-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsrMJIeNcw8mf2Y7Sg6BRsqMrJ7JGM9oJxMFfpIYIWuJCOP8e5vo/aenhL9rcx77 CxUr9kc271ktUTkppuFNlw== 0001019687-02-002185.txt : 20021115 0001019687-02-002185.hdr.sgml : 20021115 20021115085903 ACCESSION NUMBER: 0001019687-02-002185 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020831 FILED AS OF DATE: 20021115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMULATIONS PLUS INC CENTRAL INDEX KEY: 0001023459 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 954595609 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-05600-LA FILM NUMBER: 02828307 BUSINESS ADDRESS: STREET 1: 40015 SIERRA HIGHWAY STREET 2: BLDG B-145 CITY: PALMDALE STATE: CA ZIP: 93550 BUSINESS PHONE: 8052668500 MAIL ADDRESS: STREET 1: 40015 SIERRA HWY BLDG B0-110 STREET 2: 40015 SIERRA HWY BLDG B0-110 CITY: PALMDALE STATE: CA ZIP: 93550 10KSB 1 simulations_10k-083102.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2002 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1937 For the transition period from _________ to _________ Commission file number: 000-21665 Simulations Plus, Inc. (Exact name of registrant as specified in its charter) California (State or other jurisdiction of Incorporation or Organization) 95-4595609 (I.R.S. Employer identification No.) 1220 W. Avenue J Lancaster, CA 93534 (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: NONE. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $0.001 PER SHARE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ------------- ------------- Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] The issuer's revenues for the fiscal year ended August 31, 2002 were approximately $4,444,000. AS OF NOVEMBER 11, 2002, THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE ISSUER WAS APPROXIMATELY $1,805,000 BASED UPON THE AVERAGE CLOSING BID AND ASKED PRICE OF SUCH STOCK ON SUCH DATE. SIMULATIONS PLUS, INC. FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST 31, 2002 Table of Contents Page ---- PART I - ------ Item 1. Description of Business 1 Item 2. Description of Property 14 Item 3. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 14 PART II - ------- Item 5. Market for Common Stock and Related Stockholder Matters 15 Item 6. Management's Discussion and Analysis or Plan of Operation 16 Item 7. Financial Statements 21 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21 PART III - -------- Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act 22 Item 10. Executive Compensation 23 Item 11. Security Ownership of Certain Beneficial Owners and Management 24 Item 12. Certain Relationships and Related Transactions 26 Item 13. Exhibits and Reports on Form 8-K 26 Signatures 28 Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 29 Financial Statements F-1 2 FORWARD-LOOKING STATEMENTS -------------------------- The following discussion should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Annual Report ("Annual Report") on Form 10-KSB for the year ended August 31, 2002 (the "Form 10-KSB"). In addition to historical information, this Annual Report contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled "Management's Discussion and Analysis or Plan of Operation." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Simulations Plus, Inc. undertakes no obligation to publicly revise these forward-looking statements, or to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company has filed and will continue to file from time to time with the Securities and Exchange Commission. PART I ITEM 1. DESCRIPTION OF BUSINESS GENERAL - -------------------------------------------------------------------------------- Simulations Plus, Inc. (the "Company" or "Simulations Plus") and its wholly owned subsidiary, Words+, Inc. ("Words+") produce two types of products: (1) Simulations Plus, incorporated in 1996, develops and produces simulation and mathematical modeling software for use in pharmaceutical research and for education, and also provides contract research services to the pharmaceutical industry, and (2) Words+, founded in 1981, produces computer software and specialized hardware for use by persons with disabilities, as well as a personal productivity software program called "Abbreviate!" for the retail market. DESCRIPTION OF SIMULATION SOFTWARE The development of simulation software involves (1) identifying and understanding the underlying chemistry, physics, biology, and physiology of the processes to be simulated, (2) breaking those processes down into the lowest practical level of individual sub-processes at which the behaviors can be well-represented mathematically, (3) developing appropriate mathematical relationships/equations, and (4) converting them into computer subroutines. The software subroutines representing these individual processes are then integrated into an overall simulation program, with appropriate coordination between modules and design of user-friendly interface for inputs and outputs. The predictions of these programs are then compared to known results in order to calibrate the simulations and to demonstrate the validity of the models as useful tools for predicting new results. The types of simulation software produced by the Company are based on the equations of chemistry and physics that describe or "model" the behavior of things in the real world. The Company's GastroPlus(TM) pharmaceutical software simulates the movement, dissolution/precipitation, chemical/metabolic degradation and absorption of orally-dosed drug compounds in the gastrointestinal tract of humans and several laboratory animal species, and with additional inputs, it also simulates the metabolism, renal clearance, and blood plasma concentration-time history of the drug after it reaches the central circulation. A second type of software consists of statistically significant models that allow prediction of various properties of a chemical compound from just its 1 molecular structure. These models are not simulations, but instead are formed from a variety of mathematical functions and relationships, including linear, nonlinear, and artificial neural network models. The Company's QMPRPlus(TM) program is the second type of program, and it provides estimates for the values of several important physicochemical characteristics of new drug-like molecules with only the structures of the molecules as input. Recent additions to this program include the prediction of permeability in a special line of cells called MDCK cells. This predictive model was developed during the previous fiscal year under a funded collaboration with the Affymax Research Institute, at that time a division of Glaxo Wellcome. The Company recently announced the release of a powerful "4D Data Mining" module for QMPRPlus, which further extends the utility of the software. Both the MDCK module and the 4D Data Mining module are additional-cost options to the program. GastroPlus and QMPRPlus are used by almost every major and a number of smaller pharmaceutical companies in North America, Europe, and Japan. The number of licensees continues to grow each quarter, and growing revenues reflect the cumulative effect of annual license renewals added to new sales. The Company is now completing the development of two new additional-cost modules, one for GastroPlus and one for QMPRPlus. The Training Module for QMPRPlus will allow users to build their own artificial neural network models using a highly sophisticated, state-of-the-art model-building engine that automates the process of finding the most effective artificial neural network models for a particular database, using the fast descriptor engine that is part of QMPRPlus. The Company's award-winning FutureLab(TM) science experiment simulations for middle school and high school students incorporate the equations of chemistry and physics for each experiment (optics, electrical circuits, gravity, universal gravitation, ideal gases, etc.), and allow students to design and conduct their own experiments in a virtual laboratory environment. Although development of FutureLab software was discontinued in 1998, low-level sales have continued through distributors in the U.S., U.K. Australia, and New Zealand. PHARMACEUTICAL SIMULATION SOFTWARE - -------------------------------------------------------------------------------- PRODUCTS: GastroPlus: - ----------- The Company's pharmaceutical software products provide cost-effective solutions to a number of critical problems in pharmaceutical research, and also serve in the education of pharmacy and medical students. The Company's pharmaceutical software products and services to date are focused on the area of pharmaceutical research known as ADMET (Absorption, Distribution, Metabolism, Elimination, and Toxicity). The Company released its first pharmaceutical software product, GastroPlus, in August 1998 and immediately received enthusiastic interest from researchers in large pharmaceutical companies such as Astra, Glaxo Wellcome, Pfizer, Pharmacia, The Roche Group, SmithKline Beecham and Zeneca. Since then, the majority of the world's largest pharmaceutical companies and a steadily growing number of smaller companies have licensed the software. Some of these companies have merged to become single companies (e.g., AstraZeneca and GlaxoSmithKline have merged, and Pfizer is now in the process of acquiring Pharmacia), which give the appearance of fewer customers, but the Company's software is licensed on an annual basis by geographic location, so the actual loss in sales has resulted from these mergers are minor. In fact, several of these mergers have resulted in increased licenses and new geographic locations. 2 The Optimization Module for GastroPlus was released in November 1998. Two additional modules, IVIV Correlation and PKPlus(TM) were released in November 2000. The Metabolism and Transporter Module was released in June 2001. In August 2002, the Company completed the development of, and is now selling licenses for, an important new extension module for GastroPlus called PDPlus(TM). Prior versions of GastroPlus have dealt with absorption and pharmacokinetics (what happens to the drug when it gets into the body). PDPlus now adds pharmacodynamics for the drug (what happens to the body when the drug gets into the body) - i.e., what kind of therapeutic and side effects it produces. This is an important new capability because it opens up the market to researchers who deal in later stage clinical trials, and who routinely perform PK/PD (pharmacokinetic/pharmacodynamic) analyses. Until now, these analyses were performed using models that treated absorption and its related processes with simplified models - often so simplified that calculations were in error. With PDPlus in GastroPlus, researchers will be able to perform highly sophisticated simulations and analyses to determine the complex interactive effects of factors that change the amount of drug that is absorbed, and how fast it is metabolized after it is absorbed. These can result in significant variations in pharmacodynamic effect. Without the ability to predict these effects, clinical trial costs can soar when trials must be repeated to determine proper dosing levels. PDPlus will enable researchers to better understand the complex interplay among absorption, pharmacokinetics/metabolism, and pharmacodynamics, and to better estimate dosing levels to use in clinical trials prior to the start of those trials. The majority of new sales now include additional extra-cost modules, contributing significantly to revenue growth. GastroPlus has now become the "gold standard" for simulation of oral drug absorption and pharmacokinetics, and is in use throughout the industry in North America, Japan, and Europe. Recent sales have included a number of drug delivery companies (companies that design the actual tablet or capsule for a drug compound that was developed by another company). Although these companies are considerably smaller than the pharmaceutical giants, they can realize significant savings in cost and time through accurate simulation of their drug delivery technologies. The Company believes this part of the industry, which includes hundreds of companies, represents major growth potential for GastroPlus. In 1998, the Company executed a License Agreement with Therapeutic Systems Research Laboratories, Inc. ("TSRL"), Ann Arbor, Michigan, to obtain exclusive rights to TSRL's technology and database, including measurements of drug permeability from nearly 60 laboratory experiments to measure the intestinal permeability of drug compounds in human and/or rat small intestines. As a part of this License Agreement, the Company is also entitled to ongoing consulting assistance in the development and further enhancement of the GastroPlus absorption simulation model from TSRL staff, including Dr. Gordon Amidon. The Company believes that the strategic advantage of exclusive access to TSRL's technology and expertise, combined with the Company's now well-developed expertise in absorption and pharmacokinetics simulation, have resulted in GastroPlus becoming the de facto standard for oral drug absorption simulation and analysis within the pharmaceutical industry. The Company is aware that other companies have developed oral absorption software; however, based on customer feedback, management believes there is no significant competition for GastroPlus at this time. The Company believes that the addition of the Metabolism and Transporter Module last year, the new PDPlus module, and ongoing upgrades of the core simulation, are advances in the state-of-the-art of oral drug absorption, pharmacokinetics, and pharmacodynamics analysis. The Company's recognized expertise in oral absorption and pharmacokinetics is evidenced by the fact that Company staff members have been invited speak at many scientific meetings worldwide in the past three years, and they continue to be invited to present at a variety of meetings worldwide. Numerous technical papers and presentations by customers and university researchers have provided independent testimony to the effectiveness of the Company's software products and underlying science. Also, the Company conducts contracted studies for a number of companies who prefer to have the studies run by the Company's scientists than to acquire the software and train someone to use it, as well as for larger companies who have the software, but need additional expertise for particularly challenging problems. 3 QMPRPlus (Quantitative Molecular Permeability Relationships): - ------------------------------------------------------------- QMPRPlus, which can be used as a companion program to GastroPlus or by itself, takes as inputs the structures of molecules, and provides estimates for human intestinal permeability, octanol-water partition coefficient (logP), solubility, diffusivity, blood-brain barrier penetration, plasma protein binding, and volume of distribution. The ability to predict these properties prior to running wet lab experiments allows screening of undesirable compounds much faster and at much lower cost than using traditional experimental methods. Most of the estimated parameters from QMPRPlus are inputs to GastroPlus. QMPRPlus thereby extends the utility of GastroPlus into early drug discovery, during which pharmaceutical companies may not have even made many of the molecules that have been identified as potential drug candidates. During the fiscal year 2001, the Company completed the development of a new intestinal permeability model for a special line of cell culture experiments using Manin-Darby Canine Kidney (MDCK) cells under contract to the Affymax Research Institute, at that time a division of Glaxo Wellcome. This unique model, based on high quality data for approximately 400 compounds, was presented at the American Chemical Society meeting in San Diego during the first week of April 2001. The Company also completed the development of a powerful "4D Date Mining" module in April 2002. This module provides important data visualization and statistical analysis tools to enable researchers to better understand the complex relationships that can exist among hundreds of different dimensions of "chemical space" that describe a large group of molecules during screening. As an additional enhancement to QMPRPlus, the Company completed the development of a blood-brain barrier permeation model during the last fiscal year as well as models for plasma protein binding and volume of distribution, and it updated all earlier models with new artificial neural network ensembles (groups of artificial neural networks whose outputs are averaged to obtain better prediction than any single network can provide). By providing estimates of physicochemical properties from structure alone, QMPRPlus, by itself or coupled with GastroPlus, allows researchers to rank order large numbers of candidate compounds in terms of their potential for human intestinal absorption. Because pharmaceutical companies are dealing with many millions of compounds per year, and because the area of ADMET has become a bottleneck, high throughput screening on the computer ("IN SILICO") is becoming not just a convenience, but a necessity. It is one of the fastest growing new technologies in pharmaceutical research, and the Company believes it has positioned itself well to take advantage of the growing expenditures in this area. Contract Research Services: - --------------------------- The Company offers contract research services to the pharmaceutical industry in the area of gastrointestinal absorption, pharmacokinetics, and related technologies. The Company continues to perform study contracts for a variety of pharmaceutical and biotechnology companies of all sizes. These studies provide an additional source of revenue for the Company, as well as a means to introduce the Company's software products to new customers. These studies are also beneficial to the Company to validate and enhance its products by studying actual data in the pharmaceutical industry. During the past fiscal year, the Company completed several study contracts for customers and provided assistance to several government agencies. Additional study contracts are now underway. PRODUCT DEVELOPMENT: In the area of simulation software for pharmaceutical research, the Company is pursuing the development of additional modules for GastroPlus and QMPRPlus. Although all of our development work cannot be disclosed for competitive reasons, some of our development efforts include: 4 (1) Multiple Particle Size Dissolution Model - -------------------------------------------- The current dissolution model in GastroPlus uses a single "effective" particle size. While this model has well represented most tablets, capsules, and suspensions we have dealt with to date, formulation researchers know that real dosage forms do not consist of particles that are all one size. Instead, there is a distribution of particle sizes over some range from smaller than the average size to larger than the average size. Smaller particles dissolve faster than larger particles. For some drugs, this results in dissolution behavior that is not well modeled with a single effective particle size. This new model will allow formulation researchers to assess the effects of different particle size distributions on dissolution and absorption. (2) Biopharmaceutical Properties Module - --------------------------------------- This module allows researchers to estimate drug properties from structures within GastroPlus software. (3) QMPRPlus upgrades - --------------------- The number of molecular descriptors has been increased in beta versions of QMPRPlus by about 25%. These new descriptors include over 60 electrotopological indices that the Company believes will be valuable in building new models for pharmacokinetic and metabolism properties, as well as certain other descriptors that will be described at a later date. The prediction of ionization constants (pKa's) is being added to QMPRPlus at this time, and is expected to be released in early calendar year 2003. (4) QMPRchitect(TM) module - -------------------------- A new Training Module called QMPRchitect is well along in development for QMPRPlus. This module will allow researchers to build their own artificial neural network models from their own data using a highly sophisticated, state-of-the-art process for identifying critical descriptors and training artificial neural network ensemble models in the most efficient way. Users can have such new models included in the output of QMPRPlus along with the existing predicted ADME properties. In addition, researchers will be able to add their own data to existing models to provide a larger database of information for known compounds, and then to retrain the models to include this new data. Through the automation provided in the proprietary software for this module, alpha versions of the software have demonstrated a reduction in the time to build powerful ensemble artificial neural network models from 2-3 months to one or two days, with no sacrifice in model quality. The company has received strong indications of interest from customers for this new, additional capability, which has been presented in North America, Europe, and Japan. The Company expects to release this new module in the second quarter of fiscal 2003. MARKETING AND DISTRIBUTION: The Company markets its pharmaceutical simulation software products, and research services based on its simulations, to pharmaceutical and biotech companies, and to various companies that serve them, through attendance and presentations at scientific meetings, exhibits at trade shows, seminars at pharmaceutical companies and government agencies, through its web pages on the Internet, and to its compiled database of prospect and customer names. The Company's scientific team is also its sales and marketing team. The Company believes that this is more effective than a separate sales team for several reasons: (1) customers appreciate talking directly with developers who can answer a wide range of technical questions about methods and features, (2) our scientists benefit from direct customer contact through gaining an appreciation for the environment and problems of the customer, and (3) the relationships we build through scientist-to-scientist contact are stronger than through salesperson-to-scientist contacts. The Company also uses its web pages on the Internet for such activities as providing product information, providing software updates, and as a forum for user feedback and information exchange. The Company has cultivated significant market share in North America, Europe, and in Japan. 5 In August 1998, the Company signed a distribution agreement with Teijin Systems Technology Ltd. (TST), a division of Teijin Limited of Tokyo, Japan. On April 1, 2001 TST merged with the Infocom Corporation of Japan. Although a new agreement has not yet been signed, for the interim, the companies have continued to operate more or less as before. One exception is that now Infocom pays the travel costs for Simulations Plus personnel to assist in Infocom's marketing and sales activities in Japan. Under the terms of the TST agreement, TST received exclusive distribution rights to Simulations Plus' GastroPlus and QMPRPlus software for pharmaceutical research and education in Japan. Sales in Japan have been strong, generating approximately 20% of pharmaceutical software revenues. PRODUCTION: The Company's major pharmaceutical software products are designed and developed entirely by its development team at its Lancaster, California facility. The chief materials and components used in the manufacture of simulation software products include CD-ROMs and instruction manuals, which are also produced in-house. Robotic CD burner technology along with in-house graphic art and engineering talent enable the Company to run this production in the most cost-efficient way. COMPETITION: In providing software-based research services to the pharmaceutical industry, and in marketing simulation software for these purposes, the Company competes against a number of established companies that provide screening, testing and research services and products to these industries that are not based on simulation software. There are also software companies whose products do not compete directly, but are sometimes closely related. The Company's competitors in this field include companies with financial, personnel, research and marketing resources that are greater than those of the Company. While management believes there is currently no significant competitive threat to GastroPlus or QMPRPlus, competition should be expected at some time in the future. The Company is aware of a few other companies that are presently developing simulation software or simulation-software-based services to the pharmaceutical industries for the purposes of screening compounds. Major pharmaceutical companies conduct drug discovery and development efforts through their internal development staffs and through outsourcing some of this work. Smaller companies need to outsource a greater percentage of this research. The Company is not aware of any significant competition in the area of gastrointestinal absorption simulation. The Company is aware of one other company, Lion Biosciences AG in Germany, which recently acquired Trega Biosciences of San Diego, that offers an absorption simulation called iDEA(TM). Information obtained by the Company indicates that this simulation requires specific experimental data that must be obtained through experiments with actual compound material for accurate results. The Company believes it has identified all former and current pharmaceutical companies who have licensed the iDEA software, including the original consortium members that participated in its development when it was part of Navicyte and Trega. At this time, every such company has licensed GastroPlus in at least one, if not all, of its divisions. The Company believes the key factors in competing in this field are its ability to develop simulation software and related products and services to effectively predict the ADME-related behaviors of new drug-like compounds, its ability to develop and maintain a proprietary database of results of physical experiments that will serve as a basis for simulated studies and empirical models, and its ability to develop and maintain relationships with research and development departments of pharmaceutical companies and government agencies. There can be no assurances that the Company will be successful in providing these key factors. 6 EDUCATIONAL SIMULATION SOFTWARE - -------------------------------------------------------------------------------- PRODUCTS: The Company's educational software products, which have won awards from educational software testers, include simulations of laboratory experiments for Physical Science and Chemistry courses under the umbrella name FutureLab(TM). The Company released its first three FutureLab(TM) titles in May 1997 (OPTICS FOR PHYSICAL SCIENCE, GRAVITY FOR PHYSICAL SCIENCE, and CIRCUITS FOR PHYSICAL SCIENCE), and a new title, IDEAL GAS FOR CHEMISTRY in November 1997, all for Windows-based computers. In August 1998, after a conversion effort that took over one year for some labs, the Company released new versions of all of these titles as well as UNIVERSAL GRAVITATION FOR PHYSICAL SCIENCE for both Windows and Macintosh computers. Macintosh computers were said in 1997 to account for 40% or more of the educational market. FutureLab(TM) educational software programs simulate science experiments for high school and college level science and engineering classes. These simulations enable students to conduct experiments on a personal computer instead of in a traditional laboratory, thereby increasing safety, decreasing costs, and providing expanded learning opportunities by allowing simulations of situations not possible in a traditional laboratory environment. FutureLab(TM) software has received recognition from Computers in Physics magazine, which declared it a winner in its Eighth Annual Software Contest, as well as from two educational institutions who perform rigorous educational software evaluation. PRODUCT DEVELOPMENT: In the area of educational simulations, the Company decided to freeze R&D activities after finishing the latest title, TITRATION FOR CHEMISTRY. Current sales from FutureLab continue through a network of over 30 distributors; however, revenues are not sufficient to provide support for continued development of educational software. MARKETING AND DISTRIBUTION: The Company markets its science experiment simulation software products through software resellers and its Internet web page. As of August 1999, the Company reduced its marketing efforts in this area in order to concentrate its resources on the pharmaceutical software market. The Company is relying on its resellers to provide the majority of the marketing and sales efforts for its educational software products. FutureLab sales have continued through these distributors. PRODUCTION: The Company's educational software products were designed and developed entirely by its development team at its Lancaster, California facility. The chief materials and components used in simulation software products include CD-ROMs and instruction books which are produced in-house. COMPETITION: The educational software industry in which the Company operates is competitive. The Company competes against publishers and suppliers of textbook educational materials that have been, and will continue to be, the primary educational resource used in these markets. The Company also competes against educational software publishers who provide software products that are interactive, but most are not true simulation software. Most educational software publishers compete in the grades below 9th grade, addressing primarily reading and math skills. The Company competes primarily in the middle school, high school, and college markets addressing primarily science and math subjects. A smaller number of software publishers are addressing these markets, although existing competitors may broaden their product lines to these markets, and additional competitors may enter these markets. 7 DISABILITY PRODUCTS - -------------------------------------------------------------------------------- PRODUCTS: The Company's wholly owned subsidiary, Words+, Inc. has been in business since 1981. Words+ is a technology leader in designing and developing augmentative and alternative communication (AAC) computer software and hardware devices for persons who cannot speak due to physical disabilities. Words+ also produces computer access products that enable physically disabled persons to operate personal computers, as well as to communicate through synthesized voice, print, and e-mail, through movements as slight as the blink of an eye. Words+ developed and produces the software for the computerized communication system used by world-famous theoretical astrophysicist Professor Stephen Hawking, Lucasian Professor of Mathematics at the University of Cambridge in England, and the author of the best-selling book A BRIEF HISTORY OF TIME. Words+ markets its products throughout the United States and to other countries worldwide through a direct sales staff and through independent dealers and resellers. Words+ introduced a fully integrated, portable, lightweight personal-computer-based communication system called TuffTalker(TM) that achieved favorable market acceptance. In fiscal 2001, Words+ developed a dedicated device version of its Freedom 2000 communication system that satisfies Medicare's requirements for a communication system that does not have normal computer functions. This system, designated Freedom 2001E, and based on Panasonic notebook computers, provides only communication functionality, and cannot be used as a standard computer. This is a requirement of Medicare, which has a policy of not funding computers. The Company believes this is an unfortunate policy, because disabling the standard computer functions of the system actually results in a higher cost and less functionality for the user. Management believes that Medicare will someday realize that having computer functions such as e-mail and Internet access are also forms of communication and if they can be provided at no additional cost, they should not be disabled in the best interests of the disabled user. E Z Keys for Windows(TM) XP - --------------------------- One of the Company's primary software products is E Z KEYS FOR WINDOWS ("E Z KEYS(TM)"), which is a program thAt operates on a Windows-based personal computer. When coupled with specially designed input devices, E Z KEYS enables even severely physically disabled persons to operate a personal computer, to generate voice messages through a voice synthesizer, and to operate most Windows-based software application programs, including e-mail and general Internet usage. Input motion by the user can be through a standard keyboard, joystick, or mouse, or it can be as slight as the blink of an eye -- or even simple eye movement by persons who cannot blink. E Z KEYS is one of the two Words+ programs used by Professor Stephen Hawking for computer access and communication. During the past fiscal year, the Company completed a 19-month-long development program with significant assistance from Microsoft and released E Z Keys for Windows XP, designed for the new Microsoft Windows XP operating system. Talking Screen for Windows(TM) - ------------------------------ TALKING SCREEN FOR WINDOWS ("TALKING SCREEN(TM)") is a software program that operates on a Windows-based personal computer and is designed for persons, usually children, who cannot read and write at the level necessary to adequately operate E Z KEYS. TALKING SCREEN provides a system of pages of pictographic and photographic symbols by which the user can produce speech output messages through a voice synthesizer, play recorded sounds and video files, and operate controllers for lights, electrical appliances and other equipment. Like E Z KEYS, TALKING SCREEN can be operated through a wide range of alternative input devices. A Windows XP version of Talking Screen is nearly completed, with final release expected during the first quarter of fiscal 2003. Freedom 2000(TM) - ---------------- Freedom 2000 allows persons with disabilities who read at a second-grade level and above to speak and write through alternative input methods (rather than traditional keyboard and mouse). Freedom 2000 with E Z KEYS gives the users the 8 ability not only to speak and write, but also to play games and control various items in their environment, such as TV's and telephones. High-level users are also able to deliver lectures to large groups, use the Internet, and send e-mail. A lighter weight version of the Freedom 2000, called Freedom 2000 LITE(TM), was introduced in October 1999. Although it has a smaller display, the 4.9 lb. Freedom 2000 LITE is more attractive to ambulatory users than the 8.0 lb. Freedom 2000, especially attractive with a near eight-hour battery life. Freedom 2001E(TM) - Dedicated Device - ------------------------------------ As of January 1, 2001, the U.S. Medicare program initiated coverage of augmentative and alternative communication (AAC) devices. In addition, effective July 1, 2001, the agency eliminated the 24-month waiting period previously required for patients with amyotrophic lateral sclerosis (ALS - or "Lou Gehrig's disease") to receive Medicare benefits. These important developments were expected to result in a significant increase in the overall AAC market in the U.S., as potentially tens of thousands of patients will be eligible to receive funding for communication devices. Unfortunately, the increase has not materialized. Although new sales are being generated, the Company has observed that now that Medicare provides funding, most state Medicaid agencies are reducing their funding by pushing clients to Medicare as much as possible, adding to the bureaucratic delays in processing requests. Words+ developed a unique version of its Freedom 2000 communication system, called the Freedom 2001, to meet the requirements of the Medicare policy for dedicated communication systems. TuffTalker(TM) - -------------- TuffTalker is the ideal communication system for users who want computer access virtually anywhere. It is fully encased in magnesium alloy and has a shock-mounted hard disk drive that can withstand the rigors of the typical AAC environment while delivering superior computer performance in a compact, completely mobile package with touch screen access. The Company announced the TuffTalker in July 2000 and it currently generates approximately 10% of AAC revenues. TuffTalker Plus(TM) - ------------------- TuffTalker Plus is a fully integrated, highly rugged ("militarized") communication system that offers users extreme durability, power, and convenience. It features a large active matrix color liquid crystal display (LCD) with a convenient, easy-to-use touch screen. The LCD is also anti-reflective, making it easy to view in bright sunlight. It also features switch inputs for use with Morse Code, Joystick, Headmouse, Tracker 2000, single or multiple switches, or IST Switch. MessageMate - ----------- Since 1992, the Company has produced a highly successful series of products called MessageMates, which are hand-held, dedicated communication devices that store recorded speech or sound on integrated circuit chips. The user plays these recorded sounds by touching one of the keys on the membrane keyboard, or by using a switch (such as the IST Switch described below) and scanning to select a position on the keyboard. MessageMates are small, lightweight (1 to 1.75 lbs.), easy-to-use communication devices with up to ten minutes of recorded messages. They are known for their extremely rugged design and long battery life. The MessageMate 20 holds twenty messages, the MessageMate 40 holds forty messages, the Multi-Level MessageMate holds up to 144 messages, and the Mini-MessageMate holds eight messages. Since MessageMates use recorded messages and sounds, they can be used in any language. The Company has significant sales of MessageMates in foreign markets, including Japan. In December 1999, the Company completed the development of and released a new Message Builder feature for the MessageMate, which is an enhancement of the existing MessageMate product. It enables users to select prerecorded words or phrases one at a time, and then plays the entire message formed by them. 9 Infrared/Sound/Touch (IST) Switch - --------------------------------- Many Words+ customers cannot operate a keyboard or mouse. For some of these persons, the Company has designed and produces a special device called the Infrared/Sound/Touch Switch ("IST Switch"), that enables the person to operate a personal computer or a dedicated communication device with the slightest movement or pressure, including, for example, eye blink, or just eye movement. The IST is activated by infrared reflection, touch, or sound, and transmits a momentary "on" signal to the computer upon detecting these signals. This switch has been in production in ever-improving forms since 1983, and thousands of physically disabled persons around the world have used it. Miscellaneous - ------------- Words+ also sells a number of other miscellaneous and peripheral devices, some of which it designs and produces and others it buys and resells. These include: o Micro CommPac - Company-designed and produced communication hardware package designed for use with a notebook computer that provides switch interface and audio amplification. o Simplicity Wheelchair Mount - Company-designed and produced wheelchair mount for portable computers and other devices. o Mayer-Johnson symbols - produced by the Mayer-Johnson company of San Diego, these pictographic symbols are used in electronic form with the Company's Talking Screen for Windows software. o Imaginart symbols - produced by the Imaginart company of Bisbee, Arizona, these symbols are printed as adhesive-backed paper symbols and are often used with MessageMates. PRODUCT DEVELOPMENT: The Company's wholly owned subsidiary, Words+, Inc. has been an industry technology leader for over 20 years in introducing and improving augmentative and alternative communication and computer access software and devices for disabled persons and intends to continue to be at the forefront of the development of new products. The Company will continue to enhance its major software products, E Z Keys and Talking Screen, as well as its growing line of hardware products. The Company is finalizing the development of its Talking Screen software for the Windows XP operating system. The Company may also consider acquisitions of other products, businesses and companies that are complementary to its existing augmentative and alternative communication and computer access business lines. MARKETING AND DISTRIBUTION: The Company markets augmentative and alternative communication products through a network of employee representatives and independent dealers and resellers. At the present time the Company has 36 sales representatives worldwide: 1 salary/commission salesperson in California, 10 independent distributors and 11 independent resellers in the U.S., and 14 sales representatives overseas - 4 in Australia, and 1 each in Canada, England, Ireland, Norway, The Netherlands, New Zealand, Japan, Korea, Finland and Malaysia. The Company also has four inside sales/support persons who answer telephone inquiries on the Company's 800 line and who provide technical support. Additional outside sales persons and independent dealers and resellers are being actively recruited at this time. The Company directs its marketing efforts to speech pathologists, occupational therapists, rehabilitation engineers, special education teachers, disabled persons and relatives of disabled persons. The Company maintains a mailing list of over 10,000 persons made up of these professionals, consumers and relatives, and mails various marketing materials to this list. These materials include the Company's catalog of products and announcements regarding new and enhanced products. 10 The Company participates in industry conferences held worldwide that are attended by speech pathologists, occupational and physical therapists, special education teachers, parents and consumers. The Company and others in the industry demonstrate their products at these conferences and present technical papers that describe the application of their technologies and research studies on the effectiveness of their products. The Communication Aids Manufacturers Association (CAMA), co-founded by the Company's CEO over ten years ago, organizes cooperative tours of company representatives in this field that travel throughout the world providing seminars and workshops for professionals, consumers and parents in the field. The Company advertises in selected publications of interest to persons in this market. The Company estimates that for approximately 50% of its sales of augmentative and alternative communication software and hardware, some or all of the purchases, are funded by third parties such as Medicaid, Medicare, school special education budgets, private insurance or other governmental or charitable assistance. Medicare began providing coverage of augmentative communication devices on January 1, 2001. An estimated 50,000 people in need of AAC technology are thought to be eligible for Medicare coverage. The Company's personnel provide advice and assistance to customers and prospective customers on obtaining third-party financial assistance for purchasing the Company's products. Third party funding has grown slowly but continuously for 20 years. The addition of Medicare coverage for AAC devices in 2001 was the largest single increase in third party funding in the Company's history. PRODUCTION: Disability software products are either loaded onto computer hard disk drives by the Company or copied to diskettes or CD-ROM, which is performed in-house. Microprocessors that are part of dedicated devices are purchased by the Company and incorporated into its products, such as MessageMates, by the Company. Most software customers also buy their notebook personal computers from the Company, which the Company purchases at wholesale prices and resells at a markup. Cases, printed circuit boards, labels and other components of products such as MessageMates and CommPacs are designed by the Company. The Company outsources the extrusion, machining and manufacturing of certain components. All final assembly and testing operations are done by the Company at its facility. The Company's products are shipped from its Lancaster, California facility either directly to the customer or to the salesperson, dealer or reseller. For major products, the outside salesperson, dealer or reseller either delivers the product or visits the customer after delivery to provide training. COMPETITION: The AAC industry in which the Company operates is highly competitive and some of the Company's competitors have greater financial and personnel resources than the Company. The industry is made up of six major competitors including the Company, and a number of smaller ones. The Company believes that the five other major competitors each have revenues ranging from $3 Million to under $20 Million, so that there are no large companies in this industry. The Company believes that the competition in this industry is based primarily on the quality of products, quality of customer training and technical support, and quality and size of sales forces. Price is a competitive factor but the Company believes price is not as important to the customer as obtaining the product most suited to the customer's needs, along with strong after-sale support. The Company believes that it is a leader in the industry in developing and producing the most technologically advanced products and in providing quality customer training and technical support. The prices of the Company's products are among the highest in the industry and the Company has one of the smallest sales forces 11 and dealer networks in the industry. The Company believes that potential exists for significant increases in the sales of its disability products. However, there are few barriers to entry in the form of proprietary or patented technology or trade secrets in this industry. While the Company believes that cost of product development and the need for specialized knowledge and experience in this industry would present some deterrence for new competition, other companies may enter this industry, including companies with substantially greater financial resources than the Company. Furthermore, companies already in this industry may increase their market share through increased technology development and marketing efforts. PERSONAL PRODUCTIVITY SOFTWARE - -------------------------------------------------------------------------------- PRODUCT - ABBREVIATE!: At the COMDEX show in November 1997, Words+ released a low cost productivity software program called "Abbreviate!". The Company extracted the "abbreviation expansion" technology incorporated into the E Z KEYS software used by Professor Stephen Hawking and thousands of others around the world, and turned it into a program that can be used by anyone with the ability to use a standard keyboard. "Abbreviate!" was named PC Week magazine's "Tool of the Week" in their December 1, 1997 issue, and won Win95 magazine's Editor's Choice Award in March 1998. While many word processors provide a similar "Quick Correct" feature, the advantage "Abbreviate!" has over such features is that it runs in the background and works with virtually all Windows applications, and in all versions of Windows, including Windows XP. Thus, "Abbreviate!" allows the user to create a personal library of frequently used abbreviations, each with its own special keystroke combination, for use in virtually any program, e.g., e-mail, word processing, database, spreadsheet, and Internet chat rooms, search engines, and message boards. "Abbreviate!" enjoys steady ongoing sales to medical transcriptionists through several distributors. This document was prepared using "Abbreviate!". As an example, typing the following: "The avg scit in teh phl ind has a graduate deg in chemy, bioy, or physics." could result (with "Abbreviate!") in producing: "The average scientist in the pharmaceutical industry has a graduate degree in chemistry, biology, or physics." Or typing "pff" could produce "Please feel free to contact us again if we can be of help in any way." MARKETING AND DISTRIBUTION: The Company is currently selling "Abbreviate!" through a variety of Internet channels, including its own web site (www.abbreviate.cc), and through distributors. The Company has also contacted large software manufacturers and distributors in an effort to secure distribution agreements for "Abbreviate!". PRODUCTION AND DISTRIBUTION: The "Abbreviate!" personal productivity software program is currently manufactured at the Company's Lancaster, California facility. If sales volume warrants and higher volume capacity is required, the Company will investigate outside sources for fulfillment. 12 COMPETITION: A few products compete with "Abbreviate!" in the retail market; however, the Company is not aware of any other product that works with virtually any software in Windows 95/98/NT/XP without the need to create special links to the software. The Company has priced "Abbreviate!" significantly less than competitors SmarType and InstantText. The Company enlisted the help of several medical transcriptionists as beta testers for the product, and the feedback received from those testers and additional medical transcriptionists, who are familiar with competitive products, has been favorable. Medical transcriptionists have been one of the largest market segments for Abbreviate! sales over the years. TRAINING AND TECHNICAL SUPPORT - -------------------------------------------------------------------------------- The Company believes customer training and technical support are important factors in customer satisfaction for both its pharmaceutical and disability products, and the Company believes it is an industry leader in providing customer training and technical support. For pharmaceutical software, the Company provides in-house seminars at the customer's site to demonstrate GastroPlus and QMPRPlus. During FY 2002 and 2001, the company delivered such seminars in numerous locations around the world. The Company has conducted on-site seminars to thousands of scientists at many pharmaceutical and related research companies in North America, Europe and Japan. These seminars serve as initial training in the event the potential customer decides to license or evaluate our software. Strong technical support is provided after the sale in the form of on-site training (at customer's expense), telephone, fax, and e-mail assistance to users, as well as an ongoing process of software upgrades to ensure the product remains at the cutting edge of technology. Software licenses are on an annual basis, and include all upgrades to the modules licensed by the customer during the license year. For Disability Products, the Company's salesperson, dealer or reseller provides initial training to the customer for major systems -- typically two to four hours. This training is typically provided not only to the user of the product but also to the person's speech pathologists, teachers, parents and others who will be assisting the user. This initial training for the purchase of full systems is often provided as a part of the price of the product. The Company and its dealers charge a fee for additional training and service calls. Technical support for both Simulation Software and Disability Products is provided by the Company's inside sales and support staff based at its headquarters facilities in Lancaster, California. The Company provides free telephone support offering unlimited toll-free numbers in the U.S. and Canada, and E-mail support for all of its simulation software and disability products worldwide. EMPLOYEES - -------------------------------------------------------------------------------- As of August 31, 2002, the Company employed 29 full-time and 3 part-time employees, including 7 in research and development, 5 in marketing and sales, 11 in administration and accounting, 8 in production and 1 in repair. Three current employees hold Ph.D.'s and one is a Ph.D. candidate in their respective science or engineering disciplines and four additional employees hold one or more Master's degrees. With only one exception, the entire senior management team and Board of Directors hold graduate degrees. The Company believes that its future success will depend, in part, on its ability to continue to attract, hire and retain qualified personnel. The competition for such personnel in the pharmaceutical industry and in the augmentative and alternative communication device and computer software industry is intense. None of the Company's employees is represented by a labor union, and the Company has never experienced a work stoppage. The Company believes that its relations with its employees are good. 13 ITEM 2. DESCRIPTION OF PROPERTIES The Company moved its office location from Palmdale, California to Lancaster, California in July 1998, expanding its office space from approximately 11,800 square feet to approximately 15,600 square feet. The lease on the office space currently occupied by the Company expired on August 31, 2001. The Company renewed for an additional two-year term with 4% increase each year from the previous year. ITEM 3. LEGAL PROCEEDINGS While the Company may from time to time be involved in various claims, lawsuits or disputes with third parties, the Company is not a party to any significant litigation and is not aware of any significant pending or threatened litigation against the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2002. 14 PART II ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is currently traded on the OTC Bulletin Board under the symbol "SIMU". According to records of the Company's transfer agent, the Company had about 71 stockholders of record and approximately 600 beneficial owners as of August 31, 2002. The following table sets forth the low and high sale prices for the Common Stock on the OTCBB for each of the last two fiscal years. The quotations quoted for the over the counter market reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The Company has not paid cash dividends on its common stock. The Company currently intends to retain its earnings for future growth, therefore does not anticipate paying cash dividends in the foreseeable future. Any further determination as to the payment of dividends will be at the discretion of the Company's Board of Directors and will depend among other things, on the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors deem relevant.
LOW SALES PRICE HIGH SALES PRICE --------------- ---------------- Fiscal 2002: Quarter ended August 31, 2002 . . . . . . . . 1.100 1.700 Quarter ended May 31, 2002 . . . . . . . . . 1.150 1.650 Quarter ended February 28, 2002 . . . . . . . 0.850 2.000 Quarter ended November 30, 2001 . . . . . . . 0.950 1.200 Fiscal 2001: Quarter ended August 31, 2001 . . . . . . . . 1.180 1.550 Quarter ended May 31, 2001 . . . . . . . . . 1.350 2.250 Quarter ended February 28, 2001 . . . . . . . 1.250 2.437 Quarter ended November 30, 1999 . . . . . . . 1.500 3.812
15 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following sets forth selected items from the Company's statements of operations (in thousands) and the percentages that such items bear to net sales for the fiscal years ended August 31, 2002 ("FY02"), August 31, 2001 ("FY01") and August 31, 2000 ("FY00").
Year Ended August 31, ------------------------------------------------------------------------ 2002 2001 2000 ---------------------- ------------------------- ----------------------- Net sales $4,444 100.0% $3,915 100.0% $3,629 100.0% Cost of sales 1,456 32.8 1,563 39.9 1,423 39.2 ------------------------------------------------------------------------ Gross profit 2,988 67.2 2,352 60.1 2,206 60.8 ------------------------------------------------------------------------ Selling, general, and administrative 2,105 47.4 2,200 56.2 2,143 59.0 Research and development 382 8.6 354 9.0 300 8.3 ------------------------------------------------------------------------ Total operating expenses 2,487 56.0 2,554 65.2 2,443 67.3 ------------------------------------------------------------------------ Income (loss) from operations 501 11.3 (202) (5.2) (237) (6.5) ------------------------------------------------------------------------ Interest expense (14) (0.3) (22) (0.6) (22) (0.6) Gain on disposal of furniture & equip. - - - - 3 0.1 ------------------------------------------------------------------------ Net income (loss) before taxes 487 11.0 (224) (5.7) (256) (7.2) ------------------------------------------------------------------------ Provision for income taxes 2 0.1 2 0.1 2 0.1 ------------------------------------------------------------------------ Net income (loss) 485 10.9% (226) (5.8)% (258) (7.1)% ------------------------------------------------------------------------
FY2002 COMPARED WITH FY2001 - -------------------------------------------------------------------------------- NET SALES - --------- Net sales for FY02 increased by $529,000 or 13.5%, to $4,444,000 compared to $3,915,000 for FY01. Simulations Plus, Inc.'s sales from pharmaceutical and educational software increased approximately $863,000, or 73.1%, and Words+, Inc.'s sales decreased approximately $334,000, or 12.2% for the year. Management attributes the increase in consolidated net sales to the significant sales increase in pharmaceutical software in FY02 compared with FY01, which outweighed the decrease in Words+ sales. The increase in pharmaceutical software sales is attributable to a combination of annual license renewals, new customers, new modules, two major upgrades and larger average orders per customer. The decrease in Words+ sales is attributed primarily to the tragic incidents on September 11, personnel changes in three key sales representatives, a decline in MessageMate sales, and overall sluggish economy during this time period. COST OF SALES - ------------- The consolidated cost of sales for FY02 decreased by $107,000 or 6.8%, to $1,456,000 from $1,563,000 in FY2001. As a percentage of sales, cost of sales was 32.8% for FY02, compared to 39.9% for FY01, indicating a 7.1% decrease. For Simulations Plus, cost of sales decreased $49,000, or 14.5%, of which the significant portion of cost of sales is the systematic amortization of capitalized software development costs, which resulted in a 43.9% decrease in amortization cost. Although there is a significant increase in royalty expense 16 due to the increase in sales, the decrease in amortization outweighed the increase in royalty expense. For Words+, cost of sales decreased $58,000, or 4.7%. As a percentage of sales, cost of sales was 48.6% in FY02, compared to 44.8% in FY01. Management attributes the increase in cost of sales between FY02 and FY01 to an increase in TuffTalker sales, which has a lower profit margin, and a decrease in higher margin products such as MessageMate. GROSS PROFIT - ------------ Consolidated gross profit increased $636,000, or 27.0%, to $2,988,000 in FY02 from $2,352,000 in FY01. The gross profit margin also increased 7.1%, to 67.2% in FY02, compared to 60.1% in FY01, primarily due to the decrease in amortization cost of pharmaceutical software. Although the material costs for Words+ products increased proportionally to net sales, the increase in gross profit generated by pharmaceutical software outweighed the decrease in Words+ products. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - -------------------------------------------- Selling, general and administrative ("SG&A") expenses for FY02 decreased by $95,000, or 4.3%, to $2,105,000, compared to $2,200,000 for FY01. As a percentage of total sales, SG&A decreased for the third straight year from 59.0% in FY00, 56.2% in FY01, to 47.4% in FY02. For Simulations Plus, SG&A expenses decreased $137,000, or 15.9%, primarily due to the $126,000 write-off of capitalized software development cost for HelixGen in FY01 while there is no such a write off in FY02. For Words+, expenses increased $42,000, or 3.2%, due to increases in selling expenses, such as catalogs and commissions to independent sales representatives, contract labor, depreciation expense, building repairs and maintenance. These increases outweighed decreases in other expenses such as travel expense, salaries and wages, and payroll related expenses. RESEARCH AND DEVELOPMENT - ------------------------ The Company incurred approximately $477,000 of research and development costs for both companies during FY02. Of this amount, $95,000 was capitalized and $382,000 was expensed. For FY01, the Company incurred approximately $493,000 of research and development costs, of which approximately $139,000 was capitalized and approximately $354,000 was expensed. The 3.2% decrease in research and development expenditure from FY01 to FY02 was due to the fact that, although researchers' salaries have been increased, one of part time researcher has left the company and has not yet been replaced, resulting in a salary expense reduction in the aggregate amount. INCOME (LOSS) FROM OPERATIONS - ----------------------------- During FY02, the Company generated an income from operations of $501,000, as compared to a loss of $202,000 for FY01. Management attributes the increase in net income from operations to an increase in sales in pharmaceutical software and services and decreases in cost of sales, selling, general and administrative expenses outweighed the increase in research and development expense. INTEREST EXPENSE - ---------------- Interest expense for FY02 decreased by $8,000, or 36.4%, to $14,000, compared to $22,000 for FY01 due primarily to the decrease in the Company's revolving line of credit which was paid off by the end of FY02. INCOME TAXES - ------------ Income taxes were $1,600 for FY02 as well as FY01. This represents the minimum corporation tax in the state of California for the two companies. 17 NET INCOME (LOSS) - ----------------- Net income for FY02 increased $711,000, to a net income of $485,000, compared to the net loss of $226,000 for FY01. Management attributes this increase primarily to the increase in sales, along with decreases in cost of sales, selling, general and administrative expenses, and interest expense. FY01 COMPARED WITH FY00 - -------------------------------------------------------------------------------- NET SALES - --------- Net sales for FY01 increased by $286,000 or 7.9%, to $3,915,000 compared to $3,629,000 for FY00. Simulations Plus, Inc.'s sales from pharmaceutical and educational software increased approximately $246,000, or 26.3%, and Words+, Inc.'s sales increased approximately $40,000, or 1.5% for the year. Management attributes the increase in consolidated net sales to the sales increase in pharmaceutical software in FY01 compared with FY00 and a slight increase in Words+ sales. The increase in pharmaceutical software sales is attributable to a combination of annual license renewals, new customers, two new products, four major upgrades and larger average orders per customers. The increase in Words+ sales is due primarily to the revenue from TuffTalker(TM) which its initial sales began in September 2000. Approximately $240,000 was generated from TuffTalker sales during FY01; however, this increase was offset by reductions in other product sales, which management believes was caused by customers delaying purchase decisions until Medicare/Medicaid funding could be secured under new policies for those programs this year. COST OF SALES - ------------- The consolidated cost of sales for FY01 increased by $140,000 or 9.8% to $1,563,000 from $1,423,000 in FY00. As a percentage of sales, cost of sales was 39.9% for FY01, compared to 39.2% for FY00, indicating a 0.7% increase. For Simulations Plus, cost of sales increased $48,000, or 16.5%, of which the significant portion of cost of sales is the systematic amortization of capitalized software development costs, which resulted in a 28.1% increase in amortization cost. Two new modules for GastroPlus, IVIV Correlation and PKPlus, were released on November 7, 2000 and their development costs have been amortized systematically since then. For Words+, cost of sales increased $92,000, or 8.1%. As a percentage of sales, cost of sales was 44.8% in FY01, compared to 42.0% in FY00. Management attributes the increase in cost of sales between FY01 and FY00 to an increase in TuffTalker sales, which has a lower profit margin, and a decrease in higher margin products. GROSS PROFIT - ------------ The consolidated gross profit increased $146,000, or 6.6%, to $2,352,000 in FY01 from $2,206,000 in FY00. Although gross profit increased, gross profit margin decreased 0.7%, to 60.1% in FY01, compared to 60.8% in FY00, primarily due to the increase in amortization cost of pharmaceutical software and increased material costs for Words+ products, proportionally outweighing the increase in net sales. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - -------------------------------------------- Selling, general and administrative ("SG&A") expenses for FY01 increased by $57,000, or 2.7% to $2,200,000, compared to $2,143,000 for FY00. As a percentage of total sales, SG&A decreased for the third straight year from 62.3% in FY99, 59.0% in FY00 to 56.2% in FY01. For Simulations Plus, SG&A expenses increased $109,000, or 14.5%, primarily due to the $126,000 write-off of capitalized software development cost for HelixGen in FY01. Although HelixGen development is still considered an on-going project, management postponed its development to focus on development of other pharmaceutical software products. Without this write-off expense, the selling, general and administrative expenses for FY01 would have decreased by $17,000, or 2.1%. For Words+, expenses decreased $52,000, or 3.7%, due to reductions in depreciation expense, telephone expense, insurance, and some selling expenses, such as promotion, commissions to independent sales representatives. These reductions outweighed increases in 18 other expenses such as travel expense, trade shows, salaries and wages, and payroll related expenses. RESEARCH AND DEVELOPMENT - ------------------------ The Company incurred approximately $493,000 of research and development costs for both companies during FY01. Of this amount, $139,000 was capitalized and $354,000 was expensed. For FY00, the Company incurred approximately $432,000 of research and development costs, of which approximately $132,000 was capitalized and approximately $300,000 was expensed. The 14.1% increase in research and development expenditure from FY00 to FY01 was due to additions to staff, resulting in increased salary expenses. LOSS FROM OPERATIONS - -------------------- During FY01, the Company incurred a loss from operations of approximately $202,000, as compared to a loss of $237,000 for FY00. Management attributes the reduction in net loss from operations to an increase in sales, which outweighed increases in cost of sales, selling, general and administrative expenses, and research and development expense. Without the required HelixGen write-off, the loss from operations would have been $76,000. INTEREST EXPENSE - ---------------- Interest expense between FY01 and FY00 was constant. Interest expense is incurred due to the Company's revolving line of credit and interest on capitalized lease obligations. GAIN ON DISPOSAL OF FURNITURE & EQUIPMENT - ----------------------------------------- There was no gain on disposal of furniture & equipment for FY01 while there was such a gain in FY00. During FY00, the Company claimed a loss of stolen computers to our insurance company, and the proceeds less depreciated book value resulted in this gain of $3,000. INCOME TAXES - ------------ Income taxes were $1,600 for FY01 as well as FY00. This represents the minimum corporation tax in the state of California for the two companies. NET LOSS - -------- Net loss for FY01 decreased $32,000, or 12.4%, to a net loss of $226,000, compared to the net loss of $258,000 for FY00. Management attributes this decline primarily to the increase in sales outweighed the increases in cost of sales, selling, general and administrative expenses, research and development expenses, and decrease in gain on a disposal asset. Without the required HelixGen write-off, the net loss would have been $100,000. SEASONALITY - -------------------------------------------------------------------------------- Sales of the Company's pharmaceutical and disability products exhibit very little discernable seasonal fluctuation. The following table sets forth net sales information for each of the Company's last 12 calendar quarters. In each of the last three years, the highest quarters and the lowest quarters have been in three different quarters. This unaudited net sales information has been prepared on the same basis as the annual information presented elsewhere in this Annual Report on Form 10-KSB and, in the opinion of management, reflects all adjustments (consisting of normal recurring entries) necessary for a fair presentation of the information presented. Net sales for any quarter are not necessarily indicative of sales for any future period. 19 - ---------------------------------------------------------------------------------------- Net Sales
FY First Second Third Fourth Total Quarter Quarter Quarter Quarter (in thousands) - -------------------- ----------- ----------- -------------- ----------- ----------- 2002 . . . . . . . . 1,007 1,107 1,120 1,210 4,444 2001 . . . . . . . . 1,058 1,062 974 821 3,915 2000 . . . . . . . . 814 1,092 743 980 3,629 - ----------------------------------------------------------------------------------------
In general, management believes sales of its Words+ products to schools are seasonal, with greater sales to schools during the Company's third and fourth fiscal quarter (March-May and June-August). Sales of pharmaceutical simulations, which began in the first quarter of FY99, are not expected to show significant seasonal behavior. Although a significant portion of the pharmaceutical industry receives extended summer holidays, the fourth quarter was the strongest quarter for fiscal year 2002, but was the lowest in the previous year. LIQUIDITY AND CAPITAL RESOURCES - -------------------------------------------------------------------------------- The Company's principal sources of capital have been cash flows from its operations, a bank line of credit, a government grant, cash loans from the officers on an as-needed basis, and accruing and not paying portions of salaries to certain executive officers and managers. The Company has available a $100,000 revolving line of credit from a bank. Interest is payable on a monthly basis at the bank's prime rate, which has a floor of 7.5%, plus 3.5%. The interest rate was 11.0% at August 31, 2002 and 10.5% at August 31, 2001. At August 31, 2002, the outstanding balance under the revolving line of credit was zero, and it was $99,000 at August 31, 2001. The revolving line of credit is not secured by any of the assets of the Company but is personally guaranteed by Mr. Walter S. Woltosz, the Company's Chief Executive Officer, President and Chairman of the Board of Directors. Beginning in August 1998, certain executive officers and managers accepted reduced salaries on a temporary basis in order to protect the cash assets of the Company. The unpaid portions of salaries have been accrued over 3 years and recently some of them have been paid back as management deems the Company's cash flow and cash reserves were sufficient to make such payment without adverse effects to the Company's financial position. All executive officers and managers are now receiving their regular salaries. At August 31, 2002, the remaining unpaid salaries due to the Company's executive officers were $281,849 plus accrued bonus of $54,057 (see Item 10 - EMPLOYMENT AND OTHER COMPENSATION AGREEMENTS section) The Company believes that existing capital and anticipated funds from operations and revolving line of credit will be sufficient to meet its anticipated cash needs for working capital and capital expenditures for the foreseeable future. If cash generated from operations becomes insufficient to satisfy the Company's capital requirements, the Company 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 the Company, or, if available, that it will be in amounts and on terms acceptable to the Company. If cash flows from operations are insufficient to continue operations at the current level, and if no additional financing is obtained, then management will restructure the Company in a way to preserve its pharmaceutical and disability businesses while maintaining expenses within operating cash flows. 20 Since July 2, 1999, trading in the shares of the Company's Common Stock has been conducted on the Nasdaq's "Electronic Bulletin Board." Consequently, the liquidity of the Company's securities may be impaired, not only in the number of securities which can be bought and sold, but also through delays in the timing of the transactions, reductions in security analysts' and the new media's coverage of the Company, and lower prices for the Company's securities than otherwise may be attained. Because the company's securities are listed on the bulletin board, they are subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which imposes additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and "accredited investors" (generally, individuals with net worths in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. Consequently, the rule may adversely affect the ability of broker-dealers to sell the Company's securities acquired hereby in the secondary market. Securities and Exchange Commission ("Commission") regulations define a "penny stock" to be any non-Nasdaq equity security that has a market price (as therein defined) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The foregoing required penny stock restrictions will not apply to the Company's securities if such securities are listed on Nasdaq and have certain price and volume information provided on a current and continuing basis or meet certain minimum tangible assets or average revenue criteria. There can be no assurance that the Company's securities will qualify for exemption from these restrictions. In any event, even if the Company's securities were exempt from such restrictions, it would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to prohibit any person that is engaged in unlawful conduct while participating in a distribution of penny stock from associating with a broker-dealer or participating in the distribution of a penny stock, if the Commission finds that such a restriction would be in the public interest. If the Company's securities were subject to the rules on penny stocks, the market liquidity for the Company's securities would be severely adversely affected. ITEM 7. FINANCIAL STATEMENTS The response to this item is submitted as a separate section of this Form 10KSB (see pages F1 - F23.) ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 21 PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------------------------------------------------------------------------------- NAME AGE POSITION WITH THE COMPANY SINCE - ---- --- ------------------------- ----- Walter S. Woltosz 56 Chairman of the Board, Chief Executive Officer 1996 and President of the Company and Words+ Virginia E. Woltosz 51 Senior Vice President, Secretary and Director 1996 of the Company and Words+ Dr. David Z. D'Argenio 53 Director and Consultant to the Company 1997 Dr. Richard R. Weiss 69 Director 1997 Ronald F. Creeley 51 Vice President, Marketing and Sales of the 1997 Company and Words+ Momoko A. Beran 50 Chief Financial Officer of the Company and Words+ 1996 - -------------------------------------------------------------------------------- Walter S. Woltosz is a co-founder of the Company and has served as its Chief Executive Officer and President and as Chairman of the Board of Directors since its incorporation in July 1996. Mr. Woltosz is also a co-founder of Words+ and has served as its Chief Executive Officer and President since its incorporation in 1981. Virginia E. Woltosz is a co-founder of the Company and has served as its Senior Vice President and Secretary since its incorporation in July 1996. Mrs. Woltosz is also a co-founder of Words+ and has served as its Vice President, Secretary and Treasurer since its incorporation in 1981. Virginia E. Woltosz is the wife of Walter S. Woltosz. Dr. David Z. D'Argenio started to serve as a Director of the Company in June 1997. He is currently Professor and Chairman of Biomedical Engineering at the University of Southern California ("USC"), and has been on the faculty at USC since 1979. He also serves as the Co-Director of the Biomedical Simulations Resource Project at USC, a project funded by the National Institutes of Health since 1985. Dr. Richard R. Weiss started to serve as a Director of the Company in June 1997. From October 1994 to the present, Dr. Weiss has acted as a consultant to a number of aerospace companies and to the U.S. Department of Defense through his own consulting entity, Richard R. Weiss Consulting Services. From June 1993 through July 1994, Dr. Weiss was employed by the U.S. Department of Defense as its Deputy Director, Space Launch & Technology. Ronald F. Creeley joined the Company in February 1997 as its Vice President, Marketing and Sales. Prior to joining the Company, Mr. Creeley had been Marketing Director at Union Pen Company, Time Resources, and New England Business Services, Inc., with experience in marketing and research. 22 Momoko A. Beran joined Words+ in June 1993 as Director of Accounting and was named the Company's Chief Financial Officer in July 1996. In November 1999, the Board of Directors assigned Mrs. Beran the additional duties of Vice President, Operations, for Words+, Inc. ITEM 10. EXECUTIVE COMPENSATION The following table sets forth certain information concerning compensation paid or accrued for the fiscal year ended August 2002, 2001 and 2000 by the Company to or for the benefit of the Company's President and Vice President, Sales and Marketing. No other executive officers of the Company received total annual compensation for the fiscal year ended August 31, 2002, 2001 and 2000 that exceeded $100,000. As permitted under the rules of the Securities and Exchange Commission, no amounts are shown in the table below with respect to any perquisites paid to named officer because the aggregate amount of such perquisites (e.g., auto allowance) did not exceed the lesser of (i) $50,000 or (ii) 10% of the total annual salary and bonus of a named officer. - ---------------------------------------------------------------------------------------------
Name and Principal Accrued Bonus 401(k) Match Fiscal Position Paid Salary Salary Company Paid Year - -------------------------- --------------- ---------- -------------- ------------ ------ Walter S. Woltosz $153,500.04 (1) -0- $27,028.50 (2) -0- 2002 President and Chief $126,500.08 $23,499.92 -0- $4,060.06 2001 Executive Officer $101,666.74 $48,333.26 -0- $2,866.76 2000 Ronald F. Creeley $117,980.41 (1) -0- -0- $2,359.59 2002 Vice President, Sales *** *** *** *** 2001 and Marketing $101,000.00 (1) -0- $1,364.78 $1,380.00 2000 - ---------------------------------------------------------------------------------------------
(1) Includes deferred salary paid. (2) Accrued bonus due and payable within 10 days after the filing of this annual report. *** Total compensation less than $100,000. EMPLOYMENT AND OTHER COMPENSATION AGREEMENTS The Company had an employment agreement with Walter Woltosz commencing September 1, 1999 that extended until August 31, 2002. The agreement provided for an annual salary of $150,000. Pursuant to such agreement, Mr. Woltosz was entitled to such health insurance and other benefits that are not inconsistent with that which the Company customarily provides to its other management employees and to reimbursement of customary, ordinary and necessary business expenses incurred in connection with the rendering of services to the Company. The agreement also provides that the Company may terminate the agreement upon 30 days written notice if termination is without cause and that the Company's only obligation to Mr. Woltosz would be for a payment equal to the greater of (i) 12 months of salary or (ii) the remainder of the term of the employment agreement from the date of notice of termination. Further, the agreement provides that the Company may terminate the agreement for cause (as defined) and that the Company's only 23 obligation to Mr. Woltosz would be limited to the payment of Mr. Woltosz' salary and benefits through and until the effective date of any such termination. The Board of Directors renewed this employment agreement with an increase of 10% in salary effective as of September 1, 2002 for three years. All other terms remain the same. As part of the agreement with the original underwriter and as partial compensation for the sale of Words+ to Simulations Plus in 1996, commencing with the Company's fiscal year ending 1997 and for each fiscal year thereafter, Walter and Virginia Woltosz are entitled to receive bonuses not to exceed $150,000 and $60,000, respectively, equal to 5% of the Company's net annual income before taxes. For FY02, the net income before tax was $540,570, therefore, the Company accrued bonuses, the total amount of $54,057, for Walter Woltosz and Virginia Woltosz. These bonuses are due and payable within 10 days after the filing of this annual report. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of August 31, 2002 by (i) each person who is known to own beneficially more than 5% of the outstanding shares of the Company's Common Stock, (ii) each of the Company's directors and executive officers, and (iii) all directors and executive officers of the Company as a group: - ---------------------------------------------------------------------------- AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNER (1)(2) BENEFICIAL OWNERSHIP OF CLASS - ------------------------------------- -------------------- -------- Walter S. and Virginia E. Woltosz (3) 2,081,000 57.31% Momoko Beran (4) 105,100 2.89% Ronald F. Creeley (5) 104,400 2.88% Dr. David Z. D'Argenio (6) 3,153 * Dr. Richard R. Weiss (7) 3,153 * -------------------- -------- 2,296,806 63.26% - ---------------------------------------------------------------------------- * Less than 1% (1) Such persons have sole voting and investment power with respect to all Shares of Common Stock shown as being beneficially owned by them, subject to community property laws, where applicable, and the information contained in the footnotes to this table. (2) The address of each director and executive officer named is c/o the Company, 1220 W. Avenue J, Lancaster, California 93534. (3) Own an aggregate of 2,071,000 plus 10,000 shares of common stock underlying an option exercisable within the next 60 days of the date of this Annual Report. Does not include stock option for 40,000 shares, which are not exercisable within the next 60 days of the date of this Annual Report. 24 (4) Owns 300 shares of common stock exercised from options granted under the 1996 Stock Option plan, plus 104,800 shares of common stock underlying an option exercisable within the next 60 days of the date of this Annual Report. Does not include stock options for 95,400 shares, which are not exercisable within the next 60 days of the date of this Annual Report. (5) Owns 1,000 shares of common stock, plus 103,400 shares of common stock underlying an option exercisable within the next 60 days of the date of this Annual Report. Does not include stock options for 96,600 shares, which are not exercisable within the next 60 days of the date of this Annual Report. (6) Owns 1,000 shares of common stock, plus 2,153 shares of common stock underlying an option exercisable within the next 60 days of the date of this Annual Report. Does not include stock options for 950 shares, which are not exercisable within the next 60 days of the date of this Annual Report. (7) Owns 1,000 shares of common stock, plus 2,153 shares of common stock underlying an option exercisable within the next 60 days of the date of this Annual Report. Does not include stock options for 950 shares, which are not exercisable within the next 60 days of the date of this Annual Report. STOCK OPTIONS The following table discloses certain information regarding the options held at August 31, 2002 by the Chief Executive Officer and each other named executive officer. - -------------------------------------------------------------------------------- Number of Options at Value of Options at August 31, 2002 August 31, 2002 (1) --------------------------- --------------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Walter S. Woltosz 5,000 20,000 -0-* -0-* Virginia E. Woltosz 5,000 20,000 -0-* -0-* Momoko Beran 82,900 117,300 $7,149 $7,671 Ronald F. Creeley 81,600 118,400 $7,212 $7,608 Dr. David Z. D'Argenio 2,153 1,000 $76 $96 Dr. Richard R. Weiss 2,153 1,000 $76 $96 - -------------------------------------------------------------------------------- (1) Based on a per share price of $1.52 at August 31, 2002 less applicable option exercise prices. * Granted at $1.54, 110% of market price of the issue date ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS As of August 31, 2002, the accrued compensation due to the Company's President was $190,583, and bonus payable, 5% of net income before the tax based on the underwriting agreement, was $27,029. Neither amount accrues interest. 25 As of August 31, 2002, the accrued compensation due to the Company's Vice President of Human Resources was $8,333, and bonus payable, 5% of net income before the tax based on the underwriting agreement, was $27,029. Neither amount accrues interest. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report as required by Item 601 of Regulation S-B: EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1 Articles of Incorporation of the Registrant (1) 3.2 Amended and Restated Bylaws of the Registrant (1) 4.1 Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 hereof) and Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 hereof) 4.2 Form of Common Stock Certificate (1) 4.3 Share Exchange Agreement (1) 10.1 Simulations Plus, Inc. 1996 Stock Option Plan (the "Option Plan") and terms of agreements relating thereto (1)+ 10.2 Subscription Agreement with Patricia Ann O'Neil (1) 10.3 Security Agreement with Patricia Ann O'Neil (1) 10.4 Promissory Note made by the Registrant in favor of Patricia Ann O'Neil (1) 10.5 Warrants to purchase 150,000 shares of Common Stock of the Registrant issued to Patricia Ann O'Neil (1) 10.6 First Amendment to Agreement with Patricia Ann O'Neil (1) 10.7 Subscription Agreement with Fernando Zamudio (1) 10.8 Security Agreement with Fernando Zamudio (1) 10.9 Promissory Note made by the Registrant in favor of Fernando Zamudio (1) 10.10 Warrant to purchase 100,000 shares of Common Stock of the Registrant issued to Fernando Zamudio (1) 10.11 Employment Agreement by and between the Registrant and Walter S. Woltosz (1) + 10.12 Performance Warrant Agreement by and between the Registrant and Walter S. Woltosz + Virginia E. Woltosz (2) + 10.13 Software Acquisition Agreement by and Between the Registrant and Michael B. Bolger (1) 10.14 Sublease Agreement dated May 7, 1993 by and between the Registrant and Westholme Partners (along with Consent to Sublease and master lease agreement) (1) 10.15 Lease Agreements dated August 22, 1996 by and between Words+, Inc. and Abbey-Sierra LLC (1) 10.16 Form of 10% Amended and Restated Promissory Note issued in connection with the Registrant's Private Placement (2) 10.17 Form of Subscription Agreement relative to the Registrant's Private Placement (1) 10.18 Form of Lock-Up Agreement with Bridge Lenders (2) 10.19 Form of Indemnification Agreement (1) 10.20 Form of Lock-Up Agreement with the Woltosz' (2) 10.21 Letter of Intent by and between the Registrant and Therapeutic Systems Research Laboratories (1) 10.22 Form of Representative's Warrant to be issued by the Registrant in favor of the Representative (2) 10.23 Form of Warrant issued to Bridge Lenders (2) 26 10.24 License Agreement by and between the Registrant and Therapeutic Systems Research Laboratories (3) 10.25 Grant Award Letter from National Science Foundation (4) 10.26 Distribution Agreement with Teijin Systems Technology LTD. (4) 10.27 Lease Agreements by and between Simulations Plus, Inc. and Martin Properties, Inc. (4) 10.28 Software OEM Agreement for Assistive Market Developer by and between Words+, Inc. and Digital Equipment Corporation. (4) 10.29 Purchase Agreement by and between Words+, Inc. and Epson America, Inc. (4) 10.30 License Agreement with Absorption Systems, LP. (5) 10.31 Service contract with The Kriegsman Group. (5) 10.32 Letter of Engagement with Banchik & Associates. (5) 10.33 Letter of Intent for Cooperative Alliance with Absorption Systems, LP. (5) 10.34 OEM/Remarketing Agreement between Words+, Inc. and Eloquent Technology, Inc. (6) 10.35 Lease Option Agreement by and between Simulations Plus, Inc. and Martin Properties, Inc. (8) 10.36 Auto Rental Lease Agreement by and between Simulations Plus, Inc. and Walter and Virginia Woltosz (8) 10.37 Registration Statement - 1,250,000 shares of the Company's 1966 Stock Options. (9) 10.38 Employment Agreement by and between the Company and Walter S. Woltosz (10) 99.1 S.906 - Certification of Chief Executive Officer. (10) 99.2 S.906 - Certification of Chief Financial Officer. (10) - -------------------------------------------------------------------------------- (1) Incorporated by reference to the Company's Registration Statement on Form SB-2 (Registration No. 333-6680) filed on March 25, 1997 (the "Registration Statement"). (2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed on May 27, 1997. (3) Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended August 31, 1997. (4) Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended August 31, 1998. (5) Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended August 31, 1999. (6) Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended August 31, 2000. (7) Incorporated by reference to the Company's Form 8-K filed on March 1, 2001. (8) Incorporated by reference to the Company's Form 10-KSB for the fiscal year ended August 31, 2001. (9) Incorporated by reference to the Company's Registration Statement on Form S-8 (Registration No. 333-91592) filed on June 28, 2002 (the "Registration Statement"). (10) Filed herewith. (b) Reports on Form 8-K None. 27 SIGNATURES In accordance with Section 13or15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, State of California, on November 14, 2002. SIMULATIONS PLUS, INC. By /s/ MOMOKO A. BERAN ----------------------- Momoko A. Beran Chief Financial Officer In accordance with Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on November 14, 2002. SIGNATURE TITLE /s/ WALTER S. WOLTOSZ - ---------------------------------- Chairman of the Board of Directors Walter S. Woltosz and Chief Executive Officer /s/ VIRGINIA E. WOLTOSZ - ---------------------------------- Senior Vice President, Secretary and Virginia Woltosz Director of the Company and Words+ /s/ DR. DAVID Z. D'ARGENIO - ---------------------------------- Dr. David Z. D'Argenio Director and Consultant to the Company - ---------------------------------- Dr. Richard Weiss Director /s/ MOMOKO A. BERAN - ---------------------------------- Momoko A. Beran Chief Financial Officer of the Company 28 STATEMENT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Walter Woltosz, certify that: -------------- 1. I have reviewed this annual report on Form 10-KSB of November 5, 2002; ----------------- 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 5, 2002 ---------------- /s/ WALTER WOLTOSZ ----------------------- Walter S. Woltosz Chief Executive Officer 29 STATEMENT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Momoko Beran, certify that: ------------ 1. I have reviewed this annual report on Form 10-KSB of November 5, 2002; ----------------- 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 5, 2002 ---------------- /s/ MOMOKO BERAN ----------------------- Momoko A. Beran Chief Financial Officer 30 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONTENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITOR'S REPORT F2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet F3 - F4 Consolidated Statements of Operations F5 Consolidated Statements of Shareholders' Equity F6 Consolidated Statements of Cash Flows F7 - F8 Notes to Consolidated Financial Statements F9 - F23 F-1 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Shareholders of Simulations Plus, Inc. We have audited the accompanying consolidated balance sheet of Simulations Plus, Inc. (a California corporation) and subsidiary as of August 31, 2002, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the two years in the period ended August 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Simulations Plus, Inc. and subsidiary as of August 31, 2002, and the results of their operations and their cash flows for each of the two years in the period ended August 31, 2002 in conformity with accounting principles generally accepted in the United States of America. SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, California October 18, 2002 F-2 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET August 31, 2002 - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 36,072 Accounts receivable, net of allowance for doubtful accounts of $11,212 928,237 Inventory 208,605 Prepaid expenses and other current assets 36,606 ----------- Total current assets 1,209,520 CAPITALIZED COMPUTER SOFTWARE DEVELOPMENT COSTS, net of accumulated amortization of $1,632,394 300,775 PROPERTY AND EQUIPMENT, net 62,439 OTHER ASSETS 13,257 ----------- TOTAL ASSETS $1,585,991 =========== The accompanying notes are an integral part of these financial statements. F-3 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET August 31, 2002 - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 145,697 Accrued payroll and other expenses 309,764 Accrued bonuses to officers 54,058 Accrued compensation due to officers 198,916 Accrued warranty and service costs 30,996 Current portion of capitalized lease obligations 11,236 ------------ Total current liabilities 750,667 CAPITALIZED LEASE OBLIGATIONS, net of current portion 9,964 DEFERRED REVENUE 57,476 ------------ Total liabilities 818,107 ------------ 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 20,000,000 shares authorized 3,408,331 shares issued and outstanding 3,409 Additional paid-in capital 4,654,756 Accumulated deficit (3,890,281) ------------ Total shareholders' equity 767,884 ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,585,991 ============ The accompanying notes are an integral part of these financial statements. F-4 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended August 31, - -------------------------------------------------------------------------------- 2002 2001 ------------ ------------ NET SALES $ 4,443,842 $ 3,914,583 COST OF SALES 1,456,332 1,562,830 ------------ ------------ GROSS PROFIT 2,987,510 2,351,753 ------------ ------------ OPERATING EXPENSES Selling, general, and administrative 2,105,253 2,199,611 Research and development 382,143 354,090 ------------ ------------ Total operating expenses 2,487,396 2,553,701 ------------ ------------ INCOME (LOSS) FROM OPERATIONS 500,114 (201,948) ------------ ------------ OTHER INCOME (EXPENSE) Interest income 165 109 Interest expense (13,764) (22,161) ------------ ------------ Total other income (expense) (13,599) (22,052) ------------ ------------ INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 486,515 (224,000) PROVISION FOR INCOME TAXES 1,600 1,600 ------------ ------------ NET INCOME (LOSS) $ 484,915 $ (225,600) ============ ============ BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ 0.14 $ (0.07) ============ ============ WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC 3,408,331 3,394,299 ============ ============ DILUTED 3,525,038 3,394,299 ============ ============ The accompanying notes are an integral part of these financial statements. F-5 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Years Ended August 31, - -----------------------------------------------------------------------------------------
Common Stock Additional ------------------------- Paid-In Accumulated Shares Amount Capital Deficit Total ------------ ---------- ------------ ------------ ------------ BALANCE, AUGUST 31, 2000 3,385,831 $ 3,386 $ 4,632,278 $(4,149,596) $ 486,068 EXERCISE OF STOCK OPTIONS 22,500 23 22,478 22,501 NET LOSS (225,600) (225,600) ------------ ---------- ------------ ------------ ------------ BALANCE, AUGUST 31, 2001 3,408,331 3,409 4,654,756 (4,375,196) 282,969 NET INCOME 484,915 484,915 ------------ ---------- ------------ ------------ ------------ BALANCE, AUGUST 31, 2002 3,408,331 $ 3,409 $ 4,654,756 $(3,890,281) $ 767,884 ============ ========== ============ ============ ============ The accompanying notes are an integral part of these financial statements. F-6
SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended August 31, - ------------------------------------------------------------------------------------------
2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 484,915 $(225,600) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization of property and equipment 64,158 65,300 Amortization of capitalized software development costs 127,672 228,551 Impairment of capitalized software development costs -- 126,296 (Increase) decrease in Accounts receivable (483,837) 98,169 Inventory (26,247) (24,041) Other assets (11,583) 13,498 Increase (decrease) in Accounts payable (118,607) 25,247 Accrued payroll and other expenses (16,640) 16,274 Accrued bonuses to officers 54,057 -- Accrued warranty and service costs (14,460) 1,436 Deferred revenue 51,640 (33,032) ---------- ---------- Net cash provided by operating activities 111,068 292,098 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (35,329) (30,700) Capitalized computer software development costs (94,146) (139,375) ---------- ---------- Net cash used in investing activities (129,475) (170,075) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net decrease in line of credit (98,959) (122) Payments on capitalized lease obligations (13,214) (15,285) Proceeds from the exercise of stock options -- 22,501 ---------- ---------- Net cash provided by (used in) financing activities (112,173) 7,094 ---------- ---------- The accompanying notes are an integral part of these financial statements. F-7 SIMULATIONS PLUS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended August 31, - ------------------------------------------------------------------------------------------ 2002 2001 ---------- ---------- Net increase (decrease) in cash and cash equivalents $(130,580) $ 129,117 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 166,652 37,535 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 36,072 $ 166,652 ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION INTEREST PAID $ 13,764 $ 22,161 ========== ========== INCOME TAXES PAID $ 1,600 $ 1,600 ========== ========== The accompanying notes are an integral part of these financial statements. F-8
SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION AND LINES OF BUSINESS Organization ------------ Simulations Plus, Inc. was incorporated on July 17, 1996. On August 29, 1996, the shareholders of Words+, Inc. exchanged their 2,000 shares of Words+, Inc. common stock for 2,200,000 shares of Simulations Plus, Inc. common stock, and Words+, Inc. became a wholly owned subsidiary of Simulations Plus, Inc. (collectively, the "Company"). The effect of the stock-for-stock exchange is presented retroactively in the accompanying consolidated financial statements. Lines of Business ----------------- The Company designs and develops computer software and manufactures augmentative communication devices and computer access products that provide a voice for those who cannot speak and allow physically disabled persons to operate a standard computer. In addition, 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. The Company also developed and sells interactive, educational software programs that simulate science experiments conducted in high school science classes. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation --------------------------- The consolidated financial statements include the accounts of Simulations Plus, Inc. and its wholly owned subsidiary, Words+, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Revenue Recognition ------------------- The Company recognizes revenues related to software licenses and software maintenance in accordance with the American Institute of Certified Public Accountants ("AICPA") Statements of Position No. 97-2, "Software Revenue Recognition." Product revenue is recorded at the time of shipment, net of estimated allowances and returns. Post-contract customer support ("PCS") obligations are insignificant; therefore, revenue for PCS is recognized at the time of shipment, and the costs of providing such support services are accrued and amortized over the obligation period. The Company provides, for a fee, additional training and service calls to its customers and recognizes revenue at the time the training or service call is provided. F-9 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Comprehensive Income -------------------- The Company utilizes Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Comprehensive income is not presented in the Company's financial statements since the Company did not have any of the items of comprehensive income in any period presented. 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. Inventory --------- Inventory is stated at the lower of cost (first-in, first-out basis) or market and consists primarily of computers and peripheral computer equipment. Capitalized Computer Software Development Costs ----------------------------------------------- Software development costs are capitalized in accordance with SFAS No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise 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 the Company's software products. Amortization of capitalized 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 three years). Management periodically compares estimated net realizable value by product with the amount of software development costs capitalized for that product to ensure the amount capitalized is not in excess of the amount to be recovered through revenues. Any such excess of capitalized software development costs to expected net realizable value is expensed at that time. F-10 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Capitalized Computer Software Development Costs (Continued) ----------------------------------------------- During the years ended August 31, 2002 and 2001, the Company recognized $0 and $126,296, respectively, as an impairment loss related to capitalized software costs in excess of the amount to be recovered through revenues. The impairment loss is included in selling, general, and administrative expenses. Property and Equipment ---------------------- Property and equipment, including equipment under capital leases, 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: Equipment 5 years Computer equipment 3 to 7 years Furniture and fixtures 5 to 7 years Leasehold improvements 5 years Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations. Fair Value of Financial Instruments ----------------------------------- For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued payroll and other expenses, accrued bonuses to officers, accrued compensation due to officers, and accrued warranty and service costs, the carrying amounts approximate fair value due to their short maturities. The amounts shown for capitalized lease obligations also approximate fair value because current interest rates offered to the Company for leases of similar maturities are substantially the same. Advertising ----------- The Company expenses advertising costs as incurred. Advertising costs for the years ended August 31, 2002 and 2001 were $35,906 and $3,281, respectively. Research and Development Costs ------------------------------ Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs consist primarily of salaries and direct payroll related costs. Income Taxes ------------ The Company utilizes SFAS No. 109, "Accounting for 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. F-11 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes (Continued) ------------ 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. Net Earnings (Loss) per Share ----------------------------- The Company reports earnings (loss) per share in accordance with SFAS No. 128, "Loss per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) 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 (loss) per share for the years ended August 31, 2002 and 201 were as follows:
2002 2001 ----------- ----------- Numerator Net (income) loss attributable to common shareholders $ 484,915 $ (225,600) =========== =========== Denominator Weighted-average number of common shares outstanding during the year 3,408,331 3,394,299 Dilutive effect of stock options 116,707 -- ----------- ----------- COMMON STOCK AND COMMON STOCK EQUIVALENTS USED FOR DILUTED EARNINGS (LOSS) PER SHARE 3,525,038 3,394,299 =========== ===========
F-12 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock Options and Warrants -------------------------- The Financial Accounting Standards Board ("FASB") issued SFAS No. 123, "Accounting for Stock-Based Compensation," which defines a fair value based method of accounting for stock-based compensation. However, SFAS No. 123 allows an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." Entities electing to remain with the accounting method of APB 25 must make pro forma disclosures of net income and earnings per share, as if the fair value method of accounting defined in SFAS No. 123 had been applied. The Company has elected to account for its stock-based compensation to employees under APB 25. Estimates --------- The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Concentrations and Uncertainties -------------------------------- International sales accounted for 26% and 29% of net sales for the years ended August 31, 2002 and 2001, respectively. Amounts due from one major customer represented 33% of the net accounts receivable balance at August 31, 2002. The Company operates in the computer software industry, which is highly competitive and changes rapidly. The Company's operating results could be significantly affected by its ability to develop new products and find new distribution channels for new and existing products. The Company does not manufacture certain of its components including the computer that is used in one of the Company's products. Such computer is sourced by the Company from a single vendor. The Company also uses a number of pictographic symbols that are used in its software products which are licensed from a third party. The inability of the Company to obtain computers used in its products or to renew its licensing agreement to use pictographic symbols could negatively impact the Company's financial position, results of operations, and cash flows. F-13 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recently Issued Accounting Pronouncements ----------------------------------------- In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 updates, clarifies, and simplifies existing accounting pronouncements. This statement rescinds SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in APB No. 30 will now be used to classify those gains and losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS No. 4 has been rescinded. SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-lease transactions. This statement also makes technical corrections to existing pronouncements. While those corrections are not substantive in nature, in some instances, they may change accounting practice. This statement is not applicable to the Company. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF Issue 94-3, a liability for an exit cost, as defined, was recognized at the date of an entity's commitment to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002 with earlier application encouraged. The Company does not expect adoption of SFAS No. 146 to have a material impact, if any, on its financial position or results of operations. NOTE 3 - CASH AND CASH EQUIVALENTS The Company maintains cash deposits at banks located in California. Deposits at each bank are insured by the Federal Deposit Insurance Corporation up to $100,000. 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. F-14 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment at August 31, 2002 consisted of the following: Equipment $ 104,236 Computer equipment 317,742 Furniture and fixtures 45,036 Leasehold improvements 38,215 ------------ 505,229 Less accumulated depreciation and amortization 442,790 ------------ TOTAL $ 62,439 ============ Depreciation and amortization expense was $64,158 and $65,300 for the years ended August 31, 2002 and 2001, respectively. NOTE 5 - LINE OF CREDIT The Company has available an unsecured $100,000 revolving line of credit from a bank with interest payable on a monthly basis at prime (7.5% at August 31, 2002), with a minimum floor of 7.5%, plus 3.5%. The line is personally guaranteed by the Company's President. As of August 31, 2002, the line of credit was unused. NOTE 6 - COMMITMENTS AND CONTINGENCIES Leases ------ The Company leases certain facilities for its corporate and operations offices under a non-cancelable operating lease agreement that expires in September 2003. The Company also leases certain office and computer equipment under non-cancelable capital lease arrangements that expire through August 2004. F-15 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED) Leases (Continued) ------ Future minimum lease payments under non-cancelable operating and capital leases with initial or remaining terms of one year or more at August 31, 2002 were as follows: Year Ending Operating Capital August 31, Leases Leases ----------- ---------- ---------- 2003 $ 146,016 $ 12,919 2004 2,434 10,704 ---------- ---------- $ 148,450 23,623 ========== Less amount representing interest 2,423 ---------- 21,200 Less current portion 11,236 ---------- LONG-TERM PORTION $ 9,964 ========== Included in property and equipment is capitalized leased equipment of $54,053 with accumulated depreciation of $45,743 at August 31, 2002. Rent expense was $194,400 and $184,070 for the years ended August 31, 2002 and 2001, respectively. Employee Agreement ------------------ The Company entered into an employment agreement with its President that expired on August 31, 2002. The employment agreement provided for an annual salary of $150,000 and an annual bonus based on the Company's performance not to exceed $150,000. The agreement also provided that the Company may terminate the agreement upon 30 days' written notice if termination is without cause. The Company's only obligation would be to pay its President the greater of a) 12 months salary or b) the remainder of the term of the employment agreement from the date of notice of termination. Subsequent to August 31, 2002, the Company entered into a new employment agreement with its President (see Note 11). License Agreement ----------------- The Company entered into an agreement with Therapeutic Systems Research Laboratory ("TSRL") to jointly develop a computer simulation of the absorption of drug compounds in the gastrointestinal tract. Upon execution of a definitive License Agreement, TSRL received a one-time payment of $75,000, plus a royalty of 20% of net sales of the absorption simulation. For the years ended August 31, 2002 and 2001, the Company paid royalties of $161,993 and $110,814, respectively. F-16 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED) Listing on Stock Exchange ------------------------- In order to maintain quotation of its securities on the NASDAQ Small Cap Market (the "NASDAQ"), the Company has to maintain certain minimum financial requirements. As of August 31, 2002 and 2001, the Company has ceased to meet one of the requirements for continued listing, namely the Company's net tangible assets as of August 31, 2002 and 2001 were $768,000 and $283,000, respectively, which is below the $2,000,000 required by the NASDAQ. Furthermore, as of November 16, 1999, the market value of the Company's public float was below the $4,000,000 required for continued NASDAQ listing. The Company was unable to increase its net tangible assets and the market value of its public float to meet the NASDAQ's requirements for continued listing. The Company's securities were delisted from NASDAQ effective at the closing of July 2, 1999. Trading, if any, of the shares of common stock now need to be conducted in the over-the-counter markets in the so-called "pink sheets" or on the NASDAQ's "Electronic Bulletin Board." Consequently, the liquidity of the Company's securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of the transactions, reductions in security analysts' and the news media's coverage of the Company, and lower prices for the Company's securities than otherwise might be attained. NOTE 7 - SHAREHOLDERS' EQUITY Warrants -------- In August and September 1996, the Company entered into two Subscription Agreements, whereby the Company issued 100,000 and 150,000 warrants, respectively, to purchase shares of common stock. The warrants are exercisable at $4 per share and expire five years from the date of grant. During August and September 2001, the warrants to purchase 100,000 and 150,000 shares, respectively, of common stock expired prior to being exercised. In January 1997, the Company entered into Subscription Agreements, whereby the Company issued notes in the amount of $1,100,000 and issued 280,000 warrants to purchase common stock. The warrants were exercisable at $2.50 per share, were subject to a 12-month-lock-up period, and expired five years from the grant date. During the year ended August 31, 2002, these warrants expired. The notes were repaid upon the completion of the Company's stock offering. F-17 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED) Stock Option Plan ----------------- In September 1996, the Board of Directors adopted and the shareholders approved the 1996 Stock Option Plan (the "Option Plan") under which a total of 250,000 shares of common stock had been reserved for issuance. In March 1999, the shareholders approved an increase in the number of shares that may be granted under the Option Plan to 500,000. In February 2000, the shareholders approved an increase in the number of shares that may be granted under the Option Plan to 1,000,000. Furthermore, in December 2000, the shareholders approved an increase in the number of shares that may be granted under the Option Plan to 1,250,000. The Option Plan terminates in 2006, subject to earlier termination by the Board of Directors. The following summarizes the stock option transactions: Weighted- Average Exercise Number Price of Options Per Share ---------- --------- Outstanding, August 31, 2000 842,173 $ 2.24 Granted 428,000 $ 1.51 Expired/canceled (53,652) $ 2.45 ---------- Outstanding, August 31, 2001 1,216,521 $ 1.97 Granted 64,043 $ 1.05 Expired/canceled (126,086) $ 2.00 ---------- OUTSTANDING, AUGUST 31, 2002 1,154,478 $ 1.91 ========== EXERCISABLE, AUGUST 31, 2002 413,627 $ 2.04 ========== F-18 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED) Stock Option Plan (Continued) ----------------- The weighted-average remaining contractual life of options outstanding issued under the Plan was 7.77 years at August 31, 2002. The exercise prices for the options outstanding at August 31, 2002 ranged from $1.05 to $4.25, and the information relating to these options is as follows:
Weighted- Weighted- Weighted- Average Average Average Remaining Exercise Exercise Stock Stock Contractual Price Price Exercise Options Options Life of Options of Options of Options Price Outstanding Exercisable Outstanding Outstanding Exercisable -------------- ----------- ----------- --------------- ----------- ----------- $ 1.05 - 2.00 747,048 238,983 5 years $ 1.44 $ 1.44 $ 2.01 - 3.00 378,250 151,300 5 years $ 2.66 $ 2.66 $ 3.01 - 4.25 29,180 23,344 5 years $ 4.25 $ 4.25 ---------- ----------- 1,154,478 413,627 ========== ===========
The Company has adopted only the disclosure provisions of SFAS No. 123. It applies APB 25 and related interpretations in accounting for its plans and does not recognize compensation expense for its stock-based compensation plans other than for restricted stock and options issued to outside third parties. If the Company had elected to recognize compensation expense based upon the fair value at the grant date for awards under this plan consistent with the methodology prescribed by SFAS No. 123, the Company's net income (loss) and earnings (loss) per share would be reduced to the pro forma amounts indicated below for the years ended August 31, 2002 and 2001: 2002 2001 ---------- ----------- Net income (loss) As reported $ 484,915 $ (225,600) Pro forma $ 256,364 $ (511,704) Basic earnings (loss) per common share As reported $ 0.14 $ (0.07) Pro forma $ 0.08 $ (0.15) Diluted earnings (loss) per common share As reported $ 0.14 $ (0.07) Pro forma $ 0.07 $ (0.15) F-19 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED) Stock Option Plan (Continued) ----------------- The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended August 31, 2002 and 2001: dividend yields of 0% and 0%, respectively; expected volatility of 92% and 100%, respectively; risk-free interest rates of 4.3% and 5%, respectively; and expected lives of five and five years, respectively. The weighted-average fair value of options granted during the years ended August 31, 2002 and 2001 was $0.76 and $1.18, respectively, and the weighted-average exercise price was $1.05 and $1.51, respectively. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Other Stock Options ------------------- As of August 31, 2002, the Company granted the Board of Directors a total of 6,206 stock options at exercise prices ranging from $1.20 to $5.25. NOTE 8 - INCOME TAXES The components of the income tax provision for the years ended August 31, 2002 and 2001 were as follows: 2002 2001 ----------- ----------- Current Federal $ -- $ -- State 1,600 1,600 ----------- ----------- 1,600 1,600 ----------- ----------- Deferred Federal -- -- State -- -- ----------- ----------- -- -- ----------- ----------- TOTAL $ 1,600 $ 1,600 =========== =========== F-20 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 8 - INCOME TAXES (CONTINUED) A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company's effective income tax rate is as follows for the years ended August 31, 2002 and 2001:
2002 2001 ------------- ------------- Income tax computed at federal statutory tax rate 34.0% (34.0)% State taxes, net of federal benefit 6.1 (5.0) Expired state net operating losses 8.1 -- Change in valuation allowance (48.4) 38.1 Other 0.5 1.6 ------------- ------------- TOTAL 0.3% 0.7% ============= ============= Significant components of the Company's deferred tax assets and liabilities for income taxes for the years ended August 31, 2002 and 2001 consisted of the following: 2002 2001 ------------- ------------- Deferred tax assets Accrued payroll and other expenses $ 207,378 $ 208,221 Accrued warranty and service costs 13,278 19,473 Net operating loss carryforward 1,332,166 1,593,849 Property and equipment 15,739 11,661 ------------- ------------- Total deferred tax assets 1,568,561 1,833,204 Valuation allowance 1,383,547 1,619,000 ------------- ------------- 185,014 214,204 ------------- ------------- Deferred tax liabilities State taxes (56,162) (70,989) Capitalized computer software development costs (128,852) (143,215) ------------- ------------- Total deferred tax liabilities (185,014) (214,204) ------------- ------------- NET DEFERRED TAX ASSETS $ -- $ -- ============= =============
The Company's valuation allowance decreased by $235,453 during the year ended August 31, 2002. At August 31, 2002, the Company had federal and state net operating loss carryforwards of approximately $3,614,000 and $1,171,000, respectively, that expire through 2022. F-21 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 9 - RELATED PARTY TRANSACTIONS As of August 31, 2002, included in accrued bonuses to officers was $27,029, which represented 5% of the Company's net income before bonuses and taxes given to the Company's President as an annual bonus. As of August 31, 2002, included in accrued bonuses to officers was $27,029, which represented 5% of the Company's net income before bonuses and taxes given to the Company's Vice President of Human Resources as an annual bonus. As of August 31, 2002, included in accrued compensation due to officers was $190,583, which represented accrued salary due to the Company's President. The amount due does not accrue interest. As of August 31, 2002, included in accrued compensation due to officers was $8,333, which represented accrued salary due to the Company's Vice President of Human Resources. The amount due does not accrue interest. NOTE 10 - LINES OF BUSINESS For internal reporting purposes, management segregates the Company into two divisions as follows for the years ended August 31, 2002 and 2001:
August 31, 2002 --------------------------------------------------------- Simulations Plus, Inc. Words+, Inc. Eliminations Total ------------ ------------ ------------ ------------ Net sales $ 2,043,178 $ 2,400,664 $ -- $ 4,443,842 Income (loss) from operations $ 675,113 $ (174,999) $ -- $ 500,114 Identifiable assets $ 1,572,422 $ 712,803 $ (699,234) $ 1,585,991 Capital expenditures $ 13,677 $ 21,652 $ -- $ 35,329 Depreciation and amortization $ 27,802 $ 36,356 $ -- $ 64,158 F-22 SIMULATIONS PLUS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2002 - -------------------------------------------------------------------------------- NOTE 10 - LINES OF BUSINESS (CONTINUED) August 31, 2001 --------------------------------------------------------- Simulations Plus, Inc. Words+, Inc. Eliminations Total ------------ ------------ ------------ ------------ Net sales $ 1,180,559 $ 2,734,024 $ -- $ 3,914,583 Income (loss) from operations $ (340,539) $ 138,591 $ -- $ (201,948) Identifiable assets $ 859,371 $ 597,494 $ (199,606) $ 1,257,259 Capital expenditures $ -- $ 30,700 $ -- $ 30,700 Depreciation and amortization $ 47,250 $ 18,050 $ -- $ 65,300
Most corporate expenses, such as legal and accounting expenses and public relations expenses, are included in Simulations Plus, Inc. NOTE 11 - SUBSEQUENT EVENTS On September 1, 2002, the Company entered into an employment agreement with its President/Chief Executive Officer that expires in August 2005. The employment agreement provides for an annual salary of $165,000 and an annual bonus equal to 5% of the Company's net income before taxes, but not to exceed $150,000. The agreement also provides that the Company may terminate the agreement upon 30 days' written notice if termination is without cause. The Company's only obligation would be to pay its President the greater of a) 12 months salary or b) the remainder of the term of the employment agreement from the date of notice of termination. F-23 EX-10.38 3 simulations_10kexh10-38.txt EXHIBIT 10.38 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made as of this 1st day of September, 2002, by and between Simulations Plus, Inc., a California corporation (the "Company") and Walter S. Woltosz, an individual (the "Employee") with reference to the following facts: A. The Company desires to secure the services of the Employee as President and Chief Executive Officer. 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 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 which 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 which would divert his full attention from the duties assigned to him by the Company by this Agreement. 2. Employment and Duties. --------------------- The Company employs the Employee as President and Chief Executive Officer and the Employee hereby accepts such employment (the "Employment"). The Employee agrees that he shall devote his full time, ability, attention, energy, knowledge and skill solely and exclusively to performing all duties as President and Chief Executive Officer of the Company as assigned or delegated to him by the directors and executive officers of the Company. 3. Term. ---- Subject to the provisions of Section 5, the term of this Agreement shall extend until August 31, 2005, commencing on the date hereof. 4. Compensation. ------------ In full and complete consideration for the Employment, 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. BASE SALARY. The Employee shall receive from the Company a base salary of one hundred sixty-five thousand dollars ($165,000.00) per year, payable in equal, monthly installments. From each said salary payment 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. 4.2. SPECIAL INCENTIVE OPPORTUNITY. In addition to, and not in lieu of, the base salary provided for in Section 4.1 above, Employee shall be entitled to receive from Employer a bonus (the "Bonus") not to exceed one hundred fifty thousand dollars ($150,000.00), equal to 5% of the Company's Net Annual Income before taxes. For purposes of this Agreement, the term "Net Annual Income" shall be and mean the amount of Net Income reported by the Company in its Form 10-K (the "Form 10-K") as filed under the Securities Act of 1934, as amended. Payment of the Bonus, if any, shall be made to the Employee within ten (10) days after the Company files its Form 10-K. 4.3. GRANT OF OPTION. If the closing price of the Company's Common Stock averages in excess of two hundred percent (200%) of the price per share of Common Stock in the Company's initial public offering for a period of twenty (20) consecutive days during any fiscal year, then Employee shall be granted an option under the 1996 Stock Option Plan, exercisable for five (5) years, to purchase fifty (50) shares of Common Stock for each one thousand dollars ($1,000) of net income before taxes that the Company earns with respect to such fiscal year (up to a maximum of sixty thousand [60,000] options over the term of this Agreement) at an exercise price equal to the market value per share as of the date of grant. 4.4. BENEFITS. Employer shall provide to Employee at the sole cost to Employer, and Employee shall be entitled to receive from Employer, 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 Employer customarily provides at the time to its other management employees. 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 Company's Board of Directors. Employee shall have the right to reimbursement of customary, ordinary and necessary business expenses 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. 5. Termination of Employment. ------------------------- 5.1. EXPIRATION OF THE TERM OF AGREEMENT. This Agreement shall be automatically terminated upon the expiration of the term of the agreement as described in paragraph 3 of this Agreement. Upon such termination, the Company shall have no further liability to the Employee for any payment, compensation or benefit whatsoever. 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 the Employee's salary and benefits through the date of the Employee's death. 5.3. BY DISABILITY. If, in the sole opinion of the Company's Board of Directors, the Employee shall be prevented from properly performing his or her duties hereunder by reason of any physical or mental incapacity for a period of more than 90 days in the aggregate in any twelve month period, then, to the extent permitted by law, his or her employment with the Company shall terminate. 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 disability. 5.4. FOR CAUSE. The Company reserves the right to terminate this Agreement immediately, at any time, if, in the reasonable opinion of the Company's Board of Directors: the Employee breaches or neglects the duties which he or she is required to perform under the terms of this Agreement; 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; 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 paragraph 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, the Employee shall receive payment of an amount equal to twelve (12) months of the Employee's base salary or the Employee's base salary for the remaining term of this Agreement, whichever is greater. Other than payment of the amount as described in this paragraph, 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 or her under this paragraph 5.5 without regard (i) to 2 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 paragraph shall be limited to the payment of the Employee's compensation through the effective date of termination. 5.7. TERMINATION OF OBLIGATIONS. Upon termination of employment for any reason whatsoever, the Employee shall be deemed to have resigned from all offices and directorships then held with the Company. 6. Restrictions on Use or Disclosure of Confidential Matters, Proprietary ---------------------------------------------------------------------- Information and Trade Secrets. ----------------------------- 6.1. During the term of this Agreement, the Employee may be dealing with trade secrets of the Company, including without limitation, customer lists, client contacts, financial information, inventions and processes, all of a confidential nature that are the Company's property and are used in the course of the Company's business. The Employee will not disclose to anyone, directly or indirectly, any of such trade secrets 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 consultation with the Company, are the exclusive property of the Company. During the term of this Agreement and at any time thereafter, the Employee shall not publish, communicate, divulge, disclose or use any of such 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 customer's affairs and requirements which may constitute the Company's only contact with such customers. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein. Accordingly, Employee agrees that while he is in the Company's employ and for a one (1) year period after the termination of such employment for any reason whatsoever, he will not directly or indirectly: (a) attempt in any manner to solicit from any customer (except on behalf of the Company) 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 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. This entire Section 6 shall survive termination of this Agreement. 3 7. Company 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 the engagement under this Agreement and which pertain to any aspect of the business of the Company, or its 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 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 of this Agreement, the Employee shall devote his entire productive time, ability and attention to the business of the Company. During the term of this Agreement, 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, without the prior written consent of the Company, which consent may be withheld by the Company in its 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 which 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 its sole and absolute discretion. 12. ARBITRATION. Except as otherwise provided herein in Section 15.11, any controversy between the Company and Employee in connection with this Agreement, including, without limitation, any dispute or claim arising from the voluntary or involuntary termination hereof, shall be settled by final and binding arbitration in Los Angeles, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgement of such award may be entered in a court of competent jurisdiction. Employee and the Company shall each pay the fees of his or its own attorneys, the expenses of his or its witnesses and all other fees and expenses connected with presenting his or its case at arbitration. All other costs of the arbitration, including, without limitation, the costs of any record or transcript of the arbitration proceedings, administrative fees, the fee for the arbitrator and all other fees and costs shall be borne equally by the Company and Employee. 13. COMPANY BYLAWS, DIRECTIONS, POLICIES, PRACTICES, RULES, REGULATIONS AND PROCEDURES 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 of employment, 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 4 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 Employee harmless from any and all claims, demands, judgments, liens, subrogation or costs incurred by Employee with respect to any shareholder derivative action or other claims or suits against the Company and/or its Board of Directors by individuals, firms or entities not a party to this Agreement to the maximum extent permitted under California law. General. - ------- 15.1. FUR 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, at the time that the telegraphic agency confirms to the sender deliver thereof to the addressee if served telegraphically, 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. 1220 West Avenue J Lancaster, CA 93534-2902 (661) 723-7723 Telephone (661) 723-5524 Facsimile Attention: Corporate Secretary and any notice or demand to the Employee shall be given to: Mr. Walter S. Woltosz 1220 West Avenue J Lancaster, CA 93534-2902 (661) 723-7723 Telephone (661) 723-5524 Facsimile 5 Any party may, by virtue of a written notice in compliance with this paragraph, 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. 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. PLACE OF LITIGATION. Any litigation between the parties shall occur in the County of Los Angeles, California. 15.11. INJUNCTIVE RELIEF. Since a breach of the provisions of Sections 6, 7, 8 and 10 of this Agreement cannot adequately be compensated by monetary damages, the Company shall be entitled, in addition to any other right and remedy set forth in this Agreement or available to it at law, in equity or otherwise, to seek and obtain from any court of competent jurisdiction immediate temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, without the posting of any bond or other security therefor, against the Employee and against each and every other person, firm company, joint venture, and/or other entity concerned with and/or acting in concert with the Employee. Any such requirement of bond or other security is hereby expressly waived by the Employee, and the Employee expressly acknowledges that in the absence of such waiver, a bond or other security may be required by the court. The Employee hereby consents to the issuance of such injunction and expressly and knowingly waives any claim or defense that any adequate remedy at law might exist for any such breach or threatened breach. The Employee agrees that the provisions of Sections 6, 7, 8 and 10 of this Agreement are necessary and reasonable to protect the Company in the conduct of the business of the Company. 15.12. COUNTERPARTS. This Agreement may be executed in counterparts which, taken together, shall constitute the whole of the agreement between the parties. IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year first above written. 6 "Company" SIMULATIONS PLUS, INC., a California co, corporation By: _______________________ Title: Date: "Employee" WALTER S. WOLTOSZ By: _________________________ Walter S. Woltosz Date:________________________ Compensation Committee: By: _________________________ Dr. David Z. D'Argenio Date: _______________________ By: _________________________ Dr. Richard R. Weiss Date: _______________________ 7 EX-99.1 4 simulations_10kexh99-1.txt EXHIBIT 99.1 Regulation FD Disclosure On November 14, 2002, Simulations Plus, Inc. (the "Company" "we," us" or "our") filed our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2002 (the "Report") with the Securities and Exchange Commission (the "Commission"). In connection with the filing of the Report, we have furnished the certifications set forth below to the Commission, to accompany the Report, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Walter S. Woltosz, Chief Executive Officer of Simulations Plus, Inc. (the "Company"), do hereby certify, in accordance with 18 U.S.C. Section 1350, as created pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-KSB of the Company for the fiscal year ended August 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Simulations Plus, Inc. Dated: November 14, 2002 By: /s/ Walt Woltosz ---------------------------- Walter S. Woltosz Chief Executive Officer The foregoing certification is being furnished herewith solely to accompany the Report, pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether filed prior to or after the furnishing of the foregoing certification, regardless of any general or specific incorporation language in any such filing. EX-99.2 5 simulations_10kexh99-2.txt EXHIBIT 99.2 Regulation FD Disclosure On November 14, 2002, Simulations Plus, Inc. (the "Company" "we," us" or "our") filed our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2002 (the "Report") with the Securities and Exchange Commission (the "Commission"). In connection with the filing of the Report, we have furnished the certifications set forth below to the Commission, to accompany the Report, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Momoko A. Beran, Chief Financial Officer of Simulations Plus, Inc. (the "Company"), do hereby certify in accordance with 18 U.S.C. Section 350, as created pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-KSB of the Company for the fiscal year ended August 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Simulations Plus, Inc. Dated: November 14, 2002 By: /s/ Momoko Beran ------------------------ Momoko A. Beran Chief Financial Officer The foregoing certification is being furnished herewith solely to accompany the Report, pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether filed prior to or after the furnishing of the foregoing certification, regardless of any general or specific incorporation language in any such filing. -----END PRIVACY-ENHANCED MESSAGE-----