8-K

Research Solutions, Inc. (RSSS)

8-K 2024-05-09 For: 2024-05-09
View Original
Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report:

(Date of earliest event reported)

May 9, 2024


Research

Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of Incorporation)

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

N/A

(Address of Principal Executive Offices and zip code)

(310

)

477-0354

(Registrant’s telephone number, including area code)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class Trading Symbol(s) Name of each Exchange on which  registered
Common<br> stock, $0.001 par value RSSS The<br> Nasdaq<br> Capital Market

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

Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, the Registrant announced its financial results for the third quarter ended March 31, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
--- ---
Exhibit<br><br> Number Description
--- ---
99.1 Press Release issued May 9, 2024 entitled “Research Solutions Reports<br> Fiscal Third Quarter 2024 Results”.
104 Cover Page Interactive Data File (embedded as Inline XBRL document).

SIGNATURE

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

RESEARCH SOLUTIONS, INC.
Date: May 9, 2024 By: /s/ William Nurthen
William Nurthen
Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE


Research Solutions Reports Fiscal Third Quarter2024 Results

Reports 17% Revenue Increase, ARR of $16.6Million

Positive Net Income and Record AdjustedEBITDA

HENDERSON, Nev., May 9, 2024ResearchSolutions, Inc. (NASDAQ: RSSS), a trusted partner providing cloud-based workflow solutions to accelerate research for R&D-driven organizations, reported financial results for its fiscal third quarter ended March 31, 2024.

Fiscal Third Quarter 2024 Summary (comparedto prior-year quarter)

· Total<br> revenue of $12.1 million, a 17% increase.
· Platform<br> revenue up 76% to $4.0 million. Annual Recurring Revenue (“ARR”) up 82%<br> to $16.6 million, which includes approximately $11.7 million of B2B recurring revenue<br> and $4.9M of B2C recurring revenue.
· Gross<br> profit up 36%. Total gross margin improved 630 basis points to 45.2%.
· Net<br> income of $76,000 or $0.00 per diluted share, compared to $237,000 or $0.01 per diluted share.
· Adjusted<br> EBITDA of $961,000, a Company quarterly record, compared to $559,000.
· Quarterly cash flow from operations of over $2 million, also a Company<br>quarterly record, compared to $0.8 million.

“Our third quarter performance reflects the first full quarter of contribution from Scite and continued progress integrating Scite and ResoluteAI within our Article Galaxy platform. While we realized some anticipated churn in ResoluteAI ARR in the quarter, we experienced strong growth in both Scite B2B and B2C ARR, closing some large cross-sell opportunities with existing customers,” said Roy W. Olivier, President and CEO of Research Solutions. “During the quarter we launched two new product offerings, Technology Landscape and Clinical Trial Landscape, both of which harness our ability to simultaneously search across multiple datasets, extracting and synthesizing insights into use case specific outputs as part of our strategy to deliver workflows that save time for our customers.  The highly specialized value proposition for our product offerings continues to grow as we serve as a critical piece of the research process, giving users the opportunity to effectively discover, acquire and manage the most relevant content all in one place. Overall, we believe our offerings and expanded addressable market will deliver meaningful growth and long-term value for our shareholders.”

Fiscal Third Quarter 2024 Results


Total revenue was $12.1 million, a 17% increase from $10.3 million in the year-ago quarter primarily driven by increased platform revenue from the prior-year period which included a full quarter of revenue from the acquisitions of ResoluteAI and Scite.

Platform subscription revenue for the quarter was $4.0 million, a 76% year-over-year increase. The increase was primarily due to the acquisitions of ResoluteAI and Scite, as well as organic growth in the core Article Galaxy platform. The quarter ended with annual recurring revenue of $16.6 million, up 82% year-over-year (see the company’s definition of annual recurring revenue below).

Transaction revenue was $8.2 million, compared to $8.1 million in the third quarter of fiscal 2023. This quarter represents the first comparable period following the acquisition of contracts from FIZ Karlsruhe, which was effective January 1, 2023. The transaction active customer count for the quarter was 1,426, compared to 1,417 customers in the prior-year quarter (see the company's definition of active customer accounts and transactions below).

Total gross margin improved 630 basis points from the prior-year quarter to 45.2%. The increase was primarily driven by the continued revenue mix shift to the higher-margin Platforms business, as well as a modest increase in margins in the transactions business.

Total operating expenses were $5.4 million, compared to $3.9 million in the third quarter of 2023. The increase was primarily related to the additional expense base associated with the acquisitions of ResoluteAI and Scite.

Net income in the third quarter was $76,000, or $0.00 per share on a fully diluted basis, compared to $237,000, or $0.01 per diluted share, in the prior-year quarter. Adjusted EBITDA was $961,000, compared to $559,000 in the year-ago quarter (see definition and further discussion about the presentation of Adjusted EBITDA, a non-GAAP term, below).


Conference Call

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

Date: Thursday, May 9, 2024

Time: 5:00 p.m. ET (2:00 p.m. PT)

Dial-in number: 1-785-424-1699

Conference ID: RESEARCH

The conference call will be broadcast live and available for replay until June 9, 2024 by dialing 1-412-317-6671 and using the replay ID 11155728, and via the investor relations section of the company's website at http://researchsolutions.investorroom.com/.

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

Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
2024 2023 Change %<br> Change 2024 2023 Change %<br> Change
Revenue:
Platforms $ 3,953,403 $ 2,249,632 $ 1,703,771 75.7 % $ 9,679,179 $ 6,379,871 $ 3,299,308 51.7 %
Transactions $ 8,162,269 $ 8,092,794 69,475 0.9 % $ 22,811,206 $ 21,363,864 1,447,342 6.8 %
Total Revenue 12,115,672 10,342,426 1,773,246 17.1 % 32,490,385 27,743,735 4,746,650 17.1 %
Gross Profit:
Platforms 3,382,051 1,981,002 1,401,049 70.7 % 8,239,028 5,627,695 2,611,333 46.4 %
Transactions 2,099,881 2,046,271 53,610 2.6 % 5,758,272 5,152,653 605,619 11.8 %
Total Gross Profit 5,481,932 4,027,273 1,454,659 36.1 % 13,997,300 10,780,348 3,216,952 29.8 %
Gross profit as a % of revenue:
Platforms 85.5 % 88.1 % -2.5 % 85.1 % 88.2 % -3.1 %
Transactions 25.7 % 25.3 % 0.4 % 25.2 % 24.1 % 1.1 %
Total Gross Profit 45.2 % 38.9 % 6.3 % 43.1 % 38.9 % 4.2 %
Operating Expenses:
Sales and marketing 1,122,365 642,624 479,741 74.7 % 2,612,308 1,830,448 781,860 42.7 %
Technology and product development 1,371,754 953,677 418,077 43.8 % 3,952,891 2,751,099 1,201,792 43.7 %
General and administrative 2,027,074 1,871,591 155,483 8.3 % 6,593,791 5,004,679 1,589,112 31.8 %
Depreciation and amortization 309,898 18,332 291,566 1590.5 % 525,267 30,486 494,781 1623.0 %
Stock-based compensation 541,002 480,458 60,544 12.6 % 1,729,271 1,264,522 464,749 36.8 %
Foreign currency<br> translation loss 22,177 (72,547 ) 94,724 NM 15,059 (84,210 ) 99,269 NM
Total Operating Expenses 5,394,270 3,894,135 1,500,135 38.5 % 15,428,587 10,797,024 4,631,563 42.9 %
Income (loss) from operations 87,663 133,139 (45,476 ) -34.2 % (1,431,286 ) (16,675 ) (1,414,611 ) 8483.2 %
Other Income (Expenses):
Other income 31,228 104,331 (73,103 ) -70.1 % 547,965 218,095 329,870 151.3 %
Provision<br> for income taxes (42,590 ) (628 ) (41,962 ) NM (82,049 ) (5,543 ) (76,506 ) NM
Total Other Income (Expenses): (11,362 ) 103,703 (115,065 ) NM 465,916 212,552 253,364 119.2 %
Net income (loss) $ 76,301 $ 236,842 (160,541 ) -67.8 % $ (965,370 ) $ 195,877 (1,161,247 ) NM
Adjusted EBITDA $ 960,740 $ 559,382 $ 401,358 71.8 % $ 838,311 $ 1,194,123 $ (355,812 ) -29.8 %
Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023 Change %<br> Change 2024 2023 Change %<br> Change
Platforms:
B2B ARR (Annual recurring revenue*):
Beginning of Period $ 11,614,748 $ 8,776,977 $ 2,837,771 32.3 % $ 9,444,130 $ 7,922,188 $ 1,521,942 19.2 %
Incremental<br> ARR 38,315 330,704 (292,389 ) -88.4 % 2,208,933 1,185,493 1,023,440 86.3 %
End of Period $ 11,653,063 $ 9,107,681 $ 2,545,382 27.9 % $ 11,653,063 $ 9,107,681 $ 2,545,382 27.9 %
Deployments:
Beginning of Period 942 790 152 19.2 % 835 733 102 13.9 %
Incremental<br> Deployments 41 25 16 64.0 % 148 82 66 80.5 %
End of Period 983 815 168 20.6 % 983 815 168 20.6 %
ASP (Average sales price):
Beginning of Period $ 12,330 $ 11,110 $ 1,220 11.0 % $ 11,310 $ 10,808 $ 502 4.6 %
End of Period $ 11,855 $ 11,175 $ 680 6.1 % $ 11,855 $ 11,175 $ 680 6.1 %
B2C ARR (Annual recurring revenue*):
Beginning of Period $ 3,954,090 $ - $ 3,954,090 $ - $ - $ -
Incremental<br> ARR 948,885 - 948,885 NM 4,902,975 - 4,902,975 NM
End of Period $ 4,902,975 $ - $ 4,902,975 NM $ 4,902,975 $ - $ 4,902,975 NM
Total ARR (Annualized recurring<br> revenue): $ 16,556,038 $ 9,107,681 $ 7,448,357 81.8 % $ 16,556,038 $ 9,107,681 $ 7,448,357 81.8 %
Transaction Customers:
Corporate customers 1,105 1,116 (11 ) -1.0 % 1,086 986 100 10.1 %
Academic customers 321 301 20 6.6 % 320 300 20 6.7 %
Total customers 1,426 1,417 9 0.6 % 1,406 1,286 120 9.3 %

Active Customer Accounts, Transactions andAnnual Recurring Revenue

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

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


The company defines annual recurring revenue (“ARR”) as the value of contracted Platform subscription recurring revenue normalized to a one-year period. For B2C ARR, this includes the annualized value of monthly subscriptions, meaning their monthly value multiplied by twelve.

Use of Non-GAAP Measure – Adjusted EBITDA

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

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

Quarter<br> Ended March 31, Nine<br> Months Ended March 31,
2024 2023 Change %<br> Change 2024 2023 Change %<br> Change
Net<br> Income (loss) $ 76,301 $ 236,842 $ (160,541 ) -67.8 % $ (965,370 ) $ 195,877 $ (1,161,247 ) NM
Add (deduct): -
Other income<br> (expense) (31,228 ) (104,331 ) 73,103 -70.1 % (547,965 ) (218,095 ) (329,870 ) 151.3 %
Foreign currency<br> translation loss 22,177 (72,547 ) 94,724 NM 15,059 (84,210 ) 99,269 117.9 %
Provision<br> for income taxes 42,590 628 41,962 NM 82,049 5,543 76,506 NM
Depreciation<br> and amortization 309,898 18,332 291,566 1590.5 % 525,267 30,486 494,781 1623.0 %
Stock-based<br> compensation 541,002 480,458 60,544 12.6 % 1,729,271 1,264,522 464,749 36.8 %
Gain<br> on sale of disc. ops. - - - - - -
Adjusted EBITDA $ 960,740 $ 559,382 $ 401,358 71.8 % $ 838,311 $ 1,194,123 $ (355,812 ) -29.8 %

About Research Solutions

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


Important Cautions Regarding Forward-Looking Statements

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


Research Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30,
2023
Assets
Current assets:
Cash and cash equivalents 4,221,424 $ 13,545,333
Accounts receivable, net of allowance of 103,319 and 85,015,<br> respectively 7,323,379 6,153,063
Prepaid expenses and other current assets 635,000 400,340
Prepaid royalties 1,004,790 1,202,678
Total current assets 13,184,593 21,301,414
Non-current assets:
Property and equipment, net of accumulated depreciation of 920,918<br> and 881,908, respectively 94,078 70,193
Intangible assets, net of accumulated amortization of 1,237,311<br> and 747,355, respectively (10,527,713 provisional) 11,029,679 462,068
Goodwill (provisional) 16,493,763
Deposits and other assets 1,086 1,052
Total assets 40,803,199 $ 21,834,727
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses 9,011,868 $ 8,079,516
Deferred revenue 8,870,316 6,424,724
Total current liabilities 17,882,184 14,504,240
Non-current liabilities:
Contingent earnout liability 8,792,756
Total liabilities 26,674,940 14,504,240
Commitments and contingencies
Stockholders’ equity:
Preferred stock; 0.001 par value; 20,000,000 shares authorized;<br> no shares issued and outstanding
Common stock; 0.001 par value; 100,000,000 shares authorized;<br> 32,281,424 and 29,487,508 shares issued and outstanding, respectively 32,281 29,487
Additional paid-in capital 37,695,960 29,941,873
Accumulated deficit (23,488,019 ) (22,522,649 )
Accumulated other comprehensive loss (111,963 ) (118,224 )
Total stockholders’ equity 14,128,259 7,330,487
Total liabilities and stockholders’<br> equity 40,803,199 $ 21,834,727

All values are in US Dollars.


Research Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations and OtherComprehensive Loss

(Unaudited)

Three Months Ended Nine Months Ended
March 31, March 31,
2024 2023 2024 2023
Revenue:
Platforms $ 3,953,403 $ 2,249,632 $ 9,679,179 $ 6,379,871
Transactions 8,162,269 8,092,794 22,811,206 21,363,864
Total revenue 12,115,672 10,342,426 32,490,385 27,743,735
Cost of revenue:
Platforms 571,352 268,630 1,440,151 752,176
Transactions 6,062,388 6,046,523 17,052,934 16,211,211
Total cost of revenue 6,633,740 6,315,153 18,493,085 16,963,387
Gross profit 5,481,932 4,027,273 13,997,300 10,780,348
Operating expenses:
Selling, general and administrative 5,084,371 3,875,802 14,903,319 10,766,537
Depreciation and amortization 309,898 18,332 525,267 30,486
Total operating expenses 5,394,269 3,894,134 15,428,586 10,797,023
Income (loss) from operations 87,663 133,139 (1,431,286 ) (16,675 )
Other income 31,228 104,331 547,965 218,095
Income (loss) from operations before provision for income taxes 118,891 237,470 (883,321 ) 201,420
Provision for income taxes (42,590 ) (628 ) (82,049 ) (5,543 )
Net income (loss) 76,301 236,842 (965,370 ) 195,877
Other comprehensive income (loss):
Foreign currency translation 858 (4,149 ) 6,261 (2,801 )
Comprehensive income (loss) $ 77,159 $ 232,693 $ (959,109 ) $ 193,076
Basic income (loss) per common share:
Net income (loss) per share $ - $ 0.01 $ (0.03 ) $ 0.01
Weighted average common shares outstanding 30,020,652 26,929,314 28,377,199 26,820,557
Diluted income (loss) per common share:
Net income (loss) per share $ - $ 0.01 $ (0.03 ) $ 0.01
Weighted average common shares outstanding 33,511,242 29,791,719 28,377,199 28,837,774

Research Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


Nine Months Ended
March 31,
2024 2023
Cash flow from operating activities:
Net income (loss) $ (965,370 ) $ 195,877
Adjustment to reconcile net income (loss) to net cash provided<br> by operating activities:
Depreciation and amortization 525,267 30,486
Fair value of vested stock options 104,502 338,973
Fair value of vested restricted common stock 1,603,820 925,550
Fair value of vested unrestricted common stock 68,272
Modification cost of accelerated vesting of restricted common<br> stock 20,949
Adjustment to contingent earnout liability (268,287 )
Changes in operating assets and liabilities:
Accounts receivable (739,883 ) (1,545,695 )
Prepaid expenses and other current assets (156,026 ) (122,700 )
Prepaid royalties 197,888 47,760
Accounts payable and accrued expenses 498,584 947,789
Deferred revenue 768,347 986,044
Net cash provided by operating activities 1,589,791 1,872,356
Cash flow from investing activities:
Purchase of property and equipment (57,761 ) (29,976 )
Payment for acquisition of Resolute, net of cash acquired (2,718,253 )
Payment for acquisition of Scite, net of cash acquired (7,305,493 )
Payment for non-refundable deposit for<br> asset acquisition (297,450 )
Net cash used in investing activities (10,081,507 ) (327,426 )
Cash flow from financing activities:
Proceeds from the exercise of stock options 57,500
Common stock repurchase (522,024 ) (74,556 )
Payment of contingent acquisition consideration (314,960 )
Net cash used in financing activities (836,984 ) (17,056 )
Effect of exchange rate changes 4,791 1,850
Net increase (decrease) in cash and cash equivalents (9,323,909 ) 1,529,724
Cash and cash equivalents, beginning of period 13,545,333 10,603,175
Cash and cash equivalents, end of period $ 4,221,424 $ 12,132,899
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 82,049 $ 5,543
Non-cash investing and financing activities:
Contingent consideration accrual on asset<br> acquisition $ 36,130 $ 144,384


Contact

Steven Hooser or John Beisler

Three Part Advisors

(214) 872-2710

shooser@threepa.com; jbeisler@threepa.com

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