Research Solutions, Inc 10-Q for FY2022 Q1
Research Solutions, Inc. (RSSS)
About this 10-Q
Research Solutions, Inc filed this 10-Q on November 12, 2021, covering the quarter ended September 30, 2021 (FY2022 Q1).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.74M
- down 0.1% from $7.75M a year earlier
- Net loss
- $372K
- compared with net income of $14.65K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from _____________ to _____________
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
| Trading Symbol(s) |
| Name of each Exchange on which registered |
| | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Title of Class |
| Number of Shares Outstanding on November 5, 2021 |
Common Stock, $0.001 par value |
|
1 In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices.
TABLE OF CONTENTS
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PART 1 — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
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Assets | |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | | |
Accounts receivable, net of allowance of $ | |
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Prepaid expenses and other current assets | |
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Prepaid royalties | |
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Total current assets | |
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Other assets: | |
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Property and equipment, net of accumulated depreciation of $ | |
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Deposits and other assets | |
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Total assets | | $ | | | $ | | |
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Liabilities and Stockholders’ Equity | |
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Current liabilities: | |
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Accounts payable and accrued expenses | | $ | | | $ | | |
Deferred revenue | |
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Total current liabilities | |
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Commitments and contingencies | |
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Stockholders’ equity: | |
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Preferred stock; $ | |
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Common stock; $ | |
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Additional paid-in capital | |
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Accumulated deficit | |
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Accumulated other comprehensive loss | |
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Total stockholders’ equity | |
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Total liabilities and stockholders’ equity | | $ | | | $ | | |
See notes to condensed consolidated financial statements
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Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited)
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Revenue: | | |
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Platforms | | $ | | | $ | | |
Transactions | |
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Total revenue | |
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Cost of revenue: | |
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Platforms | |
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Transactions | |
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Total cost of revenue | |
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Gross profit | |
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Operating expenses: | |
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Selling, general and administrative | |
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Depreciation and amortization | |
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Total operating expenses | |
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Income (loss) from operations | |
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Other income | |
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Income (loss) from operations before provision for income taxes | |
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Provision for income taxes | |
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Net income (loss) | |
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Other comprehensive income (loss): | |
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Foreign currency translation | |
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Comprehensive income (loss) | | $ | ( | | $ | | |
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Income (loss) per common share: | | | | | | | |
Basic | | $ | ( | | $ | | |
Diluted | | $ | ( | | $ | | |
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Weighted average common shares outstanding: | | | | | | | |
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See notes to condensed consolidated financial statements
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Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended September 30, 2021
(Unaudited)
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| | Common Stock | | Paid-in | | Accumulated | | Comprehensive | | Stockholders’ | |||||||
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| Amount |
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| Deficit |
| Loss |
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Balance, July 1, 2021 |
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Fair value of vested restricted common stock |
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Repurchase of common stock |
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Common stock issued upon exercise of stock options |
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Net loss for the period |
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Foreign currency translation |
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Balance, September 30, 2021 |
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See notes to condensed consolidated financial statements
5
Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended September 30, 2020
(Unaudited)
| | | | | | | Additional | | | | | Other | | Total | |||
| | Common Stock | | Paid-in | | Accumulated | | Comprehensive | | Stockholders’ | |||||||
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| Amount |
| Capital |
| Deficit |
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Balance, July 1, 2020 |
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Fair value of vested restricted common stock |
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Repurchase of common stock |
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Common stock issued upon exercise of stock options |
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Net income for the period |
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Foreign currency translation |
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Balance, September 30, 2020 |
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See notes to condensed consolidated financial statements
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Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | Three Months Ended | | ||||
| | September 30, | | ||||
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Cash flow from operating activities: |
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Net income (loss) | | $ | ( | | $ | | |
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
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Depreciation and amortization | |
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Amortization of lease right | |
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Fair value of vested stock options | |
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Fair value of vested restricted common stock | |
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Changes in operating assets and liabilities: | |
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Accounts receivable | |
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Prepaid expenses and other current assets | |
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Prepaid royalties | |
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Accounts payable and accrued expenses | |
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Deferred revenue | |
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Lease liability | |
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Net cash provided by (used in) operating activities | |
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Cash flow from investing activities: | |
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Purchase of property and equipment | |
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Net cash used in investing activities | |
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Cash flow from financing activities: | |
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Proceeds from the exercise of stock options | | | | | | | |
Common stock repurchase | | | ( | | | ( | |
Net cash used in financing activities | |
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Effect of exchange rate changes | |
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Net increase (decrease) in cash and cash equivalents | |
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Cash and cash equivalents, beginning of period | |
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Cash and cash equivalents, end of period | | $ | | | $ | | |
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Supplemental disclosures of cash flow information: | |
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Cash paid for income taxes | | $ | | | $ | | |
See notes to condensed consolidated financial statements
7
RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended September 30, 2021 and 2020 (Unaudited)
Note 1. Organization, Nature of Business and Basis of Presentation
Organization
Research Solutions, Inc. (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with
Nature of Business
We provide
Platforms
Our cloud-based SaaS research 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 components. An alternative to manual data filtering, identification and extraction, the apps 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 continue to develop new apps in order to build an ecosystem of apps. Together, these apps 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; in many cases under one minute. This service is generally known in the industry
8
as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.
Principles of Consolidation
The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.
Note 2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $
Cash denominated in Euros with a US Dollar equivalent of $
The Company has
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The following table summarizes accounts receivable concentrations:
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| | As of |
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| | September 30, | | | June 30, |
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| | 2021 |
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| 2021 | |
Customer A | | | % | | | % |
The following table summarizes vendor concentrations:
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| | September 30, |
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| | 2021 |
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Vendor A | | | % | | | % | |
Vendor B | | | % | | | % | |
Revenue Recognition
The Company accounts for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASC 606"). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. The Company adopted the guidance of ASC 606 on July 1, 2018.
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations in the contract; and |
| ● | recognize revenue as the performance obligation is satisfied. |
Platforms
We charge a subscription fee that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
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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.
Revenue by Geographical Region
The following table summarizes revenue by geographical region:
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| | September 30, |
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United States |
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Europe | |
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Rest of World | |
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Total | | $ | |
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Accounts Receivable by Geographical Region
The following table summarizes accounts receivable by geographical region:
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| | As of September 30, 2021 |
| | As of June 30, 2021 | | ||||||
United States |
| $ | |
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Europe | |
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Rest of World | |
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Total | | $ | |
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Deferred Revenue
Contract liabilities, such as deferred revenue, exist where the Company has the obligation to transfer services to a customer for which the entity has received consideration, or when the consideration is due, from the customer.
Cash payments received or due in advance of performance are recorded as deferred revenue. Deferred revenue is primarily comprised of cloud-based software subscriptions which are generally billed in advance. The deferred revenue balance is presented as a current liability on the Company's consolidated balance sheets.
Cost of Revenue
Platforms
Cost of Platform revenue consists primarily of personnel costs of our operations team, and to a lesser extent managed hosting providers and other third-party service and data providers.
Transactions
Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers.
Stock-Based Compensation
The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company accounts for such grants issued and vesting based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period.
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The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.
Under ASC 718, Repurchase or Cancellation of equity awards, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.
Foreign Currency
The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.
Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $
The following table summarizes the exchange rates used:
| | Three Months Ended |
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| June 30, | ||||
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Period end Euro : US Dollar exchange rate | | | | | | | | |
Average period Euro : US Dollar exchange rate |
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Period end Mexican Peso : US Dollar exchange rate |
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Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. At September 30, 2021 potentially dilutive securities include options to acquire
Basic and diluted net loss per common share is the same for the three months ended September 30, 2021 because all stock options, warrants, and unvested restricted common stock are anti-dilutive. For the three months ended September
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30, 2020, the calculation of diluted earnings per share includes unvested restricted common stock, stock options and warrants, calculated under the treasury stock method.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Note 3. Line of Credit
The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $
There were
Note 4. Stockholders’ Equity
Stock Options
In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from
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The majority of awards issued under the Plan vest immediately or over
The following table summarizes vested and unvested stock option activity:
| | All Options | | Vested Options | | Unvested Options | |||||||||
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| Weighted |
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| | | | Average | | | | Average | | | | Average | |||
| | | | Exercise | | | | Exercise | | | | Exercise | |||
| | Shares | | Price | | Shares | | Price | | Shares | | Price | |||
Outstanding at June 30, 2021 |
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| $ | |
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| |
| $ | |
Granted |
| |
| | |
| — |
| | — |
| |
| | |
Options vesting |
| — |
| | — |
| |
| | |
| ( |
| | |
Exercised |
| ( |
| | |
| ( |
| | |
| — |
| | — |
Forfeited |
| — |
| | — |
| — |
| | — |
| — |
| | — |
Repurchased |
| — |
| | — |
| — |
| | — |
| — |
| | — |
Outstanding at September 30, 2021 |
| | | $ | |
| | | $ | |
| | | $ | |
The weighted average remaining contractual life of all options outstanding as of September 30, 2021 was
During the three months ended September 30, 2021, the Company granted
The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the three months ended September 30, 2021 and 2020.
| | | | | | |
| | Three Months Ended |
| | ||
| | September 30, | | | ||
|
| 2021 |
| 2020 | | |
Expected dividend yield |
| | % | | % | |
Risk-free interest rate |
| % | % | | ||
Expected life (in years) |
|
| | | ||
Expected volatility |
| % | % | | ||
14
Additional information regarding stock options outstanding and exercisable as of September 30, 2021 is as follows:
| | | | | | | |
| Option |
| |
| Remaining |
| |
| Exercise | | Options | | Contractual | | Options |
| Price | | Outstanding | | Life (in years) | | Exercisable |
$ | |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| |
| |
|
| | |
| | | | | | | |
| | | | | | — | |
| |
| |
|
| | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | — | |
| | | | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total | | | | |
15
Warrants
The following table summarizes warrant activity:
| | | | | |
|
| |
| Weighted | |
| | | | Average | |
| | Number of | | Exercise | |
| | Warrants | | Price | |
Outstanding, June 30, 2021 |
| | | $ | |
Granted |
| — | |
| — |
Exercised |
| — | |
| — |
Repurchased |
| — | |
| — |
Expired/Cancelled |
| — | |
| — |
Outstanding, September 30, 2021 |
| | | $ | |
Exercisable, June 30, 2021 |
| | | $ | |
Exercisable, September 30, 2021 |
| | | $ | |
The intrinsic value for all warrants outstanding as of September 30, 2021 was $
Additional information regarding warrants outstanding and exercisable as of September 30, 2021 is as follows:
| | | | | | | |
|
| |
| Remaining |
| | |
| Warrant | | Warrants | | Contractual | | Warrants |
| Exercise Price | | Outstanding | | Life (in years) | | Exercisable |
$ | |
| |
|
| | |
| Total |
| |
|
|
| |
Restricted Common Stock
Prior to July 1, 2021, the Company issued
During the three months ended September 30, 2021, the Company issued an additional
The total fair value of restricted common stock vesting during the three months ended September 30, 2021 was $
16
The following table summarizes restricted common stock activity:
| | | | | | | | |
|
| |
| | |
| Weighted | |
| | | | | | | Average | |
| | Number of | | | | | Grant Date | |
| | Shares | | Fair Value | | Fair Value | ||
Non-vested, June 30, 2021 |
| | | $ | | | $ | |
Granted |
| | |
| | |
| |
Vested |
| ( | |
| ( | |
| |
Forfeited |
| — | |
| — | |
| — |
Non-vested, September 30, 2021 |
| | | $ | | | $ | |
Common Stock Repurchases
Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $
During the three months ended September 30, 2021, the Company repurchased
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.
Note 5. Contingencies
COVID-19
The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.
To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.
The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.
Note 6. Subsequent Events
On October 4, 2021, the Company issued William Nurthen
17
On November 5, 2021, the Company issued
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Notice Regarding Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations for the three months ended September 30, 2021 and 2020 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
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, 2021: 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: a cloud-based software-as-a-service (“SaaS”) research platform (“Platforms”) typically sold via annual auto-renewing license agreements and the sale of published scientific, technical, and medical (“STM”) content sold as individual articles (“Transactions”) either stand alone or via the Platform. When customers utilize the Platform to purchase Transactions it is packaged as a single solution that enables life science and other research intensive organizations to accelerate their research and development activities with faster, access and management of STM articles used throughout the intellectual property development lifecycle. The Platform typically delivers a ROI to the customer via more effectively managing Transaction costs and saving researchers time during the research process.
Platforms
Our cloud-based SaaS research 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 components. An alternative to manual data filtering, identification and extraction, the apps 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 continue to develop new apps in order to build an ecosystem of apps. Together, these apps 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.
19
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; in many cases under one minute. 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.
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
We account for revenue in accordance with 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.
20
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations in the contract; and |
| ● | recognize revenue as the performance obligation is satisfied. |
Platforms
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
The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
21
Recent Accounting Pronouncements
Please refer to footnote 2 to the condensed consolidated financial statements contained elsewhere in this Form 10-Q for a discussion of Recent Accounting Pronouncements.
Quarterly Information (Unaudited)
The following table sets forth unaudited and quarterly financial data for the most recent eight quarters:
|
| Sept. 30, | | June 30, |
| Mar. 31, | | Dec. 31, |
| Sept. 30, |
| June 30, |
| Mar. 31, |
| Dec. 31, | ||||||||
| | 2021 |
| 2021 |
| 2021 |
| 2020 |
| 2020 |
| 2020 |
| 2020 |
| 2019 | ||||||||
Revenue: |
| |
| | |
|
| |
| | |
|
| |
|
| |
|
| |
|
| |
|
Platforms | | $ | 1,509,874 | | $ | 1,429,160 | | $ | 1,344,183 | | $ | 1,220,535 | | $ | 1,141,688 | | $ | 1,066,630 | | $ | 1,017,789 | | $ | 949,825 |
Transactions | |
| 6,232,630 | |
| 6,788,494 | |
| 6,996,349 | |
| 6,229,200 | |
| 6,606,737 | |
| 6,819,150 | |
| 7,029,617 | |
| 6,580,613 |
Total revenue | |
| 7,742,504 | |
| 8,217,654 | |
| 8,340,532 | |
| 7,449,735 | |
| 7,748,425 | |
| 7,885,780 | |
| 8,047,406 | |
| 7,530,438 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Platforms | |
| 245,656 | |
| 257,320 | |
| 233,696 | |
| 217,003 | |
| 203,952 | |
| 153,241 | |
| 177,919 | |
| 162,508 |
Transactions | |
| 4,836,473 | |
| 5,218,118 | |
| 5,404,196 | |
| 4,841,150 | |
| 5,094,897 | |
| 5,224,006 | |
| 5,330,473 | |
| 5,094,130 |
Total cost of revenue | |
| 5,082,129 | |
| 5,475,438 | |
| 5,637,892 | |
| 5,058,153 | |
| 5,298,849 | |
| 5,377,247 | |
| 5,508,392 | |
| 5,256,638 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Platforms | |
| 1,264,218 | |
| 1,171,840 | |
| 1,110,487 | |
| 1,003,532 | |
| 937,736 | |
| 913,389 | |
| 839,870 | |
| 787,317 |
Transactions | |
| 1,396,157 | |
| 1,570,376 | |
| 1,592,153 | |
| 1,388,050 | |
| 1,511,840 | |
| 1,595,144 | |
| 1,699,144 | |
| 1,486,483 |
Total gross profit | |
| 2,660,375 | |
| 2,742,216 | |
| 2,702,640 | |
| 2,391,582 | |
| 2,449,576 | |
| 2,508,533 | |
| 2,539,014 | |
| 2,273,800 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Sales and marketing | |
| 522,951 | |
| 521,220 | |
| 566,713 | |
| 487,571 | |
| 498,374 | |
| 692,096 | |
| 626,956 | |
| 638,837 |
Technology and product dev. | |
| 821,460 | |
| 732,371 | |
| 664,195 | |
| 624,747 | |
| 622,961 | |
| 537,830 | |
| 536,238 | |
| 548,719 |
General and administrative | |
| 1,497,223 | |
| 1,354,244 | |
| 1,233,603 | |
| 1,118,750 | |
| 1,161,061 | |
| 1,132,483 | |
| 1,230,580 | |
| 1,270,375 |
Depreciation and amortization | |
| 2,896 | |
| 2,694 | |
| 2,066 | |
| 3,039 | |
| 3,723 | |
| 3,746 | |
| 5,510 | |
| 6,840 |
Stock-based comp. expense | |
| 171,110 | |
| 221,589 | |
| 179,345 | |
| 435,949 | |
| 170,791 | |
| 143,054 | |
| 142,237 | |
| 523,632 |
Foreign currency transaction loss (gain) | |
| 11,243 | |
| (890) | |
| 6,648 | |
| (17,469) | |
| (24,249) | |
| 4,214 | |
| 8,648 | |
| (5,456) |
Total operating expenses | |
| 3,026,883 | |
| 2,831,228 | |
| 2,652,570 | |
| 2,652,587 | |
| 2,432,661 | |
| 2,513,423 | |
| 2,550,169 | |
| 2,982,947 |
Other income (expenses and income taxes) | |
| (5,494) | |
| 136 | |
| (322) | |
| 399 | |
| (2,270) | |
| 4,331 | |
| 23,101 | |
| 25,721 |
Income (loss) from continuing operations | |
| (372,002) | |
| (88,876) | |
| 49,748 | |
| (260,606) | |
| 14,645 | |
| (559) | |
| 11,946 | |
| (683,426) |
Gain on sale of discontinued operations | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 91,254 |
Net income (loss) | |
| (372,002) | |
| (88,876) | |
| 49,748 | |
| (260,606) | |
| 14,645 | |
| (559) | |
| 11,946 | |
| (592,172) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Income (loss) per share from continuing operations | | $ | (0.01) | | $ | — | | $ | — | | $ | (0.01) | | $ | — | | $ | — | | $ | — | | $ | (0.03) |
Income per share from discontinued operations | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Net income (loss) per share | | $ | (0.01) | | $ | — | | $ | — | | $ | (0.01) | | $ | — | | $ | — | | $ | — | | $ | (0.03) |
Basic weighted average common shares outstanding | |
| 26,277,116 | |
| 26,145,794 | |
| 26,027,665 | |
| 25,988,117 | |
| 25,898,900 | |
| 25,815,163 | |
| 24,960,394 | |
| 24,185,966 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Income (loss) per share from continuing operations | | $ | (0.01) | | $ | — | | $ | — | | $ | (0.01) | | $ | — | | $ | — | | $ | — | | $ | (0.03) |
Income per share from discontinued operations | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Net income (loss) per share | | $ | (0.01) | | $ | — | | $ | — | | $ | (0.01) | | $ | — | | $ | — | | $ | — | | $ | (0.03) |
Diluted weighted average common shares outstanding | |
| 26,277,116 | |
| 26,145,794 | |
| 26,565,892 | |
| 25,988,117 | |
| 26,511,180 | |
| 25,815,163 | |
| 25,717,403 | |
| 24,185,966 |
22
Comparison of the Three Months Ended September 30, 2021 and 2020
Results of Operations
| | Three Months Ended September 30, |
| |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| |||
| | | | | | | | | | | | |
Revenue: |
| |
|
| |
|
| |
|
|
| |
Platforms | | $ | 1,509,874 | | $ | 1,141,688 | | $ | 368,186 |
| 32.2 | % |
Transactions | |
| 6,232,630 | |
| 6,606,737 | |
| (374,107) |
| (5.7) | % |
Total revenue | |
| 7,742,504 | |
| 7,748,425 | |
| (5,921) |
| (0.1) | % |
| | | | | | | | | | | | |
Cost of revenue: | |
|
| |
|
| |
|
|
|
| |
Platforms | |
| 245,656 | |
| 203,952 | |
| 41,704 |
| 20.4 | % |
Transactions | |
| 4,836,473 | |
| 5,094,897 | |
| (258,424) |
| (5.1) | % |
Total cost of revenue | |
| 5,082,129 | |
| 5,298,849 | |
| (216,720) |
| (4.1) | % |
| | | | | | | | | | | | |
Gross profit: | |
|
| |
|
| |
|
|
|
| |
Platforms | |
| 1,264,218 | |
| 937,736 | |
| 326,482 |
| 34.8 | % |
Transactions | |
| 1,396,157 | |
| 1,511,840 | |
| (115,683) |
| (7.7) | % |
Total gross profit | |
| 2,660,375 | |
| 2,449,576 | |
| 210,799 |
| 8.6 | % |
| | | | | | | | | | | | |
Operating expenses: | |
|
| |
|
| |
|
|
|
| |
Sales and marketing | |
| 522,951 | |
| 498,374 | |
| 24,577 |
| 4.9 | % |
Technology and product development | |
| 821,460 | |
| 622,961 | |
| 198,499 |
| 31.9 | % |
General and administrative | |
| 1,497,223 | |
| 1,161,061 | |
| 336,162 |
| 29.0 | % |
Depreciation and amortization | |
| 2,896 | |
| 3,723 | |
| (827) |
| (22.2) | % |
Stock-based compensation expense | |
| 171,110 | |
| 170,791 | |
| 319 |
| 0.2 | % |
Foreign currency transaction loss (gain) | |
| 11,243 | |
| (24,249) | |
| 35,492 |
| 146.4 | % |
Total operating expenses | |
| 3,026,883 | |
| 2,432,661 | |
| 594,222 |
| 24.4 | % |
| | | | | | | | | | | | |
Income (loss) from operations | |
| (366,508) | |
| 16,915 | |
| (383,423) |
| (2,266.8) | % |
| | | | | | | | | | | | |
Other income | |
| 276 | |
| 235 | |
| 41 |
| 17.4 | % |
| | | | | | | | | | | | |
Income (loss) from operations before provision for income taxes | |
| (366,232) | |
| 17,150 | |
| (383,382) |
| (2,235.5) | % |
Provision for income taxes | |
| (5,770) | |
| (2,505) | |
| (3,265) |
| (130.3) | % |
| | | | | | | | | | | | |
Net income (loss) | | $ | (372,002) | | $ | 14,645 | |
| (386,647) |
| (2,640.1) | % |
Revenue
| | Three Months Ended September 30, |
| |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| |||
Revenue: |
| |
|
| |
|
| |
|
|
| |
Platforms | | $ | 1,509,874 | | $ | 1,141,688 | | $ | 368,186 |
| 32.2 | % |
Transactions | |
| 6,232,630 | |
| 6,606,737 | |
| (374,107) |
| (5.7) | % |
Total revenue | | $ | 7,742,504 | | $ | 7,748,425 | | $ | (5,921) |
| (0.1) | % |
23
Total revenue decreased $5,921, or 0.1%, for the three months ended September 30, 2021 compared to the prior year, due to the following:
Category |
| Impact | Key Drivers | |||
Platforms |
| ↑ | | $ | 368,186 | 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 |
| ↓ | | $ | (374,107) | Decreased primarily due to lower order volume. |
Cost of Revenue
| | Three Months Ended September 30, |
| |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| |||
Cost of Revenue: |
| |
|
| |
|
| |
|
|
| |
Platforms | | $ | 245,656 | | $ | 203,952 | | $ | 41,704 |
| 20.4 | % |
Transactions | |
| 4,836,473 | |
| 5,094,897 | |
| (258,424) |
| (5.1) | % |
Total cost of revenue | | $ | 5,082,129 | | $ | 5,298,849 | | $ | (216,720) |
| (4.1) | % |
| | Three Months Ended |
| ||||
| | September 30, | | ||||
|
| 2021 |
| 2020 |
| % Change * |
|
As a percentage of revenue: |
|
|
|
|
|
| |
Platforms |
| 16.3 | % | 17.9 | % | (1.6) | % |
Transactions |
| 77.6 | % | 77.1 | % | 0.5 | % |
Total |
| 65.6 | % | 68.4 | % | (2.8) | % |
* | 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 2.8%, from 68.4% for the previous year to 65.6%, for the three months ended September 30, 2021.
|
| Impact as percentage |
| | ||
Category | | of revenue | | Key Drivers | ||
Platforms |
| ↓ |
| 1.6 | % | Decreased primarily due to proportionally lower personnel costs. |
Transactions |
| ↑ |
| 0.5 | % | Increased primarily due to proportionally higher personnel costs. |
Gross Profit
| | Three Months Ended September 30, |
| |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| |||
Gross Profit: |
| |
|
| |
|
| |
|
|
| |
Platforms | | $ | 1,264,218 | | $ | 937,736 | | $ | 326,482 |
| 34.8 | % |
Transactions | |
| 1,396,157 | |
| 1,511,840 | |
| (115,683) |
| (7.7) | % |
Total gross profit | | $ | 2,660,375 | | $ | 2,449,576 | | $ | 210,799 |
| 8.6 | % |
| | Three Months Ended |
| ||||
| | September 30, | | ||||
|
| 2021 |
| 2020 |
| % Change* |
|
As a percentage of revenue: |
|
|
|
|
|
| |
Platforms |
| 83.7 | % | 82.1 | % | 1.6 | % |
Transactions |
| 22.4 | % | 22.9 | % | (0.5) | % |
Total |
| 34.4 | % | 31.6 | % | 2.8 | % |
24
* | The difference between current and prior period gross profit as a percentage of revenue |
Operating Expenses
| | Three Months Ended September 30, |
| | |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| | |||
Operating Expenses: |
| |
|
| |
|
| |
|
|
| | |
Sales and marketing | | $ | 522,951 | | $ | 498,374 | | $ | 24,577 |
| 4.9 | % | |
Technology and product development | |
| 821,460 | |
| 622,961 | |
| 198,499 |
| 31.9 | % | |
General and administrative | |
| 1,497,223 | |
| 1,161,061 | |
| 336,162 |
| 29.0 | % | |
Depreciation and amortization | |
| 2,896 | |
| 3,723 | |
| (827) |
| (22.2) | % | |
Stock-based compensation expense | |
| 171,110 | |
| 170,791 | |
| 319 |
| 0.2 | % | |
Foreign currency transaction loss (gain) | |
| 11,243 | |
| (24,249) | |
| 35,492 |
| 146.4 | % | |
Total operating expenses | | $ | 3,026,883 | | $ | 2,432,661 | | $ | 594,222 |
| 24.4 | % | |
Category |
| Impact | Key Drivers | |||
Sales and marketing |
| ↑ | | $ | 24,577 | Increased primarily due to greater consulting expenses partially offset by lower advertising media spend and personnel costs. |
Technology and product development |
| ↑ | | $ | 198,499 | Increased due to greater consulting and recruiting expenses and personnel costs. |
General and administrative |
| ↑ | | $ | 336,162 | Increased due to greater consulting and legal expenses and personnel costs. |
Net Income (Loss)
| | Three Months Ended September 30, |
| |||||||||
|
| 2021 |
| 2020 |
| $ Change |
| % Change |
| |||
Net Income (Loss): |
| |
|
| |
|
| |
|
|
| |
Income (loss) | | $ | (372,002) | | $ | 14,645 | | $ | (386,647) |
| (2,640.1) | % |
Net loss increased $386,647 or 2,640.1%, for the three months ended September 30, 2021 compared to the prior year, primarily due to increased operating expenses, partially offset by increased gross profit as described above.
Liquidity and Capital Resources
| | Three Months Ended September 30, | ||||
| | 2021 | | 2020 | ||
Consolidated Statements of Cash Flow Data: | | | |
| | |
Net cash provided by (used in) operating activities | | $ | (72,247) | | $ | 923,473 |
Net cash used in investing activities | |
| (3,643) | |
| (4,304) |
Net cash used in financing activities | |
| (54,481) | |
| (44,295) |
| | | | | | |
Effect of exchange rate changes | |
| (2,630) | |
| 903 |
Net increase (decrease) in cash and cash equivalents | |
| (133,001) | |
| 875,777 |
Cash and cash equivalents, beginning of period | |
| 11,004,337 | |
| 9,311,556 |
Cash and cash equivalents, end of period | | $ | 10,871,336 | | $ | 10,187,333 |
Liquidity
As of September 30, 2021, we had cash and cash equivalents of $10,871,336, compared to $11,004,337 as of June 30, 2021, a decrease of $133,001. This decrease was primarily due to cash used in operating activities.
25
Operating Activities
Net cash used in operating activities was $72,247 for the three months ended September 30, 2021 and resulted primarily from a net loss of $372,002, a decrease in accounts payable and accrued expenses of $225,462 and a decrease in deferred revenue of $365,760, partially offset by a decrease in prepaid royalties of $639,765 and a decrease in prepaid expenses and other current assets of $62,439.
Net cash provided by operating activities was $923,473 for the three months ended September 30, 2020 and resulted primarily from an increase in accounts payable and accrued expenses of $1,032,896, partially offset by an increase in prepaid royalties of $322,191.
Investing Activities
Net cash used in investing activities was $3,643 for the three months ended September 30, 2021 and resulted from the purchase of property and equipment.
Net cash used in investing activities was $4,304 for the three months ended September 30, 2020 and resulted from the purchase of property and equipment.
Financing Activities
Net cash used in financing activities was $54,481 for the three months ended September 30, 2021 and resulted from the repurchase of common stock of $54,481.
Net cash used in financing activities was $44,295 for the three months ended September 30, 2020 and resulted from the repurchase of common stock of $58,395, partially offset by the proceeds from the exercise of stock options of $14,100.
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 September 30, 2021. 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 September 30, 2021. The line of credit was secured by our consolidated assets.
There were no outstanding borrowings under the line as of September 30, 2021 and June 30, 2021, respectively. As of September 30, 2021, there was approximately $1,890,000 of available credit.
Non-GAAP Measure – Adjusted EBITDA
In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation, income from discontinued operations and gain on sale of discontinued operations. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You
26
are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three months ended September 30, 2021 and 2020:
|
| Three Months Ended | |||||||
|
| September 30, | |||||||
| | 2021 |
| 2020 |
| $ Change | |||
Net income (loss) | | $ | (372,002) | | $ | 14,645 | | $ | (386,647) |
Add (deduct): | |
| | |
| | |
|
|
Other (income) expense | |
| (276) | |
| (235) | |
| (41) |
Foreign currency transaction loss (gain) | |
| 11,243 | |
| (24,249) | |
| 35,492 |
Provision for income taxes | |
| 5,770 | |
| 2,505 | |
| 3,265 |
Depreciation and amortization | |
| 2,896 | |
| 3,723 | |
| (827) |
Stock-based compensation | |
| 171,110 | |
| 170,791 | |
| 319 |
Adjusted EBITDA | | $ | (181,259) | | $ | 167,180 | | $ | (348,439) |
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| ● | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| ● | Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on
27
Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2021, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1A. Risk Factors.
The COVID-19 pandemic may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.
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.
28
To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows. However, the COVID-19 pandemic’s continued impact on the economy and our customers may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.
The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements for the fiscal quarter ended September 30, 2021, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 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. As of June 30, 2021, $349,263 remained under the current authorization to repurchase our outstanding common stock from our employees.
During the three months ended September 30, 2021, we repurchased 21,365 shares of our common stock from employees at an average market price of approximately $2.55 per share for an aggregate amount of $54,481. As of September 30, 2021, $294,782 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.
The following table summarizes repurchases of our common stock on a monthly basis:
|
| |
| | |
| Total Number of Shares |
| Approximate Dollar Value | |
| | Total Number | | Average | | Purchased as Part of | | of Shares that May Yet Be | ||
| | of Shares | | Price Paid | | Publicly Announced | | Purchased Under the | ||
Period | | Purchased1 | | per Share | | Plans or Programs | | Plans or Programs | ||
July 2021 |
| — |
| | — |
| — | | $ | 349,263 |
August 2021 |
| — |
| | — |
| — | | $ | 349,263 |
September 2021 |
| 21,365 | | $ | 2.55 |
| — | | $ | 294,782 |
Total |
| 21,365 | | $ | 2.55 |
| — | |
| — |
1 Consists of shares of common stock purchased from an employee to satisfy tax obligations in connection with the vesting of stock incentive awards.
Item 6. Exhibits
EXHIBIT INDEX
Exhibit | Description |
10.1 | |
10.2 | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
29
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32.1 | |
32.2 | |
101.INS | INLINE XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF | XBRL Taxonomy Extension Definition Linkbase |
101.LAB | XBRL Taxonomy Extension Label Linkbase |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* Furnished herewith
++ Indicates management contract or compensatory plan
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RESEARCH SOLUTIONS, INC. | |
|
| |
| By: | /s/ Roy W. Olivier |
|
| Roy W. Olivier |
Date: November 12, 2021 |
| Chief Executive Officer and President (Principal Executive Officer) |
| ||
| By: | /s/ William Nurthen |
|
| William Nurthen |
Date: November 12, 2021 |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
31
Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Roy W. Olivier, an individual (“you” or “your”), and Research Solutions, Inc., a Nevada corporation (the “Company”), and amends and restates that certain Executive Employment Agreement among the Company, Reprints Desk, Inc. and you, originally dated as of March 29, 2021. This Agreement was executed by the parties on October 4, 2021 (the “Execution Date”) to be effective as of October 4, 2021 (the “Effective Date”).
In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:
| | |
| | |
Notwithstanding the foregoing, however, and solely in the event that no stock of the Corporation was readily tradeable on an established securities market, or otherwise, immediately before a Change of Control, at your election and provided you cooperate and timely execute any requisite documentation including required waivers of compensation, the Company agrees (if permitted under applicable law) to submit the Total Payments to a vote of its stockholders in accordance
| -2- | |
| | |
with Section 280G of the Code and the Treasury regulations and related guidance promulgated thereunder such that, if approved, none of the Total Payments shall be deemed to be parachute payments as defined under the Code.
If you submit your payments and benefits to a 280G stockholder vote and the requisite approval is not obtained or there is otherwise a reduction of Total Payments in accordance with this Section 5, then the reduction of Total Payments will occur in the manner you elect in writing prior to the date of payment; provided, however, that if the manner elected by you pursuant to this sentence could in the opinion of the Company result in any of the Total Payments becoming subject to Section 409A of the Code, then the following sentence will instead apply. If any of the Total Payments is subject to Section 409A of the Code, if you fail to elect an order under the preceding sentence or if no such election is permitted, then the reduction will occur in the following order: (i) cancellation of acceleration of vesting of any equity compensation awards for which the exercise price (if any) exceeds the then-fair market value of the underlying equity compensation award; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made (that is, later payments will be reduced before earlier payments)); and (iii) cancellation of acceleration of vesting of equity compensation awards not covered under (i) above; provided, however, that in the event that acceleration of vesting of equity compensation awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of such equity compensation awards (that is, later equity compensation awards will be canceled before earlier equity compensation awards). “Equity compensation awards” means (i) all shares of stock; (ii) all options and other rights to purchase shares of stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of stock.
| -3- | |
| | |
Prior to your termination for Cause, you will be provided with written notice from the Company describing the conduct forming the basis for the alleged Cause. To the extent curable (as determined by the Board in its discretion), you will have an opportunity of twenty (20) days to cure such conduct and consequences before the Company may terminate you for Cause. Any termination for “Cause” will not limit any other right or remedy the Company may have under this Agreement or otherwise.
In the event your employment is terminated by the Company for Cause you will be entitled only to your Accrued Pay, and you will be entitled to no other compensation from the Company.
For the avoidance of doubt, terminations of employment due to death or Disability, which are addressed in Section 7(d) below, are not terminations for Cause.
| -4- | |
| | |
| -5- | |
| | |
For the avoidance of doubt, this Section 7(b) does not apply to terminations of employment due to death or Disability which are addressed in Section 7(d) below.
| -6- | |
| | |
| -7- | |
| | |
| -8- | |
| | |
| -9- | |
| | |
| -10- | |
| | |
| -11- | |
| | |
Please acknowledge your acceptance and understanding of this Agreement by signing and returning it to the undersigned. A copy of this signed Agreement will be sent to you for your records.
AGREED: | |
| |
RESEARCH SOLUTIONS, INC. | ROY W. OLIVIER |
| |
BY: | |
NAME: Eugene Robin TITLE: Comp. Committee Chairman | (signature) |
| -12- | |
| | |
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 4th day of October, 2021, by and between William A. Nurthen (“Executive”) and Research Solutions, Inc., a Nevada corporation (“Company”).
RECITALS
The Company desires to employ Executive in the position of Chief Financial Officer, and Executive desires to be so employed by the Company, on the terms and conditions set forth herein.
As a result of Executive’s employment with the Company as Chief Financial Officer, Executive will have access to and be entrusted with valuable information about the Company’s business and customers, including trade secrets and confidential information.
The Parties believe it is in their best interests to make provision for certain aspects of their relationship during and after the period in which Executive is employed by the Company.
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Executive (collectively, “Parties” and individually, “Party”), the Parties agree as follows:
ARTICLE I
EMPLOYMENT
1.1Position and Duties. During the term of Executive’s employment under this Agreement, Executive shall hold the position of Chief Financial Officer of the Company and shall be subject to the authority of, and shall report to, the President and Chief Executive Officer (“CEO”) of the Company. Executive’s duties and responsibilities as Chief Financial Officer shall include all those customarily attendant to such position and other duties and responsibilities as may be assigned from time to time by the Company’s President and/or CEO and/or the Board of Directors of the Company (“Board”). At all times, Executive shall devote Executive’s entire business time, attention and energies exclusively to the business interests of the Company while employed by the Company, except as otherwise specifically approved in writing by or on behalf of the President and/or CEO. Nothing herein shall preclude Executive from (i) serving as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations subject to your notifying the Board of such activities or (ii) engaging in charitable activities and community affairs.
1.2At-Will Employment. The term of Executive’s employment under this Agreement shall be for an indefinite period and may be terminated by either Party at any time and for any reason or no reason upon written notice to the other Party.
ARTICLE II
COMPENSATION AND OTHER BENEFITS
2.1Base Salary. During the term of Executive’s employment under this Agreement, the Company shall pay Executive an annual salary of Two Hundred Eighty-four Thousand dollars ($284,000) (“Base Salary”), payable in accordance with the normal payroll practices and schedule of the Company. Notwithstanding the foregoing, the Base Salary shall be subject to annual review by the President and/or CEO and shall be subject to increase, but not decrease, based on the
recommendation of the President and/or CEO as approved by the Compensation Committee of the Board (Compensation Committee); provided, however, that the Company may reduce Executive’s Base Salary if (a) Executive’s Base Salary is reduced as part of a general reduction in the base salaries for all executive officers of the Company or (b) Executive’s Base Salary is reduced for Cause (defined below), and Executive acknowledges and agrees that any reduction in Base Salary due to the circumstances specified in Section 2.1(a) or (b), above, shall not constitute Good Reason (as defined in Section 3.1(f), below).
2.2Bonuses. During the term of Executive’s employment under this Agreement, Executive will be eligible to participate in the Company’s Management Bonus Plan (“Bonus Plan”), the specifics of which are determined from time to time by the Compensation Committee. The Parties acknowledge and agree that, under the Company’s current Bonus Plan, the annualized bonus amount which Executive would be eligible to receive if one hundred percent (100%) of such Bonus Plan targets were met would be One Hundred Eighty-four Thousand dollars ($184,000). Executive will also be eligible to participate in the Company’s Long Term Equity Bonus Plan. Executive acknowledges and agrees that these Bonus Plans may be changed from time to time at the discretion of the Compensation Committee.
2.3Equity. During the term of Executive’s employment under this Agreement, Executive also shall be eligible to participate in stock option and equity plans and grants, if any, that are offered to senior executive/officer employees of the Company, as determined by the Compensation Committee from time to time. Upon commencement of employment, Executive shall receive a grant of 100,000 shares of restricted stock (“Initial Grant”) vesting over a four (4) year period (1 year cliff, and then quarterly). The Initial Grant will be subject to the provisions of the Company’s equity plans.
2.4Perquisites, Benefits and Other Compensation. During the term of Executive’s employment under this Agreement, and subject to the express provisions of this Article II, Executive will be entitled to receive perquisites and benefits provided by the Company to its senior executive employees, subject to the eligibility criteria related to such perquisites and benefits, and to such changes, additions, or deletions to such perquisites and benefits as the Company may make from time to time, as well as such other perquisites or benefits as may be specified from time to time at the sole discretion of the Board and/or the Compensation Committee, as applicable.
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ARTICLE III
TERMINATION
3.1Termination Not In Connection With A Change In Control.
(a) | Termination Without Cause. Subject to Section 3.2, below, the Company may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time without Cause (defined below). |
(b) | Termination For Cause. Subject to Section 3.2, below, the Company may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time for Cause (defined below) by giving written notice to Executive stating the basis for such termination, effective |
immediately upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall mean any of the following: (1) Executive has, in a material way, breached this Agreement or the fiduciary duty he owes to the Company or any other legal obligation or duty he owes to the Company, which breach remains uncured, if possible to cure, to the reasonable satisfaction of the Company for thirty (30) calendar days after Executive receives written notice thereof from the Company that specifies in reasonable detail the alleged breach; (2) Executive has committed gross negligence or willful misconduct in the performance of Executive’s duties for the Company; (3) Executive has failed in a material way to follow reasonable instructions from the President and/or CEO and/or the Board (provided such instructions are not in conflict, with the instructions of the Board governing in the event of any conflict), consistent with this Agreement, concerning the operations or business of the Company, which failure remains uncured, if possible to cure, to the reasonable satisfaction of the Company for thirty (30) calendar days after Executive receives written notice thereof from the Company that specifies in reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of which substantially relate to Executive’s employment duties with the Company; (5) Executive has misappropriated or embezzled funds or property of the Company or engaged in any act of dishonesty that involves the business of the Company or causes material damage to the Company; and (6) Executive attempts to misappropriate or misappropriates a corporate opportunity of the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to such transaction.
(c) | Termination by Death or Disability. Subject to Section 3.2, below, Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) shall terminate automatically, effective immediately and without any notice being necessary, upon Executive’s death or a determination of Disability of Executive. For purposes of this Agreement, “Disability” |
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means the inability of Executive, due to a physical or mental impairment, to perform the essential functions of Executive’s job with the Company, with or without a reasonable accommodation, for ninety (90) consecutive business days or one hundred twenty (120) business days in the aggregate during any 365-day period. A determination of Disability shall be made by the President and/or CEO and/or the Board, which may, at their sole discretion, consult with a physician or physicians satisfactory to the President and/or CEO and/or the Board, and Executive shall cooperate with any efforts to make such determination. Any such determination shall be conclusive and binding on the Parties. Any determination of Disability under this Section 3.1(c) is not intended to alter any benefits any Party may be entitled to receive under any long-term disability insurance policy carried by either the Company or Executive with respect to Executive, which benefits shall be governed solely by the terms of any such insurance policy.
(d) | Termination by Retirement. Subject to Section 3.2, below, Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) shall terminate automatically, effective upon Executive’s retirement in accordance with the Company’s retirement plan or policy should a retirement plan or policy for senior executives of the Company be adopted. |
(e) | Termination by Resignation. Subject to Paragraph 3.2, below, Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) shall terminate automatically, effective immediately upon Executive’s provision of thirty (30) days’ prior written notice to the Company of resignation from employment with the Company or at such other time as may be mutually agreed between the Parties following the provision of such notice. |
(f) | Termination for Good Reason. Subject to Section 3.2, below, Executive may terminate his employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) for Good Reason (defined below). A termination shall only be for Good Reason if: (1) within ninety (90) calendar days of the initial existence of Good Reason, Executive provides written notice of Good Reason to the Company; (2) the Company does not remedy said Good Reason within thirty (30) calendar days of its receipt of such notice; and (3) Executive terminates his employment effective any time after the expiration of such 30-day remedy period prior to the date that is one hundred eighty (180) days after the initial existence of Good Reason. “Good Reason” shall mean the occurrence of any of the following without the written consent of Executive: (a) the Company has breached this Agreement in a material way, which breach remains uncured, if subject to cure, for thirty (30) calendar days after the Company receives written notice thereof from Executive; (b) a material diminution in Executive’s Base Salary, except as permitted under Section 2.1; (c) a material diminution in Executive’s authority, duties, or responsibilities; or (d) a material change in the geographic location at which Executive must perform |
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his services, provided such new location is more than twenty-five (25) miles from the location where Executive is required to perform services prior to the change.
3.2Rights Upon Termination Not In Connection With A Change In Control.
(a) | Section 3.1(a), Section 3.1(c) and Section 3.1(f) Termination. If Executive’s employment is terminated pursuant to Section 3.1(a), Section 3.1(c), or Section 3.1(f), above, Executive or Executive’s estate shall have no further rights against the Company hereunder, except for the right to receive the following: (1) any unpaid Base Salary with respect to the period prior to the effective date of termination and (2) any earned but unpaid bonus due to Executive as of the effective date of termination. With respect to a termination pursuant to Section 3.1(a) or Section 3.1(f), above, Executive shall also receive (1) Executive’s Base Salary, at the rate in effect at the time |
of termination, for twelve (12) months following the effective date of termination; (2) a pro-rata bonus for the fiscal year of the Company in which such termination occurs, based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the actual number of days Executive was employed by the Company during the fiscal year of the Company in which the termination occurs and the denominator of which is 365), less any payment previously made by the Company, if any, with respect to the current fiscal year’s Bonus Plan, payable at the same time bonuses for such year are paid to other senior executives of the Company; (3) acceleration of all outstanding unvested options or restricted stock held by Executive as of the effective date of termination; and (4) continuation of health and welfare benefits for Executive and Executive’s eligible dependents with payment by the Company of its portion of the premiums for Executive’s Company group medical, dental, and vision insurance coverage (or alternative comparable coverage) for up to twelve (12) months after the effective date of termination provided Executive continues to timely pay the same portion (if any) of the necessary premium that Executive was responsible to pay as of immediately before the effective date of termination. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if Executive is offered comparable coverage in connection with employment by another employer. Payment of the amounts specified in subsections (1) and (2) of the immediately preceding sentence shall be made in twelve (12) equal monthly installments following the effective date of termination. Notwithstanding the foregoing, the payment and receipt of the benefits specified in subsections (1), (2) and (3), of that same sentence are contingent upon Executive’s execution of a written severance agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company, and the rescission period of such agreement must expire, without revocation of such release, within sixty (60) days following the effective date of termination. To the extent that payments would otherwise be paid to Executive within the sixty (60) day period following the effective date of termination, such payment(s) shall be made
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following Executive’s execution of such general release and the expiration of the applicable rescission period.
(b) | Section 3.1(b) and Section 3.1(e) Terminations. If Executive’s employment is terminated pursuant to Section 3.1(b), above, or if Executive resigns pursuant to Section 3.1(e), above, Executive shall have no further rights against the Company hereunder, except for the right to receive: (1) any unpaid Base Salary with respect to the period prior to the effective date of termination; and (2) any earned but unpaid bonus due to Executive as of the effective date of termination. |
(c) | Section 3.1(d) Termination. If Executive retires pursuant to Section 3.1(d), above, Executive shall have no further rights against the Company hereunder, except for the right to receive: (1) any unpaid Base Salary with respect to the period prior to the effective date of termination; (2) any earned but unpaid bonus due to Executive as of the effective date of termination; and (3) any additional benefits provided for under the Company’s retirement plan or policy for senior executives, if any. |
3.3Termination In Connection With A Change In Control. Should Executive’s employment be terminated upon the occurrence of or within one (1) year of a “Change in Control,” as defined in the Company’s equity plans, Executive shall be entitled to all the rights set forth in Section 3.2(a) herein including all such additional rights afforded to Executive in Section 3.2(a) with respect to terminations in accordance with Sections 3.1(a) or 3.1(f). Subsequent to this Agreement, Executive and Company may choose to further define rights upon a change of control through the execution of a formal Change of Control Agreement (“COC Agreement”). In the event a COC Agreement is executed between the parties, any termination resulting from a change of control shall be governed exclusively by the COC Agreement.
ARTICLE IV
CONFIDENTIALITY
4.1Confidentiality Obligations. Executive will not, during his employment with the Company, directly or indirectly, use or disclose any Confidential Information or Trade Secrets (defined below) except in the interest and for the benefit of the Company. After the end, for whatever reason, of Executive’s employment with the Company, Executive will not, directly or indirectly, use or disclose any Trade Secrets. For a period of two (2) years following the end, for whatever reason, of Executive’s employment with the Company, Executive will not, directly or indirectly, use or disclose any Confidential Information. Executive further agrees not to, directly or indirectly, use or disclose at any time information received by the Company from others except in accordance with the Company’s contractual or other legal obligations; the Company’s customers are third party beneficiaries of this promise.
4.2Definitions.
(a) | Trade Secret. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source, object or other code created by or for the Company. |
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(b) | Confidential Information. The term “Confidential Information” means all non-Trade Secret or proprietary information of the Company which has value to the Company and which is not known to the public or the Company’s competitors, generally. Confidential Information includes, but is not limited to: (i) inventions, product specifications, information about products under development, research, development or business plans, production know-how and processes, manufacturing techniques, operational methods, equipment design and layout, test results, financial information, customer lists, information about orders and transactions with customers, sales and marketing strategies, plans and techniques, pricing strategies, information relating to sources of materials and production costs, purchasing and accounting information, personnel information and all business records; (ii) information which is marked or otherwise designated or treated as confidential or proprietary by the Company; and (iii) information received by |
the Company from others which the Company has an obligation to treat as confidential.
(c) | Exclusions. Notwithstanding the foregoing, the terms “Trade Secret” and “Confidential Information” shall not include, and the obligations set forth in this Agreement shall not apply to, any information which: (i) can be demonstrated by Executive to have been known by him prior to his employment by the Company; (ii) is or becomes generally available to the public through no act or omission of Executive; (iii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; or (iv) is independently developed by Executive outside the scope of his employment without use of Confidential Information or Trade Secrets. |
ARTICLE V
NON-COMPETITION
5.1Restrictions on Competition During Employment. During Executive’s employment by the Company, Executive shall not, directly or indirectly, compete against the Company, or, directly or indirectly, divert or attempt to divert business from the Company anywhere the Company does business.
5.2Post-Employment Restricted Services Obligation. For two (2) years following termination of Executive’s employment with the Company, for whatever reason, Executive agrees not to, directly or indirectly, provide Restricted Services to any Competitor in the United States.
5.3Definitions.
(a) | Restricted Services. The term “Restricted Services” means employment duties and functions of the type provided by Executive to the Company during the twelve (12) month period prior to the termination, for whatever |
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reason, of Executive’s employment with the Company, as described in Executive’s job description with the Company.
ARTICLE VI
CUSTOMER NON-SOLICITATION
6.1Post-Employment Non-Solicitation of Restricted Customers. For two (2) years following termination of Executive’s employment with the Company, for whatever reason, Executive agrees not to, directly or indirectly, solicit or attempt to solicit any business from any Restricted Customer in any manner which competes with the services or products offered by the Company in the twelve (12) months preceding termination of Executive’s employment with the Company, or to, directly or indirectly, divert or attempt to divert any Restricted Customer’s business from the Company.
6.2Restricted Customer. The term “Restricted Customer” means any individual or entity (a) for whom/which the Company provided services or products, and (b) with whom/which Executive had contact on behalf of the Company, or about whom/which Executive acquired non-public information in connection with his employment by the Company, during the twenty-four (24) month period preceding the end, for whatever reason, of Executive’s employment with the Company; provided, however, that the term “Restricted Customer” shall not include any individual or entity whom/which, through no direct or indirect act or omission of Executive, terminated its business relationship with the Company more than six (6) months prior to the end of Executive’s employment with the Company.
ARTICLE VII
RESTRICTION RELATING TO PRODUCTS OR SERVICES UNDER DEVELOPMENT
BY THE COMPANY
7.1Restriction Relating to Products or Services Under Development by the Company. For two (2) years following termination of Executive’s employment with the Company, for whatever reason, Executive agrees not to, directly or indirectly, develop, market or sell, or attempt to develop, market or sell, on behalf of any Competitor (defined below) in the United States any product or service that is under development by the Company during the twelve (12) month period prior to the termination, for whatever reason, of Executive’s employment with the Company;
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provided, however, that this Article VII shall not apply to any product or service which the Company has not taken steps to market or sell within the twelve (12) month period following the termination, for whatever reason, of Executive’s employment with the Company.
7.2Competitor. For purposes of this Article VII, the term “Competitor” means any entity, including a sole proprietorship, that, as its principal business, enables the discovery, acquisition and management of scholarly journal articles, book chapters and other content in scientific, technical and medical research or that (i) provides offerings of the type sold or serviced by the Company during the twelve (12) month period prior to the termination of your employment (ii) in vertical markets in which the Company sold or serviced its products or services during the twelve (12) month period prior to the termination of your employment; provided, however, that the term “Competitor” shall not include a subsidiary or other corporate division of such an entity which subsidiary or division does not sell or service, or attempt to sell or service, such aforementioned products or services in such vertical markets.
ARTICLE VIII
Business Idea Rights
8.1Assignment. The Company will own, and Executive hereby assigns to the Company, all rights in all Business Ideas. All Business Ideas which are or form the basis for copyrightable works are hereby assigned to the Company and/or shall be assigned to the Company or shall be considered “works for hire” as that term is defined by United States copyright law.
8.2Definition of Business Ideas. The term “Business Ideas” means all ideas, designs, modifications, formulations, specifications, concepts, know-how, trade secrets, discoveries, inventions, data, software, developments and copyrightable works, whether or not patentable or registrable, which Executive originates or develops, either alone or jointly with others, while Executive is employed by the Company and which are: (a) related to any business known to Executive to be engaged in or contemplated by the Company; (b) originated or developed during Executive’s working hours; or (c) originated or developed in whole or in part using materials, labor, facilities or equipment furnished by the Company.
8.3Disclosure. While employed by the Company, Executive will promptly disclose all Business Ideas to the Company.
8.4Execution of Documentation. Executive, at any time during or after his employment by the Company, will promptly execute all documents which the Company may reasonably require to perfect its patent, copyright and other rights to such Business Ideas throughout the world.
ARTICLE IX
NON-SOLICITATION OF EMPLOYEES
During Executive’s employment by the Company and for twelve (12) months thereafter, Executive shall not, directly or indirectly, encourage any Company employee to terminate his/her employment with the Company or solicit such an individual for employment outside the Company in any manner which would end or diminish that employee’s services to the Company; provided, however, that this Article IX shall not prohibit use of general classified advertising to solicit for employment positions.
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ARTICLE X
Executive Disclosures and Acknowledgments
10.1Confidential Information of Others. Executive warrants and represents to the Company that he is not subject to any employment, consulting or services agreement, or any restrictive covenants or agreements of any type, which would conflict with, or prohibit Executive from fully carrying out, his duties as described under the terms of this Agreement. Further, Executive warrants and represents to the Company that he has not and will not retain or use, for the benefit of the Company, any confidential information, records, trade secrets, or other property of a former employer.
10.2Scope of Restrictions. Executive acknowledges that during the course of his employment with the Company, he will gain knowledge of Confidential Information and Trade Secrets of the Company. Executive acknowledges that the Confidential Information and Trade Secrets of the Company are necessarily shared with Executive on a routine basis in the course of performing his job duties and that the Company has a legitimate protectable interest in such Confidential Information and Trade Secrets and in the goodwill and business prospects associated therewith. Accordingly, Executive acknowledges that the scope of the restrictions contained in this Agreement are appropriate, necessary and reasonable for the protection of the Company’s business, goodwill and property rights, and that the restrictions imposed will not prevent him from earning a living in the event of, and after, the end, for whatever reason, of his employment with the Company.
10.3Prospective Employers. Executive agrees, during the term of any restriction contained in Articles IV, V, VI, VII, VIII, IX and X of this Agreement, to disclose this Agreement to any entity which offers employment to Executive. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions hereof known to, any of Executive’s potential or future employers.
10.4Third Party Beneficiaries. Any Company affiliates are third party beneficiaries with respect to Executive’s performance of his duties under this Agreement and the undertakings and covenants contained in this Agreement, and the Company and any of its affiliates enjoying the benefits thereof, may enforce this Agreement directly against Executive. The terms Trade Secret and Confidential Information shall include materials and information of the Company’s affiliates to which Executive has access.
10.5Survival. The covenants set forth in Articles III, IV, V, VI, VII, VIII, IX, X, XI, XII and XIII of this Agreement shall survive the termination of Executive’s employment hereunder.
ARTICLE XI
RETURN OF RECORDS
Upon the end, for whatever reason, of his employment with the Company, or upon request by the Company at any time, Executive shall immediately return to the Company all documents, records and materials belonging and/or relating to the Company (except Executive’s own personnel and wage and benefit materials relating solely to Executive), and all copies of all such materials. Upon the end, for whatever reason, of Executive’s employment with the Company, or upon request of the Company at any time, Executive further agrees to destroy such records maintained by him on
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his own computer equipment. Upon mutual agreement between Executive and the Company, Executive may retain documents, records and materials belonging and/or relating to the Company following the end, for whatever reason, of Executive’s employment with the Company.
ARTICLE XII
INDEMNITY
12.1Indemnification By Company. To the extent permitted by applicable law, the Company shall indemnify Executive if Executive is, or is threatened to be, made a party to an action, suit or proceeding (other than by the Company) by reason of the fact that Executive is or was a director or officer of the Company, unless liability was incurred because Executive breached or failed to perform a duty that Executive owes to the Company and such breach or failure constitutes: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which Executive has a material conflict of interest; (b) a violation of the criminal law, unless Executive had reasonable cause to believe that his conduct was lawful and Executive had no reasonable cause to believe such conduct was unlawful; (c) a transaction from which Executive derived an improper personal profit; or (d) willful misconduct.
12.2Indemnification By Executive. Executive agrees to indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and costs), judgments and settlements of amounts paid in connection with any threatened, pending or completed action, suit, claim, proceeding or investigation arising out of or pertaining to: (a) unlawful intentional acts committed by Executive in the conduct of the Company’s business; (b) any willful gross negligence committed by Executive other than in the conduct of the Company’s business; and (c) any tax deductions Executive may claim for expenses incurred or claim to have been incurred in connection with Executive’s duties hereunder.
12.3Insurance. Notwithstanding the foregoing, the indemnification provided for in this Article XII shall only apply to any costs or expenses incurred by indemnitees which are not covered by applicable liability insurance. If this Article XII is interpreted to reduce insurance coverage to which an indemnitee would otherwise be entitled in the absence of this provision, this provision shall be deemed inoperative and not part of this Agreement. This Article XII shall survive the termination of this Agreement.
ARTICLE XIII
MISCELLANEOUS
13.1Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified; (b) when sent by facsimile or electronic transmission (e-mail) if sent during normal business hours of the recipient and confirmed by facsimile or electronic confirmation receipt; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, and such notices are addressed as follows or to such other address as the addressed Party may have substituted by notice pursuant to this Section 13.1:
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To the Company:Research Solutions, Inc.
President and CEO
10624 S. Eastern Avenue, Ste. A-614
Henderson, NV 89052
Email: rolivier@reprintsdesk.com
To Executive:William A. Nurthen
5845 N Bay Ridge Ave
Whitefish Bay, WI 53217
Email: bnurthen@yahoo.com
13.2Entire Agreement; Amendment; Waiver. This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter contemplated hereby. Any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement; provided, however, that the COC Agreement shall survive and remain in full force and effect; and provided further that if Executive enters into a Proprietary Information and Inventions Assignment Agreement (“PIIA”) with the Company, the provisions of this Agreement shall govern with respect to any conflict, and further that any dispute resolution provisions set forth in such PIIA shall not apply to matters arising under or pertaining to this Agreement. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the Parties hereto. Any extension or waiver by any Party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such Party. For purposes of the foregoing two (2) sentences, the Parties acknowledge and agree that any such written instrument to be signed by the Company shall require the signature of a representative of the Company duly authorized by the Board to bind the Company to the terms of such written instrument.
13.3Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of its provisions.
13.4Assignability. This Agreement is personal to Executive, and Executive may not assign or delegate any of Executive’s rights or obligations hereunder without first obtaining the written consent of the Board. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by an assumption agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. If such succession or assignment does not take place, and if this Agreement is not otherwise binding on Executive’s successors or assigns by operation of law, Executive is entitled to compensation from the Company in the same amount and on the same terms as provided for in this Agreement. This Agreement shall be binding on and inure to the benefit of each Party and such Party’s respective heirs, legal representatives, successors and assigns.
13.5Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Internal Revenue Code of
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1986, as amended, and the regulations thereunder (the “Code”); provided, however, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum
extent reasonably possible, maintain the original intent and economic benefit contemplated for Executive herein without violating the provisions of Code Section 409A.
13.6Limitation on Payments. In the event that it is determined that any payment or distribution for Executive’s benefit associated with a Change of Control is made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would not be deductible under Code Section 280G then such payments or distributions or benefits shall be payable as to such lesser amount (but while maximizing the present value of the payments and benefits to be provided to Executive or retained by Executive). Unless Executive and the Company agree otherwise in writing, any determination required under this Section 13.6 shall be made in writing by a qualified independent accountant selected by the Company (the “Accountant”) whose determination shall be conclusive and binding. Executive and the Company shall furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make a determination. The Company will pay all fees, expenses and other costs associated with retaining the Accountant for the purposes of this Section 13.6.
Notwithstanding the foregoing, however, and solely in the event that no stock of the Corporation was readily tradeable on an established securities market, or otherwise, immediately before a Change of Control, at Executive’s election and provided Executive cooperates and timely executes any requisite documentation including required waivers of compensation, the Company agrees (if permitted under applicable law) to submit the Total Payments to a vote of its stockholders in accordance with Section 280G of the Code and the Treasury regulations and related guidance promulgated thereunder such that, if approved, none of the Total Payments shall be deemed to be parachute payments as defined under the Code.
If Executive submits his payments and benefits to a stockholder vote under Section 280G of the Code and the requisite approval is not obtained or there is otherwise a reduction of Total Payments in accordance with this Section 13.6, then the reduction of Total Payments will occur in the manner Executive elects in writing prior to the date of payment; provided, however, that if no such election is made or can be made by Executive prior to the date of payment, then the reduction will occur in
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the following order: (i) cancellation of acceleration of vesting of any equity compensation awards for which the exercise price (if any) exceeds the then-fair market value of the underlying equity compensation award; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made (that is, later payments will be reduced before earlier payments)); and (iii) cancellation of acceleration of vesting of equity compensation awards not covered under (i) above; provided, however, that in the event that acceleration of vesting of equity compensation awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of such equity compensation awards (that is, later equity compensation awards will be canceled before earlier equity compensation awards). “Equity compensation awards” means (i) all shares of stock; (ii) all options and other rights to purchase shares of stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of stock.
13.7Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise.
13.8Injunctive Relief. The Parties agree that damages will be an inadequate remedy for breaches of this Agreement and in addition to damages and any other available relief, a court shall be empowered to grant injunctive relief (without the necessity of posting bond or other security).
13.9Waiver of Breach. The waiver by either Party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party.
13.10Severability. The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. The invalidity of one provision shall not affect the validity of any other provision.
13.11Consideration. Execution of this Agreement is a condition of Executive’s employment with the Company and Executive’s employment and other benefits provided for herein by the Company constitutes the consideration for Executive’s undertakings hereunder.
13.12Governing Law. This Agreement shall in all respects be construed according to the laws of Wisconsin, without regard to its conflict of laws principles.
13.13Authority to Bind the Company. The Company represents and warrants that the undersigned representative of the Company has the authority of the Board to bind the Company to the terms of this Agreement.
[Signature Page Follows]
14
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first written above.
EXECUTIVE:
______________________________________
William Nurthen
Research Solutions, Inc.
By:
Roy W. Olivier
President and Chief Executive Officer
15
Exhibit 31.1
RULE 13a-14(a) CERTIFICATION
I, Roy W. Olivier, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 12, 2021 |
| /s/ Roy W. Olivier |
| | Roy W. Olivier |
| | Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 31.2
RULE 13a-14(a) CERTIFICATION
I, William Nurthen, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 12, 2021 |
| /s/ William Nurthen |
| | William Nurthen |
| | Chief Financial Officer (Principal Financial and |
| | Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roy W. Olivier, Interim Chief Executive Officer and President, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Roy W. Olivier |
|
Roy W. Olivier |
|
Chief Executive Officer and President (Principal Executive Officer) | |
November 12, 2021 |
|
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Nurthen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William Nurthen |
|
William Nurthen |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
November 12, 2021 |
|