SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended | ||
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Simulations Plus, Inc.
FORM 10-Q
For the Quarterly Period Ended February 28, 2022
Table of Contents
| 2 |
Part I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | (Audited) | |||||||
| February 28, | August 31, | |||||||
| (in thousands, except share and per share amounts) | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid income taxes | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Short-term investments | ||||||||
| Total current assets | ||||||||
| Long-term assets | ||||||||
| Capitalized computer software development costs, net of accumulated amortization of $ | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intellectual property, net of accumulated amortization of $ | ||||||||
| Other intangible assets, net of accumulated amortization of $ | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued payroll and other expenses | ||||||||
| Contracts payable - current portion | ||||||||
| Operating lease liability - current portion | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Deferred income taxes, net | ||||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders' equity | ||||||||
| Preferred stock, $ par value shares authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value and additional paid-in capital — shares authorized, and shares issued and outstanding | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| 3 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the three and six months ended February 28, 2022 and 2021
(Unaudited)
| (in thousands, except per common share amounts) | Three Months Ended | Six Months Ended | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | ||||||||||||||||
| Software | $ | $ | $ | $ | ||||||||||||
| Services | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Software | ||||||||||||||||
| Services | ||||||||||||||||
| Total cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Earnings per share | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Other Comprehensive income, net of tax | ||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive Income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| 4 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the three and six months ended February 28, 2022 and 2021
(Unaudited)
| (in thousands, except per common share amounts) | Three Months Ended | Six Months Ended | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Common stock and additional paid in capital | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Exercise of stock options | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Shares issued to Directors for services | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Retained earnings | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Declaration of dividend | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||||
| Balance, beginning of period | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Total shareholders’ equity | $ | $ | $ | $ | ||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| 5 |
SIMULATIONS PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended February 28, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Change in value of contingent consideration | ||||||||
| Amortization of investment premiums | ||||||||
| Stock-based compensation | ||||||||
| Deferred income taxes | ||||||||
| Currency translation adjustments | ( | ) | ( | ) | ||||
| (Increase) decrease in | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid income taxes | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Increase (decrease) in | ||||||||
| Accounts payable | ||||||||
| Accrued payroll and other expenses | ( | ) | ||||||
| Deferred revenue | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows provided by (used in) investing activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of short-term investments | ( | ) | ( | ) | ||||
| Proceeds from sale of short-term investments | ||||||||
| Capitalized computer software development costs | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows used in financing activities | ||||||||
| Payment of dividends | ( | ) | ( | ) | ||||
| Proceeds from the exercise of stock options | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Right of use assets capitalized | $ | $ | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| 6 |
SIMULATIONS PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: GENERAL
This Quarterly Report on Form 10-Q for the quarter ended February 28, 2022 should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended August 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on October 27, 2021. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed, and therefore, do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of Simulations Plus, Inc., the interim data include 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”) was incorporated on July 17, 1996. In September 2014, Simulations Plus acquired all of the outstanding equity interests of Cognigen Corporation (“Cognigen”) and Cognigen became a wholly owned subsidiary of Simulations Plus, Inc. In June 2017, Simulations Plus acquired DILIsym Services, Inc. (“DILIsym”) as a wholly owned subsidiary. In April 2020, Simulations Plus, Inc. acquired Lixoft, a French société par actions simplifiée (“Lixoft”) as a wholly owned subsidiary pursuant to a stock purchase and contribution agreement (Simulations Plus together with its subsidiaries, collectively, the “Company,” “we,” “us,” “our”).
Effective September 1, 2021, the Company merged Cognigen and DILIsym with and into Simulations Plus, Inc. through short form mergers (the “Mergers”). To effectuate the Mergers, the Company filed Certificates of Ownership with the Secretaries of State of the states of Delaware (Cognigen’s and DILIsym’s state of incorporation) and California (Simulation Plus’ state of incorporation). Consummation of the Mergers was not subject to approval of the Company’s stockholders and did not impact the rights of the Company’s stockholders.
Lines of Business
We are a premier developer of drug discovery and development software for modeling and simulation, and for the prediction of molecular properties utilizing artificial intelligence (“AI”) and machine learning based technology. We also provide consulting services ranging from early drug discovery through preclinical and clinical trial data analysis and for submissions to regulatory agencies. Our software and consulting services are provided to major pharmaceutical, biotechnology, agrochemical, cosmetics, and food industry companies. They are also provided to academic agencies for use in the conduct of industry-based research and to regulatory agencies for product approval.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Simulations Plus and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Actual results could differ from those estimates. Significant accounting policies for us include revenue recognition, accounting for capitalized computer software development costs, valuation of stock options, and accounting for income taxes.
| 7 |
Reclassifications
Certain numbers in the prior year have been reclassified to conform to the current year's presentation.
Revenue Recognition
We generate revenue primarily from the sale of software licenses and by providing consulting services to the pharmaceutical industry for drug development.
In accordance with Accounting Standards Codification Topic 606 (ASC Topic 606), “Revenue from Contracts with Customers”, we determine revenue recognition through the following steps:
| i. | Identification of the contract, or contracts, with a customer |
| ii. | Identification of the performance obligations in the contract |
| iii. | Determination of the transaction price |
| iv. | Allocation of the transaction price to the performance obligations in the contract |
| v. | Recognition of revenue when, or as, we satisfy a performance obligation |
Remaining Performance Obligations
Transaction price allocated to remaining
performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled
amounts that will be recognized as revenue in future periods. As of February 28, 2022, remaining performance obligations were approximately
$
Disaggregation of Revenue
The components of disaggregation of revenue for the three and six months ended February 28, 2022 and 2021 were as follows:
| (in thousands) | Three Months Ended February 28, | Six Months Ended February 28, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Software licenses: | ||||||||||||||||
| Point in time | $ | $ | $ | $ | ||||||||||||
| Over time | ||||||||||||||||
| Consulting services: | ||||||||||||||||
| Over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Contract Balances
We receive payments from customers based upon contractual billing schedules, while we recognize revenue when, or as, we satisfy our performance obligations. This timing difference results in accounts receivable, contract assets and contract liabilities. We record accounts receivable when the right to consideration becomes unconditional. We record a contract asset if the right to consideration is conditioned on something other than the passage of time, such as our future performance. Contract assets are included in prepaid expenses and other current assets on our condensed consolidated balance sheets. We record a contract liability when we have an obligation to transfer goods or services to a customer for which we have received consideration from a customer. We refer to contract liabilities as deferred revenue on our condensed consolidated balance sheets.
| 8 |
Contract asset balances as of February 28, 2022
and August 31, 2021 were $
During the three and six months ended February
28, 2022, we recognized $
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. We apply the practical expedient as described in ASC 340-40-25-4 to expense costs as incurred for sales commissions, since the amortization period of the asset that we otherwise would have recognized is one year or less. This expense is included in the condensed consolidated statements of operations and comprehensive income as selling, general, and administrative expense.
Cash and Cash Equivalents
For purposes of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Accounts Receivable and Allowances for Credit Losses
The Company extends credit to its customers in the normal course of business. The Company evaluates its allowance for credit losses based on its estimate of the collectability of its trade accounts receivable. As part of this assessment, the Company considers various factors including the financial condition of the individual companies with which it does business, the aging of receivable balances, historical experience, changes in customer payment terms, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, the Company’s estimates and judgments with respect to the collectability of its receivables is subject to greater uncertainty than in more stable periods. Accounts receivable balances will be charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote.
Investments
The Company may invest excess cash balances in short-term and long-term marketable debt securities. Investments may consist of certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds and/or commercial paper within the parameters of our Investment Policy and Guidelines. The Company accounts for its investments in marketable securities in accordance with Financial Accounting Standards Board (“FASB”) ASC 320, Investments – Debt and Equity Securities. This statement requires debt securities to be classified into three categories:
Held-to-maturity—Debt securities that the entity has the positive intent and ability to hold to maturity are measured at amortized cost and are presented at the net amount expected to be collected. Any change in the allowance for credit losses during the period is reflected in earnings. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security.
Trading Securities—Debt securities that are bought and held primarily for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings.
Available-for-Sale—Debt securities not classified as either securities held-to-maturity or trading securities are reported at fair value. For available-for-sale debt securities in an unrealized loss position, we evaluate as of the balance sheet date whether the unrealized losses are attributable to a credit loss or other factors. The portion of unrealized losses related to a credit loss is recognized in earnings, and the portion of unrealized loss not related to a credit loss is recognized in other comprehensive income.
We classify our investments in marketable debt securities based on the facts and circumstances present at the time of purchase of the securities. We subsequently reassess the appropriateness of that classification at each reporting date. During the quarter ended February 28, 2022, all of our investments were classified as held-to-maturity.
| 9 |
Capitalized Computer Software Development Costs
Software development costs are capitalized in accordance with FASB ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed. 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 revenue, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in our software products.
Amortization of capitalized software development
costs is calculated on a product-by-product basis on the straight-line method over the estimated economic life of the products (not to
exceed five years). Amortization of software development costs amounted to $
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 calculated using the straight-line method over the estimated useful lives as follows:
| Equipment | |
| Computer equipment | |
| Furniture and fixtures | |
| Leasehold improvements |
Internal-use Software
We have a service contract related to the implementation of internally used software. In accordance with ASC 350-40 “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, we have capitalized certain internal-use software which are included in long-term assets.
The amortization is classified as selling, general, and administrative expenses on the condensed consolidated statement of operations, and maintenance and minor upgrades are also charged to selling, general, and administrative expense as incurred.
Leases
Supplemental information related to operating leases was as follows as of February 28, 2022:
| (in thousands) | ||||
| Right-of-use assets | $ | |||
| Lease liabilities, current | $ | |||
| Lease liabilities, long-term | $ | |||
| Operating lease costs | $ | |||
| Weighted average remaining lease term | ||||
| Weighted average discount rate | ||||
| 10 |
Intangible Assets and Goodwill
We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognize the assets acquired and liabilities assumed at their acquisition-date fair value. Acquired intangible assets include customer relationships, software, trade names, and noncompete agreements. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed.
Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is not amortized, instead it is tested for impairment annually or when events or circumstances change that would indicate that goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations.
Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. As of February 28, 2022, we determined that we have four reporting units: Simulations Plus, Cognigen, DILIsym, and Lixoft. When testing goodwill for impairment, we first perform a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. We are required to perform step one only if it concludes that it is more likely than not that a reporting unit's fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of our reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its implied fair value. The estimate of implied fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit but may require valuations of certain internally generated and unrecognized intangible assets such as our software, technology, patents, and trademarks. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.
As of February 28, 2022, the entire balance of
goodwill was attributed to three of our reporting units: Cognigen, DILIsym, and Lixoft. Intangible assets subject to amortization are
reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. We
did
Reconciliation of Goodwill as of February 28, 2022:
| (in thousands) | Cognigen | DILIsym | Lixoft | Total | ||||||||||||
| Balance, August 31, 2021 | $ | $ | $ | $ | ||||||||||||
| Addition | ||||||||||||||||
| Impairments | ||||||||||||||||
| Balance, February 28, 2022 | $ | $ | $ | $ | ||||||||||||
| 11 |
Fair Value of Financial Instruments
Assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard are as follows:
| Level Input: | Input Definition: | |
| Level I | Inputs 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, and the amounts approximate fair value due to their short maturities.
The following table summarizes fair value measurements at February 28, 2022 and August 31, 2021 for assets and liabilities measured at fair value on a recurring basis:
| February 28, 2022: | ||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | ||||||||||||
August 31, 2021:
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | ||||||||||||
As of February 28, 2022 and August 31, 2021, we had a liability for contingent consideration related to our acquisition of Lixoft. The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model using a probability-weighted income approach. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense we record in any given period. The liability is recorded as contracts payable on the condensed consolidated balance sheet, and changes in the value of the contingent consideration obligations are recorded other income (expense), net in our Condensed Consolidated Statement of Operations and Comprehensive Income.
The following is a reconciliation of contingent consideration value:
| (in thousands) | ||||
| Value at August 31, 2021 | $ | |||
| Contingent consideration payments | ||||
| Change in value of contingent consideration | ||||
| Value at February 28, 2022 | $ | |||
| 12 |
Research and Development Costs
Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs include salaries, laboratory experiments, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.
Income Taxes
We account for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
Intellectual property
The following table summarizes intellectual property as of February 28, 2022:
| (in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
| Royalty Agreement buy out-Enslein Research | $ | $ | $ | |||||||||||
| Termination/nonassertion agreement-TSRL Inc. | ||||||||||||||
| Developed technologies–DILIsym acquisition | ||||||||||||||
| Intellectual rights of Entelos Holding Corp. | ||||||||||||||
| Developed technologies–Lixoft acquisition | ||||||||||||||
| $ | $ | $ | ||||||||||||
The following table summarizes intellectual property as of August 31, 2021:
| (in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
| Royalty Agreement buy out-Enslein Research | $ | $ | $ | |||||||||||
| Termination/nonassertion agreement-TSRL Inc. | ||||||||||||||
| Developed technologies–DILIsym acquisition | ||||||||||||||
| Intellectual rights of Entelos Holding Corp. | ||||||||||||||
| Developed technologies–Lixoft acquisition | ||||||||||||||
| $ | $ | $ | ||||||||||||
Amortization expense for intellectual property
agreements for the three months ended February 28, 2022 and 2021 was $
| 13 |
Other intangible assets
The following table summarizes our other intangible assets as of February 28, 2022:
| (in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
| Simulations Plus | ||||||||||||||
| ERP | $ | $ | $ | |||||||||||
| Cognigen | ||||||||||||||
| Customer relationships | ||||||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| DILIsym | ||||||||||||||
| Customer relationships | ||||||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| Lixoft | ||||||||||||||
| Customer relationships | ||||||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| $ | $ | $ | ||||||||||||
The following table summarizes our other intangible assets as of August 31, 2021:
| (in thousands) | Amortization Period | Acquisition Value | Accumulated Amortization | Net Book Value | ||||||||||
| Cognigen | ||||||||||||||
| Customer relationships | $ | $ | $ | |||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| DILIsym | ||||||||||||||
| Customer relationships | ||||||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| Lixoft | ||||||||||||||
| Customer relationships | ||||||||||||||
| Trade name | ||||||||||||||
| Covenants not to compete | ||||||||||||||
| $ | $ | $ | ||||||||||||
Amortization expense for other intangible assets
for the three months ended February 28, 2022 and 2021 was $
| 14 |
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 outstanding. Diluted earnings per share is computed similarly 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 months ended February 28, 2022 and 2021 were as follows:
| (in thousands) | Three Months Ended February 28, | Six Months Ended February 28, | ||||||||||||||
| 2022 | 2021 | 2021 | 2020 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average number of common shares outstanding during the period | ||||||||||||||||
| Dilutive effect of stock options | ||||||||||||||||
| Common stock and common stock equivalents used for diluted earnings per share | ||||||||||||||||
Compensation costs related to stock options are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation”. Compensation cost is calculated based on the grant-date fair value estimated in accordance with FASB ASC 718-10, amortized on a straight-line basis over the options’ vesting period. Stock-based compensation expense related to stock options, not including shares issued to directors for services, was $ thousand and $ thousand for the three months ended February 28, 2022 and 2021, respectively, and $ million and $ million for the six months ended February 28, 2022 and 2021, respectively. This expense is included in the condensed consolidated statements of operations as selling, general, and administration and research and development expense.
Impairment of Long-lived Assets
We account for the impairment and disposition of long-lived assets in accordance with ASC 350, “Intangibles – Goodwill and Other” and ASC 360, “Property and Equipment”. Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. No impairment losses were recorded during the six months ended February 28, 2022 and 2021.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide temporary optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions to ease the potential accounting and financial reporting burden associated with transitioning away from reference rates that are expected to be discontinued, including the London Interbank Offered Rate (“LIBOR”). This ASU is effective as of March 12, 2020, through December 31, 2022. The adoption of the new standard has not had and is not expected to have, a material impact on our consolidated financial statements or related disclosures.
| 15 |
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendment requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contract. The amendment is intended to improve the accounting for acquired revenue contracts with customers in a business combination, related to the recognition of an acquired contract liability, and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendment also provides certain practical expedients when applying the guidance. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022, on a prospective basis, with early adoption permitted. The Company expects to adopt ASU 2021-08 in the first quarter of fiscal year 2024. The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company does not expect that the adoption of this standard will have a material impact on its condensed consolidated financial statements; however, the Company expects to increase its disclosures with respect to government assistance beginning in the first quarter of fiscal year 2023.
NOTE 3: OTHER INCOME (EXPENSE), NET
The components of other income (expense), net for the three and six months ended February 28, 2022 and 2021 were as follows:
| (in thousands) | Three Months Ended February 28, | Six Months Ended February 28, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Change in valuation of contingent consideration | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on sale of assets | ||||||||||||||||
| Gain (loss) on currency exchange | ||||||||||||||||
| Total other income (expense), net | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
NOTE 4: INVESTMENTS
We invest a portion of our excess cash balances in short-term debt securities within the parameters of our Investment Policy and Guidelines. Investments as of February 28, 2022, consisted of corporate bonds with maturities remaining of less than twelve months. We may also invest excess cash balances in certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds, and/or commercial paper. We account for investments in accordance with FASB ASC 320, Investments – Debt and Equity Securities. As of February 28, 2022, all investments were classified as held-to-maturity securities.
| 16 |
l
The following tables summarize our short-term investments as of February 28, 2022 and August 31, 2021:
February 28, 2022
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| Commercial notes (due within one year) | $ | $ | $ | ( | ) | $ | ||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
August 31, 2021
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| Commercial notes (due within one year) | $ | $ | $ | ( | ) | $ | ||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
NOTE 5: CONTRACTS PAYABLE
Lixoft Acquisition Liabilities:
On April 1, 2020, we acquired Lixoft. The
agreement provided for a 24-month, $2.0 million holdback provision against certain representations and warrantees, comprised of $1.3
million of cash and shares of common stock valued at $667 thousand issued at the date of the agreement. In addition, based on a
revenue-growth formula for the two years subsequent to April 1, 2020, the agreement calls for earnout payments of up to $5.5 million
(two-thirds cash and one-third newly issued, unregistered shares of our common stock). The former shareholders of Lixoft can earn up
to $2.0 million the first year and $3.5 million in year two. In June 2021, $
As of February 28, 2022 and August 31, 2021, the following liabilities have been recorded:
| (in thousands) | February 28, 2022 | August 31, 2021 | ||||||
| Holdback liability | $ | $ | ||||||
| Earnout liability | ||||||||
| Sub total | $ | $ | ||||||
| Less: current portion | ||||||||
| Long-term portion | $ | $ | ||||||
NOTE 6: COMMITMENTS AND CONTINGENCIES
Leases
We lease approximately 9,255 square feet of office space in Lancaster, California, where our corporate headquarters are located. The lease term extends to January 31, 2026, and the base rent is approximately $17 thousand per month. The lease agreement gives the Company the right, upon 180 days’ prior notice, to opt out of all or part of the last four years of the term, with no penalty.
| 17 |
We lease approximately 4,317 square feet of office space in Buffalo, New York. The lease term extends to November 30, 2026, and the base rent is approximately $7 thousand per month with an annual 2% increase. The lease agreement provides the Company with two five-year renewal options and the right to terminate the lease with one year’s prior written notice with certain penalties. We previously leased approximately 12,623 square feet of office space at a different location in Buffalo, New York. That lease term extended to November 2021 and the base rent was approximately $16 thousand per month.
We lease approximately 3,386 square feet of office space in Durham, North Carolina. The lease term extends to September 30, 2023, and the base rent is approximately $8 thousand per month with an annual 3% increase.
We lease approximately 2,300 square feet of office space in Paris, France. The lease term extends to November 2024 and the rent is approximately $5 thousand per month and adjusted each December based on a consumer price index.
Rent expense, including common area maintenance
fees for the three months ended February 28 2022 and 2021 was $
The following table presents maturities of operating lease liabilities on an undiscounted basis as of February 28, 2022:
| (in
thousands) Years Ending February 28, | ||||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total undiscounted liabilities | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities (including current portion) | $ | |||
Line of Credit
On March 31, 2020, we entered into a Credit Agreement
with Wells Fargo Bank, N.A. The Credit Agreement provides us with a credit facility of $
Employment Agreements
In the normal course of business, we have entered into employment agreements with certain of our key management personnel that may require compensation payments upon termination.
Income Taxes
We follow guidance issued by the FASB with regard to our accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to income tax expense. We file income tax returns with the IRS and various state jurisdictions as well as with the countries of India and France. Our federal income tax returns for fiscal years 2018 through 2020 are open for audit, and our state tax returns for fiscal years 2017 through 2020 remain open for audit.
Our review of prior year tax positions using the criteria and provisions presented in guidance issued by FASB did not result in a material impact on our financial position or results of operations.
| 18 |
Litigation
We are not a party to any legal proceedings and are not aware of any pending, threatened, or unasserted legal proceedings of any kind.
NOTE 7: SHAREHOLDERS’ EQUITY
Shares Outstanding
Shares of common stock outstanding for the three and six months ended February 28, 2022 and 2021 were as follows:
Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Common stock outstanding, beginning of the period | ||||||||||||||||
| Common stock issued during the period | ||||||||||||||||
| Common stock outstanding, end of the period | ||||||||||||||||
Dividends
Our Board of Directors declared cash dividends during fiscal years 2022 and 2021. The details of the dividends paid are in the following tables:
| (in thousands, except dividend per share) | Fiscal Year 2022 | |||||||||||||
| Record Date | Distribution Date | Number of Shares Outstanding on Record Date |
Dividend per Share |
Total Amount | ||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| Total | $ | |||||||||||||
| (in thousands, except dividend per share) | Fiscal Year 2021 | |||||||||||||
| Record Date | Distribution Date | Number of Shares Outstanding on Record Date |
Dividend per Share |
Total Amount | ||||||||||
| $ | $ | |||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| Total | $ | |||||||||||||
Stock Option Plans
On February 23, 2007, the Company’s Board of Directors adopted, and its shareholders approved, the 2007 Stock Option Plan (the “2007 Plan”), under which a total of 1.0 million shares of common stock were reserved for issuance. On February 25, 2014, the shareholders approved an additional 1.0 million shares, increasing the total number of shares available to be granted under the 2007 Plan to 2.0 million. This plan terminated in February 2017 by its terms.
On December 23, 2016, the Company’s Board of Directors adopted, and on February 23, 2017, its shareholders approved, the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), under which a total of million shares of common stock were reserved for issuance. The 2017 Plan will terminate in December 2026. The 2017 Plan was replaced by the Company’s 2021 Plan (as defined below), and as a result, no further issuances of shares may be made under the 2017 Plan.
| 19 |
On April 9, 2021, the Company’s Board of Directors adopted, and on June 23, 2021, its shareholders approved, the Company’s 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2007 Plan and 2017 Plan, the “Plans”), under which 1.3 million shares of common stock were reserved for issuance. The 2021 Plan became effective as of April 9, 2021, and the Company may issue equity awards to permitted recipients thereunder. The maximum contractual life of the plan is ten years.
As of February 28, 2022, employees and directors hold Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs”) to purchase approximately 1.3 million shares of common stock at exercise prices ranging from $6.85 to $66.14.
The following table summarizes information about stock options:
| (in thousands, except per share and weighted-average amounts)
Transactions during the six months ended February 28, 2022 | Number of Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life (Years) | |||||||||
| Outstanding, August 31, 2021 | $ | |||||||||||
| Granted | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Cancelled/Forfeited | ( | ) | $ | |||||||||
| Outstanding, February 28, 2022 | $ | |||||||||||
| Exercisable, February 28, 2022 | $ | |||||||||||
The total fair value of nonvested stock options as of February 28, 2022 was $million and is amortizable over a weighted average period of years.
The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.
The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the six months ended February 28, 2022 and fiscal year 2021:
| (in thousands except pricing) | Six Months Ended February 28, 2022 | Fiscal Year 2021 | ||||||
| Estimated fair value of awards granted | $ | $ | ||||||
| Unvested forfeiture rate | % | % | ||||||
| Weighted average grant price | $ | $ | ||||||
| Weighted average market price | $ | $ | ||||||
| Weighted average volatility | % | % | ||||||
| Weighted average risk-free rate | % | % | ||||||
| Weighted average dividend yield | % | % | ||||||
| Weighted average expected life | years | years | ||||||
| 20 |
The exercise prices for the options outstanding at February 28, 2022 ranged from $6.85 to $66.14, and the information relating to these options is as follows:
| (in thousands except prices) | ||||||||||||||||||||||||||||||
| Exercise Price | Awards Outstanding | Awards Exercisable | ||||||||||||||||||||||||||||
| Low | High | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Quantity | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||||||||||||||
| $ | $ | years | $ | years | $ | |||||||||||||||||||||||||
| $ | $ | years | $ | years | $ | |||||||||||||||||||||||||
| $ | $ | years | $ | years | $ | |||||||||||||||||||||||||
| $ | $ | years | $ | years | $ | |||||||||||||||||||||||||
| $ | $ | years | $ | years | $ | |||||||||||||||||||||||||
| years | $ | years | $ | |||||||||||||||||||||||||||
During the three and six months ended February
28, 2022 the Company issued and shares of stock valued at $
The balance of par value common stock and
additional paid-in capital as of February 28, 2022, was $
NOTE 8: CONCENTRATIONS AND UNCERTAINTIES
Financial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, trade accounts receivable, and short-term investments. In addition, we hold cash at a bank in France that is not FDIC-insured. Historically, we have not experienced any losses in such accounts. However, we are investigating alternative ways to minimize our exposure to such risks. While we may be exposed to credit losses due to the nonperformance of our counterparties, we do not expect the settlement of these transactions to have a material effect on our results of operations, cash flows, or financial condition. We maintain cash and cash equivalents at financial institutions that may, at times, exceed federally insured limits.
Revenue concentration shows that international
sales accounted for
Accounts receivable concentration shows that three
customers each comprised between
We operate in the computer software industry, which is highly competitive and changes rapidly. Our operating results could be significantly affected by our ability to develop new products and find new distribution channels for new and existing products.
The majority of our customers are in the pharmaceutical industry. During economic downturns, we have seen consolidations in the pharmaceutical industry. The extent to which the COVID-19 pandemic continues to impact our business going forward will depend on numerous factors we cannot reliably predict, including the duration and scope of the pandemic; businesses and individuals' actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers ability to pay for our products and services on an ongoing basis. As a result, our growth rate could be affected by consolidation and downsizing in the pharmaceutical industry.
| 21 |
NOTE 9: SEGMENT AND GEOGRAPHIC REPORTING
We account for segments and geographic revenue in accordance with guidance issued by the FASB. Our reportable segments are strategic business units that offer different products and services.
Results for each business unit segment and consolidated results for the three and six months ended February 28, 2022 and 2021 were as follows:
| (in thousands) | Three Months Ended February 28, 2022 | |||||||||||
| Software | Services | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross margin | ||||||||||||
Our software business and services business represented 66% and 34% of total revenue, respectively, for the three months ended February 28, 2022.
| (in thousands) | Three Months Ended February 28, 2021 | |||||||||||
| Software | Services | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross margin | ||||||||||||
Our software business and services business represented 60% and 40% of total revenue, respectively, for the three months ended February 28, 2021.
| (in thousands) | Six Months Ended February 28, 2022 | |||||||||||
| Software | Services | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross margin | ||||||||||||
Our software business and services business represented 63% and 37% of total revenue, respectively, for the six months ended February 28, 2022.
| (in thousands) | Six Months Ended February 28, 2021 | |||||||||||
| Software | Services | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross margin | ||||||||||||
Our software business and services business represented 59% and 41% of total revenue, respectively, for the six months ended February 28, 2021.
| 22 |
Revenue by product and consolidated revenue for the three and six months ended February 28, 2022 and 2021 were as follows:
| (in thousands) | Three Months Ended February 28, | |||||||||||||||
| 2022 | 2021 | |||||||||||||||
| Software revenue | ||||||||||||||||
| GastroPlus | $ | $ | ||||||||||||||
| MonolixSuite | ||||||||||||||||
| ADMET Predictor | ||||||||||||||||
| Other | ||||||||||||||||
| Total software revenue | $ | $ | ||||||||||||||
| Services revenue | ||||||||||||||||
| PKPD | $ | $ | ||||||||||||||
| QSP/QST | ||||||||||||||||
| PBPK | ||||||||||||||||
| Other | ||||||||||||||||
| Total services revenue | $ | $ | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||||
| (in thousands) | Six Months Ended February 28, | |||||||||||||||
| 2022 | 2021 | |||||||||||||||
| Software revenue | ||||||||||||||||
| GastroPlus | $ | $ | ||||||||||||||
| MonolixSuite | ||||||||||||||||
| ADMET Predictor | ||||||||||||||||
| Other | ||||||||||||||||
| Total software revenue | $ | $ | ||||||||||||||
| Services revenue | ||||||||||||||||
| PKPD | $ | $ | ||||||||||||||
| QSP/QST | ||||||||||||||||
| PBPK | ||||||||||||||||
| Other | ||||||||||||||||
| Total services revenue | $ | $ | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||||
Revenue by division and consolidated revenue for the three and six months ended February 28, 2022 and 2021 were as follows:
Schedule of revenue by division
| (in thousands) |