | ||||||
Noncontrolling Interest
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45,040 | 3,447 | ||||||
Total Equity
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9,014,051 | 8,929,337 | ||||||
Total Liabilities and Equity
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$ | 13,192,121 | $ | 13,618,826 |
Three Months Ended
November 30,
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Six Months Ended
November 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Revenue, net
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$ | 12,166,435 | $ | 10,560,273 | $ | 24,253,132 | $ | 21,848,718 | ||||||||
Cost of sales
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10,100,751 | 8,805,261 | 20,089,600 | 18,244,007 | ||||||||||||
Selling, general and administrative expenses
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1,979,938 | 2,013,724 | 4,019,367 | 3,976,550 | ||||||||||||
12,080,689 | 10,818,985 | 24,108,967 | 22,220,557 | |||||||||||||
Income (loss) from operations
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85,746 | (258,712 | ) | 144,165 | (371,839 | ) | ||||||||||
Other income (expense):
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||||||||||||||||
Interest and dividend income
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1,429 | 2,644 | 3,133 | 5,707 | ||||||||||||
Unrealized gain (loss) on marketable securities, net
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1,488 | (4,212 | ) | (352 | ) | (5,020 | ) | |||||||||
Income (loss) before income taxes
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88,663 | (260,280 | ) | 146,946 | (371,152 | ) | ||||||||||
Provision (benefit) for income taxes
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36,000 | (79,000 | ) | 56,000 | (116,000 | ) | ||||||||||
Consolidated net income (loss)
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52,663 | (181,280 | ) | 90,946 | (255,152 | ) | ||||||||||
Less: net income attributable to noncontrolling interest
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(20,460 | ) | (1,189 | ) | (47,825 | ) | (20,751 | ) | ||||||||
Net income (loss) attributable to TSR, Inc.
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$ | 32,203 | $ | (182,469 | ) | $ | 43,121 | $ | (275,903 | ) | ||||||
Basic and diluted net income (loss) per TSR, Inc. common share
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$ | 0.02 | $ | (0.09 | ) | $ | 0.02 | $ | (0.14 | ) | ||||||
Weighted average number of basic and diluted common shares outstanding
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1,962,062 | 1,980,062 | 1,962,062 | 1,981,350 |
Shares of
common
stock
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Common
stock
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Additional
paid-in
capital
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Retained
earnings
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Treasury
stock
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TSR, Inc
equity
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Non
controlling
interest
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Total
equity
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|||||||||||||||||||||||||
Balance at May 31, 2012
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3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 20,796,104 | $ | (13,432,092 | ) | $ | 12,498,022 | $ | 21,270 | $ | 12,519,292 | ||||||||||||||||
Purchases of treasury stock
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- | - | - | - | (16,571 | ) | (16,571 | ) | - | (16,571 | ) | |||||||||||||||||||||
Cash dividend paid
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- | - | - | (2,970,093 | ) | - | (2,970,093 | ) | - | (2,970,093 | ) | |||||||||||||||||||||
Net income attributable to noncontrolling interest
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- | - | - | - | - | - | 20,751 | 20,751 | ||||||||||||||||||||||||
Distribution to noncontrolling interest
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- | - | - | - | - | - | (7,000 | ) | (7,000 | ) | ||||||||||||||||||||||
Net loss attributable to TSR, Inc.
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- | - | - | (275,903 | ) | - | (275,903 | ) | - | (275,903 | ) | |||||||||||||||||||||
Balance at November 30, 2012
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3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 17,550,108 | $ | (13,448,663 | ) | $ | 9,235,455 | $ | 35,021 | $ | 9,270,476 | ||||||||||||||||
Balance at May 31, 2013
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3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 17,305,883 | $ | (13,514,003 | ) | $ | 8,925,890 | $ | 3,447 | $ | 8,929,337 | ||||||||||||||||
Net income attributable to noncontrolling interest
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- | - | - | - | - | - | 47,825 | 47,825 | ||||||||||||||||||||||||
Distribution to noncontrolling interest
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- | - | - | - | - | - | (6,232 | ) | (6,232 | ) | ||||||||||||||||||||||
Net income attributable to TSR, Inc.
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- | - | - | 43,121 | - | 43,121 | - | 43,121 | ||||||||||||||||||||||||
Balance at November 30, 2013
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3,114,163 | $ | 31,142 | $ | 5,102,868 | $ | 17,349,004 | $ | (13,514,003 | ) | $ | 8,969,011 | $ | 45,040 | $ | 9,014,051 |
Six Months Ended
November 30,
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||||||||
2013
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2012
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|||||||
Cash flows from operating activities:
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Consolidated net income (loss)
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$ | 90,946 | $ | (255,152 | ) | |||
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:
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Depreciation and amortization
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6,754 | 5,393 | ||||||
Unrealized loss on marketable securities, net
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352 | 5,020 | ||||||
Deferred income taxes
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40,000 | 3,000 | ||||||
Changes in operating assets and liabilities:
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Accounts receivable
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75,317 | 3,152 | ||||||
Other receivables
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1,968 | (3,789 | ) | |||||
Prepaid expenses
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(28,113 | ) | (2,603 | ) | ||||
Prepaid and recoverable income taxes
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7,880 | (128,580 | ) | |||||
Accounts and other payables and accrued expenses and other current liabilities
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(564,728 | ) | (140,332 | ) | ||||
Advances from customers
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53,309 | 25,200 | ||||||
Net cash used in operating activities
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(316,315 | ) | (488,691 | ) | ||||
Cash flows from investing activities:
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||||||||
Proceeds from maturities of marketable securities
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1,740,000 | 500,000 | ||||||
Purchases of marketable securities
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(1,492,000 | ) | (3,237,267 | ) | ||||
Purchases of equipment and leasehold improvements
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(3,853 | ) | ||||||
Net cash provided by (used in) investing activities
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244,147 | (2,737,267 | ) | |||||
Cash flows from financing activities:
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||||||||
Cash dividend paid
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- | (2,970,093 | ) | |||||
Purchases of treasury stock
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- | (16,571 | ) | |||||
Distribution to noncontrolling interest
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(6,232 | ) | (7,000 | ) | ||||
Net cash used in financing activities
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(6,232 | ) | (2,993,664 | ) | ||||
Net decrease in cash and cash equivalents
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(78,400 | ) | (6,219,622 | ) | ||||
Cash and cash equivalents at beginning of period
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1,881,161 | 7,514,749 | ||||||
Cash and cash equivalents at end of period
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$ | 1,802,761 | $ | 1,295,127 | ||||
Supplemental disclosures of cash flow data:
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Income taxes paid
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$ | 8,000 | $ | 10,000 |
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1.
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Basis of Presentation
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2.
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Net Income (Loss) Per Common Share
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3.
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Cash and Cash Equivalents
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November 30,
2013
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May 31,
2013
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Cash in banks
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$ | 1,241,069 | $ | 1,562,939 | ||||
Money market funds
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561,692 | 318,222 | ||||||
$ | 1,802,761 | $ | 1,881,161 |
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4.
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Revenue Recognition
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5.
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Marketable Securities
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Level 1
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Level 2
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Level 3
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Total
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|||||||||||||
Certificates of Deposit
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$ | - | $ | 1,741,000 | $ | - | $ | 1,741,000 | ||||||||
Equity Securities
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19,072 | - | - | 19,072 | ||||||||||||
$ | 19,072 | $ | 1,741,000 | $ | - | $ | 1,760,072 |
May 31, 2013
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Level 1
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Level 2
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Level 3
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Total | ||||||||||||
Certificates of Deposit
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$ | - | $ | 1,989,000 | $ | - | $ | 1,989,000 | ||||||||
Equity Securities
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19,424 | - | - | 19,424 | ||||||||||||
$ | 19,424 | $ | 1,989,000 | $ | - | $ | 2,008,424 |
November 30, 2013
Current
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Amortized
Cost
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Gross
Unrealized
Holding
Gains
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Gross
Unrealized
Holding
Losses
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Recorded
Value
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||||||||||||
Certificates of Deposit
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$ | 1,741,000 | $ | - | $ | - | $ | 1,741,000 | ||||||||
Equity Securities
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16,866 | 2,206 | - | 19,072 | ||||||||||||
$ | 1,757,866 | $ | 2,206 | $ | - | $ | 1,760,072 |
May 31, 2013
Current
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Amortized
Cost
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Gross
Unrealized
Holding
Gains
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Gross
Unrealized
Holding
Losses
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Recorded
Value
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||||||||||||
Certificates of Deposit
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$ | 1,989,000 | $ | - | $ | - | $ | 1,989,000 | ||||||||
Equity Securities
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16,866 | 2,558 | - | 19,424 | ||||||||||||
$ | 2,005,866 | $ | 2,558 | $ | - | $ | 2,008,424 |
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6.
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Fair Value of Financial Instruments
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7.
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Stockholders’ Equity
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8.
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Other Matters
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9.
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Recent Accounting Pronouncements
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(Dollar amounts in thousands)
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||||||||||||||||
Three Months Ended
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||||||||||||||||
November 30,
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November 30,
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|||||||||||||||
2013
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2012
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Amount
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% of
Revenue
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Amount
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% of
Revenue
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|||||||||||||
Revenue, net
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$ | 12,166 | 100.0 | % | $ | 10,560 | 100.0 | % | ||||||||
Cost of sales
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10,101 | 83.0 | % | 8,805 | 83.4 | % | ||||||||||
Gross profit
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2,065 | 17.0 | % | 1,755 | 16.6 | % | ||||||||||
Selling, general and administrative expenses
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1,979 | 16.3 | % | 2,014 | 19.1 | % | ||||||||||
Income (loss) from operations
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86 | 0.7 | % | (259 | ) | (2.5 | )% | |||||||||
Other income (expense), net
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3 | 0.0 | % | (1 | ) | 0.0 | % | |||||||||
Income (loss) before income taxes
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89 | 0.7 | % | (260 | ) | (2.5 | )% | |||||||||
Provision (benefit) for income taxes
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36 | 0.3 | % | (79 | ) | (0.8 | )% | |||||||||
Consolidated net income (loss)
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$ | 53 | 0.4 | % | $ | (181 | ) | (1.7 | )% |
(Dollar amounts in thousands)
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||||||||||||||||
Six Months Ended
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||||||||||||||||
November 30,
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November 30,
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|||||||||||||||
2013
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2012
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|||||||||||||||
Amount
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% of Revenue
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Amount
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% of Revenue
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|||||||||||||
Revenue, net
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$ | 24,253 | 100.0 | % | $ | 21,849 | 100.0 | % | ||||||||
Cost of sales
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20,090 | 82.8 | % | 18,244 | 83.5 | % | ||||||||||
Gross profit
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4,163 | 17.2 | % | 3,605 | 16.5 | % | ||||||||||
Selling, general and administrative expenses
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4,019 | 16.6 | % | 3,977 | 18.2 | % | ||||||||||
Income (loss) from operations
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144 | 0.6 | % | (372 | ) | (1.7 | )% | |||||||||
Other income, net
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3 | 0.0 | % | 1 | 0.0 | % | ||||||||||
Income (loss) before income taxes
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147 | 0.6 | % | (371 | ) | (1.7 | )% | |||||||||
Provision (benefit) for income taxes
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56 | 0.2 | % | (116 | ) | (0.5 | )% | |||||||||
Consolidated net income (loss)
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$ | 91 | 0.4 | % | $ | (255 | ) | (1.2 | )% |
(a).
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Exhibit 31.1 – Certification by J.F. Hughes pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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TSR Inc.
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(Registrant)
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Date: January 10, 2014
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/s/ J.F. Hughes
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J.F. Hughes, Chairman and President
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Date: January 10, 2014
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/s/ John G. Sharkey
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John G. Sharkey, Vice President Finance and Chief Financial Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of TSR, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
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d.
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Disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
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All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: January 10, 2014
|
|
/s/ John G. Sharkey
|
|
Vice President-Finance
|
|
and Principal Accounting Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ J.F. Hughes
|
|
Chairman of the Board,
|
|
Chief Executive Officer and Director
|
|
January 10, 2014
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Cash and Cash Equivalents (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 30, 2013
|
|||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Abstract] | |||||||||||||||||||||||||||||||||||||
Summary of cash and cash equivalents |
|
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