Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2019 | Sep. 30, 2019 | |
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 | Aug. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
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 Ex Transition Period | 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 ($) | Aug. 31, 2019 | May 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 2,812,519 | $ 3,694,989 |
Certificates of deposit and marketable securities | 282,928 | 527,232 |
Accounts receivable, net of allowance for doubtful accounts of $181,000 | 7,348,490 | 7,443,581 |
Other receivables | 6,577 | 5,321 |
Prepaid expenses | 63,758 | 118,482 |
Prepaid and recoverable income taxes | 28,440 | 52,385 |
Total Current Assets | 10,542,712 | 11,841,990 |
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $270,383 and $268,886 | 5,005 | 6,502 |
Other assets | 49,653 | 49,653 |
Right-of-use asset | 606,199 | |
Deferred income taxes | 905,000 | 636,000 |
Total Assets | 12,108,569 | 12,534,145 |
Current Liabilities: | ||
Accounts and other payables | 516,511 | 574,540 |
Accrued expenses and other current liabilities | 3,557,236 | 3,852,568 |
Advances from customers | 1,169,290 | 1,190,014 |
Operating lease liability - current | 281,205 | |
Total Current Liabilities | 5,524,242 | 5,617,122 |
Operating lease liability, net of current portion | 326,646 | |
Total Liabilities | 5,850,888 | 5,617,122 |
Commitments and contingencies | ||
TSR, Inc.: | ||
Preferred stock, value | ||
Common stock, $.01 par value, authorized 12,500,000 shares; issued 3,114,163 shares, 1,962,062 outstanding | 31,142 | 31,142 |
Additional paid-in capital | 5,102,868 | 5,102,868 |
Retained earnings | 14,605,210 | 15,268,224 |
Shareholder's equity before treasury stock | 19,739,220 | 20,402,234 |
Less: Treasury stock, 1,152,101 shares, at cost | 13,514,003 | 13,514,003 |
Total TSR, Inc. Equity | 6,225,217 | 6,888,231 |
Noncontrolling interest | 32,464 | 28,792 |
Total Equity | 6,257,681 | 6,917,023 |
Total Liabilities and Equity | 12,108,569 | 12,534,145 |
Class A Preferred Stock | ||
TSR, Inc.: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2019 | 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 | $ 270,383 | $ 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 [Member] | ||
Preferred stock, shares authorized | 30,000 | 0 |
Preferred stock, shares issued |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net | $ 14,946,562 | $ 16,580,921 |
Cost of sales | 12,671,052 | 13,984,547 |
Selling, general and administrative expenses | 3,189,463 | 2,520,549 |
Total cost and expenses | 15,860,515 | 16,505,096 |
Income (loss) from operations | (913,953) | 75,825 |
Other income (loss): | ||
Interest and dividend income | 4,915 | 4,627 |
Unrealized gain (loss) on marketable securities, net | 2,696 | (5,416) |
Income (loss) before income taxes | (906,342) | 75,036 |
Provision for (benefit from) income taxes | (247,000) | 19,000 |
Consolidated net income (loss) | (659,342) | 56,036 |
Less: Net income attributable to noncontrolling interest | 3,672 | 18,241 |
Net income (loss) attributable to TSR, Inc. | $ (663,014) | $ 37,795 |
Basic and diluted net income (loss) per TSR, Inc. common share | $ (0.34) | $ 0.02 |
Basic and diluted weighted average number of common shares outstanding | 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 | Treasurystock | TSR, Inc. equity | Noncontrolling 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 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, 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 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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities: | ||
Consolidated net income (loss) | $ (659,342) | $ 56,036 |
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,497 | 3,890 |
Unrealized (gain) loss on marketable securities, net | (2,696) | 5,416 |
Deferred income taxes | (269,000) | (1,000) |
Non-cash lease expense | 1,652 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 95,091 | (558,055) |
Other receivables | (1,256) | (889) |
Prepaid expenses | 54,724 | (33,253) |
Prepaid and recoverable income taxes | 23,945 | 12,395 |
Accounts and other payables and accrued expenses and other current liabilities | (353,361) | 191,386 |
Advances from customers | (20,724) | (4,977) |
Net used in operating activities | (1,129,470) | (329,051) |
Cash flows from investing activities: | ||
Proceeds from maturities of marketable securities | 247,000 | 248,000 |
Purchases of marketable securities | (247,000) | |
Net cash provided by investing activities | 247,000 | 1,000 |
Cash flows from financing activities: | ||
Distribution to noncontrolling interest | (43,700) | |
Net cash used in financing activities | (43,700) | |
Net decrease in cash and cash equivalents | (882,470) | (371,751) |
Cash and cash equivalents at beginning of period | 3,694,989 | 5,323,437 |
Cash and cash equivalents at end of period | 2,812,519 | 4,951,686 |
Supplemental disclosures of cash flow data: | ||
Income taxes paid | $ 17,000 | $ 8,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Aug. 31, 2019 | |
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 ended August 31, 2019 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 Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended |
Aug. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 2. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (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 | 3 Months Ended |
Aug. 31, 2019 | |
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 August 31, 2019 and May 31, 2019: August 31, May 31, Cash in banks $ 2,508,422 $ 3,072,218 Money market funds 304,097 622,771 $ 2,812,519 $ 3,694,989 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Aug. 31, 2019 | |
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. Revenue 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 | 3 Months Ended |
Aug. 31, 2019 | |
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 August 31, 2019 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): August 31, 2019 Level 1 Level 2 Level 3 Total Certificates of Deposit $ - $ 245,000 $ - $ 245,000 Equity Securities 37,928 - - 37,928 $ 37,928 $ 245,000 $ - $ 282,928 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 August 31, 2019 and May 31, 2019 are summarized as follows: August 31, 2019 Amortized Gross Gross Recorded Certificates of Deposit $ 245,000 $ - $ - $ 245,000 Equity Securities 16,866 21,062 - 37,928 $ 261,866 $ 21,062 $ - $ 282,928 May 31, 2019 Amortized Gross Gross Recorded 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 | 3 Months Ended |
Aug. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments ASC Topic 825, Financial Instruments |
Equity
Equity | 3 Months Ended |
Aug. 31, 2019 | |
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. |
Other Matters
Other Matters | 3 Months Ended |
Aug. 31, 2019 | |
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 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; current and 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 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 this action 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 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 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 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 has been reached. 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 and Release Agreement with the Investor Parties with respect to the proxy contest pertaining to the election of directors at the 2018 Annual Meeting, which was agreed to be 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 pending 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, which is the only ongoing litigation in which the Company is involved. In addition, concurrently with the Settlement Agreement, the parties entered into a share repurchase agreement (the "Repurchase Agreement") under which the Company may purchase 633,074 shares of the Company's Common Stock, at a purchase price of $6.25 per share, from the Investor Parties, and Christopher Hughes, the Chairman of the Board of Directors and the Chief Executive Officer of the Company, may purchase 320,000 shares of Common Stock, at a purchase price of $6.25 per share, from the Investor Parties, for an aggregate purchase price of $5,956,712.50 in cash, subject to the terms and conditions contained in the Repurchase Agreement (the "Repurchase"). The Company also agreed to make a payment of $1,543,287.50 to the Investor Parties at the closing of the Repurchase for the settlement of all disputes between the parties, dismissal of any and all claims related thereto, including the lawsuits mentioned above, and the settlement and release of any and all matters (the "Settlement Payment"). There can be no assurance that either the Company or Christopher Hughes will ultimately consummate these purchases. 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 fails 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 and Restated 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. The Settlement Agreement provides the Company will solicit proxies for two alternative Class I director slates for election at the 2018 Annual Meeting: one slate for the Company's nominees, and one slate for nominees selected by Zeff Capital, L.P. If the Company completes the Repurchase and makes the Settlement Payment prior to the 2018 Annual Meeting, Zeff Capital, L.P. will withdraw its director slate from consideration at the 2018 Annual Meeting and a vote for Zeff Capital, L.P.'s nominees shall constitute a vote for the Company's nominees. If the Repurchase is not completed or the Settlement Payment is not made prior to the 2018 Annual Meeting, then the Company will withdraw its director slate and a vote for the Company's nominees shall constitute a vote for the slate proposed by Zeff Capital, L.P. If the Repurchase is not completed or the Settlement Payment is not made as of 5:00 pm, Eastern Time, on December 30, 2019, the current members of the Board of Directors will resign from the Board. If the Repurchase is completed after the 2018 Annual Meeting and prior to December 30, 2019, the two directors nominated by Zeff Capital, L.P. will resign from the Board of Directors. 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 expire on the later of December 30, 2019, or, should the Company consummate the Repurchase and the payment of the Settlement Payment prior thereto, the opening of the Company's advance notice period in respect of its annual meeting occurring during the calendar year 2027. 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. At this time, it is not possible to predict the outcome of the litigation matters or their effect on the Company and the Company's consolidated financial position. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 3 Months Ended |
Aug. 31, 2019 | |
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 | 3 Months Ended |
Aug. 31, 2019 | |
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 balance sheets. The Company’s leases for its three offices are classified as operating leases. The lease agreements expire on February 28, 2020, December 31, 2020 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 ended August 31, 2019, the Company’s operating lease expense for these leases was $96,958. Future minimum lease payments under non-cancellable operating leases as of August 31, 2019 were as follows: Twelve Months Ended August 31 2020 $ 313,626 2021 187,693 2022 161,707 Total undiscounted operating lease payments 663,026 Less imputed interest 55,175 Present value of operating lease payments $ 607,851 The following table sets forth the right-of-use assets and operating lease liabilities as of August 31, 2019: Assets Right-of-use assets $ 606,199 Liabilities Current operating lease liabilities $ 281,205 Long-term operating lease liabilities 326,646 Total operating lease liabilities $ 607,851 The weighted average remaining lease term for the Company’s operating leases is 2.3 years. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 3 Months Ended |
Aug. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | August 31, May 31, Cash in banks $ 2,508,422 $ 3,072,218 Money market funds 304,097 622,771 $ 2,812,519 $ 3,694,989 |
Certificates of Deposit and M_2
Certificates of Deposit and Marketable Securities (Tables) | 3 Months Ended |
Aug. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of assets measured at fair value on recurring basis | August 31, 2019 Level 1 Level 2 Level 3 Total Certificates of Deposit $ - $ 245,000 $ - $ 245,000 Equity Securities 37,928 - - 37,928 $ 37,928 $ 245,000 $ - $ 282,928 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 | August 31, 2019 Amortized Gross Gross Recorded Certificates of Deposit $ 245,000 $ - $ - $ 245,000 Equity Securities 16,866 21,062 - 37,928 $ 261,866 $ 21,062 $ - $ 282,928 May 31, 2019 Amortized Gross Gross Recorded 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) | 3 Months Ended |
Aug. 31, 2019 | |
Leases [Abstract] | |
Schedule of future minimum lease payments of operating leases | Twelve Months Ended August 31 2020 $ 313,626 2021 187,693 2022 161,707 Total undiscounted operating lease payments 663,026 Less imputed interest 55,175 Present value of operating lease payments $ 607,851 |
Schedule of right-of-use assets and operating lease liabilities | Assets Right-of-use assets $ 606,199 Liabilities Current operating lease liabilities $ 281,205 Long-term operating lease liabilities 326,646 Total operating lease liabilities $ 607,851 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2018 | May 31, 2018 |
Summary of cash and cash equivalents | ||||
Cash in banks | $ 2,508,422 | $ 3,072,218 | ||
Money market funds | 304,097 | 622,771 | ||
Total | $ 2,812,519 | $ 3,694,989 | $ 4,951,686 | $ 5,323,437 |
Certificates of Deposit and M_3
Certificates of Deposit and Marketable Securities (Details) - USD ($) | Aug. 31, 2019 | May 31, 2019 |
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | $ 282,928 | $ 527,232 |
Equity Securities [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 37,928 | 35,232 |
Certificates of Deposit [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 245,000 | 492,000 |
Level 1 [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 37,928 | 35,232 |
Level 1 [Member] | Equity Securities [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 37,928 | 35,232 |
Level 1 [Member] | Certificates of Deposit [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | ||
Level 2 [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 245,000 | 492,000 |
Level 2 [Member] | Equity Securities [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | ||
Level 2 [Member] | Certificates of Deposit [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | 245,000 | 492,000 |
Level 3 [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | ||
Level 3 [Member] | Equity Securities [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total | ||
Level 3 [Member] | Certificates of Deposit [Member] | ||
Summary of Assets Measured Fair Value on Recurring Basis [Abstract] | ||
Assets measured at fair value, Total |
Certificates of Deposit and M_4
Certificates of Deposit and Marketable Securities (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2019 | May 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 261,866 | $ 508,866 |
Gross Unrealized Holding Gains | 21,062 | 18,366 |
Gross Unrealized Holding Losses | ||
Recorded Value | 282,928 | 527,232 |
Certificates of Deposit [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 245,000 | 492,000 |
Gross Unrealized Holding Gains | ||
Gross Unrealized Holding Losses | ||
Recorded Value | 245,000 | 492,000 |
Equity Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,866 | 16,866 |
Gross Unrealized Holding Gains | 21,062 | 18,366 |
Gross Unrealized Holding Losses | ||
Recorded Value | $ 37,928 | $ 35,232 |
Equity (Details)
Equity (Details) - shares | Sep. 10, 2019 | Aug. 29, 2018 | Aug. 28, 2018 | Aug. 23, 2018 | Jul. 30, 2018 | Jul. 24, 2018 | Aug. 31, 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"). | ||||||
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 | 143,900 | ||||||
Percentage of common stock issued and outstanding | 7.30% | ||||||
QAR Industries, Inc. [Member] | Robert Fitzgerald [Member] | Subsequent Event [Member] | |||||||
Equity (Textual) | |||||||
Beneficially shares of common stock | 139,200 | ||||||
Percentage of common stock issued and outstanding | 7.10% | ||||||
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) - $ / shares | Oct. 16, 2018 | Aug. 30, 2019 |
Other Matters (Textual) | ||
Aggregate of common stock, Shares | 819,491 | |
Description of common stock purchase | Aggregate purchase price of $5,956,712.50 in cash, subject to the terms and conditions contained in the Repurchase Agreement (the "Repurchase"). The Company also agreed to make a payment of $1,543,287.50 to the Investor Parties at the closing of the Repurchase for the settlement of all disputes between the parties, dismissal of any and all claims related thereto, including the lawsuits mentioned above, and the settlement and release of any and all matters (the "Settlement Payment"). | |
Investor Parties [Member] | ||
Other Matters (Textual) | ||
Common stock purchase | 320,000 | |
Common stock purchase price | $ 6.25 | |
Ownership percentage | 40.00% | |
Repurchase Agreement [Member] | ||
Other Matters (Textual) | ||
Common stock purchase | 633,074 | |
Common stock purchase price | $ 6.25 |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements (Details) | Jun. 01, 2019USD ($) |
Recently Adopted Accounting Pronouncements (Textual) | |
Increase in total assets and total liabilities | $ 690,000 |
Leases (Details)
Leases (Details) | Aug. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 313,626 |
2021 | 187,693 |
2022 | 161,707 |
Total undiscounted operating lease payments | 663,026 |
Less imputed interest | 55,175 |
Present value of operating lease payments | $ 607,851 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Aug. 31, 2019 | May 31, 2019 |
Assets | ||
Right-of-use assets | $ 606,199 | |
Liabilities | ||
Current operating lease liabilities | 281,205 | |
Long-term operating lease liabilities | 326,646 | |
Total operating lease liabilities | $ 281,205 |
Leases (Details Textual)
Leases (Details Textual) | 3 Months Ended |
Aug. 31, 2019USD ($)Offices | |
Leases (Textual) | |
Operating lease expense | $ | $ 96,958 |
Weighted average remaining lease term of operating leases | 2 years 3 months 19 days |
Number of offices | Offices | 3 |
Lease agreements expires, description | The lease agreements expire on February 28, 2020, December 31, 2020 and August 31, 2022, respectively, and do not include any renewal options. |