The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
The accompanying condensed consolidated interim financial
statements include the accounts of TSR, Inc. and its subsidiaries. Unless otherwise stated or the context otherwise requires, the terms
“we,” “us,” “our,” “TSR,” and the “Company” refer to TSR, Inc. and its subsidiaries.
All significant inter-company balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet
as of May 31, 2022, 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 (the “SEC”). 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 28, 2023 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, 2023. 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, 2022.
2. | Net Income Per Common Share |
Basic net income per common share is
computed by dividing net income available to common stockholders of TSR by the weighted average number of common shares outstanding during
the reporting period, excluding the effects of any potentially dilutive securities. During the quarter ended February 28, 2021, the Company
granted time and performance vesting restricted stock awards under its 2020 Equity Incentive Plan (see Note 16 for further information).
Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the reporting period. The common
stock equivalents associated with these restricted stock awards of 99,940, 0, 94,829, and 83,830 have been included for dilutive shares
outstanding for the three and nine months ended February 28, 2023 and 2022, respectively. There were no dilutive shares in the quarter
ended February 28, 2022 due to a net loss for the quarter.
3. | Cash and Cash Equivalents |
The Company considers short-term highly
liquid investments with original 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 28, 2023 and May 31, 2022:
| |
February 28, 2023 | | |
May 31, 2022 | |
Cash in banks | |
$ | 5,728,624 | | |
$ | 6,436,012 | |
Certificates of deposit | |
| 495,000 | | |
| - | |
Money market funds | |
| 1,345,933 | | |
| 54,146 | |
| |
$ | 7,569,577 | | |
$ | 6,490,158 | |
4. | Fair Value of Financial Instruments |
Accounting Standards Codification (“ASC”) Topic
825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. For cash and cash equivalents,
accounts receivable, accounts and other payables, accrued liabilities and advances from customers, the amounts presented in the condensed
consolidated financial statements approximate fair value because of the short-term maturities of these instruments.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
5. | Certificates of Deposit and Marketable Securities |
The Company has characterized its investments
in 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 28, 2023 and May 31, 2022 using quoted prices in active markets for
identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3):
February 28, 2023 | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Certificates of Deposit | |
$ | 990,000 | | |
$ | - | | |
$ | - | | |
$ | 990,000 | |
Equity Securities | |
| 19,944 | | |
| - | | |
| - | | |
| 19,944 | |
| |
$ | 1,009,944 | | |
$ | - | | |
$ | - | | |
$ | 1,009,944 | |
May 31, 2022 | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Equity Securities | |
$ | 35,536 | | |
$ | - | | |
$ | - | | |
$ | 35,536 | |
Based upon the Company’s intent
and ability to hold its certificates of deposit to maturity (which range up to 12 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 marketable securities
at February 28, 2023 and May 31, 2022 are summarized as follows:
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
February 28, 2023 | |
Amortized Cost | | |
Gross Unrealized Holding Gains | | |
Gross Unrealized Holding Losses | | |
Recorded Value | |
Certificates of Deposit | |
$ | 990,000 | | |
$ | - | | |
$ | - | | |
$ | 990,000 | |
Equity Securities | |
| 16,866 | | |
| 3,078 | | |
| - | | |
| 19,944 | |
| |
$ | 1,006,866 | | |
$ | 3,078 | | |
$ | - | | |
$ | 1,109,944 | |
May 31, 2022 | |
Amortized Cost | | |
Gross Unrealized Holding Gains | | |
Gross Unrealized Holding Losses | | |
Recorded Value | |
Equity Securities | |
$ | 16,866 | | |
$ | 18,670 | | |
$ | - | | |
$ | 35,536 | |
The Company’s investments in
marketable securities consist primarily of investments in 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.
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 except for the litigation disclosed elsewhere in this report, including
in Notes 9, 10 and 13 to the condensed consolidated financial statements and in the section titled “Item 1, Legal Proceedings”
in Part II of this report.
The Company leases the space for its
offices in Hauppauge and New Jersey. The lease for the New York City office expired on August 31, 2022 and was not replaced. 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 are in our condensed consolidated balance
sheets.
The Company’s leases for its
offices are classified as operating leases.
The lease agreements for Hauppauge
and New Jersey expire on December 31, 2023 and May 31, 2027, respectively, and do not include any renewal options. During the fiscal year
ended May 31, 2021, the Company extended its lease in Hauppauge, entered into a lease in a new location for its New Jersey office expiring
May 31, 2027 and entered into an agreement to sublease the space in New York City, which expired August 31, 2022 at the end of the underlying
office lease.
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 February
28, 2023 and 2022, the Company’s operating lease expense for these leases was $65,000 and $85,000, respectively. For the nine months
ended February 28, 2023 and 2022, the Company’s operating lease expense for these leases was $214,000 and $240,000, respectively.
As there are no explicit rates provided
in our leases, the Company’s incremental borrowing rate was used based on the information available as of the commencement date
in determining the present value of the future lease payments. Future minimum lease payments under non-cancellable operating leases as
of February 28, 2023 are as follows:
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
Twelve Months Ending February 28, | |
| |
2024 | |
$ | 203,248 | |
2025 | |
| 123,085 | |
2026 | |
| 126,162 | |
2027 | |
| 129,316 | |
2028 | |
| 32,527 | |
Thereafter | |
| - | |
Total undiscounted operating lease payments | |
| 614,338 | |
Less imputed interest | |
| 76,640 | |
Present value of operating lease payments | |
$ | 537,698 | |
The following table sets forth the
right-of-use assets and operating lease liabilities as of February 28, 2023:
Assets | |
| |
Right-of-use assets, net | |
$ | 503,638 | |
Liabilities | |
| | |
Current operating lease liabilities | |
$ | 171,503 | |
Long-term operating lease liabilities | |
| 366,195 | |
Total operating lease liabilities | |
$ | 537,698 | |
The weighted average remaining lease
term for the Company’s operating leases is 1.9 years.
On November 27,
2019, TSR closed on a revolving credit facility (the “Credit Facility”) pursuant to a Loan and Security Agreement with Access
Capital, Inc. (the “Lender”) which provides 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. 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 28, 2023 was 7.75%,
indicating an interest rate of 9.50% on the line of credit. The initial term of the Credit Facility is five years, which shall automatically
renew for successive five-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. The Company was in compliance with all covenants at February 28, 2023.
As of February 28, 2023, the net payments
exceeded borrowings outstanding against this Credit Facility resulting in a receivable from the Lender of $23,954 which is included in
“Other receivables” on the condensed consolidated balance sheet. The amount the Company has borrowed fluctuates and, at times,
it has utilized the maximum amount of $2,000,000 available under the facility to fund its payroll and other obligations.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
9. | Termination of Former CEO |
The Company terminated
Christopher Hughes, the former Chief Executive Officer of the Company (“Hughes”), effective February 29, 2020. 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 the duty of good faith and fair dealing. Hughes alleged 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 Hughes, Hughes sought severance pay in the amount of $1,000,000 and reasonable costs and attorney’s
fees. The Company denied Hughes’ allegations and filed various counterclaims against Hughes.
In October 2021,
the Company and Hughes agreed through mediation to settle this matter. In order to avoid lengthy and costly litigation and discovery expenses,
the Company has paid Hughes $705,000 to settle all claims. After adjusting for insurance reimbursement, the Company accrued a charge of
$580,000 to selling, general and administrative expenses in the quarter ended August 31, 2021.
10. | 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
it agreed, among other things, 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. In exchange
for certain releases, the Term Sheet called 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 $300,000 also on June 30, 2022, payable in cash or common stock at the Company’s option. There was
no interest due on these payments. The Company accrued $818,000, the estimated present value of
these payments using an effective interest rate of 5%, in the quarter ended February 29, 2020, as the events relating to the expense occurred
prior to such date. The $300,000 payment due June 30, 2021 was paid during the quarter ended August 31, 2021. The
two cash payments of $300,000 each were made by June 30, 2022 in full satisfaction of the settlement.
11. | Paycheck Protection Program Loan |
On April 15, 2020, the Company received
loan proceeds of $6,659,220 under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (“PPP”)
was established under the recent congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)
and is administered by the U.S. Small Business Administration (“SBA”). The PPP Loan to the Company was made through JPMorgan
Chase Bank, N.A., a national banking association (“PPP Lender”).
In March 2021, the Company submitted
a PPP Loan Forgiveness application to the SBA through the PPP Lender. On July 7, 2021, the Company received notification from the PPP
Lender that the SBA approved the Company’s application for forgiveness of the entire principal amount of the PPP Loan plus accrued
interest. The PPP Lender has applied the forgiveness amount to satisfy the PPP Loan. The Company has no further obligations with respect
to the PPP Loan. The Company recognized “Other Income” of $6,735,246 in the quarter ended August 31, 2021 related to the forgiveness
of the loan principal and accrued interest. It should be noted that the SBA has a six-year period to review the forgiveness calculation.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
The Company amortizes its intangible
assets over their estimated useful lives and will review these assets for impairment when there is evidence that events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparing
the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If intangible assets are considered to
be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.
Intangible assets are as follows:
| |
May 31, | | |
| | |
February 28, | |
| |
2022 | | |
Amortization | | |
2023 | |
| |
| | |
| | |
| |
Database (estimated life 5 years) | |
$ | 149,500 | | |
$ | 34,500 | | |
$ | 115,000 | |
Non-compete agreement (estimated life 2 years) | |
| 1,250 | | |
| 1,250 | | |
| - | |
Trademark (estimated life 3 years) | |
| 25,000 | | |
| 15,000 | | |
| 10,000 | |
Customer relationships (estimated life 15 years) | |
| 1,325,000 | | |
| 75,000 | | |
| 1,250,000 | |
Total | |
$ | 1,500,750 | | |
$ | 125,750 | | |
$ | 1,375,000 | |
No instances of triggering events or
impairment indicators were identified as of February 28, 2023.
13. | Related Party Transactions |
On January 5, 2021, the members of
the Board of Directors of the Company other than Robert Fitzgerald approved providing a waiver to QAR Industries, Inc. for its contemplated
acquisition of shares owned by Fintech Consulting LLC under the Company’s then existing rights agreement (which covered a now non-existent
class of Class A preferred stock) so that a distribution date would not occur under such agreement as a result of the acquisition. QAR
Industries, Inc. and Fintech Consulting LLC were both principal stockholders of the Company, each owning more than 5% of the Company’s
outstanding common stock prior to the consummation of the acquisition. Robert Fitzgerald is the President and majority shareholder of
QAR Industries, Inc. The other directors of the Company are not affiliated with QAR Industries, Inc.
On February 3, 2021,
the transaction was completed and QAR Industries, Inc. purchased 348,414 shares of TSR’s common stock from Fintech Consulting LLC
at a price of $7.25 per share. At the same time, Bradley M. Tirpak, Chairman of TSR, purchased 27,586 shares of TSR’s common stock
from Fintech Consulting LLC at a price of $7.25 per share. The foregoing transaction was the subject of litigation due to a complaint
filed by Fintech Consulting LLC on December 1, 2021 in the United States District Court for the District of New Jersey under docket Fintech
Consulting LLC v. TSR, Inc. et als, Docket No. 2:21-cv-20181-KSH-AME (the “New Jersey Action”). The New Jersey Action
was dismissed on December 7, 2022 on jurisdictional grounds on the motion of TSR. Following that dismissal, Fintech Consulting LLC re-filed
the lawsuit regarding the foregoing transaction in the Delaware Court of Chancery on January 12, 2023 under docket number Fintech Consulting
LLC DBA APTASK v. TSR, Inc., et al., civil action no. 2023-0030-MTZ (the “Delaware Chancery Action”). On January
23, 2023, the Delaware Chancery Action was dismissed without prejudice. On January 22, 2023, Fintech Consulting LLC filed an action in
the United States District Court for the District of Delaware under docket Fintech Consulting, LLC v. TSR, Inc., et al, Case Number:
1:23-cv-00074-MN (U.S. Dist. Ct. Dist. of Delaware) (the “Delaware Federal Action”). The Delaware Federal Action remains
pending. To avoid the time and expense of litigation, the parties are in negotiations to settle this matter. As a result, the Company
has accrued $75,000 in the quarter ended February 28, 2023 as an estimate of the possible settlement amount. Please refer to “Item
1, Legal Proceedings” in Part II of this report for more information on these matters.
The Company has
provided placement services for an entity in which a Board of Director of the Company is the CEO. Revenues for such services in fiscal
2022 were approximately $59,000. Revenues for the quarter and nine months ending February 28, 2023 were $35,000 and $71,000, respectively.
There were no amounts outstanding as accounts receivable from this entity as of May 31, 2022 or February 28, 2023. There was no activity
with this client in the quarter and nine months ended February 28, 2022.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
Our certificate
of incorporation, as amended, authorizes the issuance of up to 12,500,000 shares of common stock, $0.01 par value per share.
On October 8, 2021,
the Company filed an automatic shelf registration statement on Form S-3 (File No. 333-260152) (the “2021 TSRI Shelf”) which
contains (i) a base prospectus, which covers the offering, issuance and sale by the Company of up to $5,000,000 in the aggregate of shares
of common stock from time to time in one or more offerings; and (ii) a sales agreement prospectus, which covers the offering, issuance
and sale by the Company of up to $4,167,000 in the aggregate of shares of common stock that may be issued and sold from time to time under
an at-the-market sales agreement (the “2021 ATM”) by and between the Company and A.G.P./Alliance Global Partners, as sales
agent (the “2021 Agent”). The $4,167,000 of common stock that may be offered, issued and sold under the sales agreement prospectus
is included in the $5,000,000 of shares of common stock that may be offered, issued and sold by the Company under the base prospectus.
Upon termination of the sales agreement, any portion of the $4,167,000 included in the sales agreement prospectus that is not sold pursuant
to the sales agreement will be available for sale in other offerings pursuant to the base prospectus and if no shares are sold under the
agreement, the full $4,167,000 of securities may be sold in other offerings pursuant to the base prospectus. Under the 2021 ATM, we pay
the 2021 Agent a commission rate equal to 3.0% of the gross sales price per share of all shares sold through the 2021 Agent under
the sales agreement.
During the quarter
ended February 28, 2022, we sold an aggregate of 142,500 shares of common stock pursuant to the 2021 ATM for total gross proceeds
of $1,965,623 at an average selling price of $13.79 per share, resulting in net proceeds of $1,821,090 after deducting $144,533 in
commissions and other transactions costs. There were no shares sold during the quarter or nine months ended February 28, 2023.
The 2021 TSRI Shelf
is currently our only active shelf-registration statement. We may offer TSR common stock registered under the 2021 TSRI Shelf from time
to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our
stockholders. We believe that the 2021 TSRI Shelf provides us with the flexibility to raise additional capital to finance our operations
as needed. However, there is no assurance we will be successful in doing so.
15. | Stock-based Compensation Expense |
On January 28, 2021, the Company granted
108,333 shares in time vesting restricted stock awards and 69,167 shares in time and performance vesting restricted stock awards to officers,
directors and key employees under the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”). The time vesting shares vest in tranches
at the one-, two- and three-year anniversaries of the grants (“service condition”). These shares had a grant date fair value
of $826,000 based on the closing price of TSR’s common stock on the day prior to the grants. The associated compensation expense
is recognized on a straight-line basis over the time between grant date and the date the shares vest (the “service period”).
The time and performance vesting shares
also vest in tranches at or after the two- and three-year anniversaries of the grants. The performance condition is defined in the grant
agreements and relates to the market price of the Company’s common stock over a stated period of time (“market condition”).
These shares had a grant date value of $262,000 based on the closing price of TSR common shares on the day prior to the grants discounted
by an estimated forfeiture rate of 40-60%. The Company took into account the historical volatility of its common stock to assess the probability
of satisfying the market condition. The associated compensation expense is recognized on a straight-line basis between the time the achievement
of the performance criteria is deemed probable and the time the shares may vest. During the three months and nine months ended February
28, 2023 and 2022, $55,000, $141,000, $193,000 and $496,000, respectively, have been recorded as stock-based compensation expense and
included in selling, general and administrative expenses. As of February 28, 2023, there is approximately $94,000 of unearned compensation
expense that will be expensed through January 2024; 142,666 stock awards expected to vest; 82,499 awards vested to date, of which 16,635
were forfeited to pay taxes applicable to the stock awards.
TSR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2023
(Unaudited)
16. | Stock Repurchase Program |
On September 12, 2022, the Board of
Directors authorized a stock repurchase program of up to $500,000 of the Company’s outstanding common stock, par value $0.01 per
share. The stock repurchase program commenced two business days after the filing of the related Form 8-K and is authorized for the next
twelve (12) months.
The shares may be repurchased from
time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance
with federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by the Board
of Directors at its discretion and will depend on a number of factors, including the market price of Company’s stock, general market
and economic conditions, and applicable legal and contractual requirements. The Company has no obligation or commitment to repurchase
all or any portion of the shares covered by this authorization.
During the three months and nine months
ended February 28, 2023, 8,017 and 22,834 shares of the Company’s common stock were repurchased at an aggregate cost of $64,043
and $180,469, respectively. No shares were repurchased in the three months and nine months ended February 28, 2022.
TSR,
INC. AND SUBSIDIARIES