TSR (TSRI) 10-Q 13 Apr 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 29, 2020	Mar. 31, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	TSR INC
Entity Central Index Key	0000098338
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Document Type	10-Q
Document Period End Date	Feb. 29, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		1,962,062
Entity Filer Number	0-8656
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Feb. 29, 2020	May 31, 2019
Current Assets:
Cash and cash equivalents	$ 3,473,282	$ 3,694,989
Certificates of deposit and marketable securities	44,416	527,232
Accounts receivable, net of allowance for doubtful accounts of $181,000	6,817,940	7,443,581
Other receivables	8,877	5,321
Prepaid expenses	254,911	118,482
Prepaid and recoverable income taxes		52,385
Total Current Assets	10,599,426	11,841,990
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $273,444 and $268,886	13,433	6,502
Other assets	49,653	49,653
Right-of-use asset	431,054
Deferred income taxes	1,249,000	636,000
Total Assets	12,342,566	12,534,145
Current Liabilities:
Accounts and other payables	406,333	574,540
Accrued expenses and other current liabilities	3,159,667	3,852,568
Advances from customers	1,229,035	1,190,014
Revolving line of credit	940,304
Operating lease liability - current	206,380
Total Current Liabilities	5,941,719	5,617,122
Legal settlement payable	818,000
Operating lease liability, net of current portion	228,192
Total Liabilities	6,987,911	5,617,122
Commitments and contingencies
TSR, Inc.:
Preferred stock, value
Common stock, $.01 par value, authorized 12,500,000 shares; issued 3,114,163 shares, 1,962,062 outstanding	31,142	31,142
Additional paid-in capital	5,102,868	5,102,868
Retained earnings	13,721,620	15,268,224
Shareholder's equity before treasury stock	18,855,630	20,402,234
Less: Treasury stock, 1,152,101 shares, at cost	13,514,003	13,514,003
Total TSR, Inc. Equity	5,341,627	6,888,231
Noncontrolling interest	13,028	28,792
Total Equity	5,354,655	6,917,023
Total Liabilities and Equity	12,342,566	12,534,145
Class A Preferred Stock
TSR, Inc.:
Preferred stock, value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Feb. 29, 2020	May 31, 2019
Allowance for doubtful accounts related to accounts receivable	$ 181,000	$ 181,000
Equipment and leasehold improvements, net of accumulated depreciation and amortization	$ 273,444	$ 268,886
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares issued	3,114,163	3,114,163
Common stock, shares outstanding	1,962,062	1,962,062
Treasury stock, shares	1,152,101	1,152,101
Class A Preferred Stock
Preferred stock, shares authorized	30,000	0
Preferred stock, shares issued

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Income Statement [Abstract]
Revenue, net	$ 14,144,569	$ 14,782,706	$ 44,325,000	$ 47,765,983
Cost of sales	12,124,514	12,651,580	37,579,651	40,280,006
Selling, general and administrative expenses	3,270,723	3,046,720	8,845,716	8,449,495
Total cost and expenses	15,395,237	15,698,300	46,425,367	48,729,501
Loss from operations	(1,250,668)	(915,594)	(2,100,367)	(963,518)
Other income (expense):
Interest income and expense, net	(41,301)	5,096	(33,394)	14,671
Loss on sale of fixed asset		(2,882)		(2,882)
Unrealized gain (loss) on marketable securities, net	(2,024)	2,920	9,184	(1,792)
Loss before income taxes	(1,293,993)	(910,460)	(2,124,577)	(953,521)
Benefit from income taxes	(352,000)	(235,000)	(591,000)	(247,000)
Consolidated net loss	(941,993)	(675,460)	(1,533,577)	(706,521)
Less: Net income attributable to noncontrolling interest	3,109	774	13,027	28,659
Net loss attributable to TSR, Inc.	$ (945,102)	$ (676,234)	$ (1,546,604)	$ (735,180)
Basic and diluted net loss per TSR, Inc. common share	$ (0.48)	$ (0.34)	$ (0.79)	$ (0.37)
Basic and diluted weighted average number of common shares outstanding	1,962,062	1,962,062	1,962,062	1,962,062

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Equity (Unaudited) - USD ($)	Common stock	Additional paid-in capital	Retained earnings	Treasury stock	TSR, Inc. equity	Non-controlling interest	Total
Balance at May. 31, 2018	$ 31,142	$ 5,102,868	$ 16,604,219	$ (13,514,003)	$ 8,224,226	$ 44,552	$ 8,268,778
Balance, shares at May. 31, 2018	3,114,163
Net income attributable to noncontrolling interest						18,241	18,241
Distribution to noncontrolling interest						(43,700)	(43,700)
Net income loss attributable to TSR, Inc.			37,795		37,795		37,795
Balance at Aug. 31, 2018	$ 31,142	5,102,868	16,642,014	(13,514,003)	8,262,021	19,093	8,281,114
Balance, shares at Aug. 31, 2018	3,114,163
Balance at May. 31, 2018	$ 31,142	5,102,868	16,604,219	(13,514,003)	8,224,226	44,552	8,268,778
Balance, shares at May. 31, 2018	3,114,163
Net income attributable to noncontrolling interest							28,659
Net income loss attributable to TSR, Inc.							(735,180)
Balance at Feb. 28, 2019	$ 31,142	5,102,868	15,869,039	(13,514,003)	7,489,046	20,511	7,509,557
Balance, shares at Feb. 28, 2019	3,114,163
Balance at Aug. 31, 2018	$ 31,142	5,102,868	16,642,014	(13,514,003)	8,262,021	19,093	8,281,114
Balance, shares at Aug. 31, 2018	3,114,163
Net income attributable to noncontrolling interest						9,644	9,644
Distribution to noncontrolling interest						(4,500)	(4,500)
Net income loss attributable to TSR, Inc.			(96,741)		(96,741)		(96,741)
Balance at Nov. 30, 2018	$ 31,142	5,102,868	16,545,273	(13,514,003)	8,165,280	24,237	8,189,517
Balance, shares at Nov. 30, 2018	3,114,163
Net income attributable to noncontrolling interest						774	774
Distribution to noncontrolling interest						(4,500)	(4,500)
Net income loss attributable to TSR, Inc.			(676,234)		(676,234)		(676,234)
Balance at Feb. 28, 2019	$ 31,142	5,102,868	15,869,039	(13,514,003)	7,489,046	20,511	7,509,557
Balance, shares at Feb. 28, 2019	3,114,163
Balance at May. 31, 2019	$ 31,142	5,102,868	15,268,224	(13,514,003)	6,888,231	28,792	6,917,023
Balance, shares at May. 31, 2019	3,114,163
Net income attributable to noncontrolling interest						3,672	3,672
Net income loss attributable to TSR, Inc.			(663,014)		(663,014)		(663,014)
Balance at Aug. 31, 2019	$ 31,142	5,102,868	14,605,210	(13,514,003)	6,225,217	32,464	6,257,681
Balance, shares at Aug. 31, 2019	3,114,163
Balance at May. 31, 2019	$ 31,142	5,102,868	15,268,224	(13,514,003)	6,888,231	28,792	6,917,023
Balance, shares at May. 31, 2019	3,114,163
Net income attributable to noncontrolling interest							13,027
Net income loss attributable to TSR, Inc.							(1,546,604)
Balance at Feb. 29, 2020	$ 31,142	5,102,868	13,721,620	(13,514,003)	5,341,627	13,028	5,354,655
Balance, shares at Feb. 29, 2020	3,114,163
Balance at Aug. 31, 2019	$ 31,142	5,102,868	14,605,210	(13,514,003)	6,225,217	32,464	6,257,681
Balance, shares at Aug. 31, 2019	3,114,163
Net income attributable to noncontrolling interest						6,246	6,246
Distribution to noncontrolling interest						(11,000)	(11,000)
Net income loss attributable to TSR, Inc.			61,512		61,512		61,512
Balance at Nov. 30, 2019	$ 31,142	5,102,868	14,666,722	(13,514,003)	6,286,729	27,710	6,314,439
Balance, shares at Nov. 30, 2019	3,114,163
Net income attributable to noncontrolling interest						3,109	3,109
Distribution to noncontrolling interest						(17,791)	(17,791)
Net income loss attributable to TSR, Inc.			(945,102)		(945,102)		(945,102)
Balance at Feb. 29, 2020	$ 31,142	$ 5,102,868	$ 13,721,620	$ (13,514,003)	$ 5,341,627	$ 13,028	$ 5,354,655
Balance, shares at Feb. 29, 2020	3,114,163

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Equity (Parenthetical) - shares	Feb. 29, 2020	May 31, 2019
Statement of Stockholders' Equity [Abstract]
Common stock, shares issued	3,114,163	3,114,163
Treasury stock, shares	1,152,101	1,152,101
Common stock, shares outstanding	1,962,062	1,962,062

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Cash flows from operating activities:
Consolidated net loss	$ (1,533,577)	$ (706,521)
Adjustments to reconcile consolidated net loss to net cash used in operating activities:
Depreciation and amortization	4,558	9,288
Unrealized (gain) loss on marketable securities, net	(9,184)	1,792
Loss on sale of fixed asset		2,882
Deferred income taxes	(613,000)	(260,000)
Non-cash lease expense	3,518
Changes in operating assets and liabilities:
Accounts receivable	625,641	275,390
Other receivables	(3,556)	(2,334)
Prepaid expenses	(136,429)	(67,974)
Prepaid and recoverable income taxes	52,385	(19,605)
Accounts and other payables and accrued expenses and other current liabilities	(861,108)	(415,629)
Advances from customers	39,021	16,373
Legal settlement payable	818,000
Net used in operating activities	(1,613,731)	(1,166,338)
Cash flows from investing activities:
Proceeds from maturities of marketable securities	492,000	740,000
Purchases of marketable securities		(739,000)
Proceeds from sale of fixed asset		10,000
Purchases of equipment and leasehold improvements	(11,489)	(3,244)
Net cash provided by investing activities	480,511	7,756
Cash flows from financing activities:
Net drawings on line of credit	940,304
Distribution to noncontrolling interest	(28,791)	(52,700)
Net cash provided by (used in) financing activities	911,513	(52,700)
Net decrease in cash and cash equivalents	(221,707)	(1,211,282)
Cash and cash equivalents at beginning of period	3,694,989	5,323,437
Cash and cash equivalents at end of period	3,473,282	4,112,155
Supplemental disclosures of cash flow data:
Income taxes paid	$ 18,000	$ 37,000

Basis of Presentation

Basis of Presentation	9 Months Ended
	Feb. 29, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	1. Basis of Presentation The accompanying condensed consolidated interim financial statements include the accounts of TSR, Inc. and its subsidiaries (the "Company"). All significant inter-company balances and transactions have been eliminated in consolidation. The condensed balance sheet as of May 31, 2019, which has been derived from audited financial statements, and the unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applying to interim financial information and with the instructions to Form 10-Q of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures required by accounting principles generally accepted in the United States of America and normally included in the Company's annual financial statements have been condensed or omitted. These condensed consolidated interim financial statements as of and for the three months and nine months ended February 29, 2020 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending May 31, 2020. These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended May 31, 2019.

Net Loss Per Common Share

Net Loss Per Common Share	9 Months Ended
	Feb. 29, 2020
Earnings Per Share [Abstract]
Net Loss Per Common Share	2. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders of TSR, Inc. by the weighted average number of common shares outstanding. The Company had no stock options or other common stock equivalents outstanding during any of the periods presented.

Cash and Cash Equivalents

Cash and Cash Equivalents	9 Months Ended
	Feb. 29, 2020
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	3. Cash and Cash Equivalents The Company considers short-term highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were comprised of the following as of February 29, 2020 and May 31, 2019: February 29, May 31, Cash in banks $ 3,171,564 $ 3,072,218 Money market funds 301,718 622,771 $ 3,473,282 $ 3,694,989

Revenue Recognition

Revenue Recognition	9 Months Ended
	Feb. 29, 2020
Revenue Recognition [Abstract]
Revenue Recognition	4. Revenue Recognition Effective June 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-08, Principal versus Agent Consideration In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients Revenues are recognized as control of the promised service is transferred to customers, in an amount that reflects the consideration expected in exchange for the services. Revenues from contract assignments are recognized over time, based on hours worked by the Company's contract professionals. The performance of the requested service over time is the single performance obligation for assignment revenues. Certain customers may receive discounts (e.g., volume discounts, rebates, prompt-pay discounts) and adjustments to the amounts billed. These discounts, rebates and adjustments are considered variable consideration. Volume discounts are the largest component of variable consideration and are estimated using the most likely amount method prescribed by ASC 606, contracts terms and estimates of revenue. Revenues are recognized net of variable consideration to the extent that it is probable that a significant reversal of revenues will not occur in subsequent periods. Payment terms vary and the time between invoicing and when payment is due is not significant. There are no financing components to the Company's arrangements. There are no incremental costs to obtain contracts and costs to fulfill contracts are expensed as incurred. The Company's operations are primarily located in the United States. The Company recognizes most of its revenue on a gross basis when it acts as a principal in its transactions. The Company has direct contractual relationships with its customers, bears the risks and rewards of its arrangements, has the discretion to select the contract professionals and establish the price for the services to be provided. Additionally, the Company retains control over its contract professionals based on its contractual arrangements. The Company primarily provides services through its employees and to a lesser extent, through subcontractors; the related costs are included in cost of sales. The Company includes billable expenses (out-of-pocket reimbursable expenses) in revenue and the associated expenses are included in cost of sales.

Certificates of Deposit and Mar

Certificates of Deposit and Marketable Securities	9 Months Ended
	Feb. 29, 2020
Investments, Debt and Equity Securities [Abstract]
Certificates of Deposit and Marketable Securities	5. Certificates of Deposit and Marketable Securities The Company has characterized its investments in certificates of deposit and marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Investments recorded in the accompanying condensed consolidated balance sheets are categorized based on the inputs to valuation techniques as follows: Level 1- These are investments where values are based on unadjusted quoted prices for identical assets in an active market the Company has the ability to access. Level 2- These are investments where values are based on quoted market prices that are not active or model derived valuations in which all significant inputs are observable in active markets. Level 3- These are investments where values are derived from techniques in which one or more significant inputs are unobservable. The following are the major categories of assets measured at fair value on a recurring basis as of February 29, 2020 and May 31, 2019 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3): February 29, 2020 Level 1 Level 2 Level 3 Total Equity Securities $ 44,416 $ - $ - $ 44,416 $ 44,416 $ - $ - $ 44,416 May 31, 2019 Level 1 Level 2 Level 3 Total Certificates of Deposit $ - $ 492,000 $ - $ 492,000 Equity Securities 35,232 - - 35,232 $ 35,232 $ 492,000 $ - $ 527,232 Based upon the Company's intent and ability to hold its certificates of deposit to maturity (which maturities range up to twelve months at purchase), such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates market value. The Company's equity securities are classified as trading securities, which are carried at fair value, as determined by quoted market prices, which is a Level 1 input, as established by the fair value hierarchy. The related unrealized gains and losses are included in earnings. The Company's certificates of deposit and marketable securities at February 29, 2020 and May 31, 2019 are summarized as follows: February 29, 2020 Amortized Gross Gross Recorded Current Equity Securities $ 16,866 $ 27,550 $ - $ 44,416 $ 16,866 $ 27,550 $ - $ 44,416 May 31, 2019 Amortized Gross Gross Recorded Current Certificates of Deposit $ 492,000 $ - $ - $ 492,000 Equity Securities 16,866 18,366 - 35,232 $ 508,866 $ 18,366 $ - $ 527,232 The Company's investments in marketable securities consist primarily of investments in certificates of deposit and equity securities. Market values were determined for each individual security in the investment portfolio. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Company's ability and intent to hold the investment for a period of time, which may be sufficient for anticipated recovery in market values.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Feb. 29, 2020
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	6. Fair Value of Financial Instruments ASC Topic 825, Financial Instruments

Equity

Equity	9 Months Ended
	Feb. 29, 2020
Equity [Abstract]
Equity	7. Equity Common Stock Transactions On July 24, 2018, the Company became aware that Joseph F. Hughes and Winifred Hughes filed Amendments to Schedule 13D (the "Schedules 13D") with the United States Securities and Exchange Commission (the "SEC") on that date, in which Joseph F. Hughes and Winifred Hughes disclosed that they had collectively sold 819,491 shares of the Company's Common Stock jointly held by them in a privately-negotiated transaction to Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC. The Schedules 13D stated that the sale closed on July 23, 2018. Joseph F. Hughes was the former Chairman and Chief Executive Officer of the Company. Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC acquired, in the aggregate, 41.8% of the Company's issued and outstanding Common Stock from Joseph F. Hughes and Winifred Hughes in this transaction. Amendments to Schedule 13D previously filed by Joseph F. Hughes and Winifred Hughes on July 17, 2018 attached an exhibit wherein it was stated that prior to the transaction described above, Zeff Capital, L.P. owned 77,615 shares or approximately 4% of the Company's issued and outstanding Common Stock. The Company became aware on July 30, 2018 that Fintech Consulting LLC and Tajuddin Haslani filed a Schedule 13D with the SEC disclosing beneficial ownership of 376,100 shares of Common Stock, which represents approximately 19.2% of the Company's issued and outstanding Common Stock. The Company became aware on August 23, 2018 that Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff filed an Amendment to Schedule 13D with the SEC disclosing the additional purchase by Zeff Capital, L.P. of an aggregate of 55,680 shares of Common Stock. As a result of these additional purchases of Common Stock, Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff beneficially own a total of 437,774 shares of Common Stock, which represents approximately 22.3% of the Company's issued and outstanding Common Stock. The Company became aware on August 28, 2018 that QAR Industries, Inc. and Robert Fitzgerald filed an Amendment to Schedule 13D with the SEC disclosing the additional purchase by QAR Industries, Inc. of an aggregate of 4,070 shares of Common Stock. As a result of these additional purchases of Common Stock, QAR Industries, Inc. and Robert Fitzgerald beneficially own a total of 143,900 shares of Common Stock, which represents approximately 7.3% of the Company's issued and outstanding Common Stock. The Company became aware on September 10, 2019 that QAR Industries, Inc. and Robert Fitzgerald filed an Amendment to Schedule 13D with the SEC disclosing beneficial ownership of an aggregate of 139,200 shares of Common Stock, which represents approximately 7.1% of the Company's issued and outstanding Common Stock. As a result of the transactions described above, Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC are the beneficial owners of an aggregate of 953,074 shares of Common Stock, which represents approximately 48.6% of the Company's issued and outstanding Common Stock. Rights Plan / Preferred Stock On August 29, 2018, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a "Right") for each share of Common Stock, par value $0.01 per share ("Common Stock"), of the Company outstanding on August 29, 2018 (the "Record Date") to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the "Rights Agreement"), dated as of August 29, 2018, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Class A Preferred Stock, Series One, par value $0.01 per share ("Preferred Stock"), of the Company at a price of $24.78 per one one-hundredth of a share of Preferred Stock represented by a Right (the "Purchase Price"), subject to adjustment. On August 30, 2019, the Company entered into a settlement and release agreement (the "Settlement Agreement") with Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC and Tajuddin Haslani (collectively, the "Investor Parties"), pursuant to which the Company agreed to, among other things, amend and restate the Rights Agreement to provide that a "Distribution Date" (as defined below) shall not occur as a result of any request by any of the Investor Parties calling for a special meeting pursuant to Article II, Section 5 of the Amended and Restated By-Laws of the Company in accordance with the terms of the Settlement Agreement. (See Note 8, "Other Matters.") Distribution Date; Exercisability; Expiration Initially, the Rights will be attached to all certificates for shares of Common Stock and no separate certificates evidencing the Rights ("Rights Certificates") will be issued. Until the Distribution Date, the Rights will be transferred with and only with shares of Common Stock. As long as the Rights are attached to the shares of Common Stock, the Company will issue one Right with each new share of Common Stock so that all such shares of Common Stock will have Rights attached. The Rights will separate and begin trading separately from the Common Stock, and Rights Certificates will be issued to evidence the Rights, on the earlier to occur of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth day following a public announcement, or the public disclosure of facts indicating, that a Person (as such term is defined in the Rights Agreement), group of affiliated or associated Persons or any other Person with whom such Person is Acting in Concert (as defined below) has acquired Beneficial Ownership (as defined below) of 5% or more of the outstanding Common Stock (an "Acquiring Person") (or, in the event an exchange is effected in accordance with Section 27 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) or (b) the Close of Business on the tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership by a Person or group of 5% or more of the outstanding Common Stock (the earlier of such dates, the "Distribution Date"). As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry or other uncertificated form, the Company will prepare and cause the Right Certificates to be sent to each record holder of Common Stock as of the Close of Business on the Distribution Date. An "Acquiring Person" will not include (i) the Company, (ii) any Subsidiary (as such term is defined in the Rights Agreement) of the Company, (iii) any employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company, or any trust or other entity organized, appointed, established or holding Common Stock for or pursuant to the terms of any such plan, or (iv) any Person who or which, at the time of the first public announcement of the Rights Agreement, is a Beneficial Owner of 5% or more of the Common Shares then outstanding (a "Grandfathered Stockholder"). However, if a Grandfathered Stockholder becomes, after such time, the Beneficial Owner of any additional shares of Common Stock (regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of shares of Common Stock then outstanding beneficially owned by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional shares of Common Stock, such Person is not the Beneficial Owner of 5% or more of the Common Stock then outstanding. In addition, upon the first decrease of a Grandfathered Stockholder's Beneficial Ownership below 5%, such Grandfathered Stockholder will cease to be a Grandfathered Stockholder. In the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Stock expires, terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of such agreement, arrangement or understanding with respect to the same or different shares of Common Stock that confers Beneficial Ownership of Common Stock shall be considered the acquisition of Beneficial Ownership of additional shares of Common Stock by the Grandfathered Stockholder and render such Grandfathered Stockholder an Acquiring Person for purposes of the Rights Agreement unless, upon such acquisition of Beneficial Ownership of additional shares of Common Stock, such Person is not the Beneficial Owner of 5% or more of the Common Stock then outstanding. The Rights are not exercisable until the Distribution Date. The Rights will expire on the Close of Business on August 29, 2021 (the "Expiration Date"). Redemption At any time prior to the Close of Business on the earlier of (a) the tenth day following the Stock Acquisition Date or (b) the Expiration Date, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The "Stock Acquisition Date" is the first date on which there is a public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors becomes aware of the existence of an Acquiring Person. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon the action of the Board of Directors ordering the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Preferred Stock Rights The Preferred Stock will not be redeemable. Each share of Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors, (a) cash dividends in an amount per share (rounded to the nearest cent) equal to 100 times the aggregate per share amount of all cash dividends declared or paid on the Common Stock and (b) a preferential quarterly cash dividend (the "Preferential Dividends") in an amount equal to $50.00 per share of Preferred Stock less the per share amount of all cash dividends declared on the Preferred Stock pursuant to clause (a) of this sentence. Each share of Preferred Stock will entitle the holder thereof to 100 votes per share, voting together with the holders of the Common Stock as a single class, except as otherwise provided in the Certificate of Designations of Class A Preferred Stock Series One filed by the Company with the Delaware Secretary of State or the Company's Amended and Restated Certificate of Incorporation, as amended, or Amended and Restated By-laws. In the event of any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each outstanding share of Preferred Stock shall at the same time be similarly exchanged for or changed into the aggregate amount of stock, securities, cash and/or other property (payable in like kind), as the case may be, for which or into which each share of Common Stock is changed or exchanged, multiplied by 100. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, (a) no distribution shall be made to the holders of shares of stock ranking junior to the Preferred Stock unless the holders of the Preferred Stock shall have received the greater of (i) $100 per share of Preferred Stock plus an amount equal to accrued and unpaid dividends and distributions thereon or (ii) an amount equal to 100 times the aggregate amount to be distributed per share to holders of the Common Stock, and (b) no distribution shall be made to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Preferred Stock unless simultaneously therewith distributions are made ratably on the holders of the Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The foregoing rights are protected by customary anti-dilution provisions. The foregoing description of the rights of the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations of Class A Preferred Stock Series One. Rights of Holders Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Amended and Restated Rights Agreement Pursuant to the Settlement Agreement, the Company amended and restated the Rights Agreement on September 3, 2019 to confirm that a Distribution Date (as defined in the Amended and Restated Rights Agreement) shall not occur as a result of any request by any of the Investor Parties for a special meeting of the Company's stockholders.

Other Matters

Other Matters	9 Months Ended
	Feb. 29, 2020
Commitments and Contingencies Disclosure [Abstract]
Other Matters	8. Other Matters From time to time, the Company is party to various lawsuits, some involving material amounts. Management is not aware of any lawsuits that would have a material adverse impact on the consolidated financial position of the Company. On October 16, 2018, the Company was served with a complaint filed on October 11, 2018 in the Supreme Court of the State of New York, Queens County, by Susan Paskowitz, a stockholder of the Company, against the Company; Joseph F. Hughes and Winifred M. Hughes; former directors Christopher Hughes, Raymond A. Roel, Brian J. Mangan, Regina Dowd, James J. Hill, William Kelly, and Eric Stein; as well as stockholders Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC (the "Stockholder Litigation"). The complaint purports to be a class action lawsuit asserting claims on behalf of all minority stockholders of the Company. Ms. Paskowitz alleges the following: the sale by Joseph F. Hughes and Winifred M. Hughes of an aggregate of 819,491 shares of the Company's common stock ("controlling interest") to Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC was in breach of Joseph F. Hughes' and Winifred M. Hughes' fiduciary duties and to the detriment of the Company's minority stockholders; the members of the Board of Directors of the Company named in the complaint breached their fiduciary duties by failing to immediately adopt a rights plan that would have prevented Joseph F. Hughes and Winifred M. Hughes from selling their shares and preserved a higher premium for all stockholders; Zeff, QAR, and Fintech are "partners" and constitute a "group." Ms. Paskowitz also asserts that Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC aided and abetted Joseph F. Hughes' and Winifred M. Hughes' conduct, and ultimately sought to buy out the remaining shares of the Company at an unfair price. The complaint requests declarations from the court that: (1) Joseph F. Hughes' and Winifred M. Hughes' sale of their controlling interest to Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC was in breach of their fiduciary duties, and that those shares may not be voted or sold back to the Company pending further court order, (2) the members of the Board of Directors named in the complaint breached their fiduciary duties by failing to timely adopt a stockholder rights plan, which resulted in the loss of the ability to auction the Company off to the highest bidder without interference from Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC, and (3) Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC must make a number of disclosures regarding their plans for the Company, their relationships with one another, and any agreements with Joseph F. Hughes and Winifred M. Hughes. The complaint has not assigned any monetary values to alleged damages, but it seeks: (1) for Joseph F. Hughes and Winifred M. Hughes, and Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC, to disgorge any benefit they received from the sale of the Hughes' controlling interest, (2) for the Board of Directors to pay damages equal to the reduced value of the class members' shares as auctionable assets, and (3) reasonable attorneys' fees and costs. Although the Company is named as a defendant, there are no claims or damage allegations against the Company, and the complaint states that it names the Company solely to effectuate equitable relief if granted. On May 6, 2019, a stipulation of dismissal was filed in the Stockholder Litigation with respect to defendants Joseph F. Hughes, Winifred M. Hughes, and Regina Dowd, in which the plaintiff and these defendants agreed to the dismissal of all claims asserted by and against them, without prejudice. On July 26, 2019, the Company filed cross-claims against Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC relating to alleged breaches of fiduciary duties and for indemnification and contribution filed. On June 14, 2019, Ms. Paskowitz filed an amended complaint in the Stockholder Litigation in the Supreme Court of the State of New York, Queens County against the members of the Board of Directors and Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC, which asserts substantially similar allegations to those contained in the October 11, 2018 complaint. In addition to the members of the Board of Directors named in the original complaint, the amended complaint names current and former directors Ira Cohen, Joseph Pennacchio, and William Kelly as defendants. The amended complaint also asserts a derivative claim purportedly on behalf of the Company against the named members of the Board of Directors. The amended complaint seeks declaratory judgment and unspecified monetary damages. The complaint requests: (1) a declaration from the court that the members of the Board of Directors named in the complaint breached their fiduciary duties by failing to timely adopt a stockholder rights plan, which resulted in the loss of the ability to auction the Company off to the highest bidder without interference from Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC; (2) damages derivatively on behalf of the Company for unspecified harm caused by the Directors' alleged breaches of fiduciary duties; (3) damages and equitable relief derivatively on behalf of the Company for the Directors' alleged failure to adopt proper corporate governance practices; and (4) damages and injunctive relief against Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC based on their knowing dissemination of false or misleading public statements concerning their status as a group. The complaint has not assigned any monetary values to alleged damages. On July 15, 2019, the Company filed an answer to the amended complaint in the Stockholder Litigation and cross-claims against Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC for breaches of their fiduciary duties, aiding and abetting breaches of fiduciary duties, and indemnification and contribution based on their misappropriation of material nonpublic information and their failure to disclose complete and accurate information in SEC filings concerning their group actions to attempt a creeping takeover of the Company. In addition, on December 21, 2018, the Company filed a complaint in the United States District Court, Southern District of New York, against Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC, and Tajuddin Haslani for violations of the disclosure and anti-fraud requirements of the federal securities laws under Sections 13(d) and 14(a) of the Securities Exchange Act of 1934 ("Exchange Act"), and the related rules and regulations promulgated by the SEC, for failing to disclose to the Company and its stockholders their formation of a group and the group's intention to seize control of the Company. The complaint requests that the court, among other things, declare that the defendants have solicited proxies without filing timely, accurate and complete reports on Schedule 13D and Schedule 14A in violation of Sections 13(d) and 14(a) of the Exchange Act, direct the defendants to file with the SEC complete and accurate disclosures, enjoin the defendants from voting any of their shares prior to such time as complete and accurate disclosures have been filed, and enjoin the defendants from further violations of the Exchange Act with respect to the securities of the Company. The Company has filed motions for preliminary injunction and expedited discovery. The court held an initial pretrial conference on April 23, 2019 during which it ordered the parties to participate in a mediation of the claims raised in the action. The parties subsequently participated in mediation sessions through the Court-annexed Mediation Program; however, no resolution was reached as a result of the mediation. On January 7, 2019, Ms. Paskowitz filed a related action against Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC, and Tajuddin Haslani in the Southern District of New York, which asserts claims against them for breach of fiduciary duty and under federal securities laws similar to those asserted in the Company's action. Although the Company is not a party to Ms. Paskowitz's action, the court has determined to treat the Company's and Ms. Paskowitz's respective actions as related. On August 7, 2019, following the Company's initial rescheduling of the 2018 Annual Meeting for September 13, 2019 and the filing of Preliminary Proxy Statements by the Company and Zeff Capital, L.P., Zeff Capital, L.P. filed a complaint in the Delaware Court of Chancery against the Company seeking an order requiring the Company to hold its next annual meeting of stockholders on or around September 13, 2019, and obligating the Company to elect Class I and Class III directors at that annual meeting. On August 30, 2019, the Company entered into the Settlement Agreement with the Investor Parties with respect to the proxy contest pertaining to the election of directors at the 2018 Annual Meeting, which was held on October 22, 2019. Pursuant to the Settlement Agreement, the parties have agreed to forever settle and resolve any and all disputes between the parties, including without limitation disputes arising out of or relating to the following litigations: (i) The complaint relating to alleged breaches of fiduciary duties filed on November 1, 2018 by Fintech Consulting LLC against the Company in the Delaware Court of Chancery, which was previously dismissed voluntarily; (ii) The complaint for declaratory and injunctive relief for violations of the federal securities laws filed on December 21, 2018 by the Company against the Investor Parties in the United States District Court in the Southern District of New York; (iii) Cross-claims relating to alleged breaches of fiduciary duties and for indemnification and contribution filed on July 26, 2019 by the Company against the Investor Parties in New York Supreme Court, Queens County; and (iv) The complaint to compel annual meeting of stockholders filed on August 7, 2019 by Zeff Capital, L.P. against the Company in the Delaware Court of Chancery. No party admitted any liability by entering into the Settlement Agreement. The Settlement Agreement did not resolve the Stockholder Litigation filed by Susan Paskowitz against the Company, Joseph F. Hughes, Winifred M. Hughes and certain current and former directors of the Company in the Supreme Court of the State of New York on October 11, 2018. Concurrently with the Settlement Agreement, the parties entered into a share repurchase agreement (the "Repurchase Agreement") which provided for the purchase by the Company and Christopher Hughes, the Company's former President and Chief Executive Officer, of the shares of the Company's Common Stock held by the Investor Parties (the "Repurchase"). The Settlement Agreement also contemplated that, if the Repurchase was completed, the Company would make a settlement payment to the Investor Parties at the closing of the Repurchase in an amount of approximately $1,500,000 (the "Settlement Payment"). However, the Repurchase and Settlement Payment were not completed by the deadline of December 30, 2019. Pursuant to the Settlement Agreement, (1) the Company agreed to adopt an amendment to the Company's Amended and Restated By-Laws, dated April 9, 2015 (the "By-Laws Amendment"), providing that stockholders of the Company owning at least forty percent (40%) of the issued and outstanding Common Stock may request a special meeting of stockholders; (2) the Investor Parties agreed not to take any action to call or otherwise cause a special meeting of stockholders to occur prior to December 30, 2019 (unless the Company had failed to hold the 2018 Annual Meeting); (3) the Company agreed to amend and restate the Company's Rights Agreement, dated August 29, 2018 (the "Amended Rights Agreement"), to confirm that a Distribution Date (as defined in the Amended Rights Agreement) shall not occur as a result of any request by any of the Investor Parties for a special meeting; (4) the Company agreed that prior to the earlier of (A) the completion of the Repurchase and the payment of the Settlement Payment and (B) January 1, 2020, the Board of Directors shall not consist of more than seven (7) directors. Pursuant to the terms of the Settlement Agreement, the two nominees for director made by Zeff Capital, L.P. were elected as directors at the Company's 2018 Annual Meeting held on October 22, 2019. Please see the Company's current Report on Form 8-K filed with the SEC on October 21, 2019 for more information about the background of the election of directors at the Company's 2018 Annual Meeting. Pursuant to the terms of the Settlement Agreement, inasmuch as the Repurchase was not completed and the Settlement Payment was not made by December 30, 2019, the members of the Board of Directors (other than the two directors who were nominated by Zeff Capital, L.P. and elected as directors at the 2018 Annual Meeting) resigned from the Board effective 5:00 p.m. Eastern Time on December 30, 2019. Immediately thereafter, the two remaining directors appointed Robert Fitzgerald to the Board of Directors. Please see the Company's Current Report on Form 8-K filed with the SEC on December 31, 2019 for more information about the background and the appointment of Robert Fitzgerald. In addition, the Settlement Agreement provides for mutual releases between the Company and each of the Investor Parties and certain of their affiliates. Each of the Investor Parties and certain of their affiliates also agreed to certain customary standstill provisions, including without limitation, with regard to certain actions in connection with the 2018 Annual Meeting, Extraordinary Transactions (as defined in the Settlement Agreement) with the Company, and the acquisition of any securities (or beneficial ownership thereof) of the Company, each of which expired on December 30, 2019. The foregoing is not a complete description of the terms of the Settlement Agreement and the Share Repurchase Agreement. For a further description of the terms of the Settlement Agreement and the Share Repurchase Agreement, including copies of the Settlement Agreement and Share Repurchase Agreement, please see the Company's Current Report on Form 8-K filed by the Company with the SEC on September 3, 2019. During the quarter ending February 29, 2020, the Company negotiated a settlement with the Company's largest shareholder to reimburse it for legal expenses of $900,000 (net present value of $818,000), subject to final documentation. (See Note 13) On October 21, 2019, the Company entered into a Memorandum of Understanding (the "MOU") with Susan Paskowitz providing for the settlement of the Stockholder Litigation filed by Ms. Paskowitz on October 11, 2018. The MOU provides for the settlement of the claims by Ms. Paskowitz that (1) the members of the Board named in the original complaint allegedly breached their fiduciary duties by failing to immediately adopt a rights plan that would have prevented the sale by Joseph F. Hughes and Winifred M. Hughes of an aggregate of 819,491 shares of the Company's common stock to the Investor Parties; (2) the members of the Board named in the amended complaint allegedly breached their fiduciary duties and failed to adopt proper corporate governance practices; and (3) the Investor Parties acted as "partners" and constituted a "group" in their purchase of shares from Joseph F. Hughes and Winifred M. Hughes and knowingly disseminated false or misleading public statements concerning their status as a group. Pursuant to the terms of the MOU, the Company will (1) implement certain corporate governance reforms described in the MOU within 30 days of a final order and judgment entered by the court, and keep these corporate governance reforms in place for 5 years from the time of the final order and judgment; and (2) acknowledge that the plaintiff, Ms. Paskowitz, and her counsel provided a substantial benefit to the Company and its stockholders through the prosecution of the Stockholder Litigation and other related actions filed by Ms. Paskowitz described above. On December 16, 2019, the Company entered into a Stipulation and Agreement of Settlement (the "Stipulation") with Susan Paskowitz in the Stockholder Litigation. The Stipulation retains the terms and conditions of settlement of the Stockholder Litigation contained in the MOU described in the preceding paragraph, with the addition that the Company will pay to plaintiff's counsel an award of attorneys' fees and reimbursement of expenses in the amount of $260,000 (collectively, the "Stockholder Litigation Settlement"). The Stockholder Litigation Settlement is intended to fully, finally, and forever compromise, settle, release, resolve, and dismiss with prejudice the Stockholder Litigation and all claims asserted therein directly against all present and former defendants and derivatively against them on behalf of the Company. The Stockholder Litigation Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties, and provides for mutual releases by all parties. Each stockholder of the Company is a member of the plaintiff class unless such stockholder opts out of the class. The Company expects that the full amount of the $260,000 settlement payment will be covered by insurance proceeds. The Stipulation remains subject to approval by the court. The Stipulation is independent of the Settlement Agreement and Share Repurchase Agreement that the Company had entered into with the Investor Parties. Although the Company believes that the Stipulation represents a fair and reasonable compromise of the matters in dispute in the Stockholder Litigation, there can be no assurance that the court will approve the Stipulation as proposed, or at all. Under the terms of the Stipulation, plaintiff Ms. Paskowitz has filed the Stipulation with the court and has requested a date for a final hearing on the approval of the Settlement and plaintiff's application for an award of counsel fees and the reimbursement of expenses. The Stipulation is filed as an exhibit to the Company's Current Report on Form 8-K filed by the Company with the SEC on December 17, 2019. Inasmuch as the Company did not complete the Repurchase and make the Settlement Payment prior to the December 30, 2019 deadline, the members of the Board of Directors (other than the two directors who were elected as directors at the 2018 Annual Meeting) resigned from the Board effective at 5:00 p.m. Eastern Time on December 30, 2019. Immediately thereafter, the two remaining directors, Bradley M. Tirpak and H. Timothy Eriksen, appointed Robert Fitzgerald as a new director. Each of Mr. Tirpak, Mr. Eriksen and Mr. Fitzgerald qualifies as an "independent director" under the NASDAQ Stock Market Rules. These three individuals were also appointed to the Audit Committee, Nominating Committee, Compensation Committee and Special Committee. The Board appointed Mr. Tirpak as Chairman of the Board to succeed Christopher Hughes. Mr. Hughes continued to serve as the Chief Executive Officer, President and Treasurer of the Company until January 17, 2020. Additionally, the Board appointed Mr. Eriksen as Lead Independent Director, Chairman of the Audit Committee and Chairman of the Nominating Committee. The Board also appointed Mr. Fitzgerald as the Chairman of the Compensation Committee and Chairman of the Special Committee.

Recently Adopted Accounting Pro

Recently Adopted Accounting Pronouncements	9 Months Ended
	Feb. 29, 2020
Recently Adopted Accounting Pronouncements [Abstract]
Recently Adopted Accounting Pronouncements	9. Recently Adopted Accounting Pronouncements Effective June 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases, Leases (Topic 842): Targeted Improvements

Leases

Leases	9 Months Ended
	Feb. 29, 2020
Leases [Abstract]
Leases	10. Leases The Company leases the space for its three offices. Under ASC 842, at contract inception we determine whether the contract is or contains a lease and whether the lease should be classified as an operating or finance lease. Operating leases are in right-of-use assets and operating lease liabilities in our consolidated condensed balance sheets. The Company's leases for its three offices are classified as operating leases. The lease agreements expire on December 31, 2020, February 28, 2021 and August 31, 2022, respectively, and do not include any renewal options. In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes and operating expenses during the lease terms. For the three months and nine months ended February 29, 2020, the Company's operating lease expense for these leases was $98,000 and $294,000, respectively. Future minimum lease payments under non-cancellable operating leases as of February 29, 2020 were as follows: (note: payments related to the lease expiring February 28, 2021 are not included below because it is a one year lease) Twelve Months Ended February 28, 2021 $ 229,867 2022 160,120 2023 80,990 Total undiscounted operating lease payments 470,977 Less imputed interest 36,405 Present value of operating lease payments $ 434,572 The following table sets forth the right-of-use assets and operating lease liabilities as of February 29, 2020: Assets Right-of-use assets $ 431,054 Liabilities Current operating lease liabilities $ 206,380 Long-term operating lease liabilities 228,192 Total operating lease liabilities $ 434,572 The weighted average remaining lease term for the Company's operating leases is 1.8 years.

Line of Credit

Line of Credit	9 Months Ended
	Feb. 29, 2020
Line of Credit [Abstract]
Line of Credit	11. Line of Credit On November 27, 2019, TSR, Inc. ("TSR") closed on a revolving credit facility (the "Credit Facility") pursuant to a Loan and Security Agreement with Access Capital, Inc. (the "Lender") that may provide up to $7,000,000 in funding to TSR and its direct and indirect subsidiaries, TSR Consulting Services, Inc., Logixtech Solutions, LLC and Eurologix, S.A.R.L., each of which together with TSR is a borrower under the Credit Facility. Each of the borrowers has provided a security interest to the Lender in all of their respective assets to secure amounts borrowed under the Credit Facility. TSR expects to utilize the Credit Facility for working capital and general corporate purposes. TSR also expected to utilize the Credit Facility to complete the Repurchase and make the Settlement Payment; however, TSR did not complete the Repurchase and make the Settlement Payment prior to the December 30, 2019 deadline. Inasmuch as TSR did not complete the Repurchase and make the Settlement Payment prior to the December 30, 2019 deadline, the maximum amount that may be advanced under the Credit Facility at any time shall not exceed $2,000,000. Advances under the Credit Facility accrue interest at a rate per annum equal to (x) the "base rate" or "prime rate" announced by Citibank, N.A. from time to time, which shall be increased or decreased, as the case may be, in an amount equal to each increase or decrease in such "base rate" or "prime rate," plus (y) 1.75%. The prime rate as of February 29, 2020 was 4.75%, indicating a rate of 6.5% on the line of credit. The initial term of the Credit Facility is 5 years, which shall automatically renew for successive 5-year periods unless either TSR or the Lender gives written notice to the other of termination at least 60 days prior to the expiration date of the then-current term. TSR is obliged to satisfy certain financial covenants and minimum borrowing requirements under the Credit Facility, and to pay certain fees, including prepayment fees, and provide certain financial information to the Lender. There were no financial covenants applicable for the period ended February 29, 2020. As of February 29, 2020, the net borrowings outstanding against this line of credit facility were $904,304. The amount the Company has borrowed fluctuates and, at times, has utilized the maximum amount of $2,000,000 available under the facility to fund its payroll and other obligations.

Subsequent Event - Termination

Subsequent Event - Termination of Former CEO	9 Months Ended
	Feb. 29, 2020
Subsequent Event - Termination Of Former Ceo [Abstract]
Subsequent Event - Termination of Former CEO	12. Subsequent Event - Termination of Former CEO The Company terminated Christopher Hughes, the former Chief Executive Officer of the Company ("Hughes"), effective February 29, 2020 for "Cause" as defined in Section 6(a) of his Amended and Restated Employment Agreement (the "Employment Agreement"), dated August 9, 2018 and on March 2, 2020, the Company received a letter from Mr. Hughes, providing notice of his intent to resign for "Good Reason" as defined in Section 7(c) of the Employment Agreement pursuant to which he claimed to be entitled to the "Enhanced Severance Amount" under the Employment Agreement. Hughes filed a complaint against the Company in the Supreme Court of the State of New York in March 2020 alleging two causes of action: (1) breach of his employment contract; and (2) breach of duty of good faith and fair dealing. Plaintiff alleges that he was terminated without cause or in the alternative, that he resigned for good reason and therefore, pursuant to the Amended and Restated Employment Agreement, dated August 9, 2018, between the Company and Plaintiff. Plaintiff seeks contractual severance pay in the amount of $1,000,000 and reasonable costs and attorney's fees. The Company denies Plaintiff's allegations in their entirety.

Subsequent Event - Legal Settle

Subsequent Event - Legal Settlement with Investor	9 Months Ended
	Feb. 29, 2020
Subsequent Event - Legal Settlement With Investor
Subsequent Event - Legal Settlement with Investor	13. Subsequent Event - Legal Settlement with Investor On April 1, 2020, the Company entered into a binding term sheet ("Term Sheet") with Zeff Capital, L.P. ("Zeff") pursuant to which they agreed to pay Zeff an amount of $900,000 over a period of three years in cash or cash and stock in settlement of expenses incurred by Zeff during its solicitations in 2018 and 2019 in connection with the annual meetings of the Company, the costs incurred in connection with the litigation initiated by and against the Company as well as negotiation, execution and enforcement of the Settlement and Release Agreement, dated as of August 30, 2019, by and between the Company, Zeff and certain other parties. The Term Sheet calls for a cash payment of $300,000 on June 30, 2021, a second cash payment of $300,000 on June 30, 2022 and a third payment of $300,00 also on June 30, 2022, which can be paid in cash or common stock at the Company's option. There is no interest due on these payments. The agreement also has protections to limit the payments so that the debt covenants with the Company's Lender are not breached. The parties intend to enter into definitive documents for the settlement. However, the binding Term Sheet shall remain in full force and effect until such time as the definitive documents are executed by the parties or until the Term Sheet is terminated by mutual consent of the parties. The Company has accrued $818,000, the estimated present value of these payments using an effective interest rate of 5%, in the quarter ended February 29, 2020.

Subsequent Event _ COVID-19

Subsequent Event – COVID-19	9 Months Ended
	Feb. 29, 2020
Subsequent Events [Abstract]
Subsequent Event – COVID-19	14. Subsequent Event – COVID-19 The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closing of a various businesses. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings. Therefore, the Company expects this matter to negatively impact its operating results in future periods. However, the related financial impact and duration cannot be reasonably estimated at this time.

Cash and Cash Equivalents (Tabl

Cash and Cash Equivalents (Tables)	9 Months Ended
	Feb. 29, 2020
Cash and Cash Equivalents [Abstract]
Schedule of cash and cash equivalents	February 29, May 31, Cash in banks $ 3,171,564 $ 3,072,218 Money market funds 301,718 622,771 $ 3,473,282 $ 3,694,989

Certificates of Deposit and M_2

Certificates of Deposit and Marketable Securities (Tables)	9 Months Ended
	Feb. 29, 2020
Investments, Debt and Equity Securities [Abstract]
Schedule of assets measured at fair value on recurring basis	February 29, 2020 Level 1 Level 2 Level 3 Total Equity Securities $ 44,416 $ - $ - $ 44,416 $ 44,416 $ - $ - $ 44,416 May 31, 2019 Level 1 Level 2 Level 3 Total Certificates of Deposit $ - $ 492,000 $ - $ 492,000 Equity Securities 35,232 - - 35,232 $ 35,232 $ 492,000 $ - $ 527,232
Schedule of certificates of deposit and marketable securities	February 29, 2020 Amortized Gross Gross Recorded Current Equity Securities $ 16,866 $ 27,550 $ - $ 44,416 $ 16,866 $ 27,550 $ - $ 44,416 May 31, 2019 Amortized Gross Gross Recorded Current Certificates of Deposit $ 492,000 $ - $ - $ 492,000 Equity Securities 16,866 18,366 - 35,232 $ 508,866 $ 18,366 $ - $ 527,232

Leases (Tables)

Leases (Tables)	9 Months Ended
	Feb. 29, 2020
Leases [Abstract]
Schedule of future minimum lease payments of operating leases	Twelve Months Ended February 28, 2021 $ 229,867 2022 160,120 2023 80,990 Total undiscounted operating lease payments 470,977 Less imputed interest 36,405 Present value of operating lease payments $ 434,572
Schedule of right-of-use assets and operating lease liabilities	Assets Right-of-use assets $ 431,054 Liabilities Current operating lease liabilities $ 206,380 Long-term operating lease liabilities 228,192 Total operating lease liabilities $ 434,572

Cash and Cash Equivalents (Deta

Cash and Cash Equivalents (Details) - USD ($)	Feb. 29, 2020	May 31, 2019	Feb. 28, 2019	May 31, 2018
Summary of cash and cash equivalents
Cash in banks	$ 3,171,564	$ 3,072,218
Money market funds	301,718	622,771
Total	$ 3,473,282	$ 3,694,989	$ 4,112,155	$ 5,323,437

Certificates of Deposit and M_3

Certificates of Deposit and Marketable Securities (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Assets measured at fair value, Total	$ 44,416	$ 527,232
Equity Securities
Assets measured at fair value, Total	44,416	35,232
Certificates of Deposit [Member]
Assets measured at fair value, Total		492,000
Level 1 [Member]
Assets measured at fair value, Total	44,416	35,232
Level 1 [Member] | Equity Securities
Assets measured at fair value, Total	44,416	35,232
Level 1 [Member] | Certificates of Deposit [Member]
Assets measured at fair value, Total
Level 2 [Member]
Assets measured at fair value, Total		492,000
Level 2 [Member] | Equity Securities
Assets measured at fair value, Total
Level 2 [Member] | Certificates of Deposit [Member]
Assets measured at fair value, Total		492,000
Level 3 [Member]
Assets measured at fair value, Total
Level 3 [Member] | Equity Securities
Assets measured at fair value, Total
Level 3 [Member] | Certificates of Deposit [Member]
Assets measured at fair value, Total

Certificates of Deposit and M_4

Certificates of Deposit and Marketable Securities (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Feb. 29, 2020	May 31, 2019
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 16,866	$ 508,866
Gross Unrealized Holding Gains	27,550	18,366
Gross Unrealized Holding Losses
Recorded Value	44,416	527,232
Equity Securities [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	16,866	16,866
Gross Unrealized Holding Gains	27,550	18,366
Gross Unrealized Holding Losses
Recorded Value	$ 44,416	35,232
Certificates of Deposit [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		492,000
Gross Unrealized Holding Gains
Gross Unrealized Holding Losses
Recorded Value		$ 492,000

Equity (Details)

Equity (Details) - shares	Sep. 10, 2019	Aug. 29, 2018	Aug. 28, 2018	Aug. 23, 2018	Jul. 30, 2018	Jul. 24, 2018	Jul. 17, 2018	Feb. 29, 2020	Nov. 30, 2019
Equity (Textual)
Preferred stock rights, description		The Board of Directors of the Company declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock, par value $0.01 per share (“Common Stock”), of the Company outstanding on August 29, 2018 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of August 29, 2018, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Class A Preferred Stock, Series One, par value $0.01 per share (“Preferred Stock”), of the Company at a price of $24.78 per one one-hundredth of a share of Preferred Stock represented by a Right (the “Purchase Price”), subject to adjustment.						Each share of Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors, (a) cash dividends in an amount per share (rounded to the nearest cent) equal to 100 times the aggregate per share amount of all cash dividends declared or paid on the Common Stock and (b) a preferential quarterly cash dividend (the “Preferential Dividends”) in an amount equal to $50.00 per share of Preferred Stock less the per share amount of all cash dividends declared on the Preferred Stock pursuant to clause (a) of this sentence. Each share of Preferred Stock will entitle the holder thereof to 100 votes per share, voting together with the holders of the Common Stock as a single class, except as otherwise provided in the Certificate of Designations of Class A Preferred Stock Series One filed by the Company with the Delaware Secretary of State or the Company’s Amended and Restated Certificate of Incorporation, as amended, or Amended and Restated By-laws. In the event of any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each outstanding share of Preferred Stock shall at the same time be similarly exchanged for or changed into the aggregate amount of stock, securities, cash and/or other property (payable in like kind), as the case may be, for which or into which each share of Common Stock is changed or exchanged, multiplied by 100. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, (a) no distribution shall be made to the holders of shares of stock ranking junior to the Preferred Stock unless the holders of the Preferred Stock shall have received the greater of (i) $100 per share of Preferred Stock plus an amount equal to accrued and unpaid dividends and distributions thereon or (ii) an amount equal to 100 times the aggregate amount to be distributed per share to holders of the Common Stock, and (b) no distribution shall be made to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Preferred Stock unless simultaneously therewith distributions are made ratably on the holders of the Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up.
Beneficially shares of common stock						819,491
Redemption of rights, description								At any time prior to the Close of Business on the earlier of (a) the tenth day following the Stock Acquisition Date or (b) the Expiration Date, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”). The “Stock Acquisition Date” is the first date on which there is a public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors becomes aware of the existence of an Acquiring Person. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon the action of the Board of Directors ordering the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
Acquired beneficial ownership, description		5% or more of the outstanding Common Stock
Fintech Consulting LLC and Tajuddin Haslani [Member]
Equity (Textual)
Beneficially shares of common stock					376,100
Percentage of common stock issued and outstanding					19.20%
QAR Industries, Inc. [Member]
Equity (Textual)
Aggregate shares of common stock			4,070
QAR Industries, Inc. [Member] | Robert Fitzgerald [Member]
Equity (Textual)
Beneficially shares of common stock	139,200		143,900
Percentage of common stock issued and outstanding	7.10%		7.30%
Zeff Capital, L.P., Zeff Holding Company, LLC [Member] | Daniel Zeff [Member]
Equity (Textual)
Aggregate shares of common stock				55,680
Beneficially shares of common stock				437,774
Percentage of common stock issued and outstanding				22.30%
Zeff Capital, L.P. [Member]
Equity (Textual)
Aggregate shares of common stock							77,615
Percentage of common stock issued and outstanding							4.00%
Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC [Member]
Equity (Textual)
Aggregate shares of common stock								953,074
Percentage of common stock issued and outstanding									48.60%
Zeff Capital, L.P., QAR Industries, Inc. and Fintech Consulting LLC [Member] | Joseph F. Hughes and Winifred Hughes [Member]
Equity (Textual)
Percentage of common stock issued and outstanding						41.80%

Other Matters (Details)

Other Matters (Details) - USD ($)	Dec. 16, 2019	Oct. 21, 2019	Oct. 16, 2018	Dec. 30, 2019	Feb. 29, 2020	Feb. 28, 2019	Aug. 30, 2019
Other Matters (Textual)
Aggregate of common stock, shares		819,491	819,491
Description of common stock purchase				The Settlement Agreement also contemplated that, if the Repurchase was completed, the Company would make a settlement payment to the Investor Parties at the closing of the Repurchase in an amount of approximately $1,500,000 (the "Settlement Payment"). However, the Repurchase and Settlement Payment were not completed by the deadline of December 30, 2019.
Attorneys' fees and reimbursement of expenses	$ 260,000
Payment by insurance proceeds	$ 260,000
Legal Settlements					$ 818,000
Investor Parties [Member]
Other Matters (Textual)
Ownership percentage							40.00%

Recently Adopted Accounting P_2

Recently Adopted Accounting Pronouncements (Details)	Jun. 02, 2019USD ($)
Recently Adopted Accounting Pronouncements (Textual)
Increase in total assets and total liabilities	$ 690,000

Leases (Details)

Leases (Details)	Feb. 28, 2020USD ($)
Leases [Abstract]
2020	$ 229,867
2021	160,120
2022	80,990
Total undiscounted operating lease payments	470,977
Less imputed interest	36,405
Present value of operating lease payments	$ 434,572

Leases (Details 1)

Leases (Details 1) - USD ($)	Feb. 29, 2020	May 31, 2019
Assets
Right-of-use assets	$ 431,054
Liabilities
Current operating lease liabilities	206,380
Long-term operating lease liabilities	228,192
Total operating lease liabilities	$ 206,380

Leases (Details Textual)

Leases (Details Textual)	3 Months Ended	9 Months Ended
	Feb. 29, 2020USD ($)Offices	Feb. 29, 2020USD ($)Offices
Leases (Textual)
Operating lease expense | $	$ 98,000	$ 294,000
Weighted average remaining lease term of operating leases	1 year 9 months 18 days	1 year 9 months 18 days
Number of offices | Offices	3	3
Lease agreements expires, description		The lease agreements expire on December 31, 2020, February 28, 2021 and August 31, 2022, respectively, and do not include any renewal options.

Line of Credit (Details)

Line of Credit (Details) - USD ($)	1 Months Ended		9 Months Ended
	Dec. 30, 2019	Nov. 27, 2019	Feb. 29, 2020
Line of Credit (Textual)
Borrowed amount under credit facility			$ 2,000,000
Line of credit facility, description			Advances under the Credit Facility accrue interest at a rate per annum equal to (x) the "base rate" or "prime rate" announced by Citibank, N.A. from time to time, which shall be increased or decreased, as the case may be, in an amount equal to each increase or decrease in such "base rate" or "prime rate," plus (y) 1.75%. The prime rate as of February 29, 2020 was 4.75%, indicating a rate of 6.5% on the line of credit. The initial term of the Credit Facility is 5 years, which shall automatically renew for successive 5-year periods unless either TSR or the Lender gives written notice to the other of termination at least 60 days prior to the expiration date of the then-current term.
Credit Facility [Member]
Line of Credit (Textual)
Borrowed amount under credit facility	$ 2,000,000
Net borrowings outstanding			$ 904,304
Loan and Security Agreement [Member]
Line of Credit (Textual)
Borrowed amount under credit facility		$ 7,000,000

Subsequent Event - Terminatio_2

Subsequent Event - Termination of Former CEO (Details)	Feb. 29, 2020USD ($)
Subsequent Event - Termination of Former CEO (Textual)
Severance pay in amount	$ 1,000,000

Subsequent Event - Legal Sett_2

Subsequent Event - Legal Settlement with Investor (Details) - USD ($)	1 Months Ended			3 Months Ended	9 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Apr. 02, 2020	Feb. 29, 2020	Feb. 29, 2020	Feb. 28, 2019
Subsequent Event - Legal Settlement with Investor (Textual)
Cash or cash and stock in settlement of expense					$ (818,000)
Accrued estimated value				$ 818,000
Interest rate				5.00%	5.00%
Subsequent Event [Member] | First Payment [Member]
Subsequent Event - Legal Settlement with Investor (Textual)
Cash or cash and stock in settlement of expense		$ 300,000
Subsequent Event [Member] | Second Payment [Member]
Subsequent Event - Legal Settlement with Investor (Textual)
Cash or cash and stock in settlement of expense	$ 300,000
Subsequent Event [Member] | Third Payment [Member]
Subsequent Event - Legal Settlement with Investor (Textual)
Cash or cash and stock in settlement of expense	$ 300,000
Zeff Capital, L.P [Member]
Subsequent Event - Legal Settlement with Investor (Textual)
Cash or cash and stock in settlement of expense			$ 900,000