SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the | |
OR | ||
☐ | Transmission Report Pursuant to Section 13 or 15(d) of the |
Commission file number: 001-32046
Simulations Plus, Inc.
(Name of registrant as specified in its charter)
California | 95-4595609 |
(State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer identification No.) |
42505 10th Street West
Lancaster, CA 93534-7059
(Address of principal executive offices including zip code)
(661) 723-7723
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Common Stock, par value $0.001 per share | Trading Symbol SLP | Name of Each Exchange on Which Registered NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingsfiling requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonacceleratednon-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
☐ Large accelerated | ☐ Accelerated |
☒ Non-accelerated Filer | ☒ Smaller reporting company |
☐ Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of January 5,July 12, 2021, was 19,964,659 ; no shares of preferred stock were outstanding.
Simulations Plus, Inc.
FORM 10-Q
For the Quarterly Period Ended November 30, 2020May 31, 2021
Table of Contents
2 |
Part I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) | (Audited) | (Unaudited) | (Audited) | |||||||||||||
November 30, | August 31, | May 31, | August 31, | |||||||||||||
(in thousands, except share and per share amounts) | 2020 | 2020 | 2021 | 2020 | ||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and cash equivalents | $ | 27,651 | $ | 49,207 | $ | 58,811 | $ | 49,207 | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $50 and $50 | 7,331 | 7,422 | ||||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $100 and $50 | 12,962 | 7,422 | ||||||||||||||
Revenues in excess of billings | 2,837 | 3,093 | 3,883 | 3,093 | ||||||||||||
Prepaid income taxes | 560 | 970 | 492 | 970 | ||||||||||||
Prepaid expenses and other current assets | 1,738 | 1,596 | 1,602 | 1,596 | ||||||||||||
Short-term investments | 91,115 | 66,804 | 60,948 | 66,804 | ||||||||||||
Total current assets | 131,232 | 129,092 | 138,698 | 129,092 | ||||||||||||
Long-term assets | ||||||||||||||||
Capitalized computer software development costs, net of accumulated amortization of $13,906 and $13,582 | 6,490 | 6,087 | ||||||||||||||
Capitalized computer software development costs, net of accumulated amortization of $14,616 and $13,582 | 7,326 | 6,087 | ||||||||||||||
Property and equipment, net | 596 | 438 | 1,260 | 438 | ||||||||||||
Operating lease right of use assets | 768 | 927 | ||||||||||||||
Intellectual property, net of accumulated amortization of $5,444 and $5,087 | 11,541 | 11,898 | ||||||||||||||
Other intangible assets, net of accumulated amortization of $1,779 and $1,642 | 6,871 | 7,008 | ||||||||||||||
Operating lease right-of-use assets | 1,405 | 927 | ||||||||||||||
Intellectual property, net of accumulated amortization of $6,159 and $5,087 | 10,826 | 11,898 | ||||||||||||||
Other intangible assets, net of accumulated amortization of $2,054 and $1,642 | 6,596 | 7,008 | ||||||||||||||
Goodwill | 12,921 | 12,921 | 12,921 | 12,921 | ||||||||||||
Other assets | 51 | 51 | 51 | 51 | ||||||||||||
Total assets | $ | 170,470 | $ | 168,422 | $ | 179,083 | $ | 168,422 | ||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accounts payable | $ | 332 | $ | 351 | $ | 298 | $ | 351 | ||||||||
Accrued payroll and other expenses | 2,300 | 2,251 | 2,598 | 2,251 | ||||||||||||
Income taxes payable | 16 | 0 | ||||||||||||||
Current portion - contracts payable | 2,000 | 2,000 | 3,333 | 2,000 | ||||||||||||
Billings in excess of revenues | 206 | 141 | 127 | 141 | ||||||||||||
Operating lease liability, current portion | 395 | 463 | 426 | 463 | ||||||||||||
Deferred revenue | 244 | 300 | 542 | 300 | ||||||||||||
Total current liabilities | 5,477 | 5,506 | 7,340 | 5,506 | ||||||||||||
Long-term liabilities | ||||||||||||||||
Deferred income taxes, net | 2,401 | 2,354 | 2,270 | 2,354 | ||||||||||||
Operating lease liability | 376 | 463 | 980 | 463 | ||||||||||||
Payments due under contracts payable | 4,185 | 4,064 | 3,095 | 4,064 | ||||||||||||
Total liabilities | 12,439 | 12,387 | 13,685 | 12,387 | ||||||||||||
Commitments and contingencies | ||||||||||||||||
Shareholders' equity | ||||||||||||||||
Preferred stock, $ | par value shares authorized, shares issued and outstanding0 | 0 | 0 | 0 | ||||||||||||
Common stock, $ | par value and additional paid in capital – shares authorized, and shares issued and outstanding129,253 | 128,541 | ||||||||||||||
Common stock, $ | par value and additional paid-in capital — shares authorized, and shares issued and outstanding131,994 | 128,541 | ||||||||||||||
Retained earnings | 28,720 | 27,436 | 33,310 | 27,436 | ||||||||||||
Accumulated other comprehensive income | 58 | 58 | 94 | 58 | ||||||||||||
Total shareholders' equity | 158,031 | 156,035 | 165,398 | 156,035 | ||||||||||||
Total liabilities and shareholders' equity | $ | 170,470 | $ | 168,422 | $ | 179,083 | $ | 168,422 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)For the three and nine months ended May 31, 2021 and May 31, 2020
Three Months Ended November 30, | ||||||||||||||||||||||||
(in thousands, except per common share amounts) | 2020 | 2019 | Three Months Ended | Nine Months Ended | ||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||
Revenues | $ | 10,701 | $ | 9,401 | $ | 12,777 | $ | 12,298 | $ | 36,625 | $ | 32,049 | ||||||||||||
Cost of revenues | 2,433 | 2,643 | 2,471 | 2,666 | 7,815 | 7,975 | ||||||||||||||||||
Gross margin | 8,268 | 6,758 | 10,306 | 9,632 | 28,810 | 24,074 | ||||||||||||||||||
Operating expenses | ||||||||||||||||||||||||
Selling, general, and administrative | 4,408 | 3,514 | 5,094 | 5,023 | 14,960 | 12,646 | ||||||||||||||||||
Research and development | 809 | 526 | 670 | 752 | 2,771 | 2,026 | ||||||||||||||||||
Total operating expenses | 5,217 | 4,040 | 5,764 | 5,775 | 17,731 | 14,672 | ||||||||||||||||||
Income from operations | 3,051 | 2,718 | 4,542 | 3,857 | 11,079 | 9,402 | ||||||||||||||||||
Other income (expense) | ||||||||||||||||||||||||
Interest income | 61 | 11 | 37 | 5 | 156 | 27 | ||||||||||||||||||
Change in valuation of contingent consideration | (121 | ) | 0 | |||||||||||||||||||||
Income on currency exchange | 5 | 4 | ||||||||||||||||||||||
Total other income (expense) | (55 | ) | 15 | |||||||||||||||||||||
Interest expense | 0 | 0 | (22 | ) | 0 | |||||||||||||||||||
Change in value of contingent consideration | (121 | ) | (81 | ) | (364 | ) | (81 | ) | ||||||||||||||||
Income/(Loss) on currency exchange | 33 | (1 | ) | 61 | 1 | |||||||||||||||||||
Total other income (expense), net | (51 | ) | (77 | ) | (169 | ) | (53 | ) | ||||||||||||||||
Income before provision for income taxes | 2,996 | 2,733 | 4,491 | 3,780 | 10,910 | 9,349 | ||||||||||||||||||
Provision for income taxes | (517 | ) | (675 | ) | (704 | ) | (844 | ) | (1,433 | ) | (2,205 | ) | ||||||||||||
Net Income | $ | 2,479 | $ | 2,058 | $ | 3,787 | $ | 2,936 | $ | 9,477 | $ | 7,144 | ||||||||||||
Earnings per share | ||||||||||||||||||||||||
Basic | $ | 0.12 | $ | 0.12 | $ | 0.19 | $ | 0.17 | $ | 0.47 | $ | 0.40 | ||||||||||||
Diluted | $ | 0.12 | $ | 0.11 | $ | 0.18 | $ | 0.16 | $ | 0.46 | $ | 0.39 | ||||||||||||
Weighted-average common shares outstanding | ||||||||||||||||||||||||
Basic | 19,930 | 17,609 | 20,105 | 17,735 | 20,014 | 17,661 | ||||||||||||||||||
Diluted | 20,799 | 18,307 | 20,802 | 18,427 | 20,750 | 18,334 | ||||||||||||||||||
Other Comprehensive Income, net of tax | ||||||||||||||||||||||||
Foreign currency translation adjustments | 40 | 30 | 36 | 30 | ||||||||||||||||||||
Comprehensive Income | $ | 3,827 | $ | 2,966 | $ | 9,513 | $ | 7,174 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)For the three and nine months ended May 31, 2021 and May 31, 2020
(in thousands, except per common share amounts) | Three Months Ended | Nine Months Ended | ||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Common stock and additional paid in capital | ||||||||||||||||
Balance, beginning of period | $ | 130,713 | $ | 16,414 | $ | 128,541 | $ | 15,327 | ||||||||
Exercise of stock options | 576 | 204 | 1,412 | 507 | ||||||||||||
Stock-based compensation | 618 | 287 | 1,784 | 927 | ||||||||||||
Shares issued to Directors for services | 87 | 73 | 257 | 217 | ||||||||||||
Shares issued - Lixoft | 0 | 3,261 | – | 3,261 | ||||||||||||
Balance, end of period | $ | 131,994 | $ | 20,239 | $ | 131,994 | $ | 20,239 | ||||||||
Retained earnings | ||||||||||||||||
Balance, beginning of period | $ | 30,730 | $ | 24,448 | $ | 27,436 | $ | 22,355 | ||||||||
Declaration of dividend | (1,207 | ) | (1,066 | ) | (3,603 | ) | (3,181 | ) | ||||||||
Net income | 3,787 | 2,936 | 9,477 | 7,144 | ||||||||||||
Balance, end of period | $ | 33,310 | $ | 26,318 | $ | 33,310 | $ | 26,318 | ||||||||
Accumulated other comprehensive income | ||||||||||||||||
Balance, beginning of period | $ | 54 | $ | – | $ | 58 | $ | – | ||||||||
Other comprehensive income | 40 | 30 | 36 | 30 | ||||||||||||
Balance, end of period | $ | 94 | $ | 30 | $ | 94 | $ | 30 | ||||||||
Total shareholders’ equity | - | - | 156,035 | - | ||||||||||||
Other comprehensive income (loss) | - | - | - | - | ||||||||||||
Total shareholders’ equity | $ | 165,398 | $ | 46,587 | $ | 165,398 | $ | 46,587 | ||||||||
Cash dividends declared per common share | $ | 0.06 | $ | 0.06 | $ | 0.18 | $ | 0.18 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Three months Ended November 30, | ||||||||
(in thousands, except per common share amounts) | 2020 | 2019 | ||||||
Common stock and additional paid in capital | ||||||||
Balance, beginning of period | $ | 128,541 | $ | 15,327 | ||||
Exercise of stock options | 180 | 136 | ||||||
Stock-based compensation | 449 | 295 | ||||||
Shares issued to Directors for services | 83 | 72 | ||||||
Balance, end of period | $ | 129,253 | $ | 15,830 | ||||
Retained earnings | ||||||||
Balance, beginning of period | $ | 27,436 | $ | 22,355 | ||||
Declaration of dividend | (1,195 | ) | (1,056 | ) | ||||
Net income | 2,479 | 2,058 | ||||||
Balance, end of period | $ | 28,720 | $ | 23,357 | ||||
Accumulated other comprehensive income | ||||||||
Balance, beginning of period | $ | 58 | $ | – | ||||
Other comprehensive income | – | – | ||||||
Balance, end of period | $ | 58 | $ | – | ||||
Balance, beginning of period | 156,035 | – | ||||||
Other comprehensive income | – | |||||||
Total shareholders’ equity | $ | 158,031 | $ | 39,187 | ||||
Common dividends declared per common share | $ | 0.06 | $ | 0.06 | ||||
5 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||||
(in thousands) | May 31, 2021 | May 31, 2020 | ||||||
Cash flows from operating activities | ||||||||
Net income | $ | 9,477 | $ | 7,144 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | 2,662 | 2,134 | ||||||
Change in value of contingent consideration | 364 | 81 | ||||||
Amortization of investment premiums | 1,752 | 0 | ||||||
Stock-based compensation | 2,041 | 1,144 | ||||||
Deferred income taxes | (84 | ) | 44 | |||||
Currency translation adjustments | 36 | 0 | ||||||
(Increase) decrease in | ||||||||
Accounts receivable | (5,540 | ) | (5,269 | ) | ||||
Revenues in excess of billings | (790 | ) | 396 | |||||
Prepaid income taxes | 478 | 553 | ||||||
Prepaid expenses and other assets | (6 | ) | 7 | |||||
Increase (decrease) in | ||||||||
Accounts payable | (51 | ) | 324 | |||||
Accrued payroll and other expenses | 347 | 27 | ||||||
Accrued income taxes | 16 | 0 | ||||||
Billings in excess of revenues | (14 | ) | (529 | ) | ||||
Deferred revenue | 242 | 48 | ||||||
Net cash provided by operating activities | 10,930 | 6,104 | ||||||
Cash flows provided by (used in) investing activities | ||||||||
Purchases of property and equipment | (966 | ) | (106 | ) | ||||
Purchases of short-term investments | (63,964 | ) | 0 | |||||
Proceeds from sale of short-term investments | 68,068 | 0 | ||||||
Cash used to acquire subsidiaries | 0 | (9,471 | ) | |||||
Cash received in acquisition | 0 | 3,799 | ||||||
Capitalized computer software development costs | (2,273 | ) | (1,733 | ) | ||||
Net cash provided by (used in) investing activities | 865 | (7,511 | ) | |||||
Cash flows used in financing activities | ||||||||
Payment of dividends | (3,603 | ) | (3,181 | ) | ||||
Proceeds from the exercise of stock options | 1,412 | 507 | ||||||
Net cash used in financing activities | (2,191 | ) | (2,674 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 9,604 | (4,081 | ) | |||||
Cash and cash equivalents, beginning of year | 49,207 | 11,435 | ||||||
Cash and cash equivalents, end of period | $ | 58,811 | $ | 7,354 | ||||
Supplemental disclosures of cash flow information | ||||||||
Income taxes paid | $ | 893 | $ | 1,614 | ||||
Non-cash investing and financing activities | ||||||||
Stock issued for acquisition of Lixoft | $ | 0 | $ | 3,261 | ||||
Creation of contract liabilities for acquisition of subsidiaries | $ | 0 | $ | 4,528 | ||||
Right-of-use assets capitalized | $ | 905 | $ | 1,471 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended November 30, | ||||||||
(in thousands) | 2020 | 2019 | ||||||
Cash flows from operating activities | ||||||||
Net income | $ | 2,479 | $ | 2,058 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | 865 | 671 | ||||||
Change in value of contingent consideration | 121 | 0 | ||||||
Amortization of note premiums | 630 | 0 | ||||||
Stock-based compensation | 532 | 367 | ||||||
Deferred income taxes | 47 | (28 | ) | |||||
(Increase) decrease in | ||||||||
Accounts receivable | 91 | (1,327 | ) | |||||
Revenues in excess of billings | 256 | (247 | ) | |||||
Prepaid income taxes | 410 | 678 | ||||||
Prepaid expenses and other assets | (141 | ) | 143 | |||||
Increase (decrease) in | ||||||||
Accounts payable | (15 | ) | 381 | |||||
Accrued payroll and other expenses | 49 | (44 | ) | |||||
Billings in excess of revenues | 65 | 91 | ||||||
Deferred revenue | (56 | ) | (109 | ) | ||||
Net cash provided by operating activities | 5,333 | 2,634 | ||||||
Cash flows used in investing activities | ||||||||
Purchases of property and equipment | (205 | ) | (32 | ) | ||||
Purchases of short-term investments | (30,959 | ) | 0 | |||||
Proceeds from sale of short-term investments | 6,018 | 0 | ||||||
Capitalized computer software development costs | (728 | ) | (507 | ) | ||||
Net cash used in investing activities | (25,874 | ) | (539 | ) | ||||
Cash flows used in financing activities | ||||||||
Payment of dividends | (1,195 | ) | (1,056 | ) | ||||
Proceeds from the exercise of stock options | 180 | 136 | ||||||
Net cash used in financing activities | (1,015 | ) | (920 | ) | ||||
Net increase (decrease) in cash and cash equivalents | (21,556 | ) | 1,175 | |||||
Cash and cash equivalents, beginning of year | 49,207 | 11,435 | ||||||
Cash and cash equivalents, end of period | $ | 27,651 | $ | 12,610 | ||||
Supplemental disclosures of cash flow information | ||||||||
Income taxes paid | $ | 57 | $ | 25 | ||||
Non-Cash Investing and Financing Activities | ||||||||
Right of use assets capitalized | $ | 0 | $ | 903 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6 |
SIMULATIONS PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: GENERAL
This report on Form 10-Q for the quarter ended November 30, 2020,May 31, 2021, should be read in conjunction with the Company's annual reportour Annual Report on Form 10-K for the year ended August 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on November 16, 2020. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of Simulations Plus, Inc. ("we", "our", "us"), the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year.
Organization
Simulations Plus, Inc. (“Simulations Plus”, “Lancaster”) was incorporated on July 17, 1996. In September 2014, Simulations Plus acquired all of the outstanding equity interests of Cognigen Corporation (“Cognigen”, “Buffalo”) and Cognigen became a wholly owned subsidiary of Simulations Plus, Inc. In June 2017, Simulations Plus acquired DILIsym Services, Inc. (DILIsym)(“DILIsym”) as a wholly owned subsidiary. In April 2020, Simulations Plus, Inc. acquired Lixoft, a French société par actions simplifiée (“Lixoft”, “Paris”) as a wholly owned subsidiary pursuant to a stock purchase and contribution agreement. (Collectively, “Company”, “we”, “us”, “our”).
Lines of Business
The Company designsWe are a premier developer of drug discovery and developsdevelopment software for modeling and simulation, and for the prediction of molecular properties utilizing artificial intelligence and machine learning based technology. We also provide consulting services ranging from early drug discovery through preclinical and clinical trial data analysis and for submissions to regulatory agencies. Our software and consulting services are provided to major pharmaceutical, simulation softwarebiotechnology, agrochemical, cosmetics and food industry companies, and to promote cost-effective solutions to a number of problems in pharmaceutical research andregulatory agencies worldwide for use in the educationconduct of pharmacy and medical students, and it provides consulting services to the pharmaceutical and chemical industries. Recently, the Company has begun to explore developing software applications for health care outside of the pharmaceutical industry. industry-based research.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Simulations Plus, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Actual results could differ from those estimates. Significant accounting policies for us include revenue recognition, accounting for capitalized computer software development costs, valuation of stock options, and accounting for income taxes.
Reclassifications
Certain numbers in the prior year have been reclassified to conform to the current year's presentation.
Revenue Recognition
We generate revenue primarily from the sale of software licenses and by providing consulting services to the pharmaceutical industry for drug development.
7 |
In accordance with Accounting Standards Codification Topic 606 (ASC Topic 606), “Revenue from Contracts with Customers”, the Company determineswe determine revenue recognition through the following steps:
i. | Identification of the contract, or contracts, with a customer |
ii. | Identification of the performance obligations in the contract |
iii. | Determination of the transaction price |
iv. | Allocation of the transaction price to the performance obligations in the contract |
v. | Recognition of revenue when, or as, |
Deferred Commissions
Sales commissions earned by our sales force and our commissioned sales representatives are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts are deferred and then amortized on a straight-line basis over a period of benefit. We determineddetermine the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in sales and marketing expenses on the condensed consolidated statements of operations.
We apply the practical expedient in ASC Topic 606 to expense costs as incurred for sales commissions when the period of benefit would have been one year or less. Most of our contracts are of a duration of one year or less, while few, if any of the longer-term contracts have commissions associated with them.
Practical Expedients and Exemptions
The Company hasWe have elected the following additional practical expedients in applying Topic 606:
· | Commission Expense: We apply the practical expedient in ASC Topic 606 to expense costs as incurred for sales commissions when the period of benefit is one year or less. Most of our contracts are of a duration of one year or |
· | Transaction Price Allocated to Future Performance Obligations : ASC 606 requires that
|
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considerswe consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Accounts Receivable
We analyze the age of customer balances, historical bad-debt experience, customer creditworthiness, and changes in customer payment terms when making estimates of the collectability of the Company’sour trade accounts receivable balances. If we determine that the financial conditions of any of itsour customers have deteriorated, whether due to customer-specific or general economic issues, an increase in the allowance may be made. Accounts receivable are written off when allreasonable collection attempts have failed.
8 |
Investments
We may invest excess cash balances in short-term and long-term marketable debt securities. Investments may consist of certificates of deposit,deposits, money market accounts,funds, U.S. government-sponsored enterpriseagency securities, corporate bonds, floating rate securities, municipal securities and/or commercial paper. The Company accountspaper within the parameters of our Investment Policy and Guidelines. We account for its investmentour investments in marketable securities in accordance with Financial Accounting Standards Board (FASB) ASC 320, Investments – Debt and Equity Securities. This statement requires debt securities to be classified into three categories:
Held-to-maturity—Debt securities that the entity has the positive intent and ability to hold to maturity are reported at amortized cost. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security. No gains or losses on investment securities are realized until they are sold or a decline in fair value is determined to be other-than-temporary.
Trading Securities—Debt securities that are bought and held primarily for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings.
Available-for-Sale—Debt securities not classified as either securities held-to-maturity or trading securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of shareholders’ equity.
The Company classifies itsWe classify our investments in marketable debt securities based on the facts and circumstances present at the time of purchase of the securities. During the quarter ended November 30, 2020,May 31, 2021, all of the Company’sour investments were classified as held-to-maturity.
Held-to-maturity investments are measured and recorded at amortized cost on the Company’s Consolidated Balance Sheet. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security. No gains or losses on investment securities are realized until they are sold or a decline in fair value is determined to be other-than-temporary.
Capitalized Computer Software Development Costs
Software development costs are capitalized in accordance with ASC 985-20, “Costs of Software to Be Sold, Leased, or Marketed”. Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale.
The establishment of technological feasibility and the ongoing assessment for recoverability of capitalized software development costs require considerable judgment by management with respect to certain external factors including, but not limited to, technological feasibility, anticipated future gross revenues, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in our software products.
Amortization of capitalized software development costs is calculated on a product-by-product basis on the straight-line method over the estimated economic life of the products (not to exceed five years). Amortization of software development costs amounted to $325344 thousand and $314310 thousand for the three months ended November 30,May 31, 2021 and 2020, respectively, and 2019,$1.0 million and $938 thousand for the nine months ended May 31, 2021 and 2020, respectively. We expect future amortization expense to vary due to increases in capitalized computer software development costs.
We test capitalized computer software development costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows:
Property and Equipment estimated useful lives | |
Equipment | 5 years |
Computer equipment | 3 to 7 years |
Furniture and fixtures | 5 to 7 years |
Leasehold improvements | Shorter of life of asset or lease |
9 |
Internal-use Software
The Company hasWe have a service contract related to the implementation of internally used software. In accordance with ASC 350-40 “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, the Company haswe have capitalized certain internal-use software which are included in long-term assets.
The amortization will be classified as selling,Selling, general, and administrative expenses on the condensed consolidated statement of operations and maintenance and minor upgrades are charged to expense as incurred. Gains and losses on disposals are included in the results of operations. No amortization has been expensed for the project as it is still in progress.
Leases
Supplemental balance sheet information related to operating leases was as follows as of November 30, 2020:May 31, 2021:
(in thousands) | ||||
Right-of-use assets | $ | 1,405 | ||
Lease liabilities, current | $ | 426 | ||
Lease liabilities, long-term | $ | 980 | ||
Operating lease costs | $ | 455 | ||
Weighted average remaining lease term | 2.8 years | |||
Weighted average discount rate | 3.79% |
Schedule of lease cost | ||||
(in thousands) | ||||
Right of use assets | $ | 768 | ||
Lease Liabilities, Current | $ | 395 | ||
Lease Liabilities, Long-term | $ | 376 | ||
Operating lease costs | $ | 165 | ||
Weighted Average remaining lease term | 2.0 years | |||
Weighted Average Discount rate | 4.25% |
Intangible Assets and Goodwill
The Company performsWe perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognizesrecognize the assets acquired and liabilities assumed at their acquisition-date fair value. Acquired intangible assets include customer relationships, software, trade names, and noncompete agreements. The Company determinesWe determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed.
Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is not amortized, instead it is tested for impairment annually or when events or circumstances change that would indicate that goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company'sour use of the acquired assets or the strategy for the Company'sour overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations.
Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. As of November 30, 2020, the CompanyMay 31, 2021, we determined that it haswe have four reporting units: Simulations Plus, Cognigen, DILIsym and Lixoft. When testing goodwill for impairment, the Companywe first performsperform a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company isWe are required to perform step one only if it concludes that it is more likely than not that a reporting unit's fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the Company'sour reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its implied fair value. The estimate of implied fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as the Company'sour software, technology, patents, and trademarks. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.
As of November 30, 2020,May 31, 2021, the entire balance of goodwill was attributed to three of the Company'sour reporting units,units: Cognigen, DILIsym, and Lixoft. Intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. The CompanyWe did not recognize any impairment charges during the three months and nine months ended November 30, 2020May 31, 2021 and 2019.2020.
10 |
Reconciliation of Goodwill for the period ended November 30, 2020:as of May 31, 2021:
Schedule of reconciliation of goodwill | ||||||||||||||||||||||||||||||||
(in thousands) | Cognigen | DILIsym | Lixoft | Total | Cognigen | DILIsym | Lixoft | Total | ||||||||||||||||||||||||
Balance, August 31, 2020 | $ | 4,789 | $ | 5,598 | $ | 2,534 | $ | 12,921 | $ | 4,789 | $ | 5,598 | $ | 2,534 | $ | 12,921 | ||||||||||||||||
Addition | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Impairments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Balance, November 30, 2020 | $ | 4,789 | $ | 5,598 | $ | 2,534 | $ | 12,921 | ||||||||||||||||||||||||
Balance, May 31, 2021 | $ | 4,789 | $ | 5,598 | $ | 2,534 | $ | 12,921 |
Fair Value of Financial Instruments
Assets and liabilities recorded at fair value in the Condensed Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard are as follows:
Level Input: | Input Definition: | |
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | |
Level II | Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. | |
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
For certain of our financial instruments, including accounts receivable, accounts payable, accrued payroll and other expenses, accrued bonuses to officers, and accrued warranty and service costs, the amounts approximate fair value due to their short maturities.
The following table summarizes fair value measurements at November 30, 2020May 31, 2021 and August 31, 2020 for assets and liabilities measured at fair value on a recurring basis:
November 30, 2020:
May 31, 2021: | ||||||||||||||||
Schedule of fair value measurements | ||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash and cash equivalents | $ | 58,811 | $ | 0 | $ | 0 | $ | 58,811 | ||||||||
Short-term investments | $ | 60,948 | $ | 0 | $ | 0 | $ | 60,948 | ||||||||
Acquisition-related contingent consideration obligations | $ | 0 | $ | 0 | $ | 5,095 | $ | 5,095 |
Schedule of fair value measurements | ||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash and cash equivalents | $ | 27,651 | $ | 0 | $ | 0 | $ | 27,651 | ||||||||
Short-term investments | $ | 91,115 | $ | 0 | $ | 0 | 91,115 | |||||||||
Acquisition-related contingent consideration obligations | $ | 0 | $ | 0 | $ | 4,852 | $ | 4,852 |
August 31, 2020:
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash and cash equivalents | $ | 49,207 | $ | 0 | $ | 0 | $ | 49,207 | ||||||||
Short-term investments | $ | 66,804 | $ | 0 | $ | 0 | $ | 66,804 | ||||||||
Acquisition-related contingent consideration obligations | $ | 0 | $ | 0 | $ | 4,731 | $ | 4,731 |
11 |
As of November 30, 2020May 31, 2021 and August 31, 2020, the Company haswe had a liability for contingent consideration related to itsour acquisition of Lixoft. The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model using a probability-weighted income approach. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company recordswe record in any given period. Changes in the value of the contingent consideration obligations are recorded in the Company’sour Consolidated Statement of Operations.
The following is a reconciliation of contingent consideration value:
Reconciliation of contingent consideration
(in thousands) | ||||||||
Value at August 31, 2020 | $ | 4,731 | $ | 4,731 | ||||
Contingent consideration payments | 0 | – | ||||||
Change in value of contingent consideration | 121 | 364 | ||||||
Value at November 30, 2020 | $ | 4,852 | ||||||
Value at May 31, 2021 | $ | 5,095 |
Research and Development Costs
Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs include salaries, laboratory experiment,experiments, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.
Income Taxes
The Company accountsWe account for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
Intellectual property
The following table summarizes intellectual property as of May 31, 2021: | ||||||||||||||
Schedule of Finite-Lived Intangible Assets | ||||||||||||||
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
Royalty Agreement buy out-Enslein Research | Straight line 10 years | $ | 75 | $ | 69 | $ | 6 | |||||||
Termination/nonassertion agreement-TSRL Inc. | Straight line 10 years | 6,000 | 4,225 | 1,775 | ||||||||||
Developed technologies–DILIsym acquisition | Straight line 9 years | 2,850 | 1,267 | 1,583 | ||||||||||
Intellectual rights of Entelos Holding Corp. | Straight line 10 years | 50 | 14 | 36 | ||||||||||
Developed technologies–Lixoft acquisition | Straight line 16 years | 8,010 | 584 | 7,426 | ||||||||||
$ | 16,985 | $ | 6,159 | $ | 10,826 |
The following table summarizes intellectual property as of November 30, 2020:
Schedule of Intellectual property | ||||||||||||||
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net book value | ||||||||||
Royalty Agreement buy out-Enslein Research | Straight line 10 years | $ | 75 | $ | 66 | $ | 9 | |||||||
Termination/nonassertion agreement-TSRL Inc. | Straight line 10 years | 6,000 | 3,925 | 2,075 | ||||||||||
Developed technologies–DILIsym acquisition | Straight line 9 years | 2,850 | 1,108 | 1,742 | ||||||||||
Intellectual rights of Entelos Holding Corp. | Straight line 10 years | 50 | 11 | 39 | ||||||||||
Developed technologies–Lixoft acquisition | Straight line 16 years | 8,010 | 334 | 7,676 | ||||||||||
$ | 16,985 | $ | 5,444 | $ | 11,541 |
12 |
The following table summarizes intellectual property as of August 31, 2020:
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net book value | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||
Royalty Agreement buy out-Enslein Research | Straight line 10 years | $ | 75 | $ | 64 | $ | 11 | Straight line 10 years | $ | 75 | $ | 64 | $ | 11 | ||||||||||||||
Termination/nonassertion agreement-TSRL Inc. | Straight line 10 years | 6,000 | 3,775 | 2,225 | Straight line 10 years | 6,000 | 3,775 | 2,225 | ||||||||||||||||||||
Developed technologies–DILIsym acquisition | Straight line 9 years | 2,850 | 1,029 | 1,821 | Straight line 9 years | 2,850 | 1,029 | 1,821 | ||||||||||||||||||||
Intellectual rights of Entelos Holding Corp. | Straight line 10 years | 50 | 10 | 40 | Straight line 10 years | 50 | 10 | 40 | ||||||||||||||||||||
Developed technologies–Lixoft acquisition | Straight line 16 years | 8,010 | 209 | 7,801 | Straight line 16 years | 8,010 | 209 | 7,801 | ||||||||||||||||||||
$ | 16,985 | $ | 5,087 | $ | 11,898 | $ | 16,985 | $ | 5,087 | $ | 11,898 |
Total amortization expense for intellectual property agreements for the three months ended November 30,May 31, 2021 and 2020 and 2019 was $357358 thousand and $232 316 thousand, respectively, and total amortization expense for the nine months ended May 31, 2021 and 2020 was $1.1 million and $781thousand, respectively.
Other intangible assets
The following table summarizes our other intangible assets as of May 31, 2021: | ||||||||||||||
Schedule of other intangible assets | ||||||||||||||
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
Cognigen | ||||||||||||||
Customer relationships | Straight line 8 years | $ | 1,100 | $ | 928 | $ | 172 | |||||||
Trade name | None | 500 | 0 | 500 | ||||||||||
Covenants not to compete | Straight line 5 years | 50 | 50 | 0 | ||||||||||
DILIsym | ||||||||||||||
Customer relationships | Straight line 10 years | 1,900 | 760 | 1,140 | ||||||||||
Trade name | None | 860 | 0 | 860 | ||||||||||
Covenants not to compete | Straight line 4 years | 80 | 80 | 0 | ||||||||||
Lixoft | ||||||||||||||
Customer relationships | Straight line 14 years | 2,550 | 213 | 2,337 | ||||||||||
Trade name | None | 1,550 | 0 | 1,550 | ||||||||||
Covenants not to compete | Straight line 3 years | 60 | 23 | 37 | ||||||||||
$ | 8,650 | $ | 2,054 | $ | 6,596 |
The following table summarizes the Company’s other intangible assets as of November 30, 2020:
Schedule of other intangible assets | ||||||||||||||
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net book value | ||||||||||
Cognigen | ||||||||||||||
Customer relationships | Straight line 8 years | $ | 1,100 | $ | 859 | $ | 241 | |||||||
Trade name | None | 500 | 0 | 500 | ||||||||||
Covenants not to compete | Straight line 5 years | 50 | 50 | 0 | ||||||||||
DILIsym | ||||||||||||||
Customer relationships | Straight line 10 years | 1,900 | 665 | 1,235 | ||||||||||
Trade name | None | 860 | 0 | 860 | ||||||||||
Covenants to compete | Straight line 4 years | 80 | 70 | 10 | ||||||||||
Lixoft | ||||||||||||||
Customer relationships | Straight line 14 years | 2,550 | 122 | 2,428 | ||||||||||
Trade name | None | 1,550 | 0 | 1,550 | ||||||||||
Covenants to compete | Straight line 3 years | 60 | 13 | 47 | ||||||||||
$ | 8,650 | $ | 1,779 | $ | 6,871 |
13 |
The following table summarizes the Company’sour other intangible assets as of August 31, 2020:
(in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net book value | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||
Cognigen | ||||||||||||||||||||||||||||
Customer relationships | Straight line 8 years | $ | 1,100 | $ | 825 | $ | 275 | Straight line 8 years | $ | 1,100 | $ | 825 | $ | 275 | ||||||||||||||
Trade name | None | 500 | 0 | 500 | None | 500 | 0 | 500 | ||||||||||||||||||||
Covenants not to compete | Straight line 5 years | 50 | 50 | 0 | Straight line 5 years | 50 | 50 | 0 | ||||||||||||||||||||
DILIsym | ||||||||||||||||||||||||||||
Customer relationships | Straight line 10 years | 1,900 | 618 | 1,282 | Straight line 10 years | 1,900 | 618 | 1,282 | ||||||||||||||||||||
Trade name | None | 860 | 0 | 860 | None | 860 | 0 | 860 | ||||||||||||||||||||
Covenants to compete | Straight line 4 years | 80 | 65 | 15 | ||||||||||||||||||||||||
Covenants not to compete | Straight line 4 years | 80 | 65 | 15 | ||||||||||||||||||||||||
Lixoft | ||||||||||||||||||||||||||||
Customer relationships | Straight line 14 years | 2,550 | 76 | 2,474 | Straight line 14 years | 2,550 | 76 | 2,474 | ||||||||||||||||||||
Trade name | None | 1,550 | 0 | 1,550 | None | 1,550 | 0 | 1,550 | ||||||||||||||||||||
Covenants to compete | Straight line 3 years | 60 | 8 | 52 | ||||||||||||||||||||||||
Covenants not to compete | Straight line 3 years | 60 | 8 | 52 | ||||||||||||||||||||||||
$ | 8,650 | $ | 1,642 | $ | 7,008 | $ | 8,650 | $ | 1,642 | $ | 7,008 |
AmortizationTotal amortization expense for each ofother intangible assets for the three months ended November 30,May 31, 2021 and 2020 and 2019 was $137 thousand and $87120 thousand, respectively, and total amortization expense for the nine months ended May 31, 2021 and 2020 was $412 thousand and $293 thousand, respectively. According to policy in addition to normal amortization, these assets are tested for impairment as needed.
We report earnings per share in accordance with FASB ASC 260-10. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The components of basic and diluted earnings per share for the three and nine months ended November 30,May 31, 2021 and 2020 and 2019 were as follows:
Schedule of earnings per share | ||||||||
Three months ended November 30, | ||||||||
(in thousands) | 2020 | 2019 | ||||||
Numerator: | ||||||||
Net income attributable to common shareholders | $ | 2,479 | $ | 2,058 | ||||
Denominator: | ||||||||
Weighted-average number of common shares outstanding during the period | 19,930 | 17,609 | ||||||
Dilutive effect of stock options | 869 | 698 | ||||||
Common stock and common stock equivalents used for diluted earnings per share | $ | 20,799 | $ | 18,307 |
Schedule of earnings per share | ||||||||||||||||
(in thousands) | Three Months ended May 31, | Nine Months Ended May 31, | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Numerator: | ||||||||||||||||
Net income attributable to common shareholders | $ | 3,787 | $ | 2,936 | $ | 9,477 | $ | 7,144 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average number of common shares outstanding during the period | 20,105 | 17,735 | 20,014 | 17,661 | ||||||||||||
Dilutive effect of stock options | 697 | 692 | 736 | 673 | ||||||||||||
Common stock and common stock equivalents used for diluted earnings per share | 20,802 | 18,427 | 20,750 | 18,334 |
14 |
Compensation costs related to stock options are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation”, using the modified prospective method. Under this method, compensation cost is calculated based on the grant-date fair value estimated in accordance with FASB ASC 718-10, amortized on a straight-line basis over the options’ vesting period. Stock-based compensation expense was $449$ thousand and $295$ thousand for the three months ended November 30,May 31, 2021 and 2020, respectively, and 2019,$ million and $ thousand for the nine months ended May 31, 2021 and 2020, respectively. This expense is included in the condensed consolidated statements of operations as Selling, general, and administration and Research and development expense.
Impairment of Long-lived Assets
The Company accountsWe account for the impairment and disposition of long-lived assets in accordance with ASC 350, “Intangibles – Goodwill and Other” and ASC 360, “Property and Equipment”. Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. NoNaN impairment losses were recorded during the threenine months ended November 30, 2020May 31, 2021 and 2019.2020.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide temporary optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions to ease the potential accounting and financial reporting burden associated with transitioning away from reference rates that are expected to be discontinued, including the London Interbank Offered Rate (“LIBOR”). This ASU is effective as of March 12, 2020, through December 31, 2022. The adoption of the new standard has not had and is not expected to have a material impact on our financial statements or related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The CompanyWe adopted this ASU on September 1, 2019.
We do not expect any other recently issued accounting pronouncements to have a material effect on our financial statements.
NOTE 3: REVENUE RECOGNITION
Contract Liabilities
During the three and nine months ended November 30, 2020 and 2019, the CompanyMay 31, 2021, we recognized $29630 thousand and $306430 thousand, respectively, of revenue that was included in contract liabilities as of August 31, 2020, and 2019, respectively.during the three and nine months ended May 31, 2020, we recognized $109 thousand and $882 thousand, respectively, of revenue that was included in contract liabilities as of August 31, 2019.
Disaggregation of Revenues
The components of disaggregation of revenue for the three and nine months ended May 31, 2021 and 2020 were as follows:
Schedule of disaggregation of revenues | ||||||||||||||||||||||||
(in thousands) | Three months Ended November 30, | Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||||||||
Disaggregation of revenues: | 2020 | 2019 | ||||||||||||||||||||||
Software licenses | ||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||
Software licenses: | ||||||||||||||||||||||||
Point in time | $ | 6,001 | $ | 4,363 | $ | 8,098 | $ | 6,623 | $ | 21,570 | $ | 16,117 | ||||||||||||
Over time | 211 | 251 | 200 | 230 | 703 | 734 | ||||||||||||||||||
Consulting services | ||||||||||||||||||||||||
Consulting services: | ||||||||||||||||||||||||
Over time | 4,489 | 4,787 | 4,479 | 5,445 | 14,352 | 15,198 | ||||||||||||||||||
Total Revenue | $ | 10,701 | $ | 9,401 | ||||||||||||||||||||
Total revenue | $ | 12,777 | $ | 12,298 | $ | 36,625 | $ | 32,049 |
15 |
Remaining Performance Obligations
Remaining performance obligations that do not fall under the expedients require the Companyus to perform various consulting and software development services of approximately $2.74.3 million. It is anticipated that a majority of these revenues will be recognized within the next twelve months.
NOTE 4: PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
Schedule of property and equipment | ||||||||
(in thousands) | May 31, 2021 | August 31, 2020 | ||||||
Equipment | $ | 1,012 | $ | 865 | ||||
Computer equipment | 614 | 548 | ||||||
Furniture and fixtures | 161 | 161 | ||||||
Leasehold improvements | 123 | 114 | ||||||
Construction in progress* | 742 | 0 | ||||||
Sub total | 2,652 | 1,688 | ||||||
Less: accumulated depreciation | (1,392 | ) | (1,250 | ) | ||||
Net book value | $ | 1,260 | $ | 438 |
Schedule of property and equipment | ||||||||
(in thousands) | November 30, 2020 | August 31, 2020 | ||||||
Equipment | $ | 930 | $ | 865 | ||||
Computer equipment | 572 | 548 | ||||||
Furniture and fixtures | 161 | 161 | ||||||
Leasehold improvements | 114 | 114 | ||||||
Construction in progress | 115 | 0 | ||||||
Sub total | 1,892 | 1,688 | ||||||
Less: accumulated depreciation | (1,296 | ) | (1,250 | ) | ||||
Net book value | $ | 596 | $ | 438 |
*Includes ERP costs associated with the development of internal-use software.
NOTE 5: INVESTMENTS
The Company investsWe invest a portion of itsour excess cash balances in short-term debt securities.securities within the parameters of our Investment Policy and Guidelines. Investments at November 30, 2020as of May 31, 2021 consisted of corporate bonds with maturities remaining of less than 12 months. The CompanyWe may also invest excess cash balances in certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds and/or commercial paper. The Company accountsWe account for its investments in accordance with FASB ASC 320, Investments – Debt and Equity Securities. At November 30, 2020,As of May 31, 2021, all investments were classified as held-to-maturity securities.
The following tables summarize the Company’sour short-term investments as of November 30, 2020May 31, 2021 and August 31, 2020:
Schedule of short term investment | ||||||||||||||||
November 30, 2020 | ||||||||||||||||
(in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Commercial notes (due within one year) | $ | 91,115 | $ | 0 | $ | (48 | ) | $ | 91,067 | |||||||
Total | $ | 91,115 | $ | 0 | $ | (48 | ) | $ | 91,067 |
August 31, 2020 | ||||||||||||||||||||||||||||||||
May 31, 2021 | May 31, 2021 | |||||||||||||||||||||||||||||||
Schedule of short term investments | ||||||||||||||||||||||||||||||||
(in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||
Commercial notes (due within one year) | $ | 66,804 | $ | 0 | $ | (61 | ) | $ | 66,743 | $ | 60,948 | $ | 0 | $ | (23 | ) | $ | 60,925 | ||||||||||||||
Total | $ | 66,804 | $ | 0 | $ | (61 | ) | $ | 66,743 | $ | 60,948 | $ | 0 | $ | (23 | ) | $ | 60,925 |
August 31, 2020
(in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Commercial notes (due within one year) | $ | 66,804 | $ | 0 | $ | (61 | ) | $ | 66,743 | |||||||
Total | $ | 66,804 | $ | 0 | $ | (61 | ) | $ | 66,743 |
16 |
NOTE 6: CONTRACTS PAYABLE
DILIsym Acquisition Liabilities:
On June 1, 2017, the Companywe acquired DILIsym. The agreement provided for a working capital adjustment, an eighteen-month $1.0 million holdback provision against certain representations and warranties, and an earnout agreement of up to an additional $5.0 million in earnout payments based on earnings over three years following acquisition. The earnout liability has been recorded at an estimated fair value. Payments under the earnout liability started in FYfiscal year 2019. In September 2018, $1.6 million was paid out under the first earnout payment, a second earnout payment was made in August 2019 in the amount of $1.7 million. The final payment of $1.8 million was paid in August 2020. In addition, no claims were made against the holdback and the $1.0 million holdback provision was released eighteen months after June 1, 2017.
Lixoft Acquisition Liabilities:
On April 1, 2020, the Companywe acquired Lixoft. The agreement provided for a twenty-four month24-month $2.0 million holdback provision against certain representations and warrantees, comprised of $1.3 million of cash and the release from an escrow shares of stock valued at $667 thousand issued at the date of the agreement. In addition, based on a revenue growth formula for the two years subsequent to April 1, 2020, the agreement calls for earnout payments of up to $5.5 million (two-thirds cash and one-third newly issued, restrictedunregistered shares of the Company’sour common stock). The former shareholders of Lixoft can earn up to $2.0 million the first year and $3.5 million in year two. In June 2021, $2.0 million was paid to former Lixoft shareholder under the first earnout payment.
As of November 30, 2020May 31, 2021 and August 31, 2020 the following liabilities have been recorded:
Schedule of Liabilities | ||||||||||||||||
(in thousands) | November 30, 2020 | August 31, 2020 | May 31, 2021 | August 31, 2020 | ||||||||||||
Holdback liability — Lixoft | $ | 1,333 | $ | 1,333 | ||||||||||||
Earnout liability — Lixoft | 4,852 | 4,731 | ||||||||||||||
Holdback liability | $ | 1,333 | $ | 1,333 | ||||||||||||
Earnout liability | 5,095 | 4,731 | ||||||||||||||
Sub total | $ | 6,185 | $ | 6,064 | $ | 6,428 | $ | 6,064 | ||||||||
Less: current portion | 2,000 | 2,000 | 3,333 | 2,000 | ||||||||||||
Long-term portion | $ | 4,185 | $ | 4,064 | $ | 3,095 | $ | 4,064 |
NOTE 7: COMMITMENTS AND CONTINGENCIES
Leases
We lease approximately 13,5009,255 square feet of space in Lancaster, California. The original lease had a five-year term with two, three-year options to extend. The initial five-year term expired in February 2011, and we extended the lease to February 2, 2014. In June 2013, the lease was amended to extend the term to February 2, 2017. The amended lease also provides for an annual base rent increase of 3% per year and two, two-year options to extend. In May 2016 the Company exercised the two, two-year options extending the term of the lease through February 2, 2021 at a fixed rate of $25extends to January 31, 2026 and the base rent is $16.7 thousand per month. The new extension agreement allowed the Company with 90 days’ noticelease also allows us to opt out of the remaining lease in the last two4 years of the termlease upon payment of a recapture payment equal180-day notice to the 3% base payment increase that would have been due under the original agreement. Refer to subsequent events footnote for details of the third amendment to the lease for the property in Lancaster, CA.landlord with no penalty.
Our Cognigen subsidiary leasesWe lease approximately 12,623 square feet of office space in Buffalo, New York. The initial five-year term expired in October 2018 and was renewed for a three-year option extending it to November 2021. The new base rent is $16 thousand per month.
DILIsym leases
17 |
We lease approximately 2,700 square feet of office space in Research Triangle Park, North Carolina. The initial three-year term was due to expire October 2020. An amendment to the initial lease became effective April 1, 2020, which added 686 square feet and extended the term of the lease to September 30, 2023. The new base rent is approximately $8 thousand per month with an annual 3% adjustment.
In Paris, France, Lixoft leasesWe lease approximately 2,300 square feet of office space in Paris, France, which as of April 1, 2020, had minimum payments equaling $288 thousand. The lease is for a 9-year term, with an option to terminate every 3 years, and expires in November of 2024. The rent is approximately $16 thousand per quarter (approximately $5.3 thousand per month) and can be adjusted each December based on a consumer price index.
Rent expense, including common area maintenance fees for the three months ended November 30,May 31, 2021 and 2020 and 2019 was $185167 thousand and $145168 thousand, respectively, and $499 thousand and $463 thousand for the nine months ended May 31, 2021 and 2020, respectively.
Future minimum lease payments under noncancelable operating leases with remaining terms of one year or more at November 30, 2020May 31, 2021 were as follows:
Future minimum lease payments | ||||
(in thousands) Years Ending November 30, | ||||
2021 | $ | 412 | ||
2022 | 170 | |||
2023 | 155 | |||
2024 | 61 | |||
Future minimum lease payments | $ | 798 |
(in thousands) Years Ending May 31, | ||||
2022 | $ | 465 | ||
2023 | 371 | |||
2024 | 302 | |||
2025 | 228 | |||
2026 | 133 | |||
Total future minimum lease payments | $ | 1,499 |
Line of Credit
On March 31, 2020, the Companywe entered into a Credit Agreement with Wells Fargo Bank, N.A. The Credit Agreement provides the Companyus with a credit facility of $3.5 million through April 15, 2022. As of November 30, 2020,May 31, 2021, there were 0 amounts drawn against the line of credit.
Employment Agreements
In the normal course of business, the Company haswe have entered into employment agreements with certain of itsour key management personnel that may require compensation payments upon termination.
License Agreement
The CompanyWe had a royalty agreement with Dassault Systèmes Americas Corp. for access to their Metabolite Database for developing our Metabolite Module within ADMET Predictor™. The module was renamed the Metabolism Module when we released ADMET Predictor version 6 on April 19, 2012. Under this agreement, we paid a royalty of 25% of revenue derived from the sale of the Metabolism/Metabolite module. This agreement was renegotiated, and the Company doeswe do not bear any royalty obligations towards Dassault Systèmes Americas Corp. effective as of June 30, 2019. In addition, the license agreement terminated on September 5, 2020. We have not experienced any adverse impact on revenue since terminating the license agreement.
The Company isWe are in the process of making arrangementsdeveloping a database to replace the database.Metabolite Database, which is expected to be completed by the end of fiscal year 2021.
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Income Taxes
We follow guidance issued by the FASB with regard to our accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to income tax expense. We file income tax returns with the IRS and various state jurisdictions as well as with the countries of India and France. Our federal income tax returns for fiscal yearyears 2017 thruthrough 2019 are open for audit, and our state tax returns for fiscal year 2016years 2017 through 2019 remain open for audit.
Our review of prior year tax positions using the criteria and provisions presented in guidance issued by FASB did not result in a material impact on our financial position or results of operations.
Legal Proceedings
We may be subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of our business; however, at this time, we are not a party to any legal proceedings and are not aware of any pending, threatened, or unasserted legal proceedings of any kind.
NOTE 8:SHAREHOLDERS’ EQUITY
DividendDividends
The Company’sOur Board of Directors declared cash dividends during the first quarter of fiscal yearyears 2021 and during fiscal year 2020. The details of the dividends paid are in the following tables:
Schedule of dividends declared and paid | ||||||||||||||
(in thousands, except dividend per share amounts) | Fiscal Year 2021 | |||||||||||||
Record Date | Distribution Date | Number of Shares Outstanding on Record Date | Dividend per Share | Total Amount | ||||||||||
10/26/2020 | 11/02/2020 | 19,924 | $ | 0.06 | $ | 1,195 | ||||||||
1/25/2021 | 2/01/2021 | 20,010 | $ | 0.06 | 1,201 | |||||||||
4/26/2021 | 5/03/2021 | 20,115 | $ | 0.06 | 1,207 | |||||||||
Total | $ | 3,603 |
Schedule of dividends declared and paid | ||||||||||||||||||||||||||||
(in thousands, except dividend per share amounts) | Fiscal Year 2021 | (in thousands, except dividend per share amounts) | Fiscal Year 2020 | |||||||||||||||||||||||||
Record Date | Distribution Date | Number of Shares Outstanding on Record Date | Dividend per Share | Total Amount | Distribution Date | Number of Shares Outstanding on Record Date | Dividend per Share | Total Amount | ||||||||||||||||||||
10/26/2020 | 11/02/2020 | 19,924 | $ | 0.06 | $ | 1,195 | ||||||||||||||||||||||
10/25/2019 | 11/01/2019 | 17,606 | $ | 0.06 | $ | 1,056 | ||||||||||||||||||||||
1/27/2020 | 2/03/2020 | 17,646 | $ | 0.06 | 1,059 | |||||||||||||||||||||||
4/24/2020 | 5/01/2020 | 17,769 | $ | 0.06 | 1,066 | |||||||||||||||||||||||
7/27/2020 | 8/03/2020 | 17,820 | $ | 0.06 | 1,069 | |||||||||||||||||||||||
Total | $ | 1,195 | $ | 4,250 |
(in thousands, except dividend per share amounts) | Fiscal Year 2020 | |||||||||||||
Record Date | Distribution Date | Number of Shares Outstanding on Record Date | Dividend per Share | Total Amount | ||||||||||
10/25/2019 | 11/01/2019 | 17,606 | $ | 0.06 | $ | 1,056 | ||||||||
1/27/2020 | 2/03/2020 | 17,646 | $ | 0.06 | 1,059 | |||||||||
4/24/2020 | 5/01/2020 | 17,769 | $ | 0.06 | 1,066 | |||||||||
7/27/2020 | 8/03/2020 | 17,820 | $ | 0.06 | 1,069 | |||||||||
Total | $ | 4,250 |
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Stock Option PlanPlans
On February 23, 2007, the Board of Directors adopted, and the shareholders approved the 2007 Stock Option Plan under which a total of 1.0 million shares of common stock were reserved for issuance. On February 25, 2014 the shareholders approved an additional 1.0 million shares increasing the total number of shares available to be granted under the 2007 Stock Option Plan to 2.0 million. This plan terminated in February 2017 by its term.
On December 23, 2016 the Board of Directors adopted, and on February 23, 2017 the shareholders approved, the 2017 Equity Incentive Plan (the “2017 Plan”) under which a total of This planThe 2017 Plan has been replaced by the Company’s new 2021 Plan (defined below). As a result, no further grants of awards may be made under the 2017 Plan and any awards that are cancelled or expire under the 2017 Plan will terminate in December 2026not be reissued, except that outstanding awards granted prior to the adoption of the new 2021 Plan will continue to be governed by its term.the 2017 Plan.
On November 20, 2020,Effective April 9, 2021, the Board of Directors adopted an amendment to the 2017 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan from 1.0 million shares of common stock to 1.75 million shares of common stock. The amendment isapproved, subject to shareholder approval, the adoption of a new 2021 Equity Incentive Plan (the “2021 Plan”) under which 1.3 million shares are reserved for issuance. The 2021 Plan, which was submitted for shareholder approval at our 2021 Special Meeting of Shareholders held on June 23, 2021, was approved by the Company’s upcoming annual shareholder meeting.shareholders. As a result, the 2021 Plan became effective as of April 9, 2021, and the Company may issue equity awards to permitted recipients thereunder.
As of November 30, 2020,May 31, 2021, employees and directors hold Qualified Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs) to purchase 1.2 million shares of common stock at exercise prices ranging from $6.75$6.85 to $61.84.$66.14.
The following table summarizes information about stock options:
Schedule of stock option activity | ||||||||||||||||||||||||
(in thousands, except per share and weighted-average amounts) | Number of | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual | |||||||||||||||||||||
Transactions during the three months ended November 30, 2020 | Options | Per Share | Life | |||||||||||||||||||||
(in thousands, except per share and weighted-average amounts) Transactions during the nine months ended May 31, 2021 | Number of Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life | |||||||||||||||||||||
Outstanding, August 31, 2020 | 1,224 | $ | 17.76 | 6.79 | 1,224 | $ | 17.76 | 6.79 | ||||||||||||||||
Granted | 26 | $ | 59.91 | 209 | $ | 57.95 | ||||||||||||||||||
Exercised | (34 | ) | $ | 14.04 | (197 | ) | $ | 12.65 | ||||||||||||||||
Cancelled/Forfeited | (11 | ) | $ | 24.18 | (53 | ) | $ | 25.99 | ||||||||||||||||
Outstanding, November 30, 2020 | 1,205 | $ | 18.73 | 6.62 | ||||||||||||||||||||
Exercisable, November 30, 2020 | 583 | $ | 11.16 | 5.35 | ||||||||||||||||||||
Outstanding, May 31, 2021 | 1,183 | $ | 25.34 | 6.68 | ||||||||||||||||||||
Exercisable, May 31, 2021 | 600 | $ | 11.83 | 5.04 |
The weighted-average remaining contractual life of options outstanding issued under the Plan, both ISOs and NQSOs, was November 30, 2020.May 31, 2021. The total fair value of nonvested stock options as of November 30, 2020May 31, 2021, was $ million and is amortizable over a weighted average period of years.
The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.
20 |
The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the current fiscal yearnine months ended May 31, 2021 and fiscal year 2020:
Schedule of fair value of options | ||||||||
(in thousands except pricing) | Three months ended, November 30 2020 | Fiscal Year 2020 | ||||||
Estimated fair value of awards granted | $ | 560 | $ | 2,997 | ||||
Unvested forfeiture rate | 0% | 0% | ||||||
Weighted average grant price | $ | 59.91 | $ | 39.23 | ||||
Weighted average market price | $ | 59.91 | $ | 39.23 | ||||
Weighted average volatility | 36.35% | 33.56% | ||||||
Weighted average risk-free rate | 0.47% | 1.39% | ||||||
Weighted average dividend yield | 0.40% | 0.65% | ||||||
Weighted average expected life | years | years |
Schedule of fair value of options | ||||||||
(in thousands except pricing) | Nine months ended May 31, 2021 | Fiscal Year 2020 | ||||||
Estimated fair value of awards granted | $ | 4,739 | $ | 2,997 | ||||
Unvested forfeiture rate | 0% | 0% | ||||||
Weighted average grant price | $ | 57.95 | $ | 39.23 | ||||
Weighted average market price | $ | 57.95 | $ | 39.23 | ||||
Weighted average volatility | 40.49% | 33.56% | ||||||
Weighted average risk-free rate | 0.61% | 1.39% | ||||||
Weighted average dividend yield | 0.41% | 0.65% | ||||||
Weighted average expected life | years | years |
The exercise prices for the options outstanding at November 30, 2020May 31, 2021, ranged from $6.75$6.85 to $61.84,$66.14, and the information relating to these options is as follows:
Schedule of options by exercise price range | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of options by exercise price range | Schedule of options by exercise price range | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands except prices) | (in thousands except prices) | (in thousands except prices) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise Price | Exercise Price | Awards Outstanding | Awards Exercisable | Exercise Price | Awards Outstanding | Awards Exercisable | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Low | Low | High | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Low | High | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||||||||||||||
$ | 6.75 | $ | 8.00 | 169 | years | $ | 6.85 | 169 | years | $ | 6.85 | 6.85 | $ | 8.28 | 148 | years | $ | 6.85 | 148 | years | $ | 6.85 | ||||||||||||||||||||||||||||||||||||
$ | 8.01 | $ | 16.00 | 535 | years | $ | 9.99 | 337 | years | $ | 9.99 | 8.29 | $ | 10.03 | 185 | years | $ | 9.72 | 185 | years | $ | 9.72 | ||||||||||||||||||||||||||||||||||||
$ | 16.01 | $ | 24.00 | 208 | years | $ | 20.42 | 49 | years | $ | 20.61 | 10.04 | $ | 18.76 | 231 | years | $ | 10.35 | 171 | years | $ | 10.41 | ||||||||||||||||||||||||||||||||||||
$ | 24.01 | $ | 38.00 | 204 | years | $ | 33.46 | 28 | years | $ | 34.83 | 18.77 | $ | 34.53 | 323 | years | $ | 26.25 | 84 | years | $ | 24.73 | ||||||||||||||||||||||||||||||||||||
$ | 38.01 | $ | 52.00 | 20 | years | $ | 38.64 | 0 | – | $ | 0 | 34.54 | $ | 66.14 | 296 | years | $ | 55.11 | 12 | years | $ | 36.65 | ||||||||||||||||||||||||||||||||||||
$ | 52.01 | $ | 61.84 | 69 | years | $ | 61.10 | 0 | – | $ | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
1,205 | years | $ | 18.73 | 583 | years | $ | 11.16 | 1,183 | years | $ | 25.34 | 600 | years | $ | 11.83 |
During the three and nine months ended November 30, 2020 the companyMay 31, 2021, we issued and shares of stock to nonmanagement directors of the Company valued at $8387 thousand and $257 thousand to our non-management directors as compensation for services rendered to the Company.board-related duties.
In August 2020, the companywe closed an underwritten public offering of approximately million shares of itsour common stock to the public at $ per share, which included the full exercise of the underwriters’ option to purchase approximately thousand additional shares of common stock. The aggregate gross proceeds to the company from this offering were approximately $115 million before deducting underwriting discounts and commissions; netcommissions. Net proceeds were approximately $107.7 $107700107.7 million. The offering was made pursuant to the Company’sour automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.
The balance of par value common stock and additional paid in capital as of November 30, 2020May 31, 2021, was $10 thousand and $129.2$132.0 million, respectively.
21 |
NOTE 9: CONCENTRATIONS AND UNCERTAINTIES
Financial instruments that potentially subject the Companyus to concentration of credit risk consist principally of cash, cash equivalents, trade accounts receivable, and short-term investments. The Company holdsWe hold cash and cash equivalents at banks located in California and North Carolina with balances that often exceed FDIC-insured limits. In addition, the Company holdswe hold cash at a bank in France that is not FDIC-insured. Historically, the Company haswe have not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.accounts. However, considering the current banking environment, the Company iswe are investigating alternative ways to minimize itsour exposure to such risks. While the Companywe may be exposed to credit losses due to the nonperformance of itsour counterparties, the Company doeswe do not expect the settlement of these transactions to have a material effect on itsour results of operations, cash flows, or financial condition. The Company maintainsWe maintain cash at financial institutions that may, at times, exceed federally insured limits. As of November 30, 2020 the Company had cash and cash equivalents exceeding insured limits by $13.8 million.
Revenue concentration shows that international sales accounted for 3331% and 3032% of net sales for the threenine months ended November 30,May 31, 2021 and 2020, and 2019, respectively. Three customers accounted for 1712%, 74% and 54% of net sales during the threenine months ended November 30, 2020. FourMay 31, 2021. Three customers accounted for 13%, 8%, 6%, and 67% (a dealer accountdistributor in Japan representing various customers), and 7% of net sales during the threenine months ended November 30, 2019.May 31, 2020.
Accounts receivable concentration shows that fivefour customers each comprised 21%, 8%, 8%,between 7% and 610% (a dealer account in Japan representing various customers) of accounts receivable at November 30, 2020. Accounts receivable concentration shows that fourMay 31, 2021, compared to seven customers comprisedeach comprising between 14%, 8%, 75% and 710% (a dealer account in Japan representing various customers) of accounts receivable at November 30, 2019.May 31, 2020.
We operate in the computer software industry, which is highly competitive and changes rapidly. Our operating results could be significantly affected by our ability to develop new products and find new distribution channels for new and existing products.
The majority of our customers are in the pharmaceutical industry. During economic downturns, we have seen consolidations in the pharmaceutical industry. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous factors we cannot reliably predict, including the duration and scope of the pandemic; businesses and individuals' actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers' ability to pay for our products and services on an ongoing basis. As a result, our growth rate could be affected by consolidation and downsizing in the pharmaceutical industry.
NOTE 10: SEGMENT AND GEOGRAPHIC REPORTING
We account for segments and geographic revenues in accordance with guidance issued by the FASB. Our reportable segments are strategic business units that offer different products and services.
Results for each segment and consolidated results are as follows for the three and nine months ended November 30, 2020May 31, 2021 and 2019:2020:
Schedule of consolidated results from reportable segments | |||||||||||||||||||
(in thousands) | Three Months Ended May 31, 2021 | ||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Lixoft | Eliminations | Total | ||||||||||||||
Revenues | $ | 7,916 | $ | 2,536 | $ | 1,331 | $ | 994 | $ | 0 | $ | 12,777 | |||||||
Income from operations before income taxes | $ | 4,128 | $ | 85 | $ | 82 | $ | 247 | $ | 0 | $ | 4,542 | |||||||
Total assets | $ | 168,235 | $ | 13,044 | $ | 14,835 | $ | 21,738 | $ | (38,769 | ) | $ | 179,083 | ||||||
Capital expenditures | $ | 315 | $ | 57 | $ | 11 | $ | 0 | $ | 0 | $ | 383 | |||||||
Capitalized software costs | $ | 622 | $ | 7 | $ | 43 | $ | 127 | $ | 0 | $ | 799 | |||||||
Depreciation and amortization | $ | 470 | $ | 75 | $ | 148 | $ | 193 | $ | 0 | $ | 886 |
Schedule of consolidated results from reportable segments | ||||||||||||||||||||||||
(in thousands) | Three Months Ended November 30, 2020 | |||||||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Lixoft* | Eliminations | Total | |||||||||||||||||||
Revenues | $ | 5,432 | $ | 2,668 | $ | 1,372 | $ | 1,229 | $ | 0 | $ | 10,701 | ||||||||||||
Income from operations before income taxes | $ | 2,365 | $ | 206 | $ | (45 | ) | $ | 525 | $ | 0 | $ | 3,051 | |||||||||||
Total assets | $ | 162,871 | $ | 12,279 | $ | 14,180 | $ | 20,628 | $ | (39,488 | ) | $ | 170,470 | |||||||||||
Capital expenditures | $ | 139 | $ | 63 | $ | 0 | $ | 3 | $ | 0 | $ | 205 | ||||||||||||
Capitalized software costs | $ | 568 | $ | 0 | $ | 43 | $ | 117 | $ | 0 | $ | 728 | ||||||||||||
Depreciation and amortization | $ | 451 | $ | 81 | $ | 149 | $ | 184 | $ | 0 | $ | 865 |
(in thousands) | Three Months Ended May 31, 2020 | ||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Lixoft* | Eliminations | Total | ||||||||||||||
Revenues | $ | 6,728 | $ | 3,039 | $ | 1,909 | $ | 622 | $ | 0 | $ | 12,298 | |||||||
Income from operations before income taxes | $ | 2,518 | $ | 610 | $ | 414 | $ | 315 | $ | 0 | $ | 3,857 | |||||||
Total assets | $ | 57,145 | $ | 10,730 | $ | 14,288 | $ | 19,424 | $ | (40,008 | ) | $ | 61,579 | ||||||
Capital expenditures | $ | 7 | $ | 12 | $ | 13 | $ | 0 | $ | 0 | $ | 32 | |||||||
Capitalized software costs | $ | 494 | $ | 4 | $ | 32 | $ | 76 | $ | 0 | $ | 606 | |||||||
Depreciation and amortization | $ | 430 | $ | 88 | $ | 151 | $ | 119 | $ | 0 | $ | 788 |
*Lixoft was purchased |
(in thousands) | Three Months Ended November 30, 2019 | |||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Eliminations | Total | ||||||||||||||||
Revenues | $ | 4,927 | $ | 2,387 | $ | 2,087 | $ | 0 | $ | 9,401 | ||||||||||
Income from operations | $ | 1,903 | $ | 40 | $ | 775 | $ | 0 | $ | 2,718 | ||||||||||
Total assets | $ | 40,656 | $ | 10,660 | $ | 14,149 | $ | (17,702 | ) | $ | 47,763 | |||||||||
Capital expenditures | $ | 8 | $ | 17 | $ | 3 | $ | 0 | $ | 28 | ||||||||||
Capitalized software costs | $ | 457 | $ | 20 | $ | 30 | $ | 0 | $ | 507 | ||||||||||
Depreciation and amortization | $ | 435 | $ | 86 | $ | 150 | $ | 0 | $ | 671 |
22 |
(in thousands) | Nine Months Ended May 31, 2021 | ||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Lixoft | Eliminations | Total | ||||||||||||||
Revenues | $ | 19,994 | $ | 7,987 | $ | 4,817 | $ | 3,827 | $ | 0 | $ | 36,625 | |||||||
Income from operations before income taxes | $ | 8,614 | $ | 570 | $ | 297 | $ | 1,598 | $ | 0 | $ | 11,079 | |||||||
Total assets | $ | 168,235 | $ | 13,044 | $ | 14,835 | $ | 21,738 | $ | (38,769 | ) | $ | 179,083 | ||||||
Capital expenditures | $ | 686 | $ | 246 | $ | 16 | $ | 18 | $ | 0 | $ | 966 | |||||||
Capitalized software costs | $ | 1,778 | $ | 12 | $ | 121 | $ | 362 | $ | 0 | $ | 2,273 | |||||||
Depreciation and amortization | $ | 1,406 | $ | 240 | $ | 446 | $ | 570 | $ | 0 | $ | 2,662 |
(in thousands) | Nine Months Ended May 31, 2020 | ||||||||||||||||||
Simulations Plus | Cognigen | DILIsym | Lixoft* | Eliminations | Total | ||||||||||||||
Revenues | $ | 17,559 | $ | 8,176 | $ | 5,692 | $ | 622 | $ | 0 | $ | 32,049 | |||||||
Income from operations before income taxes | $ | 6,426 | $ | 926 | $ | 1,735 | $ | 315 | $ | 0 | $ | 9,402 | |||||||
Total assets | $ | 57,145 | $ | 10,730 | $ | 14,288 | $ | 19,424 | $ | (40,008 | ) | $ | 61,579 | ||||||
Capital expenditures | $ | 24 | $ | 53 | $ | 29 | $ | 0 | $ | 0 | $ | 106 | |||||||
Capitalized software costs | $ | 1,524 | $ | 40 | $ | 93 | $ | 76 | $ | 0 | $ | 1,733 | |||||||
Depreciation and amortization | $ | 1,301 | $ | 263 | $ | 451 | $ | 119 | $ | 0 | $ | 2,134 |
*Lixoft was purchased on April 1, 2020.
In addition, the Company allocateswe allocate revenues to geographic areas based on the locations of itsour customers. Geographical revenues for the three and nine months ended November 30,May 31, 2021 and 2020 and 2019 were as follows:
Schedule of geographical revenues | ||||||||||||||||
(in thousands) | Three Months Ended May 31, 2021 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 4,969 | $ | 1,301 | $ | 1,646 | $ | 7,916 | ||||||||
Cognigen | 2,536 | 0 | 0 | 2,536 | ||||||||||||
DILIsym | 1,285 | 46 | 0 | 1,331 | ||||||||||||
Lixoft | 861 | 115 | 18 | 994 | ||||||||||||
Total | $ | 9,651 | $ | 1,462 | $ | 1,664 | $ | 12,777 |
(in thousands) | Three Months Ended May 31, 2020 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 3,401 | $ | 1,719 | $ | 1,608 | $ | 6,728 | ||||||||
Cognigen | 3,039 | 0 | 0 | 3,039 | ||||||||||||
DILIsym | 1,685 | 130 | 94 | 1,909 | ||||||||||||
Lixoft* | 537 | 85 | 0 | 622 | ||||||||||||
Total | $ | 8,662 | $ | 1,934 | $ | 1,702 | $ | 12,298 |
*Lixoft was purchased on April 1, 2020.
Schedule of geographical revenues | ||||||||||||||||
(in thousands) | Three Months Ended November 30, 2020 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 2,518 | $ | 1,890 | $ | 1,024 | $ | 5,432 | ||||||||
Cognigen | 2,668 | 0 | 0 | 2,668 | ||||||||||||
DILIsym | 1,326 | 21 | 25 | 1,372 | ||||||||||||
Lixoft | 611 | 567 | 51 | 1,229 | ||||||||||||
Total | $ | 7,123 | $ | 2,478 | $ | 1,100 | $ | 10,701 |
(in thousands) | Three Months Ended November 30, 2019 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 2,547 | $ | 1,147 | $ | 1,233 | $ | 4,927 | ||||||||
Cognigen | 2,387 | 0 | 0 | 2,387 | ||||||||||||
DILIsym | 1,737 | 325 | 25 | 2,087 | ||||||||||||
Total | $ | 6,671 | $ | 1,472 | $ | 1,258 | $ | 9,401 |
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(in thousands) | Nine Months Ended May 31, 2021 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 10,372 | $ | 5,540 | $ | 4,082 | $ | 19,994 | ||||||||
Cognigen | 7,987 | 0 | 0 | 7,987 | ||||||||||||
DILIsym | 4,678 | 112 | 27 | 4,817 | ||||||||||||
Lixoft | 2,399 | 1,370 | 58 | 3,827 | ||||||||||||
Total | $ | 25,436 | $ | 7,022 | $ | 4,167 | $ | 36,625 |
(in thousands) | Nine Months Ended May 31, 2020 | |||||||||||||||
Americas | EMEA | Asia Pacific | Total | |||||||||||||
Simulations Plus | $ | 8,555 | $ | 4,476 | $ | 4,528 | $ | 17,559 | ||||||||
Cognigen | 8,176 | 0 | 0 | 8,176 | ||||||||||||
DILIsym | 4,890 | 581 | 221 | 5,692 | ||||||||||||
Lixoft* | 537 | 85 | 0 | 622 | ||||||||||||
Total | $ | 22,158 | $ | 5,142 | $ | 4,749 | $ | 32,049 |
*Lixoft was purchased on April 1, 2021.
NOTE 11: EMPLOYEE BENEFIT PLAN
We maintain a 401(k) Plan for all eligible employees, and we make matching contributions equal to 100% of the employee’s elective deferral, not to exceed 4% of total employee compensation. We can also elect to make a profit-sharing contribution. Our contributions to this Plan amounted to $121151 thousand and $92124 thousand for the three months ended November 30,May 31, 2021 and 2020, respectively, and 2019,$403 thousand and $325 thousand for the nine months ended May 31, 2021 and 2020, respectively.
NOTE 12: ACQUISITION
On March 31, 2020, the Companywe entered into a Stock Purchase and Contribution Agreement (the “Agreement”) with Lixoft. On April 1, 2020, the Companywe completed the acquisition of all outstanding equity interests of Lixoft pursuant to the terms of the Agreement, with Lixoft becoming aour wholly owned subsidiary of the Company.subsidiary. We believe the combination of Simulations Plus and Lixoft provides substantial future potential based on the complementary strengths of each of the companies.
Under the terms of the Agreement, as described below, the Companywe will pay the former shareholders of Lixoft total consideration of up to $16.5 million, consisting of two-thirds cash and one-third newly issued, unregistered shares of the Company’sour common stock. In addition, the Company will paywe paid $3.5 million of excess working capital based on the March 31, 2020 financial statements of Lixoft.
On April 1, 2020, the Companywe paid the former shareholders of Lixoft a total of $10.8 million, comprised of cash in the amount of $9.5 million and the issuance of 111,682 shares of the Company’sour common stock valued at $3.7 million, net of adjustments and a holdback for representations and warranties. Under the terms of the Agreement a price of approximately $32.15 dollars per share was used based upon the volume-weighted average closing price of the Company’sour shares of common stock for the 30-consecutive-trading-day period ending two trading days prior to April 1, 2020. A total of 9,669 shares are held in an escrow account for potential offset for representations and warrantees. Within three business days following the two-year anniversary of March 31, 2020 (the date of the Agreement) and subject to any offsets for representations and warrantees, the Companywe will pay the former shareholders of Lixoft a total of $2.0 million, comprised of $1.3 million of cash and shares released from escrow valued at $666 thousand issued at the date of the Agreement. The Agreement provides for a two-year market standoff period in which the newly issued shares may not be sold by the recipients thereof.
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In addition, the Agreement calls for earnout payments up to an additional $5.5 million, two-thirds cash and one-third newly issued, unregistered shares of the Company’sour common stock based on a revenue growth formula each year for the two years subsequent to April 1, 2020. The former shareholders can earn up to $2.0 million the first year and $3.5 million in year two. The earnout liability has been recorded at fair value.
Under the acquisition method of accounting, the total purchase price reflects Lixoft’s tangible and intangible assets and liabilities based on their estimated fair values at the date of the completion of the acquisition (April 1, 2020). The following table summarizes the preliminary allocation of the purchase price for Lixoft:
Allocation of purchase price | ||||
(in thousands) | ||||
Assets acquired, including cash of $3,799 and accounts receivable of $629 | $ | 5,007 | ||
Developed technologies acquired | 8,010 | |||
Estimated value of intangible assets acquired (customer lists, trade name etc.) | 4,160 | |||
Estimated goodwill acquired | 2,534 | |||
Liabilities assumed | (1,118 | ) | ||
Total consideration | $ | 18,593 |
Goodwill was provided in the transaction based on estimates of future earnings of this subsidiary including anticipated synergies associated with the positioning of the combined company as a leader in Model-Based Drug Development.
Consolidated supplemental Pro Forma information
The following unaudited consolidated supplemental pro forma information assumes that the acquisition of Lixoft took place on September 1, 2019 for the income statement for the three-month periodthree and nine months ended November 30, 2020.May 31, 2021. These amounts have been calculated after applying the Company’sour accounting policies and adjusting the results of Lixoft to reflect the same expenses in the three-month periodedthree and nine months ended November 30, 2019.May 31, 2020. The adjustments include costs of acquisition, and amortization of intangibles and other technologies acquired during the merger, assuming the fair value adjustments applied on September 1, 2019, together with consequential tax effects.
Schedule of Pro Forma Information | ||||||||||||||||||||||||
For the three-month period ended | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
(in thousands) | November 30, (Unaudited) | For the three months ended | For the nine months ended | |||||||||||||||||||||
(Actual) | (Pro forma) | (Actual) | (Pro forma)* | (Actual) | (Pro forma)* | |||||||||||||||||||
2020 | 2019 | May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |||||||||||||||||||
Net sales | $ | 10,701 | $ | 10,521 | ||||||||||||||||||||
Net income | $ | 2,479 | $ | 2,516 | ||||||||||||||||||||
Revenue | $ | 12,777 | $ | 12,422 | $ | 36,625 | $ | 34,430 | ||||||||||||||||
Net Income | $ | 3,787 | $ | 3,565 | $ | 9,477 | $ | 8,442 |
*Balance includes two months of actual results for Lixoft.
NOTE 13: SUBSEQUENT EVENTS
On Wednesday, January 6,June 23, 2021, the Company held a special meeting of shareholders, pursuant to which the Company’s shareholders approved the adoption of the 2021 Plan, effective as of April 9, 2021. The 2021 Plan replaces the Company’s 2017 Plan. The 2021 Plan was approved, subject to shareholder approval, by the Board of Directors of the Company on April 9, 2021.
In June 2021, under the terms of the Lixoft acquisition agreement, the Company made an earnout payment of $2.0 million (two-thirds cash and one-third newly issued, unregistered shares of common stock) to the former shareholders of Lixoft.
On Thursday, July 8, 2021, our Board of Directors declared a quarterly cash dividend of $$12001.21.2 million will be distributed on Monday, February 1,August 2, 2021, for shareholders of record as of Monday, January 25,July 26, 2021.
On December 28, 2020, the Company entered into a Third Amendment with Crest Development Group LLC to amend a lease of real property originally entered into on September 12, 2005 as amended in June 2013 and May 2016 for property located at 42505 10th Street West, Ste. A in Lancaster, California. The Premises serves as the Company’s principal executive office. This Third Amendment (i) extends the term of the Lease by approximately five years to January 31, 2026, (ii) decreases the leased square footage from 13,500 sq. ft to 9,255 sq. ft, (iii) correspondingly reduces the base rent from $25,000 per month to $16,659 per month and (iv) allows the Company to opt out of the last 4 years of the Lease upon 180-day notice to the Landlord with no penalty.
Item 2. Management's Discussion and Analysis or Planof Financial Condition and Results of Operations
Forward-Looking Statements
This document and the documents incorporated in this document by reference contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking statements.
The forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as “believes,” expects,” “anticipates,” “intends,” “will,” “may,” “could,” “would,” “projects,” “continues,” “estimates” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements.
The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations.
Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on November 16, 2020 and elsewhere in this document and in our other filings with the SEC.
Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events, or otherwise.
General
BUSINESS
OVERVIEW
Simulations Plus, Inc., incorporated in 1996, is a premier developer of modeling and simulation software for drug discovery and development, including the prediction of properties of molecules utilizing artificial-intelligence- and machine-learning-based technology. We also provide consulting services ranging from early drug discovery through preclinical and clinical trial development to regulatory submissions in support of product approval. Our software and consulting services are provided to major pharmaceutical, biotechnology, agrochemical, cosmetics, and food industry companies and to academic and regulatory agencies worldwide for use in the conduct of industry-based research. SLP is headquartered in Southern California, with offices in Buffalo, NY, Research Triangle Park, NC, and Paris, France. The Company’sOur common stock trades on the Nasdaq CapitalGlobal Select Market under the symbol “SLP”.
We are a global leader focused on improving the ways scientists use knowledge and data to predict the properties and outcomes of pharmaceutical and biotechnology agents by providing a wide range of early discovery, preclinical, and clinical consulting services and software. Our innovations in integrating new and existing science in medicinal and computational chemistry, pharmaceutical science, biology, physiology, and machine learning into our software have enabled us to be a leading software provider for physiologically based pharmacokinetics (PBPK)“(PBPK”) modeling and simulation, pharmacometric modeling and simulation, prediction of molecular properties from structure, and prediction of the propensity of drugs to induce liver injury or to treat nonalcoholic fatty liver disease. Our scientific consulting staff draw upon extensive experience across multiple therapeutic areas and a full range of modeling and simulation techniques to assist our clients across the full spectrum of drug development.
We generate revenue by delivering relevant, cost-effective software and creative and insightful consulting services. Pharmaceutical and biotechnology companies use our software programs and scientific consulting services to guide early drug discovery (molecule design screening and lead optimization), preclinical, and clinical development programs, including using our software products and services to enhance their understanding of the properties of potential new medicines and to use emerging data to improve formulations, select and justify dosing regimens, support the generics industry, optimize clinical trial designs, and simulate outcomes in special populations, such as in elderly and pediatric patients.
Simulations Plus acquired Cognigen Corporation (Cognigen) as a wholly owned subsidiary in September 2014. Cognigen was originally incorporated in 1992. Through the integration of Cognigen into Simulations Plus, Simulations Plus became a leading provider of population modeling and simulation contract research services for the pharmaceutical and biotechnology industries. Our clinical-pharmacology-based consulting services include pharmacokinetic and pharmacodynamic modeling, clinical trial simulations, data programming, and technical writing services in support of regulatory submissions. We have also developed software for harnessing cloud-based computing in support of modeling and simulation activities and secure data archiving, and we provide consulting services to improve interdisciplinary collaborations and research and development productivity.
Simulation Plus acquired DILIsym Services, Inc. (DILIsym) as a wholly owned subsidiary in June 2017. The acquisition of DILIsym positioned the Companyus as the leading provider of Drug Induced Liver Injury (DILI) modeling and simulation software and related scientific consulting services. In addition to the DILIsym® software for analysis of potential drug-induced liver injury, DILIsym.DILIsym also has developed a simulation program for analyzing nonalcoholic fatty liver disease (NAFLD) called NAFLDsym™. Both the DILIsym and NAFLDsym software programs require outputs from physiologically based pharmacokinetics (PBPK)PBPK software as inputs. Outputs generated by the GastroPlus™ PBPK software that are required by DILIsym software can be automatically mapped to DILIsym applications; thus, the integration of these technologies provides a seamless capability for analyzingstreamlines the analysis of the potential for drug-induced liver injury for new drug compounds and for investigating the potential for new therapeutic agents to treat NAFLD. Since the acquisition, DILIsym has applied its mechanistic modeling resources in other disease areas including idiopathic pulmonary fibrosis (IPF).
Simulations Plus acquired Lixoft as a wholly owned subsidiary onin April 1, 2020. Lixoft brings to Simulations Plus its powerful software products, Monolix, Simulx, and PKanalix, which can take modeling projects from data exploration to clinical trial simulations. In addition, Lixoft provides training and focused consulting services which can accelerate pharmacometric studies. Lixoft’s technologies were developed as a result of a research program led by the French national research institute for digital science and technology (Inria), on nonlinear mixed effect models for advanced population analysis, pharmacometrics, pre-clinical, and clinical trial modeling and simulation. Lixoft continues to work with Inria.
PRODUCTS
General
We currently offer eleven software products for pharmaceutical research and development: five simulation programs that provide time-dependent results based on solving large sets of differential equations: GastroPlus; DDDPlus™; MembranePlus™; DILIsym; and NAFLDsym®NAFLDsym®; three programs that are based on predicting and analyzing static (not time-dependent) properties of chemicals: ADMET Predictor; MedChem Designer™; and MedChem Studio™ (the combination of ADMET Predictor, MedChem Designer, and MedChem Studio is called our ADMET Design Suite); a program which is designed for rapid clinical trial data analysis and regulatory submissions called PKPlus™; a program called KIWI™ from our Cognigen division that provides an integratedcloud-based communication and collaboration platform for exploratory data analysis, population PK/PD modeling and reporting through our proprietary secure cloud;called KIWITM; and in April 2020 with the acquisition of Lixoft, we added the Monolix Suite of products – a modeling and simulation solution that allows nonparametricpopulation analyses, population PKPD analyses, and modeling and clinical trial simulation.especially for pharmacokinetic-pharmacodynamic (‘PKPD”) analyses.
Software business
Our software business represents 58%represented 61% of our total revenue during the first quarternine months of fiscal year 2021, and iswas primarily generated by the following products:
GastroPlus®GastroPlus®
Our flagship product, originally introduced in 1998, and currently our largest single source of software revenue, is GastroPlus. GastroPlus mechanistically simulates the absorption, pharmacokinetics, pharmacodynamics, and drug-drug interactions (DDI) of compounds administered to humans and animals and is currently one of the most widely used commercial software of its type by industry, the U.S. Food and Drug Administration (FDA), the U.S. National Institutes of Health (NIH), and other government agencies in the U.S. and around the world. In October 2020,February 2021, GastroPlus version 9.8,9.8.1, which provides enhancements to non-oral deliveryincluded new mechanisms and updated documentation for key DDI standards models, was released.
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ADMET Predictor®Predictor®
ADMET Predictor is a top-ranked, chemistry-based computer program that takes molecular structures (i.e., drawings of molecules represented in various formats) as inputs and uses our unique artificial intelligence/machine learning technologies to predict approximately 175 different properties for them at an average rate of over 200,000 compounds per hour on a modern laptop computer. This capability allows chemists to generate estimates for a large number of important molecular properties without the need to synthesize and test the molecules, as well as to generate estimates of unknown properties for molecules that have been synthesized, but for which only a limited number of experimental properties have been measured. In September 2020,April 2021, ADMET Predictor® Version 10.0 (APX)10.2 (APX.2), which includes new capabilities in the High Throughput Pharmacokinetic (HTPK) Simulation Module and integrates Artificial Intelligence-driven Drug Design Integration (AIDD) with PBPK,machine learning and physiologically based pharmacokinetic (PBPK) technologies to guide lead selection, was released.
DILIsym®DILIsym®
The DILIsym software is a quantitative systems pharmacology (QSP)(“QSP”) program that was introduced in 2011. QSP software models are based on the fundamental understanding of complex biological pathways, disease processes, and drug mechanisms of action, integrating information from experiments and forming hypotheses for the next experimental model. DILIsym deals with the propensity for some drug molecules to induce temporary or permanent changes in biological functions within liver cells (hepatocytes) that can result in damage to the liver (i.e., drug-induced liver injury or DILI).
Monolix SuiteTM™
The Monolix Suite is a unique solution for modeling and simulation for pharmaceutical companies, biotechs, and hospitals. It supports nonparametric analyses, population PKPD analyses and modeling, and clinical trial simulation. The extended MonolixSuite contains three main products: Monolix, Simulx, and PKanalix. These products are interconnected and interoperable, i.e., allowing users to go from one application to another one without changing anything in terms of data set or of biological models. Monolix 2020R1 was released in November 2020, which combines the most advanced algorithms with unique ease of use.
Consulting Services
Our consulting business represented 42%39% of our total revenue during the first quarternine months of fiscal year 2021, and iswas primarily generated by the following services:
PKPD
Our clinical-pharmacology-based consulting services include population pharmacokinetic and pharmacodynamic modeling, exposure-response analyses, clinical trial simulations, data programming, and technical writing services in support of regulatory submissions. The Company providesIn addition to modeling and simulation consulting services, we provide expertise and assistance when an organization does not havewith development-related decision making and support for regulatory interactions related to dose selection, clinical trial design, and understanding of the time or resources to use our software directly.determinants of safety and efficacy for new medicines.
QSP/QST
We provide creative and insightful consulting services to support our quantitative systems pharmacology/quantitative systems toxicology (“QSP/QSTQST”) modeling focused on heart failure, liver safety, and radiation syndrome, as well as other areas.Pharmaceutical and biotechnology companies use our scientific consulting services to guide early drug discovery (molecule design screening and lead optimization), preclinical, and clinical development programs. This includes using our software products and services to enhance their understanding of the properties of potential new medicines and to use emerging data to improve formulations, select and justify dosing regimens, support the generics industry, optimize clinical trial designs, and simulate outcomes in special populations, such as in elderly and pediatric patients.
PBPK
Beginning in 2014, the FDA and other regulatory agencies began to emphasize the need to encourage mechanistic PBPK modeling and simulation in clinical pharmacology, with final guidance documents completed in 2018. New draft guidance documents were released in October 2020 focused on additional applications for biopharmaceuticals. This has resulted in an increased need for us to provide consulting-related services to support this sophisticated product.technique. We support Model BasedModel-Informed Drug Discovery and Development in all phases of drugthroughout the entire product lifecycle: from discovery translationalthrough translation research and clinical development when an organization does not have the time or resources to use our software directly. More specifically, our clients seek out our consulting services to acquire scientific, therapeutic-area-related modeling and simulation expertise that they do not have in-house.
Summary Results of Operations
Comparison of Three Months Ended November 30, 2020 and 2019.
The following table sets forth our condensed statements of operations (in thousands) and the percentages that such items bear to net sales:
(in thousands) | Three Months Ended November 30, | |||||||||||||||
2020 | 2019 | |||||||||||||||
Revenues | $ | 10,701 | 100.0% | $ | 9,401 | 100.0% | ||||||||||
Cost of revenues | 2,433 | 23 | 2,643 | 28 | ||||||||||||
Gross margin | 8,268 | 77 | 6,758 | 72 | ||||||||||||
Selling, general and administrative | 4,408 | 41 | 3,514 | 37 | ||||||||||||
Research and development | 809 | 8 | 526 | 6 | ||||||||||||
Total operating expenses | 5,217 | 49 | 4,040 | 43 | ||||||||||||
Income from operations | 3,051 | 29 | 2,718 | 29 | ||||||||||||
Other income (expense) | (55 | ) | (1 | ) | 15 | 0.2 | ||||||||||
Income before provision for income taxes | 2,996 | 28 | 2,733 | 29 | ||||||||||||
(Provision for) income taxes | (517 | ) | (5 | ) | (675 | ) | (7 | ) | ||||||||
Net income | $ | 2,479 | 23% | $ | 2,058 | 22% |
Consolidated Revenues
Consolidated revenues increased by 14% or $1.3 million to $10.7 million for the three months ended November 30, 2020 compared to $9.4 million for the three months ended November 30, 2019.
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ENVIRONMENTAL, SOCIAL, GOVERNANCE
We are committed to providing consistent and excellent return to our shareholders, all while maintaining a strong sense of good corporate citizenship that places a high value on the welfare of our employees, the communities in which we operate, and the world as a whole. We believe that effectively prioritizing and managing our Environmental, Social, and Governance (“ESG”) topics will help create long-term value for our investors. We also believe that transparently disclosing the goals and relevant metrics related to our ESG programs will allow our stakeholders to be informed about our progress.
The topics covered in this section are provided by relevant topics identified through third-party ESG reporting frameworks, standards and metrics, such as the Sustainability Accounting Standards Board (“SASB”), and United Nations Sustainable Development Goals. More information on our key ESG programs, goals and commitments, and key metrics can be found on our website in our 2020 ESG Report.
Our ESG highlights as of the fiscal year ended August 31, 2020 include the following:
COVID-19 Response. With employee health and safety always a top priority, SLP proactively implemented a COVID-19 Contingency Plan in late February of 2020, prior to the state-issued stay-at-home orders. The comprehensive plan included information on prevention measures, travel restrictions, when and how to quarantine, the Families First Coronavirus Response Act, sick leave arrangements, including caring for family members affected by COVID-19, and workplace safety measures. At the time, as part of our ongoing flexible work initiative to give employees the option of telecommuting or working remotely, over 40 percent of our workforce was already working from home, however in response to the COVID-19 pandemic, we took quick action to ensure the safety of the rest of our workforce by supporting them in setting up home offices.
Since that initial plan was disseminated, additional updates from SLP management have included the most up-to-date information from the U.S. Department of State, CDC and WHO, and we have, at all times, encouraged employees to keep management informed of the need for any additional support. Our COVID-19 Contingency Plan communication and our SLP Policy for Returning to Work During the Coronavirus Pandemic specifies several CDC-recommended measures to mitigate the spread of COVID-19 in the workplace, including that masks be worn in the office, the importance of social and physical distancing and frequent hand-washing, and that employees are to remain home if feeling unwell and self-quarantine following any possible exposure to the virus. In addition to these measures, the company has increased sanitation procedures to ensure the safety of those employees who have resumed working in the office.
We will continue to monitor mandates, guidelines and recommendations issued by the CDC, WHO and local governments as they are released, and revise our COVID-19 Contingency Plan communication and our SLP Policy for Returning to Work During the Coronavirus Pandemic accordingly.
Our Commitment to the Environment
· | We participate in a recycling program through our local waste management facility to divert all recyclable materials – bottles, cans, plastics, paper, and cardboard – from landfills. Across the company, our facilities provide for recycling, and our electronic waste is sent to local approved e-waste recycling centers. |
· | Our operations are built on continual improvements in efficiency and clean energy. From 2012 to 2019, our Buffalo division redesigned its data center to be more energy efficient as part of our ongoing and increasing commitment to reduce our environmental footprint and energy usage. An example of an upgrade is the installation of an uninterruptible power supply with hot and cold dial separation, and regulating the temperature and airflow through in-row cooling units with high efficiency fans based on cooling needs. |
· | We are also attentive to our energy use in our office operations. For instance, our Lancaster division recently switched to renewable energy. Lancaster Choice Energy (LCE) is the locally run power program created by the City of Lancaster, and we now proudly participate in LCE’s Smart Choice 100% renewable energy program. Our decision to opt in to the program not only contributes to the city’s goal of becoming one of the world’s first net-zero cities, but also reflects SLP’s dedication to creating positive impacts on the environment and local communities. |
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Social Impact and Supporting our Communities
· | Our support for the academic community is broad and deep. We provide certain distinguished professors at academic institutions with free reference site licenses for nonprofit research and teaching, including providing free access to our software in university instruction. In addition to reference site licenses, academic and research institutions are entitled to a 95% discount off commercial license fees, and we offer students and professors either free or substantially reduced fees to attend our training courses and workshops. In recent years, SLP has sponsored several students with awards given by the Society of Toxicology. | |
· | We provide sponsorships to numerous conferences, symposia, and associations such as the American Conference on Pharmacometrics (ACoP), American Association of Pharmaceutical Scientists (AAPS), American Chemical Society (ACS), Controlled Release Society (CRS), Groupe de Métabolisme et Pharmacocinétique (GMP), and the Gordon Research Conferences. | |
· | At the local level, SLP promotes a culture of voluntarism, and we offer our employees the flexibility they need to participate, from sponsoring and participating in charity golf tournaments to volunteering to serve hot meals to the disadvantaged. In recent years, we have joined the global GivingTuesday movement and donated food, clothing, and financial support to several organizations that serve those in need in our communities. |
Our People
· | In 2020, we added an HR resource who is currently implementing unified and consistent policies, procedures, and employee training across all of our business units. In our recruitment and hiring, SLP embraces diversity with the knowledge that it can lead to greater innovation, and in our workplace, we foster inclusion so all employees feel part of the SLP team with equal access to all opportunities. One of our goals is to expand our focus on Diversity, Equity and Inclusion. | |
· | Ethnic minority groups comprise more than one-third of our U.S. workforce and an estimated one-half of our employees originate from countries outside the United States. In terms of gender equity, women comprise approximately 47% of our workforce and men comprise approximately 53%. |
· | Our commitment to community, to education, and to gender equity can best be summarized by how our Lancaster division has, for more than a decade, funded a summer scholarship to Tech Trek, a one-week residential science, technology, engineering and math (STEM) camp founded and operated by the American Association of University Women (AAUW) that is designed to inspire young women to attend college, to major in STEM fields, and to pursue STEM careers. Our own female scientists, who are excellent role models for these young women, have volunteered their time to personally present our Tech Trek scholarship each year. |
Customer Privacy & Data Security
· | SLP values customer privacy and the data we collect are only as needed to deliver company information, software products, and/or simulation and modeling consulting services. Our website includes our comprehensive Privacy Policy which details what and how data are collected, how data are used and stored, and the options for controlling personal data, including opting-out, accessing, updating, or deleting it. |
· | In recognition of the critical importance of Data Security to our operations - i.e., Cybersecurity, Data Protection and Customer Privacy, in whole or in part – the SLP executive leadership team conducts a thorough examination of all elements of Data Security. Our obligation, across all divisions, is to ensure the security, confidentiality, and privacy of our systems and information assets, and to follow and be compliant with all relevant laws, regulations, and guidelines, including, but not limited to: |
o | U.S. and State Data Privacy Laws |
o | The EU’s General Data Protection Regulation (GDPR) |
o | Pharmaceutical Good Practice Quality Guidelines, including FDA 21 CFR Part 11 |
o | Sarbanes-Oxley Act |
· | In 2020, we enacted several organizational changes to strengthen our Data Security, beginning with the creation of a corporate level Information Technology department, operating under Corporate Human Resources, to bring greater consistency, efficiency, and functional IT support across all divisions. The Director of Information Technology is responsible for centralizing divisional data processing, storage, and backup capabilities with the support of IT teams in place at each of our geographical locations. The Director of Information Technology is also responsible for ensuring that corporate IT policies are aligned and compliant with all applicable regulatory provisions and current best practices. |
· | Another addition to our corporate Data Security team is the Corporate Personal Data Protection Officer (PDPO). The PDPO is responsible for establishing and maintaining a Personal Data Privacy program at SLP that is compliant with applicable data privacy laws and legislation at the state and federal levels, as well as the EU’s GDPR. The PDPO is leading our efforts to further build and implement a company-wide Personal Data Protection and Customer Privacy framework, protocols, and training. |
· | We also have an ongoing program of employee training in security awareness to keep our staff fully informed about potential cyber threats - such as phishing and malware – with periodic random phishing tests. |
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Business Ethics
· | From its inception, SLP has placed the highest emphasis on conducting its business with honesty and integrity. The highest ethical standards are expected of management and employees alike, and we continuously strive to create a corporate culture of honesty, integrity, and trust. Throughout our operations and in our dealings with SLP stakeholders, we endeavor to engender the confidence that the company’s conduct is beyond reproach. |
· | The policies we have developed are intended to: |
o | Define and disseminate our core values and the legal requirements applicable to good business conduct and ethical behavior. |
o | Offer guidance in understanding company policies, interpreting laws, and handling company-related issues and situations. |
o | Foster clear, ethical behaviors and conduct to create an atmosphere of respect, trust, cooperation, and collaboration throughout the company and its activities. |
o | Provide clear and well-defined procedures by which employees can easily obtain information, ask questions, and, if necessary, report any suspected violations of any of our Business Ethics policies. |
· | In addition to abiding by all applicable laws, all management and employees are required to comply fully with our Corporate Code of Business Conduct and Ethics (CCBCE) which sets forth the company’s values, business culture, and practices. |
Human Rights
· | SLP was founded on the belief that our software technologies could lead to important advances in healthcare, thereby improving patient outcomes, advancing and improving global health, and bettering the lives of humankind. This objective cannot be accomplished without a commitment to Human Rights, and SLP is committed to ensuring that, in our day-to-day business practices, in our business relationships, and in matters of employment, we will uphold our own principles as delineated in our Corporate Code of Business Conduct and Ethics. Furthermore, we support the principles set forth in the United Nations International Bill of Human Rights, specifically the Universal Declaration of Human Rights, and the ILO Declaration on Fundamental Principles and Rights at Work. As we evolve this policy, we will look to the UN Guiding Principles on Business and Human Rights (UNGPs) for guidance. |
Summary Results of Operations
Comparison of Three Months Ended May 31, 2021 and 2020:
(in thousands) | Three Months Ended May 31, | |||||||||||||||
2021 | 2020 | $ Change | % Change | |||||||||||||
Revenues | $ | 12,777 | $ | 12,298 | $ | 479 | 4 % | |||||||||
Cost of revenues | 2,471 | 2,666 | (195 | ) | (7)% | |||||||||||
Gross margin | 10,306 | 9,632 | 674 | 7 % | ||||||||||||
Selling, general and administrative | 5,094 | 5,023 | 71 | 1 % | ||||||||||||
Research and development | 670 | 752 | (82 | ) | (11)% | |||||||||||
Total operating expenses | 5,764 | 5,775 | (11 | ) | – | |||||||||||
Income from operations | 4,542 | 3,857 | 685 | 18 % | ||||||||||||
Other income (expense), net | (51 | ) | (77 | ) | 26 | (34)% | ||||||||||
Income before provision for income taxes | 4,491 | 3,780 | 711 | 19 % | ||||||||||||
Provision for income taxes | (704 | ) | (844 | ) | 140 | (17)% | ||||||||||
Net income | $ | 3,787 | $ | 2,936 | $ | 851 | 29 % |
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Revenues
Revenues increased by approximately $479 thousand or 4% to $12.8 million for the three months ended May 31, 2021, compared to consolidated revenue of approximately $12.3 million for the three months ended May 31, 2020. This increase is primarily due to a $1.6$1.4 million or 35%21% increase in consolidated software-related revenue, offset by a $0.3$1.0 million or 18% decrease in consolidated consulting and analytical study revenues when comparing the three months ended May 31, 2021 and 2020.
Cost of Revenues
Cost of revenues decreased by approximately $195 thousand, or 7%, to $2.5 million for the three months ended May 31, 2021, compared to approximately $2.7 million for the three months ended May 31, 2020. The decrease is primarily due to lower contract research organization fees for the DILIsym division.
Gross Margin
Gross margin increased by $674 thousand or 7% to $10.3 million for the three months ended May 31, 2021, compared to approximately $9.6 million for the three months ended May 31, 2020. The higher gross margin is primarily due to Simulations Plus division’s gross margin increase of $1.1 million or 17%, as well as the addition of the Lixoft division, which contributed $284 thousand to the increase. The gross margins for the Cognigen and DILIsym Divisions decreased by $332 thousand and $345 thousand, respectively, for the quarter.
Overall gross margin percentage increased by approximately 3% to 81% for the three months ended May 31, 2021, from 78% for the three months period ended May 31, 2020.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses increased by approximately $71 thousand, or 1% to approximately $5.1 million for the three months ended May 31, 2021 from $5.0 million for the three months ended May 31, 2020. The increase was primarily due to a $552 thousand increase in corporate salaries and bonuses and a $90 thousand increase in insurance costs related to higher liability-related insurance, offset by a decrease in professional and legal fees of approximately $535 thousand.
As a percent of revenues, consolidated selling, general, and administrative expenses decreased from 41% to 40% for the same comparative periods.
Research and Development Costs
Total research and development costs increased by $110 thousand for the three months ended May 31, 2021 compared to the three months ended May 31, 2020. During the third quarter of fiscal year 2021, we incurred approximately $1.5 million of research and development costs; of this amount, $800 thousand was capitalized and $670 thousand was expensed. For the three months ended May 31, 2020, we incurred approximately $1.4 million of research and development costs; of this amount, $606 thousand was capitalized and $752 thousand was expensed.
Other Income/Expense
Total other expense was $51 thousand for the three months ended May 31, 2021 compared to total other expense of $77 thousand for the three months ended May 31, 2020. The variance of $26 thousand is primarily due to increases in interest income from short-term investments and currency exchange gains, partially offset by an increase in the change in the valuation of contingent consideration.
Provision for Income Taxes
Provision for income taxes was $704 thousand for the three months ended May 31, 2021 compared to $844 thousand for the same period in the previous year. Our effective tax rate decreased 6.6% to 15.7% for the three months ended May 31, 2021 from 22.3% during the same period of the previous year primarily due to the disqualified disposition of options exercised.
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Comparison of Nine Months Ended May 31, 2021 and 2020:
(in thousands) | Nine Months Ended May 31, | |||||||||||||||
2021 | 2020 | Change ($) | Change (%) | |||||||||||||
Revenues | $ | 36,625 | $ | 32,049 | $ | 4,576 | 14 % | |||||||||
Cost of revenues | 7,815 | 7,975 | (160 | ) | (2)% | |||||||||||
Gross margin | 28,810 | 24,074 | 4,736 | 20 % | ||||||||||||
Selling, general and administrative | 14,960 | 12,646 | 2,314 | 18 % | ||||||||||||
Research and development | 2,771 | 2,026 | 745 | 37 % | ||||||||||||
Total operating expenses | 17,731 | 14,672 | 3,059 | 21 % | ||||||||||||
Income from operations | 11,079 | 9,402 | 1,677 | 18 % | ||||||||||||
Other income (expense), net | (169 | ) | (53 | ) | (116 | ) | 219 % | |||||||||
Income before provision for income taxes | 10,910 | 9,349 | 1,561 | 17 % | ||||||||||||
Provision for income taxes | (1,433 | ) | (2,205 | ) | 772 | (35)% | ||||||||||
Net income | $ | 9,477 | $ | 7,144 | $ | 2,333 | 33 % |
Revenues
Revenues increased by approximately $4.6 million or 14% to $36.6 million for the nine months ended May 31, 2021 compared to approximately $32.0 million for the nine months ended May 31, 2020. This increase is primarily due to a $5.4 million or 32% increase in consolidated software-related revenue, offset by a $846 thousand or 6% decrease in consolidated consulting and analytical study revenues when comparing the three-month periodsnine months ended November 30, 2020May 31, 2021 and November 30, 2019.2020.
Consolidated Cost of Revenues
Consolidated costCost of revenues decreased by $0.2 million,approximately $160 thousand or 8%, to $2.4 million2% for the three-month periodnine months ended November 30, 2020May 31, 2021 compared to $2.6 million for the three-month periodnine months ended November 30, 2019.May 31, 2020. The decrease is primarily due to a $0.2 million decrease in labor-related costs and contract research organization fees fortotaling $446 thousand, partially offset by higher amortization of software development costs related to the DILIsym division.purchase of Lixoft of $291 thousand.
Consolidated Gross Margin
Consolidated grossGross margin increased $1.5$4.7 million or 22%20% to $8.3$28.8 million for the three-month periodnine months ended November 30, 2020May 31, 2021 compared to $6.8$24.1 million for the three-month periodnine months ended November 30, 2019.
May 31, 2020. The higher gross margin is primarily due to the addition of the Lixoft division, which contributed $1.0$2.7 million to the increase, as well as due to the Simulations Plus division’s gross margin increase of $0.5$2.4 million or 13%16%. The Cognigen Division gross margin increased $0.4 millionby $223 thousand or 36%, with a gross margin percentage of 57% for the quarter.5%. This was offset by a decrease forin DILIsym Divisions’ gross margin of $0.5 million$645 thousand or 32% with a gross margin percentage of 72%16% for the quarter.year to date.
Overall gross margin percentage increased by 5%4% to 77%79% for the three-month periodnine months ended November 30, 2020May 31, 2021 from 72%75% for the three-month periodnine months ended November 30, 2019.May 31, 2020.
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Consolidated Selling, General and Administrative Expenses
Selling, general, and administrative expenses increased $0.9by approximately $2.3 million, or 25%18% to $4.4$15.0 million for the three-month periodnine months ended November 30, 2020May 31, 2021 from $3.5approximately $12.7 million for the three-month periodnine months ended November 30, 2019. As a percent of revenues, Selling, general, and administrative expense increased from 37% to 41% for the same comparative periods.May 31, 2020.
The increase in Selling, General,general, and Administrativeadministrative expense was primarily due to the following:
· | Salaries and |
· | Payroll tax expense increased |
· | |
As a percent of revenues, Selling, general, and administrative expense increased from 39% to 41% for the same comparative periods.
Research and Development Costs
Total research and development costs increased by $0.5$1.4 million for the threenine months ended November 30, 2020May 31, 2021 compared to the threenine months ended November 30, 2019.May 31, 2020. During the first quarterthree quarters of FYfiscal year 2021, we incurred approximately $1.5$5.1 million of research and development costs; of this amount, $0.7$2.3 million was capitalized and $0.8$2.8 million was expensed. For the threenine months ended November 30, 2019May 31, 2020 we incurred approximately $1.0$3.7 million of research and development costs,costs; of this amount, $0.5$1.7 million was capitalized and $0.5$2.0 million was expensed.
Other Income (Expense)Income/Expense
Total other expense was $55$169 thousand for the threenine months ended November 30, 2020May 31, 2021 compared to total other incomeexpense of $15$53 thousand for the threenine months ended November 30, 2019.May 31, 2020. The decreasevariance of $70$116 thousand is primarily due to a change in the valuation of contingent consideration, partially offset by an increase in interest income resulting from short-term investments.and a currency exchange gain.
Provision for Income Taxes
The provision for income taxes was $0.5$1.4 million for the threenine months ended November 30, 2020May 31, 2021 compared to $0.7$2.2 million for the same period in the previous year. Our effective tax rate decreased 7.4%10.5% to 17.3%13.1% for the threenine months ended November 30, 2020May 31, 2021 from 24.7%23.6% during the same period of the previous year.
Net Income
Net income increased by $0.4 million, or 20.5%, foryear primarily due to the three months ended November 30, 2020 to $2.5 million from $2.1 million for the same period in the previous year.disqualified disposition of options exercised.
Segment Results of Operations
Comparison of Three Months Ended May 31, 2021 and 2020:
RevenueRevenues
(in thousands) | Three Months Ended November 30, | Three Months Ended May 31, | ||||||||||||||||||||||||||||||
2020 | 2019 | Change ($) | Change (%) | 2021 | 2020 | Change ($) | Change (%) | |||||||||||||||||||||||||
Simulations Plus | $ | 5,432 | $ | 4,927 | $ | 505 | 10% | $ | 7,916 | $ | 6,728 | $ | 1,188 | 18 % | ||||||||||||||||||
Cognigen | 2,668 | 2,387 | 281 | 12 | 2,536 | 3,039 | (503 | ) | (17)% | |||||||||||||||||||||||
DILIsym | 1,372 | 2,087 | (715 | ) | (34 | ) | 1,331 | 1,909 | (578 | ) | (30)% | |||||||||||||||||||||
Lixoft* | 1,229 | – | 1,229 | 100 | 994 | 622 | 372 | 60 % | ||||||||||||||||||||||||
Total | $ | 10,701 | $ | 9,401 | $ | 1,300 | 14% | $ | 12,777 | $ | 12,298 | $ | 479 | 4 % |
*Lixoft was acquired on April 1, 2020.
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Cost of RevenueRevenues
(in thousands) | Three Months Ended November 30, | Three Months Ended May 31, | ||||||||||||||||||||||||||||||
2020 | 2019 | Change ($) | Change (%) | 2021 | 2020 | Change ($) | Change (%) | |||||||||||||||||||||||||
Simulations Plus | $ | 711 | $ | 744 | $ | (33 | ) | (4)% | $ | 715 | $ | 594 | $ | 121 | 20 % | |||||||||||||||||
Cognigen | 1,145 | 1,271 | (126 | ) | (10) | 1,161 | 1,332 | (171 | ) | (13)% | ||||||||||||||||||||||
DILIsym | 386 | 628 | (242 | ) | (39) | 414 | 647 | (233 | ) | (36)% | ||||||||||||||||||||||
Lixoft* | 191 | – | 191 | 100 | 181 | 93 | 88 | 95 % | ||||||||||||||||||||||||
Total | $ | 2,433 | $ | 2,643 | $ | (210 | ) | (8)% | $ | 2,471 | $ | 2,666 | $ | (195 | ) | (7)% |
*Lixoft was acquired on April 1, 2020.
Gross Margin
(in thousands) | Three Months Ended November 30, | Three Months Ended May 31, | ||||||||||||||||||||||||||||||
2020 | 2019 | Change ($) | Change (%) | 2021 | 2020 | Change ($) | Change (%) | |||||||||||||||||||||||||
Simulations Plus | $ | 4,721 | $ | 4,183 | $ | 538 | 13% | $ | 7,201 | $ | 6,134 | $ | 1,067 | 17 % | ||||||||||||||||||
Cognigen | 1,523 | 1,116 | 407 | 36 | 1,375 | 1,707 | (332 | ) | (19)% | |||||||||||||||||||||||
DILIsym | 986 | 1,459 | (473 | ) | (32) | 917 | 1,262 | (345 | ) | (27)% | ||||||||||||||||||||||
Lixoft* | 1,038 | – | 1,038 | 100 | 813 | 529 | 284 | 54 % | ||||||||||||||||||||||||
Total | $ | 8,268 | $ | 6,758 | $ | 1,510 | 22% | $ | 10,306 | $ | 9,632 | $ | 674 | 7 % |
*Lixoft was acquired on April 1, 2020.
Three Months Ended November 30, 2020 compared with Three Months Ended November 30, 2019
Simulations Plus
Revenue increased $505 thousandFor the three months ended May 31, 2021, the revenue increase of $1.2 million or 10%18%, compared to the three months ended May 31, 2020 was primarily due to higher sales from GastroPlus ($357817 thousand) and ADMET Software ($94277 thousand). Cost of revenue decreased marginallyincreased $121 thousand during the periods. Grosssame periods and gross margin increased $538$1.1 million or 17%, primarily due to the increase in revenue.
Cognigen
For the three months ended May 31, 2021, the revenue decrease of $503 thousand or 17%, compared to the three months ended May 31, 2020 was primarily due to a decrease in grant revenue. Cost of revenues decreased $171 thousand or 13%, primarily due to the changea reduction in revenue.salaries, offset by an increase in subcontractor costs and bonus expense. Gross margin decreased $332 thousand or 19%.
CognigenDILIsym
Revenue increased $281For the three months ended May 31, 2021, the revenue decrease of $578 thousand or 12%,30% compared to the three months ended May 31, 2020 was primarily due to an increase inlower revenue from consulting services of $445 thousand and lower grant revenue of $248$119 thousand. Cost of revenue decreased $126 thousand or 10%, primarily due to a reduction in salaries. Gross margin increased $407$233 thousand or 36%, primarily due to the increase in income.
DILIsym
Revenue decreased $715 thousand or 34%, primarily due to lower revenue from DILIsym consulting services. Cost of revenue decreased $242 thousand or 39%, primarily due to a decrease in contract research organization fees of $226 thousand.fees. Gross margin decreased $473$345 thousand or 32%, primarily due27%.
Lixoft
For the three months ended May 31, 2021, the revenue increase of $372 thousand or 60% compared to the change in revenue.
Lixoft
Revenue increased $1.2 millionthree months ended May 31, 2020 was primarily due to the purchase of Lixoft on April 1, 2020. Software sales of the Monolix Suite generated 95% of total revenue and 5% was generated from consulting services. Cost of revenue and gross margin increases of $88 thousand or 95% and $284 thousand or 54%, respectively, were both primarily due to the purchase of Lixoft on April 1, 2020.
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Comparison of Nine Months Ended May 31, 2021 and 2020:
Revenues
(in thousands) | Nine Months Ended May 31, | |||||||||||||||
2021 | 2020 | Change ($) | Change (%) | |||||||||||||
Simulations Plus | $ | 19,994 | $ | 17,559 | $ | 2,435 | 14% | |||||||||
Cognigen | 7,987 | 8,176 | (189 | ) | (2)% | |||||||||||
DILIsym | 4,817 | 5,692 | (875 | ) | (15)% | |||||||||||
Lixoft* | 3,827 | 622 | 3,205 | 515% | ||||||||||||
Total | $ | 36,625 | $ | 32,049 | $ | 4,576 | 14% |
*Lixoft was acquired on April 1, 2020.
Cost of Revenues
(in thousands) | Nine Months Ended May 31, | |||||||||||||||
2021 | 2020 | Change ($) | Change (%) | |||||||||||||
Simulations Plus | $ | 2,199 | $ | 2,185 | $ | 14 | 1% | |||||||||
Cognigen | 3,531 | 3,943 | (412 | ) | (10)% | |||||||||||
DILIsym | 1,524 | 1,754 | (230 | ) | (13)% | |||||||||||
Lixoft* | 561 | 93 | 468 | 503% | ||||||||||||
Total | $ | 7,815 | $ | 7,975 | $ | (160 | ) | (2)% |
*Lixoft was acquired on April 1, 2020.
Gross Margin
(in thousands) | Nine Months Ended May 31, | |||||||||||||||
2021 | 2020 | Change ($) | Change (%) | |||||||||||||
Simulations Plus | $ | 17,795 | $ | 15,374 | $ | 2,421 | 16% | |||||||||
Cognigen | 4,456 | 4,233 | 223 | 5% | ||||||||||||
DILIsym | 3,293 | 3,938 | (645 | ) | (16)% | |||||||||||
Lixoft* | 3,266 | 529 | 2,737 | 517% | ||||||||||||
Total | $ | 28,810 | $ | 24,074 | $ | 4,736 | 20% |
*Lixoft was acquired on April 1, 2020.
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Simulations Plus
For the nine months ended May 31, 2021, the revenue increase of $2.4 million or 14% compared to the nine months ended May 31, 2020 was primarily due to higher sales from GastroPlus ($1.7 million) and ADMET Software ($587 thousand). Cost of revenue increased $191slightly during the same periods, and gross margin increased $2.4 million or 16%, primarily due to the increase in revenue.
Cognigen
For the nine months ended May 31, 2021, the revenue decrease of $189 thousand or 2% compared to the nine months ended May 31, 2020 was primarily due to a decrease in grant revenue. Cost of revenue decreased $412 thousand or 10%, primarily due to a reduction in headcount, partially offset by an increase in bonus accrual and stock-based compensation during the same periods. Gross margin increased by approximately $223 thousand or 5%.
DILIsym
For the nine months ended May 31, 2021, the revenue decrease of $875 thousand or 15% compared to the nine months ended May 31, 2020, was primarily due to lower revenue from consulting services. Cost of revenue decreased $230 thousand or 13% during the same periods, primarily due to lower contract research organization fees. Gross margin decreased $645 thousand or 16%, primarily due to the decrease in revenue.
Lixoft
For the nine months ended May 31, 2021, the revenue increase of $3.2 million compared to the nine months ended May 31, 2020 was primarily due to the purchase of Lixoft on April 1, 2020. Software sales of the Monolix Suite generated 96% of total revenue and 4% was generated from consulting services. Cost of revenue increased $468 thousand, and gross margin was $1.0increased $2.7 million primarily due to the purchase of Lixoft on April 1, 2020.
Liquidity and Capital Resources
Historically, ourOur principal sources of capital have been cash flows from our operations.operations and a public offering. We have achieved continuous positive operating cash flow over the last eleven fiscal years. We believe that our existing capital and anticipated funds from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the foreseeable future.
In August 2020, the companywe closed an underwritten public offering of 2,090,909 shares of itsour common stock to the public at $55.00 per share, which included the full exercise of the underwriters’ option to purchase 272,727 additional shares of common stock. The aggregate gross proceeds to the companyus from this offering were approximately $115 million, before deducting underwriting discounts and commissions; net proceeds were approximately $107.7 million. The offering was made pursuant to the Company’sour automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.
NotwithstandingOn March 31, 2020, we entered into a Stock Purchase and Contribution Agreement (the “Agreement”) with Lixoft. On April 1, 2020, we completed the foregoing,acquisition of all outstanding equity interests of Lixoft pursuant to the terms of the Agreement, with Lixoft becoming our wholly owned subsidiary. We believe the combination of Simulations Plus and Lixoft provides substantial future potential based on the complementary strengths of each of the companies. Under the terms of the Agreement, we agreed to pay the former shareholders of Lixoft total consideration of up to $16.5 million, consisting of two-thirds cash and one-third newly issued, unregistered shares of our common stock. At closing, we paid the former shareholders of Lixoft a total of $10.8 million, comprised of cash in the amount of $9.5 million and the issuance of 111,682 shares of our common stock valued at $3.7 million, net of adjustments and a holdback for representations and warranties. In addition, we paid $3.5 million of excess working capital based on the March 31, 2020 financial statements of Lixoft. In addition, the Agreement calls for earnout payments up to an additional $5.5 million, two-thirds cash and one-third newly issued, unregistered shares of our common stock based on a revenue growth formula each year for the two years subsequent to April 1, 2020. The former shareholders can earn up to $2 million the first year and $3.5 million in year two. See Note 12, Acquisition, to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a further description of the Agreement.
As of May 31, 2021, the Company had $58.8 million in cash and cash equivalents and $60.9 million in short-term investments.
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We believe that our existing capital and anticipated funds from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the foreseeable future. Thereafter, if cash generated from operations and the net proceeds from our underwritten public offering areis insufficient to satisfy our capital requirements, we may draw from our revolving line of credit with the bank, or we may have to sell additional equity or debt securities or obtain expanded credit facilities. In the event such financing is needed in the future, there can be no assurance that such financing will be available to us, or, if available, that it will be in amounts and on terms acceptable to us. If cash flows from operations became insufficient to continue operations at the current level, and if no additional financing was obtained, then management would restructure the Company in a way to preserve its pharmaceutical business while maintaining expenses within operating cash flows.
We will continue to seek opportunities for strategic acquisitions. If one or more such acquisitions is identified, a substantial portion of our cash reserves may be required to complete it; however, we intend to maintain sufficient cash reserves after any acquisition to provide reasonable assurance that outside financing will not be necessary to continue operations. If we identify an attractive acquisition that would require more cash to complete than we are willing or able to use from our cash reserves, we will consider financing options to complete the acquisition, including obtaining loans and issuing additional securities.
We are not aware of any trends or demands, commitments, events or uncertainties that are reasonably likely to result in a decrease in liquidity of our assets. The trend over the last ten years has been increasing cash deposits from our operating cash flows, and we expect that trend to continue for the foreseeable future.
Cash Flows
Operating Activities
Net cash provided by operating activities was $10.9 million for the nine months ended May 31, 2021. Our operating cash flows resulted primarily from our net income of $9.5 million, which was generated by cash received from our customers, offset by cash payments we made to third parties for their services and employee compensation. In addition, net cash outflow from changes in balances of operating assets and liabilities was $5.4 million, offset by non-cash charges of $6.8 million. The change in operating assets and liabilities was primarily a result of an increase in accounts receivable.
Net cash provided by operating activities was $6.1 million for the nine months ended May 31, 2020. Our operating cash flows resulted primarily from our net income of $7.1 million, which was generated by cash received from our customers, offset by cash payments we made to third parties for their services and employee compensation. In addition, net cash outflow from changes in balance of operating assets and liabilities was $4.4 million, offset by non-cash charges of $3.4 million. The change in operating assets and liabilities was primarily a result of an increase in accounts receivable and accounts payable, offset by a decrease in billings in excess of revenue and prepaid income tax.
Investing Activities
Cash provided by investing activities during the nine months ended May 31, 2021 of $865 thousand was primarily due to the proceeds from the sale of short-term investments of 68.1 million, partially offset by the purchase of short-term investments of $64.0 million, computer software development costs of $2.3 million and property and equipment costs of $1.0 million. Cash used for investing activities during the nine months ended May 31, 2020 of $7.5 million was primarily due to costs associated with the acquisition of a subsidiary and the development of computer software, partially offset by cash received from the acquisition of the subsidiary.
Financing Activities
For the nine months ended May 31, 2021, net cash used in financing activities of $2.2 million, was primarily due to dividend payments totaling $3.6 million, partially offset by proceeds from the exercise of stock options totaling $1.4 million. Net cash used by financing activities for the comparable period in fiscal year 2020 of $2.7 million, was primarily due to dividend payments totaling $3.2 million, partially offset by proceeds of $0.5 million from the exercise of stock options.
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Cash and Working Capital
Cash and cash equivalents were $58.8 million as of May 31, 2021 compared to $49.2 million as of August 31, 2020.
At May 31, 2021, we had working capital of $131.4 million, a ratio of current assets to current liabilities of 18.9 and a ratio of debt to equity of 0.1. At August 31, 2020, we had working capital of $123.6 million, a ratio of current assets to current liabilities of 23.4 and a ratio of debt to equity of 0.1.
Based upon our current operating plans, we believe that our existing cash and cash equivalents, together with anticipated funds from operations, will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the foreseeable future. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect.
Contractual Obligations
The following table provides aggregate information regarding our contractual obligations as of May 31, 2021:
(in thousands) | Payments due by period | |||||||||||||||||||
Contractual obligations: | Total | 1 year | 2–3 years | 4–5 years | More than 5 years | |||||||||||||||
Operating lease obligations | $ | 1,499 | $ | 465 | $ | 673 | $ | 361 | $ | – | ||||||||||
Contracts payable | 6,428 | 3,333 | 3,095 | – | – | |||||||||||||||
Total | $ | 7,927 | $ | 3,798 | $ | 3,768 | $ | 361 | $ | – |
Known Trends of Uncertainties
Although we have not seen any significant reduction in revenues to date, we have seen some consolidation in the pharmaceutical industry during economic downturns. These consolidations have not had a negative effect on our total sales to that industry; however, should consolidations and downsizing in the industry continue to occur, those events could adversely impact our revenues and earnings going forward.
The world has been affected due to the COVID-19 pandemic. Though there has not been a substantial impact on sales revenues, until the pandemic has passed, there remains uncertainty as to the effect on our business in both the short and long term.
We believe that the need for improved productivity in the research and development activities directed toward developing new medicines will continue to result in increasing adoption of simulation and modeling tools such as those we produce. New product developments in the pharmaceutical business segments could result in increased revenues and earnings if they are accepted by our markets; however, there can be no assurances that new products will result in significant improvements to revenues or earnings. For competitive reasons, we do not disclose all of our new product development activities.
39 |
Our continued quest for acquisitions could result in a significant change to revenues and earnings if one or more such acquisitions are completed.
The potential for growth in new markets (e.g., healthcare) is uncertain. We will continue to explore these opportunities until such time as we either generate sales or determine that resources would be more efficiently used elsewhere.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to recoverability and useful lives of long-lived assets, stock compensation, valuation of derivative instruments, allowances, contingent consideration, contingent value rights, fixed payment arrangements and going concern. Management bases its estimates and judgments on historical experience and on various other factors, including the COVID-19 pandemic, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The methods, estimates, and judgments used by us in applying these critical accounting policies have a significant impact on the results we report in our condensed consolidated financial statements. Our significant accounting policies and estimates are included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2020, filed with the SEC on November 16, 2020.
Information regarding our significant accounting policies and estimates can also be found in Note 2, Significant Accounting Policies, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of November 30, 2020 and August 31, 2020, we had cash and cash equivalents of $27.7 million and $49.2 million, respectively. We hold held-to-maturity short-term investments that are exposedThere has been no material change in our exposure to market risk related to changesfrom that described in interest rates, which could affect the valueItem 7A of our assets and liabilities. We do not hold any trading and or available-for-sale securities. Some of our cash and cash equivalents are held in money market accounts; however, they are not exposed to market-rate risk.Annual Report on Form 10-K for the year ended August 31, 2020.
In the three months ended November 30, 2020 and 2019, we sold $869 thousand and $841 thousand, respectively of software through representatives in certain Asian markets in local currencies. As a result, our financial position, results of operations, and cash flows can be affected by fluctuations in foreign currency exchange rates, particularly fluctuations in the yen and RMB exchange rates. These transactions give rise to receivables that are denominated in currencies other than the entity’s functional currency. The value of these receivables is subject to change because the receivables may become worth more or less due to changes in currency exchange rates. The majority of our software license agreements are denominated in U.S. dollars. We record foreign gains and losses as they are realized. We mitigate our risk from foreign currency fluctuations by adjusting prices in our foreign markets on a periodic basis. We base these changes on market conditions while working closely with our representatives. We do not hedge currencies or enter into derivative contracts.
Item 4. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2020.May 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, management concluded as of November 30, 2020,May 31, 2021, that our disclosure controls and procedures were effective.
Changes in Internal Controls over Financial Reporting
No change in the Company’sour internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the Company’sour most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
For a description of our material pending legal proceedings, please see Note 7, Commitments and Contingencies, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. | Risk Factors |
Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Common Stock. Additional risks not currently known or currently material to us may also harm our business.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
None.
Item 6. | Exhibits |
________________________
^ | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Registration S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
* | Filed herewith |
† | Those exhibits marked with a (†) refer to management contracts or compensatory plans or |
(1) | Incorporated by reference to the Company’s Registration Statement on Form SB-2 (Registration No. 333-6680) filed on March 25, 1997. |
(2) | Incorporated by reference to an exhibit to the Company’s Form 10-K for the fiscal year ended August 31, 2010. |
(3) | Incorporated by reference to an exhibit to the Company’s Form 8-K/A filed November 18, 2014. |
(4) | Incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed December 31, 2018. |
(5) | Incorporated by reference to an exhibit to the Company’s Form 8-K filed April 2, 2020. |
(6) | Incorporated by reference to an exhibit to the Company’s Form 8-K filed April 3, 2020. |
(7) | Incorporated by reference to the Company’s Form 8-K filed with the SEC on September 9, 2020. |
(8) | Incorporated by reference to an exhibit to the Company’s Form 10-Q for the fiscal quarter ended November 30, 2020. |
(9) | Incorporated by reference to an exhibit to the Company’s Form 8-K filed January 4, 2021. |
(10) | Incorporated by reference to an exhibit to the Company’s Form 8-K filed April 14, 2021. |
(11) | Incorporated by reference to an exhibit to the Company’s Form 8-K filed June 8, 2021. |
SIGNATURE
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, State of California, on January 11,July 14, 2021.
Simulations Plus, Inc. | ||
Date: | By: /s/ Will Frederick | |
Will Frederick |
Chief Financial Officer |