8-K

Research Solutions, Inc. (RSSS)

8-K 2023-05-11 For: 2023-05-11
View Original
Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

May 11, 2023


Research Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of Incorporation)

1-39256 11-3797644
(Commission File Number) (IRS Employer Identification No.)

N/A

(Address of Principal Executive Offices and zip code)

(310) 477-0354

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.      ¨

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2023, the Registrant announced its financial results for the third quarter ended March 31, 2023. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued May 11, 2023 entitled “Research Solutions Reports Fiscal Third Quarter 2023 Results”.
104 Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

RESEARCH SOLUTIONS, INC.
Date: May 11, 2023 By: /s/ William Nurthen
William Nurthen
Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Research Solutions Reports Fiscal Third Quarter2023 Results

Reports 18% Revenue Increase and 24% Increasein ARR to $9.1 Million

HENDERSON,Nev., May 11, 2023Research Solutions, Inc. (NASDAQ: RSSS), a pioneer in providing cloud-based workflow solutions for R&D driven organizations, reported financial results for its fiscal third quarter ended March 31, 2023.

Fiscal Third Quarter 2023 Summary

Total<br> revenue of $10.3 million, an 18.1% increase from prior-year quarter and the Company’s<br> first reported quarter of over $10 million in revenue
Platform<br> revenue up 26% to $2.2 million. Annual Recurring Revenue (“ARR”) up 24%<br> to $9.1 million.
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Gross<br> profit up 24% from prior-year quarter. Total gross margin improved 190 basis points to 38.9%.
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Earnings<br> of $0.01 per diluted share, compared to a loss of $0.01 per share in the prior-year quarter.<br> Fiscal year to date net income of $0.01 per diluted share, compared to a loss of $0.05 in<br> the same fiscal year to date period in the prior-year.
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Adjusted<br> EBITDA of $559,000 compared to $94,000 in the prior-year quarter
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Positive<br> cash flow from operations of $0.8 million for the quarter and $1.9 million fiscal year to<br> date, compared to negative cash flow from operations of $0.4 million in the same fiscal year<br> to date period in the prior-year
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“Our third quarter results reflect the continued adoption of our platform by new customers and a 16% revenue increase in our transactions business, due to both organic growth and the successful transition of customer contracts from FIZ Karlsruhe, which took effect on January 1, 2023,” said Roy W. Olivier, President and CEO of Research Solutions. “Platform growth remained challenging in the quarter as our customers continue to extend sales cycles and operate under tightened budgets. Our profitability, however, has allowed us to continue to invest in marketing and product development, with some important product features being successfully released in the quarter. We feel well positioned to execute as the economic environment improves and believe our products will be even more relevant to our research customers.”

Fiscal Third Quarter 2023 Results

Total revenue was $10.3 million, an 18.1% increase from $8.8 million in the year-ago quarter as both platform and transaction revenue increased from the prior period.

Platform subscription revenue increased 26% to $2.2 million compared to $1.8 million in the year-ago quarter. The increase was primarily due to an increase in the total number of paid Platform deployments, including 25 net deployments added in the quarter, as well as upsells to existing customers. The quarter ended with annual recurring revenue of $9.1 million, up 24% year-over-year (see the company’s definition of annual recurring revenue below).

Transaction revenue was $8.1 million, compared to $7.0 million in the third quarter of fiscal 2022. The increase was primarily due to organic growth and higher transaction volumes related to contracts transferred from FIZ Karlsruhe effective on January 1, 2023. The transaction customer count for the quarter was 1,417, compared to 1,193 customers in the prior-year quarter (see the company's definition of active customer accounts and transactions below).

Total gross margin improved 190 basis points from the prior-year quarter to 38.9%. The increase was primarily driven by a continued revenue mix shift to the higher-margin Platforms business as well as increased margins in the transactions business.

Total operating expenses were $3.9 million, compared to $3.6 million in the third quarter of 2022. The increase was primarily due to higher sales and marketing and general and administrative costs, the latter related to recruiting fees expensed in the period.

Net income in the third quarter was $237,000, or $0.01 per diluted share, compared to a net loss of ($341,000), or ($0.01) per share, in the prior-year quarter. Adjusted EBITDA was $559,000, compared to $94,000 in the year-ago quarter (see definition and further discussion about the presentation of Adjusted EBITDA, a non-GAAP term, below).

Conference Call

Research Solutions President and CEO Roy W. Olivier and CFO Bill Nurthen will host the conference call, followed by a question and answer period.

Date: Thursday, May 11, 2023

Time: 5:00 p.m. ET (2:00 p.m. PT)

Dial-in number: 1-412-317-5180

Conference ID: 10178138

The conference call will be broadcast live and available for replay until June 11, 2023 by dialing 1-412-317-6671 and using the replay ID 10178138, and via the investor relations section of the company's website at http://researchsolutions.investorroom.com/.

Fiscal Third Quarter Financial and Operational Summary Tables vs.Prior-Year Quarter

Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
2023 2022 Change %<br> Change 2023 2022 Change %<br> Change
Revenue:
Platforms $ 2,249,632 $ 1,786,224 $ 463,408 25.9 % $ 6,379,871 $ 4,900,927 $ 1,478,944 30.2 %
Transactions $ 8,092,794 $ 6,971,128 1,121,666 16.1 % $ 21,363,864 $ 19,471,216 1,892,648 9.7 %
Total Revenue 10,342,426 8,757,352 1,585,074 18.1 % 27,743,735 24,372,143 3,371,592 13.8 %
Gross Profit:
Platforms 1,981,002 1,567,173 413,829 26.4 % 5,627,695 4,204,552 1,423,144 33.8 %
Transactions 2,046,271 1,671,324 374,947 22.4 % 5,152,653 4,531,980 620,673 13.7 %
Total Gross<br> Profit 4,027,273 3,238,497 788,776 24.4 % 10,780,348 8,736,532 2,043,817 23.4 %
Gross profit<br> as a % of revenue:
Platforms 88.1 % 87.7 % 0.3 % 88.2 % 85.8 % 2.4 %
Transactions 25.3 % 24.0 % 1.3 % 24.1 % 23.3 % 0.8 %
Total Gross<br> Profit 38.9 % 37.0 % 2.0 % 38.9 % 35.8 % 3.0 %
Operating<br> Expenses:
Sales and<br> marketing 642,624 543,496 99,128 18.2 % 1,830,448 1,584,804 245,644 15.5 %
Technology<br> and product development 953,677 971,959 (18,282 ) -1.9 % 2,751,099 2,661,655 89,444 3.4 %
General and<br> administrative 1,871,591 1,629,371 242,220 14.9 % 5,004,678 4,742,729 261,950 5.5 %
Depreciation<br> and amortization 18,332 4,988 13,344 267.5 % 30,486 12,144 18,342 151.0 %
Stock-based<br> compensation 480,458 399,234 81,224 20.3 % 1,264,522 870,883 393,639 45.2 %
Foreign<br> currency translation loss (gain) (72,547 ) 29,394 (101,941 ) NM (84,210 ) 52,619 (136,829 ) NM
Total<br> Operating Expenses 3,894,135 3,578,442 315,693 8.8 % 10,797,023 9,924,834 872,190 8.8 %
Income<br> (loss) from operations 133,139 (339,944 ) 473,083 139.2 % (16,675 ) (1,188,302 ) 1,171,627 98.6 %
Other Income<br> (Expenses):
Other income<br> (expense) 104,331 237 104,094 NM 218,095 777 217,318 NM
Provision<br> for income taxes (628 ) (822 ) 194 -23.6 % (5,543 ) (6,592 ) 1,049 15.9 %
Gain<br> on sale of disc'd operations - - - - - -
Total<br> Other Income (Expenses): 103,703 (585 ) 104,288 NM 212,552 (5,815 ) 218,367 NM
Net<br> income (loss) $ 236,842 $ (340,529 ) 577,371 169.6 % $ 195,877 $ (1,194,117 ) 1,389,994 116.4 %
NM NM
Adjusted<br> EBITDA $ 559,382 $ 93,672 $ 465,710 497.2 % $ 1,194,123 $ (252,656 ) $ 1,446,779 NM
Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 Change %<br> Change 2023 2022 Change %<br> Change
Platforms:
ARR (Annual<br> recurring revenue):
Beginning<br> of Period $ 8,776,977 $ 6,848,613 $ 1,928,363 28.2 % $ 7,922,188 $ 5,880,179 $ 2,042,009 34.7 %
Incremental<br> ARR 330,704 500,233 (169,529 ) -33.9 % 1,185,493 1,468,668 (283,175 ) -19.3 %
End of Period $ 9,107,681 $ 7,348,847 $ 1,758,834 23.9 % $ 9,107,681 $ 7,348,847 $ 1,758,834 23.9 %
Deployments:
Beginning of Period 790 646 144 22.3 % 733 553 180 32.5 %
Incremental<br> Deployments 25 34 (9 ) -26.5 % 82 127 (45 ) -35.4 %
End of Period 815 680 135 19.9 % 815 680 135 19.9 %
ASP (Average sales price):
Beginning of Period $ 11,110 $ 10,602 $ 509 4.8 % $ 10,808 $ 10,633 $ 175 1.6 %
End of Period $ 11,175 $ 10,807 $ 368 3.4 % $ 11,175 $ 10,807 $ 368 3.4 %
Transaction<br> Customers:
Corporate<br> customers 1,116 904 212 23.5 % 986 875 112 12.8 %
Academic<br> customers 301 289 12 4.2 % 300 300 - 0.0 %
Total customers 1,417 1,193 224 18.8 % 1,287 1,175 112 9.5 %

Active Customer Accounts, Transactions and Annual Recurring Revenue

The company defines active customer accounts as the sum of the total quantity of customers per month for each month in the period divided by the respective number of months in the period. The quantity of customers per month is defined as customers with at least one transaction during the month.

A transaction is an order for a unit of copyrighted content fulfilled or managed in the Platform.

The company defines annual recurring revenue (“ARR”) as the value of contracted Platform subscription recurring revenue normalized to a one-year period.

Use of Non-GAAP Measure – Adjusted EBITDA

Research Solutions’ management evaluates and makes operating decisions using various financial metrics. In addition to the company’s GAAP results, management also considers the non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information about the company’s operating results.

The tables below provide a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial measure. Adjusted EBITDA is defined as net income (loss), plus interest expense, other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation, gain on sale of discontinued operations, and other potential adjustments that may arise. Set forth below is a reconciliation of Adjusted EBITDA to net income (loss):

Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
2023 2022 Change %<br> Change 2023 2022 Change %<br> Change
Net<br> Income (loss) $ 236,842 $ (340,529 ) $ 577,371 169.6 % $ 195,877 $ (1,194,117 ) $ 1,389,994 116.4 %
Add<br> (deduct): -
Other income<br> (expense) (104,331 ) (237 ) (104,094 ) NM (218,095 ) (777 ) (217,318 ) NM
Foreign currency<br> translation loss (gain) (72,547 ) 29,394 (101,941 ) NM (84,210 ) 52,619 (136,829 ) NM
Provision<br> for income taxes 628 822 (194 ) -23.6 % 5,543 6,592 (1,049 ) -15.9 %
Depreciation<br> and amortization 18,332 4,988 13,344 267.5 % 30,486 12,144 18,342 151.0 %
Stock-based<br> compensation 480,458 399,234 81,224 20.3 % 1,264,522 870,883 393,639 45.2 %
Gain<br> on sale of disc. ops. - - - - - -
Adjusted<br> EBITDA $ 559,382 $ 93,672 $ 465,710 497.2 % $ 1,194,123 $ (252,656 ) $ 1,446,779 NM

About Research Solutions

Research Solutions, Inc. (NASDAQ: RSSS) provides cloud-based technologies to streamline the process of obtaining, managing, and creating intellectual property. Founded in 2006 as Reprints Desk, the company was a pioneer in developing solutions to serve researchers. Today, more than 70 percent of the top pharmaceutical companies, prestigious universities, and emerging businesses rely on Article Galaxy, the company's SaaS research platform, to streamline access to the latest scientific research and data with 24/7 customer support. For more information and details, please visitwww.researchsolutions.com and www.reprintsdesk.com

Important Cautions Regarding Forward-Looking Statements

Certain statements in this press release may contain "forward-looking statements" regarding future events and our future results. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects", "intends," "plans," "believes," "seeks," "estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those factors described in the Company's most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form 10-Q, or other reports filed with the Securities and Exchange Commission. Examples of forward-looking statements in this release include statements regarding additional customers, potential acquisitions and the Company’s prospects for growth. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements. For more information, please refer to the Company's filings with the Securities and Exchange Commission.

Research Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30,
2022
Assets
Current assets:
Cash and cash equivalents 12,132,899 $ 10,603,175
Accounts receivable, net of allowance of 49,670 and 94,144, respectively 6,797,240 5,251,545
Prepaid expenses and other current assets 398,726 276,026
Prepaid royalties 798,892 846,652
Total current assets 20,127,757 16,977,398
Other assets:
Property and equipment, net of accumulated depreciation of 868,324 and 840,996, respectively 53,766 47,985
Intangible assets, net of accumulated amortization of 11,046 and 0, respectively 430,788
Deposits and other assets 997 893
Total assets 20,613,308 $ 17,026,276
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses 7,696,205 $ 6,604,032
Deferred revenue 6,524,570 5,538,526
Total current liabilities 14,220,775 12,142,558
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; 29,500,764 and 27,075,648 shares issued and outstanding, respectively 29,501 27,076
Additional paid-in capital 29,386,169 28,072,855
Accumulated deficit (22,898,395 ) (23,094,272 )
Accumulated other comprehensive loss (124,742 ) (121,941 )
Total stockholders’ equity 6,392,533 4,883,718
Total liabilities and stockholders’ equity 20,613,308 $ 17,026,276

All values are in US Dollars.

Research Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations and OtherComprehensive Loss

(Unaudited)

Three Months Ended Nine Months Ended
March 31, March 31,
2023 2022 2023 2022
Revenue:
Platforms $ 2,249,632 $ 1,786,224 $ 6,379,871 $ 4,900,927
Transactions 8,092,794 6,971,128 21,363,864 19,471,216
Total revenue 10,342,426 8,757,352 27,743,735 24,372,143
Cost of revenue:
Platforms 268,630 219,051 752,176 696,375
Transactions 6,046,523 5,299,804 16,211,211 14,939,236
Total cost of revenue 6,315,153 5,518,855 16,963,387 15,635,611
Gross profit 4,027,273 3,238,497 10,780,348 8,736,532
Operating expenses:
Selling, general and administrative 3,875,802 3,573,454 10,766,537 9,912,690
Depreciation and amortization 18,332 4,988 30,486 12,144
Total operating expenses 3,894,134 3,578,442 10,797,023 9,924,834
Income (loss) from operations 133,139 (339,945 ) (16,675 ) (1,188,302 )
Other income 104,331 237 218,095 777
Income (loss) from operations before provision for income taxes 237,470 (339,708 ) 201,420 (1,187,525 )
Provision for income taxes (628 ) (822 ) (5,543 ) (6,592 )
Net income (loss) 236,842 (340,530 ) 195,877 (1,194,117 )
Other comprehensive income (loss):
Foreign currency translation (4,149 ) 1,609 (2,801 ) (1,181 )
Comprehensive income (loss) $ 232,693 $ (338,921 ) $ 193,076 $ (1,195,298 )
Basic income (loss) per common share:
Net income (loss) per share $ 0.01 $ (0.01 ) $ 0.01 $ (0.05 )
Weighted average common shares outstanding 26,929,314 26,512,195 26,820,557 26,392,949
Diluted income (loss) per common share:
Net income (loss) per share $ 0.01 $ (0.01 ) $ 0.01 $ (0.05 )
Weighted average common shares outstanding 29,791,719 26,512,195 28,837,774 26,392,949

Research Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended
March 31,
2023 2022
Cash flow from operating activities:
Net income (loss) $ 195,877 $ (1,194,117 )
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 30,486 12,144
Fair value of vested stock options 338,973 424,450
Fair value of vested restricted common stock 925,550 446,433
Fair value of vested unrestricted common stock 68,272
Changes in operating assets and liabilities:
Accounts receivable (1,545,695 ) (904,915 )
Prepaid expenses and other current assets (122,700 ) (67,984 )
Prepaid royalties 47,760 (54,287 )
Accounts payable and accrued expenses 947,789 397,088
Deferred revenue 986,044 538,477
Net cash provided by (used in) operating activities 1,872,356 (402,711 )
Cash flow from investing activities:
Purchase of property and equipment (29,976 ) (34,251 )
Payment for non-refundable deposit for asset acquisition (297,450 )
Net cash used in investing activities (327,426 ) (34,251 )
Cash flow from financing activities:
Proceeds from the exercise of stock options 57,500 97,688
Proceeds from the exercise of warrants 59,500
Common stock repurchase (74,556 ) (82,053 )
Net cash provided by (used in) financing activities (17,056 ) 75,135
Effect of exchange rate changes 1,850 (1,989 )
Net increase (decrease) in cash and cash equivalents 1,529,724 (363,816 )
Cash and cash equivalents, beginning of period 10,603,175 11,004,337
Cash and cash equivalents, end of period $ 12,132,899 $ 10,640,521
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 5,543 $ 6,592

Contact

Steven Hooser or John Beisler

Three Part Advisors

(214) 872-2710

shooser@threepa.com; jbeisler@threepa.com

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