Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Approximate Number of Holders of Common
Stock
As
of March 23, 2020, our common stock is quoted on The NASDAQ Stock Market LLC’s Nasdaq Capital Market (the “NASDAQ”)
under the symbol "RSSS," and prior to that it was quoted on the OTCQB. The following table sets forth, for
the periods indicated, the reported high and low bid quotations for our common stock as reported on the NASDAQ or the OTCQB. The
bid prices reflect inter-dealer quotations, do not include retail markups, markdowns, or commissions, and do not necessarily reflect
actual transactions
High Bid
Low Bid
Year Ended June 30, 2020:
First Quarter (July 1 – September 30)
$ 2.75
$ 2.07
Second Quarter (October 1 – December 31)
$ 3.52
$ 2.16
Third Quarter (January 1 – March 31)
$ 3.52
$ 2.25
Fourth Quarter (April 1 – June 30)
$ 3.09
$ 1.98
Year Ended June 30, 2019:
First Quarter (July 1 – September 30)
$ 2.20
$ 1.50
Second Quarter (October 1 – December 31)
$ 2.45
$ 1.60
Third Quarter (January 1 – March 31)
$ 2.37
$ 2.00
Fourth Quarter (April 1 – June 30)
$ 2.60
$ 2.00
As of September 18,
2020, we had a total of 26,207,040 shares of our common stock outstanding and the closing sales price was $2.29 per share on the
NASDAQ. According to the records of our transfer agent, we had 33 record holders of our common stock as of September 18, 2020.
Because brokers and other institutions hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders
represented by these record holders.
Dividends
We have never declared
or paid dividends on our common stock. In addition, our Loan and Security Agreement with Silicon Valley Bank prohibits us from
paying cash dividends. We currently intend to retain all available funds and any future earnings for use in the operation of our
business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all. Any future determination
to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating
results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Common Stock Repurchases
Effective as of November 13,
2018, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2019 on the last day
of each trading window and otherwise in accordance with our insider trading policies, of up to $300,000 of outstanding common stock
(at prices no greater than $3.00 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.
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 years ended
June 30, 2020 and 2019, we repurchased approximately 116,200 and 88,250 shares of our common stock under the repurchase plan
at an average price of approximately $2.77 and $2.27 per share, respectively, for an aggregate amount of $321,602 and $200,023,
respectively. As of June 30, 2020, $277,774 remains under the current authorization to repurchase our outstanding common stock
from our employees.
Shares repurchased
are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. Direct
costs incurred to acquire the shares are included in the total cost of the shares.
14
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
April 2020
-
-
-
$ 330,838
May 2020
-
-
-
$ 330,838
June 2020
19,800
$ 2.68
-
$ 277,774
Total
19,800
$ 2.68
-
-
1
Consists of shares of common stock purchased from employees to satisfy tax obligations in connection with the vesting of stock
incentive awards.
Equity Compensation Plan Information
Information relating
to compensation plans under which our equity securities are authorized for issuance is set forth in Item 12 of this report under
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Item 6. Selected Financial Data
Not required.
15
Item 7. 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 years ended June 30, 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” and elsewhere in this report.
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.
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.
16
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 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.
17
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.
Stock-Based Compensation
We
periodically issue stock options, warrants and restricted stock to employees and non-employees for services, in capital raising
transactions, and for financing costs. We account for share-based payments under the guidance as set forth in the Share-Based Payment
Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense
for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based
on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date
of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized
as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards
to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the
award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations.
In prior periods through June 30, 2019, we accounted for share-based payments to non-employees in accordance with Topic
505 of the FASB Accounting Standards Codification, whereby the value of the stock compensation is based upon the measurement date
as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance
to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced
for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual
forfeitures differ from those estimates.
On July 1, 2019,
we adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of Topic 718 to include share-based payment transactions
for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating
the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance
conditions. The adoption of the standard did not have a material impact on our financial statements.
Allowance for doubtful accounts
We evaluate the collectability
of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s
inability to meet its financial obligations to us, we estimate and record a specific reserve for bad debts, which reduces the recognized
receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of
potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts
receivable outstanding. We established an allowance for doubtful accounts of $88,485 and $100,175 as of June 30, 2020
and 2019, respectively.
Foreign Currency
The accompanying consolidated
financial statements are presented in United States dollars, the functional currency of our company. Capital accounts of foreign
subsidiaries are translated into US dollars from foreign currencies 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.
The following table
summarizes the exchange rates used:
Year Ended
June 30,
2020
2019
Period end Euro : US Dollar exchange rate
1.12
1.14
Average period Euro : US Dollar exchange rate
1.14
1.14
Period end Mexican Peso : US Dollar exchange rate
0.04
0.05
Average period Mexican Peso : US Dollar exchange rate
0.05
0.05
18
Quarterly Information (Unaudited)
The following table
sets forth unaudited and quarterly financial data for the four quarters of fiscal years 2020 and 2019:
June 30,
Mar. 31,
Dec. 31,
Sept. 30,
June 30,
Mar. 31,
Dec. 31,
Sept. 30,
2020
2020
2019
2019
2019
2019
2018
2018
Revenue:
Platforms
$ 1,066,630
$ 1,017,789
$ 949,825
$ 856,445
$ 803,917
$ 748,726
$ 667,545
$ 589,013
Transactions
6,819,150
7,029,617
6,580,613
6,738,668
6,670,685
6,629,231
6,321,297
6,363,508
Total revenue
7,885,780
8,047,406
7,530,438
7,595,113
7,474,602
7,377,957
6,988,842
6,952,521
Cost of revenue:
Platforms
153,241
177,919
162,508
150,470
142,368
134,672
122,077
108,259
Transactions
5,224,006
5,330,473
5,094,130
5,128,108
5,104,629
5,063,624
4,878,526
4,896,307
Total cost of revenue
5,377,247
5,508,392
5,256,638
5,278,578
5,246,997
5,198,296
5,000,603
5,004,566
Gross profit:
Platforms
913,389
839,870
787,317
705,975
661,549
614,054
545,468
480,754
Transactions
1,595,144
1,699,144
1,486,483
1,610,560
1,566,056
1,565,607
1,442,771
1,467,201
Total gross profit
2,508,533
2,539,014
2,273,800
2,316,535
2,227,605
2,179,661
1,988,239
1,947,955
Operating expenses:
Sales and marketing
692,096
626,956
638,837
550,349
659,108
542,641
445,879
431,417
Technology and product dev.
537,830
536,238
548,719
499,191
549,198
537,685
553,272
499,795
General and administrative
1,132,483
1,230,580
1,270,375
1,231,345
1,060,269
1,129,461
1,180,599
1,118,611
Depreciation and amortization
3,746
5,510
6,840
7,558
8,351
9,617
9,733
11,115
Stock-based comp. expense
143,054
142,237
523,632
142,672
126,903
131,072
453,288
115,909
Foreign currency transaction loss (gain)
4,214
8,648
(5,456 )
12,123
7,193
2,302
10,025
4,980
Total operating expenses
2,513,423
2,550,169
2,982,947
2,443,238
2,411,022
2,352,778
2,652,796
2,181,827
Other income (expenses and income taxes)
4,331
23,101
25,721
19,055
27,289
22,393
16,322
14,264
Loss from continuing operations
(559 )
11,946
(683,426 )
(107,648 )
(156,128 )
(150,724 )
(648,235 )
(219,608 )
Gain on sale of discontinued operations
-
-
91,254
26,191
84,275
33,044
55,698
41,720
Net income (loss)
(559 )
11,946
(592,172 )
(81,457 )
(71,853 )
(117,680 )
(592,537 )
(177,888 )
Basic income (loss) per common share:
Loss per share from continuing operations
$ -
$ -
$ (0.03 )
$ -
$ -
$ -
$ (0.03 )
$ (0.01 )
Income per share from discontinued operations
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Net income (loss) per share
$ -
$ -
$ (0.03 )
$ -
$ -
$ -
$ (0.03 )
$ (0.01 )
Basic weighted average common shares outstanding
25,815,163
24,960,394
24,185,966
24,095,266
23,987,137
23,845,798
23,787,836
23,644,787
Diluted income (loss) per common share:
Loss per share from continuing operations
$ -
$ -
$ (0.03 )
$ -
$ -
$ -
$ (0.03 )
$ (0.01 )
Income per share from discontinued operations
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Net income (loss) per share
$ -
$ -
$ (0.03 )
$ -
$ -
$ -
$ (0.03 )
$ (0.01 )
Diluted weighted average common shares outstanding
25,815,163
25,717,403
24,185,966
24,095,266
23,987,137
23,845,798
23,787,836
23,644,787
19
Comparison of the Years Ended June 30, 2020 and 2019
Results of Operations
Year Ended June 30,
2020
2019
$ Change
% Change
Revenue:
Platforms
$ 3,890,689
$ 2,809,201
$ 1,081,488
38.5 %
Transactions
27,168,048
25,984,721
1,183,327
4.6 %
Total revenue
31,058,737
28,793,922
2,264,815
7.9 %
Cost of revenue:
Platforms
644,138
507,375
136,763
27.0 %
Transactions
20,776,717
19,943,086
833,631
4.2 %
Total cost of revenue
21,420,855
20,450,461
970,394
4.7 %
Gross profit:
Platforms
3,246,551
2,301,826
944,725
41.0 %
Transactions
6,391,331
6,041,635
349,696
5.8 %
Total gross profit
9,637,882
8,343,461
1,294,421
15.5 %
Operating expenses:
Sales and marketing
2,508,238
2,079,045
429,193
20.6 %
Technology and product development
2,121,978
2,139,950
(17,972 )
(0.8 )%
General and administrative
4,864,783
4,488,941
375,842
8.4 %
Depreciation and amortization
23,654
38,816
(15,162 )
(39.1 )%
Stock-based compensation expense
951,595
827,172
124,423
15.0 %
Foreign currency transaction loss (gain)
19,529
24,500
(4,971 )
(20.3 )%
Total operating expenses
10,489,777
9,598,424
891,353
9.3 %
Loss from operations
(851,895 )
(1,254,963 )
403,068
32.1 %
Other income
80,044
107,308
(27,264 )
(25.4 )%
Loss from operations before provision for income taxes
(771,851 )
(1,147,655 )
375,804
32.7 %
Provision for income taxes
(7,836 )
(27,040 )
19,204
71.0 %
Loss from continuing operations
(779,687 )
(1,174,695 )
395,008
33.6 %
Gain from sale of discontinued operations
117,445
214,737
(97,292 )
(45.3 )%
Net loss
$ (662,242 )
$ (959,958 )
$ 297,716
31.0 %
20
Revenue
Years Ended June 30,
2020
2020
$ Change
% Change
Revenue:
Platforms
$ 3,890,689
$ 2,809,201
$ 1,081,488
38.5 %
Transactions
27,168,048
25,984,721
1,183,327
4.6 %
Total revenue
$ 31,058,737
$ 28,793,922
$ 2,264,815
7.9 %
Total revenue increased
$2,264,815, or 7.9%, for the year ended June 30, 2020 compared to the prior year, due to the following:
Category
Impact
Key Drivers
Platforms
h
$ 1,081,488
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
h
$ 1,183,327
Increased primarily due to orders from new customers.
Cost of Revenue
Years Ended June 30,
2020
2019
$ Change
% Change
Cost of Revenue:
Platforms
$ 644,138
$ 507,375
$ 136,763
27.0 %
Transactions
20,776,717
19,943,086
833,631
4.2 %
Total cost of revenue
$ 21,420,855
$ 20,450,461
$ 970,394
4.7 %
Years Ended June 30,
2020
2019
% Change *
As a percentage of revenue:
Platforms
16.6 %
18.1 %
(1.5 )%
Transactions
76.5 %
76.7 %
(0.2 )%
Total
69.0 %
71.0 %
(2.0 )%
* 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 2.0%, from 71.0% for the previous year to 69.0%, for the year ended June 30, 2020.
Category
Impact as percentage
of revenue
Key Drivers
Platforms
i
1.5 %
Decreased primarily due to proportionally lower third-party data costs.
Transactions
i
0.2 %
Decreased primarily due to proportionally lower copyright and personnel costs.
21
Gross Profit
Years Ended June 30,
2020
2019
$
Change
% Change
Gross Profit:
Platforms
$ 3,246,551
$ 2,301,826
$ 944,725
41.0 %
Transactions
6,391,331
6,041,635
349,696
5.8 %
Total gross profit
$ 9,637,882
$ 8,343,461
$ 1,294,421
15.5 %
Years Ended June 30,
2020
2020
% Change*
As a percentage of revenue:
Platforms
83.4 %
81.9 %
1.5 %
Transactions
23.5 %
23.3 %
0.2 %
Total
31.0 %
29.0 %
2.0 %
* The difference between current
and prior period gross profit as a percentage of revenue
Operating Expenses
Years Ended June 30,
2020
2019
$ Change
% Change
Operating Expenses:
Sales and marketing
$ 2,508,238
$ 2,079,045
$ 429,193
20.6 %
Technology and product development
2,121,978
2,139,950
(17,972 )
(0.8 )%
General and administrative
4,864,783
4,488,941
375,842
8.4 %
Depreciation and amortization
23,654
38,816
(15,162 )
(39.1 )%
Stock-based compensation expense
951,595
827,172
124,423
15.0 %
Foreign currency transaction loss
19,529
24,500
(4,971 )
(20.3 )%
Total operating expenses
$ 10,489,777
$ 9,598,424
$ 891,353
9.3 %
Category
Impact
Key Drivers
Sales and marketing
h
$ 429,193
Increased
primarily due to greater personnel costs and advertising media spend.
General and administrative
h
$ 375,842
Increased primarily due to greater personnel costs, professional service fees and NASDAQ entry fee.
Provision for Income Taxes
During the years ended
June 30, 2020 and 2019, we recorded a provision for income taxes of $7,836 and $27,040, respectively, a decrease of $19,204.
Net Income (Loss)
Year Ended June 30,
2020
2019
$ Change
% Change
Net Income (Loss):
Loss from continuing operations
$ (779,687 )
$ (1,174,695 )
$ 395,008
33.6 %
Income from discontinued operations
117,445
214,737
(97,292 )
(45.3 )%
Total net loss
$ (662,242 )
$ (959,958 )
$ 297,716
31.0 %
Loss from continuing
operations decreased $395,008 or 33.6%, for the year ended June 30, 2020 compared to the prior year, primarily due to increased
gross profit, partially offset by increased operating expenses as described above.
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Liquidity and Capital Resources
Year Ended June 30,
Consolidated Statements of Cash Flow Data:
2020
2019
Net cash provided by operating activities
$ 2,418,465
$ 576,446
Net cash used in investing activities
-
(15,828 )
Net cash provided by (used in) financing activities
1,553,399
(100,023 )
Effect of exchange rate changes
(13,398 )
(15,685 )
Net increase (decrease) in cash and cash equivalents
3,958,466
444,910
Cash and cash equivalents, beginning of period
5,353,090
4,908,180
Cash and cash equivalents, end of period
$ 9,311,556
$ 5,353,090
Liquidity
As of June 30,
2020, we had cash and cash equivalents of $9,311,556, compared to $5,353,090 as of June 30, 2019, an increase of $3,958,466.
This increase was primarily due to cash provided by operating and investing activities.
Operating Activities
Net cash provided by
operating activities was $2,418,465 for the year ended June 30, 2020 and resulted primarily from an increase in accounts payable
and accrued expenses of $1,486,950 and an increase in deferred revenue of $1,214,301, partially offset by an increase in prepaid
royalties of $720,367.
Net cash provided by
operating activities was $576,446 for the year ended June 30, 2019 and resulted primarily from an increase in deferred revenue
of $644,460, a decrease in prepaid expenses and other current assets of $218,033 and an increase in accounts payable and accrued
expenses of $175,949, partially offset by an increase in accounts receivable of $241,918 and a decrease in lease liability of $119,786.
Investing Activities
No cash was used in
or provided by investing activities for the year ended June 30, 2020.
Net cash used in investing
activities was $15,828 for the year ended June 30, 2019 and resulted from the purchase of property and equipment.
Financing Activities
Net cash provided by
financing activities was $1,553,399 for the year ended June 30, 2020 and resulted from the proceeds from the exercise of warrants
of $1,875,000, partially offset by the repurchase of common stock of $321,601.
Net cash used in financing
activities was $100,023 for the year ended June 30, 2019 and resulted from the repurchase of common stock partially offset
by proceeds from the exercise of stock options.
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 June 30, 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 June 30, 2020.
The line of credit was secured by our consolidated assets.
There were no outstanding
borrowings under the line as of June 30, 2020 and June 30, 2019, respectively. As of June 30, 2020, there
was approximately $2,089,000 of available credit.
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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 year ended June 30, 2020 and 2019:
Years Ended June 30,
2020
2019
$ Change
Net loss
$ (662,242 )
$ (959,958 )
$ 297,716
Add (deduct):
Other (income) expense
(80,044 )
(107,308 )
27,264
Foreign currency transaction loss
19,529
24,500
(4,971 )
Provision for income taxes
7,836
27,040
(19,204 )
Depreciation and amortization
23,654
38,816
(15,162 )
Stock-based compensation
951,595
827,172
124,423
Gain on sale of discontinued operations
(117,445 )
(214,737 )
97,292
Adjusted EBITDA
$ 142,883
$ (364,475 )
$ 507,358
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.
Recently Issued Accounting Pronouncements
For information about
recently issued accounting standards, refer to Note 2 to our Consolidated Financial Statements appearing elsewhere in this report.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk
Not required.
24