The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
This
reportQuarterly Report on Form 10-Q for the quarter ended May 31,
2021,2022 should be read in conjunction with our Annual Report on Form 10-K for the
fiscal year ended August 31,
2020,2021, filed with the Securities and Exchange Commission (“SEC”) on
November 16, 2020.October 27, 2021. 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
includesinclude 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.
Simulations Plus, Inc. (“Simulations Plus”) was incorporated on July 17, 1996. In September 2014, Simulations Plus acquired all of the outstanding equity interests of Cognigen Corporation (“Cognigen”) and Cognigen became a wholly owned subsidiary of Simulations Plus, Inc. In June 2017, Simulations Plus acquired DILIsym Services, Inc. (“DILIsym”) as a wholly owned subsidiary. In April 2020, Simulations Plus, Inc. acquired Lixoft, a French société par actions simplifiée (“Lixoft”)
, as a wholly owned subsidiary pursuant to a stock purchase and contribution
agreement. (Collectively, “Company”, “we”, “us”,agreement (Simulations Plus together with its subsidiaries, collectively, the “Company,” “we,” “us,” “our”).
Effective September 1, 2021, the Company merged Cognigen and DILIsym with and into Simulations Plus, Inc. through short form mergers (the “Mergers”). To effectuate the Mergers, the Company filed Certificates of Ownership with the Secretaries of State of the states of Delaware (Cognigen’s and DILIsym’s state of incorporation) and California (Simulation Plus’ state of incorporation). Consummation of the Mergers was not subject to approval of the Company’s stockholders and did not impact the rights of the Company’s stockholders.
We are a premier developer of drug discovery and development software for modeling and simulation, and for the prediction of molecular properties utilizing artificial intelligence (“AI”) and machine learning basedmachine-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, biotechnology, agrochemical, cosmetics, and food industry companies, andcompanies. They are also provided to regulatoryacademic agencies worldwide for use in the conduct of industry-based research.research and to regulatory agencies for product approval.
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.subsidiaries as applicable for the periods presented. All significant intercompany accounts and transactions have been eliminated upon consolidation.
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.
Certain numbers in the prior year have been reclassified to conform to the current year's presentation.
We generate revenue primarily from the sale of software licenses and by providing consulting services to the pharmaceutical industry for drug development.
In accordance with Accounting Standards Codification Topic 606 (ASC("ASC Topic 606)606"), “Revenue from Contracts with Customers”, we 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, we satisfy a performance obligation Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. As of May 31, 2022, remaining performance obligations were approximately $13.2 million. Approximately 89% of the remaining performance obligations are expected to be recognized over the next 12 months, with the remainder recognized thereafter. Remaining performance obligations estimates are subject to change and are affected by several factors, including contract terminations and changes in the scope of contracts. Disaggregation of Revenue The components of disaggregation of revenue for the three and nine months ended May 31, 2022 and 2021 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in thousands) | | Three Months Ended
May 31, | | Nine Months Ended
May 31, | | | 2022 | | 2021 | | 2022 | | 2021 | | Software licenses: | | | | | | | | | | Point in time | | $ | 9,380 | | | $ | 8,098 | | | $ | 25,980 | | | $ | 21,570 | | | Over time | | 267 | | | 200 | | | 787 | | | 703 | | | | | | | | | | | | Consulting services: | | | | | | | | | | Over time | | 5,312 | | | 4,479 | | | 15,405 | | | 14,352 | | | Total revenue | | $ | 14,959 | | | $ | 12,777 | | | $ | 42,172 | | | $ | 36,625 | |
Contract Balances We receive payments from customers based upon contractual billing schedules, while we recognize revenue when, or as, we satisfy our performance obligations. This timing difference results in accounts receivable, contract assets, and contract liabilities. We record accounts receivable when the right to consideration becomes unconditional. We record a contract asset if the right to consideration is conditioned on something other than the passage of time, such as our future performance. Contract assets are included in prepaid expenses and other current assets on our condensed consolidated balance sheets. We record a contract liability when we have an obligation to transfer goods or services to a customer for which we have received consideration from a customer. We refer to contract liabilities as deferred revenue on our condensed consolidated balance sheets. Contract asset balances as of May 31, 2022 and August 31, 2021 were $1.8 million and $3.2 million, respectively.
During the three and nine months ended May 31, 2022, we recognized $68 thousand and $608 thousand, respectively, of revenue that was included in contract liabilities as of August 31, 2021, and during the three and nine months ended May 31, 2021, we recognized $30 thousand and $430 thousand, respectively, of revenue that was included in contract liabilities as of August 31, 2020. 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, we satisfy a performance obligation |
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 determine 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 as described in ASC Topic 606340-40-25-4 to expense costs as incurred for sales commissions, whensince the amortization period of benefitthe asset that we otherwise would have beenrecognized is one year or less. MostThis expense is included in the condensed consolidated statements 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 Expedientsoperations and Exemptions
We 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 less; few, if any of the longer-term contracts have commissions associated with them. This expense is included in the condensed consolidated statements of operations as Selling, general, and administration expense. |
· | Transaction Price Allocated to Future Performance Obligations: ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of May 31, 2021. ASC 606 provides certain practical expedients that limit the requirement to disclose the aggregate amount of transaction price allocated to unsatisfied performance obligations.
We applied the practical expedient to not disclose the amount of transaction price allocated to unsatisfied performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less.
|
comprehensive income as selling, general, and administrative expense.
Cash and Cash Equivalents
For purposes of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Accounts Receivable
We analyze and Allowances for Credit Losses
The Company extends credit to its customers in the
agenormal course of
customerbusiness. The Company evaluates its allowance for credit losses based on its estimate of the collectability of its trade accounts receivable. As part of this assessment, the Company considers various factors including the financial condition of the individual companies with which it does business, the aging of receivable balances, historical
bad-debt experience,
customer creditworthiness, and changes in customer payment terms,
when makingcurrent market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, the Company’s estimates
ofand judgments with respect to the collectability of
our trade accountsits receivables is subject to greater uncertainty than in more stable periods. Accounts receivable
balances. If we determine that the financial conditions of any of our customers have deteriorated, whether due to customer-specific or general economic issues, an increase inbalances will be charged off against the allowance
may be made. Accounts receivable are written off when reasonablefor credit losses after all means of collection
attempts have
failed.been exhausted and the potential for recovery is considered remote. InvestmentsWeThe Company may invest excess cash balances in short-term and long-term marketable debt securities. Investments may consist of certificates of deposits,deposit, money market funds, U.S.accounts, government-sponsored agencyenterprise securities, corporate bonds, floating rate securities, municipal securities and/or commercial paper within the parameters of our Investment Policy and Guidelines. We accountThe Company accounts for ourits investments in marketable securities in accordance with Financial Accounting Standards Board (FASB)(“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
reportedmeasured at amortized
cost.cost and are presented at the net amount expected to be collected. Any change in the allowance for credit losses during the period is reflected in earnings. 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 withvalue. For available-for-sale debt securities in an unrealized
gainsloss position, we evaluate as of the balance sheet date whether the unrealized losses are attributable to a credit loss or
other factors. The portion of unrealized losses
excluded fromrelated to a credit loss is recognized in earnings, and
reported asthe portion of unrealized loss not related to a
separate component of shareholders’ equity.credit loss is recognized in other comprehensive income.
We classify our investments in marketable debt securities based on the facts and circumstances present at the time of purchase of the securities.
We subsequently reassess the appropriateness of that classification at each reporting date. During the quarter ended May 31,
2021,2022, all of our investments were classified as held-to-maturity.
Capitalized Computer Software Development Costs
Software development costs are capitalized in accordance with FASB ASC 985-20, “Costs of Software to Be Sold, Leased, or Marketed”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,revenue, 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
$344$314 thousand and
$310$344 thousand for the three months ended May 31,
20212022 and
2020,2021, respectively, and
$1.0$938 thousand and $1.0 million
and $938 thousand for the nine months ended May 31,
20212022 and
2020,2021, 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 are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are providedcalculated 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 |
Internal-use Software
We 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”, we have capitalized certain internal-use software which are included in long-term assets. The amortization
will beis classified as
Selling,selling, general, and administrative expenses on the condensed consolidated statement of operations, and maintenance and minor upgrades are
also charged to
selling, general, and administrative 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.
Supplemental
balance sheet information related to operating leases was as follows as of 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% | |
2022:
| | | | | | | | |
| (in thousands) | | |
| Right-of-use assets | | $ | 1,533 | |
| Lease liabilities, current | | $ | 459 | |
| Lease liabilities, long-term | | $ | 1,069 | |
| Operating lease costs | | $ | 394 | |
| Weighted average remaining lease term | | 3.30 years |
| Weighted average discount rate | | 3.41 | % |
Intangible Assets and Goodwill
We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognize the assets acquired and liabilities assumed at their acquisition-date fair value. Acquired intangible assets include customer relationships, software, trade names, and noncompete agreements. We 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,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 our use of the acquired assets or the strategy for our 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 May 31,
2021,2022, we determined that we have
four4 reporting units: Simulations Plus, Cognigen, DILIsym, and Lixoft. When testing goodwill for impairment, we first perform 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. We 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 our 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 our 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 May 31,
2021,2022, the entire balance of goodwill was attributed to three of our reporting 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. We did not recognize any impairment charges during the three
months and nine months ended May 31,
20212022 and
2020.Reconciliation of Goodwill as of May 31, 2021:
| Schedule of reconciliation of goodwill | | | | | | | | | | | | | | | | |
| (in thousands) | | Cognigen | | | DILIsym | | | Lixoft | | | Total | |
| Balance, August 31, 2020 | | $ | 4,789 | | | $ | 5,598 | | | $ | 2,534 | | | $ | 12,921 | |
| Addition | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Impairments | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Balance, May 31, 2021 | | $ | 4,789 | | | $ | 5,598 | | | $ | 2,534 | | | $ | 12,921 | |
2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Cognigen | | DILIsym | | Lixoft | | Total |
| Balance, August 31, 2021 | | $ | 4,789 | | $ | — | | $ | 5,598 | | $ | — | | $ | 2,534 | | | $ | 12,921 | |
| Addition | | — | | — | | — | | — | | — | | | — | |
| Impairments | | — | | — | | — | | — | | — | | | — | |
| Balance, May 31, 2022 | | $ | 4,789 | | | $ | 5,598 | | | $ | 2,534 | | | $ | 12,921 | |
Fair Value of Financial Instruments
Assets and liabilities recorded at fair value in the Condensed
Consolidated 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 that 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,
and 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 May 31,
20212022 and August 31,
20202021 for assets and liabilities measured at fair value on a recurring basis:
| 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 | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| May 31, 2022: | | | | | | | | |
| | | | | | | | |
| (in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
| Cash and cash equivalents | | $ | 42,353 | | | $ | — | | | $ | — | | | $ | 42,353 | |
| Short-term investments | | $ | 79,801 | | | $ | — | | | $ | — | | | $ | 79,801 | |
| Acquisition-related contingent consideration obligations | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 31, 2021: | | | | | | | | |
| | | | | | | | |
| (in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
| Cash and cash equivalents | | $ | 36,984 | | | $ | — | | | $ | — | | | $ | 36,984 | |
| Short-term investments | | $ | 86,484 | | | $ | — | | | $ | — | | | $ | 86,484 | |
| Acquisition-related contingent consideration obligations | | $ | — | | | $ | — | | | $ | 3,217 | | | $ | 3,217 | |
As of May 31,
20212022, we had no liability for contingent consideration related to our acquisition of Lixoft, and
as of August 31,
2020,2021, we had a liability for contingent consideration related to our 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 we record in any given period.
ChangesThe liability is recorded as contracts payable on the condensed consolidated balance sheet, and changes in the value of the contingent consideration obligations are recorded
as other income (expense), net in our
Condensed Consolidated Statement of
Operations.Operations and Comprehensive Income.
The following is a reconciliation of contingent consideration value:
Reconciliation of contingent consideration
| (in thousands) | | | | |
| Value at August 31, 2020 | | $ | 4,731 | |
| Contingent consideration payments | | | – | |
| Change in value of contingent consideration | | | 364 | |
| Value at May 31, 2021 | | $ | 5,095 | |
| | | | | | | | |
| (in thousands) | | |
| Value at August 31, 2021 | | $ | 3,217 | |
| Contingent consideration payments - cash | | (2,334) | |
| Contingent consideration payments - stock | | (1,166) | |
| Change in value of contingent consideration | | 283 | |
| Value at May 31, 2022 | | $ | — | |
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 experiments, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.
We 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 May 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Amortization
Period | | Acquisition
Value | | Accumulated
Amortization | | Net Book
Value |
| Royalty Agreement buy out-Enslein Research | | Straight line 10 years | | $ | 75 | | | $ | 75 | | | $ | — | |
| Termination/nonassertion agreement-TSRL Inc. | | Straight line 10 years | | 6,000 | | | 4,825 | | | 1,175 | |
| Developed technologies–DILIsym acquisition | | Straight line 9 years | | 2,850 | | | 1,583 | | | 1,267 | |
| Intellectual rights of Entelos Holding Corp. | | Straight line 10 years | | 50 | | | 19 | | | 31 | |
| Developed technologies–Lixoft acquisition | | Straight line 16 years | | 8,010 | | | 1,083 | | | 6,927 | |
| | | | $ | 16,985 | | | $ | 7,585 | | | $ | 9,400 | |
The following table summarizes intellectual property as of August 31,
2020:| (in thousands) | | Amortization
Period | | Acquisition
Value | | | Accumulated
Amortization | | | Net Book
Value | |
| Royalty Agreement buy out-Enslein Research | | Straight line 10 years | | $ | 75 | | | $ | 64 | | | $ | 11 | |
| Termination/nonassertion agreement-TSRL Inc. | | Straight line 10 years | | | 6,000 | | | | 3,775 | | | | 2,225 | |
| Developed technologies–DILIsym acquisition | | Straight line 9 years | | | 2,850 | | | | 1,029 | | | | 1,821 | |
| Intellectual rights of Entelos Holding Corp. | | Straight line 10 years | | | 50 | | | | 10 | | | | 40 | |
| Developed technologies–Lixoft acquisition | | Straight line 16 years | | | 8,010 | | | | 209 | | | | 7,801 | |
| | | | | $ | 16,985 | | | $ | 5,087 | | | $ | 11,898 | |
Total amortization2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Amortization
Period | | Acquisition
Value | | Accumulated
Amortization | | Net Book
Value |
| Royalty Agreement buy out-Enslein Research | | Straight line 10 years | | $ | 75 | | $ | — | | $ | 71 | | | $ | 4 | |
| Termination/nonassertion agreement-TSRL Inc. | | Straight line 10 years | | 6,000 | | — | | 4,375 | | | 1,625 | |
| Developed technologies–DILIsym acquisition | | Straight line 9 years | | 2,850 | | — | | 1,346 | | | 1,504 | |
| Intellectual rights of Entelos Holding Corp. | | Straight line 10 years | | 50 | | — | | 15 | | | 35 | |
| Developed technologies–Lixoft acquisition | | Straight line 16 years | | 8,010 | | — | | 709 | | | 7,301 | |
| | | | $ | 16,985 | | | $ | 6,516 | | | $ | 10,469 | |
Amortization expense for intellectual property agreements for the three months ended May 31,
2022 and 2021
and 2020 was
$358$354 thousand and
$316$358 thousand, respectively, and
total amortization expense
for intellectual property agreements for the nine months ended May 31,
2022 and 2021
and 2020 was
$1.1$1.1 million and
$781 thousand,$1.1 million, 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 our other intangible assets as of May 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Amortization
Period | | Acquisition
Value | | Accumulated
Amortization | | Net Book
Value |
| Simulations Plus | | | | | | | | |
| ERP | | Straight line 15 years | | $ | 1,702 | | | $ | 52 | | | $ | 1,650 | |
| Cognigen | | | | | | | | |
| Customer relationships | | Straight line 8 years | | 1,100 | | | 1,065 | | | 35 | |
| Trade name | | None | | 500 | | | — | | | 500 | |
| Covenants not to compete | | Straight line 5 years | | 50 | | | 50 | | | — | |
| DILIsym | | | | | | | | |
| Customer relationships | | Straight line 10 years | | 1,900 | | | 951 | | | 949 | |
| Trade name | | None | | 860 | | | — | | | 860 | |
| Covenants not to compete | | Straight line 4 years | | 80 | | | 80 | | | — | |
| Lixoft | | | | | | | | |
| Customer relationships | | Straight line 14 years | | 2,550 | | | 394 | | | 2,156 | |
| Trade name | | None | | 1,550 | | | — | | | 1,550 | |
| Covenants not to compete | | Straight line 3 years | | 60 | | | 43 | | | 17 | |
| | | | $ | 10,352 | | | $ | 2,635 | | | $ | 7,717 | |
The following table summarizes our other intangible assets as of August 31,
2020:| (in thousands) | | Amortization
Period | | Acquisition
Value | | | Accumulated
Amortization | | | Net Book
Value | |
| Cognigen | | | | | | | | | | | | | | |
| Customer relationships | | Straight line 8 years | | $ | 1,100 | | | $ | 825 | | | $ | 275 | |
| 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 | | | | 618 | | | | 1,282 | |
| Trade name | | None | | | 860 | | | | 0 | | | | 860 | |
| Covenants not to compete | | Straight line 4 years | | | 80 | | | | 65 | | | | 15 | |
| Lixoft | | | | | | | | | | | | | | |
| Customer relationships | | Straight line 14 years | | | 2,550 | | | | 76 | | | | 2,474 | |
| Trade name | | None | | | 1,550 | | | | 0 | | | | 1,550 | |
| Covenants not to compete | | Straight line 3 years | | | 60 | | | | 8 | | | | 52 | |
| | | | | $ | 8,650 | | | $ | 1,642 | | | $ | 7,008 | |
Total amortization2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Amortization
Period | | Acquisition
Value | | Accumulated
Amortization | | Net Book
Value |
| Cognigen | | | | | | | | |
| Customer relationships | | Straight line 8 years | | $ | 1,100 | | | $ | 963 | | | $ | 137 | |
| Trade name | | None | | 500 | | | — | | | 500 | |
| Covenants not to compete | | Straight line 5 years | | 50 | | | 50 | | | — | |
| DILIsym | | | | | | | | |
| Customer relationships | | Straight line 10 years | | 1,900 | | | 807 | | | 1,093 | |
| Trade name | | None | | 860 | | | — | | | 860 | |
| Covenants not to compete | | Straight line 4 years | | 80 | | | 80 | | | — | |
| Lixoft | | | | | | | | |
| Customer relationships | | Straight line 14 years | | 2,550 | | | 258 | | | 2,292 | |
| Trade name | | None | | 1,550 | | | — | | | 1,550 | |
| Covenants not to compete | | Straight line 3 years | | 60 | | | 28 | | | 32 | |
| | | | $ | 8,650 | | | $ | 2,186 | | | $ | 6,464 | |
Amortization expense for other intangible assets for the three months ended May 31,
2022 and 2021
and 2020 was
$137$160 thousand and
$120$137 thousand, respectively, and
total amortization expense
for other intangible assets for the nine months ended May 31,
2022 and 2021
and 2020 was
$412$449 thousand and
$293$412 thousand, respectively.
According to policy inIn 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.outstanding. Diluted earnings per share is computed
similarsimilarly 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 May 31,
20212022 and
20202021 were as follows:
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended
May 31, | | Nine Months Ended
May 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Numerator: | | | | | | | | |
| Net income attributable to common shareholders | | $ | 4,087 | | | $ | 3,787 | | | $ | 11,522 | | | $ | 9,477 | |
| | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted-average number of common shares outstanding during the period | | 20,212 | | | 20,105 | | | 20,180 | | | 20,014 | |
| Dilutive effect of stock options | | 556 | | | 697 | | | 551 | | | 736 | |
| Common stock and common stock equivalents used for diluted earnings per share | | 20,768 | | | 20,802 | | | 20,731 | | | 20,750 | |
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. 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 related to stock options, not including shares issued to directors for services, was $705$679 thousand and $287$618 thousand for the three months ended May 31, 20212022 and 2020,2021, respectively, and $2.0$2.0 million and $927 thousand$1.8 million for the nine months ended May 31, 20212022 and 2020,2021, respectively. This expense is included in the condensed consolidated statements of operations as Selling,selling, general, and administration and Researchresearch and development expense.
Impairment of Long-lived Assets
We 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. NaNNo impairment losses were recorded during the nine months ended May 31, 20212022 and 2020.2021.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update (“ASU”)ASU No. 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 consolidated financial statements or related disclosures.
In February 2016,October 2021, the FASB issued ASU 2016-02, LeasesNo. 2021-08, Business Combinations (Topic 842), which supersedes existing guidance on accounting805): Accounting for leasesContract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendment requires contract assets and contract liabilities acquired in "Leases (Topic 840)" and generally requires all leasesa business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, as if the consolidated balance sheet.acquirer had originated the contract. The amendment is intended to improve the accounting for acquired revenue contracts with customers in a business combination, related to the recognition of an acquired contract liability, and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendment also provides certain practical expedients when applying the guidance. ASU 2016-022021-08 is effective for interim and annual periods beginning after December 15, 2022, on a prospective basis, with early adoption permitted. The Company expects to adopt ASU 2021-08 in the first quarter of fiscal year 2024. The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and interimconditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2018. We adopted2021. The Company does not expect that the adoption of this ASUstandard will have a material impact on September 1, 2019.its condensed consolidated financial statements; however, the Company expects to increase its disclosures with respect to government assistance beginning in the first quarter of fiscal year 2023.
NOTE 3:
REVENUE RECOGNITIONContract Liabilities
During the three and nine months ended May 31, 2021, we recognized $30 thousand and $430 thousand, respectively, of revenue that was included in contract liabilities as of August 31, 2020, and 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
OTHER INCOME (EXPENSE), NET
The components of
disaggregation of revenueother income (expense), net for the three and nine months ended May 31,
20212022 and
20202021, were as follows:
| Schedule of disaggregation of revenues | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, | | | Nine Months Ended May 31, | |
| | | 2021 | | | 2020 | | | 2021 | | | 2020 | |
| Software licenses: | | | | | | | | | | | | | | | | |
| Point in time | | $ | 8,098 | | | $ | 6,623 | | | $ | 21,570 | | | $ | 16,117 | |
| Over time | | | 200 | | | | 230 | | | | 703 | | | | 734 | |
| | | | | | | | | | | | | | | | | |
| Consulting services: | | | | | | | | | | | | | | | | |
| Over time | | | 4,479 | | | | 5,445 | | | | 14,352 | | | | 15,198 | |
| Total revenue | | $ | 12,777 | | | $ | 12,298 | | | $ | 36,625 | | | $ | 32,049 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended
May 31, | | Nine Months Ended
May 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Interest income | | $ | 139 | | | $ | 37 | | | $ | 278 | | | $ | 156 | |
| Interest expense | | — | | | — | | | — | | | (22) | |
| Change in valuation of contingent consideration | | (40) | | | (121) | | | (283) | | | (364) | |
| Gain on sale of assets | | — | | | — | | | 1 | | | — | |
| Gain (loss) on currency exchange | | (211) | | | 33 | | | 10 | | | 61 | |
| Total other income (expense), net | | $ | (112) | | | $ | (51) | | | $ | 6 | | | $ | (169) | |
Remaining Performance Obligations
Remaining performance obligations that do not fall under the expedients require us to perform various consulting and software development services of approximately $4.3 million. It is anticipated that a majority of these revenues will be recognized within the next twelve months.
NOTE 4: INVESTMENTS
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 | |
*Includes ERP costs associated with the development of internal-use software.
NOTE 5: INVESTMENTS
We invest a portion of our excess cash balances in short-term debt securities within the parameters of our Investment Policy and Guidelines. Investments as of May 31, 20212022, consisted of corporate bonds and term deposits with maturities remaining of less than 12twelve months. We may also invest excess cash balances in certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds, and/or commercial paper. We account for investments in accordance with FASB ASC 320, Investments – Debt and Equity Securities.Securities. As of May 31, 2021,2022, all investments were classified as held-to-maturity securities.
The following tables summarize our short-term investments as of May 31,
20212022 and August 31,
2020:| May 31, 2021 | |
| Schedule of short term investments | | | | | | | | | | | | | | | | |
| (in thousands) | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
| | | | | | | | | | | | | | | | | |
| Commercial notes (due within one year) | | $ | 60,948 | | | $ | 0 | | | $ | (23 | ) | | $ | 60,925 | |
| Total | | $ | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| May 31, 2022 |
| | | | | | | | |
| (in thousands) | | Amortized Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
Losses | | Fair Value |
| | | | | | | | |
| Commercial notes (due within one year) | | $ | 75,620 | | | $ | — | | | $ | (319) | | | $ | 75,301 | |
| Term deposits (due within one year) | | $ | 4,500 | | | $ | — | | | $ | — | | | $ | 4,500 | |
| Total | | $ | 80,120 | | | $ | — | | | $ | (319) | | | $ | 79,801 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 31, 2021 |
|
| (in thousands) | | Amortized Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
Losses | | Fair Value |
| | | | | | | | |
| Commercial notes (due within one year) | | $ | 86,620 | | | $ | — | | | $ | (136) | | | $ | 86,484 | |
| Total | | $ | 86,620 | | | $ | — | | | $ | (136) | | | $ | 86,484 | |
NOTE
6: 5: CONTRACTS PAYABLEDILIsym Acquisition Liabilities:
On June 1, 2017, we 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 fiscal 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, we acquired Lixoft. The agreement provided for a 24-month, $2.0 million holdback provision against certain representations and
warrantees,warranties, comprised of $1.3 million of cash and shares of
common stock valued at
$667 thousand$0.7 million issued
and deposited into an escrow account at the date of the agreement. In
April 2022, the shares of common stock were released from escrow and $1.3 million of cash was paid to settle the holdback liability. In addition, based on a
revenue growthrevenue-growth formula for the two years subsequent to April 1, 2020, the agreement
callscalled for earnout payments of up to $5.5 million (two-thirds cash and one-third newly issued, unregistered shares of our common stock). The former shareholders of Lixoft
cancould earn up to $2.0 million the first year and $3.5 million in year two. In June 2021,
$2.0$2.0 million was paid
to former Lixoft shareholderout under the first earnout
payment.payment, which was comprised of $1.3 million of cash and shares of common stock valud at $0.7 million. In May 2022, $3.5 million was paid out under the second earnout payment, which was comprised of $2.3 million cash and shares of common stock valud at $1.2 million.
As of May 31,
20212022 and August 31,
20202021, the following liabilities have been recorded:
| Schedule of Liabilities | | | | | | | | |
| (in thousands) | | May 31,
2021 | | | August 31,
2020 | |
| Holdback liability | | $ | 1,333 | | | $ | 1,333 | |
| Earnout liability | | | 5,095 | | | | 4,731 | |
| Sub total | | $ | 6,428 | | | $ | 6,064 | |
| Less: current portion | | | 3,333 | | | | 2,000 | |
| Long-term portion | | $ | 3,095 | | | $ | 4,064 | |
| | | | | | | | | | | | | | |
| (in thousands) | | May 31,
2022 | | August 31,
2021 |
| Holdback liability | | $ | — | | | $ | 1,333 | |
| Earnout liability | | — | | | 3,217 | |
| Sub total | | $ | — | | | $ | 4,550 | |
| Less: current portion | | — | | | 4,550 | |
| Long-term portion | | $ | — | | | $ | — | |
NOTE
7: 6: COMMITMENTS AND CONTINGENCIES
We lease approximately 9,255 square feet of
office space in Lancaster,
California.California, where our corporate headquarters are located. The
lease term
of the lease extends to January 31, 2026, and the base rent is
$16.7$17 thousand per month. The lease
also allows usagreement gives the Company the right, upon 180 days’ prior notice, to opt out of
all or part of the last
4four years of the
lease upon 180-day notice to the landlordterm, with no penalty.
We lease approximately
12,6234,317 square feet of office space in Buffalo, New York. The
initial five-yearlease term
expired in October 2018 and was renewed for a three-year option extending itextends to November
2021. The new30, 2026, and the base rent is
$7 thousand per month with an annual 2% increase. The lease agreement provides the Company with two five-year renewal options and the right to terminate the lease with one year’s prior written notice with certain penalties. We previously leased approximately 12,623 square feet of office space at a different location in Buffalo, New York. That lease term extended to November 2021 and the base rent was $16 thousand per month.
We lease approximately 2,7003,386 square feet of office space in Research Triangle Park,Durham, North Carolina. The initial three-yearlease 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 leaseextends to September 30, 2023. The new2023, and the base rent is approximately $8 thousand per month with an annual 3% adjustment.
increase.
We lease approximately 2,300 square feet of office space in Paris,
France, which as of April 1, 2020, had minimum payments equaling $288 thousand.France. The lease
is for a 9-year term
with an optionextends to
terminate every 3 years,November 2024 and
expires in November of 2024. Thethe rent is
approximately $16$5 thousand per
quarter (approximately $5.3 thousand per month)month and
can be adjusted each December based on a consumer price index.
We lease approximately 64 square feet consisting of 3 server cabinets in a data center colocation space in Buffalo, New York. The lease term extends to November 30, 2026 and the rent is $4 thousand per month with an annual 3% increase.
Rent expense, including common area maintenance fees for the three months ended May 31
2022 and 2021,
and 2020 was
$167$138 thousand and
$168$167 thousand, respectively, and
$499$414 thousand and
$463$499 thousand for the nine months ended May 31,
2022 and 2021,
and 2020, respectively.
Future minimum
The following table presents maturities of operating lease
payments under noncancelable operating leases with remaining termsliabilities on an undiscounted basis as of
one year or more at May 31,
2021 were as follows:(in thousands)
Years Ending May 31, | | | |
| 2022 | | $ | 465 | |
| 2023 | | | 371 | |
| 2024 | | | 302 | |
| 2025 | | | 228 | |
| 2026 | | | 133 | |
| Total future minimum lease payments | | $ | 1,499 | |
2022:
| | | | | | | | |
| (in thousands) | | |
| Years Ending May 31, | | |
| 2023 | | $ | 509 | |
| 2024 | | 438 | |
| 2025 | | 363 | |
| 2026 | | 269 | |
| 2027 | | 50 | |
| Total undiscounted liabilities | | 1,629 | |
| Less: imputed interest | | (101) | |
| Total operating lease liabilities (including current portion) | | $ | 1,528 | |
On March 31, 2020, we entered into a Credit Agreement with Wells Fargo Bank, N.A. The Credit Agreement
providesprovided us with a credit facility of
$3.5$3.5 million through
April 15, 2022. (the “Termination Date”), on which date the Credit Agreement terminated in accordance with its terms. As a result, we can no longer draw down against the line of credit. We chose not to renew or pursue an alternative credit facility as we do not foresee a need to utilize such credit facility within the next twelve months. As of
May 31, 2021,the Termination Date, there were
0no amounts drawn against the line of credit.
In the normal course of business, we have entered into employment agreements with certain of our key management personnel that may require compensation payments upon termination.
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 years
20172018 through
20192021 are open for audit, and our state tax returns for fiscal years 2017 through
20192021 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
Litigation
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
8:7: SHAREHOLDERS’ EQUITY
Shares Outstanding
Shares of common stock outstanding for the three and nine months ended May 31, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
May 31, | | Nine Months Ended
May 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Common stock outstanding, beginning of the period | | 20,181,784 | | | 20,059,528 | | | 20,141,521 | | | 19,923,277 | |
| Common stock issued during the period | | 52,870 | | | 61,512 | | | 93,133 | | | 197,763 | |
| Common stock outstanding, end of the period | | 20,234,654 | | | 20,121,040 | | | 20,234,654 | | | 20,121,040 | |
Our Board of Directors declared cash dividends during fiscal years
20212022 and
2020.2021. 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 | |
| (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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except dividend per share) | | Fiscal Year 2022 | | | | |
| Record Date | | Distribution Date | | Number of Shares
Outstanding on
Record Date | | Dividend per
Share | | Total Amount |
| 10/25/2021 | | 11/01/2021 | | 20,148 | | | $ | 0.06 | | | 1,209 | |
| 1/31/2022 | | 2/07/2022 | | 20,178 | | | $ | 0.06 | | | 1,211 | |
| 4/25/2022 | | 5/02/2022 | | 20,207 | | | $ | 0.06 | | | 1,212 | |
| Total | | | | | | | | $ | 3,632 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except dividend per share) | | 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 | |
| 7/26/2021 | | 8/02/2021 | | 20,139 | | | $ | 0.06 | | | 1,208 | |
| Total | | | | | | | | $ | 4,811 | |
On February 23, 2007, the
Company’s Board of Directors adopted, and
theits shareholders approved, the 2007 Stock Option Plan
(the “2007 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.terms.
On December 23, 2016, the
Company’s Board of Directors adopted, and on February 23, 2017,
theits shareholders approved, the
Company’s 2017 Equity Incentive Plan (the “2017 Plan”)
, under which a total of
1.0 million shares of common stock were reserved for issuance. The 2017 Plan
has beenwill terminate in December 2026. The 2017 Plan was replaced by the Company’s
new 2021 Plan
(defined(as defined below)
. As, and as a result, no further
grantsissuances of
awardsshares may be made under the 2017
Plan and any awards that are cancelled or expire under the 2017 Plan will not be reissued, except that outstanding awards granted prior to the adoption of the new 2021 Plan will continue to be governed by the 2017 Plan.
Effective
On April 9, 2021, the
Company’s Board of Directors
adopted, and on June 23, 2021, its shareholders approved,
subject to shareholder approval, the
adoption of a newCompany’s 2021 Equity Incentive Plan (the “2021
Plan”Plan,” and together with the 2007 Plan and 2017 Plan, the “Plans”)
, under which 1.3 million shares
areof common stock were 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 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.
The maximum contractual life of the plan is ten years.
As of May 31,
2021,2022, employees and directors hold
Qualified Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“
NQSOs)NQSOs”) to purchase
1.21.3 million shares of common stock at exercise prices ranging from $6.85 to $66.14.
The following table summarizes information about stock options:
| Schedule of stock option activity | | | | | | | | | | | | |
(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 | |
| Granted | | | 209 | | | $ | 57.95 | | | | | |
| Exercised | | | (197 | ) | | $ | 12.65 | | | | | |
| Cancelled/Forfeited | | | (53 | ) | | $ | 25.99 | | | | | |
| 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 6.68 years at May 31, 2021.
| | | | | | | | | | | | | | | | | | | | |
| (in thousands, except per share and weighted-average amounts) | | Number of
Options | | Weighted-
Average
Exercise
Price
Per Share | | Weighted-
Average
Remaining
Contractual
Life (Years) |
| Transactions during the nine months ended May 31, 2022 | | | |
| Outstanding, August 31, 2021 | | 1,184 | | | $ | 25.63 | | | 6.47 |
| Granted | | 232 | | | $ | 41.40 | | | |
| Exercised | | (76) | | | $ | 15.93 | | | |
| Cancelled/Forfeited | | (64) | | | $ | 41.04 | | | |
| Outstanding, May 31, 2022 | | 1,276 | | | $ | 28.31 | | | 6.33 |
| Exercisable, May 31, 2022 | | 722 | | | $ | 16.96 | | | 4.66 |
The total fair value of nonvested stock options as of May 31,
2021,2022 was
$9.4$7.5 million and is amortizable over a weighted average period of
3.553.33 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.
The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the nine months ended May 31,
20212022 and fiscal year
2020: | 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 | | | 6.64 years | | | | 6.67 years | |
2021:
| | | | | | | | | | | | | | |
| (in thousands except pricing) | | Nine Months Ended
May 31, 2022 | | Fiscal Year 2021 |
| Estimated fair value of awards granted | | $ | 4,066 | | $ | — | | $ | 5,092 | |
| Unvested forfeiture rate | | 1 | % | | 0 | % |
| Weighted average grant price | | $ | 41.40 | | | $ | 57.60 | |
| Weighted average market price | | $ | 41.40 | | | $ | 57.60 | |
| Weighted average volatility | | 42.71 | % | | 40.49 | % |
| Weighted average risk-free rate | | 1.62 | % | | 0.64 | % |
| Weighted average dividend yield | | 0.59 | % | | 0.42 | % |
| Weighted average expected life | | 6.59 years | | 6.63 years |
The exercise prices for the options outstanding at May 31,
2021,2022 ranged from $6.85 to $66.14, and the information relating to these options is as follows:
| Schedule of options by exercise price range | | | | | | | | | | | | | | | | | | | | | |
| (in thousands except prices) | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercise Price | | | Awards Outstanding | | | Awards Exercisable | |
| Low | | | High | | | Quantity | | | Weighted
Average
Remaining
Contractual
Life | | | Weighted
Average
Exercise
Price | | | Quantity | | | Weighted
Average
Remaining
Contractual
Life | | | Weighted
Average
Exercise
Price | |
| $ | 6.85 | | | $ | 8.28 | | | | 148 | | | | 3.25 years | | | $ | 6.85 | | | | 148 | | | | 3.25 years | | | $ | 6.85 | |
| $ | 8.29 | | | $ | 10.03 | | | | 185 | | | | 4.77 years | | | $ | 9.72 | | | | 185 | | | | 4.77 years | | | $ | 9.72 | |
| $ | 10.04 | | | $ | 18.76 | | | | 231 | | | | 5.61 years | | | $ | 10.35 | | | | 171 | | | | 5.56 years | | | $ | 10.41 | |
| $ | 18.77 | | | $ | 34.53 | | | | 323 | | | | 7.73 years | | | $ | 26.25 | | | | 84 | | | | 7.26 years | | | $ | 24.73 | |
| $ | 34.54 | | | $ | 66.14 | | | | 296 | | | | 9.28 years | | | $ | 55.11 | | | | 12 | | | | 8.41 years | | | $ | 36.65 | |
| | | | | | | | | | 1,183 | | | | 6.68 years | | | $ | 25.34 | | | | 600 | | | | 5.04 years | | | $ | 11.83 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands except prices) |
| Exercise Price | | Awards Outstanding | | Awards Exercisable |
| Low | | High | | Quantity | | Weighted
Average
Remaining
Contractual
Life | | Weighted
Average
Exercise
Price | | Quantity | | Weighted
Average
Remaining
Contractual
Life | | Weighted
Average
Exercise
Price |
| $ | 6.85 | | | $ | 9.77 | | | 296 | | | 3.02 years | | $ | 8.33 | | | 296 | | | 3.02 years | | $ | 8.33 | |
| $ | 9.78 | | | $ | 18.76 | | | 208 | | | 4.58 years | | $ | 10.37 | | | 207 | | | 4.58 years | | $ | 10.35 | |
| $ | 18.77 | | | $ | 33.40 | | | 253 | | | 6.64 years | | $ | 25.15 | | | 129 | | | 6.26 years | | $ | 24.11 | |
| $ | 33.41 | | | $ | 47.63 | | | 240 | | | 8.86 years | | $ | 38.37 | | | 34 | | | 7.31 years | | $ | 35.75 | |
| $ | 47.64 | | | $ | 66.14 | | | 279 | | | 8.69 years | | $ | 57.06 | | | 56 | | | 8.39 years | | $ | 58.93 | |
| | | | 1,276 | | | 6.33 years | | $ | 28.31 | | | 722 | | | 4.66 years | | $ | 16.96 | |
During the three and nine months ended May 31,
2021, we2022, the Company issued
1,3851,875 and
3,7655,326 shares of stock valued at
$87$87 thousand and
$257$263 thousand,
respectively, to our non-management directors as compensation for board-related duties.
In August 2020, we closed an underwritten public offering of approximately 2.1 million shares of our common stock to the public at $55.00 per share, which included the full exercise of the underwriters’ option to purchase approximately 273 thousand additional shares of common stock. The aggregate gross proceeds 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 our 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 inpaid-in capital as of May 31,
2021,2022, was
$10$11 thousand and
$132.0$137.5 million, respectively.
NOTE
9: 8: CONCENTRATIONS AND UNCERTAINTIESFinancial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, trade accounts receivable, and short-term investments.
We hold cash and cash equivalents at banks located in California and with balances that often exceed FDIC-insured limits. In addition, we hold cash at a bank in France that is not FDIC-insured. Historically, we have not experienced any losses in such accounts. However, we are investigating alternative ways to minimize our exposure to such risks. While we may be exposed to credit losses due to the nonperformance of our counterparties, we do not expect the settlement of these transactions to have a material effect on our results of operations, cash flows, or financial condition. We maintain cash
and cash equivalents at financial institutions that may, at times, exceed federally insured limits.
Revenue concentration shows that international sales accounted for
31%30% and
32%31% of net sales for the nine months ended May 31,
2022 and 2021,
and 2020, respectively.
ThreeFour customers accounted for
12%5%,
4%4%, 3%, and
4%3% of net sales during the nine months ended May 31,
2021.2022. Three customers accounted for
8%12%,
7% (a distributor in Japan representing various customers)4%, and
7%4% of net sales during the nine months ended May 31,
2020.2021.
Accounts receivable concentration shows that four customers each comprised between
7%5% and
10%6% of accounts receivable
atas of May 31,
2021,2022, compared to
sevenfour customers each comprising between
5%7% and
10%10% of accounts receivable
atas of May 31,
2020.2021.
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 impactscontinues to impact 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.basis. As a result, our growth rate could be affected by consolidation and downsizing in the pharmaceutical industry.
NOTE
10: 9: SEGMENT AND GEOGRAPHIC REPORTING
We account for segments and geographic
revenuesrevenue in accordance with guidance issued by the FASB. Our reportable segments are strategic business units that offer different products and services.
Results for each business unit segment and consolidated results are as follows for the three and nine months ended May 31, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, 2022 |
| | Software | | Services | | Total |
| Revenue | | $ | 9,647 | | | $ | 5,312 | | | $ | 14,959 | |
| Cost of revenue | | 730 | | | 1,829 | | | 2,559 | |
| Gross profit | | $ | 8,917 | | | $ | 3,483 | | | $ | 12,400 | |
| Gross margin | | 92 | % | | 66 | % | | 83 | % |
Our software business and
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 | |
| (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 on April 1, 2020.
services business represented 64% and 36% of total revenue, respectively, for the three months ended May 31, 2022. | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, 2021 |
| | Software | | Services | | Total |
| Revenue | | $ | 8,298 | | | $ | 4,479 | | | $ | 12,777 | |
| Cost of revenue | | 800 | | | 1,671 | | | 2,471 | |
| Gross profit | | $ | 7,498 | | | $ | 2,808 | | | $ | 10,306 | |
| Gross margin | | 90 | % | | 63 | % | | 81 | % |
| (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.
Our software business and services business represented 65% and 35% of total revenue, respectively, for the three months ended May 31, 2021.
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, 2022 |
| | Software | | Services | | Total |
| Revenue | | $ | 26,767 | | | $ | 15,405 | | | $ | 42,172 | |
| Cost of revenue | | 2,245 | | | 5,900 | | | 8,145 | |
| Gross profit | | $ | 24,522 | | | $ | 9,505 | | | $ | 34,027 | |
| Gross margin | | 92 | % | | 62 | % | | 81 | % |
Our software business and services business represented 63% and 37% of total revenue, respectively, for the nine months ended May 31, 2022.
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, 2021 |
| | Software | | Services | | Total |
| Revenue | | $ | 22,337 | | | $ | 14,288 | | | $ | 36,625 | |
| Cost of revenue | | 2,448 | | | 5,367 | | | 7,815 | |
| Gross profit | | $ | 19,889 | | | $ | 8,921 | | | $ | 28,810 | |
| Gross margin | | 89 | % | | 62 | % | | 79 | % |
Our software business and services business represented 61% and 39% of total revenue, respectively, for the nine months ended May 31, 2021.
Revenue by product and consolidated revenue for the three and nine months ended May 31, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 |
| Software revenue | | | | | | | | |
| GastroPlus | | $ | 6,434 | | | 67 | % | | $ | 5,426 | | | 65 | % |
| MonolixSuite | | 1,025 | | | 11 | % | | 948 | | | 11 | % |
| ADMET Predictor | | 1,593 | | | 17 | % | | 1,488 | | | 18 | % |
| Other | | 595 | | | 6 | % | | 436 | | | 5 | % |
| Total software revenue | | $ | 9,647 | | | 100 | % | | $ | 8,298 | | | 100 | % |
| | | | | | | | |
| Services revenue | | | | | | | | |
| PKPD | | $ | 2,482 | | | 47 | % | | $ | 1,925 | | | 43 | % |
| QSP/QST | | 1,197 | | | 23 | % | | 1,180 | | | 26 | % |
| PBPK | | 1,351 | | | 25 | % | | 739 | | | 17 | % |
| Other | | 282 | | | 5 | % | | 635 | | | 14 | % |
| Total services revenue | | $ | 5,312 | | | 100 | % | | $ | 4,479 | | | 100 | % |
| Total consolidated revenue | | $ | 14,959 | | | | | $ | 12,777 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 |
| Software revenue | | | | | | | | |
| GastroPlus | | $ | 15,869 | | | 59 | % | | $ | 13,245 | | | 59 | % |
| MonolixSuite | | 4,817 | | | 18 | % | | 3,664 | | | 16 | % |
| ADMET Predictor | | 4,419 | | | 17 | % | | 3,872 | | | 17 | % |
| Other | | 1,662 | | | 6 | % | | 1,556 | | | 7 | % |
| Total software revenue | | $ | 26,767 | | | 100 | % | | $ | 22,337 | | | 100 | % |
| | | | | | | | |
| Services revenue | | | | | | | | |
| PKPD | | $ | 7,030 | | | 46 | % | | $ | 6,755 | | | 47 | % |
| QSP/QST | | 4,190 | | | 27 | % | | 4,047 | | | 28 | % |
| PBPK | | 3,158 | | | 20 | % | | 2,312 | | | 16 | % |
| Other | | 1,027 | | | 7 | % | | 1,174 | | | 8 | % |
| Total services revenue | | $ | 15,405 | | | 100 | % | | $ | 14,288 | | | 100 | % |
| Total consolidated revenue | | $ | 42,172 | | | | | $ | 36,625 | | | |
Revenue by division and consolidated revenue for the three and nine months ended May 31, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 |
| Simulations Plus | | $ | 9,412 | | | 63 | % | | $ | 7,916 | | | 62 | % |
| Cognigen | | 2,745 | | | 18 | % | | 2,536 | | | 20 | % |
| DILIsym | | 1,723 | | | 12 | % | | 1,331 | | | 10 | % |
| Lixoft | | 1,079 | | | 7 | % | | 994 | | | 8 | % |
| Total | | $ | 14,959 | | | 100 | % | | $ | 12,777 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 |
| Simulations Plus | | $ | 23,916 | | | 57 | % | | $ | 19,994 | | | 55 | % |
| Cognigen | | 7,685 | | | 18 | % | | 7,987 | | | 22 | % |
| DILIsym | | 5,542 | | | 13 | % | | 4,817 | | | 13 | % |
| Lixoft | | 5,029 | | | 12 | % | | 3,827 | | | 10 | % |
| Total | | $ | 42,172 | | | 100 | % | | $ | 36,625 | | | 100 | % |
In addition, we allocate
revenuesrevenue to geographic areas based on the locations of our customers.
Geographical revenuesRevenue for each geographical area and consolidated revenue for the three and nine months ended May 31,
20212022 and
20202021 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 |
| Americas | | $ | 11,163 | | | 75 | % | | $ | 9,651 | | | 76 | % |
| EMEA | | 1,925 | | | 13 | % | | 1,462 | | | 11 | % |
| Asia Pacific | | 1,871 | | | 13 | % | | 1,664 | | | 13 | % |
| Total | | $ | 14,959 | | | 100 | % | | $ | 12,777 | | | 100 | % |
| (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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 |
| Americas | | $ | 29,318 | | | 70 | % | | $ | 25,436 | | | 69 | % |
| EMEA | | 8,656 | | | 21 | % | | 7,022 | | | 19 | % |
| Asia Pacific | | 4,198 | | | 10 | % | | 4,167 | | | 11 | % |
| Total | | $ | 42,172 | | | 100 | % | | $ | 36,625 | | | 100 | % |
NOTE
11: 10: EMPLOYEE BENEFIT PLANWe 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
401(K) Plan amounted to
$151$134 thousand and
$124$151 thousand for the three months ended May 31,
20212022 and
2020,2021, respectively, and
$403$442 thousand and
$325$403 thousand for the nine months ended May 31,
2022 and 2021,
and 2020, respectively.
NOTE 12: ACQUISITION
On March 31, 2020, we entered into a Stock Purchase and Contribution Agreement (the “Agreement”) with Lixoft. On April 1, 2020, we completed the 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 potential based on the complementary strengths of each of the companies.
Under the terms of the Agreement, as described below, we 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 our common stock. In addition, we paid $3.5 million of excess working capital based on the March 31, 2020 financial statements of Lixoft.
On April 1, 2020, 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. 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 our 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, we 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.
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 $2.0 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 and nine months ended May 31, 2021. These amounts have been calculated after applying our accounting policies and adjusting the results of Lixoft to reflect the same expenses in the three and nine months ended 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 | | | | | | | | | | | | |
| | (Unaudited) | | | (Unaudited) | |
| (in thousands) | | For the three months ended | | | For the nine months ended | |
| | | (Actual) | | | (Pro forma)* | | | (Actual) | | | (Pro forma)* | |
| | | May 31, 2021 | | | May 31, 2020 | | | May 31, 2021 | | | May 31, 2020 | |
| 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: 11: SUBSEQUENT EVENTS
On
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,Wednesday, July 8, 2021,6, 2022, our Board of Directors declared a quarterly cash dividend of $0.06$0.06 per share to our shareholders. The dividend amount of $1.2approximately $1.2 million will be distributed on Monday, August 2, 2021,1, 2022, for shareholders of record as of Monday, July 26, 2021.
Item 2. Management's Discussion and Analysis of 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,
20202021, filed with the Securities and Exchange Commission (“SEC”) on
November 16, 2020October 27, 2021, 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.
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-artificial-intelligence and machine-learning-based
technology.technologies. 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 andcompanies. They are also provided to academic
and regulatory agencies
worldwide for use
in education and in the conduct of industry-based
research. SLPresearch and to regulatory agencies for product approval. The Company is headquartered in Southern California, with
additional offices in Buffalo,
NY, Research Triangle Park, NC,NY; Durham, NC; and Paris, France. Our common stock
tradeshas traded on the Nasdaq Global Select Market under the symbol “SLP”
.We are a global leader focused since May 13, 2021, prior to which it traded on improving the ways scientists use knowledge and data to predictNasdaq Capital Market under 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”) 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, and development of generic medicines after patent expiration, 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
Impacts 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 asCOVID-19 Pandemic on our Business
For a
wholly owned subsidiary in April 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®; 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 cloud-based communication and collaboration platform for exploratory data analysis, population PK/PD modeling and reporting 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 population analyses, especially for pharmacokinetic-pharmacodynamic (‘PKPD”) analyses.
Software business
Our software business represented 61% of our total revenue during the first nine months of fiscal year 2021, and was primarily generated by the following products:
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 onediscussion of the most widely used commercial software of its type by industry, the U.S. Foodimpacts on, 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 February 2021, GastroPlus version 9.8.1, which included new mechanisms and updated documentation for key DDI standards models, was released.
ADMET 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 April 2021, ADMET Predictor® Version 10.2 (APX.2), which includes new capabilities in the High Throughput Pharmacokinetic (HTPK) Simulation Module and integrates machine learning and physiologically based pharmacokinetic (PBPK) technologies to guide lead selection, was released.
DILIsym®
The DILIsym software is a quantitative systems pharmacology (“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 Suite™
The Monolix Suite is a unique solution for modeling and simulation for pharmaceutical companies, biotechs, and hospitals. It supports 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 39% of our total revenue during the first nine months of fiscal year 2021, and was 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. In addition to modeling and simulation consulting services, we provide expertise and assistance with development-related decision making and support for regulatory interactions related to dose selection, clinical trial design, and understanding of the determinants of safety and efficacy for new medicines.
QSP/QST
We providecreative and insightful consulting services to support our quantitative systems pharmacology/quantitative systems toxicology (“QSP/QST”) modeling focused on heart failure, liver safety, and radiation syndrome, as well as other areas.
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 technique. We support Model-Informed Drug Discovery and Development throughout the entire product lifecycle: from discovery through 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.
ENVIRONMENTAL, SOCIAL, GOVERNANCE
We are committed to providing consistent and excellent returnrisks 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 relatedbusiness from COVID-19, please refer to our ESG programs will allow our stakeholders“Our business is subject 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,risks arising from epidemic diseases, 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 websiterecent outbreak of the COVID-19 illness” included in Item 1A Risk Factors in our 2020 ESG Report.
Our ESG highlights as ofAnnual Report on Form 10-K for the fiscal year ended August 31, 2020 include2021, filed with the following:SEC on October 27, 2021.
RECENT DEVELOPMENTS
Short-Form Mergers
COVID-19 Response. With employee health
Effective September 1, 2021, the Company merged Cognigen Corporation 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 safetyDILIsym, Services, Inc. (wholly owned subsidiaries of the
restCompany) with and into Simulations Plus, Inc. through short-form mergers (the “Mergers”). To effectuate the Mergers, the Company filed Certificates of
our workforce by supporting them in setting up home offices.
Since that initial plan was disseminated, additional updates from SLP management have includedOwnership with the most up-to-date information from the U.S. DepartmentSecretaries 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 communicationstates of Delaware (Cognigen’s and our SLP Policy for ReturningDILIsym’s state of incorporation) and California (the Company’s state of incorporation). Consummation of the Mergers was not subject to Work Duringapproval of the Coronavirus Pandemic specifies several CDC-recommended measures to mitigateCompany’s stockholders and did not impact the spreadrights 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. |
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 |
| · | 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. |
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,
20212022 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 % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 | | $ Change | | % Change |
| Revenue | | $ | 14,959 | | | $ | 12,777 | | | $ | 2,182 | | | 17 | % |
| Cost of revenue | | 2,559 | | | 2,471 | | | 88 | | | 4 | % |
| Gross profit | | 12,400 | | | 10,306 | | | 2,094 | | | 20 | % |
| Research and development | | 655 | | | 670 | | | (15) | | | (2) | % |
| Selling, general and administrative | | 6,799 | | | 5,094 | | | 1,705 | | | 33 | % |
| Total operating expenses | | 7,454 | | | 5,764 | | | 1,690 | | | 29 | % |
| Income from operations | | 4,946 | | | 4,542 | | | 404 | | | 9 | % |
| Other income (expense), net | | (112) | | | (51) | | | (61) | | | 120 | % |
| Income before income taxes | | 4,834 | | | 4,491 | | | 343 | | | 8 | % |
| Provision for income taxes | | (747) | | | (704) | | | (43) | | | 6 | % |
| Net income | | $ | 4,087 | | | $ | 3,787 | | | $ | 300 | | | 8 | % |
Revenues
Revenues
Revenue
Consolidated revenue increased by approximately $479 thousand$2.2 million or 4%17% to $15.0 million for the three months ended May 31, 2022, compared to consolidated revenue of $12.8 million for the three months ended May 31, 2021,2021. This increase is primarily due to a $1.3 million or 16% increase in software-related revenue and a $833 thousand or 19% increase in service-related revenue when compared to consolidatedthe three months ended May 31, 2021.
Cost of Revenue
Consolidated cost of revenue
of approximately $12.3increased by $88 thousand or 4% to $2.6 million for the three months ended May 31,
2020. This increase is primarily due to a $1.4 million or 21% increase in consolidated software-related revenue, offset by a $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%,2022, compared to $2.5 million for the three months ended May 31, 2021,2021. The increase is primarily due to a $158 thousand or 9% increase in service-related cost of revenue, partially offset by a $70 thousand or 9% decrease in software-related cost of revenue when compared to approximately $2.7the three months ended May 31, 2021.
Gross Profit
Consolidated gross profit increased by $2.1 million or 20% to $12.4 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%2022, compared 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, 2020.2021. The higher gross marginprofit is primarily due to Simulations Plus division’san increase in gross margin increaseprofit for our software business of $1.1$1.4 million or 17%, as well as the addition of the Lixoft division, which contributed $28419% and a $675 thousand to the increase. Theor 24% increase in gross marginsprofit for the Cognigen and DILIsym Divisions decreased by $332 thousand and $345 thousand, respectively, for the quarter.
our services business.
Overall gross margin percentage
increased by approximately 3% towas 83% and 81% for the three months ended May 31,
2022 and 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.
respectively.
Research and Development Costs
Total research and development costs increaseddecreased by $110$56 thousand for the three months ended May 31, 20212022, compared to the three months ended May 31, 2020.2021. During the third quarterthree months ended May 31, 2022, we incurred $1.4 million of fiscal yearresearch and development costs; of this amount, $759 thousand was capitalized and $655 thousand was expensed. During the three months ended May 31, 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
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased by $1.7 million or 33% to $6.8 million for the three months ended May 31,
2020, we incurred approximately $1.42022, up from $5.1 million
for the three months ended May 31, 2021. The increase was primarily due to an increase in personnel costs of
research$537 thousand, driven largely by inflationary wage pressure and
development costs;a tight labor market, an increase in travel costs of
this amount, $606$193 thousand,
was capitalized and
$752 thousand was expensed.an increase in insurance expense of $154 thousand.
As a percent of revenue, consolidated selling, general, and administrative expenses increased from 40% to 45% for the same comparative periods.
Other Income/ExpenseIncome (Expense), net
Total other expense was $112 thousand for the three months ended May 31, 2022, compared to total other expense of $51 thousand for the three months ended May 31, 2021 compared2021. The variance of $61 thousand was primarily due to total other expensecurrency-exchange loss of $77$244 thousand, partially offset by an increase in interest income of $102 thousand and a decrease in loss due to change in value of contingent consideration of $81 thousand.
Provision for Income Taxes
Provision for income taxes was $747 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, 20212022, compared to $844$704 thousand for the same period in the previous year. Our effective tax rate decreased 6.6%by less than 1% to 15.7%15% for the three months ended May 31, 20212022, from 22.3%16% during the same period of the previous year primarily due to the disqualified dispositionyear.
Comparison of Nine Months Ended May 31, 20212022 and 2020:
| (in thousands) | | Nine Months Ended May 31, | |
| | | 2021 | | | 2020 | | | Change ($) | | | 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 % | |
2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 | | $ Change | | % Change |
| Revenue | | $ | 42,172 | | | $ | 36,625 | | | $ | 5,547 | | | 15 | % |
| Cost of revenue | | 8,145 | | | 7,815 | | | 330 | | | 4 | % |
| Gross profit | | 34,027 | | | 28,810 | | | 5,217 | | | 18 | % |
| Research and development | | 2,439 | | | 2,771 | | | (332) | | | (12) | % |
| Selling, general and administrative | | 17,371 | | | 14,960 | | | 2,411 | | | 16 | % |
| Total operating expenses | | 19,810 | | | 17,731 | | | 2,079 | | | 12 | % |
| Income from operations | | 14,217 | | | 11,079 | | | 3,138 | | | 28 | % |
| Other income (expense), net | | 6 | | | (169) | | | 175 | | | (104) | % |
| Income before income taxes | | 14,223 | | | 10,910 | | | 3,313 | | | 30 | % |
| Provision for income taxes | | (2,701) | | | (1,433) | | | (1,268) | | | 88 | % |
| Net income | | $ | 11,522 | | | $ | 9,477 | | | $ | 2,045 | | | 22 | % |
Revenue
RevenuesRevenuesConsolidated revenue increased by approximately $4.6$5.5 million or 14%15% to $42.2 million for the nine months ended May 31, 2022, compared to consolidated revenue of $36.6 million for the nine months ended May 31, 2021 compared2021. This increase is primarily due to approximately $32.0a $4.4 million or 20% increase in software-related revenue, as well as a $1.1 million or 8% increase in service-related revenue when comparing the nine months ended May 31, 2022 and 2021.
Cost of Revenue
Consolidated cost of revenue increased by $330 thousand or 4% to $8.1 million for the nine months ended May 31, 2020. This increase is primarily due2022, compared to a $5.4$7.8 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 nine months ended May 31, 2021 and 2020.Cost of Revenues
Cost of revenues decreased by approximately $160 thousand or 2% for the nine months ended May 31, 20212021. The increase is primarily due
to a $533 thousand or 10% increase in service-related cost of revenue, partially offset by a decrease of $203 thousand in software-related cost of revenue when compared to the nine months ended May 31, 2020. The decrease is primarily due to a decrease in labor-related costs2022 and contract research organization fees totaling $446 thousand, partially offset2021. Gross Profit
Consolidated gross profit increased by higher amortization of software development costs related to the purchase of Lixoft of $291 thousand.Gross Margin
Gross margin increased $4.7$5.2 million or 20%18% to $34.0 million for the nine months ended May 31, 2022, compared to $28.8 million for the nine months ended May 31, 2021 compared to $24.1 million for the nine months ended May 31, 2020.2021. The higher gross marginprofit is primarily due to the addition
an increase in gross profit for our software business of the Lixoft division, which contributed $2.7 million to the increase, as well as the Simulations Plus division’s gross margin increase of $2.4$4.6 million or 16%. The Cognigen Division23% and an increase in gross margin increased by $223profit for our services business of $584 thousand or 5%7%. This was offset by a decrease in DILIsym Divisions’ gross margin of $645 thousand or 16% for the year to date. Overall gross margin percentage increased by 4% towas 81% and 79% for the nine months ended May 31, 2022 and 2021, from 75%respectively.
Research and Development Costs
Total research and development costs decreased by $366 thousand for the nine months ended May 31,
2020.Selling, General and Administrative Expenses
Selling, general, and administrative expenses increased by approximately $2.3 million, or 18% to $15.0 million for the nine months ended May 31, 2021 from approximately $12.7 million for the nine months ended May 31, 2020.
The increase in Selling, general, and administrative expense was primarily due to the following:
· | Salaries and wages increased by $2.4 million due to higher corporate salaries, bonuses, stock-related compensation, and severance costs, as well as an increase in headcount; |
· | Payroll tax expense increased $578 thousand due to higher headcount and wages; |
· | These were offset by a decrease in consulting fees of $586 thousand primarily related to the acquisition of Lixoft. |
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 $1.4 million for the nine months ended May 31, 20212022, compared to the nine months ended May 31, 2020.2021. During the first three quartersnine months ended May 31, 2022, we incurred $4.7 million of fiscal yearresearch and development costs; of this amount, $2.3 million was capitalized and $2.4 million was expensed. During the nine months ended May 31, 2021, we incurred approximately $5.1 million of research and development costs; of this amount $2.3 million was capitalized and $2.8 million was expensed. For
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased by $2.4 million or 16% to $17.4 million for the nine months ended May 31, 2020 we incurred approximately $3.72022, from $15.0 million for the nine months ended May 31, 2021. The increase was primarily due to an increase in personnel costs of research and development costs; of this amount, $1.7 million, was capitalizedan increase in insurance costs of $442 thousand related to cyber and $2.0 million was expensed.
D&O premiums, and an increase in travel costs of
$255 thousand.
As a percent of revenue, consolidated selling, general, and administrative expenses remained consistent at 41% for the same comparative periods.
Other
Income/ExpenseIncome (Expense), net
Total other income was $6 thousand for the nine months ended May 31, 2022 compared to total other expense wasof $169 thousand for the nine months ended May 31, 2021 compared to total other expense of $53 thousand for the nine months ended May 31, 2020.2021. The variance of $116$175 thousand iswas primarily due to a change in the valuation of contingent consideration, partially offset byto an increase in net interest income and a currency exchange gain.of $144 thousand.
Provision for Income Taxes
The provision
Provision for income taxes was
$1.4$2.7 million for the nine months ended May 31,
20212022, compared to
$2.2$1.4 million for the same period in the previous year. Our effective tax rate
decreased 10.5%increased 6% to
13.1%19% for the nine months ended May 31,
2021 from 23.6% during2022 compared to 13% for the same period of the previous
year primarily due to the disqualified disposition of options exercised.year.
Segment Results of Operations
by Business Unit
Comparison of Three Months Ended May 31,
20212022 and
2020:
Revenues
| (in thousands) | Three Months Ended May 31, |
| | | 2021 | | | 2020 | | | Change ($) | | | Change (%) | |
| Simulations Plus | | $ | 7,916 | | | $ | 6,728 | | | $ | 1,188 | | | | 18 % | |
| Cognigen | | | 2,536 | | | | 3,039 | | | | (503 | ) | | | (17)% | |
| DILIsym | | | 1,331 | | | | 1,909 | | | | (578 | ) | | | (30)% | |
| Lixoft* | | | 994 | | | | 622 | | | | 372 | | | | 60 % | |
| Total | | $ | 12,777 | | | $ | 12,298 | | | $ | 479 | | | | 4 % | |
*Lixoft was acquired on April 1, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 9,647 | | | $ | 8,298 | | | $ | 1,349 | | | 16 | % |
| Services | | 5,312 | | | 4,479 | | | 833 | | | 19 | % |
| Total | | $ | 14,959 | | | $ | 12,777 | | | $ | 2,182 | | | 17 | % |
Cost of
Revenues| (in thousands) | Three Months Ended May 31, |
| | | 2021 | | | 2020 | | | Change ($) | | | Change (%) | |
| Simulations Plus | | $ | 715 | | | $ | 594 | | | $ | 121 | | | | 20 % | |
| Cognigen | | | 1,161 | | | | 1,332 | | | | (171 | ) | | | (13)% | |
| DILIsym | | | 414 | | | | 647 | | | | (233 | ) | | | (36)% | |
| Lixoft* | | | 181 | | | | 93 | | | | 88 | | | | 95 % | |
| Total | | $ | 2,471 | | | $ | 2,666 | | | $ | (195 | ) | | | (7)% | |
*Lixoft was acquired on April 1, 2020.
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 730 | | | $ | 800 | | | $ | (70) | | | (9) | % |
| Services | | 1,829 | | | 1,671 | | | 158 | | | 9 | % |
| Total | | $ | 2,559 | | | $ | 2,471 | | | $ | 88 | | | 4 | % |
Gross
Margin| (in thousands) | Three Months Ended May 31, |
| | | 2021 | | | 2020 | | | Change ($) | | | Change (%) | |
| Simulations Plus | | $ | 7,201 | | | $ | 6,134 | | | $ | 1,067 | | | | 17 % | |
| Cognigen | | | 1,375 | | | | 1,707 | | | | (332 | ) | | | (19)% | |
| DILIsym | | | 917 | | | | 1,262 | | | | (345 | ) | | | (27)% | |
| Lixoft* | | | 813 | | | | 529 | | | | 284 | | | | 54 % | |
| Total | | $ | 10,306 | | | $ | 9,632 | | | $ | 674 | | | | 7 % | |
*Lixoft was acquired on April 1, 2020.
Profit
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Three Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 8,917 | | | $ | 7,498 | | | $ | 1,419 | | | 19 | % |
| Services | | 3,483 | | | 2,808 | | | 675 | | | 24 | % |
| Total | | $ | 12,400 | | | $ | 10,306 | | | $ | 2,094 | | | 20 | % |
Software Business
Simulations PlusFor the three months ended May 31, 2021,2022, the revenue increase of $1.2$1.3 million or 18%16%, compared to the three months ended May 31, 20202021, was primarily due to higher sales from GastroPlus ($817 thousand) and ADMET Software ($277 thousand).of $1.0 million. Cost of revenue increased $121decreased $70 thousand or 9% during the same periods and gross marginprimarily due to a decrease in amortization of capitalized software. Gross profit increased $1.1$1.4 million or 17%,19% during the same periods, primarily due to the increase in revenue.
Services Business
For the three months ended May 31, 2021,2022, the revenue decreaseincrease of $503$833 thousand or 17%19%, compared to the three months ended May 31, 20202021, was primarily due to a decreasean increase in grantrevenue from PBPK of $612 thousand and an increase in revenue from PKPD of $557 thousand, partially offset by decreases in other services revenue. Cost of revenues decreased $171revenue increased $158 thousand or 13%9%, primarily due to a reduction in salaries, offset by an increase in subcontractor costs and bonus expense.CRO services of $105 thousand. Gross margin decreased $332profit increased $675 thousand or 19%24%.DILIsym
For the three months ended May 31, 2021, the revenue decrease of $578 thousand or 30% compared to the three months ended May 31, 2020 was primarily due to lower revenue from consulting services of $445 thousand and lower grant revenue of $119 thousand. Cost of revenue decreased $233 thousand or 36%, primarily due to lower contract research organization fees. Gross margin decreased $345 thousand or 27%.
Lixoft
For the three months ended May 31, 2021, the revenue increase of $372 thousand or 60% compared to the three 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 $284 thousand or 54%, respectively, were both primarily due to the purchase of Lixoft on April 1, 2020.
Comparison of Nine Months Ended May 31, 20212022 and 2020:
Revenues
| (in thousands) | | Nine Months Ended May 31, | |
| | | 2021 | | | 2020 | | | Change ($) | | | 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.
2021:
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 26,767 | | | $ | 22,337 | | | $ | 4,430 | | | 20 | % |
| Services | | 15,405 | | | 14,288 | | | 1,117 | | | 8 | % |
| Total | | $ | 42,172 | | | $ | 36,625 | | | $ | 5,547 | | | 15 | % |
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.
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 2,245 | | | $ | 2,448 | | | $ | (203) | | | (8) | % |
| Services | | 5,900 | | | 5,367 | | | 533 | | | 10 | % |
| Total | | $ | 8,145 | | | $ | 7,815 | | | $ | 330 | | | 4 | % |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Nine Months Ended May 31, |
| | 2022 | | 2021 | | Change ($) | | Change (%) |
| Software | | $ | 24,522 | | | $ | 19,889 | | | $ | 4,633 | | | 23 | % |
| Services | | 9,505 | | | 8,921 | | | 584 | | | 7 | % |
| Total | | $ | 34,027 | | | $ | 28,810 | | | $ | 5,217 | | | 18 | % |
Software Business
Simulations PlusFor the nine months ended May 31, 2021,2022, the revenue increase of $2.4$4.4 million or 14%20%, compared to the nine months ended May 31, 20202021, was primarily due to higher sales from GastroPlus, ($1.7 million)MonolixSuite, and ADMET Software ($587 thousand).Predictor of $2.6 million, $1.2 million, and $547 thousand, respectively. Cost of revenue increased slightlydecreased $203 thousand or 8% during the same periods and gross marginprimarily due to a decrease in amortization of capitalized software. Gross profit increased $2.4$4.6 million or 16%,23% during the same periods, primarily due to the increase in revenue.
Services Business
CognigenFor the nine months ended May 31, 2021,2022, the revenue decreaseincrease of $189 thousand$1.1 million or 2%8%, compared to the nine months ended May 31, 20202021, was primarily due to a decreasean increase in grant revenue.revenue from PBPK of $846 thousand, an increase from PKPD of $275 thousand, and an increase in QSP/QST consulting services of $143 thousand. Cost of revenue decreased $412increased by $533 thousand or 10%, primarily due to a reduction in headcount, partially offset by an increase in bonus accrualpersonnel costs of $235 thousand and stock-based compensation during the same periods.an increase in CRO services of $224 thousand. Gross marginprofit increased by approximately $223$584 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%7% during the same periods, primarily due to lower contract research organization fees. Gross margin decreased $645 thousand or 16%, primarily due to the decreaseincrease in revenue.
Liquidity and Capital Resources
As of May 31, 2022, the Company had $42.4 million in cash and cash equivalents, $80.1 million in short-term investments, and $138.9 million in working capital. Our principal sources of capital have been cash flows from our operations and a public
offering.offering in 2020. We have achieved continuous positive operating cash flow over the last
eleventwelve fiscal years.
In August 2020, we closed an underwritten public offering of 2,090,909 shares of our 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 us 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 our automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.
On March 31, 2020, we entered into a StockCredit Agreement with Wells Fargo Bank, N.A. The Credit Agreement provided us with a credit facility of $3.5 million through April 15, 2022 (the “Termination Date”), on which date the Credit Agreement terminated in accordance with its terms. As a result, we can no longer draw down against the line of credit. We chose not to renew or pursue an alternative credit facility as we do not foresee a need to utilize such credit facility within the next twelve months. As of the Termination Date, there were no amounts drawn against the line of credit.
On March 31, 2020, we entered into a Share Purchase and Contribution Agreement (the “Agreement”) with Lixoft.
On April 1, 2020, we completed the 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
$2.0 million 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 callscalled for earnout payments up to an additional $5.5 million, payable in 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 cancould 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 descriptionIn June 2021, $2.0 million was paid out under the first earnout payment, which was comprised of $1.3 million of cash and $0.7 million worth of common stock. In April 2022, we released and distributed the Agreement.As$2.0 million holdback consideration, consisting of May 31, 2021, the Company had $58.8$1.3 million in cash and cash equivalentsshares of common stock valued at $0.7 million (amounting to an aggregate of 20,326 unregistered shares of common stock), to the former shareholders of Lixoft. In May 2022, we released and $60.9distributed $3.5 million in short-term investments.
earnout consideration, consisting of $2.3 million in cash and shares of common stock valued at $1.2 million (amounting to an aggregate of 23,825 unregistered shares of common stock), to the former shareholders of Lixoft in accordance with the Agreement. 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 is 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 expandeda new credit facilities.facility. 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
Except as discussed elsewhere in this report, 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.
Net cash provided by operating activities was $10.0 million for the nine months ended May 31, 2022. Our operating cash flows resulted primarily from our net income of $11.5 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 $8.0 million, offset by non-cash charges of $6.5 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 $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.
Investing Activities
Net cash provided by
operatinginvesting activities
was $6.1 million forduring the nine months ended May 31,
2020. Our operating cash flows resulted2022, of $2.0 million was primarily
due to the proceeds from
our net incomethe sale of
$7.1short-term investments of $75.9 million,
which was generated by cash received from our customers,partially offset by
cash payments we made to third parties for their servicesthe purchase of short-term investments of $70.9 million and
employee compensation. In addition, net cash outflow from changes in balancethe purchase of
operating assets and liabilities was $4.4 million, offset by non-cash charges computer software development costs of
$3.4$2.3 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$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 fromof $2.3 million and the
acquisitionpurchase of
the subsidiary.equipment of $1.0 million.
For the nine months ended May 31, 2021,2022, net cash used in financing activities of $2.2$6.6 million was primarily due to payments on contracts payable of $3.7 million comprised of $2.3 million for the final earnout payment and $1.3 million to settle the holdback liability related to the Lixoft acquisition, and dividend payments totaling $3.6 million, partially offset by proceeds from the exercise of stock options totaling $1.4 million. Net$693 thousand.
For the nine months ended May 31, 2021, net cash used by financing activities
for the comparable period in fiscal year 2020 of
$2.7$2.2 million was primarily
due to dividend paymentsdriven by the payment of dividends totaling
$3.2$3.6 million, partially offset by proceeds
of $0.5 million from the exercise of stock
options.options totaling $1.4 million. 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,
2021,2022, we had working capital of
$131.4$138.9 million, a ratio of current assets to current liabilities of
18.924.5 and a ratio of debt to equity of
less than 0.1. At August 31,
2020,2021, we had working capital of
$123.6$127.7 million, a ratio of current assets to current liabilities of
23.412.0 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.
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 | | | $ | – | |
2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Payments due by period |
| Contractual obligations: | | Total | | 1 year | | 2–3 years | | 4–5 years | | More than 5 years |
| | | | | | | | | | |
| Operating lease obligations | | $ | 1,629 | | | $ | 509 | | | $ | 801 | | | $ | 319 | | | $ | — | |
| | | | | | | | | | |
| Total | | $ | 1,629 | | | $ | 509 | | | $ | 801 | | | $ | 319 | | | $ | — | |
Known Trends
ofor Uncertainties
Although we have not seen any significant reduction in revenues to date, we
We have seen some consolidation in the pharmaceutical industry during economic
downturns. Thesedownturns, although these consolidations have not had a negative effect on our total
sales torevenue from that
industry; however, shouldindustry. Should consolidations and downsizing in the industry continue to occur, those events could adversely impact our
revenuesrevenue 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
revenuesrevenue and earnings if they are accepted by our markets; however, there can be no assurances that new products will result in significant improvements to
revenuesrevenue or earnings. For competitive reasons, we do not disclose all of our new product development activities.
Our continued quest for acquisitions could result in a significant change to revenuesrevenue 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,
2020,2021 (the “Annual Report”), filed with the SEC on
November 16, 2020.October 27, 2021.
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 RiskThere
As of May 31, 2022, there has been no material change in our exposure to market risk from that described in Item 7A of our Annual Report on Form 10-K for the year ended August 31, 2020.Report.
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 May 31,
2021.2022. 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 May 31,
2021,2022 that our disclosure controls and procedures were effective.
Changes in Internal Controls over Financial Reporting
No change in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during our 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
7,6, 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. Additionalcommon stock. Except as set forth below, there have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.
Additionally, the recent military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.
Although our business has not been materially impacted by the ongoing military conflict between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our customers, suppliers, and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Annual Report.
We may be adversely affected by the effects of inflation.
Inflation has the potential to adversely affect our liquidity, business, financial condition, and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As discussed elsewhere in this report, on April 1, 2022, the Company released from escrow an aggregate of 20,326 unregistered shares of the Company’s common stock to the former shareholders of Lixoft as partial payment of a $2.0 million holdback of the closing consideration payable pursuant to that Share Purchase and Contribution Agreement entered into by and among the Company and the former shareholders of Lixoft, dated March 31, 2020 (the "Agreement"). The shares had an aggregate value of $0.7 million.
On May 5, 2022, the Company issued an aggregate of 23,825 unregistered shares of the Company’s common stock to the former shareholders of Lixoft pursuant to the Agreement. The shares had an aggregate value of $1.2 million and were issued as a portion of an earnout payment in connection with the satisfaction of certain year-over-year performance thresholds set forth in the Agreement.
The shares released as partial payment of the $2.0 million holdback and issued as partial payment of the earnout were issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
The Company did not sell any other unregistered equity securities during the period covered by this report that were not otherwise disclosed in a Current Report on Form 8-K.
Item 3. | Defaults Upon Senior Securities |
Item 3. Defaults Upon Senior Securities
Item 4. | Mine Safety Disclosures |
Item 4. Mine Safety Disclosures
Item 5. 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 arrangements. |
(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. |
| |
___________________________
^ 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 arrangements.
(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 November 19, 2021.
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 July
14, 2021.8, 2022. | | | | | | | | | | | | | | |
| | Simulations Plus, Inc. |
| | |
| | | | |
| Date: | July 14, 20218, 2022 | By: | /s/ /s/ Will Frederick
| |
| | Will Frederick | |
