Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q/A

(Amendment No.1)

 

	☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 for the quarterly period ended May 31, 2020
OR
	☐	Transmission Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1937 for the transition period from ______ to ______

 

Commission file number: 001-32046

 

Simulations Plus, Inc.

(Name of registrant as specified in its charter)

 

California	95-4595609
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer identification No.)

 

42505 10^th Street West

Lancaster, CA 93534-7059

(Address of principal executive offices including zip code)

 

(661) 723-7723

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SLP	The NASDAQ Stock Market LLC

 

  

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days.     Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

☐   Large accelerated filer	☒   Accelerated filer
☐   Non-accelerated filer (Do not check if a smaller reporting company)	☒   Smaller reporting company
☐   Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

 

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of July 22, 2020 was 17,820,057, no shares of preferred stock were outstanding.

 

 

 

EXPLANATORY NOTE

 

This Form 10-Q/A (Amendment No. 1) (the “Amendment”) is being filed solely to correct a clerical error in the Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, initially filed with the Securities and Exchange Commission on July 9, 2020 (the “Original Filing”).

 

We have determined that in Item 3 of Part I, “Quantitative and Qualitative Disclosures about Market Risk” we reported as follows: In the three and nine months ended May 31, 2020 and 2019, we sold $1,453,000 and $1,402,000 and $3,273,000 and $3,800,000, respectively, of software through representatives in certain Asian markets in local currencies. The reported amounts for those nine-month periods were switched and the nine month sales ended May 31, 2020 and 2019 should have been reported as $3,800,000 and $3,273,000, respectively. In addition, cash and cash equivalents as of August 31, 2019 was reported as $11.40 million and was actually $11.44 million. Despite being minor grammatical errors in the narrative, we felt it necessary to correct the clerical errors to avoid confusion over this disclosure.

 

In addition, we have determined that in Item 1 of Part I, “Condensed Consolidated Statements of Cash Flows” the presentation of the Statement of Cash Flows for the comparative historical period ended May 31, 2019 mistakenly included certain numbers from the period ended February 28, 2019, rather than the period ended May 31, 2019. The overall financial impact of this clerical error showed for the nine months 2019 cash generated of $3,381,958 when in fact the cash generated in that prior year period was $907,424.

 

In connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment new certifications by our principal executive and principal financial officer as required by Rule 12b-15.

 

Except for the correction described above, this Amendment does not modify, amend or update in any way any other item or disclosure in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing.

 

 

 

 

 

Simulations Plus, Inc.

FORM 10-Q/A

For the Quarterly Period Ended May 31, 2020

 

Table of Contents

 

PART I. FINANCIAL INFORMATION
		Page
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets at May 31, 2020 (unaudited) and August 31, 2019 (audited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months and nine months ended May 31, 2020 and May 31, 2019 (unaudited)	4
	Condensed Consolidated Statements of Shareholders’ Equity for the nine months ended May 31, 2020 and the year ended August 31, 2019 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2020 and May 31, 2019 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
PART II. OTHER INFORMATION
Item 6.	Exhibits	23
Signature		24

 

 

 

 

Part I. FINANCIAL INFORMATION

 

Item 1.

Condensed Consolidated Financial Statements

 

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		(Unaudited)				(Audited)
		May 31				August 31,
		2020				2019
ASSETS
Current assets
Cash and cash equivalents		$	7,354,496			$	11,435,499
Accounts receivable, net of allowance for doubtful accounts of $25,000 and $0			10,853,452				5,026,558
Revenues in excess of billings			2,838,072				3,233,659
Prepaid income taxes			392,099				765,110
Prepaid expenses and other current assets			745,468				704,316
Total current assets			22,183,587				21,165,142
Long-term assets
Capitalized computer software development costs,
net of accumulated amortization of $13,293,943 and $12,356,055			5,754,971				4,959,736
Property and equipment, net (note 4)			356,784				341,145
Operating lease right of use asset			1,019,408				–
Intellectual property, net of accumulated amortization of $4,729,270 and $3,948,750			12,275,730				5,026,249
Other intangible assets net of accumulated amortization of $1,503,481 and $1,210,000			7,146,519				3,280,000
Goodwill			12,792,171				10,387,198
Other assets			49,957				37,227
Total assets		$	61,579,127			$	45,196,697
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		$	663,337			$	204,075
Accrued payroll and other expenses			2,137,383				1,639,038
Current portion - Contracts payable (note 5)			3,761,028				1,761,028
Billings in excess of revenues			269,232				798,549
Operating lease liability, current portion			525,454				–
Deferred revenue			428,611				380,787
Total current liabilities			7,785,045				4,783,477
Long-term liabilities
Deferred income taxes, net			2,775,398				2,731,616
Operating Lease Liability			489,463				–
Payments due under Contracts payable (note 5)			3,942,333				–
Total liabilities			14,992,239				7,515,093
Commitments and contingencies (note 6)
Shareholders' equity (note 7)
Preferred stock, $0.001 par value 10,000,000 shares authorized no shares issued and outstanding		$	–			$	–
Common stock, $0.001 par value 50,000,000 shares authorized 17,788,498 and 17,591,834 shares issued and outstanding			7,791				7,595
Additional paid-in capital			20,231,443				15,319,474
Accumulated Other Comprehensive Income (Loss)			30,460				–
Retained earnings			26,317,194				22,354,535
Total shareholders' equity		$	46,586,888			$	37,681,604
Total liabilities and shareholders' equity		$	61,579,127			$	45,196,697

 

The accompanying notes are an integral part of these financial statements.

 

 

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the three and nine months ended May 31, 2020 and May 31, 2019

 

		Three months ended								Nine months ended
		(Unaudited)								(Unaudited)
		2020				2019				2020				2019
Revenues		$	12,298,036			$	9,936,921			$	32,049,003			$	25,944,545
Cost of revenues			2,665,405				2,324,188				7,974,702				6,734,890
Gross margin			9,632,630				7,612,733				24,074,301				19,209,655
Operating expenses
Selling, general, and administrative			5,023,132				3,087,445				12,646,512				8,613,788
Research and development			752,719				643,255				2,026,684				1,896,926
Total operating expenses			5,775,851				3,730,700				14,673,197				10,510,714
Income from operations			3,856,779				3,882,033				9,401,104				8,698,941
Other income (expense)
Interest income			4,465				11,050				27,814				20,296
Interest expense			–				(32,702	)			–				(109,078	)
Change in value of contingent consideration			(81,000	)			–				(81,000	)			–
(Loss) income on currency exchange			(602	)			(7,941	)			1,283				(40,467	)
Total other income (expense)			(77,137	)			(29,593	)			(51,902	)			(129,249	)
Income before provision for income taxes			3,779,642				3,852,440				9,349,202				8,569,692
Provision for income taxes			(844,073	)			(963,734	)			(2,205,276	)			(2,045,590	)
Net Income		$	2,935,569			$	2,888,706			$	7,143,925			$	6,524,102
Earnings per share
Basic		$	0.17			$	0.16			$	0.40			$	0.37
Diluted		$	0.16			$	0.16			$	0.39			$	0.36
Weighted-average common shares outstanding
Basic			17,735,354				17,519,849				17,661,189				17,472,922
Diluted			18,426,872				18,096,195				18,333,596				18,008,336
Other Comprehensive Income (Loss), net of tax
Foreign currency translation adjustments			30,460				–				30,460				–
Comprehensive Income (Loss)		$	2,966,029			$	2,888,706			$	7,174,385			$	6,524,102

 

  

The accompanying notes are an integral part of these financial statements.

 

  

 

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the nine months ended May 31, 2020 and the year ended August 31, 2019

(UNAUDITED)

 

		Common Stock								Additional Paid-In				Accumulated Other Comprehensive				Retained
		Shares				Amount				Capital				Income				Earnings				Total
Balance, August 31, 2018			17,416,445			$	7,417			$	13,453,668			$	–			$	18,461,540			$	31,922,625
Exercise of stock options			41,103				42				357,410				–				–				357,452
Stock-based Compensation			–				–				200,029				–				–				200,029
Shares issued to Directors for services			2,222				2				44,904				–				–				44,906
Adjustment for 606			–				–				–				–				(493,279	)			(493,279	)
Declaration of Dividend			–				–				–				–				(1,045,073	)			(1,045,073	)
Net income			–				–				–				–				1,535,947				1,535,947
Balance, November 30, 2018			17,459,770				7,461				14,056,011				–				18,459,135				32,522,607
Exercise of stock options			37,680				38				121,912				–				–				121,950
Stock-based Compensation			–				–				208,715				–				–				208,715
Shares issued to Directors for services			2,508				4				48,954				–				–				48,958
Declaration of Dividend			–				–				–				–				(1,048,887	)			(1,048,887	)
Net income			–				–				–				–				2,099,449				2,099,449
Balance, February 28, 2019			17,499,958				7,503				14,435,592				–				19,509,697				33,952,792
Exercise of stock options			25,849				26				103,747				–				–				103,773
Stock-based Compensation			–				–				224,654				–				–				224,654
Shares issued to Directors for services			2,176				2				49,023				–				–				49,025
Declaration of Dividend			–				–				–				–				(1,050,914	)			(1,050,914	)
Net income			–				–				–				–				2,888,706				2,888,706
Balance, May 31, 2019			17,527,983				7,531				14,813,016				–				21,347,489				36,168,036
Exercise of stock options			62,071				62				204,910				–				–				204,972
Stock-based Compensation			–				–				232,450				–				–				232,450
Shares issued to Directors for services			1,780				2				69,098				–				–				69,100
Declaration of Dividend			–				–				–				–				(1,052,181	)			(1,052,181	)
Net income			–				–				–				–				2,059,227				2,059,227
Balance, August 31, 2019			17,591,834			$	7,595			$	15,319,474			$	–			$	22,354,535			$	37,681,604

 

 

 

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the nine months ended May 31, 2020 and the year ended August 31, 2019

(UNAUDITED) (continued)

 

		Common Stock								Additional Paid-In				Accumulated Other Comprehensive				Retained
		Shares				Amount				Capital				Income				Earnings				Total
Balance, August 31, 2019			17,591,834			$	7,595			$	15,319,474			$	–			$	22,354,535			$	37,681,604
Exercise of stock options			29,445				29				135,529				–				–				135,558
Stock-based Compensation			–				–				294,704				–				–				294,704
Shares issued to Directors for services			2,045				2				72,411				–				–				72,413
Declaration of Dividend			–				–				–				–				(1,056,379	)			(1,056,379	)
Net income			–				–				–				–				2,058,277				2,058,277
Balance November 30, 2019			17,623,324				7,626				15,822,118				–				23,356,433				39,186,177
Exercise of stock options			22,915				23				167,168				–				–				167,191
Stock-based Compensation			–				–				344,928				–				–				344,928
Shares issued to Directors for services			2,225				2				72,488				–				–				72,490
Declaration of Dividend			–				–				–				–				(1,058,740	)			(1,058,740	)
Net income			–				–				–				–				2,150,080				2,150,080
Balance February 29, 2020			17,648,464				7,651				16,406,702				–				24,447,773				40,862,126
Exercise of stock options			26,447				26				204,581				–				–				204,607
Stock-based Compensation			–				–				287,115				–				–				287,115
Shares issued to Directors for services			1,905				2				72,483				–				–				72,485
Declaration of Dividend			–				–				–				–				(1,066,148	)			(1,066,148	)
Shares issued - Lixoft			111,682				112				3,260,562				–				–				3,260,674
Foreign Currency Translation Adjustments			–				–				–				30,460				–				30,460
Net income			–				–				–				–				2,935,569				2,935,569
Balance May 31, 2020			17,788,498			$	7,791			$	20,231,443			$	30,460			$	26,317,194			$	46,586,888

 

The accompanying notes are an integral part of these financial statements.

 

 

 

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended May 31, 2020 and May 31, 2019

(UNAUDITED)

 

		2020				2019
Cash flows from operating activities
Net income		$	7,143,925			$	6,524,102
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			2,133,676				2,070,583
Change in value of contingent consideration			81,000				109,061
Stock-based compensation			1,144,135				776,287
Deferred income taxes			43,782				(248,526	)
(Increase) decrease in
Accounts receivable			(5,268,565	)			(2,220,795	)
Revenues in excess of billings			395,587				(695,192	)
Prepaid income taxes			553,462				312,593
Prepaid expenses and other assets			7,445				76,667
Increase (decrease) in
Accounts payable			324,427				(142,520	)
Accrued payroll and other expenses			26,653				257,026
Billings in excess of revenues			(529,317	)			114,369
Accrued income taxes			–				434,886
Deferred revenue			47,824				145,406
Net cash provided by operating activities			6,104,034				7,513,947
Cash flows used in investing activities
Purchases of property and equipment			(105,784	)			(75,861	)
Purchases of intellectual property			–				(50,000	)
Cash used to acquire subsidiaries			(9,471,352	)			–
Cash received in acquisition			3,799,134				–
Capitalized computer software development costs			(1,733,124	)			(1,362,329	)
Net cash used in investing activities			(7,511,126	)			(1,488,190	)
Cash flows used in financing activities
Payment of dividends			(3,181,267	)			(3,144,864	)
Payments on Contracts Payable			–				(2,556,644	)
Proceeds from the exercise of stock options			507,356				583,175
Net cash used in financing activities			(2,673,911	)			(5,118,333	)
Net increase (decrease) in cash and cash equivalents			(4,081,003	)			907,424
Cash and cash equivalents, beginning of year			11,435,499				9,400,701
Cash and cash equivalents, end of period		$	7,354,496			$	10,308,125
Supplemental disclosures of cash flow information
Income taxes paid		$	1,613,868			$	1,503,740
Non-Cash Investing and Financing Activities
Stock issued for acquisition of Lixoft		$	3,260,674			$	–
Creation of contract liabilities for acquisition of subsidiaries		$	4,528,000			$	–
Non-Cash Investing and Financing Activities
Right of use assets capitalized		$	1,470,656			$	–

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Simulations Plus, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2019

(Unaudited)

 

NOTE 1: GENERAL

 

This report on Form 10-Q/A for the quarter ended May 31, 2020 should be read in conjunction with the Company's annual report on Form 10-K for the year ended August 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of Simulations Plus, Inc. ("we", "our", "us"), the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year.

 

Organization

Simulations Plus, Inc. (“Simulations Plus”, “Lancaster”) was incorporated on July 17, 1996. On September 2, 2014, Simulations Plus, Inc. acquired all of the outstanding equity interests of Cognigen Corporation (“Cognigen”, “Buffalo”) and Cognigen became a wholly owned subsidiary of Simulations Plus, Inc. Simulations Plus, Inc., acquired DILIsym Services, Inc. (DILIsym) as a wholly owned subsidiary pursuant to a stock purchase agreement dated May 1, 2017. On June 1, 2017, the Company consummated the acquisition of all outstanding equity interests of DILIsym pursuant to the terms of the Stock Agreement, with DILIsym becoming a wholly owned subsidiary of the Company. On April 1, 2020, Simulations Plus, Inc. acquired Lixoft, a French société par actions simplifiée (“Lixoft”, “Paris”) as a wholly-owned subsidiary pursuant to a stock purchase and contribution agreement dated March 21, 2020. (Collectively, “Company”, “we”, “us”, “our”).

 

Lines of Business

The Company designs and develops pharmaceutical simulation software to promote cost-effective solutions to a number of problems in pharmaceutical research and in the education of pharmacy and medical students, and it provides consulting services to the pharmaceutical and chemical industries. Recently, the Company has begun to explore developing software applications for defense and for health care outside of the pharmaceutical industry.

  

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

The consolidated financial statements include the accounts of Simulations Plus, Inc. and, as of September 2, 2014, its wholly owned subsidiary, Cognigen Corporation, as of June 1, 2017, the accounts of DILIsym Services, Inc., and as of April 1, 2020, Lixoft accounts. All significant intercompany accounts and transactions are eliminated in consolidation.

 

Estimates

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Actual results could differ from those estimates. Significant accounting policies for us include revenue recognition, accounting for capitalized computer software development costs, valuation of stock options, and accounting for income taxes.

 

Reclassifications

Certain numbers in the prior year have been reclassified to conform to the current year's presentation.

  

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09 and its related amendments regarding Accounting Standards Codification Topic 606 (ASC Topic 606), Revenue from Contracts with Customers. The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also provides guidance on the recognition of incremental costs related to obtaining customer contracts. We adopted ASC Topic 606, effective September 1, 2018, utilizing the modified retrospective method. This approach was applied to contracts that were in process as of September 1, 2018, and the corresponding incremental costs of obtaining those contracts, which resulted in a cumulative effect adjustment of $493,279 to the opening balance of retained earnings at the date of adoption. The adoption of this ASU primarily impacts the timing of our revenue recognition for certain sales contracts, the capitalization and amortization of incremental costs of obtaining a contract, and related disclosures. The reported results for fiscal year 2019 reflect the application of ASC Topic 606.

 

 

 

 

We generate revenue primarily from the sale of software licenses and providing consulting services to the pharmaceutical industry for drug development.

 

The Company determines 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, the Company satisfies 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 determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in sales and marketing expenses on the condensed consolidated statements of operations.

 

We apply the practical expedient in ASC Topic 606 to expense costs as incurred for sales commissions when the period of benefit would have been one year or less. Most of our contracts are of a duration of one year or less, few, if any of the longer-term contracts have commissions associated with them.

 

Practical Expedients and Exemptions

 

The Company has 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.

 

·

Transaction Price Allocated to Future Performance Obligations   ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of May 31, 2020. ASC 606 provides certain practical expedients that limit the requirement to disclose the aggregate amount of transaction price allocated to unsatisfied performance obligations.   The Company 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.

  

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

 

Accounts Receivable

We analyze the age of customer balances, historical bad-debt experience, customer creditworthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If we determine that the financial conditions of any of our customers deteriorated, whether due to customer-specific or general economic issues, an increase in the allowance may be made. Accounts receivable are written off when all collection attempts have failed.

 

 

 

 

Capitalized Computer Software Development Costs

Software development costs are capitalized in accordance with ASC 985-20, “Costs of Software to Be Sold, Leased, or Marketed”. Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale.

 

The establishment of technological feasibility and the ongoing assessment for recoverability of capitalized software development costs require considerable judgment by management with respect to certain external factors including, but not limited to, technological feasibility, anticipated future gross revenues, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in our software products.

  

Amortization of capitalized software development costs is calculated on a product-by-product basis using the straight-line method over the estimated economic life of the products (not to exceed five years). Amortization of software development costs amounted to $310,218 and $322,552 for the three months ended May 31, 2020 and 2019, respectively, and $937,888 and $1,006,339 for the nine months ended May 31, 2020 and 2019, respectively. We expect future amortization expense to vary due to increases in capitalized computer software development costs.

  

We test capitalized computer software development costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows:

 

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

 

Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.

 

Leases

In February 2016, the FASB issued ASU No. 2016-02—Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessor have not significantly changed from previous U.S. GAAP. This ASU was effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. We adopted this ASU on September 1, 2019.

 

We lease various production, administrative and sales offices under operating leases. We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all our leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. Our lease terms may include options to extend when it is reasonably certain that we will exercise that option. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. With the adoption of ASC 842 on September 1, 2019, we recognized all leases with terms greater than 12 months in duration on our consolidated balance sheets as right-of-use assets and lease liabilities. We adopted the standard using the prospective approach and did not retrospectively apply to prior periods. Right-of-use assets are recorded in long-term assets on our consolidated balance sheets. Current and non-current lease liabilities are recorded as operating lease liabilities within current liabilities and long-term liabilities, respectively, on our consolidated balance sheets. As part of the adoption of this standard we recorded the following assets and liabilities as of September 1, 2019:

 

 

 

  

Right of use assets		$	902,553
Lease Liabilities, Current		$	537,017
Lease Liabilities, Long-term		$	365,536

 

We have made certain assumptions and judgments when applying ASC 842, the most significant of which are:

 

	·	We elected the package of practical expedients available for transition that allow us to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.
	·	We did not elect to use hindsight when considering judgments and estimates such as assessments of lessee options   to extend or terminate a lease or purchase the underlying asset.
	·	For all asset classes, we elected to not recognize a right-of-use asset and lease liability for short-term leases.
	·	The determination of the discount rate used in a lease is our estimated incremental borrowing rate that is based on what we would expect to pay to borrow over a similar term an amount equal to the lease payments.

 

Supplemental balance sheet information related to operating leases was as follows as of May 31, 2020:

 

Right of use asset		$	1,019,408
Lease Liabilities, Current		$	525,454
Lease Liabilities, Long-term		$	489,463
Operating lease costs		$	438,269
Weighted Average remaining lease term			2.31 years
Weighted Average Discount rate			4.28%

 

Goodwill and indefinite-lived assets

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognizes the assets acquired and liabilities assumed at their acquisition date fair value. Acquired intangible assets include customer relationships, software, trade names, and non-compete agreements. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed.

  

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is not amortized, instead it is tested for impairment annually or when events or circumstances change that would indicate that goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company's use of the acquired assets or the strategy for the Company's 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, 2020, the Company determined that it has four reporting units, Simulations Plus, Cognigen Corporation, DILIsym Services, Inc. and Lixoft. When testing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company is required to perform step one only if it concludes that it is more likely than not that a reporting unit's fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the Company's reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its implied fair value. The estimate of implied fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit but may require valuations of certain internally generated and unrecognized intangible assets such as the Company's 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, 2020, the entire balance of goodwill was attributed to three of the Company's reporting units, Cognigen Corporation, DILIsym Services, and Lixoft. Intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. The Company did not recognize any impairment charges, during the three-month and nine-month periods ended May 31, 2020 and 2019.

 

Reconciliation of Goodwill for the period ended May 31, 2020:

 

		Cognigen				DILIsym				Lixoft				Total
Balance, August 31, 2019		$	4,789,248			$	5,597,950			$	–			$	10,387,198
Addition			–				–				2,404,973				2,404,973
Impairments			–				–				–				–
Balance, May 31, 2020		$	4,789,248			$	5,597,950			$	2,404,973			$	12,792,171

 

Fair Value of Financial Instruments

Assets and liabilities recorded at fair value in the Condensed Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard are as follows:

 

Level Input:		Input Definition:
Level I		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level II		Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

   

For certain of our financial instruments, including accounts receivable, accounts payable, accrued payroll and other expenses, accrued bonus to officer, 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, 2020 and August 31, 2019 for assets and liabilities measured at fair value on a recurring basis:

 

May 31, 2020:

 

		Level 1				Level 2				Level 3				Total
Cash and cash equivalents		$	7,354,496			$	–			$	–			$	7,354,496
Acquisition-related contingent consideration obligations		$	–			$	–			$	6,370,028			$	6,370,028

 

August 31, 2019:

 

		Level 1				Level 2				Level 3				Total
Cash and cash equivalents		$	11,435,499			$	–			$	–			$	11,435,499
Acquisition-related contingent consideration obligations		$	–			$	–			$	1,761,028			$	1,761,028

 

As of May 31, 2020, and August 31, 2019, the Company has a liability for contingent consideration related to its acquisitions of the DILIsym Services, Inc. and Lixoft. The fair-value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model using a probability-weighted income approach. These fair-value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. Changes in the value of the contingent consideration obligations are recorded in the Company’s Consolidated Statement of Operations.

 

As of May 31, 2020, the Company has a liability for contingent consideration related to its acquisitions of DILIsym Services, Inc. and Lixoft:

  

The following is a reconciliation of contingent consideration value.

 

Value at August 31, 2019		$	1,761,028
Contingent consideration for Lixoft			4,609,000
Value at May 31, 2020		$	6,370,028

  

 

 

 

 

Research and Development Costs

Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs include salaries, laboratory experiment, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.

 

Income Taxes

The Company accounts 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

On February 28, 2012, we bought out a royalty agreement with Enslein Research of Rochester, New York. The cost of $75,000 is being amortized over 10 years under the straight-line method. Amortization expense for each of the three-month periods ended May 31, 2020 and 2019 was $1,875 and was $5,625 for each of the nine-month periods ended May 31, 2020, and 2019. Accumulated amortization as of May 31, 2020 and August 31, 2019 were $61,875 and $56,250, respectively.

 

On May 15, 2014, we entered into a termination and nonassertion agreement with TSRL, Inc., pursuant to which the parties agreed to terminate an exclusive software licensing agreement entered into between the parties in 1997. As a result, the company obtained a perpetual right to use certain source code and data, and TSRL relinquished any rights and claims to any GastroPlus products and to any claims to royalties or other payments under that 1997 agreement. We agreed to pay TSRL total consideration of $6,000,000, which is being amortized over 10 years under the straight-line method. Amortization expense for each of the three-month periods ended May 31, 2020 and 2019 was $150,000, and $450,000 for each of the nine-month periods ended May 31, 2020 and 2019. Accumulated amortization as of May 31, 2020 and August 31, 2019 were $3,625,000 and $3,175,000, respectively.

 

On June 1, 2017, as part of the acquisition of DILIsym Services, Inc. the Company acquired certain developed technologies associated with the drug induced liver disease (DILI). These technologies were valued at $2,850,000 and are being amortized over 9 years under the straight-line method. Amortization expense for the three months and nine months ended May 31, 2020 and May 31, 2019 was $79,167 and $237,501, respectively, and is included in cost of revenues. Accumulated amortization as of May 31, 2020 and August 31, 2019 were $950,000 and $712,513, respectively.

 

In September 2018, we purchased certain intellectual property rights of Entelos Holding Company, a Delaware Corporation. The cost of $50,000 is being amortized over 10 years under the straight-line method. Amortization expense for the three months and nine months period ended May 31, 2020 and May 31, 2019 was $1,250 and $3,750, respectively. Accumulated amortization as of May 31, 2020 and August 31, 2019 was $8,750 and $5,000 respectively.

 

On April 1, 2020, as part of the acquisition of Lixoft the Company acquired certain developed technologies associated with the non-linear mixed effed models, population analysis, pharmacometrics and pre-clinical and clinical trial modeling and simulation algorithms. These technologies were valued at $8,030,000 and are being amortized over 16 years under the straight-line method. Amortization expense for the two months from acquisition to May 31, 2020 was $83,644, and is included in cost of revenues. Accumulated amortization as of May 31, 2020 was $83,644.

 

Total amortization expense for intellectual property agreements for the three months ended May 31, 2020 and 2019 was $315,936 and $232,292, respectively, and total amortization expense for the nine months ended May 31, 2020 and 2019 was $780,520 and $696,876 respectively. Accumulated amortization as of May 31, 2020 was $4,729,270 and $3,948,750 as of August 31, 2019.

 

 

 

 

  

Intangible assets

The following table summarizes intangible assets as of May 31, 2020:

 

		Amortization Period		Acquisition Value				Accumulated Amortization				Net book value
Customer relationships-Cognigen		Straight line 8 years		$	1,100,000			$	790,625			$	309,375
Trade Name-Cognigen		None			500,000				0				500,000
Covenants not to compete-Cognigen		Straight line 5 years			50,000				50,000				0
Covenants not to compete-DILIsym		Straight line 4 years			80,000				60,000				20,000
Trade Name-DILIsym		None			860,000				0				860,000
Customer relationships-DILIsym		Straight line 10 years			1,900,000				570,000				1,330,000
Customer relationships-Lixoft		Straight line 14 years			2,550,000				30,356				2,519,644
Trade Name-Lixoft		None			1,550,000				0				1,550,000
Covenants not to compete-Lixoft		Straight line 4 years			60,000				2,500				57,500
				$	8,650,000			$	1,503,481			$	7,146,519

 

Amortization expense for each of the three-month and nine-month periods ended May 31, 2020 and May 31, 2019 was $119,731 and $293,481 as compared to $89,375 and $268,125, respectively. According to policy, in addition to normal amortization, these assets are tested for impairment as needed.

  

Earnings per Share

We report earnings per share in accordance with FASB ASC 260-10. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share computation is similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The components of basic and diluted earnings per share for the three and nine months ended May 31, 2020 and 2019 were as follows:

 

		Three months ended								Nine months ended
		5/31/2020				5/31/2019				5/31/2020				5/31/2019
Numerator:
Net income attributable to common shareholders		$	2,935,569			$	2,888,706			$	7,143,925			$	6,524,102
Denominator:
Weighted-average number of common shares outstanding during the period			17,735,354				17,519,849				17,661,189				17,472,922
Dilutive effect of stock options			691,518				576,346				672,407				535,414
Common stock and common stock equivalents used for diluted earnings per share			18,426,872				18,096,195				18,333,596				18,008,336

 

Stock-Based Compensation

Compensation costs related to stock options are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation”, using the modified prospective method. Under this method, compensation cost is calculated based on the grant-date fair value estimated in accordance with FASB ASC 718-10, amortized on a straight-line basis over the options’ vesting period. Stock-based compensation was $287,115 and $224,654 for the three months ended May 31, 2020 and 2019, respectively and $926,747 and $633,398 for the nine months ended May 31, 2020 and 2019, respectively. This expense is included in the condensed consolidated statements of operations as Selling, General, and Administration (SG&A), and Research and Development expense.

  

Impairment of Long-lived Assets

The Company accounts 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. No impairment losses were recorded during the nine months ended May 31, 2020 and 2019.

  

 

 

 

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board's new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard was adopted concurrently with the adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017.

  

NOTE 3. REVENUE RECOGNITION

 

The Company adopted Topic 606 effective September 1, 2018 using the modified retrospective method applying this guidance to all open contracts at the date of initial application, which resulted in an adjustment to retained earnings for the cumulative effect of applying this guidance. The most significant impact of Topic 606 on revenue to the Company relates to the timing of revenue recognition for one of its payment contracts. Under 606 the revenues under the contract are being recognized as time is expended and costs are being expensed as incurred. Under ASC 605 revenues were recognized as invoiced and certain costs were capitalized as development.

 

We generate revenue primarily from the sale of software licenses and providing consulting services to the pharmaceutical industry for drug development.

 

The Company determines 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, the Company satisfies a performance obligation

 

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Contracts generally have fixed pricing terms and are not subject to variable pricing. The Company considers the nature and significance of each specific performance obligation under a contract when allocating the proceeds under each contract. Accounting for contracts includes significant judgement in the estimation of estimated hours/cost to be incurred on consulting contracts, and the di minimis nature of the post sales costs associated with software sales.

 

Components of revenue

 

The following is a description of principal activities from which the Company generates revenue. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. Stand-alone selling prices are determined based on the prices at which the Company separately sells its services or goods.

 

Revenue Components		Typical payment terms
Software Revenues: Software revenues are generated primarily from sales of software licenses at the time the software is unlocked and the term commences. The license period typically is one year or less. Along with the license a di minimis amount of customer support is provided to assist the customer with the software. Should the customer need more than a di minimis amount of support they can choose to enter into a separate contract for additional training. Most software is installed on our customers' servers and the Company has no control of the software once the sale is made.   For certain software arrangements the Company hosts the licenses on servers maintained by the Company, revenue for those arrangements are accounted as Software as a Service over the life of the contract. These arrangements are a small portion of software revenues of the Company.		Payments are generally due upon invoicing on a net 30 basis unless other payment terms are negotiated with the customer based on customer history. Typical industry standards apply.

 

 

 

 

Consulting Contracts: Consulting services provided to our customers are generally recognized over time as the contracts are performed and the services are rendered. The company measures its consulting revenue based on time expended compared to total estimated hours to complete a project. The Company believes the methods chosen for its contract revenue best depicts the transfer of benefits to the customer under the contracts.		Payment terms vary, depending on the size of the contract, credit history and history with the client and deliverables within the contract.
Consortium Member Based Services: The performance obligation is recognized on a time elapsed basis, by month, for which the services are provided, as the Company transfers control evenly over the contractual period.		Payment is due at the beginning of the period, generally on a net 30 or 60 basis.

 

Remaining performance obligations that do not fall under the expedients require the Company to perform various consulting and software development services and consortium memberships of approximately $2,700,000. It is anticipated these revenues will be recognized within the next two and ½ years.

 

Contract liabilities

 

During the three months and nine months period ended May 31, 2020 the Company recognized $109,000 and $882,000 of revenue that was included in contract liabilities as of August 31, 2019.

 

Disaggregation of Revenues

 

Disaggregation of Revenues:		Three Months Ended May 31, 2020				Nine Months Ended May 31, 2020
Software licenses
Point in time		$	6,622,671			$	16,116,466
Over time			230,047				734,339
Consulting services
Over time			5,445,318				15,198,198
Total Revenue		$	12,298,036			$	32,049,003

  

NOTE 4: Property and Equipment

 

Property and equipment as of May 31, 2020 consisted of the following:

 

Equipment		$	775,767
Computer equipment			510,935
Furniture and fixtures			160,990
Leasehold improvements			114,004
Sub total			1,561,696
Less: Accumulated depreciation and amortization			(1,204,912	)
Net Book Value		$	356,784

 

 

 

   

NOTE 5: CONTRACTS PAYABLE

 

DILIsym Acquisition Liabilities:

On June 1, 2017, the Company acquired DILIsym Services, Inc. The agreement provided for a working capital adjustment, an eighteen-month $1,000,000 holdback provision against certain representations and warrantees, and an Earn-out agreement of up to an additional $5,000,000 in Earn-out payments based on earnings over the next three years. The Earn-out liability has been recorded at an estimated fair value. Payments under the Earn-out liability started in FY 2019. In September 2018, $1,556,644 was paid out under the first earn-out payment, a second earn-out payment was made in August 2019 in the amount of $1,682,329. It is estimated that a final payment of approximately $1,761,028 will be paid in August 2020.

 

Lixoft Acquisition Liabilities:

On April 1, 2020, the Company acquired Lixoft. The agreement provided for a twenty-four month $2,000,000 holdback provision against certain representations and warrantees, comprised of $1,333,333 of cash and the release from an escrow shares of stock valued at $666,337 issued at the date of the Agreement. In addition, based on a revenue growth formula for the two years subsequent to April 1, 2020, the agreement calls for earn-out payments up to $5,500,000 (two thirds cash and one-third newly issued, unregistered shares of the Company’s common stock). The former shareholders can earn up to $2,000,000 the first year and $3,500,000 in year two.

 

As of May 31, 2020 and August 31, 2019 the following liabilities have been recorded:

 

		May 31, 2020				August 31, 2019
Holdback Liability - Lixoft		$	1,333,333			$	–
Earn-out Liability - Lixoft			4,609,000				–
Earn-out Liability - Dilisym			1,761,028				1,761,028
Sub Total		$	7,703,361			$	1,761,028
Less: Current Portion			3,761,028				1,761,028
Long-Term		$	3,942,333			$	–

  

NOTE 6: COMMITMENTS AND CONTINGENCIES

 

Leases

We lease approximately 13,500 square feet of space in Lancaster, California. The original lease had a five-year term with two, three-year options to extend. The initial five-year term expired in February 2011, and we extended the lease to February 2, 2014. In June 2013, the lease was amended to extend the term to February 2, 2017. The amended lease also provides for an annual base rent increase of 3% per year and two, two-year options to extend. In May 2016 the Company exercised the two, two-year options extending the term of the lease through February 2, 2021 at a fixed rate of $25,000 per month. The new extension agreement allowed the Company with 90 days’ notice to opt out of the remaining lease in the last two years of the term upon payment of a recapture payment equal to the 3% base payment increase that would have been due under the original agreement.

 

Our Buffalo subsidiary leases approximately 12,623 square feet of space in Buffalo, New York. The initial five-year term expired in October 2018; and was renewed for a three-year option to extending it to October 2021. The new base rent is $16,147 per month.

 

DILIsym leases approximately 2,700 square feet of space in Research Triangle Park, North Carolina. The initial three-year term was due to expire October 2020. An amendment to the initial lease became effective April 1, 2020. This amendment added 686 square feet and extended the term of the lease to September 30, 2023. The new base rent is $7,500 per month with an annual 3% adjustment.

 

In Paris, France Lixoft leases approximately 2,300 square feet of office space, which as of April 1, 2020, had minimum payments equaling $229,843. The lease is for a 9-year term, with an option to terminate every 3 years, and expires in November of 2024. The rent is $16,555 per quarter and can be adjusted each December based on a consumer price index.

 

 

 

 

Rent expense, including common area maintenance fees for the three months ended May 31, 2020, and 2019 was $168,381 and $147,581, respectively, and $463,074 and $436,357 for the nine months ended May 31, 2020 and 2019, respectively.

 

Future minimum lease payments under non-cancelable operating leases with remaining terms of one year or more at May 31, 2020 were as follows:

 

Years Ending May 31,
2021		$	560,554
2022			268,440
2023			174,719
2024			64,118
		$	1,067,831

 

Line of Credit

On March 31, 2020, Simulations Plus, Inc. entered into a Credit Agreement with Wells Fargo Bank, N.A. The Credit Agreement, has provided Simulations Plus, Inc. with a credit facility of $3,500,000 through April 15, 2022. As of May 31, 2020, there were no amounts drawn against the line of credit.

 

Employment Agreements

In the normal course of business, the Company has entered into employment agreements with certain of its key management personnel that may require compensation payments upon termination.

  

License Agreement

The Company had a royalty agreement with Dassault Systèmes Americas Corp. for access to their Metabolite Database for developing our Metabolite Module within ADMET Predictor™. The module was renamed the Metabolism Module when we released ADMET Predictor version 6 on April 19, 2012. Under this agreement, we paid a royalty of 25% of revenue derived from the sale of the Metabolism/Metabolite module. This agreement was recently renegotiated, and the Company does not bear any royalty obligations towards Dassault Systèmes Americas Corp. effective as of June 30, 2019. In addition, the license agreement will terminate on September 5, 2020. We incurred royalty expense (benefit) of ($137,496) and $55,924, respectively, for the three months ended May 31, 2020 and 2019, respectively and ($26,055) and $147,495 for the nine months ended May 31, 2020 and 2019, respectively.

 

Income Taxes

We follow guidance issued by the FASB with regard to our accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $-0- for fiscal year 2019. We file income tax returns with the IRS and various state jurisdictions, India and France for our Paris division. Our federal income tax returns for fiscal years 2016 through 2018 are open for audit, and our state tax returns for fiscal year 2015 through 2018 remain open for audit. In addition, certain elements of prior tax years, such as R&D credits, may remain open and may be subject to future 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.

  

Litigation

 

We are not a party to any legal proceedings and are not aware of any pending legal proceedings of any kind.

 

NOTE 7: SHAREHOLDERS’ EQUITY

 

Dividend

The Company’s Board of Directors declared cash dividends during fiscal years 2020 and 2019. The details of the dividends paid are in the following tables:

 

FY2020
Record Date		Distribution Date		Number of Shares Outstanding on Record Date				Dividend per Share				Total Amount
10/25/2019		11/01/2019			17,606,314			$	0.06			$	1,056,379
1/27/2020		2/03/2020			17,645,639			$	0.06				1,058,740
4/24/2020		5/01/2020			17,769,134			$	0.06				1,066,148
Total												$	3,181,267

 

 

 

 

FY2019
Record Date		Distribution Date		Number of Shares Outstanding on Record Date				Dividend per Share				Total Amount
11/1/2018		11/08/2018			17,417,875			$	0.06			$	1,045,073
1/25/2019		2/1/2019			17,481,450			$	0.06				1,048,887
4/09/2019		5/01/2019			17,515,228			$	0.06				1,050,914
7/25/2019		8/1/2019			17,536,454			$	0.06				1,052,181
Total												$	4,197,055

    

Stock Option Plan

 

On February 23, 2007, the Board of Directors adopted, and the shareholders approved the 2007 Stock Option Plan under which a total of 1,000,000 shares of common stock had been reserved for issuance. On February 25, 2014, the shareholders approved an additional 1,000,000 shares increasing the total number of shares that may be granted under the Option Plan to 2,000,000. This plan terminated in February 2017 by its term.

 

On December 23, 2016 the Board of Directors adopted, and on February 23, 2017 the shareholders approved, the 2017 Equity Incentive Plan under which a total of 1,000,000 shares of common stock has been reserved for issuance. This plan will terminate in December 2026.

  

As of May 31, 2020, employees and directors hold stock options to purchase 1,231,491 shares of common stock at exercise prices ranging from $6.75 to $38.81.

  

The following table summarizes information about stock options:

 

Transactions in FY20		Number of Options				Weighted- Average Exercise Price Per Share				Weighted- Average Remaining Contractual Life
Outstanding, August 31, 2019			1,163,259			$	12.63				7.13
Granted			180,000			$	33.83
Exercised			(78,807	)		$	8.46
Cancelled/Forfeited			(32,961	)		$	14.26
Expired			–			$	–
Outstanding, May 31, 2020			1,231,491			$	15.95				6.90
Exercisable, May 31, 2020			625,966			$	10.05				5.78

  

The weighted-average remaining contractual life of options outstanding issued under the Plan, both Qualified ISO and Non-Qualified SO, was 6.88 years at May 31, 2020. The total fair value of non-vested stock options as of May 31, 2020 was $17,328,000 and is amortizable over a weighted average period of 3.46 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. Because our stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

 

The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the current fiscal year 2020 and fiscal year 2019:

 

		YTD FY 2020				FY 2019
Estimated fair value of awards granted		$	1,996,200			$	1,928,820
Unvested Forfeiture Rate			0%				6.20%
Weighted average grant price		$	33.83			$	22.78
Weighted average market price		$	33.83			$	22.69
Weighted average volatility			32.27%				31.61%
Weighted average risk-free rate			1.62%				2.59%
Weighted average dividend yield			0.71%				1.10%
Weighted average expected life			6.68 years				6.64 years

 

The exercise prices for the options outstanding at May 31, 2020 ranged from $6.75 to $38.81, and the information relating to these options is as follows:

 

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
$	6.75			$	8.00				180,970				4.27 years			$	6.85				180,970				4.27 years			$	6.85
$	8.01			$	16.00				588,401				6.29 years			$	9.97				387,846				6.21 years			$	9.93
$	16.01			$	24.00				236,870				8.03 years			$	20.69				57,150				7.60 years			$	21.06
$	24.01			$	38.81				225,250				9.43 years			$	33.92				0				–			$	–
									1,231,491				6.90 years			$	15.95				625,966				5.78 years			$	10.05

 

 

 

 

During the three and nine-month periods ended May 31, 2020, the Company issued 1,905 and 6,175 shares of stock to non-management directors of the Company valued at $72,483 and $217,382, respectively as compensation for services rendered to the Company.

  

NOTE 8: CONCENTRATIONS AND UNCERTAINTIES

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, and trade accounts receivable. The Company holds cash and cash equivalents at banks located in California and North Carolina with balances that often exceed FDIC insured limits. Historically, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. However, considering the current banking environment, the Company is investigating alternative ways to minimize its exposure to such risks. While the Company may be exposed to credit losses due to the nonperformance of its counterparties, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows, or financial condition. The Company maintains cash at financial institutions that may, at times, exceed federally insured limits. At May 31, 2020 the Company had cash and cash equivalents exceeding insured limits by approximately $6,300,000.

 

Revenue concentration shows that international sales accounted for 32% and 36% of net sales for the nine months ended May 31, 2020 and 2019, respectively. Three customers accounted for 8%, 7% (a dealer account in Japan representing various customers), and 7% of net sales during the nine months ended May 31, 2020. Three customers accounted for 9%, 8% (a dealer account in Japan representing various customers), and 7% of net sales during the nine months ended May 31, 2019.

  

Accounts receivable concentration shows that seven customers comprised 10% (a dealer account in Japan representing various customers), 7%, 7%, 7%, 5%, 5% and 5% of accounts receivable at May 31, 2020, compared to five customers comprised 10% (a dealer account in Japan representing various customers), 9%, 8%, 5% and 5% of accounts receivable at May 31, 2019

 

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. Consolidation and downsizing in the pharmaceutical industry could have an impact on our revenues and earnings going forward.

  

NOTE 9: SEGMENT AND Geographic Reporting

 

We account for segments and geographic revenues in accordance with guidance issued by the FASB. Our reportable segments are strategic business units that offer different products and services.

 

Results for each segment and consolidated results are as follows for the three-month periods ended May 31, 2020 and 2019 (in thousands, because of rounding numbers may not foot):

 

		Three months ended May 31, 2020
		Lancaster				Buffalo				North Carolina				Paris				Eliminations				Total
Net revenues		$	6,728			$	3,039			$	1,909			$	622			$	–			$	12,298
Income (loss) from operations			2,518				610				414				315				–				3,857
Total assets			57,145				10,730				14,288				19,424				(40,007	)			61,579
Capital expenditures			7				12				13				–				–				32
Capitalized software costs			494				4				32				76				–				606
Depreciation and amortization			430				88				151				119				–				788

 

 

 

 

		Three months ended May 31, 2019
		Lancaster				Buffalo				North Carolina				Paris				Eliminations				Total
Net revenues		$	6,025			$	2,538			$	1,374			$	–			$	–			$	9,937
Income (loss) from operations			3,044				387				451				–				–				3,882
Total assets			40,130				10,147				12,927				–				(17,702	)			45,502
Capital expenditures			31				8				3				–				–				42
Capitalized software costs			351				27				44				–				–				422
Depreciation and amortization			440				92				146				–				–				678

 

		Nine months ended May 31, 2020
		Lancaster				Buffalo				North Carolina				Paris				Eliminations				Total
Net revenues		$	17,559			$	8,176			$	5,692			$	622			$	–			$	32,049
Income (loss) from operations			6,425				926				1,735				315				–				9,401
Total assets			57,145				10,730				14,288				19,424				(40,007	)			61,579
Capital expenditures			24				53				29				–				–				106
Capitalized software costs			1,523				40				93				76				–				1,732
Depreciation and amortization			1,301				263				451				119				–				2,134

 

		Nine months ended May 31, 2019
		Lancaster				Buffalo				North Carolina				Paris				Eliminations				Total
Net revenues		$	15,398			$	6,895			$	3,652			$	–			$	–			$	25,945
Income (loss) from operations			6,614				1,093				992				–				–				8,699
Total assets			40,130				10,147				12,927				–				(17,702	)			45,502
Capital expenditures			34				25				16				–				–				75
Capitalized software costs			1,135				93				134				–				–				1,362
Depreciation and amortization			1,366				272				432				–				–				2,070

 

In addition, the Company allocates revenues to geographic areas based on the locations of its customers. Geographical revenues for the three months and nine months ended May 31, 2020 and 2019 were as follows (in thousands, because of rounding numbers may not foot):

 

Three months ended May 31, 2020
		North & South America				Europe				Asia				Total
Lancaster		$	3,401			$	1,719			$	1,608			$	6,728
Buffalo			3,039				–				–				3,039
North Carolina			1,685				130				94				1,909
Paris			537				85				–				622
Total		$	8,662			$	1,934			$	1,702			$	12,298

 

Three months ended May 31, 2019
		North & South America				Europe				Asia				Total
Lancaster		$	2,872			$	1,497			$	1,656			$	6,025
Buffalo			2,538				–				–				2,538
North Carolina			906				363				105				1,374
Total		$	6,316			$	1,860			$	1,761			$	9,937

 

 

 

 

 

Nine months ended May 31, 2020
		North & South America				Europe				Asia				Total
Lancaster		$	8,555			$	4,476			$	4,528			$	17,559
Buffalo			8,176				–				–				8,176
North Carolina			4,890				581				221				5,692
Paris			537				85				–				622
Total		$	22,158			$	5,142			$	4,749			$	32,049

 

 

Nine months ended May 31, 2019
		North & South America				Europe				Asia				Total
Lancaster		$	7,059			$	4,207			$	4,132			$	15,398
Buffalo			6,895				–				–				6,895
North Carolina			2,622				550				480				3,652
Total		$	16,576			$	4,757			$	4,612			$	25,945

 

NOTE 10: EMPLOYEE BENEFIT PLAN

 

We maintain a 401(K) Plan for all eligible employees, and we make matching contributions equal to 100% of the employee’s elective deferral, not to exceed 4% of total employee compensation. We can also elect to make a profit-sharing contribution. Our contributions to this Plan amounted to $123,549 and $116,839 for the three months ended May 31, 2020 and 2019, respectively and $325,220 and $295,777 for the nine months ended May 31, 2020 and 2019 respectively.

 

NOTE 11: ACQUISITION/MERGER WITH LIXOFT

 

On March 31, 2020, the Company entered into a Stock Purchase and Contribution Agreement (the “Agreement”) with Lixoft, a French société par actions simplifiée (“Lixoft”). On April 1 2020, the Company consummated the acquisition of all outstanding equity interests of Lixoft pursuant to the terms of the Agreement, with Lixoft becoming a wholly owned subsidiary of the Company. We believe the combination of Simulations Plus and Lixoft provides substantial future potential based on the complementary strengths of each of the companies.

 

Under the terms of the Agreement, as described below, the Company will pay the former shareholders of Lixoft total consideration of up to $16,500,000, consisting of two-thirds cash and one-third newly issued, unregistered shares of the Company’s common stock. In addition, the Company will pay $3,456,029 of excess working capital based on the March 31, 2020 financial statements of Lixoft.

 

On April 1, 2020, the Company paid the former shareholders of Lixoft a total of $10,789,362, comprised of cash in the amount of $9,460,129 and the issuance of 111,682 shares of the Company’s common stock valued at $3,662,337 (under the terms of the Agreement a price of approximately $32.15 dollars per share was used based upon the volume-weighted average closing price of the Company’s shares of common stock for the 30-consecutive-trading-day period ending two trading days prior to April 1, 2020). The actual stock price at April 1, 2020 was $34.92, so the total value of the stock issued was approximately $3,900,000, of which 9,669 shares are held in an escrow for offset for representations and warrantees. Within three business days following the two-year anniversary of March 31, 2020 (the date of the Agreement) and subject to any offsets for representations and warrantees, the Company will pay the former shareholders of Lixoft a total of $2,000,000, comprised of $1,333,333 of cash and the release from an escrow shares of stock valued at $666,337 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 earn-out payments up to an additional $5,500,000, two-thirds cash and one-third newly issued, unregistered shares of the Company’s 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 $2,000,000 the first year and $3,500,000 in year two. The Earn-out 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:

 

Assets acquired, Including cash of $3,799,134 and accounts receivable of $629,481		$	4,994,160
Developed Technologies Acquired			8,030,000
Estimated value of Intangibles assets acquired (Customer Lists, trade name etc.)			4,160,000
Estimated Goodwill acquired			2,404,973
Liabilities Assumed			(862,208	)
Total Consideration		$	18,726,925

 

Goodwill has been 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 consolidated supplemental pro forma information assumes that the acquisition of Lixoft took place on September 1, 2018 for the income statement for the three-month and nine-month periods ended May 31, 2020. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Lixoft to reflect the same expenses in the three-month period ended May 31, 2019. 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, 2018, together with consequential tax effects.

 

		For the three-month period ended								For the nine-month period ended
		May 31, (in 1000’s) (Unaudited)								May 31, (in 1000’s) (Unaudited)
		(Pro forma)*				(Pro forma)				(Pro forma)*				(Pro forma)
		2020				2019				2020				2019
Net Sales		$	12,422			$	10,520			$	34,430			$	28,389
Net Income		$	3,565			$	2,860			$	8,442			$	7,076

 

*Balances include two months actual results for Lixoft.

 

NOTE 12 - SUBSEQUENT EVENTS:

 

Dividend Declared

 

On July 7, 2020, our Board of Directors declared a quarterly cash dividend of $0.06 per share to our shareholders. The dividend will be distributed on Monday August 3, 2020, for shareholders of record as of Monday July 27, 2020.

 

 

 

   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As of May 31, 2020 and August 31, 2019, we had cash and cash equivalents of $7.35 million and $11.44 million, respectively. We do not hold any investments that are exposed to market risk due to changes in interest rates, which could adversely affect the value of our assets and liabilities. In addition, we do not hold any instruments for trading purposes and investment. Some of our cash and cash equivalents are held in money market accounts; however, they are not exposed to market rate risk.

   

In the three and nine months ended May 31, 2020 and 2019, we sold $1,453,000 and $1,402,000 and $3,800,000 and $3,273,000, respectively, of software through representatives in certain Asian markets in local currencies. As a result, our financial position, results of operations, and cash flows can be affected by fluctuations in foreign currency exchange rates, particularly fluctuations in the yen and RMB exchange rates. These transactions give rise to receivables that are denominated in currencies other than the entity’s functional currency. The value of these receivables are subject to changes because the receivables may become worth more or less due to changes in currency exchange rates. The majority of our software license agreements are denominated in U.S. dollars. We record foreign gains and losses as they are realized. We mitigate our risk from foreign currency fluctuations by adjusting prices in our foreign markets on a periodic basis. We base these changes on market conditions while working closely with our representatives. We do not hedge currencies or enter into derivative contracts.

 

 

 

 

 

 

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

Item 6.

Exhibits

 

EXHIBIT NUMBER		DESCRIPTION
31.1		Section 302 – Certification of the Principal Executive Officer*
31.2		Section 302 – Certification of the Principal Financial Officer*
32		Section 906 – Certification of the Chief Executive Office and Chief Financial Officer**
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 ________________________

*	Filed herewith
**	Furnished herewith

 

 

 

 

 

 

 

SIGNATURE

 

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, State of California, on July 24, 2020.

 

		Simulations Plus, Inc.
Date:	July 24, 2020	By: /s/ John R Kneisel
		John R. Kneisel
		Chief Financial Officer