Announcement • Jun 28
TSR, Inc.(NasdaqCM:TSRI) dropped from S&P TMI Index TSR, Inc.(NasdaqCM:TSRI) dropped from S&P TMI Index Announcement • May 17
Bucher & Christian Consulting, Inc. entered into a definitive agreement to acquire TSR, Inc. (NasdaqCM:TSRI) for $29.1 million. Bucher & Christian Consulting, Inc. entered into a definitive agreement to acquire TSR, Inc. (NasdaqCM:TSRI) for $29.1 million on May 15, 2024. Under the terms of the agreement, BCforward will commence a tender offer to purchase all of the outstanding shares of TSR for $13.40 per share, representing an equity value of approximately $29 million. BCforward has obtained a commitment letter from First Merchants Bank for up to $24 million of credit, which together with cash on hand will be used to finance the transaction. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of TSR’s common stock. The closing of the transaction is not subject to any financing conditions or regulatory approvals. Following the successful closing of the tender offer, BCforward will acquire any remaining shares of TSR that are not tendered in the tender offer through a second-step merger at the same consideration per share paid in the tender offer. The transaction has been approved by the boards of directors of both companies. The transaction is expected to close in the third quarter of 2024.
For TSR, FOCUS Investment Banking is acting as the exclusive financial advisor and Shulman Rogers is acting as legal counsel. In connection with the transaction, Chessiecap Securities, Inc. provided a fairness opinion to the Board of Directors of TSR. Stephen J. Hackman and Pierce H. Han of Ice Miller LLP acted as legal counsels to Justin Christian, Owner of Bucher & Christian Consulting, Inc. Valuation Update With 7 Day Price Move • May 16
Investor sentiment improves as stock rises 70% After last week's 70% share price gain to US$13.15, the stock trades at a trailing P/E ratio of 14.9x. Average trailing P/E is 24x in the IT industry in the US. Total returns to shareholders of 51% over the past three years. New Risk • Apr 17
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 2.3% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Minor Risks Shareholders have been diluted in the past year (2.3% increase in shares outstanding). Market cap is less than US$100m (US$16.7m market cap). Reported Earnings • Apr 16
Third quarter 2024 earnings released: EPS: US$0.19 (vs US$0.037 in 3Q 2023) Third quarter 2024 results: EPS: US$0.19 (up from US$0.037 in 3Q 2023). Revenue: US$19.7m (down 19% from 3Q 2023). Net income: US$411.1k (up 416% from 3Q 2023). Profit margin: 2.1% (up from 0.3% in 3Q 2023). The increase in margin was driven by lower expenses. Over the last 3 years on average, earnings per share has fallen by 19% per year but the company’s share price has only fallen by 1% per year, which means it has not declined as severely as earnings. Reported Earnings • Jan 13
Second quarter 2024 earnings released: EPS: US$0.21 (vs US$0.32 in 2Q 2023) Second quarter 2024 results: EPS: US$0.21 (down from US$0.32 in 2Q 2023). Revenue: US$21.7m (down 17% from 2Q 2023). Net income: US$460.0k (down 32% from 2Q 2023). Profit margin: 2.1% (down from 2.6% in 2Q 2023). The decrease in margin was driven by lower revenue. Over the last 3 years on average, earnings per share has increased by 2% per year but the company’s share price has increased by 12% per year, which means it is tracking significantly ahead of earnings growth. Announcement • Nov 04
TSR, Inc., Annual General Meeting, Dec 07, 2023 TSR, Inc., Annual General Meeting, Dec 07, 2023, at 11:00 US Eastern Standard Time. Agenda: To elect one Class II Director for a term to expire at the 2026 annual stockholder meeting; to ratify the appointment of CohnReznick LLP as the independent registered public accountants of the Company for the fiscal year ending May 31, 2024; to hold a non-binding advisory vote on the compensation program for the Company’s named executive officers as disclosed in the proxy statement; to vote on a proposal to approve an amendment to the Company’s Certificate of Incorporation to eliminate the personal liability of directors and executive officers for monetary damages for breach of the fiduciary duty of care; and to transact other business. Reported Earnings • Oct 12
First quarter 2024 earnings released: EPS: US$0.26 (vs US$0.23 in 1Q 2023) First quarter 2024 results: EPS: US$0.26 (up from US$0.23 in 1Q 2023). Revenue: US$22.5m (down 14% from 1Q 2023). Net income: US$546.8k (up 11% from 1Q 2023). Profit margin: 2.4% (up from 1.9% in 1Q 2023). The increase in margin was driven by lower expenses. Over the last 3 years on average, earnings per share has increased by 23% per year whereas the company’s share price has increased by 21% per year. Reported Earnings • Aug 13
Full year 2023 earnings released: EPS: US$0.81 (vs US$3.42 in FY 2022) Full year 2023 results: EPS: US$0.81 (down from US$3.42 in FY 2022). Revenue: US$101.4m (up 4.2% from FY 2022). Net income: US$1.74m (down 75% from FY 2022). Profit margin: 1.7% (down from 7.1% in FY 2022). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 45% per year but the company’s share price has only increased by 15% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • May 16
Investor sentiment deteriorates as stock falls 18% After last week's 18% share price decline to US$6.30, the stock trades at a trailing P/E ratio of 8.5x. Average trailing P/E is 24x in the IT industry in the US. Total returns to shareholders of 72% over the past three years. Reported Earnings • Apr 12
Third quarter 2023 earnings released: EPS: US$0.037 (vs US$0.023 loss in 3Q 2022) Third quarter 2023 results: EPS: US$0.037 (up from US$0.023 loss in 3Q 2022). Revenue: US$24.3m (flat on 3Q 2022). Net income: US$79.6k (up US$126.3k from 3Q 2022). Profit margin: 0.3% (up from net loss in 3Q 2022). Over the last 3 years on average, earnings per share has increased by 69% per year but the company’s share price has only increased by 41% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Apr 04
Investor sentiment improves as stock rises 16% After last week's 16% share price gain to US$8.85, the stock trades at a trailing P/E ratio of 13x. Average trailing P/E is 22x in the IT industry in the US. Total returns to shareholders of 213% over the past three years. Valuation Update With 7 Day Price Move • Feb 06
Investor sentiment improves as stock rises 16% After last week's 16% share price gain to US$9.72, the stock trades at a trailing P/E ratio of 14.2x. Average trailing P/E is 28x in the IT industry in the US. Total returns to shareholders of 138% over the past three years. Reported Earnings • Jan 10
Second quarter 2023 earnings released: EPS: US$0.32 (vs US$0.12 in 2Q 2022) Second quarter 2023 results: EPS: US$0.32 (up from US$0.12 in 2Q 2022). Revenue: US$26.0m (up 9.1% from 2Q 2022). Net income: US$673.8k (up 177% from 2Q 2022). Profit margin: 2.6% (up from 1.0% in 2Q 2022). Over the last 3 years on average, earnings per share has increased by 88% per year but the company’s share price has only increased by 26% per year, which means it is significantly lagging earnings growth. Board Change • Jan 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. No highly experienced directors. Independent Director Robert Fitzgerald was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Nov 02
TSR, Inc. Hires Karen Levy from Iprofs Llc TSR Consulting Services, Inc. is extremely excited to announce the hiring of Karen Levy, Principal Partner of Iprofs, LLC, a woman owned Information Technology Staffing Firm that she founded in 1992. Karen has been providing top tier talent to blue chip clients for over 30 years and has grown into a nationwide leader in permanent placements, staff augmentation, and retained search services. Announcement • Nov 01
TSR, Inc., Annual General Meeting, Nov 30, 2022 TSR, Inc., Annual General Meeting, Nov 30, 2022, at 11:00 US Eastern Standard Time. Agenda: To vote on a proposal to approve an amendment to the company's certificate of incorporation to declassify the board of directors; To ratify the appointment of CohnReznick LLP as the independent registered public accountants of the company for the fiscal year ending May 31, 2023; To hold a non-binding advisory vote on the compensation program for the company's named executive officers as disclosed in the proxy statement. Reported Earnings • Oct 12
First quarter 2023 earnings released: EPS: US$0.23 (vs US$3.26 in 1Q 2022) First quarter 2023 results: EPS: US$0.23 (down from US$3.26 in 1Q 2022). Revenue: US$26.2m (up 15% from 1Q 2022). Net income: US$494.7k (down 92% from 1Q 2022). Profit margin: 1.9% (down from 28% in 1Q 2022). Over the last 3 years on average, earnings per share has increased by 105% per year but the company’s share price has only increased by 32% per year, which means it is significantly lagging earnings growth. Announcement • Sep 14
TSR, Inc. announces an Equity Buyback for repurchase of $ 0.5 million worth of its common shares. TSR, Inc. (NasdaqCM:TSRI) announces a share repurchase program. Under the program, the company is authorized to repurchase up to $0.5 million worth of its common stock. The repurchase may be affected from time to time in accordance with applicable securities laws, through solicited or unsolicited transactions in the open market or in privately negotiated transactions. 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 TSR deems appropriate and may be discontinued at any time. TSR has no obligation or commitment to repurchase all or any portion of the shares covered by the authorization The stock repurchase program shall commence two business days after September 13, 2022 and is authorized for the next twelve months. Reported Earnings • Aug 16
Full year 2022 earnings released: EPS: US$1.68 (vs US$0.31 loss in FY 2021) Full year 2022 results: EPS: US$1.68 (up from US$0.31 loss in FY 2021). Revenue: US$97.3m (up 41% from FY 2021). Net income: US$6.93m (up US$7.53m from FY 2021). Profit margin: 7.1% (up from net loss in FY 2021). Over the last 3 years on average, earnings per share has increased by 113% per year but the company’s share price has only increased by 24% per year, which means it is significantly lagging earnings growth. Board Change • Apr 27
High number of new and inexperienced directors There are 3 new directors who have joined the board in the last 3 years. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. Lead Independent Director Tim Eriksen is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Apr 12
Third quarter 2022 earnings released Third quarter 2022 results: Revenue: US$24.4m (up 42% from 3Q 2021). Net loss: US$46.6k (loss narrowed 85% from 3Q 2021). Over the last 3 years on average, earnings per share has increased by 118% per year but the company’s share price has only increased by 29% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Apr 06
Investor sentiment improved over the past week After last week's 17% share price gain to US$10.45, the stock trades at a trailing P/E ratio of 3.3x. Average trailing P/E is 33x in the IT industry in the US. Total returns to shareholders of 109% over the past three years. Valuation Update With 7 Day Price Move • Feb 12
Investor sentiment deteriorated over the past week After last week's 18% share price decline to US$10.10, the stock trades at a trailing P/E ratio of 3.1x. Average trailing P/E is 32x in the IT industry in the US. Total returns to shareholders of 77% over the past three years. Valuation Update With 7 Day Price Move • Jan 28
Investor sentiment improved over the past week After last week's 15% share price gain to US$13.64, the stock trades at a trailing P/E ratio of 4.3x. Average trailing P/E is 30x in the IT industry in the US. Total returns to shareholders of 134% over the past three years. Reported Earnings • Jan 13
Second quarter 2022 earnings: Revenues and EPS in line with analyst expectations Second quarter 2022 results: EPS: US$0.12 (up from US$0.13 loss in 2Q 2021). Revenue: US$23.9m (up 49% from 2Q 2021). Net income: US$243.0k (up US$489.8k from 2Q 2021). Profit margin: 1.0% (up from net loss in 2Q 2021). The move to profitability was driven by higher revenue. Revenue was in line with analyst estimates. Over the last 3 years on average, earnings per share has increased by 101% per year but the company’s share price has only increased by 31% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Jan 12
Investor sentiment improved over the past week After last week's 29% share price gain to US$11.15, the stock trades at a trailing P/E ratio of 3.8x. Average trailing P/E is 36x in the IT industry in the US. Total returns to shareholders of 123% over the past three years. Announcement • Dec 23
TSR, Inc. Receives Service of Complaint in a Lawsuit Titled “Fintech Consulting LLC, Plaintiff, V. TSR, Inc., Et Al., Defendants On December 7, 2021, TSR, Inc. received service of a complaint in a lawsuit titled “Fintech Consulting LLC, Plaintiff, v. TSR, Inc., et al., Defendants” that was filed on December 1, 2021 in the United States District Court for the District of New Jersey, case number 2:21-cv-20181(KSH)(AME). The named Defendants in the complaint are the Company, QAR Industries, Inc., a shareholder of TSR, Robert E. Fitzgerald, a director and shareholder of TSR and the President, director and a shareholder of QAR, and Bradley Tirpak, a shareholder and the chairman of the board of directors of TSR. The complaint purports to assert claims against the Defendants under state law and Section 10(b) of the Securities and Exchange Act of 1934, as amended in connection with a Share Purchase Agreement, dated January 31, 2021, by and between the Plaintiff, as the seller of shares of TSR’s common stock, and QAR and Tirpak, as the purchasers of such shares. The Company believes the action described above to be without merit and intends to vigorously defend its interests. However, the Company may incur significant additional legal expenses as it pursues a vigorous defense against this action. While the Company believes the action to be without merit, no assurances can be given as to: (i) the outcome of this or other legal proceedings and (ii) the related impact of an unanticipated adverse outcome of these proceedings on the Company’s financial condition, results of operations or near-term liquidity. Recent Insider Transactions • Oct 30
Independent Director recently bought US$131k worth of stock On the 28th of October, Robert Fitzgerald bought around 15k shares on-market at roughly US$8.84 per share. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought US$389k more in shares than they have sold in the last 12 months. Reported Earnings • Aug 24
Full year 2021 earnings released: US$0.31 loss per share (vs US$0.57 loss in FY 2020) The company reported a solid full year result with reduced losses, improved revenues and improved control over expenses. Full year 2021 results: Revenue: US$68.8m (up 16% from FY 2020). Net loss: US$601.0k (loss narrowed 47% from FY 2020). Over the last 3 years on average, earnings per share has fallen by 28% per year but the company’s share price has increased by 3% per year, which means it is well ahead of earnings. Announcement • May 27
TSR, Inc. Announces Final Court Order Approving Settlement in the Stockholder Derivative Action TSR, Inc. announced that on May 24, 2021, the Supreme Court of the State of New York, Queens County issued a final order and judgment approving the settlement in the stockholder class and derivative action captioned Susan Paskowitz v. James J. Hill et al., No. 715541/2018, filed by Susan Paskowitz, a stockholder of the company, on October 16, 2018. On December 16, 2019, the company entered into a Stipulation and Agreement of Settlement with Susan Paskowitz providing for the settlement of the Stockholder Action. On May 21, 2020, the Court entered an order preliminarily approving the settlement. Pursuant to the terms of the final order, the Court fully and finally approved the settlement set in the Stipulation and dismissed the Stockholder Action with prejudice. The settlement payment is expected to be paid by the company’s insurance provider under its insurance policy. Reported Earnings • Apr 16
Third quarter 2021 earnings released: US$0.15 loss per share (vs US$0.48 loss in 3Q 2020) The company reported a solid third quarter result with reduced losses, improved revenues and improved control over expenses. Third quarter 2021 results: Revenue: US$17.2m (up 21% from 3Q 2020). Net loss: US$304.9k (loss narrowed 68% from 3Q 2020). Over the last 3 years on average, earnings per share has fallen by 49% per year but the company’s share price has increased by 13% per year, which means it is well ahead of earnings. Announcement • Feb 05
Qar Industries, Inc. completed the acquisition of 17.8% stake in TSR, Inc. (NasdaqCM:TSRI) from FinTech Consulting LLC for $2.5 million. Qar Industries, Inc. agreed to acquire 17.8% stake in TSR, Inc. (NasdaqCM:TSRI) from FinTech Consulting LLC for $2.5 million on January 31, 2021.
Qar Industries, Inc. completed the acquisition of 17.8% stake in TSR, Inc. (NasdaqCM:TSRI) from FinTech Consulting LLC on February 4, 2021. Announcement • Jan 15
TSR, Inc. announced delayed 10-Q filing On 01/14/2021, TSR, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Is New 90 Day High Low • Dec 16
New 90-day high: US$7.51 The company is up 42% from its price of US$5.31 on 16 September 2020. The American market is up 12% over the last 90 days, indicating the company outperformed over that time. It also outperformed the IT industry, which is up 11% over the same period. Is New 90 Day High Low • Nov 28
New 90-day high: US$7.00 The company is up 46% from its price of US$4.80 on 28 August 2020. The American market is up 6.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the IT industry, which is up 3.0% over the same period. Is New 90 Day High Low • Oct 24
New 90-day high: US$6.91 The company is up 65% from its price of US$4.18 on 24 July 2020. The American market is up 9.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the IT industry, which is up 7.0% over the same period. Reported Earnings • Oct 16
First quarter earnings released Over the last 12 months the company has reported total losses of US$466.4k, with losses narrowing by 77% from the prior year. Total revenue was US$58.7m over the last 12 months, down 4.9% from the prior year. Announcement • Oct 14
TSR, Inc. to Report Q1, 2021 Results on Oct 13, 2020 TSR, Inc. announced that they will report Q1, 2021 results at 1:00 PM, GMT Standard Time on Oct 13, 2020 Announcement • Oct 01
TSR, Inc. (NasdaqCM:TSRI) acquired Geneva Consulting Group, Inc. TSR, Inc. (NasdaqCM:TSRI) acquired Geneva Consulting Group, Inc. on January 9, 2020. Post the transaction, Geneva Consulting Group's team will join TSR.
TSR, Inc. (NasdaqCM:TSRI) completed the acquisition of Geneva Consulting Group, Inc. for $2.5 million on September 1, 2020. Francesca Crisera Ruiz of Squire Patton Boggs (US) LLP acted as legal advisor to TSR. Falcon Rappaport & Berkman PLLC acted as legal advisor to Geneva Consulting Group.