Research Solutions, Inc. - FORM 10-Q

Attached files

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EX-32.2 - EXHIBIT 32.2 - Research Solutions, Inc.	tm214610d1_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Research Solutions, Inc.	tm214610d1_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Research Solutions, Inc.	tm214610d1_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Research Solutions, Inc.	tm214610d1_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2020

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 000-53501

RESEARCH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	11-3797644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10624 S. Eastern Ave., Ste. A-614, Henderson, NV	89052
(Address of principal executive offices)	(Zip Code)

(310) 477-0354

(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, $0.001 par value	RSSS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has 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 filing requirements for the past 90 days. Yes þ 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 þ 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.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer þ	Smaller reporting company þ
	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. o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Title of Class		Number of Shares Outstanding on February 5, 2021
Common Stock, $0.001 par value		26,277,679

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		3
Item 1. Condensed Consolidated Financial Statements (unaudited)		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		25
Item 4. Controls and Procedures		25

PART II — OTHER INFORMATION		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 6. Exhibits		27

SIGNATURES		28

PART 1 — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	December 31,
	2020			June 30,
	(unaudited)			2020
Assets
Current assets:
Cash and cash equivalents	$	10,163,504		$	9,311,556
Accounts receivable, net of allowance of $47,830 and $88,485, respectively		4,227,603			4,449,260
Prepaid expenses and other current assets		297,280			241,747
Prepaid royalties		673,864			720,367
Total current assets		15,362,251			14,722,930

Other assets:
Property and equipment, net of accumulated depreciation of $819,263 and $804,999, respectively		11,677			11,276
Deposits and other assets		6,280			6,155
Right of use asset, net of accumulated amortization of $452,577 and $390,691, respectively		10,445			72,331
Total assets	$	15,390,653		$	14,812,692

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	5,799,152		$	6,349,845
Deferred revenue		4,385,507			3,524,507
Lease liability, current portion		11,444			79,326
Total current liabilities		10,196,103			9,953,678

Commitments and contingencies

Stockholders’ equity:
Preferred stock; $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock; $0.001 par value; 100,000,000 shares authorized; 26,266,008 and 26,032,263 shares issued and outstanding, respectively		26,266			26,032
Additional paid-in capital		26,709,401			26,134,819
Accumulated deficit		(21,422,760	)		(21,176,799	)
Accumulated other comprehensive loss		(118,357	)		(125,038	)
Total stockholders’ equity		5,194,550			4,859,014
Total liabilities and stockholders’ equity	$	15,390,653		$	14,812,692

See notes to condensed consolidated financial statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2020			2019			2020			2019
Revenue:
Platforms	$	1,220,535		$	949,825		$	2,362,223		$	1,806,270
Transactions		6,229,200			6,580,613			12,835,937			13,319,281
Total revenue		7,449,735			7,530,438			15,198,160			15,125,551

Cost of revenue:
Platforms		217,003			162,508			420,955			312,978
Transactions		4,841,150			5,094,130			9,936,047			10,222,238
Total cost of revenue		5,058,153			5,256,638			10,357,002			10,535,216
Gross profit		2,391,582			2,273,800			4,841,158			4,590,335

Operating expenses:
Selling, general and administrative		2,649,548			2,976,107			5,078,486			5,411,787
Depreciation and amortization		3,039			6,840			6,762			14,398
Total operating expenses		2,652,587			2,982,947			5,085,248			5,426,185
Loss from operations		(261,005	)		(709,147	)		(244,090	)		(835,850	)

Other income		399			26,527			634			52,076

Loss from operations before provision for income taxes		(260,606	)		(682,620	)		(243,456	)		(783,774	)
Provision for income taxes		-			(806	)		(2,505	)		(7,300	)

Loss from continuing operations		(260,606	)		(683,426	)		(245,961	)		(791,074	)

Gain from sale of discontinued operations		-			91,254			-			117,445

Net loss		(260,606	)		(592,172	)		(245,961	)		(673,629	)

Other comprehensive income (loss):
Foreign currency translation		5,516			1,543			6,681			(2,025	)
Comprehensive loss	$	(255,090	)	$	(590,629	)	$	(239,280	)	$	(675,654	)

Loss per common share:
Loss per share from continuing operations, basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.03	)
Income per share from discontinued operations, basic and diluted	$	-		$	-		$	-		$	-
Net loss per share, basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.03	)
Weighted average common shares outstanding, basic and diluted		25,988,117			24,185,966			25,943,509			24,140,616

See notes to condensed consolidated financial statements

Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
For the Six Months Ended December 31, 2020
(Unaudited)

	Common Stock						Additional Paid-in			Accumulated			Other Comprehensive			Total Stockholders'
	Shares			Amount			Capital			Deficit			Loss			Equity
Balance, July 1, 2020		26,032,263		$	26,032		$	26,134,819		$	(21,176,799	)	$	(125,038	)	$	4,859,014

Fair value of vested stock options		-			-			77,627			-			-			77,627

Fair value of vested restricted common stock		120,000			120			93,044			-			-			93,164

Repurchase of common stock		(25,500	)		(25	)		(58,370	)		-			-			(58,395	)

Common stock issued upon exercise of stock options		63,950			64			14,036			-			-			14,100

Net income for the period		-			-			-			14,645			-			14,645

Foreign currency translation		-			-			-			-			1,165			1,165

Balance, September 30, 2020		26,190,713			26,191			26,261,156			(21,162,154	)		(123,873	)		5,001,320

Fair value of vested stock options		-			-			342,158			-			-			342,158

Fair value of vested restricted common stock		23,474			23			93,767			-			-			93,790

Repurchase of common stock		(31,167	)		(31	)		(68,848	)		-			-			(68,879	)

Common stock issued upon exercise of stock options		17,988			18			(18	)		-			-			-

Common stock issued upon exercise of warrants		65,000			65			81,186									81,251

Net loss for the period		-			-			-			(260,606	)		-			(260,606	)

Foreign currency translation		-			-			-			-			5,516			5,516

Balance, December 31, 2020		26,266,008		$	26,266		$	26,709,401		$	(21,422,760	)	$	(118,357	)	$	5,194,550

See notes to condensed consolidated financial statements

Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
For the Six Months Ended December 31, 2019
(Unaudited)

	Common Stock						Additional Paid-in			Accumulated			Other Comprehensive			Total Stockholders'
	Shares			Amount			Capital			Deficit			Loss			Equity
Balance, July 1, 2019		24,375,948		$	24,376		$	23,631,481		$	(20,514,557	)	$	(109,585	)	$	3,031,715

Fair value of vested stock options		-			-			58,198			-			-			58,198

Fair value of vested restricted common stock		70,000			70			84,404			-			-			84,474

Repurchase of common stock		(28,750	)		(28	)		(71,847	)		-			-			(71,875	)

Common stock issued upon exercise of stock options		24,307			24			(24	)		-			-			-

Net loss for the period		-			-			-			(81,457	)		-			(81,457	)

Foreign currency translation		-			-			-			-			(3,568	)		(3,568	)

Balance, September 30, 2019		24,441,505			24,442			23,702,212			(20,596,014	)		(113,153	)		3,017,487

Fair value of vested stock options		-			-			437,992			-			-			437,992

Fair value of vested restricted common stock		13,978			14			85,626			-			-			85,640

Repurchase of common stock		(42,500	)		(42	)		(127,457	)		-			-			(127,499	)

Common stock issued upon exercise of stock options		62,573			62			(62	)		-			-			-

Net loss for the period		-			-			-			(592,172	)		-			(592,172	)

Foreign currency translation		-			-			-			-			1,543			1,543

Balance, December 31, 2019		24,475,556		$	24,476		$	24,098,311		$	(21,188,186	)	$	(111,610	)	$	2,822,991

See notes to condensed consolidated financial statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	December 31,
	2020			2019
Cash flow from operating activities:
Net loss	$	(245,961	)	$	(673,629	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Gain from sale of discontinued operations		-			(117,445	)
Depreciation and amortization		6,762			14,398
Amortization of lease right		61,886			59,332
Fair value of vested stock options		419,785			496,190
Fair value of vested restricted common stock		186,954			170,114
Changes in operating assets and liabilities:
Accounts receivable		221,657			342,389
Prepaid expenses and other current assets		(55,533	)		125,262
Prepaid royalties		46,503			(301,110	)
Deposits and other assets		-			8,094
Accounts payable and accrued expenses		(550,693	)		993,845
Deferred revenue		861,000			563,209
Lease liability		(67,882	)		(62,998	)
Net cash provided by operating activities		884,478			1,617,651

Cash flow from investing activities:
Purchase of property and equipment		(6,134	)		-
Net cash used in investing activities		(6,134	)		-

Cash flow from financing activities:
Proceeds from the exercise of stock options		14,100			-
Proceeds from the exercise of warrants		81,251			-
Common stock repurchase and retirement		(127,274	)		(199,374	)
Net cash used in financing activities		(31,923	)		(199,374	)

Effect of exchange rate changes		5,527			(2,239	)
Net increase in cash and cash equivalents		851,948			1,416,038
Cash and cash equivalents, beginning of period		9,311,556			5,353,090
Cash and cash equivalents, end of period	$	10,163,504		$	6,769,128

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	2,505		$	7,300

See notes to condensed consolidated financial statements

RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended December 31, 2020 and 2019 (Unaudited)

Note 1. Organization, Nature of Business and Basis of Presentation

Organization

Research Solutions, Inc. (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with two wholly owned subsidiaries: Reprints Desk, Inc., a Delaware corporation and Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico.

Nature of Business

We provide two service offerings to our customers: annual licenses that allow customers to access and utilize certain premium features of our cloud based software-as-a-service (“SaaS”) research intelligence platform (“Platforms”) and the transactional sale of published scientific, technical, and medical (“STM”) content managed, sourced and delivered through the Platform (“Transactions”). Platforms and Transactions are packaged as a single solution that enable life science and other research intensive organizations to speed up research and development activities with faster, single sourced access and management of content and data used throughout the intellectual property development lifecycle.

Platforms

Our cloud-based SaaS research intelligence platform consists of proprietary software and Internet-based interfaces sold to customers for an annual subscription fee. Legacy functionality allows customers to initiate orders, route orders for the lowest cost acquisition, manage transactions, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems. Customers can also enhance the information resources they already own or license and collaborate around bibliographic information.

Additional functionality has recently been added to our Platform in the form of interactive app-like gadgets. An alternative to manual data filtering, identification and extraction, gadgets are designed to gather, augment, and extract data across a variety of formats, including bibliographic citations, tables of contents, RSS feeds, PDF files, XML feeds, and web content. We are rapidly developing new gadgets in order to build an ecosystem of gadgets. Together, these gadgets will provide researchers with an “all in one” toolkit, delivering efficiencies in core research workflows and knowledge creation processes.

Our Platform is deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platform through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems. The Platform can also be configured to satisfy a customer’s individual preferences. We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Transactions

Our Platform provides our customers with a single source to the universe of published STM content that includes over 70 million existing STM articles and over one million newly published STM articles each year. STM content is sold to our customers on a transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users.

Our Platform allows customers to find and download digital versions of STM articles that are critical to their research. Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour. This service is generally known in the industry as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

Principles of Consolidation

The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

Cash denominated in Euros with a US Dollar equivalent of $93,925 and $134,175 at December 31, 2020 and June 30, 2020, respectively, was held by Reprints Desk in accounts at financial institutions located in Europe.

The Company has no customers that represent 10% of revenue or more for the three and six months ended December 31, 2020 and 2019.

The following table summarizes accounts receivable concentrations:

	As of
	December 31,			June 30,
	2020			2020
Customer A		11	%		*

* Less than 10%

The following table summarizes vendor concentrations:

	Three Months Ended December 31,						Six Months Ended December 31,
	2020			2019			2020			2019
Vendor A		18	%		22	%		18	%		21	%
Vendor B		13	%		12	%		13	%		12	%
Vendor C		*			11	%		*			*

* Less than 10%

Revenue Recognition

The Company accounts for revenue in accordance ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASC 606"). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. The Company adopted the guidance of ASC 606 on July 1, 2018.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

Platforms

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Transactions

We charge a transactional service fee for the electronic delivery of single articles, and a corresponding copyright fee for the permitted use of the content. We recognize revenue from single article delivery services upon delivery to the customer provided all other revenue recognition criteria have been met.

Deferred Revenue

Contract liabilities, such as deferred revenue, exist where the Company has the obligation to transfer services to a customer for which the entity has received consideration, or when the consideration is due, from the customer.

Cash payments received or due in advance of performance are recorded as deferred revenue. Deferred revenue is primarily comprised of cloud-based software subscriptions which are generally billed in advance. The deferred revenue balance is presented as a current liability on the Company's consolidated balance sheets.

Cost of Revenue

Platforms

Cost of Platform revenue consists primarily of personnel costs of our operations team, and to a lesser extent managed hosting providers and other third-party service and data providers.

Transactions

Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers.

Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company accounts for such grants issued and vesting based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

Foreign Currency

The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to gain of $17,469 and $5,456 for the three months ended December 31, 2020 and 2019, respectively and a gain of $41,718 and a loss of $6,667 for the six months ended December 31, 2020 and 2019, respectively. Cash denominated in Euros with a US Dollar equivalent of $93,925 and $134,175 at December 31, 2020 and June 30, 2020, respectively, was held in accounts at financial institutions located in Europe.

The following table summarizes the exchange rates used:

	Six Months Ended December 31,				Year Ended June 30,
	2020		2019		2020		2019
Period end Euro : US Dollar exchange rate		1.23		1.12		1.12		1.14
Average period Euro : US Dollar exchange rate		1.17		1.11		1.14		1.14

Period end Mexican Peso : US Dollar exchange rate		0.05		0.05		0.04		0.05
Average period Mexican Peso : US Dollar exchange rate		0.05		0.05		0.05		0.05

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. At December 31, 2020 potentially dilutive securities include options to acquire 3,564,018 shares of common stock, warrants to acquire 320,000 shares of common stock and unvested restricted common stock of 250,553. At December 31, 2019 potentially dilutive securities include options to acquire 3,416,580 shares of common stock, warrants to acquire 1,885,000 shares of common stock and unvested restricted common stock of 254,283. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

Basic and diluted net loss per common share is the same for the three and six months ended December 31, 2020 and 2019 because all stock options, warrants, and unvested restricted common stock are anti-dilutive.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Note 3. Line of Credit

The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of December 31, 2020. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.5%. The interest rate on the line of credit was 5.5% as of December 31, 2020. The line of credit is secured by the Company’s consolidated assets.

There were no outstanding borrowings under the line as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020, there was approximately $1,722,000 of available credit.

Note 4. Lease Obligations

On December 30, 2016, the Company entered into a 48 month non-cancellable lease for its office facilities that will require monthly payments ranging from $10,350 to $11,475 through January 2021. In accounting for the lease, the Company adopted ASU 2016-02, Leases which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the lease as an operating lease and determined that the value of the lease assets and liability at the inception of the lease was $463,000 using a discount rate of 3.75%. During the six months ended December 31, 2020, the Company made payments of $67,882 towards the lease liability. As of December 31, 2020 and June 30, 2020, lease liability amounted to $11,444 and $79,326, respectively. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense, including real estate taxes, for the six months ended December 31, 2020 and 2019 was $25,986 and $83,324, respectively. The right of use asset at June 30, 2020 was $72,331. During the six months ended December 31, 2020, the Company reflected amortization of right of use asset of $61,886 related to this lease, resulting in a net asset balance of $10,445 as of December 31, 2020.

On October 8, 2019, the Company entered into an agreement to sublease its office facilities from November 1, 2019 through January 31, 2021, the end of the lease term, for $8,094 per month with one month of abated rent. The Company recorded rent income of $48,564 during the six months ended December 31, 2020. This amount is reflected as an offset to rent expense that is included in general and administrative expenses in the accompanying statements of operations.

Note 5. Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. On November 17, 2020, the Company’s stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 2,374,513 to 3,374,513. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of December 31, 2020, there were 1,059,664 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.

The majority of awards issued under the Plan vest immediately or over three years, with a one year cliff vesting period, and have a term of ten years. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

The following table summarizes vested and unvested stock option activity:

	All Options					Vested Options					Unvested Options
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at June 30, 2020		3,327,580		$	1.56		3,081,745		$	1.50		245,835		$	2.34
Granted		439,708			2.26		250,000			2.13		189,708			2.42
Options vesting		-			-		97,165			2.22		(97,165	)		2.22
Exercised		(182,853	)		1.38		(182,853	)		1.38		-			-
Forfeited/Cancelled		(20,417	)		1.92		-			-		(20,417	)		1.92
Outstanding at December 31, 2020		3,564,018		$	1.65		3,246,057		$	1.58		317,961		$	2.44

The weighted average remaining contractual life of all options outstanding as of December 31, 2020 was 5.92 years. The remaining contractual life for options vested and exercisable at December 31, 2020 was 5.72 years. Furthermore, the aggregate intrinsic value of options outstanding as of December 31, 2020 was $2,697,071, and the aggregate intrinsic value of options vested and exercisable at December 31, 2020 was $2,687,396, in each case based on the fair value of the Company’s common stock on December 31, 2020.

During the six months ended December 31, 2020, the Company granted 439,708 options to employees with a fair value of $522,954 which amount will be amortized over the vesting period. The total fair value of options that vested during the six months ended December 31, 2020 was $419,785 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of December 31, 2020, the amount of unvested compensation related to stock options was $392,185 which will be recorded as an expense in future periods as the options vest. During the six months ended December 31, 2020, the Company issued 81,938 net shares of common stock upon the exercise of options underlying 182,853 shares of common stock, resulting in net cash proceeds of $14,000.

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the six months ended December 31, 2020 and 2019.

	Six Months Ended December 31,
	2020			2019
Expected dividend yield		0	%		0	%
Risk-free interest rate		0.37% – 0.51	%		1.61% - 1.69	%
Expected life (in years)		5 - 6			5 - 6
Expected volatility		60 - 63%			64	%

Additional information regarding stock options outstanding and exercisable as of December 31, 2020 is as follows:

Option Exercise Price		Options Outstanding		Remaining Contractual Life (in years)		Options Exercisable
$	0.59		8,150		1.50		8,150
	0.60		5,000		1.50		5,000
	0.65		6,150		1.50		6,150
	0.70		225,000		4.93		225,000
	0.77		49,500		2.58		49,500
	0.80		16,000		4.64		16,000
	0.90		25,667		3.31		25,667
	0.97		6,000		1.50		6,000
	1.00		28,249		2.93		28,249
	1.02		2,000		1.50		2,000
	1.05		400,529		5.59		400,529
	1.07		33,898		1.79		33,898
	1.09		121,250		4.91		121,250
	1.10		105,000		4.50		105,000
	1.15		193,400		3.78		193,400
	1.20		349,000		6.62		349,000
	1.25		32,000		2.12		32,000
	1.30		243,000		1.18		243,000
	1.50		195,000		1.88		195,000
	1.59		25,000		7.36		22,915
	1.80		94,050		2.63		94,050
	1.85		17,800		2.29		17,800
	1.95		200,000		7.51		166,666
	2.13		266,708		9.88		250,000
	2.40		398,667		7.87		359,833
	2.45		173,000		9.59		-
	2.49		50,000		8.74		25,000
	2.50		20,000		8.38		11,667
	2.99		8,000		9.37		-
	3.13		258,000		8.87		253,333
	3.50		8,000		9.12		-
Total			3,564,018				3,246,057

Warrants

The following table summarizes warrant activity:

	Number of Warrants			Weighted Average Exercise Price
Outstanding, June 30, 2020		385,000		$	1.24
Granted		-			-
Exercised		(65,000	)		1.25
Expired/Cancelled		-			-
Outstanding, December 31, 2020		320,000		$	1.24
Exercisable, June 30, 2020		385,000		$	1.24
Exercisable, December 31, 2020		320,000		$	1.24

The intrinsic value for all warrants outstanding as of December 31, 2020 was $348,600, based on the fair value of the Company’s common stock on December 31, 2020.

During the six months ended December 31, 2020, certain holders of warrants to purchase shares of the Company’s common stock at a per share exercise price of $1.25 exercised those warrants to purchase 65,000 shares of common stock, generating gross proceeds to the Company of $81,251.

Additional information regarding warrants outstanding and exercisable as of December 31, 2020 is as follows:

Warrant Exercise Price		Warrants Outstanding		Remaining Contractual Life (in years)		Warrants Exercisable
$	1.19		50,000		0.97		50,000
	1.25		270,000		0.48		270,000
Total			320,000				320,000

Restricted Common Stock

Prior to July 1, 2020, the Company issued 2,277,366 shares of restricted common stock to employees valued at $2,709,318, of which 1,871,187 shares have vested, 214,324 shares with fair value of $188,203 have been forfeited, and $1,785,857 has been recognized as an expense. The balance of the non-vested shares of restricted common stock was 191,855 at June 30, 2020.

During the six months ended December 31, 2020, the Company issued an additional 143,474 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $344,000 based on the market price of our common stock price of $2.40 per share on the date of grant, which will be amortized over the three-year vesting period.

The total fair value of restricted common stock vesting during the three months ended December 31, 2020 was $186,954 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of December 31, 2020, the amount of unvested compensation related to issuances of restricted common stock was $551,343, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

The following table summarizes restricted common stock activity:

	Number of Shares			Fair Value			Weighted Average Grant Date Fair Value
Non-vested, June 30, 2020		191,855		$	394,297		$	2.51
Granted		143,474			344,000			2.40
Vested		(84,776	)		(186,954	)		2.29
Forfeited		-			-			-
Non-vested, December 31, 2020		250,553		$	551,343		$	2.52

Common Stock Repurchase and Retirement

Effective as of February 11, 2020, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2020 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $400,000 of outstanding common stock (at prices no greater than $4.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors.

During the six months ended December 31, 2020, the Company repurchased 56,667 shares of our common stock from employees at an average market price of approximately $2.25 per share for an aggregate amount of $127,274.

As of December 31, 2020, the 2020 plan has expired. The shares of common stock were surrendered by employees to cover tax withholding obligations with respect to the vesting of restricted stock. Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.

Note 6. Contingencies

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Note 7. Subsequent Events

On January 14, 2021, the Company issued 11,671 net shares of common stock upon the cashless exercise of stock options underlying 26,667 shares of common stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three and six months ended December 31, 2020 and 2019 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements.

Overview

Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with two wholly owned subsidiaries at June 30, 2020: Reprints Desk, Inc., a Delaware corporation and Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico.

Platforms

Transactions

COVID-19

We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the responses that we, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASC 606"). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. We adopted the guidance of ASC 606 on July 1, 2018. The implementation of ASC 606 had no impact on the condensed consolidated financial statements and no cumulative effect adjustment was recognized.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

• identify the contract with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to performance obligations in the contract; and

• recognize revenue as the performance obligation is satisfied.

Platforms

Transactions

Stock-Based Compensation

The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Recent Accounting Pronouncements

Please refer to footnote 2 to the condensed consolidated financial statements contained elsewhere in this Form 10-Q for a discussion of Recent Accounting Pronouncements.

Quarterly Information (Unaudited)

The following table sets forth unaudited and quarterly financial data for the most recent eight quarters:

	Dec. 31,			Sept. 30,			June 30,			Mar. 31,		Dec. 31,			Sept. 30,			June 30,			Mar. 31,
	2020			2020			2020			2020		2019			2019			2019			2019
Revenue:
Platforms	$	1,220,535		$	1,141,688		$	1,066,630		$	1,017,789	$	949,825		$	856,445		$	803,917		$	748,726
Transactions		6,229,200			6,606,737			6,819,150			7,029,617		6,580,613			6,738,668			6,670,685			6,629,231
Total revenue		7,449,735			7,748,425			7,885,780			8,047,406		7,530,438			7,595,113			7,474,602			7,377,957

Cost of revenue:
Platforms		217,003			203,952			153,241			177,919		162,508			150,470			142,368			134,672
Transactions		4,841,150			5,094,897			5,224,006			5,330,473		5,094,130			5,128,108			5,104,629			5,063,624
Total cost of revenue		5,058,153			5,298,849			5,377,247			5,508,392		5,256,638			5,278,578			5,246,997			5,198,296

Gross profit:
Platforms		1,003,532			937,736			913,389			839,870		787,317			705,975			661,549			614,054
Transactions		1,388,050			1,511,840			1,595,144			1,699,144		1,486,483			1,610,560			1,566,056			1,565,607
Total gross profit		2,391,582			2,449,576			2,508,533			2,539,014		2,273,800			2,316,535			2,227,605			2,179,661

Operating expenses:
Sales and marketing		487,571			498,374			692,096			626,956		638,837			550,349			659,108			542,641
Technology and product dev.		624,747			622,961			537,830			536,238		548,719			499,191			549,198			537,685
General and administrative		1,118,750			1,161,061			1,132,483			1,230,580		1,270,375			1,231,345			1,060,269			1,129,461
Depreciation and amortization		3,039			3,723			3,746			5,510		6,840			7,558			8,351			9,617
Stock-based comp. expense		435,949			170,791			143,054			142,237		523,632			142,672			126,903			131,072
Foreign currency transaction loss (gain)		(17,469	)		(24,249	)		4,214			8,648		(5,456	)		12,123			7,193			2,302
Total operating expenses		2,652,587			2,432,661			2,513,423			2,550,169		2,982,947			2,443,238			2,411,022			2,352,778
Other income (expenses and income taxes)		399			(2,270	)		4,331			23,101		25,721			19,055			27,289			22,393
Income (loss) from continuing operations		(260,606	)		14,645			(559	)		11,946		(683,426	)		(107,648	)		(156,128	)		(150,724	)
Gain on sale of discontinued operations		-			-			-			-		91,254			26,191			84,275			33,044
Net income (loss)		(260,606	)		14,645			(559	)		11,946		(592,172	)		(81,457	)		(71,853	)		(117,680	)

Basic income (loss) per common share:
Income (loss) per share from continuing operations	$	(0.01	)	$	-		$	-		$	-	$	(0.03	)	$	-		$	-		$	-
Income per share from discontinued operations	$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-
Net income (loss) per share	$	(0.01	)	$	-		$	-		$	-	$	(0.03	)	$	-		$	-		$	-
Basic weighted average common shares outstanding		25,988,117			25,898,900			25,815,163			24,960,394		24,185,966			24,095,266			23,987,137			23,845,798

Diluted income (loss) per common share:
Income (loss) per share from continuing operations	$	(0.01	)	$	-		$	-		$	-	$	(0.03	)	$	-		$	-		$	-
Income per share from discontinued operations	$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-
Net income (loss) per share	$	(0.01	)	$	-		$	-		$	-	$	(0.03	)	$	-		$	-		$	-
Diluted weighted average common shares outstanding		25,988,117			26,511,180			25,815,163			25,717,403		24,185,966			24,095,266			23,987,137			23,845,798

Comparison of the Three and Six Months Ended December 31, 2020 and 2019

Results of Operations

	Three Months Ended December 31,
		2020			2019			$ Change		% Change
Revenue:
Platforms	$	1,220,535		$	949,825		$	270,710		28.5	%
Transactions		6,229,200			6,580,613			(351,413	)	(5.3	)%
Total revenue		7,449,735			7,530,438			(80,703	)	(1.1	)%

Cost of revenue:
Platforms		217,003			162,508			54,495		33.5	%
Transactions		4,841,150			5,094,130			(252,980	)	(5.0	)%
Total cost of revenue		5,058,153			5,256,638			(198,485	)	(3.8	)%

Gross profit:
Platforms		1,003,532			787,317			216,215		27.5	%
Transactions		1,388,050			1,486,483			(98,433	)	(6.6	)%
Total gross profit		2,391,582			2,273,800			117,782		5.2	%

Operating expenses:
Sales and marketing		487,571			638,837			(151,266	)	(23.7	)%
Technology and product development		624,747			548,719			76,028		13.9	%
General and administrative		1,118,750			1,270,375			(151,625	)	(11.9	)%
Depreciation and amortization		3,039			6,840			(3,801	)	(55.6	)%
Stock-based compensation expense		435,949			523,632			(87,683	)	(16.7	)%
Foreign currency transaction loss (gain)		(17,469	)		(5,456	)		(12,013	)	220.2	%
Total operating expenses		2,652,587			2,982,947			(330,360	)	(11.1	)%
Loss from operations		(261,005	)		(709,147	)		448,142		63.2	%

Other income		399			26,527			(26,128	)	(98.5	)%

Loss from operations before provision for income taxes		(260,606	)		(682,620	)		442,014		61.8	%
Provision for income taxes		-			(806	)		806		100.0	%

Loss from continuing operations		(260,606	)		(683,426	)		422,820		61.9	%

Gain from sale of discontinued operations		-			91,254			(91,254	)	(100.0	)%

Net loss	$	(260,606	)	$	(592,172	)	$	331,566		56.0	%

	Six Months Ended December 31,
	2020			2019			$ Change			% Change
Revenue:
Platforms	$	2,362,223		$	1,806,270		$	555,953			30.8	%
Transactions		12,835,937			13,319,281			(483,344	)		(3.6	)%
Total revenue		15,198,160			15,125,551			72,609			0.5	%

Cost of revenue:
Platforms		420,955			312,978			107,977			34.5	%
Transactions		9,936,047			10,222,238			(286,191	)		(2.8	)%
Total cost of revenue		10,357,002			10,535,216			(178,214	)		(1.7	)%

Gross profit:
Platforms		1,941,268			1,493,292			447,976			30.0	%
Transactions		2,899,890			3,097,043			(197,153	)		(6.4	)%
Total gross profit		4,841,158			4,590,335			250,823			5.5	%

Operating expenses:
Sales and marketing		985,945			1,189,186			(203,241	)		(17.1	)%
Technology and product development		1,247,708			1,047,910			199,798			19.1	%
General and administrative		2,279,812			2,501,720			(221,908	)		(8.9	)%
Depreciation and amortization		6,762			14,398			(7,636	)		(53.0	)%
Stock-based compensation expense		606,739			666,304			(59,565	)		(8.9	)%
Foreign currency transaction loss (gain)		(41,718	)		6,667			(48,385	)		(725.7	)%
Total operating expenses		5,085,248			5,426,185			(340,937	)		(6.3	)%
Loss from operations		(244,090	)		(835,850	)		591,760			70.8	%

Other income		634			52,076			(51,442	)		(98.8	)%

Loss from operations before provision for income taxes		(243,456	)		(783,774	)		540,318			68.9	%
Provision for income taxes		(2,505	)		(7,300	)		4,795			65.7	%

Loss from continuing operations		(245,961	)		(791,074	)		545,113			68.9	%

Gain from sale of discontinued operations		-			117,445			(117,455	)		(100.0	)%

Net loss	$	(245,961	)	$	(673,629	)	$	427,668			63.5	%

Revenue

	Three Months Ended December 31,
	2020		2019		$ Change			% Change
Revenue:
Platforms	$	1,220,535	$	949,825	$	270,710			28.5	%
Transactions		6,229,200		6,580,613		(351,413	)		(5.3	)%
Total revenue	$	7,449,735	$	7,530,438	$	(80,703	)		(1.1	)%

Total revenue decreased $80,703, or 1.1%, for the three months ended December 31, 2020 compared to the prior year, due to the following:

Category	Impact			Key Drivers
Platforms	↑	$	270,710	Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	351,413	Decreased primarily due to lower order volume.

	Six Months Ended December 31,
	2020		2019		$ Change			% Change
Revenue:
Platforms	$	2,362,223	$	1,806,270	$	555,953			30.8	%
Transactions		12,835,937		13,319,281		(483,344	)		(3.6	)%
Total revenue	$	15,198,160	$	15,125,551	$	72,609			0.5	%

Total revenue increased $72,609, or 0.5%, for the six months ended December 31, 2020 compared to the prior year, due to the following:

Category	Impact			Key Drivers
Platforms	↑	$	555,953	Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	483,344	Decreased primarily due to lower order volume.

Cost of Revenue

	Three Months Ended December 31,
	2020		2019		$ Change			% Change
Cost of Revenue:
Platforms	$	217,003	$	162,508	$	54,495			33.5	%
Transactions		4,841,150		5,094,130		(252,980	)		(5.0	)%
Total cost of revenue	$	5,058,153	$	5,256,638	$	(198,485	)		(3.8	)%

	Three Months Ended December 31,
	2020			2019			% Change *
As a percentage of revenue:
Platforms		17.8	%		17.1	%		0.7	%
Transactions		77.7	%		77.4	%		0.3	%
Total		67.9	%		69.8	%		(1.9	)%

* The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 1.9%, from 69.8% for the previous year to 67.9%, for the three months ended December 31, 2020.

Category	Impact as percentage of revenue			Key Drivers
Platforms		↑	0.7%	Increased primarily due to proportionally higher personnel costs.
Transactions		↑	0.3%	Increased primarily due to proportionally higher copyright and personnel costs.

	Six Months Ended December 31,
	2020		2019		$ Change			% Change
Cost of Revenue:
Platforms	$	420,955	$	312,978	$	107,977			34.5	%
Transactions		9,936,047		10,222,238		(286,191	)		(2.8	)%
Total cost of revenue	$	10,357,002	$	10,535,216	$	(178,214	)		(1.7	)%

	Six Months Ended December 31,
	2020			2019			% Change *
As a percentage of revenue:
Platforms		17.8	%		17.3	%		0.5	%
Transactions		77.4	%		76.7	%		0.7	%
Total		68.1	%		69.7	%		(1.6	)%

* The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 1.6%, from 69.7% for the previous year to 68.1%, for the six months ended December 31, 2020.

Category	Impact as percentage of revenue			Key Drivers
Platforms		↑	0.5%	Increased primarily due to proportionally higher personnel costs.
Transactions		↑	0.7%	Increased primarily due to proportionally higher copyright and personnel costs.

Gross Profit

	Three Months Ended December 31,
	2020		2019		$ Change			% Change
Gross Profit:
Platforms	$	1,003,532	$	787,317	$	216,215			27.5	%
Transactions		1,388,050		1,486,483		(98,433	)		(6.6	)%
Total gross profit	$	2,391,582	$	2,273,800	$	117,782			5.2	%

	Three Months Ended December 31,
	2020			2019			% Change *
As a percentage of revenue:
Platforms		82.2	%		82.9	%		(0.7	)%
Transactions		22.3	%		22.6	%		(0.3	)%
Total		32.1	%		30.2	%		1.9	%

* The difference between current and prior period gross profit as a percentage of revenue

	Six Months Ended December 31,
	2020		2019		$ Change			% Change
Gross Profit:
Platforms	$	1,941,268	$	1,493,292	$	447,976			30.0	%
Transactions		2,899,890		3,097,043		(197,153	)		(6.4	)%
Total gross profit	$	4,841,158	$	4,590,335	$	250,823			5.5	%

	Six Months Ended December 31,
	2020			2019			% Change *
As a percentage of revenue:
Platforms		82.2	%		82.7	%		(0.5	)%
Transactions		22.6	%		23.3	%		(0.7	)%
Total		31.9	%		30.3	%		1.6	%

* The difference between current and prior period gross profit as a percentage of revenue

Operating Expenses

	Three Months Ended December 31,
	2020			2019			$ Change			% Change
Operating Expenses:
Sales and marketing	$	487,571		$	638,837		$	(151,266	)		(23.7	)%
Technology and product development		624,747			548,719			76,028			13.9	%
General and administrative		1,118,750			1,270,375			(151,625	)		(11.9	)%
Depreciation and amortization		3,039			6,840			(3,801	)		(55.6	)%
Stock-based compensation expense		435,949			523,632			(87,683	)		(16.7	)%
Foreign currency transaction loss (gain)		(17,469	)		(5,456	)		(12,013	)		220.2	%
Total operating expenses	$	2,652,587		$	2,982,947		$	(330,360	)		(11.1	)%

Category	Impact				Key Drivers
Sales and marketing		↓	$	151,266	Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development		↑	$	76,028	Increased due to greater personnel costs.
General and administrative		↓	$	151,625	Decreased primarily due to lower consulting, rent and travel expenses.

	Six Months Ended December 31,
	2020			2019		$ Change			% Change
Operating Expenses:
Sales and marketing	$	985,945		$	1,189,186	$	(203,241	)		(17.1	)%
Technology and product development		1,247,708			1,047,910		199,798			19.1	%
General and administrative		2,279,812			2,501,720		(221,908	)		(8.9	)%
Depreciation and amortization		6,762			14,398		(7,636	)		(53.0	)%
Stock-based compensation expense		606,739			666,304		(59,565	)		(8.9	)%
Foreign currency transaction loss (gain)		(41,718	)		6,667		(48,385	)		(725.7	)%
Total operating expenses	$	5,085,248		$	5,426,185	$	(340,937	)		(6.3	)%

Category	Impact				Key Drivers
Sales and marketing		↓	$	203,241	Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development		↑	$	199,798	Increased due to greater personnel costs.
General and administrative		↓	$	221,908	Decreased primarily due to lower consulting, rent and travel expenses.

Net Income (Loss)

	Three Months Ended December 31,
	2020			2019			$ Change			% Change
Net Income (Loss):
Loss from continuing operations	$	(260,606	)	$	(683,426	)	$	422,820			61.9	%
Income from discontinued operations		-			91,254			(91,254	)		(100.0	)%
Total net loss	$	(260,606	)	$	(592,172	)	$	331,566			56.0	%

Loss from continuing operations decreased $422,820 or 61.9%, for the three months ended December 31, 2020 compared to the prior year, primarily due to increased gross profit and decreased operating expenses as described above.

	Six Months Ended December 31,
	2020			2019			$ Change			% Change
Net Income (Loss):
Loss from continuing operations	$	(245,961	)	$	(791,074	)	$	545,113			68.9	%
Income from discontinued operations		-			117,445			(117,445	)		(100.0	)%
Total net loss	$	(245,961	)	$	(673,629	)	$	427,668			63.5	%

Loss from continuing operations decreased $545,113 or 68.9%, for the six months ended December 31, 2020 compared to the prior year, primarily due to increased gross profit and decreased operating expenses as described above.

Liquidity and Capital Resources

	Six Months Ended December 31,
Consolidated Statements of Cash Flow Data:	2020			2019
Net cash provided by operating activities	$	884,478		$	1,617,651
Net cash used in investing activities		(6,134	)		-
Net cash used in financing activities		(31,923	)		(199,374	)

Effect of exchange rate changes		5,527			(2,239	)
Net increase in cash and cash equivalents		851,948			1,416,038
Cash and cash equivalents, beginning of period		9,311,556			5,353,090
Cash and cash equivalents, end of period	$	10,163,504		$	6,769,128

Liquidity

As of December 31, 2020, we had cash and cash equivalents of $10,163,504, compared to $9,311,556 as of June 30, 2020, an increase of $851,948. This increase was primarily due to cash provided by operating activities.

Operating Activities

Net cash provided by operating activities was $884,478 for the six months ended December 31, 2020 and resulted primarily from an increase in deferred revenue of $861,000 and a decrease in accounts receivable of $221,657, partially offset by a decrease in accounts payable and accrued expenses of $550,693.

Net cash provided by operating activities was $1,617,651 for the six months ended December 31, 2019 and resulted primarily from an increase in accounts payable and accrued expenses of $993,845 and an increase in deferred revenue of $563,209, partially offset by an increase in prepaid royalties of $301,110.

Investing Activities

Net cash used in investing activities was $6,134 for the six months ended December 31, 2020 and resulted from the purchase of property and equipment.

No cash was used in or provided by investing activities for the six months ended December 31, 2019.

Financing Activities

Net cash used in financing activities was $31,923 for the six months ended December 31, 2020 and resulted from the repurchase of common stock of $127,274, partially offset by the proceeds from the exercise of warrants of $81,251.

Net cash used in financing activities was $199,374 for the six months ended December 31, 2019 and resulted from the repurchase of common stock.

We entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of December 31, 2020. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.5%. The interest rate on the line of credit was 5.5% as of December 31, 2020. The line of credit was secured by our consolidated assets.

There were no outstanding borrowings under the line as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020, there was approximately $1,722,000 of available credit.

Non-GAAP Measure – Adjusted EBITDA

In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation, income from discontinued operations and gain on sale of discontinued operations. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three and six months ended December 31, 2020 and 2019:

	Three Months Ended December 31,
	2020			2019			$ Change
Net loss	$	(260,606	)	$	(592,172	)	$	331,566
Add (deduct):
Other (income) expense		(399	)		(26,527	)		26,128
Foreign currency transaction loss (gain)		(17,469	)		(5,456	)		(12,013	)
Provision for income taxes		-			806			(806	)
Depreciation and amortization		3,039			6,840			(3,801	)
Stock-based compensation		435,949			523,632			(87,683	)
Gain on sale of discontinued operations		-			(91,254	)		91,254
Adjusted EBITDA	$	160,514		$	(184,131	)	$	344,645

	Six Months Ended December 31,
	2020			2019			$ Change
Net loss	$	(245,961	)	$	(673,629	)	$	427,668
Add (deduct):
Other (income) expense		(634	)		(52,076	)		51,442
Foreign currency transaction loss (gain)		(41,718	)		6,667			(48,385	)
Provision for income taxes		2,505			7,300			(4,795	)
Depreciation and amortization		6,762			14,398			(7,636	)
Stock-based compensation		606,739			666,304			(59,565	)
Gain on sale of discontinued operations		-			(117,445	)		117,445
Adjusted EBITDA	$	327,693		$	(148,481	)	$	476,174

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (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 an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors.

The COVID-19 pandemic may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows. However, the COVID-19 pandemic’s continued impact on the economy and our customers may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements for the fiscal quarter ended December 31, 2020, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended December 31, 2020, we repurchased 31,167 shares of our common stock from employees at an average market price of approximately $2.21 per share for an aggregate amount of $68,879.

The following table summarizes repurchases of our common stock on a monthly basis:

Period	Total Number of Shares Purchased ¹		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 2020		-		-		-	$	219,379
November 2020		-		-		-	$	219,379
December 2020		31,167	$	2.21		-	$	150,499
Total		31,167	$	2.21		-		-

¹ Consists of shares of common stock purchased from an employee to satisfy tax obligations in connection with the vesting of stock incentive awards.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer *
32.2	Section 1350 Certification of Chief Financial Officer *
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

	*	Furnished herewith
	++	Indicates management contract or compensatory plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RESEARCH SOLUTIONS, INC.

	By:	/s/ Peter Victor Derycz
		Peter Victor Derycz
Date: February 11, 2021		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Alan Louis Urban
		Alan Louis Urban
Date: February 11, 2021		Chief Financial Officer (Principal Financial and Accounting Officer)

Research Solutions, Inc. - FORM 10-Q - February 11, 2021

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Research Solutions, Inc. Reports