SofTech (SOFT) 10-Q 14 Apr 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Feb. 28, 2014	Apr. 08, 2014
Document and Entity Information	'	'
Entity Registrant Name	'SOFTECH INC	'
Document Type	'10-Q	'
Document Period End Date	28-Feb-14	'
Amendment Flag	'false	'
Entity Central Index Key	'0000354260	'
Current Fiscal Year End Date	'--05-31	'
Entity Common Stock, Shares Outstanding	'	875,135
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONSOLIDATED_CONDENSED_BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) (USD $)	Feb. 28, 2014	31-May-13
CURRENT ASSETS	'	'
Cash and cash equivalents	$1,292	$1,188
Restricted cash	35	100
Accounts receivable (less allowance for uncollectible accounts of $29 as of February 28, 2014 and May 31, 2013)	1,202	895
Receivable from product line sale	320	0
Prepaid and other assets	55	299
Total current assets	2,904	2,482
Property and equipment, net	103	61
Goodwill	992	4,249
Capitalized software development costs, net	362	376
Capitalized patent costs	105	101
Debt issuance costs, net	210	250
Notes receivable and other assets	260	195
TOTAL ASSETS	4,936	7,714
LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	'	'
Accounts payable	690	137
Accrued expenses	425	602
Other current liabilities	114	89
Deferred maintenance revenue	1,405	2,147
Current portion of capital lease	19	13
Current portion of debt	964	0
Total current liabilities	2,717	2,988
Capital lease, net of current portion	52	39
Long-term debt, net of current portion	0	2,700
Total liabilities	3,669	5,727
Commitments	'	'
Redeemable common stock, $0.10 par value, 50,000 shares issued and outstanding at February 28, 2014 and May 31, 2013	275	275
Shareholders' equity :	'	'
Common stock, $0.10 par value 20,000,000 shares authorized, 875,135 and 1,045,135 issued and outstanding at February 28, 2014 and May 31, 2013, respectively	100	100
Capital in excess of par value	27,314	27,369
Accumulated deficit	-25,918	-25,333
Accumulated other comprehensive loss	-504	-424
Total shareholders' equity	992	1,712
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	$4,936	$7,714

CONSOLIDATED_CONDENSED_BALANCE1

CONSOLIDATED CONDENSED BALANCE SHEETS PARENTHETICALS (USD $)	Feb. 28, 2014	31-May-13
Parentheticals	'	'
Allowance for uncollectible accounts	$29	$29
Redeemable common stock, par value	$0.10	$0.10
Redeemable common Stock, shares issued	50,000	50,000
Redeemable common Stock, shares outstanding	50,000	50,000
Common Stock, par value	$0.10	$0.10
Common Stock, shares authorized	20,000,000	20,000,000
Common Stock, shares issued	875,135	1,045,315
Common Stock, shares outstanding	875,135	1,045,315

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share data) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
Revenue:	'	'	'	'
Products	$426	$244	$1,042	$936
Services	916	1,215	3,089	3,574
Royalties on sale of patents	0	0	'	290
Total revenue	1,342	1,459	4,131	4,800
Cost of revenue:	'	'	'	'
Products	241	38	302	88
Services	325	293	897	924
Total cost of revenue	566	331	1,199	1,012
Gross margin	776	1,128	2,932	3,788
Research and development expenses	276	231	915	799
Selling, general and administrative expenses	835	848	2,582	2,391
Gain on sale of product line	-64	'	-155	'
Operating income(loss)	-271	49	-410	598
Interest expense	10	63	203	198
Other income	-6	0	-28	-11
Net income (loss)	($275)	($14)	($585)	$411
Basic and diluted net income(loss) per share:	($0.31)	($0.01)	($0.66)	$0.41
Weighted average common shares outstanding-basic and diluted	875,135	1,039,302	'	'
Weighted average common shares outstanding-basic	'	'	883,853	1,009,567
Weighted average common shares outstanding-diluted	'	'	883,853	1,010,842

CONSOLIDATED_CONDENSED_STATEME

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (UNAUDITED) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
COMPREHENSIVE INCOME (LOSS):	'	'	'	'
Net income (loss)	($275)	($14)	($585)	$411
Foreign currency translation adjustment	-35	3	-80	9
Total other comprehensive loss	-35	3	-80	9
Comprehensive income (loss)	($310)	($11)	($665)	$420

CONSOLIDATED_CONDENSED_STATEME1

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) (USD $)	9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013
Cash flows from operating activities:	'	'
Net income(loss)	($585)	$411
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Depreciation and amortization expense	170	161
Gain on sale of product line	-155	0
Stock-based compensation	6	6
Non-cash interest expense	15	0
Change in fair value of warrant liability	-32	0
Change in current assets and liabilities:	'	'
Accounts receivable	-243	-420
Prepaid expenses and other assets	179	-228
Restricted cash	65	217
Accounts payable, accrued expenses and other liabilities	401	-187
Deferred maintenance revenue	-135	0
Net cash used in operating activities	-314	-40
Cash flows from investing activities:	'	'
Proceeds from sale of product line, net of direct cash expenses	2,432	0
Capital expenditures	-39	-2
Capitalized software development costs	-57	-207
Capitalized patent costs	-4	-6
Net cash provided by (used in) investing activities	2,332	-215
Cash flows from financing activities:	'	'
Cost of treasury shares	-63	0
Capitalized debt issuance costs	-32	0
Proceeds from issuance of redeemable common stock, net of issuance costs	0	223
Repayment under debt agreements	-1,700	-855
Borrowing under debt agreements	0	300
Repayments under capital lease	-11	-7
Net cash used in financing activities	-1,825	-339
Effect of exchange rates on cash	-89	1
Increase (decrease) in cash and cash equivalents	104	-593
Cash and cash equivalents, beginning of period	1,188	595
Cash and cash equivalents, end of period	1,292	2
Supplemental disclosures of cash flow information:	'	'
Interest paid	205	110
Taxes paid	14	2
Noncash investing and financing activities:	'	'
Issuance of warrants	51	0
Purchase of property and equipment under capital lease	30	53
Accretion of redeemable common stock	$0	$112

Description_of_the_Business_an

Description of the Business and Basis of Presentation	9 Months Ended
	Feb. 28, 2014
Description of the Business and Basis of Presentation	'
Description of the Business and Basis of Presentation	'
	A.
	Description of the Business and Basis of Presentation
	SofTech, Inc. (the “Company”) was formed in Massachusetts on June 10, 1969. The Company is engaged in the development, marketing, distribution and support of computer software solutions that serve the Product Lifecycle Management (“PLM”) industry. The Company’s operations are organized geographically with offices in the U.S. and European sales and customer support offices in Germany and Italy. The Company also has resellers in Asia and Europe.
	Since the Recapitalization Transaction described hereunder, the Company has also been actively engaged in acquiring and filing new U.S. patents, evaluating alternatives for monetizing its existing patents and investigating the acquisition of specific patents already awarded that might enhance our value. It is expected that this kind of activity will become an increasing area of focus and investment over the coming years.
	The consolidated financial statements of the Company include the accounts of SofTech, Inc. and its wholly-owned subsidiaries, Information Decisions, Inc., Workgroup Technology Corporation, SofTech, GmbH and SofTech, Srl. All significant intercompany accounts and transactions have been eliminated in consolidation.
	The consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission without audit; however, in the opinion of management, the information presented reflects all adjustments which are of a normal recurring nature and elimination of intercompany transactions which are necessary to present fairly the Company’s financial position and results of operations. It is recommended that these consolidated condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013.
	CADRA Sale
	On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluding cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services (the “CADRA Sale”), to Mentor Graphics Corporation (“Mentor”), pursuant to an Asset Purchase Agreement dated August 30, 2013 (the “Asset Purchase Agreement”).  The aggregate consideration for the CADRA Sale is up to $3.95 million, which is comprised of (i) $3.2 million, $2.88 million of which was paid on the closing date and $320,000 (representing a 10% holdback) of which will be paid on the one year anniversary of the closing date (subject to any indemnification claims), and (ii) earn-out payments of up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business, subject to the terms of the Earn-Out Agreement dated August 30, 2013 (the “Earn-Out Agreement”).
	The Company will continue to offer the CADRA technology as a reseller throughout Europe (except Germany) and for a one year period from the closing of the transaction to Sikorsky Aircraft, the largest CADRA user in the United States.  Due to the significant continued involvement in the sale and support of the CADRA product line, the transaction does not qualify for presentation as discontinued operations.
	Recapitalization Transaction
	In March 2011, the current management team (CEO and VP of Business Development) completed a transaction (the “Recapitalization Transaction”) in which a group of eight investors purchased 39% of the Company’s common stock, arranged for debt facilities of $3.2 million and negotiated for a $7.6 million debt reduction from Greenleaf Capital, Inc. (“Greenleaf”), at that time, the Company’s sole lender and largest shareholder. As part of that Recapitalization Transaction, Greenleaf accepted a payment of $2.7 million in cash and note for $250,000 in full satisfaction of the $10.6 million of indebtedness. The former CEO resigned after a short transition period, a new four person Board of Directors was appointed and the existing Board members resigned. In addition, Greenleaf gave the Company’s new Board of Directors voting control over its shares for a three year period immediately following the Recapitalization Transaction.
	Refinancing of Debt
	On December 5, 2013, the Company entered into an amended and restated loan agreement (the “Amended Loan Agreement No. 2”) between the Company, and Prides Crossing Capital Funding, L.P., (the “Lender”) whereby the parties agreed to amend and restate the Company’s existing $2.7 million Loan Agreement following the CADRA Sale. The Lender was the successor to Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., the Lenders under the Loan Agreement. Under the terms of the Amended Loan Agreement No. 2, the Company agreed to pay down the principal of the Loan Agreement from $2.7 million to $1.0 million (the “Term Note”) using a portion of the proceeds from the CADRA Sale. In addition, the Company paid a pre-payment penalty of $81,000 and agreed to repurchase the outstanding warrants to purchase 25,000 shares of common stock at an exercise price of $1.00 per share in exchange for $19,000.
	The amended and restated Term Note matures on January 1, 2015 and bears an interest rate of 14% payable in arrears on a monthly basis throughout the life of the loan commencing on January 1, 2014. The Term Note may be repaid in full at any time but partial voluntary pre-payments are not allowed. If a pre-payment is made on or prior to September 30, 2014, the Company shall pay a yield maintenance fee equal to the interest that would have accrued under the Term Note from the date of pre-payment through September 30, 2014. No yield maintenance fee is due for a pre-payment made subsequent to September 30, 2014.
	Stock Purchase Agreement with Greenleaf Capital and affiliates
	In June 2013, the Company purchased 170,000 shares of common stock from Greenleaf, The Ronda E. Stryker and William D. Johnston Foundation, and The L. Lee Stryker 1974 Irrevocable Trust fbo Ronda E. Stryker, for a purchase price of $62,900 or $0.37 per share as detailed in Note K to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013. The agreement provides an option for the Company to either make an offer to purchase the remaining 101,411 shares held by Greenleaf at $0.37 per share or to provide Greenleaf with registration rights with respect to the remaining shares as set forth in the Registration Rights Agreement dated March 8, 2011. Greenleaf is under no obligation to accept the Company’s offer to purchase the remaining shares on the terms set forth above, however, if the offer is made by the Company and rejected by Greenleaf, the Company will no longer be obligated to provide Greenleaf with registration rights with respect to the remaining shares. As part of the agreement, Greenleaf agreed not to sell or transfer the shares for a one year period from the purchase date.

Significant_Accounting_Policie

Significant Accounting Policies	9 Months Ended
	Feb. 28, 2014
Significant Accounting Policies	'
Significant Accounting Policies	'
	B.
	Significant Accounting Policies
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates included in the financial statements pertain to revenue recognition, the allowance for doubtful accounts receivable, and the valuation of long term assets including goodwill, intangibles, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates.
	REVENUE RECOGNITION
	The Company follows the provisions of the Accounting Standards Codification (“ASC”) 985, Software for transactions involving the licensing of software and software support services. Revenue from software license sales is recognized when persuasive evidence of an arrangement exists, delivery of the product has been made, and a fixed fee and collectability has been determined. The Company does not provide for a right of return. For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements, using the residual method set forth in ASC 985. Revenue from customer maintenance support agreements is deferred and recognized ratably over the term of the agreements, typically one year. Revenue from engineering, consulting and training services is recognized as those services are rendered using a proportional performance model.
	The Company follows the provisions of ASC 605, Revenue Recognition for transactions that do not involve the licensing of software or software support services as in the case of the recent sale of our patents. Revenue from the sale of patents is recorded when persuasive evidence of an arrangement exists, delivery has taken place and a fixed fee and collectability has been determined. These conditions are no different from those when we license software. For multiple element arrangements, however, under ASC 605, total fees are allocated to each of the elements based upon the relative selling price method. Under that method the allocation of fees to the undelivered elements is based on VSOE, or if it doesn’t exist, then based on third party evidence of selling price. If neither exists, then the allocation is based on management’s best estimate of the selling price.
	SOFTWARE DEVELOPMENT COSTS
	The Company accounts for its software development costs in accordance with 985-20, Costs of Computer Software to Be Sold, Leased or Marketed.  Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product.  Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers.  Such costs are amortized using the straight-line method over the estimated economic life of the product, generally three years.  The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis.  Judgment is required in determining when technological feasibility of a product is established as well as its economic life.
	During the nine months ended February 28, 2014, the Company capitalized approximately $57,000 of software development costs related to new products.  The Company did not capitalize software development costs during the three months ended February 28, 2014.  During the three and nine months ended February 28, 2013, the Company capitalized approximately $49,000 and $207,000, respectively. Amortization expense related to capitalized software development costs for the three and nine months ending February 28, 2014 was approximately $23,000 and $71,000, respectively, as compared to approximately $20,000 and $48,000 for the comparable periods in the prior fiscal year.
	DEBT ISSUANCE COSTS
	The Company capitalizes the direct costs associated with entering into debt agreements and amortizes those costs over the life of the debt agreement.  The December 2013 refinancing was considered a modification per ASC 470-50, Debt Modifications and Extinguishment. The Company capitalized no additional costs in connection with the refinancing. The Company had approximately $238,000 in unamortized debt issuance costs remaining, relating to the old arrangement at the time of the transaction. The total debt issuance costs are being amortized over the term of the new arrangement in accordance with ASC 470-50. Unamortized debt issuance costs related to the Company’s previous debt agreement as of May 10, 2013 totaled approximately $108,000 and were expensed in Q4 of fiscal 2013. Amortization expense related to debt issuance costs for the three and nine months ending February 28, 2014 were approximately $22,000 and $81,000, respectively, as compared to approximately $29,000 and $88,000 for the comparable periods in the prior fiscal year.
	ACCOUNTING FOR GOODWILL
	The Company accounts for goodwill pursuant to the provisions of the ASC 350,  Intangibles – Goodwill and Other. This requires that goodwill be reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Additionally, existing goodwill and intangible assets must be assessed and classified within the statement’s criteria.
	The Company operates in a single reporting unit.  Goodwill has been allocated to the CADRA product line based upon the estimated fair value of the CADRA product line based on the transaction with Mentor as compared to the estimated fair value of the Company as a whole. Goodwill allocated to the CADRA product line included in the derivation of the gain on sale was approximately $3.2 million.
	As of May 31, 2013, the Company conducted its annual impairment test of goodwill by comparing the fair value of the reporting unit to the carrying amount of the underlying assets and liabilities of its single reporting unit. The Company determined that the fair value of the reporting unit exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date. The Company concluded that no facts or circumstances arose during the nine months ended February 28, 2014 to warrant an interim impairment test.
	CAPITALIZED PATENT COSTS
	Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is finally rejected.  Patent costs are amortized over their estimated economic lives under the straight-line method, and are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through the estimated undiscounted future cash flows from the use of the associated patent. Capitalized patent costs for the three and nine month periods ending February 28, 2014 were approximately $2,000 and $4,000, respectively, as compared to $ - and $6,000, respectively, for the three and nine month periods ending February 28, 2013.
	LONG-LIVED ASSETS
	The Company periodically reviews the carrying value of all intangible and other long-lived assets. If indicators of impairment exist, the Company compares the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If the carrying value of the asset is greater than the estimated undiscounted cash flows, the carrying value of the assets would be decreased to their fair value through a charge to operations. As of February 28, 2014, the Company does not have any long-lived assets it considers to be impaired.
	STOCK BASED COMPENSATION
	Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award. The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.
	In May 2011, the 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the Company’s shareholders, pursuant to which 150,000 shares of our common shares were reserved for issuance. Additionally, any future shares subject to any award under the 2011 Plan that expire, is terminated unexercised or is forfeited will be available for grant under the 2011 Plan. The Company may grant stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture under the 2011 Plan. As of February 28, 2014, 9,306 options were awarded and outstanding under the 2011 Plan.
	The following table summarizes option activity under the 2011 Plan:
				Weighted		Weighted-
				Average		Average
		Number of		Exercise Price		Remaining		Aggregate
		Options		Per Share		Life (in years)		Intrinsic Value
	Outstanding options at May 31, 2012	10,000	$	2.4		9.02	$	-
	Granted	-		-		-		-
	Exercised	-		-		-		-
	Forfeited or expired	-		-		-		-
	Outstanding options at May 31, 2013	10,000		2.4		8.02		-
	Granted	-		-		-		-
	Exercised	-		-		-		-
	Forfeited or expired	694		2.4		-		-
	Outstanding options at February 28, 2014	9,306	$	2.4		4	$	-
	Exercisable at February 28, 2014	8,750	$	2.4		3.77	$	-
	The Company determined the volatility for options granted using the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method as prescribed in ASC 718 Compensation, Stock Compensation. The expected life represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.
	For each of the three and nine month periods ended February 28, 2014 and 2013, the Company expensed approximately $2,000 and $6,000, respectively, of stock-based compensation.
	REDEEMABLE COMMON STOCK
	During the year ending May 31, 2013, the Company issued 50,000 shares of common stock, $.10 par value (the “Common Stock”) at a purchase price of $5.00 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions for total proceeds of $250,000. These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each of the respective Investors. In lieu of registration rights, each $25,000 investment entitles the Investors to a fee of $6,000 (the “Fee”) to be paid in six equal quarterly installments during the eighteen month period (the “Payment Period”) following the investment.  The Agreement also provides the Investors with the right to require the Company to redeem the Common Stock held by such Investors (the “Put Option”) for $5.50 per share in cash for a 30 day period following the Payment Period.
	The Company first assessed the redeemable Common Stock to determine if the instrument should be accounted for as a liability in accordance with ASC 480. In that the Put Option is optionally redeemable by the holder, the Common Stock was not required to be accounted for as a liability. Next, the Company assessed the Put Option within the redeemable Common Stock as a potential embedded derivative pursuant to the provisions of ASC 815, Derivatives and Hedging, and concluded that the Put Option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the Common Stock issued pursuant to the Agreement in accordance with ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity. The 50,000 shares of Common Stock issued pursuant to the Agreement were recorded as redeemable common stock at an initial carrying value of $163,000. This amount is equal to the gross proceeds of $250,000, less $27,000 in issuance costs related to legal fees and the $60,000 Fee, which has been included in other liabilities. The Company elected to record the Common Stock at its redemption value of $275,000 immediately and accordingly recorded accretion of $112,000 to additional paid in capital during fiscal year 2013.
	FOREIGN CURRENCY TRANSLATION
	The functional currency of the Company’s foreign operations (Germany and Italy) is the Euro. As a result, assets and liabilities are translated at period-end exchange rates and revenues and expenses are translated at the average exchange rates. Adjustments resulting from translation of such financial statements are classified in accumulated other comprehensive income (loss). Foreign currency gains and losses arising from transactions were included in the statements of operations. For the three and nine month periods ended February 28, 2014, the Company recorded a net gain from foreign currency related transactions of approximately $6,000, and $28,000, respectively, as compared to approximately $- and $11,000 for the comparable periods in the prior fiscal year, to Other (income) expense in the Consolidated Condensed Statements of Operations.
	INCOME TAXES
	The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.
	NET INCOME (LOSS) PER COMMON SHARE
	Basic and diluted net income (loss) per share are computed by dividing the net income (loss) by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income (loss) by the weighted-average number of common and equivalent dilutive common shares outstanding.  For periods in which losses are reported potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share because the effect is antidilutive.
	The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
			For the Three Months Ended
			February 28,		February 28,
			2014		2013
			(amounts in thousands)
	Net loss available to common shareholders	$	-275	$	-14
	Weighted average number of common shares outstanding used in calculation of basic earnings per share		875,135		1,039,302
	Incremental shares from the assumed exercise of
	dilutive stock options		-		-
	Weighted average number of common shares
	outstanding used in calculating diluted earnings
	per share		875,135		1,039,302
			For the Nine months Ended
			February 28,		February 28,
2014			2013
		(amounts in thousands)
Net income (loss) available to common shareholders	$	-585	$	411
Weighted average number of common shares outstanding used in calculation of basic earnings per share		883,853		1,009,567
Incremental shares from the assumed exercise of dilutive stock options		-		1,275
Weighted average number of common shares
outstanding used in calculating diluted earnings
per share		883,853		1,010,842
For the three and nine month periods ended February 28, 2014, 9,306 options to purchase common shares were anti-dilutive and were excluded from the above calculation. For the three months ended February 28, 2013, 10,000 options to purchase common shares were anti-dilutive and were excluded from the above calculation and for the nine month periods ended February 28, 2013, all options were included in the above calculation.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable and notes payable. The estimated fair values have been determined through information obtained from market sources and management estimates.  The estimated fair value of certain financial instruments including cash equivalents, accounts receivable and account payable, approximate the carrying value due to their short-term maturity.

Segment_Information

Segment Information	9 Months Ended
	Feb. 28, 2014
Segment Information	'
Segment Information	'
	C.
	Segment Information
	The Company operates in one reportable segment and is engaged in the development, marketing, distribution and support of computer aided design and product data management and collaboration computer solutions. The Company’s operations are organized geographically with offices in the U.S. and foreign offices in Germany and Italy. Components of revenue and long-lived assets (consisting primarily of intangible assets, capitalized software and property, plant and equipment) by geographic location, are as follows (in thousands):
			Three Month Periods Ended
	Revenue:		28-Feb-14		28-Feb-13
	North America	$	1,077	$	1,148
	Europe		318		358
	Asia		-		157
	Eliminations		-53		-204
	Consolidated Total	$	1,342	$	1,459
	Nine Month Periods Ended
	Revenue:		28-Feb-14		28-Feb-13
	North America	$	3,335	$	3,561
	Europe		922		1,293
	Asia		493		444
	Eliminations		-619		-498
	Consolidated Total	$	4,131	$	4,800
	Long Lived Assets:		As of February 28,		As of May 31,
			2014		2013
	North America	$	1,989	$	5,119
	Europe		43		113
	Consolidated Total	$	2,032	$	5,232

Note_Receivable

Note Receivable	9 Months Ended
	Feb. 28, 2014
Note Receivable	'
Note Receivable	'
	D.
	Note Receivable
	Joseph Mullaney, the Company’s CEO, was extended a non-interest bearing note in the amount of $134,000 related to a stock transaction in May, 1998. The note is partially secured by the Company stock acquired in that transaction. The Company has accounted for the note as a fixed arrangement.

Sale_of_Patents

Sale of Patents	9 Months Ended
	Feb. 28, 2014
Sale of Patents	'
Sale of Patents	'
	E.
	Sale of Patents
	In June 2012, the Company sold to an unrelated third party (the “Buyer”) its rights, title and interests in three of its U.S. patents (the “Patents”) all entitled Method and System for Design and Drafting in exchange for a non-refundable, initial royalty payment of $200,000 (the “Initial Payment”). These Patents were derived from the Company’s development work related to the Company’s CADRA product line and the inventions are a key, time saving feature within that technology offering. The Company received a limited, non-exclusive, royalty-free license under the Patents to make, use, offer to sell, or sell the Company’s products or services.
	In September 2012, the Patent agreement was amended to include two other U.S. patents (“Additional Patents”) both entitled Product Development System and Method Using Integrated Process and Data Management. These Additional Patents were derived from the development work related to the Company’s ProductCenter product line and are a core and essential capability within that product offering. The Company received a limited, non-exclusive, royalty-free license under the Additional Patents to make, use, offer to sell or sell the Company’s products or services. As a result of the amendment, the Initial Payment was increased by $100,000.
	The agreement gives the Buyer complete control over what, if any, actions shall be taken in the future to monetize the Patents through licensing, sale, enforcement or other means. In the event whereby monies are derived from the Patents, the Company is due 30% of the net proceeds (the “Net Proceeds”), as defined in the agreement. The Initial Payment shall be reimbursable from Net Proceeds to the extent any are due. There can be no assurance that the Company will derive any additional monies from the Patents, however.
	The sale of the Patents is a multiple element arrangement as defined under ASC 605 and, as such, the Company allocated the Initial Payment between the sale of the Patents that were delivered during the fiscal quarter and support services that were undelivered. Support services include being available to the Buyer to assist them should they require such assistance in licensing or pursuing other means of monetizing the Patents to third parties. The allocation of the Initial Payment to the patent and support services elements was based on management’s best estimate of the selling price of each element. The Initial Payment was allocated as follows: Patents - $290,000; and Support Services - $10,000. Additional monies due the Company in the form of royalties from its 30% share of Net Proceeds will be recorded in the quarterly period in which the Buyer notifies the Company such payments are due. Such notification and payment, if any, are due thirty calendar days after the end of each calendar quarter. The revenue allocated to support services was recognized during the three months ended February 28, 2014 as all services had been performed. There can be no assurance that the Company will derive any other monies from the Additional Patents, however.
	The Company retained its U.S. patent applications that it acquired or filed since the Recapitalization Transaction in March 2011. These patent applications were not included in the above described agreement. The Company expects to be actively engaged with the U.S. Patent and Trademark Office for the foreseeable future with regard to those filings.

DEBT

DEBT	9 Months Ended
	Feb. 28, 2014
DEBT	'
DEBT	'
	F. Debt
	On May 10, 2013, the Company entered into the Loan Agreement with Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., (“Lenders”).  The Loan Agreement provided for a $2.7 million, three-year term Loan with interest only until October 1, 2014.
	On July 9, 2013, the Loan Agreement was amended (the “Amended Loan Agreement No. 1”) to allow the Company to repurchase 170,000 of its shares from Greenleaf (as described in Note G) and to increase the maximum ratio of indebtedness to EBITDA from 2.25:1 to 2.60:1 for the quarters ended May 31, 2013, August 31, 2013 and November 30, 2013. In consideration for entering into the Amended Loan Agreement No. 1, the Company issued the Lenders warrants to purchase 25,000 shares of common stock at an exercise price of $1.00 per share. The warrants were to vest monthly over three years, with accelerated vesting under certain circumstances including if the Loan was repaid prior to maturity, and terminate if not exercised on or before July 9, 2020.
	Upon issuance, the warrants did not meet the requirements for equity classification, because such warrants provide a cash-out election allowing the holder to a one time right to require the Company to repurchase all or a portion of the warrants.  Therefore these warrants were required to be accounted for as a liability.  Changes in fair value are recognized as either a gain or loss in the consolidated statement of operations under the caption “Other income.”
	The Company determined the fair value of the warrants using the Black-Scholes valuation model.  The grant date fair value of the warrant of approximately $51,000 was recorded a liability, with a corresponding discount recorded on the debt.  The debt discount is being accreted through the remaining term of the Loan Agreement using the effective interest rate method.
	On December 5, 2013, the Company entered into an amended and restated loan agreement (the “Amended Loan Agreement No. 2”) between the Company, as borrower and Prides Crossing Capital Funding, L.P., (the “Lender”) whereby the parties agreed to amend and restate the Company’s existing $2.7 million Loan Agreement following the CADRA Sale. The Lender was the successor to Prides Crossing Capital, L.P. and Prides Crossing Capital-A, L.P., the Lenders under the Loan Agreement. Under the terms of the Amended Loan Agreement No. 2, the Company agreed to pay down the principal of the Loan Agreement from $2.7 million to $1.0 million (the “Term Note”) using a portion of the proceeds from the CADRA Sale. In addition, the Company paid a pre-payment penalty of $81,000 and agreed to repurchase the outstanding warrant to purchase 25,000 shares of common stock at an exercise price of $1.00 per share in exchange for $19,000.
	The amended and restated Term Note matures on January 1, 2015 and bears an interest rate of 14% payable in arrears on a monthly basis throughout the life of the loan commencing on January 1, 2014. The Term Note may be repaid in full at any time but partial voluntary pre-payments are not allowed. If a pre-payment is made on or prior to September 30, 2014, the Company shall pay a yield maintenance fee equal to the interest that would have accrued under the Term Note from the date of pre-payment through September 30, 2014. No yield maintenance fee is due for a pre-payment made subsequent to September 30, 2014.
	The Company agreed to secure all of its obligations under the Term Note by granting the Lender a first priority security interest in all of the Company’s assets, including the Company’s intellectual property and pledges of (i) one hundred percent (100%) of the Company’s equity interests in its domestic subsidiaries and (ii) sixty-five percent (65%) of the Company’s equity interests in its foreign subsidiaries.  In connection with the grant of the security interest in favor of the Lender in the Company’s intellectual property, the Company has entered into an intellectual property security agreement with the Lender and entered into a source code escrow agreement with the Lender and an independent third party.  In addition, the Company’s Chief Executive Officer has provided the Lender with a personal guaranty of up to $500,000 secured by his equity interests in the Company.
	The Amended Loan Agreement No. 2 contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes in its business.  In addition, the Amended Loan Agreement No. 2 contains financial covenants by the Company that establish (i) a month-end minimum consolidated cash balance of $1.0 million of which no less than $750,000 must be held in the Company’s main operating account that is subject to a deposit account control agreement; (ii) a minimum of $750,000 of consolidated cash at all times; (iii) a quick ratio covenant, which provides that on the last day of each fiscal quarter the ratio of the Company’s cash plus accounts receivable divided by accounts playable plus accrued expenses shall not be less than 2.7:1; and (iv) a covenant that provides that the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for Q3 and Q4 of fiscal 2014 shall not exceed a loss of $200,000 for each of those fiscal quarters and shall be greater than positive EBITDA of $100,000 for each subsequent fiscal quarter. The Amended Loan Agreement No. 2 also imposes limits on capital expenditures for each fiscal year during the term of the Amended Loan Agreement No. 2. As part of the Amended Loan Agreement No. 2 the Company, the Lender and First Republic Bank entered into a deposit account control agreement pursuant to which the Lender will perfect its security interest in the assets held in the Company’s main operating account at First Republic Bank.
	The Amended Loan Agreement No. 2 provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy.  Upon an event of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Amended Loan Agreement No. 2 will become immediately due and payable and the Lender commitment will be automatically terminated.  Upon the occurrence and continuation of any other event of default, the Lender may accelerate payment of all obligations and terminate the Lender’s commitments under the Amended Loan Agreement No. 2.

Stock_Purchase_Agreement

Stock Purchase Agreement	9 Months Ended
	Feb. 28, 2014
Stock Purchase Agreement	'
Stock Purchase Agreement Text Block	'
	G.
	Stock Purchase Agreement
	In June 2013, the Company purchased 170,000 shares of common stock from Greenleaf, The Ronda E. Stryker and William D. Johnston Foundation, and The L. Lee Stryker 1974 Irrevocable Trust fbo Ronda E. Stryker, for a purchase price of $62,900 or $0.37 per share as detailed in Note G to the consolidated financial statements as of May 31, 2013.  The agreement provides an option for the Company to either make an offer to purchase the remaining 101,411 shares held by Greenleaf at $0.37 per share or to provide Greenleaf with registration rights with respect to the remaining shares as set forth in the Registration Rights Agreement dated March 8, 2011. Greenleaf is under no obligation to accept the Company’s offer to purchase the remaining shares on the terms set forth above, however, if the offer is made by the Company and rejected, the Company will no longer be obligated to provide Greenleaf with registration rights with respect to the remaining shares. As part of the agreement, Greenleaf agreed not to sell or transfer the shares for a one year period from the transaction date.

CADRA_Sale

CADRA Sale	9 Months Ended
	Feb. 28, 2014
CADRA Sale:	'
CADRA Sale	'
	H.
	CADRA Sale
	On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluded cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services, to Mentor, pursuant to an Asset Purchase Agreement dated August 30, 2013.  The aggregate consideration for the CADRA Sale is up to $3.95 million, which is comprised of (i) $3.2 million, $2.88 million of which was paid on the closing date and $320,000 (representing a 10% holdback) of which will be paid on the one year anniversary of the closing date (subject to any indemnification claims), and (ii) earn-out payments of up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business (the “Earn-Out Payments”), subject to the terms of the Earn-Out Agreement dated August 30, 2013.
	The Company will continue to sell and support the CADRA technology throughout Europe (except Germany) and, for a one year period from the closing, will retain the rights to sell and support the technology to the largest U.S. CADRA user, Sikorsky Aircraft.
	The transaction generated a gain during the second quarter of fiscal 2014 which was composed of the following (000’s):
	Proceeds from the sale of the CADRA technology	$	3,200
	Liabilities assumed by Mentor related to deferred maintenance obligations		607
	Professional fees and other expenses related to the transaction		-448
	Goodwill allocated to the CADRA product line		-3,261
	Net book value of equipment transferred in the sale		-7
	Gain on sale of CADRA product line	$	91
	Any additional Earn-Out Payments received by the Company will be recorded during the periods in which Mentor reports amounts due under the Earn-Out Agreement so long as collectability has been determined. During the quarter ended February 28, 2014, the Company recorded a gain of $64,000 under the Earn-Out Agreement bringing the total gain through February 28, 2014 to approximately $155,000.

Subsequent_Events

Subsequent Events	9 Months Ended
	Feb. 28, 2014
Subsequent Events	'
Subsequent Events	'
	I.
	Subsequent Events
	The Company has evaluated all events and transactions that occurred after the balance sheet and through the date that the financial statements were available to be issued.

ACCOUNTING_POLICIES_Policies

ACCOUNTING POLICIES (Policies)	9 Months Ended
	Feb. 28, 2014
ACCOUNTING POLICIES	'
USE OF ESTIMATES	'
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates included in the financial statements pertain to revenue recognition, the allowance for doubtful accounts receivable, and the valuation of long term assets including goodwill, intangibles, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates.
REVENUE RECOGNITION	'
	REVENUE RECOGNITION
	The Company follows the provisions of the Accounting Standards Codification (“ASC”) 985, Software for transactions involving the licensing of software and software support services. Revenue from software license sales is recognized when persuasive evidence of an arrangement exists, delivery of the product has been made, and a fixed fee and collectability has been determined. The Company does not provide for a right of return. For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements, using the residual method set forth in ASC 985. Revenue from customer maintenance support agreements is deferred and recognized ratably over the term of the agreements, typically one year. Revenue from engineering, consulting and training services is recognized as those services are rendered using a proportional performance model.
	The Company follows the provisions of ASC 605, Revenue Recognition for transactions that do not involve the licensing of software or software support services as in the case of the recent sale of our patents. Revenue from the sale of patents is recorded when persuasive evidence of an arrangement exists, delivery has taken place and a fixed fee and collectability has been determined. These conditions are no different from those when we license software. For multiple element arrangements, however, under ASC 605, total fees are allocated to each of the elements based upon the relative selling price method. Under that method the allocation of fees to the undelivered elements is based on VSOE, or if it doesn’t exist, then based on third party evidence of selling price. If neither exists, then the allocation is based on management’s best estimate of the selling price.
SOFTWARE DEVELOPMENT COSTS	'
	SOFTWARE DEVELOPMENT COSTS
	The Company accounts for its software development costs in accordance with 985-20, Costs of Computer Software to Be Sold, Leased or Marketed.  Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product.  Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers.  Such costs are amortized using the straight-line method over the estimated economic life of the product, generally three years.  The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis.  Judgment is required in determining when technological feasibility of a product is established as well as its economic life.
	During the nine months ended February 28, 2014, the Company capitalized approximately $57,000 of software development costs related to new products.  The Company did not capitalize software development costs during the three months ended February 28, 2014.  During the three and nine months ended February 28, 2013, the Company capitalized approximately $49,000 and $207,000, respectively. Amortization expense related to capitalized software development costs for the three and nine months ending February 28, 2014 was approximately $23,000 and $71,000, respectively, as compared to approximately $20,000 and $48,000 for the comparable periods in the prior fiscal year.
DEBT ISSUANCE COSTS POLICY	'
	DEBT ISSUANCE COSTS
	The Company capitalizes the direct costs associated with entering into debt agreements and amortizes those costs over the life of the debt agreement.  The December 2013 refinancing was considered a modification per ASC 470-50, Debt Modifications and Extinguishment. The Company capitalized no additional costs in connection with the refinancing. The Company had approximately $238,000 in unamortized debt issuance costs remaining, relating to the old arrangement at the time of the transaction. The total debt issuance costs are being amortized over the term of the new arrangement in accordance with ASC 470-50. Unamortized debt issuance costs related to the Company’s previous debt agreement as of May 10, 2013 totaled approximately $108,000 and were expensed in Q4 of fiscal 2013. Amortization expense related to debt issuance costs for the three and nine months ending February 28, 2014 were approximately $22,000 and $81,000, respectively, as compared to approximately $29,000 and $88,000 for the comparable periods in the prior fiscal year.
ACCOUNTING FOR GOODWILL	'
	ACCOUNTING FOR GOODWILL
	The Company accounts for goodwill pursuant to the provisions of the ASC 350,  Intangibles – Goodwill and Other. This requires that goodwill be reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Additionally, existing goodwill and intangible assets must be assessed and classified within the statement’s criteria.
	The Company operates in a single reporting unit.  Goodwill has been allocated to the CADRA product line based upon the estimated fair value of the CADRA product line based on the transaction with Mentor as compared to the estimated fair value of the Company as a whole. Goodwill allocated to the CADRA product line included in the derivation of the gain on sale was approximately $3.2 million.
	As of May 31, 2013, the Company conducted its annual impairment test of goodwill by comparing the fair value of the reporting unit to the carrying amount of the underlying assets and liabilities of its single reporting unit. The Company determined that the fair value of the reporting unit exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date. The Company concluded that no facts or circumstances arose during the nine months ended February 28, 2014 to warrant an interim impairment test.
CAPITALIZED PATENT COSTS POLICY	'
	CAPITALIZED PATENT COSTS
	Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is finally rejected.  Patent costs are amortized over their estimated economic lives under the straight-line method, and are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through the estimated undiscounted future cash flows from the use of the associated patent. Capitalized patent costs for the three and nine month periods ending February 28, 2014 were approximately $2,000 and $4,000, respectively, as compared to $ - and $6,000, respectively, for the three and nine month periods ending February 28, 2013.
LONG-LIVED ASSETS	'
	LONG-LIVED ASSETS
	The Company periodically reviews the carrying value of all intangible and other long-lived assets. If indicators of impairment exist, the Company compares the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If the carrying value of the asset is greater than the estimated undiscounted cash flows, the carrying value of the assets would be decreased to their fair value through a charge to operations. As of February 28, 2014, the Company does not have any long-lived assets it considers to be impaired.
STOCK-BASED COMPENSATION POLICY	'
	STOCK BASED COMPENSATION
	Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award. The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.
	In May 2011, the 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the Company’s shareholders, pursuant to which 150,000 shares of our common shares were reserved for issuance. Additionally, any future shares subject to any award under the 2011 Plan that expire, is terminated unexercised or is forfeited will be available for grant under the 2011 Plan. The Company may grant stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture under the 2011 Plan. As of February 28, 2014, 9,306 options were awarded and outstanding under the 2011 Plan.
	The following table summarizes option activity under the 2011 Plan:
				Weighted		Weighted-
				Average		Average
		Number of		Exercise Price		Remaining		Aggregate
		Options		Per Share		Life (in years)		Intrinsic Value
	Outstanding options at May 31, 2012	10,000	$	2.4		9.02	$	-
	Granted	-		-		-		-
	Exercised	-		-		-		-
	Forfeited or expired	-		-		-		-
	Outstanding options at May 31, 2013	10,000		2.4		8.02		-
	Granted	-		-		-		-
	Exercised	-		-		-		-
	Forfeited or expired	694		2.4		-		-
	Outstanding options at February 28, 2014	9,306	$	2.4		4	$	-
	Exercisable at February 28, 2014	8,750	$	2.4		3.77	$	-
	The Company determined the volatility for options granted using the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method as prescribed in ASC 718 Compensation, Stock Compensation. The expected life represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.
REEDEMABLE COMMON STOCK	'
	REDEEMABLE COMMON STOCK
	During the year ending May 31, 2013, the Company issued 50,000 shares of common stock, $.10 par value (the “Common Stock”) at a purchase price of $5.00 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions for total proceeds of $250,000. These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each of the respective Investors. In lieu of registration rights, each $25,000 investment entitles the Investors to a fee of $6,000 (the “Fee”) to be paid in six equal quarterly installments during the eighteen month period (the “Payment Period”) following the investment.  The Agreement also provides the Investors with the right to require the Company to redeem the Common Stock held by such Investors (the “Put Option”) for $5.50 per share in cash for a 30 day period following the Payment Period.
	The Company first assessed the redeemable Common Stock to determine if the instrument should be accounted for as a liability in accordance with ASC 480. In that the Put Option is optionally redeemable by the holder, the Common Stock was not required to be accounted for as a liability. Next, the Company assessed the Put Option within the redeemable Common Stock as a potential embedded derivative pursuant to the provisions of ASC 815, Derivatives and Hedging, and concluded that the Put Option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the Common Stock issued pursuant to the Agreement in accordance with ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity. The 50,000 shares of Common Stock issued pursuant to the Agreement were recorded as redeemable common stock at an initial carrying value of $163,000. This amount is equal to the gross proceeds of $250,000, less $27,000 in issuance costs related to legal fees and the $60,000 Fee, which has been included in other liabilities. The Company elected to record the Common Stock at its redemption value of $275,000 immediately and accordingly recorded accretion of $112,000 to additional paid in capital during fiscal year 2013.
FOREIGN CURRENCY TRANSLATION	'
	FOREIGN CURRENCY TRANSLATION
	The functional currency of the Company’s foreign operations (Germany and Italy) is the Euro. As a result, assets and liabilities are translated at period-end exchange rates and revenues and expenses are translated at the average exchange rates. Adjustments resulting from translation of such financial statements are classified in accumulated other comprehensive income (loss). Foreign currency gains and losses arising from transactions were included in the statements of operations. For the three and nine month periods ended February 28, 2014, the Company recorded a net gain from foreign currency related transactions of approximately $6,000, and $28,000, respectively, as compared to approximately $- and $11,000 for the comparable periods in the prior fiscal year, to Other (income) expense in the Consolidated Condensed Statements of Operations.
INCOME TAXES Policy	'
	INCOME TAXES
	The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.
NET INCOME (LOSS) PER COMMON SHARE POLICY	'
	NET INCOME (LOSS) PER COMMON SHARE
	Basic and diluted net income (loss) per share are computed by dividing the net income (loss) by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income (loss) by the weighted-average number of common and equivalent dilutive common shares outstanding.  For periods in which losses are reported potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share because the effect is antidilutive.
	The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
			For the Three Months Ended
			February 28,		February 28,
			2014		2013
			(amounts in thousands)
	Net loss available to common shareholders	$	-275	$	-14
	Weighted average number of common shares outstanding used in calculation of basic earnings per share		875,135		1,039,302
	Incremental shares from the assumed exercise of
	dilutive stock options		-		-
	Weighted average number of common shares
	outstanding used in calculating diluted earnings
	per share		875,135		1,039,302
			For the Nine months Ended
			February 28,		February 28,
			2014		2013
			(amounts in thousands)
	Net income (loss) available to common shareholders	$	-585	$	411
	Weighted average number of common shares outstanding used in calculation of basic earnings per share		883,853		1,009,567
	Incremental shares from the assumed exercise of dilutive stock options		-		1,275
	Weighted average number of common shares
	outstanding used in calculating diluted earnings
	per share		883,853		1,010,842
	For the three and nine month periods ended February 28, 2014, 9,306 options to purchase common shares were anti-dilutive and were excluded from the above calculation. For the three months ended February 28, 2013, 10,000 options to purchase common shares were anti-dilutive and were excluded from the above calculation and for the nine month periods ended February 28, 2013, all options were included in the above calculation.
FAIR VALUE OF FINANCIAL INSTRUMENTS	'
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable and notes payable. The estimated fair values have been determined through information obtained from market sources and management estimates.  The estimated fair value of certain financial instruments including cash equivalents, accounts receivable and account payable, approximate the carrying value due to their short-term maturity.

Summarizes_option_activity_Tab

Summarizes option activity (Tables)	9 Months Ended
	Feb. 28, 2014
Summarizes option activity	'
Summarizes option activity	'
	The following table summarizes option activity under the 2011 Plan:
				Weighted	Weighted-
				Average	Average
		Number of		Exercise Price	Remaining		Aggregate
		Options		Per Share	Life (in years)		Intrinsic Value
	Outstanding options at May 31, 2012	10,000	$	2.4	9.02	$	-
	Granted	-		-	-		-
	Exercised	-		-	-		-
	Forfeited or expired	-		-	-		-
	Outstanding options at May 31, 2013	10,000		2.4	8.02		-
	Granted	-		-	-		-
	Exercised	-		-	-		-
	Forfeited or expired	694		2.4	-		-
	Outstanding options at February 28, 2014	9,306	$	2.4	4	$	-
	Exercisable at February 28, 2014	8,750	$	2.4	3.77	$	-

Calculation_of_basic_and_dilut

Calculation of basic and diluted net income for each period (Tables)	9 Months Ended
	Feb. 28, 2014
Calculation of basic and diluted net income for each period (Tables):	'
Calculation of basic and diluted net income for each period	'
	The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income (loss) for each period:
			For the Three Months Ended
			February 28,		February 28,
			2014		2013
			(amounts in thousands)
	Net loss available to common shareholders	$	-275	$	-14
	Weighted average number of common shares outstanding used in calculation of basic earnings per share		875,135		1,039,302
	Incremental shares from the assumed exercise of
	dilutive stock options		-		-
	Weighted average number of common shares
	outstanding used in calculating diluted earnings
	per share		875,135		1,039,302
			For the Nine months Ended
			February 28,		February 28,
			2014		2013
			(amounts in thousands)
	Net income (loss) available to common shareholders	$	-585	$	411
	Weighted average number of common shares outstanding used in calculation of basic earnings per share		883,853		1,009,567
	Incremental shares from the assumed exercise of dilutive stock options		-		1,275
	Weighted average number of common shares
	outstanding used in calculating diluted earnings
	per share		883,853		1,010,842

Segment_Reporting_Information_

Segment Reporting Information (Tables)	9 Months Ended
	Feb. 28, 2014
Segment Reporting Information	'
Segment Reporting Information	'
	Components of revenue and long-lived assets (consisting primarily of intangible assets, capitalized software and property, plant and equipment) by geographic location, are as follows (in thousands):
			Three Month Periods Ended
	Revenue:		28-Feb-14		28-Feb-13
	North America	$	1,077	$	1,148
	Europe		318		358
	Asia		-		157
	Eliminations		-53		-204
	Consolidated Total	$	1,342	$	1,459
	Nine Month Periods Ended
	Revenue:		28-Feb-14		28-Feb-13
	North America	$	3,335	$	3,561
	Europe		922		1,293
	Asia		493		444
	Eliminations		-619		-498
	Consolidated Total	$	4,131	$	4,800
	Long Lived Assets:		As of February 28,		As of May 31,
			2014		2013
	North America	$	1,989	$	5,119
	Europe		43		113
	Consolidated Total	$	2,032	$	5,232

Transaction_Generated_a_Gain_D

Transaction Generated a Gain During Current Quarter (Tables)	9 Months Ended
	Feb. 28, 2014
Transaction Generated a Gain During Current Quarter	'
Transaction Generated a Gain During Current Quarter	'
	The transaction generated a gain during the second quarter of fiscal 2014 which was composed of the following (000’s):
	Proceeds from the sale of the CADRA technology	$	3,200
	Liabilities assumed by Mentor related to deferred maintenance obligations		607
	Professional fees and other expenses related to the transaction		-448
	Goodwill allocated to the CADRA product line		-3,261
	Net book value of equipment transferred in the sale		-7
	Gain on sale of CADRA product line	$	91

SOFTWARE_DEVELOPMENT_COSTS_Det

SOFTWARE DEVELOPMENT COSTS (Details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
SOFTWARE DEVELOPMENT COSTS DURING:	'	'	'	'
Capitalized approximately	$0	$49,000	$57,000	$207,000
Amortization expense related to capitalized software development costs	$23,000	$20,000	$71,000	$48,000

DEBT_ISSUANCE_COSTS_Details

DEBT ISSUANCE COSTS (Details) (USD $)	3 Months Ended	9 Months Ended
	Feb. 28, 2014	Feb. 28, 2014	10-May-13
DEBT ISSUANCE COSTS DURING THE PERIOD:	'	'	'
Direct costs incurred in establishing debt agreement	'	'	$238,000
Unamortized debt issuance costs	'	'	108,000
Amortization expense related to debt issuance costs	$22,000	$81,000	'

CAPITALIZED_PATENT_COSTS_AS_FO

CAPITALIZED PATENT COSTS AS FOLLOWS (Details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
CAPITALIZED PATENT COSTS AS FOLLOWS:	'	'	'	'
Capitalized patent costs totaled	$2,000	$0	$4,000	$6,000

Stock_based_compensation_Issua

Stock based compensation Issuance (details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	31-May-11
Stock based compensation Issuance	'	'	'	'	'
As per equity incentive plan company reserved common shares for issuance	'	'	'	'	150,000
Options were awarded and outstanding under the 2011 Plan.	9,306	'	9,306	'	'
Expensed approximately of stock-based compensation	$2,000	$2,000	$6,000	$6,000	'

Summarizes_option_activity_und

Summarizes option activity under the 2011 Plan (Details)	Number of Options	Weighted Average Exercise Price Per Share	Weighted-Average Remaining Life (in years)	Aggregate Intrinsic Value
Outstanding options at May. 31, 2012	10,000	2.4	9.02	0
Granted	0	0	0	0
Exercised	0	0	0	0
Forfeited or expired	0	0	0	0
Outstanding options at May. 31, 2013	10,000	2.4	8.02	0
Granted	0	0	0	0
Exercised	0	0	0	0
Forfeited or expired	0	0	0	0
Exercisable at Feb. 28, 2014	8,750	2.4	3.77	0
Outstanding options at Feb. 28, 2014	9,306	2.4	4	0

REEDEMABLE_COMMON_STOCK_Detail

REEDEMABLE COMMON STOCK (Details) (USD $)	Feb. 28, 2014
Reedemable common stock	'
Company issued common stock shares	50,000
Par value of the share	$0.10
Purchase price of the share	$5
Private placement transactions for total proceeds	$250,000
company investment	25,000
Investors fee	6,000
Redemption price of the Common Stock per share (Put option)	$5.50
Redeemable common Stock initial carrying value	163,000
Amount equal to gross proceeds	250,000
Issuance cost related legal fee	27,000
Fee included in other liabilities	60,000
Common Stock recorded at its redemption value	275,000
Recorded accretion to additional paid in capital	$112,000

FOREIGN_CURRENCY_TRANSLATION_T

FOREIGN CURRENCY TRANSLATION TRANSACTIONS (Details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
FOREIGN CURRENCY TRANSLATION TRANSACTIONS:	'	'	'	'
Net gain from foreign currency related transactions	$6,000	$0	$28,000	$11,000

NET_INCOME_PER_COMMON_SHARE_De

NET INCOME PER COMMON SHARE (Details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
Calculation of basic and diluted net income:	'	'	'	'
Net income (loss) available to common shareholders	($275)	($14)	($585)	$411
Weighted average number of common shares outstanding used in calculating basic earnings per share	875,135	1,039,302	883,853	1,009,567
Incremental shares from the assumed exercise of dilutive stock options	'	'	'	$1,275
Weighted average number of common shares outstanding used in calculating diluted earnings per share	875,135	1,039,302	883,853	1,010,842

SEGMENT_INFORMATION_Details

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	31-May-13
SEGMENT INFORMATION AS FOLLOWS:	'	'	'	'	'
North America Revenue	$1,077	$1,148	$3,335	$3,561	'
Europe Revenue	318	358	922	1,293	'
Asia Revenue	'	157	493	444	'
Eliminations Revenue	-53	-204	-619	-498	'
Consolidated Revenue Total	1,342	1,459	4,131	4,800	'
Long-Lived Assets:	'	'	'	'	'
North America Assets	1,989	'	1,989	'	5,119
Europe Assets	43	'	43	'	113
Consolidated Assets Total	$2,032	'	$2,032	'	$5,232

Notes_Receivables_details

Notes Receivables (details) (USD $)	31-May-98
Notes Receivables details	'
Non interest bearing note extended by CEO related to a stock transaction	$134,000

Patents_Sales_Transactions_DET

Patents Sales Transactions (DETAILS) (USD $)	Feb. 28, 2014	Sep. 30, 2012
Patents Sales Transactions	'	'
Non-refundable initial royalty payment made	$200,000	'
Patents purchased	290,000	'
Support services payment	10,000	'
Share of royalties payable	30.00%	'
Increase in the limit of initial payment	'	$100,000

PRIDES_CROSSING_CAPITAL_DETAIL

PRIDES CROSSING CAPITAL (DETAILS) (USD $)	Feb. 28, 2014	Dec. 31, 2013
PRIDES CROSSING CAPITAL	'	'
Loan Agreement with Prides Crossing Capital L.P. and Prides Crossing Capital -A, L.P.	$2,700,000	'
Loan matures on May1, 2016 and bears an interest rate of	14.00%	'
Quarterly principal payments	135,000	'
Security offered in company's equity interests in its domestic subsidiaries	100.00%	'
Security offered in company's equity interests in its foreign subsidiaries	65.00%	'
Personal guarantee offered by CEO upto	500,000	'
Repurchase of shares as per the amended agreement	170,000	'
Warrants issued to the lender	25,000	'
Exercise price per share	$1	'
Warrants vesting period	3	'
Grant date fair value of the warrant of approximately	51,000	'
Accretion during recorded as interest expense	4,000	'
Warrant was adjusted to its fair value	45,000	'
Other income recorded during the period	6,000	'
Paid a pre-payment penalty	'	$81,000
Agreed to repurchase the outstanding warrant to purchase shares of common stock	'	25,000
Shares of common stock at an exercise price	'	$1

Stock_Purchase_Agreement_DETAI

Stock Purchase Agreement (DETAILS) (USD $)	Feb. 28, 2014
Stock Purchase Agreement:	'
Company purchased common stock from Greenleaf Capital Inc,	170,000
Purchase price (total)	$62,900
Purchase price per share	$0.37
Option to purchase remainig shares as per stock purchase agreement	101,411
Price per share within one year of the date of agreement	$0.37

Recovered_Sheet1

Transaction generated a gain during as Follows (DETAILS) (USD $)	3 Months Ended
	Feb. 28, 2014
Transaction generated a gain during as Follows:	'
Proceeds from the sale of the CADRA technology	$3,200
Liabilities assumed by Mentor related to deferred maintenance obligations	607
Professional fees and other expenses related to the transaction	-448
Goodwill allocated to the CADRA product line	-3,261
Net book value of equipment transferred in the sale	-7
Gain on sale of CADRA product line	$91