Equibles

10-Q

Simulations Plus, Inc. (SLP)

10-Q 2021-01-11 For: 2020-11-30
View Original
Added on April 06, 2026

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 for the quarterly period ended November 30, 2020
OR
☐ Transmission Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1937 for the transition period from ______ to ______

Commission file number:

001-32046

Simulations Plus, Inc.

(Name of registrant as specified in its charter)

California 95-4595609
(State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer identification No.)

42505 10th Street West

Lancaster, CA 93534-7059

(Address of principal executive offices including zip code)

(661) 723-7723

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class<br><br> <br>Common Stock, par value $0.001 per share Trading<br>Symbol<br><br> <br>SLP Name of Each Exchange on Which Registered<br><br> <br>NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) 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 filings requirements for the past 90 days.     Yes ☒     No ☐

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). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, 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 (Check one):

☐   Large accelerated filer ☐   Accelerated filer
☒   Non-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 ☐   No ☒

The number of shares outstanding of the

registrant’s common stock, par value $0.001 per share, as of January 5, 2021 was 19,964,659; no shares of preferred stock were outstanding.

Simulations Plus, Inc.

FORM 10-Q

For the Quarterly Period Ended November30, 2020

Table of Contents

PART I. FINANCIAL INFORMATION
Page
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at November 30, 2020 and August 31, 2020 3
Condensed Consolidated Statements of Operations for the three months ended November 30, 2020 and 2019 4
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended November 30, 2020 and 2019 5
Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2020 and 2019 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations 25
Item 3. Quantitative and Qualitative Disclosures about Market Risk 31
Item 4. Controls and Procedures 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 1A. Risk Factors 33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
Item 3. Defaults upon Senior Securities 33
Item 4. Mine Safety Disclosures 33
Item 5. Other Information 33
Item 6. Exhibits 34
Signatures 35 
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Part I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Audited)
August 31,
(in thousands, except share and per share amounts) 2020
ASSETS
Current assets
Cash and cash equivalents 27,651 $ 49,207
Accounts receivable, net of allowance for doubtful accounts of 50 and 50 7,331 7,422
Revenues in excess of billings 2,837 3,093
Prepaid income taxes 560 970
Prepaid expenses and other current assets 1,738 1,596
Short-term investments 91,115 66,804
Total current assets 131,232 129,092
Long-term assets
Capitalized computer software development costs, net of accumulated amortization of 13,906 and 13,582 6,490 6,087
Property and equipment, net 596 438
Operating lease right of use assets 768 927
Intellectual property, net of accumulated amortization of 5,444 and 5,087 11,541 11,898
Other intangible assets, net of accumulated amortization of 1,779 and 1,642 6,871 7,008
Goodwill 12,921 12,921
Other assets 51 51
Total assets 170,470 $ 168,422
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable 332 $ 351
Accrued payroll and other expenses 2,300 2,251
Current portion - contracts payable 2,000 2,000
Billings in excess of revenues 206 141
Operating lease liability, current portion 395 463
Deferred revenue 244 300
Total current liabilities 5,477 5,506
Long-term liabilities
Deferred income taxes, net 2,401 2,354
Operating lease liability 376 463
Payments due under contracts payable 4,185 4,064
Total liabilities 12,439 12,387
Commitments and contingencies
Shareholders' equity
Preferred stock, 0.001 par value 10,000,000 shares authorized, no shares issued and outstanding – –
Common stock, 0.001 par value and additional paid in capital –50,000,000 shares authorized, 19,958,760 and 19,923,277 shares issued and outstanding 129,253 128,541
Retained earnings 28,720 27,436
Accumulated other comprehensive income 58 58
Total shareholders' equity 158,031 156,035
Total liabilities and shareholders' equity 170,470 $ 168,422

All values are in US Dollars.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS

(Unaudited)

Three Months Ended November 30,
(in thousands, except per common share amounts) 2020 2019
Revenues $ 10,701 $ 9,401
Cost of revenues 2,433 2,643
Gross margin 8,268 6,758
Operating expenses
Selling, general, and administrative 4,408 3,514
Research and development 809 526
Total operating expenses 5,217 4,040
Income from operations 3,051 2,718
Other income (expense)
Interest income 61 11
Change in valuation of contingent consideration (121 ) –
Income on currency exchange 5 4
Total other income (expense) (55 ) 15
Income before provision for income taxes 2,996 2,733
Provision for income taxes (517 ) (675 )
Net Income $ 2,479 $ 2,058
Earnings per share
Basic $ 0.12 $ 0.12
Diluted $ 0.12 $ 0.11
Weighted-average common shares outstanding
Basic 19,930 17,609
Diluted 20,799 18,307

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OFSHAREHOLDERS' EQUITY

(Unaudited)

Three months Ended November 30,
(in thousands, except per common share amounts) 2020 2019
Common stock and additional paid in capital
Balance, beginning of period $ 128,541 $ 15,327
Exercise of stock options 180 136
Stock-based compensation 449 295
Shares issued to Directors for services 83 72
Balance, end of period $ 129,253 $ 15,830
Retained earnings
Balance, beginning of period $ 27,436 $ 22,355
Declaration of dividend (1,195 ) (1,056 )
Net income 2,479 2,058
Balance, end of period $ 28,720 $ 23,357
Accumulated other comprehensive income
Balance, beginning of period $ 58 $ –
Other comprehensive income – –
Balance, end of period $ 58 $ –
Balance, beginning of period 156,035 –
Other comprehensive income –
Total shareholders’ equity $ 158,031 $ 39,187
Common dividends declared per common share $ 0.06 $ 0.06

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SIMULATIONS PLUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS

(Unaudited)

Three Months Ended November 30,
(in thousands) 2020 2019
Cash flows from operating activities
Net income $ 2,479 $ 2,058
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 865 671
Change in value of contingent consideration 121 –
Amortization of note premiums 630 –
Stock-based compensation 532 367
Deferred income taxes 47 (28 )
(Increase) decrease in
Accounts receivable 91 (1,327 )
Revenues in excess of billings 256 (247 )
Prepaid income taxes 410 678
Prepaid expenses and other assets (141 ) 143
Increase (decrease) in
Accounts payable (15 ) 381
Accrued payroll and other expenses 49 (44 )
Billings in excess of revenues 65 91
Deferred revenue (56 ) (109 )
Net cash provided by operating activities 5,333 2,634
Cash flows used in investing activities
Purchases of property and equipment (205 ) (32 )
Purchases of short-term investments (30,959 ) –
Proceeds from sale of short-term investments 6,018 –
Capitalized computer software development costs (728 ) (507 )
Net cash used in investing activities (25,874 ) (539 )
Cash flows used in financing activities
Payment of dividends (1,195 ) (1,056 )
Proceeds from the exercise of stock options 180 136
Net cash used in financing activities (1,015 ) (920 )
Net increase (decrease) in cash and cash equivalents (21,556 ) 1,175
Cash and cash equivalents, beginning of year 49,207 11,435
Cash and cash equivalents, end of period $ 27,651 $ 12,610
Supplemental disclosures of cash flow information
Income taxes paid $ 57 $ 25
Non-Cash Investing and Financing Activities
Right of use assets capitalized $ – $ 903

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SIMULATIONS PLUS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

(Unaudited)

NOTE 1: GENERAL

This report on Form 10-Q for the quarter ended November 30, 2020, should be read in conjunction with the Company's annual report on Form 10-K for the year ended August 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on November 16, 2020. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of Simulations Plus, Inc. ("we", "our", "us"), the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year.

Organization

Simulations Plus, Inc. (“Simulations Plus”, “Lancaster”) was incorporated on July 17, 1996. In September 2014, Simulations Plus acquired all of the outstanding equity interests of Cognigen Corporation (“Cognigen”, “Buffalo”) and Cognigen became a wholly owned subsidiary of Simulations Plus, Inc. In June 2017, Simulations Plus acquired DILIsym Services, Inc. (DILIsym) as a wholly owned subsidiary. In April 2020, Simulations Plus, Inc. acquired Lixoft, a French société par actions simplifiée (“Lixoft”, “Paris”) as a wholly owned subsidiary pursuant to a stock purchase and contribution agreement. (Collectively, “Company”, “we”, “us”, “our”).

Lines of Business

The Company designs and develops pharmaceutical simulation software to promote cost-effective solutions to a number of problems in pharmaceutical research and in the education of pharmacy and medical students, and it provides consulting services to the pharmaceutical and chemical industries. Recently, the Company has begun to explore developing software applications for health care outside of the pharmaceutical industry.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Simulations Plus, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Actual results could differ from those estimates. Significant accounting policies for us include revenue recognition, accounting for capitalized computer software development costs, valuation of stock options, and accounting for income taxes.

Reclassifications

Certain numbers in the prior year have been reclassified to conform to the current year's presentation.

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Revenue Recognition

We generate revenue primarily from the sale of software licenses and by providing consulting services to the pharmaceutical industry for drug development.

In accordance with Accounting Standards Codification Topic 606 (ASC Topic 606), “Revenue from Contracts with Customers”, the Company determines revenue recognition through the following steps:

i. Identification of the contract, or contracts, with a customer
ii. Identification of the performance obligations in the contract
iii. Determination of the transaction price
iv. Allocation of the transaction price to the performance obligations in the contract
v. Recognition of revenue when, or as, the Company satisfies a performance obligation

Deferred Commissions

Sales commissions earned by our sales force and our commissioned sales representatives are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts are deferred and then amortized on a straight-line basis over a period of benefit. We determined the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in sales and marketing expenses on the condensed consolidated statements of operations.

We apply the practical expedient in ASC Topic 606 to expense costs as incurred for sales commissions when the period of benefit would have been one year or less. Most of our contracts are of a duration of one year or less, while few, if any of the longer-term contracts have commissions associated with them.

Practical Expedients and Exemptions

The Company has elected the following additional practical expedients in applying Topic 606:

· Commission Expense: We apply the practical expedient in ASC Topic 606 to expense costs as incurred for sales commissions when the period of benefit is one year or less. Most of our contracts are of a duration of one year or less, few, if any of the longer term contracts have commissions associated with them*.*
· Transaction Price Allocated to Future Performance Obligations<br><br> <br><br><br> <br>ASC 606 requires that the Company disclose<br> the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of November<br> 30, 2020. ASC 606 provides certain practical expedients that limit the requirement to disclose the aggregate amount of transaction<br> price allocated to unsatisfied performance obligations.<br><br> <br><br><br> <br>The Company applied the practical expedient<br> to not disclose the amount of transaction price allocated to unsatisfied performance obligations when the performance obligation<br> is part of a contract that has an original expected duration of one year or less.
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Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

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Accounts Receivable

We analyze the age of customer balances, historical bad-debt experience, customer creditworthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If we determine that the financial conditions of any of its customers deteriorated, whether due to customer-specific or general economic issues, an increase in the allowance may be made. Accounts receivable are written off when all collection attempts have failed.

Investments

We may invest excess cash balances in short-term and long-term marketable debt securities. Investments may consist of certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds and/or commercial paper. The Company accounts for its investment in marketable securities in accordance with Financial Accounting Standards Board (FASB) ASC 320, Investments – Debt and Equity Securities. This statement requires debt securities to be classified into three categories:

Held-to-maturity—Debt securities that the entity has the positive intent and ability to hold to maturity are reported at amortized cost.

Trading Securities—Debt securities that are bought and held primarily for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings.

Available-for-Sale—Debt securities not classified as either securities held-to-maturity or trading securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of shareholders’ equity.

The Company classifies its investments in marketable debt securities based on the facts and circumstances present at the time of purchase of the securities. During the quarter ended November 30, 2020, all of the Company’s investments were classified as held-to-maturity.

Held-to-maturity investments are measured and recorded at amortized cost on the Company’s Consolidated Balance Sheet. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security. No gains or losses on investment securities are realized until they are sold or a decline in fair value is determined to be other-than-temporary.

Capitalized Computer Software Development Costs

Software development costs are capitalized in accordance with ASC 985-20, “Costs of Software to Be Sold, Leased, or Marketed”. Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale.

The establishment of technological feasibility and the ongoing assessment for recoverability of capitalized software development costs require considerable judgment by management with respect to certain external factors including, but not limited to, technological feasibility, anticipated future gross revenues, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in our software products.

Amortization of capitalized software development

costs is calculated on a product-by-product basis on the straight-line method over the estimated economic life of the products (not to exceed five years). Amortization of software development costs amounted to $325 thousand and $314 thousand for the three months ended November 30, 2020 and 2019, respectively. We expect future amortization expense to vary due to increases in capitalized computer software development costs.

We test capitalized computer software development costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows:

Property and Equipment estimated useful lives
Equipment 5 years
Computer equipment 3 to 7 years
Furniture and fixtures 5 to 7 years
Leasehold improvements Shorter of life of asset or lease

Internal-use Software

The Company has a service contract related to the implementation of internally used software. In accordance with ASC 350-40 “Customer’s Accounting for ImplementationCosts Incurred in a Cloud Computing Arrangement That Is a Service Contract”, the Company has capitalized certain internal-use software which are included in long-term assets.

The amortization will be classified as selling, general, and administrative expenses on the condensed consolidated statement of operations and maintenance and minor upgrades are charged to expense as incurred. Gains and losses on disposals are included in the results of operations. No amortization has been expensed for the project as it is still in progress.

Leases

Supplemental balance sheet information related to operating leases was as follows as of November 30, 2020:

Schedule of lease cost
(in thousands)
Right of use assets $ 768
Lease Liabilities, Current $ 395
Lease Liabilities, Long-term $ 376
Operating lease costs $ 165
Weighted Average remaining lease term 2.0 years
Weighted Average Discount rate 4.25%

Intangible Assets and Goodwill

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognizes the assets acquired and liabilities assumed at their acquisition-date fair value. Acquired intangible assets include customer relationships, software, trade names, and noncompete agreements. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is not amortized, instead it is tested for impairment annually or when events or circumstances change that would indicate that goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company's use of the acquired assets or the strategy for the Company's overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations.

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Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. As of November 30, 2020, the Company determined that it has four reporting units: Simulations Plus, Cognigen, DILIsym and Lixoft. When testing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is necessary to perform step one of a two-step annual goodwill impairment test for each reporting unit. The Company is required to perform step one only if it concludes that it is more likely than not that a reporting unit's fair value is less than its carrying value. Should this be the case, the first step of the two-step process is to identify whether a potential impairment exists by comparing the estimated fair values of the Company's reporting units with their respective book values, including goodwill. If the estimated fair value of the reporting unit exceeds book value, goodwill is considered not to be impaired, and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss, if any. The amount of the impairment loss is the excess of the carrying amount of the goodwill over its implied fair value. The estimate of implied fair value of goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as the Company's software, technology, patents, and trademarks. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

As of November 30, 2020, the entire balance of goodwill was attributed to three of the Company's reporting units, Cognigen, DILIsym, and Lixoft. Intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. The Company did not recognize any impairment charges during the three months ended November 30, 2020 and 2019.

Reconciliation of Goodwill for the period ended November 30, 2020:

Schedule of reconciliation of goodwill
(in thousands) Cognigen DILIsym Lixoft Total
Balance, August 31, 2020 $ 4,789 $ 5,598 $ 2,534 $ 12,921
Addition – – – –
Impairments – – – –
Balance, November 30, 2020 $ 4,789 $ 5,598 $ 2,534 $ 12,921

Fair Value of Financial Instruments

Assets and liabilities recorded at fair value in the Condensed Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard are as follows:

Level Input: Input Definition:
Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

For certain of our financial instruments, including accounts receivable, accounts payable, accrued payroll and other expenses, accrued bonuses to officers, and accrued warranty and service costs, the amounts approximate fair value due to their short maturities.

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The following table summarizes fair value measurements at November 30, 2020 and August 31, 2020 for assets and liabilities measured at fair value on a recurring basis:

November 30, 2020:

Schedule of fair value<br> measurements
(in thousands) Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 27,651 $ – $ – $ 27,651
Short-term investments $ 91,115 $ – $ – 91,115
Acquisition-related contingent consideration obligations $ – $ – $ 4,852 $ 4,852

August 31, 2020:

(in thousands) Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 49,207 $ – $ – $ 49,207
Short-term investments $ 66,804 $ – $ – $ 66,804
Acquisition-related contingent consideration obligations $ – $ – $ 4,731 $ 4,731

As of November 30, 2020 and August 31, 2020, the Company has a liability for contingent consideration related to its acquisition of Lixoft. The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model using a probability-weighted income approach. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. Changes in the value of the contingent consideration obligations are recorded in the Company’s Consolidated Statement of Operations.

The following is a reconciliation of contingent consideration value:

Reconciliation of contingent consideration value
(in thousands)
Value at August 31, 2020 $ 4,731
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Contingent consideration payments –
Change in value of contingent consideration 121
Value at November 30, 2020 $ 4,852

Research and Development Costs

Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs include salaries, laboratory experiment, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

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Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

Intellectual property

The following table summarizes intellectual property as of November 30, 2020:

Schedule of Intellectual<br>property
(in thousands) Amortization<br> Period Acquisition<br> Value Accumulated<br> Amortization Net book <br> value
Royalty Agreement buy out-Enslein Research Straight line 10 years $ 75 $ 66 $ 9
Termination/nonassertion agreement-TSRL Inc. Straight line 10 years 6,000 3,925 2,075
Developed technologies–DILIsym acquisition Straight line 9 years 2,850 1,108 1,742
Intellectual rights of Entelos Holding Corp. Straight line 10 years 50 11 39
Developed technologies–Lixoft acquisition Straight line 16 years 8,010 334 7,676
$ 16,985 $ 5,444 $ 11,541

The following table summarizes intellectual property as of August 31, 2020:

(in thousands) Amortization<br> Period Acquisition<br> Value Accumulated<br> Amortization Net book <br> value
Royalty Agreement buy out-Enslein Research Straight line 10 years $ 75 $ 64 $ 11
Termination/nonassertion agreement-TSRL Inc. Straight line 10 years 6,000 3,775 2,225
Developed technologies–DILIsym acquisition Straight line 9 years 2,850 1,029 1,821
Intellectual rights of Entelos Holding Corp. Straight line 10 years 50 10 40
Developed technologies–Lixoft acquisition Straight line 16 years 8,010 209 7,801
$ 16,985 $ 5,087 $ 11,898

Total amortization expense for intellectual

property agreements for the three months ended November 30, 2020 and 2019 was $357 thousand and $232 thousand, respectively.

Other intangible assets

The following table summarizes the Company’s other intangible assets as of November 30, 2020:

Schedule of other intangible assets
(in thousands) Amortization<br> Period Acquisition<br> Value Accumulated<br> Amortization Net book <br> value
Cognigen
Customer relationships Straight line 8 years $ 1,100 $ 859 $ 241
Trade name None 500 – 500
Covenants not to compete Straight line 5 years 50 50 –
DILIsym
Customer relationships Straight line 10 years 1,900 665 1,235
Trade name None 860 – 860
Covenants to compete Straight line 4 years 80 70 10
Lixoft
Customer relationships Straight line 14 years 2,550 122 2,428
Trade name None 1,550 – 1,550
Covenants to compete Straight line 3 years 60 13 47
$ 8,650 $ 1,779 $ 6,871 
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The following table summarizes the Company’s other intangible assets as of August 31, 2020:

(in thousands) Amortization<br> Period Acquisition<br> Value Accumulated<br> Amortization Net book <br> value
Cognigen
Customer relationships Straight line 8 years $ 1,100 $ 825 $ 275
Trade name None 500 – 500
Covenants not to compete Straight line 5 years 50 50 –
DILIsym
Customer relationships Straight line 10 years 1,900 618 1,282
Trade name None 860 – 860
Covenants to compete Straight line 4 years 80 65 15
Lixoft
Customer relationships Straight line 14 years 2,550 76 2,474
Trade name None 1,550 – 1,550
Covenants to compete Straight line 3 years 60 8 52
$ 8,650 $ 1,642 $ 7,008

Amortization expense for each of the three

months ended November 30, 2020 and 2019 was $137 thousand and $87 thousand, respectively. According to policy in addition to normal amortization, these assets are tested for impairment as needed.

Earnings per Share

We report earnings per share in accordance with FASB ASC 260-10. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The components of basic and diluted earnings per share for the three months ended November 30, 2020 and 2019 were as follows:

Schedule of earnings per share
Three months ended November 30,
(in thousands) 2020 2019
Numerator:
Net income attributable to common shareholders $ 2,479 $ 2,058
Denominator:
Weighted-average number of common shares outstanding during the period 19,930 17,609
Dilutive effect of stock options 869 698
Common stock and common stock equivalents used for diluted earnings per share $ 20,799 $ 18,307 
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Stock-Based Compensation

Compensation costs related to stock options are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation”, using the modified prospective method. Under this method, compensation cost is calculated based on the grant-date fair value estimated in accordance with FASB ASC 718-10, amortized on a straight-line basis over the options’ vesting period. Stock-based compensation expense was $449 thousand and $295 thousand for the three months ended November 30, 2020 and 2019, respectively. This expense is included in the condensed consolidated statements of operations as Selling, general, and administration and Research and development expense.

Impairment of Long-lived Assets

The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 350, “Intangibles – Goodwill and Other” and ASC 360, “Property and Equipment”. Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. No impairment losses were recorded during the three months ended November 30, 2020 and 2019.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company adopted this ASU on September 1, 2019.

We do not expect any other recently issued accounting pronouncements to have a material effect on our financial statements.

NOTE 3: REVENUE RECOGNITION

Contract Liabilities

During the three months ended November

30, 2020 and 2019, the Company recognized $296 thousand and $306 thousand of revenue that was included in contract liabilities as of August 31, 2020 and 2019, respectively.

Disaggregation of Revenues

Schedule of disaggregation of revenues
(in thousands) Three months Ended November 30,
Disaggregation of revenues: 2020 2019
Software licenses
Point in time $ 6,001 $ 4,363
Over time 211 251
Consulting services
Over time 4,489 4,787
Total Revenue $ 10,701 $ 9,401

Remaining Performance Obligations

Remaining performance obligations that

do not fall under the expedients require the Company to perform various consulting and software development services of approximately $2.7 million. It is anticipated these revenues will be recognized within the next twelve months.

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NOTE

4: PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
(in thousands) November 30,<br><br> <br>2020 August 31,<br><br> <br>2020
Equipment $ 930 $ 865
Computer equipment 572 548
Furniture and fixtures 161 161
Leasehold improvements 114 114
Construction in progress 115 –
Sub total 1,892 1,688
Less: accumulated depreciation (1,296 ) (1,250 )
Net book value $ 596 $ 438

NOTE 5: INVESTMENTS

The Company invests a portion of its excess cash balances in short-term debt securities. Investments at November 30, 2020 consisted of corporate bonds with maturities remaining of less than 12 months. The Company may also invest excess cash balances in certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds and/or commercial paper. The Company accounts for its investments in accordance with FASB ASC 320, Investments – Debt and Equity Securities. At November 30, 2020, all investments were classified as held-to-maturity securities.

The following tables summarize the Company’s short-term investments as of November 30, 2020 and August 31, 2020:

Schedule of short term investment
November 30, 2020
(in thousands) Amortized Cost Gross<br> <br>Unrealized<br> <br>Gains Gross<br> <br>Unrealized<br> <br>Losses Fair Value
Commercial notes (due within one year) $ 91,115 $ – $ (48 ) $ 91,067
Total $ 91,115 $ – $ (48 ) $ 91,067
August 31, 2020
(in thousands) Amortized Cost Gross<br> <br>Unrealized<br> <br>Gains Gross<br> <br>Unrealized<br> <br>Losses Fair Value
Commercial notes (due within one year) $ 66,804 $ – $ (61 ) $ 66,743
Total $ 66,804 $ – $ (61 ) $ 66,743 
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NOTE 6: CONTRACTS PAYABLE

DILIsym Acquisition Liabilities:

On June 1, 2017, the Company acquired DILIsym. The agreement provided for a working capital adjustment, an eighteen-month $1.0 million holdback provision against certain representations and warranties, and an earnout agreement of up to an additional $5.0 million in earnout payments based on earnings over three years following acquisition. The earnout liability has been recorded at an estimated fair value. Payments under the earnout liability started in FY 2019. In September 2018, $1.6 million was paid out under the first earnout payment, a second earnout payment was made in August 2019 in the amount of $1.7 million. The final payment of $1.8 million was paid in August 2020. In addition, no claims were made against the holdback and the $1.0 million was released eighteen months after June 1, 2017.

Lixoft Acquisition Liabilities:

On April 1, 2020, the Company acquired Lixoft. The agreement provided for a twenty-four month $2.0 million holdback provision against certain representations and warrantees, comprised of $1.3 million of cash and the release from an escrow shares of stock valued at $667 thousand issued at the date of the agreement. In addition, based on a revenue growth formula for the two years subsequent to April 1, 2020, the agreement calls for earnout payments of up to $5.5 million (two-thirds cash and one-third newly issued, restricted shares of the Company’s common stock). The former shareholders of Lixoft can earn up to $2.0 million the first year and $3.5 million in year two.

As of November 30, 2020 and August, 31, 2020 the following liabilities have been recorded:

Schedule of Liabilities
(in thousands) November 30, <br> 2020 August 31, <br> 2020
Holdback liability — Lixoft $ 1,333 $ 1,333
Earnout liability — Lixoft 4,852 4,731
Sub total $ 6,185 $ 6,064
Less: current portion 2,000 2,000
Long-term portion $ 4,185 $ 4,064

NOTE 7: COMMITMENTS AND CONTINGENCIES

Leases

We lease approximately 13,500 square feet of space in Lancaster, California. The original lease had a five-year term with two, three-year options to extend. The initial five-year term expired in February 2011, and we extended the lease to February 2, 2014. In June 2013, the lease was amended to extend the term to February 2, 2017. The amended lease also provides for an annual base rent increase of 3% per year and two, two-year options to extend. In May 2016 the Company exercised the two, two-year options extending the term of the lease through February 2, 2021 at a fixed rate of $25 thousand per month. The new extension agreement allowed the Company with 90 days’ notice to opt out of the remaining lease in the last two years of the term upon payment of a recapture payment equal to the 3% base payment increase that would have been due under the original agreement. Refer to subsequent events footnote for details of the third amendment to the lease for the property in Lancaster, CA.

Our Cognigen subsidiary leases approximately 12,623 square feet of space in Buffalo, New York. The initial five-year term expired in October 2018 and was renewed for a three-year option extending it to November 2021. The new base rent is $16 thousand per month.

DILIsym leases approximately 2,700 square feet of space in Research Triangle Park, North Carolina. The initial three-year term was due to expire October 2020. An amendment to the initial lease became effective April 1, 2020, which added 686 square feet and extended the term of the lease to September 30, 2023. The new base rent is approximately $8 thousand per month with an annual 3% adjustment.

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In Paris, France, Lixoft leases approximately 2,300 square feet of office space, which as of April 1, 2020, had minimum payments equaling $288 thousand. The lease is for a 9-year term, with an option to terminate every 3 years, and expires in November of 2024. The rent is $16 thousand per quarter and can be adjusted each December based on a consumer price index.

Rent expense, including common area maintenance

fees for the three months ended November 30, 2020, and 2019 was $185 thousand and $145 thousand, respectively.

Future minimum lease payments under noncancelable operating leases with remaining terms of one year or more at November 30, 2020 were as follows:

Future minimum lease payments
(in thousands) <br>Years Ending November 30,
2021 $ 412
2022 170
2023 155
2024 61
Future<br> minimum lease payments $ 798

Line of Credit

On March 31, 2020, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A. The Credit Agreement provides the Company with a credit facility of $3.5 million through April 15, 2022. As of November 30, 2020, there were no amounts drawn against the line of credit.

Employment Agreements

In the normal course of business, the Company has entered into employment agreements with certain of its key management personnel that may require compensation payments upon termination.

License Agreement

The Company had a royalty agreement with Dassault Systèmes Americas Corp. for access to their Metabolite Database for developing our Metabolite Module within ADMET Predictor™. The module was renamed the Metabolism Module when we released ADMET Predictor version 6 on April 19, 2012. Under this agreement, we paid a royalty of 25% of revenue derived from the sale of the Metabolism/Metabolite module. This agreement was renegotiated, and the Company does not bear any royalty obligations towards Dassault Systèmes Americas Corp. effective as of June 30, 2019. In addition, the license agreement terminated on September 5, 2020.

The Company is in the process of making arrangements to replace the database.

Income Taxes

We follow guidance issued by the FASB with regard to our accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to income tax expense. We file income tax returns with the IRS and various state jurisdictions as well as India and France. Our federal income tax returns for fiscal year 2017 thru 2019 are open for audit, and our state tax returns for fiscal year 2016 through 2019 remain open for audit.

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Our review of prior year tax positions using the criteria and provisions presented in guidance issued by FASB did not result in a material impact on our financial position or results of operations.

Legal Proceedings

We may be subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of our business; however, at this time, we are not a party to any legal proceedings and are not aware of any pending, threatened, or unasserted legal proceedings of any kind.

NOTE 8: SHAREHOLDERS’ EQUITY

Dividend

The Company’s Board of Directors declared cash dividends during the first quarter of fiscal year 2021 and during fiscal year 2020. The details of the dividends paid are in the following tables:

Schedule of dividends declared and paid
(in thousands, except dividend per share amounts) Fiscal Year 2021
Record Date Distribution Date Number of Shares<br> Outstanding on <br> Record Date Dividend per <br> Share Total<br> Amount
10/26/2020 11/02/2020 19,924 $ 0.06 $ 1,195
Total $ 1,195
(in thousands, except dividend per share amounts) Fiscal Year 2020
--- --- --- --- --- --- --- --- ---
Record Date Distribution Date Number of Shares<br> Outstanding on <br> Record Date Dividend per <br> Share Total <br> Amount
10/25/2019 11/01/2019 17,606 $ 0.06 $ 1,056
1/27/2020 2/03/2020 17,646 $ 0.06 1,059
4/24/2020 5/01/2020 17,769 $ 0.06 1,066
7/27/2020 8/03/2020 17,820 $ 0.06 1,069
Total $ 4,250

Stock Option Plan

On February 23, 2007, the Board of Directors adopted and the shareholders approved the 2007 Stock Option Plan under which a total of 1.0 million shares of common stock were reserved for issuance. On February 25, 2014 the shareholders approved an additional 1.0 million shares increasing the total number of shares available to be granted under the 2007 Stock Option Plan to 2.0 million. This plan terminated in February 2017 by its term.

On December 23, 2016 the Board of

Directors adopted, and on February 23, 2017 the shareholders approved, the 2017 Equity Incentive Plan under which a total of 1.0 million shares of common stock were reserved for issuance. This plan will terminate in December 2026 by its term.

On November 20, 2020, the Board of Directors adopted an amendment to the 2017 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan from 1.0 million shares of common stock to 1.75 million shares of common stock. The amendment is subject to shareholder approval at the Company’s upcoming annual shareholder meeting.

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As of November 30, 2020, employees and directors hold Qualified Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs) to purchase 1.2 million shares of common stock at exercise prices ranging from $6.75 to $61.84.

The following table summarizes information about stock options:

Schedule of stock option activity
(in thousands, except per share and weighted-average amounts) Number of Weighted-<br> Average<br> Exercise <br> Price Weighted-<br> Average <br> Remaining<br> Contractual
Transactions during the three months ended November 30, 2020 Options Per Share Life
Outstanding, August 31, 2020 1,224 $ 17.76 6.79
Granted 26 $ 59.91
Exercised (34 ) $ 14.04
Cancelled/Forfeited (11 ) $ 24.18
Outstanding, November 30, 2020 1,205 $ 18.73 6.62
Exercisable, November 30, 2020 583 $ 11.16 5.35

The weighted-average remaining contractual

life of options outstanding issued under the Plan, both ISOs and NQSOs, was 6.62 years at November 30, 2020. The total fair value of nonvested stock options as of November 30, 2020 was $19.1 million and is amortizable over a weighted average period of 3.18 years.

The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the current fiscal year 2021 and fiscal year 2020:

Schedule of fair value of options
(in thousands except pricing) Three months ended, November 30 2020 Fiscal Year 2020
Estimated fair value of awards granted $ 560 $ 2,997
Unvested forfeiture rate 0% 0%
Weighted average grant price $ 59.91 $ 39.23
Weighted average market price $ 59.91 $ 39.23
Weighted average volatility 36.35% 33.56%
Weighted average risk-free rate 0.47% 1.39%
Weighted average dividend yield 0.40% 0.65%
Weighted average expected life 6.65 years 6.67 years 
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The exercise prices for the options outstanding at November 30, 2020 ranged from $6.75 to $61.84, and the information relating to these options is as follows:

Schedule of options by exercise price range
(in thousands except prices)
Exercise Price Awards Outstanding Awards Exercisable
Low High Quantity Weighted <br> Average<br> Remaining<br> Contractual <br> Life Weighted<br> Average<br> Exercise <br> Price Quantity Weighted<br> Average<br> Remaining<br> Contractual <br> Life Weighted<br> Average<br> Exercise<br> Price
$ 6.75 $ 8.00 169 3.77 years $ 6.85 169 3.77 years $ 6.85
$ 8.01 $ 16.00 535 5.80 years $ 9.99 337 5.74 years $ 9.99
$ 16.01 $ 24.00 208 7.51 years $ 20.42 49 6.19 years $ 20.61
$ 24.01 $ 38.00 204 8.90 years $ 33.46 28 8.70 years $ 34.83
$ 38.01 $ 52.00 20 9.31 years $ 38.64 – – $ –
$ 52.01 $ 61.84 69 9.68 years $ 61.10 – – $ –
1,205 6.62 years $ 18.73 583 5.35 years $ 11.16

During the three months ended November

30, 2020 the company issued 1,275 shares of stock to nonmanagement directors of the Company valued at $83 thousand as compensation for services rendered to the Company.

In August 2020, the company closed an

underwritten public offering of 2,090,909 shares of its common stock to the public at $55.00 per share, which included the full exercise of the underwriters’ option to purchase 272,727 additional shares of common stock. The aggregate gross proceeds to the company from this offering were approximately $115 million, before deducting underwriting discounts and commissions; net proceeds were approximately $107.7 107700 million. The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.

The balance of par value common stock and additional paid in capital as of November 30, 2020 was $10 thousand and $129.2 million, respectively.

NOTE 9: CONCENTRATIONS AND UNCERTAINTIES

Financial instruments that potentially

subject the Company to concentration of credit risk consist principally of cash, cash equivalents, trade accounts receivable and short-term investments. The Company holds cash and cash equivalents at banks located in California and North Carolina with balances that often exceed FDIC-insured limits. In addition, the Company holds cash at a bank in France that is not FDIC-insured. Historically, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. However, considering the current banking environment, the Company is investigating alternative ways to minimize its exposure to such risks. While the Company may be exposed to credit losses due to the nonperformance of its counterparties, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows, or financial condition. The Company maintains cash at financial institutions that may, at times, exceed federally insured limits. As of November 30, 2020 the Company had cash and cash equivalents exceeding insured limits by $13.8 million.

Revenue concentration shows that international sales accounted for 33% and 30% of net sales for the three months ended November 30, 2020 and 2019, respectively. Three customers accounted for 17%, 7% and 5% of net sales during the three months ended November 30, 2020. Four customers accounted for 13%, 8%, 6%, and 6% (a dealer account in Japan representing various customers) of net sales during the three months ended November 30, 2019.

Accounts receivable concentration shows that five customers comprised 21%, 8%, 8%, 7% and 6% (a dealer account in Japan representing various customers) of accounts receivable at November 30, 2020. Accounts receivable concentration shows that four customers comprised 14%, 8%, 7% and 7% (a dealer account in Japan representing various customers) of accounts receivable at November 30, 2019.

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We operate in the computer software industry, which is highly competitive and changes rapidly. Our operating results could be significantly affected by our ability to develop new products and find new distribution channels for new and existing products.

The majority of our customers are in the pharmaceutical industry. During economic downturns, we have seen consolidations in the pharmaceutical industry. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous factors we cannot reliably predict, including the duration and scope of the pandemic; businesses and individuals' actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers' ability to pay for our products and services on an ongoing basis. As a result, our growth rate could be affected by consolidation and downsizing in the pharmaceutical industry.

NOTE 10: SEGMENT AND GEOGRAPHIC REPORTING

We account for segments and geographic revenues in accordance with guidance issued by the FASB. Our reportable segments are strategic business units that offer different products and services.

Results for each segment and consolidated results are as follows for the three months ended November 30, 2020 and 2019:

Schedule of consolidated results from reportable segments
(in thousands) Three Months Ended November 30, 2020
Simulations Plus Cognigen DILIsym Lixoft* Eliminations Total
Revenues $ 5,432 $ 2,668 $ 1,372 $ 1,229 $ – $ 10,701
Income from operations before income taxes $ 2,365 $ 206 $ (45 ) $ 525 $ – $ 3,051
Total assets $ 162,871 $ 12,279 $ 14,180 $ 20,628 $ (39,488 ) $ 170,470
Capital expenditures $ 139 $ 63 $ – $ 3 $ – $ 205
Capitalized software costs $ 568 $ – $ 43 $ 117 $ – $ 728
Depreciation and amortization $ 451 $ 81 $ 149 $ 184 $ – $ 865
* The Company purchased Lixoft on April 1, 2020.
--- ---
(in thousands**)** Three Months Ended November 30, 2019
--- --- --- --- --- --- --- --- --- --- --- ---
Simulations Plus Cognigen DILIsym Eliminations Total
Revenues $ 4,927 $ 2,387 $ 2,087 $ – $ 9,401
Income from operations $ 1,903 $ 40 $ 775 $ – $ 2,718
Total assets $ 40,656 $ 10,660 $ 14,149 $ (17,702 ) $ 47,763
Capital expenditures $ 8 $ 17 $ 3 $ – $ 28
Capitalized software costs $ 457 $ 20 $ 30 $ – $ 507
Depreciation and amortization $ 435 $ 86 $ 150 $ – $ 671 
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In addition, the Company allocates revenues to geographic areas based on the locations of its customers. Geographical revenues for the three months ended November 30, 2020 and 2019 were as follows:

Schedule of geographical revenues
(in thousands) Three Months Ended November 30, 2020
Americas EMEA Asia Pacific Total
Simulations Plus $ 2,518 $ 1,890 $ 1,024 $ 5,432
Cognigen 2,668 – – 2,668
DILIsym 1,326 21 25 1,372
Lixoft 611 567 51 1,229
Total $ 7,123 $ 2,478 $ 1,100 $ 10,701
****<br><br>(in thousands) **** Three Months Ended November 30, 2019
Americas EMEA Asia Pacific Total
Simulations Plus $ 2,547 $ 1,147 $ 1,233 $ 4,927
Cognigen 2,387 – – 2,387
DILIsym 1,737 325 25 2,087
Total $ 6,671 $ 1,472 $ 1,258 $ 9,401

NOTE 11: EMPLOYEE BENEFIT PLAN

We maintain a 401(k) Plan for all eligible

employees, and we make matching contributions equal to 100% of the employee’s elective deferral, not to exceed 4% of total employee compensation. We can also elect to make a profit-sharing contribution. Our contributions to this Plan amounted to $121 thousand and $92 thousand for the three months ended November 30, 2020 and 2019, respectively.

NOTE 12: ACQUISITION

On March 31, 2020, the Company entered into a Stock Purchase and Contribution Agreement (the “Agreement”) with Lixoft. On April 1, 2020, the Company completed the acquisition of all outstanding equity interests of Lixoft pursuant to the terms of the Agreement, with Lixoft becoming a wholly owned subsidiary of the Company. We believe the combination of Simulations Plus and Lixoft provides substantial future potential based on the complementary strengths of each of the companies.

Under the terms of the Agreement, as described below, the Company will pay the former shareholders of Lixoft total consideration of up to $16.5 million, consisting of two-thirds cash and one-third newly issued, unregistered shares of the Company’s common stock. In addition, the Company will pay $3.5 million of excess working capital based on the March 31, 2020 financial statements of Lixoft.

On April 1, 2020, the Company paid the former shareholders of Lixoft a total of $10.8 million, comprised of cash in the amount of $9.5 million and the issuance of 111,682 shares of the Company’s common stock valued at $3.7 million, net of adjustments and a holdback for representations and warranties. Under the terms of the Agreement a price of approximately $32.15 dollars per share was used based upon the volume-weighted average closing price of the Company’s shares of common stock for the 30-consecutive-trading-day period ending two trading days prior to April 1, 2020. A total of 9,669 shares are held in an escrow account for potential offset for representations and warrantees. Within three business days following the two-year anniversary of March 31, 2020 (the date of the Agreement) and subject to any offsets for representations and warrantees, the Company will pay the former shareholders of Lixoft a total of $2.0 million, comprised of $1.3 million of cash and shares released from escrow valued at $666 thousand issued at the date of the Agreement. The Agreement provides for a two-year market standoff period in which the newly issued shares may not be sold by the recipients thereof.

In addition, the Agreement calls for earnout payments up to an additional $5.5 million, two-thirds cash and one-third newly issued, unregistered shares of the Company’s common stock based on a revenue growth formula each year for the two years subsequent to April 1, 2020. The former shareholders can earn up to $2.0 million the first year and $3.5 million in year two. The earnout liability has been recorded at fair value.

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Under the acquisition method of accounting, the total purchase price reflects Lixoft’s tangible and intangible assets and liabilities based on their estimated fair values at the date of the completion of the acquisition (April 1, 2020). The following table summarizes the preliminary allocation of the purchase price for Lixoft:

Allocation of purchase price
(in thousands)
Assets acquired, including cash of $3,799 and accounts receivable of $629 $ 5,007
Developed technologies acquired 8,010
Estimated value of intangible assets acquired (customer lists, trade name etc.) 4,160
Estimated goodwill acquired 2,534
Liabilities assumed (1,118 )
Total consideration $ 18,593

Goodwill was provided in the transaction based on estimates of future earnings of this subsidiary including anticipated synergies associated with the positioning of the combined company as a leader in Model-Based Drug Development.

Consolidated supplemental Pro Forma information

The following unaudited consolidated supplemental pro forma information assumes that the acquisition of Lixoft took place on September 1, 2019 for the income statement for the three-month period ended November 30, 2020. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Lixoft to reflect the same expenses in the three-month perioded ended November 30, 2019. The adjustments include costs of acquisition, and amortization of intangibles and other technologies acquired during the merger, assuming the fair value adjustments applied on September 1, 2019, together with consequential tax effects.

Schedule of Pro Forma Information
For the three-month period ended
(in thousands) November 30,<br><br> <br>(Unaudited)
(Actual) (Pro forma)
2020 2019
Net sales $ 10,701 $ 10,521
Net income $ 2,479 $ 2,516

NOTE

13: SUBSEQUENT EVENTS

On Wednesday, January 6, 2021, our

Board of Directors declared a quarterly cash dividend of $0.06 per share to our shareholders. The dividend amount of $12001.2 million will be distributed on Monday, February 1, 2021, for shareholders of record as of Monday, January 25, 2021.

On December 28, 2020, the Company entered into a Third Amendment with Crest Development Group LLC to amend a lease of real property originally entered into on September 12, 2005 as amended in June 2013 and May 2016 for property located at 42505 10^th^ Street West, Ste. A in Lancaster, California. The Premises serves as the Company’s principal executive office. This Third Amendment (i) extends the term of the Lease by approximately five years to January 31, 2026, (ii) decreases the leased square footage from 13,500 sq. ft to 9,255 sq. ft, (iii) correspondingly reduces the base rent from $25,000 per month to $16,659 per month and (iv) allows the Company to opt out of the last 4 years of the Lease upon 180-day notice to the Landlord with no penalty.

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Item 2. Management's Discussion and Analysis or Plan of Operations

Forward-Looking Statements

This document and the documents incorporated in this document by reference contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking statements.

The forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as “believes,” expects,” “anticipates,” “intends,” “will,” “may,” “could,” “would,” “projects,” “continues,” “estimates” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements.

The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations.

Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in our Annual Report and elsewhere in this document and in our other filings with the SEC.

Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events, or otherwise.

General

BUSINESS

OVERVIEW

Simulations Plus, Inc., incorporated in 1996, is a premier developer of modeling and simulation software for drug discovery and development, including the prediction of properties of molecules utilizing artificial-intelligence- and machine-learning-based technology. We also provide consulting services ranging from early drug discovery through preclinical and clinical trial development to regulatory submissions in support of product approval. Our software and consulting services are provided to major pharmaceutical, biotechnology, agrochemical, cosmetics, and food industry companies and to academic and regulatory agencies worldwide for use in the conduct of industry-based research. SLP is headquartered in Southern California, with offices in Buffalo, NY, Research Triangle Park, NC, and Paris, France. The Company’s common stock trades on the Nasdaq Capital Market under the symbol “SLP”.

We are a global leader focused on improving the ways scientists use knowledge and data to predict the properties and outcomes of pharmaceutical and biotechnology agents by providing a wide range of early discovery, preclinical, and clinical consulting services and software. Our innovations in integrating new and existing science in medicinal and computational chemistry, pharmaceutical science, biology, physiology, and machine learning into our software have enabled us to be a leading software provider for physiologically based pharmacokinetics (PBPK) modeling and simulation, pharmacometric modeling and simulation, prediction of molecular properties from structure, and prediction of the propensity of drugs to induce liver injury or to treat nonalcoholic fatty liver disease. Our scientific consulting staff draw upon extensive experience across multiple therapeutic areas and a full range of modeling and simulation techniques to assist our clients across the full spectrum of drug development.

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We generate revenue by delivering relevant, cost-effective software and creative and insightful consulting services. Pharmaceutical and biotechnology companies use our software programs and scientific consulting services to guide early drug discovery (molecule design screening and lead optimization), preclinical, and clinical development programs, including using our software products and services to enhance their understanding of the properties of potential new medicines and to use emerging data to improve formulations, select and justify dosing regimens, support the generics industry, optimize clinical trial designs, and simulate outcomes in special populations, such as in elderly and pediatric patients.

Simulations Plus acquired Cognigen Corporation (Cognigen) as a wholly owned subsidiary in September 2014. Cognigen was originally incorporated in 1992. Through the integration of Cognigen into Simulations Plus, Simulations Plus became a leading provider of population modeling and simulation contract research services for the pharmaceutical and biotechnology industries. Our clinical-pharmacology-based consulting services include pharmacokinetic and pharmacodynamic modeling, clinical trial simulations, data programming, and technical writing services in support of regulatory submissions. We have also developed software for harnessing cloud-based computing in support of modeling and simulation activities and secure data archiving, and we provide consulting services to improve interdisciplinary collaborations and research and development productivity.

Simulation Plus acquired DILIsym Services, Inc. (DILIsym) as a wholly owned subsidiary in June 2017. The acquisition of DILIsym positioned the Company as the leading provider of Drug Induced Liver Injury (DILI) modeling and simulation software and related scientific consulting services. In addition to the DILIsym® software for analysis of potential drug-induced liver injury, DILIsym. also has developed a simulation program for analyzing nonalcoholic fatty liver disease (NAFLD) called NAFLDsym™. Both the DILIsym and NAFLDsym software programs require outputs from physiologically based pharmacokinetics (PBPK) software as inputs. Outputs generated by the GastroPlus™ PBPK software that are required by DILIsym software can be automatically mapped to DILIsym applications; thus, the integration of these technologies provides a seamless capability for analyzing the potential for drug-induced liver injury for new drug compounds and for investigating the potential for new therapeutic agents to treat NAFLD. Since the acquisition, DILIsym has applied its mechanistic modeling resources in other disease areas including idiopathic pulmonary fibrosis (IPF).

Simulations Plus acquired Lixoft as a wholly owned subsidiary on April 1, 2020. Lixoft brings to Simulations Plus its powerful software products, Monolix, Simulx and PKanalix, which can take modeling projects from data exploration to clinical trial simulations. In addition, Lixoft provides training and focused consulting services which can accelerate pharmacometric studies. Lixoft’s technologies were developed as a result of a research program led by the French national research institute for digital science and technology (Inria), on nonlinear mixed effect models for advanced population analysis, pharmacometrics, pre-clinical, and clinical trial modeling and simulation. Lixoft continues to work with Inria.

PRODUCTS

General

We currently offer eleven software products for pharmaceutical research and development: five simulation programs that provide time-dependent results based on solving large sets of differential equations: GastroPlus; DDDPlus™; MembranePlus™; DILIsym; and NAFLDsym®; three programs that are based on predicting and analyzing static (not time-dependent) properties of chemicals: ADMET Predictor; MedChem Designer™; and MedChem Studio™ (the combination of ADMET Predictor, MedChem Designer, and MedChem Studio is called our ADMET Design Suite); a program which is designed for rapid clinical trial data analysis and regulatory submissions called PKPlus™; a program called KIWI™ from our Cognigen division that provides an integrated platform for data analysis and reporting through our proprietary secure cloud; and in April 2020 with the acquisition of Lixoft, we added the Monolix Suite of products – a modeling and simulation solution that allows nonparametric analyses, population PKPD analyses, and modeling and clinical trial simulation.

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Software business

Our software business represents 58% of our total revenue during the first quarter of fiscal year 2021, and is primarily generated by the following products:

GastroPlus®

Our flagship product, originally introduced in 1998, and currently our largest single source of software revenue, is GastroPlus. GastroPlus mechanistically simulates the absorption, pharmacokinetics, pharmacodynamics, and drug-drug interactions of compounds administered to humans and animals and is currently one of the most widely used commercial software of its type by industry, the U.S. Food and Drug Administration (FDA), the U.S. National Institutes of Health (NIH), and other government agencies in the U.S. and around the world. In October 2020, GastroPlus version 9.8, which provides enhancements to non-oral delivery models, was released.

ADMET Predictor®

ADMET Predictor is a top-ranked, chemistry-based computer program that takes molecular structures (i.e., drawings of molecules represented in various formats) as inputs and uses artificial intelligence/machine learning technologies to predict approximately 175 different properties for them at an average rate of over 200,000 compounds per hour on a modern laptop computer. This capability allows chemists to generate estimates for a large number of important molecular properties without the need to synthesize and test the molecules, as well as to generate estimates of unknown properties for molecules that have been synthesized, but for which only a limited number of experimental properties have been measured. In September 2020, ADMET Predictor® Version 10.0 (APX), which integrates Artificial Intelligence-driven Drug Design Integration (AIDD) with PBPK, was released.

DILIsym®

The DILIsym software is a quantitative systems pharmacology (QSP) program that was introduced in 2011. QSP software models are based on the fundamental understanding of complex biological pathways, disease processes, and drug mechanisms of action, integrating information from experiments and forming hypotheses for the next experimental model. DILIsym deals with the propensity for some drug molecules to induce temporary or permanent changes in biological functions within liver cells (hepatocytes) that can result in damage to the liver (i.e., drug-induced liver injury or DILI).

Monolix Suite^TM^

The Monolix Suite is a unique solution for modeling and simulation for pharmaceutical companies, biotechs, and hospitals. It supports nonparametric analyses, population PKPD analyses and modeling, and clinical trial simulation. The extended MonolixSuite contains three main products: Monolix, Simulx, and PKanalix. These products are interconnected and interoperable, i.e., allowing users to go from one application to another one without changing anything in terms of data set or of biological models. Monolix 2020R1 was released in November 2020, which combines the most advanced algorithms with unique ease of use.

Consulting Services

Our consulting business represented 42% of our total revenue during the first quarter of fiscal year 2021, and is primarily generated by the following services:

PKPD

Our clinical-pharmacology-based consulting services include pharmacokinetic and pharmacodynamic modeling, clinical trial simulations, data programming, and technical writing services in support of regulatory submissions. The Company provides modeling and simulation consulting services and assistance when an organization does not have the time or resources to use our software directly.

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QSP/QST

We provide creative and insightful consulting services to support our QSP/QST modeling focused on heart failure, liver safety, radiation syndrome, as well as other areas. Pharmaceutical and biotechnology companies use our scientific consulting services to guide early drug discovery (molecule design screening and lead optimization), preclinical, and clinical development programs. This includes using our software products and services to enhance their understanding of the properties of potential new medicines and to use emerging data to improve formulations, select and justify dosing regimens, support the generics industry, optimize clinical trial designs, and simulate outcomes in special populations, such as in elderly and pediatric patients.

PBPK

Beginning in 2014, the FDA and other regulatory agencies began to emphasize the need to encourage mechanistic PBPK modeling and simulation in clinical pharmacology, with final guidance documents completed in 2018. This has resulted in an increased need for us to provide consulting-related services to support this sophisticated product. We support Model Based Drug Development in all phases of drug discovery, translational research, and clinical development when an organization does not have the time or resources to use our software, directly. More specifically, our clients seek out our consulting services to acquire scientific, therapeutic-area-related modeling and simulation expertise that they do not have in-house.

Summary Results of Operations

Comparison of Three Months Ended November 30, 2020 and2019.

The following table sets forth our condensed statements of operations (in thousands) and the percentages that such items bear to net sales:

(in thousands) Three Months Ended November 30,
2020 2019
Revenues $ 10,701 100.0% $ 9,401 100.0%
Cost of revenues 2,433 23 2,643 28
Gross margin 8,268 77 6,758 72
Selling, general and administrative 4,408 41 3,514 37
Research and development 809 8 526 6
Total operating expenses 5,217 49 4,040 43
Income from operations 3,051 29 2,718 29
Other income (expense) (55 ) (1 ) 15 0.2
Income before provision for income taxes 2,996 28 2,733 29
(Provision for) income taxes (517 ) (5 ) (675 ) (7 )
Net income $ 2,479 23% $ 2,058 22%

Consolidated Revenues

Consolidated revenues increased by 14% or $1.3 million to $10.7 million for the three months ended November 30, 2020 compared to $9.4 million for the three months ended November 30, 2019.

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This increase is primarily due to a $1.6 million or 35% increase in consolidated software-related revenue, offset by a $0.3 million or 6% decrease in consolidated consulting and analytical study revenues when comparing the three-month periods ended November 30, 2020 and November 30, 2019.

Consolidated Cost of Revenues

Consolidated cost of revenues decreased by $0.2 million, or 8%, to $2.4 million for the three-month period ended November 30, 2020 compared to $2.6 million for the three-month period ended November 30, 2019. The decrease is primarily due to a $0.2 million decrease in labor-related contract research organization fees for the DILIsym division.

Consolidated Gross Margin

Consolidated gross margin increased $1.5 million or 22% to $8.3 million for the three-month period ended November 30, 2020 compared to $6.8 million for the three-month period ended November 30, 2019.

The higher gross margin is primarily due to the addition of the Lixoft division, which contributed $1.0 million to the increase, as well as due to the Simulations Plus division’s gross margin increase of $0.5 million or 13%. The Cognigen Division gross margin increased $0.4 million or 36%, with a gross margin percentage of 57% for the quarter. This was offset by a decrease for DILIsym Divisions’ gross margin of $0.5 million or 32% with a gross margin percentage of 72% for the quarter.

Overall gross margin percentage increased by 5% to 77% for the three-month period ended November 30, 2020 from 72% for the three-month period ended November 30, 2019.

Consolidated Selling, General and Administrative Expenses

Selling, general, and administrative expenses increased $0.9 million, or 25% to $4.4 million for the three-month period ended November 30, 2020 from $3.5 million for the three-month period ended November 30, 2019. As a percent of revenues, Selling, general, and administrative expense increased from 37% to 41% for the same comparative periods.

The increase in Selling, General, and Administrative expense was primarily due to the following:

· Salaries and wage increased by $391 thousand due to higher corporate salaries and bonuses, higher headcount and higher contract labor costs;
· Payroll tax expense increased $218 thousand due to higher headcount and wages;
· Insurance expense increased by $116 thousand due to cost increases, higher employee counts and increased liability-related<br>insurance;
· Professional fees increased by $95 thousand due to higher accounting costs.

Research and Development

Total research and development costs increased by $0.5 million for the three months ended November 30, 2020 compared to the three months ended November 30, 2019. During the first quarter of FY 2021, we incurred approximately $1.5 million of research and development costs; of this amount, $0.7 million was capitalized and $0.8 million was expensed. For the three months ended November 30, 2019 we incurred approximately $1.0 million of research and development costs, of this amount, $0.5 million was capitalized and $0.5 million was expensed.

Other Income (Expense)

Total other expense was $55 thousand for the three months ended November 30, 2020 compared to total other income of $15 thousand for the three months ended November 30, 2019. The decrease of $70 thousand is primarily due to a change in the valuation of contingent consideration, partially offset by an increase in interest income resulting from short-term investments.

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Provision for Income Taxes

The provision for income taxes was $0.5 million for the three months ended November 30, 2020 compared to $0.7 million for the same period in the previous year. Our effective tax rate decreased 7.4% to 17.3% for the three months ended November 30, 2020 from 24.7% during the same period of the previous year.

Net Income

Net income increased by $0.4 million, or 20.5%, for the three months ended November 30, 2020 to $2.5 million from $2.1 million for the same period in the previous year.

Segment Results of Operations

Revenue

(in thousands) Three Months Ended November 30,
2020 2019 Change () Change (%)
Simulations Plus $ 5,432 $ 4,927 10%
Cognigen 2,668 2,387 12
DILIsym 1,372 2,087 ) (34 )
Lixoft* 1,229 – 100
Total $ 10,701 $ 9,401 14%

All values are in US Dollars.

Cost of Revenue

(in thousands) Three Months Ended November 30,
2020 2019 Change () Change (%)
Simulations Plus $ 711 $ 744 ) (4)%
Cognigen 1,145 1,271 ) (10)
DILIsym 386 628 ) (39)
Lixoft* 191 – 100
Total $ 2,433 $ 2,643 ) (8)%

All values are in US Dollars.

Gross Margin

(in thousands) Three Months Ended November 30,
2020 2019 Change () Change (%)
Simulations Plus $ 4,721 $ 4,183 13%
Cognigen 1,523 1,116 36
DILIsym 986 1,459 ) (32)
Lixoft* 1,038 – 100
Total $ 8,268 $ 6,758 22%

All values are in US Dollars.

*Lixoft was acquired on April 1, 2020.

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Three Months Ended November 30, 2020 compared with ThreeMonths Ended November 30, 2019

Simulations Plus

Revenue increased $505 thousand or 10%, primarily due to higher sales from GastroPlus ($357 thousand) and ADMET Software ($94 thousand). Cost of revenue decreased marginally during the periods. Gross margin increased $538 thousand or 13%, primarily due to the change in revenue.

Cognigen

Revenue increased $281 thousand or 12%, primarily due to an increase in grant revenue of $248 thousand. Cost of revenue decreased $126 thousand or 10%, primarily due to a reduction in salaries. Gross margin increased $407 thousand or 36%, primarily due to the increase in income.

DILIsym

Revenue decreased $715 thousand or 34%, primarily due to lower revenue from DILIsym consulting services. Cost of revenue decreased $242 thousand or 39%, primarily due to a decrease in contract research organization fees of $226 thousand. Gross margin decreased $473 thousand or 32%, primarily due to the change in revenue.

Lixoft

Revenue increased $1.2 million due to the purchase of Lixoft on April 1, 2020. Software sales of Monolix Suite generated 95% of total revenue and 5% was generated from consulting services. Cost of revenue increased $191 thousand, and gross margin was $1.0 million due to the purchase of Lixoft on April 1, 2020.

Liquidity and Capital Resources

Historically, our principal sources of capital have been cash flows from our operations. We have achieved continuous positive operating cash flow over the last eleven fiscal years. We believe that our existing capital and anticipated funds from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the foreseeable future.

In August 2020, the company closed an underwritten public offering of 2,090,909 shares of its common stock to the public at $55.00 per share, which included the full exercise of the underwriters’ option to purchase 272,727 additional shares of common stock. The aggregate gross proceeds to the company from this offering were approximately $115 million, before deducting underwriting discounts and commissions; net proceeds were approximately $107.7 million. The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.

Notwithstanding the foregoing, if cash generated from operations and the net proceeds from our underwritten public offering are insufficient to satisfy our capital requirements, we may draw from our revolving line of credit with the bank, or we may have to sell additional equity or debt securities or obtain expanded credit facilities. In the event such financing is needed in the future, there can be no assurance that such financing will be available to us, or, if available, that it will be in amounts and on terms acceptable to us. If cash flows from operations became insufficient to continue operations at the current level, and if no additional financing was obtained, then management would restructure the Company in a way to preserve its pharmaceutical business while maintaining expenses within operating cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As of November 30, 2020 and August 31, 2020, we had cash and cash equivalents of $27.7 million and $49.2 million, respectively. We hold held-to-maturity short-term investments that are exposed to market risk related to changes in interest rates, which could affect the value of our assets and liabilities. We do not hold any trading and or available-for-sale securities. Some of our cash and cash equivalents are held in money market accounts; however, they are not exposed to market-rate risk.

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In the three months ended November 30, 2020 and 2019, we sold $869 thousand and $841 thousand, respectively of software through representatives in certain Asian markets in local currencies. As a result, our financial position, results of operations, and cash flows can be affected by fluctuations in foreign currency exchange rates, particularly fluctuations in the yen and RMB exchange rates. These transactions give rise to receivables that are denominated in currencies other than the entity’s functional currency. The value of these receivables is subject to change because the receivables may become worth more or less due to changes in currency exchange rates. The majority of our software license agreements are denominated in U.S. dollars. We record foreign gains and losses as they are realized. We mitigate our risk from foreign currency fluctuations by adjusting prices in our foreign markets on a periodic basis. We base these changes on market conditions while working closely with our representatives. We do not hedge currencies or enter into derivative contracts.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under 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 a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, management concluded as of November 30, 2020, that our disclosure controls and procedures were effective.

Changes in Internal Controls over FinancialReporting

No change in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material pending legal proceedings, please see Note 7, Commitments and Contingencies, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the trading price of shares of our Common Stock. Additional risks not currently known or currently material to us may also harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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| --- | | Item 6. | Exhibits | | --- | --- | | EXHIBIT NUMBER | DESCRIPTION | | --- | --- | | 10.1 (1) † | Employment Agreement by and between the Company and Shawn O’Connor, dated as of September 3, 2020. | | 10.2* † | Employment Agreement by and between the Company and William W. Frederick, dated as of December 1, 2020. | | 31.1* | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | 31.2* | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | | 101.INS* | XBRL Instance Document. | | 101.SCH* | XBRL Taxonomy Extension Schema Document. | | 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | | 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | | 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | | 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | | 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. |

________________________

^ Schedules and exhibits omitted pursuant to Item 601(b)(2) of Registration S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
† Those exhibits marked with a (†) refer to management contracts or compensatory plans or arrangements
* Filed herewith
** Furnished herewith
(1) Incorporated by reference to the Company’s Form 8-K filed with the SEC on September 9, 2020. 
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SIGNATURE

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, State of California, on January 11, 2021.

Simulations Plus, Inc.
Date: January 11, 2021 By: /s/ Will Frederick
Will Frederick
Chief Financial Officer
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Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of this 1^st^ day of December, 2020 (the “Effective Date”), by Simulations Plus, Inc., a California corporation (the “Company”) and Will Frederick, an individual (the “Employee”) with reference to the following facts:

A.                The Company desires to secure the services of the Employee as Chief Financial Officer (“CFO”).

B.                The Employee agrees to perform such services for the Company under the terms and conditions set forth in this Agreement.

In consideration of the mutual promises, covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed by and between the Company and the Employee as follows:

**1.**Representations and Warranties. The Company represents and warrants that it is empowered under its Articles or Certificate of Incorporation and Bylaws to enter into this Agreement. The Employee represents and warrants that he is under no employment contract, bond, confidentiality agreement, or any other obligation that would violate or be in conflict with the terms and conditions of this Agreement or encumber his performance of duties assigned to him by the Company. The Employee further represents and warrants that he has not signed or committed to any employment or consultant duties or other obligations that would divert his full attention from the duties assigned to him by this Agreement; provided, that the foregoing limitations shall not be construed as prohibiting Employee from making personal investments or participating in business activities or community affairs in such form or manner as will not prevent Employee from performing his duties and responsibilities hereunder or cause Employee to violate the terms of Section 6 hereof.

**2.**Employment and Duties. The Company hereby employs the Employee as Chief Financial Officer and the Employee hereby accepts such employment during the Term.

As Chief Finance Officer, the Employee shall have such duties, authority and responsibility as shall be consistent with the Employee’s position and such other duties as assigned by the Chief Executive Officer (“CEO”) of the Company and/or the Board of Directors of the Company (the “Board of Directors”).

**3.**Term. Subject to the provisions of Section 5, the term of this Agreement shall commence on December 1, 2020 for a duration of two (2) years ending on December 1, 2022 (“Term”). If the Agreement is not terminated pursuant to Section 5, the Agreement shall continue from year to year, unless either party to the Agreement gives written notice to the other of a desire to change, amend, modify or terminate the Agreement, at least sixty (60) days prior to the end of the then existing term of the Agreement.

**4.**Compensation. In full and complete consideration for the employment of Employee hereunder, each and all of the services to be rendered to the Company by the Employee, and each and all of the representations, warranties, covenants, agreements and promises undertaken by the Employee pursuant to this Agreement, the Employee shall be entitled to receive compensation as follows:

4.1              One-time Sign-on Stock Options. The Employee shall receive a grant of 20,000 stock options to be issued upon starting employment with the Company.

4.2              Base Salary. The Employee shall receive from the Company a base salary of two hundred seventy thousand dollars ($270,000) per year, payable in equal, bi-monthly installments (“Base Salary”). From each payment of Base Salary the Company will withhold and pay to the proper governmental authorities any and all amounts required by law to be withheld for federal income tax, state income tax, federal Social Security tax, state disability insurance premiums, and any and all other amounts required by law to be withheld from the Employee's salary.

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4.3              Performance Bonus. For each fiscal year during the term of this Agreement, the Employee shall be eligible to receive a performance bonus based upon actual performance in relation to specific performance metrics and paid in the form of both cash and stock options as defined in Sections 4.3(a) and 4.3(b) below. Such metrics and their corresponding targets will be annually determined mutually with the CEO and approved by the Compensation Committee of the Board of Directors. The metrics and their corresponding targets will consist of strategic and financial Company, Division and personal goals. During the first fiscal year of this Agreement, the Employee is eligible to receive a pro rata bonus based on the amount of the fiscal year that the Employee was employed. The Employee must be employed by the Company on the last date of the fiscal year to be eligible for the Performance Bonus related to the previous fiscal year. The Company reserves the right to make no payment of the Performance Bonus if the (a) Employee’s performance or (b) Company’s financial performance does not warrant the payment of Performance Bonuses.

(a)               Cash Bonus. For each fiscal year during the term of this Agreement, the Employee shall be eligible to receive a cash performance bonus of between 25% to 35% of the Employee’s salary, with a target cash performance bonus of 30% ($81,000).

(b)               Stock Options. For each fiscal year during the term of this Agreement, the Employee shall be eligible to receive a grant of between 5,000 and 15,000 stock options under the 2017 Equity Incentive Plan.

4.4              Benefits. The Company shall provide to the Employee, and the Employee shall be entitled to receive from the Company, such health insurance and other benefits which are appropriate to the office and position of Employee, adequate to the performance of his duties and not inconsistent with that which the Company customarily provides at the time to its other management employees. The Employee's right to vacation and sick leave shall be determined in accordance with the policies of the Company as may be in effect from time to time and as are approved by the Board of Directors. Employee shall have the right to reimbursement of customary, ordinary and necessary business expenses, including travel, incurred in connection with the rendering of services and performance of the functions required hereunder in accordance with the policies of the Company as may be in effect from time to time and as are approved by the Company’s Board of Directors. Such expenses are reimbursable only upon presentation by Employee of appropriate documentation pursuant to the policies adopted by the Company’s Board of Directors. Employee’s main corporate business office will be designated at a later date based upon proximity to one of the Company’s major offices. On a day-to-day basis he may also choose to work from his home if business needs do not require a physical presence at the office. Employee will be reimbursed for any travel expenses associated with required Company business.

**5.**Termination of Employment.

5.1              Expiration of the Term of Agreement. This Agreement shall be automatically terminated upon the expiration of the Term, or as sooner agreed to by both the Employee and the Company in writing in the event this Agreement is superseded by a new agreement. Upon such termination, the Company shall have no further liability to the Employee for any payment, compensation or benefit whatsoever under this Agreement except with respect to (a) the Employee's salary and benefits through the effective date of the Employee's termination, and (b) such other compensation or benefits (if any) which, by the terms of the applicable plan or policy, is payable to the Employee after termination of employment.

5.2              By Death. This Agreement shall be terminated upon the death of the Employee. The Company's total liability in such event shall be limited to payment of (a) the Employee's salary and benefits through the date of the Employee's death, and (b) such other compensation or benefits (if any) which, by the terms of the applicable plan or policy, is payable after the Employee's death.

5.3              By Complete Disability. Employee’s employment may be terminated due to his complete disability. The complete disability of Employee (“Complete Disability”) means Employee’s inability to perform Employee’s duties under this Agreement, by reason of any condition of mind or body, physical or mental, which prevents Employee from satisfactorily performing his essential duties, with or without reasonable accommodation, for a period of at least one hundred eighty (180) consecutive days. The Company’s total liability in such event shall be limited to payment of the Employee’s salary and benefits through the effective date of termination upon Complete Disability.

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5.4              For Cause. The Company reserves the right to terminate this Agreement immediately, at any time, by providing written notice to Employee that his employment is being terminated for “Cause”. The Company has “Cause” to terminate Employee’s employment if, in the reasonable opinion of the Company’s Board of Directors: the Employee fails or refuses to faithfully and diligently perform the usual and customary duties of his employment which failure or refusal is not cured within thirty (30) days after written notice thereof is given to Employee; commits any material act of dishonesty, fraud, misrepresentation, or other act of moral turpitude; is guilty of gross carelessness or misconduct; fails to obey the lawful direction of the Company’s Board of Directors; fails or refuses to comply with the material policies, standards and/or rules of the Company which from time to time may be established; violates any term or condition of this Agreement; or acts in any way that has a direct, substantial and adverse effect on the Company’s reputation. The Company’s total liability to the Employee in the event of termination of the Employee's employment under this section shall be limited to the payment of the Employee's salary and benefits through the effective date of termination.

5.5              Without Cause. The Company reserves the right to terminate this Agreement without cause for any reason whatsoever upon thirty (30) days' written notice to the Employee. Upon termination under this subsection, Employee shall be paid his salary and benefits through the effective date of termination. In addition, so long as Employee signs a release of all claims against the Company on a release form provided by the Company to him at that time, once the release becomes effective, the Employee shall:

(a)               Receive a one-time payment of an amount equal to twelve (12) months of the Employee's Base Salary; and

(b)               Remain on Employee’s existing benefits coverage under COBRA for twelve (12) months after termination date. The cost for this COBRA benefits coverage will be paid by the Company.

(c)               Other than the one-time payment and the company-paid COBRA coverage as described in Sections 5.5 (a) and (b) above, the Company shall have no further obligation to pay the Employee any other compensation or benefits whatsoever. The Employee hereby agrees that the Company may dismiss him under this Section 5.5 without regard (i) to any general or specific policies (whether written or oral) of the Company relating to the employment or termination of its employees, or (ii) to any statements made to the Employee, whether made orally or contained in any document, pertaining to the Employee's relationship with the Company.

5.6              Mutual Consent. This Agreement shall be terminated upon mutual written consent of the Company and the Employee. The Company’s total liability to the Employee in the event of termination of the Employee's employment under this Section 5.6 shall be limited to the payment of:

(a)               The Employee's salary and benefits through the effective date of termination; and

(b)               Such other compensation or benefits (if any) which, by the terms of the applicable plan or policy, is payable to the Employee after termination of employment, except as otherwise agreed by the parties in writing.

5.7              Termination of Offices and Board. Upon termination of employment for any reason whatsoever, the Employee shall be deemed to have resigned from all offices, including the Board of Directors then held with the Company, if any.

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**6.**Restrictions on Use or Disclosure of Confidential Matters, Proprietary Information and Trade Secrets.

6.1              During the Term of this Agreement, Employee will have access to confidential information of the Company and its customers. “Confidential Information” is information which is not generally known to the public and, as a result, is of economic benefit to the Company or its customers in the conduct of its business. The Company and Employee agree that Confidential Information shall include, but not be limited to, all information developed or maintained by the Company and/or its customers and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing): techniques, designs, drawings, processes, inventions, development, equipment, prototypes, methods, databases, consulting agreements, product research, sales, marketing and strategic plans, programming plans, advertising and promotion plans, products and “availability” information, existing and developing software products, source code, object code, technical documentation, flow charts, test results, models, data, research, formulas, ideas, trade names, service marks, slogans, forms, customer lists, client contacts, pricing structures, business forms, marketing programs and plans, business plans and strategies, layout and design, financial information, financial structure, operational methods and tactics, cost information, the identity of suppliers or customers of the Company, accounting procedures, details, and any document, record or other information of the Company relating to the above. Confidential Information include not only information belonging to the Company or its customers which existed before the date of this Agreement but also information developed by Employee for the Company or its customers during the term of this Agreement and thereafter. The Employee will not disclose to anyone, directly or indirectly, any of such Confidential Information or use them other than as necessary in the course of his duties with the Company. All documents that the Employee prepares, or Confidential Information that might be given to him or that Employee himself might create in the course of his employment by the Company, are the exclusive property of the Company. During the Term and at any time thereafter, the Employee shall not publish, communicate, divulge, disclose or use any of such Confidential Information which has been reasonably designated by the Company as proprietary or confidential or which from the surrounding circumstances the Employee knows, or has good reason to know, or should reasonably know, ought to be treated by the Employee as proprietary or confidential without the prior written consent of the Company, which consent may not be unreasonably withheld by the Company.

6.2              In the course of his employment for the Company, Employee will develop a personal relationship with the Company’s customers and knowledge of those customers’ affairs and requirements, which may constitute the Company’s only contact with such customers. The Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Employee make the covenants contained herein. Accordingly, the Employee agrees that while he is in the Company’s employ, he will not directly or indirectly:

(a)               Attempt in any manner, to solicit from any customer (except on behalf of the Company’s) business of the type performed by the Company or to persuade any customer of the Company to cease to do business or reduce the amount of business which any such customer has customarily done or contemplates doing with the Company, whether or not the relationship with the Company and such customer was originally established in whole or in part through the Employee's efforts; or

(b)               Engage in any business as, or own an interest in, directly or indirectly, any individual proprietorship, partnership, corporation, joint venture, trust or any other form of business entity if such business form or entity is engaged in the business in which the Company is engaged;

(c)                Render any services of the type rendered by the Company to or for any customer of the Company;

(d)               Employ or attempt to employ or assist anyone else to employ any person who is then or at any time during the preceding year in the Company’s employ.

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6.3              Notice of Rights. Notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets or Confidential Information, Employee is hereby notified that Employee may not be held criminally or civilly liable, under any applicable federal or state trade secret law, for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.  Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, Employee is advised that individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

6.4              This entire Section 6 shall survive termination of this Agreement.

**7.**The Company’s Property.

7.1              Any patents, inventions, discoveries, applications or processes, software and computer programs devised, planned, applied, created, discovered or invented by the Employee in the course of his employment by the Company and which pertain to any aspect of the business of the Company, or their respective subsidiaries, affiliates or customers, shall be the sole and exclusive property of the Company, and the Employee shall make prompt report thereof to the Company and promptly execute any and all documents reasonably requested to assure the Company the full and complete ownership thereof.

7.2              All records, files, lists, drawings, documents, equipment and similar items relating to the Company’s business which the Employee shall prepare or receive from the Company in the course of his employment by the Company shall remain the Company’s sole and exclusive property. Upon termination of this Agreement the Employee shall return promptly to the Company all property of the Company in his possession and the Employee represents and warrants that he will not copy, or cause to be copied, printed, summarized or compiled, any software, documents or other materials originating with and/or belonging to the Company, including, without limitation, documents or other materials created by the Employee for, or on behalf of, the Company. The Employee further represents and warrants that he will not retain in his possession any such software, documents or other materials in machine or human readable form.

7.3              This Section 7 shall survive termination of this Agreement.

**8.**Outside Activities. During the Term, the Employee shall not, directly or indirectly, either as an officer, director, employee, representative, principal, partner, shareholder, employee, agent or in any other capacity, engage or assist any third party in engaging in any business competitive with the business of the Company, or engage in any other gainful occupation which requires his personal attention, without the prior written consent of the Company, which consent may be withheld by the Company in their sole and absolute discretion. Following his employment with the Company, the Employee shall not engage in unfair competition with the Company, aid others in any unfair competition with the Company, in any way breach the confidence that the Company has placed in the Employee or misappropriate any proprietary information of the Company.

**9.**Reports. The Employee, when directed, shall provide written reports to the Company with respect to the services provided hereunder.

**10.**Strict Loyalty. The Employee hereby covenants and agrees to avoid all circumstances and actions that reasonably would place the Employee in a position of divided loyalty with respect to his obligations under this Agreement.

**11.**Assignment. This Agreement may not be assigned to another party by the Employee without the prior written consent of the Company, which consent may be withheld by the Company, in their sole and absolute discretion.

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**12.**Arbitration. In the event of any dispute between the Company and the Employee concerning any aspect of the employment relationship, including any disputes relating to its termination, all such disputes shall be resolved by binding arbitration before a single neutral arbitrator pursuant to the Federal Arbitration Act, a s follows. This provision shall supersede any prior arbitration agreement, policy or understanding between the parties. The parties intend to revoke any prior arbitration agreement.

12.1          Claims Covered by the Agreement. The Employee and the Company mutually consent to the resolution by final and binding arbitration of all claims or controversies (“claims”) that the Company may have against the Employee or that the Employee may have against the Company or against its officers, directors, partners, employees, agents, pension or benefit plans, administrators, or fiduciaries, franchisors, or any parent, subsidiary or affiliated companies or corporation (collectively referred to for purposes of this Section 12 as “Company’s Parties”), relating to, resulting from, or in any way arising out of Employee’s employment relationship with Company and/or the termination of Employee’s employment relationship with Company, to the extent permitted by law. The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination and harassment (including, but not limited to, race, sex, religion, national origin, age, marital status or medical condition, disability, or sexual orientation); claims for benefits (except where an employee benefit or pension plan specifies claims procedures different from the ones described in this Section 12); claims for breach of any duties or obligations; and claims for violation of any public policy, federal, state or other governmental law, statute, regulation or ordinance, except claims excluded in the following section.

12.2          Claims Not Covered by the Agreement. Claims the Employee may have for workers’ compensation (excluding discrimination claims under workers’ compensation statutes), unemployment compensation benefits, or claims under the Private Attorney General Act of 2014 (“PAGA”), California Labor Code Sections 2699 et seq. are not covered by this Arbitration section.

12.3          Required Notice of Claims and Statute of Limitations. Arbitration may be initiated by the Employee by serving or mailing a written notice to the Chairman of the Board of the Company. Arbitration may be initiated by the Company’s Parties by serving or mailing a written notice to the Employee at his last known address. The notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The written notice shall be served or mailed within the applicable statute of limitations period set forth by federal or state law.

12.4          Arbitration Procedures.

(a)               After demand for arbitration has been made by serving written notice under the terms of Section 12.3 of this Agreement, the party demanding arbitration shall file a demand for arbitration with the office of Judicial Arbitration and Mediation Services (“JAMS”) located in Los Angeles, California. The arbitrator shall be selected from the JAMS panel and the arbitration shall be conducted pursuant to JAMS policies and procedures. All rules governing the arbitration shall be the rules as set forth by JAMS. If the dispute is employment-related, the dispute shall be governed by JAMS’ then-current version of the national rules for the resolution of employment disputes. JAMS’ then-applicable rules governing the arbitration may be obtained from JAMS’ website which currently is www.jamsadr.com.

(b)               The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California, or federal law, or both, as applicable to the claim(s) asserted. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable.

(c)               Either party may file a motion for summary judgment with the arbitrator. The arbitrator is entitled to resolve some or all of the asserted claims through such a motion. The standards to be applied by the arbitrator in ruling on a motion for summary judgment shall be the applicable laws as specified in Section 12.4(b) of this Agreement.

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(d)               Discovery shall be allowed and conducted pursuant to the then-applicable arbitration rules of JAMS, provided that the parties shall be entitled to discovery sufficient to adequately arbitrate their claims and defenses. The arbitrator is authorized to rule on discovery motions brought under the applicable discovery rules.

12.5          Construction. These arbitration provisions shall be construed and enforced pursuant to the FAA. The Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these arbitration provisions, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Any disputes regarding the enforceability or validity of these arbitration provisions shall be resolved as if the arbitrator or other decision-maker, if any, is acting as a federal district court judge applying the FAA and its precedent.

12.6          Arbitration Decision. The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or California law.

12.7          Application for Emergency Injunctive and/or Other Equitable Relief. Claims by the Company or Employee for emergency injunctive and/or other equitable relief relating to unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information and/or a breach of the provisions of Sections 6, 7, and 8 of this Agreement shall be submitted to JAMS for emergency treatment. The parties agree that the JAMS administrator may select a neutral hearing officer (subject to conflicts) to hear the emergency request only. The hearing officer should be experienced in considering requests for emergency injunctive and/or other equitable relief. The hearing officer shall conform his or her consideration and ruling with the applicable legal standards as if this matter were heard in a court of law in the applicable jurisdiction for such a dispute.

12.8          Place of Arbitration. The arbitration will be at a mutually convenient location in Los Angeles, California. If the parties cannot agree upon a location, then the arbitration will be held at a JAMS’ office in Los Angeles.

12.9          Representation, Fees and Costs. Each party may be represented by an attorney or other representative selected by the party. Each party shall be responsible for its own attorneys’ or representative’s fees. However, if any party prevails on a statutory claim that affords the prevailing party’s attorneys’ fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party. The Company shall be responsible for the arbitrator’s fees and costs to the extent they exceed any fee or cost that the Employee would be required to bear if the action were brought in court.

12.10       Waiver Of Jury Trial/Exclusive Remedy. The Employee and the Company knowingly and voluntarily waive any constitutional right to have any dispute between them decided by a court of law and/or by a jury in court.

12.11       Waiver of Representative/Class Action Proceedings. Employee and Company knowingly and voluntarily agree to bring any claims governed by this Agreement in his/its individual capacity and not as a plaintiff, class member or representative in any purported class or representative action. They further agree to waive any right to participate in any representative or class action proceeding related to any claims governed by this Agreement. The Company and Employee also agree that the arbitrator may not consolidate more than one individual’s claims, and may not otherwise preside over any form of representative or class action proceeding, including, but not limited to, any representative action under California Business and Professions Code Sections 17200 et seq. For purposes of this Agreement, the term “representative” used in this section specifically excludes any claims, causes of action, or actions brought under PAGA (“PAGA claims”). Accordingly, any PAGA claims must be pursued in the appropriate court of law. However, if either Employee or the Company have other claims or actions against each other covered by this Agreement, then they agree that those non-PAGA claims must first be pursued in arbitration, regardless of which claims or actions were filed first. The pending court PAGA action shall be stayed pending full and final resolution of the arbitration pursuant to California Code of Civil Procedure Section 1281.2 and related law.

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**13.**The Company’s Bylaws, Directions, Policies, Practices, Rules, Regulations and Procedures. The Employee agrees to become and remain thoroughly familiar with each and all of the Company’s bylaws, directions, policies, practices, rules, regulations and procedures that relate to the employment and/or to any of Employee's duties and/or responsibilities as an employee of the Company and to abide fully and by each and all of such bylaws, directions, policies, practices, rules, regulations and procedures. During the Term, the Employee shall be fully bound by and employed pursuant to each and all of the Company’s bylaws, directions, policies, practices, rules, regulations and procedures as now in effect or as may be implemented, modified or otherwise put into effect by the Company during the term of employment, regardless of whether such bylaws, directions, policies, practices, rules, regulations and procedures are oral or are set forth in any manual, handbook or other document, and it is solely the responsibility of Employee to become and remain fully aware of and familiar with each and all such directions, policies, practices, rules, regulations and/or procedures. In the event of any conflict between any provision of this Agreement and any provision of the Company’s directions, policies, practices, rules, regulations and/or procedures, the provisions of this Agreement govern for any and all purposes whatsoever.

14.              Indemnification. The Company shall indemnify and hold the Employee harmless from any and all claims, demands, judgments, liens, subrogation or costs incurred by the Employee with respect to any shareholder derivative action or other claims or suits against the Company and/or their respective Boards of Directors by individuals, firms or entities not a party to this Agreement to the maximum extent permitted under California law.

**15.**General.

15.1          Further Documents. Each party shall execute and deliver all further instruments, documents and papers, and shall perform any and all acts necessary reasonably requested by the other party, to give full force and effect to all of the terms and provisions of this Agreement.

15.2          Successors and Assigns. Except where expressly provided to the contrary, this Agreement, and all provisions hereof, shall inure to the benefit of and be binding upon the parties hereto, their successors in interest, assigns, administrators, executors, heirs and devises.

15.3          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court or arbitrator to be invalid or unenforceable under applicable law, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision and any such invalidity or unenforceability shall in no way affect any other provision of this Agreement, the application of any provision in any other circumstance or the validity or enforceability of this Agreement.

15.4          Notices. All notices or demands shall be in writing and shall be served personally, telegraphically or by express or certified mail. Service shall be deemed conclusively made at the time of service if personally served, 24 hours after deposit thereof in the United States mail properly addressed and postage prepaid, return receipt requested, if served by express Mail, and five days after deposit thereof in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail. Any notice or demand to the Company shall be given to:

Simulations Plus, Inc.

42505 10th Street West

Lancaster, CA 93534-7059

Attention: Compensation Committee

and any notice or demand to the Employee shall be given to:

Will Frederick

1151 Freeport Rd

Pittsburgh, PA 15238

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Any party may, by virtue of a written notice in compliance with this Section, alter or change the address or the identity of the person to whom any notice, or copy thereof, is to be sent.

15.5          Waiver. A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of the term or condition for the future, or of any subsequent breach thereof or of any other term or condition thereof. Any party may waive any term, provision or condition included for the benefit of that party. Any and all waivers shall be in writing.

15.6          Construction. Except as set forth in Section 12.5 above, this Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and fully to be performed therein without regard to its principles of choice of law or conflicts of law. In all matters of interpretation, whenever necessary to give effect to any provision of this Agreement, each gender shall include the others, the singular shall include the plural, the plural shall include the singular and the terms “and” and “or” may be used interchangeably as the context so requires or implies. The title of the sections of this Agreement are for convenience only and shall not in any way affect the interpretation of any provision or condition of this Agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any party.

15.7          Entire Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained herein and supersedes all prior and collateral agreements, understandings, statements and negotiation of the parties. Each party acknowledges that no representations, inducements or promises, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. This Agreement cannot be changed, rescinded or terminated orally.

15.8          Third Party Rights. The parties hereto do not intend to confer any rights or remedies upon any person other than the parties hereto and those referred to in Section 15.2 hereof so long as any such assignment by Employee was approved by the Company as provided in Section 11 hereof.

15.9          Attorneys' Fees. In the event of any litigation between the parties respecting or arising out of this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs, whether or not the litigation proceeds to final judgment or determination.

15.10     Counterparts. This Agreement may be executed in counterparts which, taken together, shall constitute the whole of the agreement between the parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year first above written.

Company:<br><br> <br>SIMULATIONS PLUS, INC.<br><br> <br><br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>By: /s/Shaw O’Connor_____<br><br> Shawn O’Connor, CEO<br><br> <br>Date: December 1, 2020 Employee:<br><br> <br>Will Frederick<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>By: /s/Will Frederick____<br><br> Will Frederick<br><br> <br>Date: December 1, 2020 
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Exhibit 31.1

RULE 13A-14(A) CERTIFICATION

SIMULATIONS PLUS, INC.

a California corporation

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Shawn O’Connor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Simulations Plus, Inc., a California corporation;
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;
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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;
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4. The registrant’s other certifying officers 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:
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(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 condensed subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(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;
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(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
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(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
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5. The registrant's other certifying officers 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):
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(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 Company's ability to record, process, summarize and report financial information; and
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(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.
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Dated: January 11, 2021

By: /s/ Shawn O’Connor<br><br> <br>Shawn O’Connor<br><br> <br>Chief Executive Officer<br><br> <br>(Principal Executive Officer)

Exhibit 31.2

RULE 13A-14(A) CERTIFICATION

SIMULATIONS PLUS, INC.

a California corporation

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Will Frederick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Simulations Plus, Inc., a California corporation;
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;
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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;
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4. The registrant’s other certifying officers 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:
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(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 condensed subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(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;
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(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
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(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
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5. The registrant's other certifying officers 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):
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(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 Company's ability to record, process, summarize and report financial information; and
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(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.
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Dated: January 11, 2021

By: /s/ Will Frederick<br><br> <br>Will Frederick<br><br> <br>Chief Financial Officer<br><br> <br>(Principal Financial Officer)

Exhibit 32

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACTOF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Simulations Plus, Inc., a California corporation (the “Company”), on Form 10-Q for the quarter ended November 30, 2020, as filed with the Securities and Exchange Commission, Shawn O’Connor, Chief Executive Officer of the Company and Will Frederick, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. § 1350, that to his/her knowledge:

(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 result of operations of the Company.
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/s/  Shawn O’Connor

Shawn O’Connor

Chief Executive Officer

(Principal Executive Officer)

January 11, 2021

/s/  Will Frederick

Will Frederick

Chief Financial Officer

(Principal Financial Officer)

January 11, 2021

(A signed original of this written statement required by Section 906 has been provided to Simulations Plus, Inc. and will be retained by Simulations Plus, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.)

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