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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended
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Aug. 31, 2019
Accounting Policies [Abstract] |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Simulations Plus, Inc. and, as of September 2, 2014, its wholly owned subsidiary, Cognigen Corporation, and as of June 1, 2017 the accounts of DILIsym Services, Inc. All significant intercompany accounts and transactions are eliminated in 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. Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09 and its related amendments regarding Accounting Standards Codification Topic 606 (ASC Topic 606), Revenue from Contracts with Customers. The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also provides guidance on the recognition of incremental costs related to obtaining customer contracts. We adopted ASC Topic 606, effective September 1, 2018, utilizing the modified retrospective method. This approach was applied to contracts that were in process as of September 1, 2018, and the corresponding incremental costs of obtaining those contracts, which resulted in a cumulative effect adjustment of $493,279 to the opening balance of retained earnings at the date of adoption. The adoption of this ASU primarily impacts the timing of our revenue recognition for certain sales contracts, the capitalization and amortization of incremental costs of obtaining a contract, and related disclosures. The reported results for fiscal year 2019 reflect the application of ASC Topic 606, while the reported results for fiscal year 2018 are not adjusted and continue to be reported under ASC Topic 605. We generate revenue primarily from the sale of software licenses and providing consulting services to the pharmaceutical industry for drug development. 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, 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 ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of August 31, 2019. ASC 606 provides certain practical expedients that limit the requirement to disclose the aggregate amount of transaction price allocated to unsatisfied performance obligations. The Company applied the practical expedient to not disclose the amount of transaction price allocated to unsatisfied performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less.
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. 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 our customers have 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. 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 computer software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in the Company's software products. Amortization of capitalized computer software development costs is provided 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 $1,331,753, $1,300,434, and $1,096,967 for the years ended August 31, 2019, 2018, and 2017, 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. Property and Equipment Property and equipment are recorded at cost, or fair market value for property and equipment acquired in business combinations, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows:
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
Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations. 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 name, and non-compete 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 under-performance relative to expected historical or projected future results of operations. Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. As of August 31, 2019, the Company determined that it has three reporting units, Simulations Plus, Cognigen Corporation and DILIsym Services, Inc. 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 August 31, 2019, the entire balance of goodwill was attributed to two of the Company's reporting units, Cognigen Corporation and DILIsym Services. 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 has not recognized any impairment charges during the periods ended August 31, 2019, 2018 and 2017. Reconciliation of Goodwill for the period ended August 31, 2019:
|  | Cognigen |  |  | DILIsym |  |  | Total |
Balance, August 31, 2016 |  | $ | 4,789,248 |  |  | $ | – |  |  | $ | 4,789,248 |
Addition |  |  | – |  |  |  | 5,597,950 |  |  |  | 5,597,950 |
Impairments |  |  | – |  |  |  | – |  |  |  | – |
Balance, August 31, 2017 |  |  | 4,789,248 |  |  |  | 5,597,950 |  |  |  | 10,387,198 |
Addition |  |  | – |  |  |  | – |  |  |  | – |
Impairments |  |  | – |  |  |  | – |  |  |  | – |
Balance, August 31, 2018 |  |  | 4,789,248 |  |  |  | 5,597,950 |  |  |  | 10,387,198 |
Addition |  |  | – |  |  |  | – |  |  |  | – |
Impairments |  |  | – |  |  |  | – |  |  |  | – |
Balance, August 31, 2019 |  | $ | 4,789,248 |  |  | $ | 5,597,950 |  |  | $ | 10,387,198 |
Other Intangible Assets The following table summarizes other intangible assets as of August 31, 2019:
|  | Amortization Period |  | Acquisition Value |  |  | Accumulated Amortization |  |  | Net book value |
Customer relationships-Cognigen |  | Straight line 8 years |  | $ | 1,100,000 |  |  | $ | 687,500 |  |  | $ | 412,500 |
Trade Name-Cognigen |  | None |  |  | 500,000 |  |  |  | 0 |  |  |  | 500,000 |
Covenants not to compete-Cognigen |  | Straight line 5 years |  |  | 50,000 |  |  |  | 50,000 |  |  |  | 0 |
Covenants not to compete-DILIsym |  | Straight line 4 years |  |  | 80,000 |  |  |  | 45,000 |  |  |  | 35,000 |
Trade Name-DILIsym |  | None |  |  | 860,000 |  |  |  | 0 |  |  |  | 860,000 |
Customer relationships-DILIsym |  | Straight line 8 years |  |  | 1,900,000 |  |  |  | 427,500 |  |  |  | 1,472,500 |
|  |  |  | $ | 4,490,000 |  |  | $ | 1,210,500 |  |  | $ | 3,280,000 |
Amortization expense for the year ended August 31, 2019, 2018 and 2017 was $357,500, $357,500, and $200,000. Future amortization for the next five years is as follows:
Year ending August 31, |  | Amount |
2020 |  | $ | 347,500 |
2021 |  | $ | 342,500 |
2022 |  | $ | 327,500 |
2023 |  | $ | 190,000 |
2024 |  | $ | 190,000 |
Business Acquisitions The Company accounted for the acquisition of Cognigen and DILIsym Services, Inc., using the purchase method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses and cash flows, weighted average cost of capital, discount rates, estimates of advertiser and publisher turnover rates and estimates of terminal values. Business acquisitions are included in the Company's consolidated financial statements as of the date of the acquisition. 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, and accrued bonuses to officers the carrying amounts are approximate fair value due to their short-term nature. The following table summarizes fair value measurements at August 31, 2019 and August 31, 2018 for assets and liabilities measured at fair value on a recurring basis: August 31, 2019:
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Cash and cash equivalents |  | $ | 11,435,499 |  |  | $ | – |  |  | $ | – |  |  | $ | 11,435,499 |
Acquisition-related contingent consideration obligations |  | $ | – |  |  | $ | – |  |  | $ | 1,761,028 |  |  | $ | 1,761,028 |
August 31, 2018:
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Cash and cash equivalents |  | $ | 9,400,701 |  |  | $ | – |  |  | $ | – |  |  | $ | 9,400,701 |
Acquisition-related contingent consideration obligations |  | $ | – |  |  | $ | – |  |  | $ | 4,890,940 |  |  | $ | 4,890,940 |
As of August 31, 2019 and 2018, the Company has a liability for contingent consideration related to its acquisition of the DILIsym Services, Inc. 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.
Value at August 31, 2018 |  | $ | 4,890,940 |
Purchase price contingent consideration |  |  | – |
Contingent consideration payments |  |  | (3,238,972 | )
Change in value of contingent consideration |  |  | 109,060 |
Value at August 31, 2019 |  | $ | 1,761,028 |
Advertising The Company expenses advertising costs as incurred. Advertising costs for the years ended August 31, 2019, 2018 and 2017 were approximately $83,213, $67,848 and $58,445, respectively. 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 which 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. 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 On February 28, 2012, we bought out the royalty agreement with Enslein Research. The cost of $75,000 is being amortized over 10 years under the straight-line method. Amortization expense for each of the fiscal years ended August 31, 2019, 2018 and 2017 was $7,500. Accumulated amortization as of August 31, 2019 and 2018 was $56,250 and $48,750, respectively. On May 15, 2014, we entered into a termination and non-assertion agreement with TSRL, Inc., pursuant to which the parties agreed to terminate an exclusive software licensing agreement entered into between the parties in 1997. As a result, the Company obtained a perpetual right to use certain source code and data, and TSRL relinquished any rights and claims to any GastroPlus products and to any claims to royalties or other payments under that 1997 agreement. We agreed to pay TSRL total consideration of $6,000,000, which is being amortized over 10 years under the straight-line method. Amortization for the year ended August 31, 2019, 2018 and 2017 was $600,000. Accumulated amortization as of August 31, 2019 and 2018 was $3,175,000 and $2,575,000, respectively. On June 1, 2017, as part of the acquisition of DILIsym Services, Inc. the Company acquired certain developed technologies associated with the drug induced liver disease (DILI). These technologies were valued at $2,850,000 and are being amortized over 9 years under the straight-line method. Amortization expense for the fiscal years ended August 31, 2019 and 2018 was $316,667 and $316,667, respectively, and is included in cost of revenues. Total accumulated amortization as of August 31, 2019 and 2018 was $712,513 and $395,833, respectively. In September 2018, we purchased certain intellectual property rights of Entelos Holding Company, a Delaware Corporation. The cost of $50,000 is being amortized over 10 years under the straight-line method. Amortization expense for the year ended August 31, 2019 was $5,000. Accumulated amortization as of August 31, 2019 was $5,000. Total amortization expense for intellectual property agreements for the years ended August 31, 2019, 2018 and 2017 was $929,167, $924,167, and $686,667. Accumulated amortization as of August 31, 2019 and 2018 was $3,948,750 and $3,019,584, respectively. Future amortization for the next five years is as follows:
Years ending August 31, |  | TSRL |  |  | Enslein |  |  | DILI-Acquired Developed Technologies |  |  | Entelos |  |  | Total |
2020 |  | $ | 600,000 |  |  | $ | 7,500 |  |  | $ | 316,667 |  |  | $ | 5,000 |  |  | $ | 929,167 |
2021 |  | $ | 600,000 |  |  | $ | 7,500 |  |  | $ | 316,667 |  |  | $ | 5,000 |  |  | $ | 929,167 |
2022 |  | $ | 600,000 |  |  | $ | 3,750 |  |  | $ | 316,667 |  |  | $ | 5,000 |  |  | $ | 925,417 |
2023 |  | $ | 600,000 |  |  |  | – |  |  | $ | 316,667 |  |  | $ | 5,000 |  |  | $ | 921,667 |
2024 |  | $ | 425,000 |  |  |  | – |  |  | $ | 316,667 |  |  | $ | 5,000 |  |  | $ | 746,667 |
Earnings per Share The Company reports earnings per share in accordance with FASB ACS 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 similarly 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 years ended August 31, 2019, 2018 and 2017 were as follows:
|  | 2019 |  |  | 2018 |  |  | 2017 |
Numerator |  |  |  |  |  |  |  |  |  |  |  |
Net income attributable to common shareholders |  | $ | 8,583,329 |  |  | $ | 8,934,812 |  |  | $ | 5,787,897 |
Denominator |  |  |  |  |  |  |  |  |  |  |  |
Weighted-average number of common shares outstanding during the year |  |  | 17,492,258 |  |  |  | 17,328,707 |  |  |  | 17,239,490 |
Dilutive effect of stock options |  |  | 565,173 |  |  |  | 531,685 |  |  |  | 276,427 |
Common stock and common stock equivalents used for diluted earnings per share |  |  | 18,057,431 |  |  |  | 17,860,392 |  |  |  | 17,515,917 |
Stock-Based Compensation The Company accounts for stock options using the modified prospective method in accordance with FASB ASC 718-10, “Compensation-Stock Compensation”. Under this method, compensation costs include estimated grant date fair value of the awards amortized over the options’ vesting period. Stock-based compensation was $865,848, $562,078 and $585,018 for the fiscal years ended August 31, 2019, 2018 and 2017, respectively, and is included in the statements of operations as Consulting, Salaries, 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 years ended August 31, 2019, 2018 and 2017. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current generally accepted accounting principles in the U.S. (GAAP) and replace it with a principles-based approach for determining revenue recognition. The revenue recognition standard is required to be applied retrospectively, including any combination of practical expedients as allowed in the standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board's new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. This standard was adopted concurrently with the adoption of ASU 2016-10 and both are effective for annual and interim periods beginning after December 15, 2017. 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; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

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