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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
August 19, 2024
Research
Solutions, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other Jurisdiction of Incorporation)
1-39256 |
|
11-3797644 |
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
N/A
(Address of Principal Executive
Offices and zip code)
(310)
477-0354
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each Class |
Trading Symbol(s) |
Name of each Exchange on which registered |
Common
stock, $0.001 par value |
RSSS |
The
Nasdaq
Capital Market |
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
On August 19, 2024, the Registrant
announced preliminary results for its fourth quarter and fiscal year ended June 30, 2024. A copy of the press release is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item
2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as
expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
RESEARCH SOLUTIONS, INC. |
|
|
Date: August 19, 2024 |
By: |
/s/ William Nurthen |
|
|
William Nurthen |
|
|
Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Research Solutions Reports Preliminary Fourth
Quarter and Fiscal Year 2024 Results
Expects Record Revenue and Income from Operations,
Continued Strong Cash Flow
HENDERSON, Nev., August 19, 2024 —
Research Solutions, Inc. (NASDAQ: RSSS), a trusted partner providing cloud-based workflow solutions
to accelerate research for R&D-driven organizations, announced selected preliminary financial results for its fiscal fourth quarter
and fiscal year ended June 30, 2024.
Based on preliminary unaudited information, Research
Solutions expects the following results for its fiscal fourth quarter 2024:
| · | Total revenue to increase 22% to approximately
$12.1 million |
| · | Platform revenue to be up 86% to approximately
$4.3 million; Annual recurring revenue ("ARR") to increase approximately 85% to $17.4 million |
| · | Positive income from operations of approximately
$0.7M. The Company expects to incur a GAAP net loss in the quarter primarily due to a charge of approximately $4.3M related to increasing
its projected earn-out assumptions with respect to the Scite acquisition. |
| · | Adjusted EBITDA of approximately $1.4 million,
a 70% increase from the prior-year quarter |
| · | Cash flow from operations near $2.0 million and
ending cash balance above $6 million |
The Company also expects the following results
for the full year Fiscal 2024:
| · | Total revenue to increase 18% to approximately
$44.6 million |
| · | Platform revenue to be up 61% to approximately
$14 million |
| · | GAAP net loss of approximately $3.8 million;
Adjusted EBITDA to increase 11% to approximately $2.2 million |
| · | Cash flow from operations in excess of $3.5 million |
"Our preliminary fourth quarter and fiscal
year 2024 results reflect the strong momentum in our business, particularly within our Platforms segment. In addition, the continued growth
in Platform revenue is improving our overall gross margin, Adjusted EBITDA and cash flow," said Roy W. Olivier, President and
CEO of Research Solutions. "The early success of Scite has contributed to this performance as ARR growth for this product has exceeded
our initial expectations. For this reason, we increased our earn-out assumptions for the acquisition, as we continue to expect strong
performance as we move into our fiscal year 2025."
Research Solutions expects to report its full
fiscal fourth quarter 2024 results on September 19, 2024. Information on the conference call details will be provided in a separate
press release.
Annual Recurring Revenue
The company defines annual recurring revenue (“ARR”) as
the value of contracted Platform subscription recurring revenue normalized to a one-year period. For B2C ARR, this includes the annualized
value of monthly subscriptions, meaning their monthly value multiplied by twelve.
Use of Non-GAAP Measure – Adjusted EBITDA
Research Solutions’ management evaluates and makes operating
decisions using various financial metrics. In addition to the company’s GAAP results, management also considers the non-GAAP measure
of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information about the company’s operating results.
Adjusted EBITDA is defined as net income (loss), plus interest expense,
other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation,
gain on sale of discontinued operations, and other potential adjustments that may arise.
About Research Solutions
Research Solutions, Inc. (NASDAQ: RSSS) provides
cloud-based technologies to streamline the process of obtaining, managing, and creating intellectual property. Founded in 2006 as Reprints
Desk, the company was a pioneer in developing solutions to serve researchers. Today, more than 70 percent of the top pharmaceutical companies,
prestigious universities, and emerging businesses rely on Article Galaxy, the company's SaaS research platform, to streamline access to
the latest scientific research and data with 24/7 customer support. For more information and details, please visit www.researchsolutions.com
Important Cautions Regarding Forward-Looking Statements
Certain statements in this press release may contain "forward-looking
statements" regarding future events and our future results. All statements other than statements of historical facts are statements
that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections
about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates,"
"targets," "goals," "projects", "intends," "plans," "believes," "seeks,"
"estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions
are intended to identify such forward-looking statements. Readers are cautioned that these forward-looking statements are subject to a
number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ
materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those factors described
in the Company's most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form
10-Q, or other reports filed with the Securities and Exchange Commission. Examples of forward-looking statements in this release include
statements regarding our expected results for our fiscal fourth quarter and fiscal year ended June 30, 2024, earnout assumptions related
to acquisitions and the Company’s expected operational performance. The preliminary financial and operating results presented herein
are an estimate and subject to the completion of the Company’s financial closing and other procedures and finalization of the Company’s
consolidated financial statements for its year ended June 30, 2024, including the completion of the audit of the Company’s financial
statements. Accordingly, actual financial and operating results that will be reflected in the Company’s Annual Report on Form 10-K
for the year ended June 30, 2024, including its audited financial statements, when they are completed and publicly disclosed may differ
from these preliminary results. In addition, any statements regarding the Company’s estimated financial performance for the fourth
fiscal quarter 2024 do not present all information necessary for an understanding of the Company’s financial condition and results
of operations as of and for the quarterly period ended June 30, 2024. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances
reflected in the forward-looking statements will occur. Readers are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements. For more information, please refer to the Company's filings with the Securities
and Exchange Commission.
Contact
Steven Hooser or John Beisler
Three Part Advisors
(214) 872-2710
shooser@threepa.com;
jbeisler@threepa.com
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