Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
January 14 2021 - 07:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
File Number
001-38838
CUSIP
Number
872885207
NOTIFICATION
OF LATE FILING
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
☐ Form N-CSR
For
Period Ended: November 30, 2020
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For
the Transition Period Ended: ________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
TSR,
Inc.
Full
Name of Registrant
Former
Name if Applicable
400
Oser Avenue, Suite 150
Address
of Principal Executive Office (Street and Number)
Hauppauge,
NY 11788
City,
State and Zip Code
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
☒
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
|
|
(c)
|
The
accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART
III-- NARRATIVE
TSR,
Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q timely because it needs additional time to
(i) complete certain valuation procedures and associated accounting regarding the previously disclosed acquisition of Geneva Consulting
Group, Inc. (the “Geneva Acquisition”) and (ii) finalize the calculation of a non-cash impairment charge that is estimated
to be approximately $140,000 related to a sublease of its offices in New York entered into during the last completed quarter (the
“Impairment Charge”). The Company currently expects to file its report within the extension period.
Certain
statements contained herein, including statements concerning the Company’s plans and estimates 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 due to known and unknown risks and uncertainties, including but not limited to those set forth
in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to publicly update
or revise forward-looking statements.
PART
IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
John
Sharkey
|
|
(631)
|
|
231-0333
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes
☐ No
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
During
the quarter ended November 30, 2020, the Company expects revenue to increase approximately 5.5% from the same quarter last year
to approximately $16.0 million due to the Geneva acquisition. The Company also expects to incur net loss of approximately $250,000
in the quarter ended November 30, 2020, compared to net income of $61,512 in the same quarter last year, primarily resulted from
an increase in selling, general and administrative expenses due to the Geneva acquisition and the Impairment Charge.
|
TSR,
Inc.
|
|
|
(Name
of Registrant as Specified in Charter)
|
|
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date
January 14, 2021
|
By:
|
/s/ John Sharkey
|
|
|
John Sharkey
|
|
|
Senior Vice President and
Chief Financial Officer
|
3
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