UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 14, 2019
Commission file number: 0-22773
NETSOL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA | 95-4627685 | |
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer NO.) |
23975 Park Sorrento, Suite 250
Calabasas, CA 91302
(Address of principal executive offices) (Zip Code)
(818) 222-9195 / (818) 222-9197
(Issuer’s telephone/facsimile numbers, including area code)
Item 2.02 Results of Operations and Financial Condition.
On May 14, 2019, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the quarter ended March 31, 2019. The press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document field under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Exhibits
99.1 News Release dated May 14, 2019
2 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NETSOL TECHNOLOGIES, INC. | |
Date: May 14, 2019 | /s/ Najeeb Ghauri |
NAJEEB GHAURI | |
Chief Executive Officer |
Date: May 14, 2019 | /s/ Roger Almond |
ROGER ALMOND | |
Chief Financial Officer |
3 |
EXHIBIT 99.1
NETSOL Technologies Reports Fiscal Third Quarter 2019 Financial Results
Sixth Consecutive Quarter of Profitability and Continued Topline Growth Driven by Core Business Strength, Successful Milestone Implementation In China for Previously Announced 12-Country, $110 Million Contract
CALABASAS, Calif., May 14, 2019 – NETSOL Technologies, Inc. (NASDAQ: NTWK), a global business services and enterprise application solutions provider, reported results for the fiscal third quarter ended March 31, 2019.
Third Quarter and Recent Operational Highlights
● | Updates related to previously announced 12-country, $110 million contract with German auto manufacturing giant. |
o | Successfully implemented the full suite of NFS Ascent™ modules in China. | |
o | Successfully implemented NFS Ascent Wholesale Finance System in Japan. | |
o | Made continued progress with respect to additional NFS Ascent implementations in Singapore, Malaysia, Hong Kong, India and Thailand. |
● | Made significant strides in the ongoing implementation process for the deployment of NFS Ascent Retail and Wholesale platforms with European tier-one global auto captive in China related to the $30 million contract signed in September 2018. | |
● | Continued implementation of NFS Ascent Retail platform at captive auto leasing company of a major US based auto manufacturer in China. | |
● | Officially launched OTOZ Mobility Innovation Lab, which has been designed to enhance reach of NETSOL Ascent platform into car-sharing opportunities with new and existing auto captive finance customers. | |
● | Announced strategic investment and partnership with Drivemate, the top car-sharing, peer-to-peer car rental service in Thailand, to implement new technology in exchange for future minority interest in the company, providing for a low-risk testing environment for OTOZ with a built-in customer. | |
● | Continued to build out capabilities in intelligent technologies such as artificial intelligence, machine learning, blockchain, IoT and cloud native architectures to help future proof core business and innovate around new opportunities, specifically car sharing and peer-to-peer sharing as well as subscription and data driven business models. |
Fiscal Third Quarter 2019 Financial Results
Total net revenues for the third quarter of fiscal 2019 were $17.1 million, compared with $17.0 million in the prior year period. The increase in total net revenues was primarily due to an increase in total services revenues of $256,000, which was offset by a decrease in total license fees of $113,000 and total maintenances fees of $61,000.
● | Total license fees were $2.5 million, compared with $2.6 million in the prior year period. | |
● | Total maintenance fees were $3.7 million, compared with $3.8 million in the prior year period. | |
● | Total services revenues were $10.9 million, compared with $10.6 million in the prior year period. |
Gross profit for the third quarter of fiscal 2019 was $8.6 million (or 50.0% of total net revenues), compared to $9.2 million (or 53.9% of total net revenues) in the third quarter of fiscal 2018. The decrease in gross profit as a percentage of net revenues was due to an increase in the cost of revenues of 719,000. The increase in cost of revenue was predominantly driven by increases in travel and other expenses associated with increased implementation needs for the significant new wins recorded in previous quarters, which are expected to be invoiced to clients and subsequently reimbursed. The increase in cost of revenues was offset by decreases in salaries and consultants’ costs, decreases in depreciation and amortization costs as well as an increase in total net revenues of $83,000.
Operating expenses for the third quarter of fiscal 2019 increased to $6.5 million (or 37.7% of total net revenues) from $6.4 million (or 37.8% of total net revenues) for the third quarter of fiscal 2018. The increase in operating expenses was primarily due to increases in research and development expenses and depreciation which were offset by decreases in selling and marketing expenses, salaries and wages, professional services, and general and administrative expenses.
Net income attributable to NETSOL for the third quarter of fiscal 2019 totaled $1.3 million or $0.11 per diluted share, a decrease from net income of $2.9 million or $0.26 per diluted share in the third quarter of fiscal 2018. The decrease in net income was primarily due to a decrease in foreign currency exchange transactions to $47,000 in the third quarter of fiscal 2019 compared to $2.6 million for the third quarter of fiscal 2018.
Non-GAAP adjusted EBITDA for the third quarter of fiscal 2019 totaled $2.2 million or $0.19 per diluted share, compared to $4.3 million or $0.39 per diluted share in the third quarter of fiscal 2018 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).
At March 31, 2019, cash and cash equivalents were $17.0 million, an increase from $12.7 million at the end of the prior year quarter.
Management Commentary
“In the fiscal third quarter, we continued to execute in all areas of our core business, enabling us to achieve certain major operational milestones that positively impacted our financial and operational performance,” said company Co-Founder, Chairman and Chief Executive Officer Najeeb Ghauri. “More specifically, our successful ‘Go Live’ in China this past March represented the greatest single deployment of our Ascent platform in the largest leasing market in the Asia Pacific region. We’ve now generated profitable results from operations for six consecutive quarters and have continued to sequentially improve our topline throughout the course of the fiscal 2019. In the near term, we remain on track to achieve our previously stated goal of double-digit revenue growth for the year. Going forward, we’re continuing to position ourselves effectively for the long term through new initiatives like our recently launched OTOZ Mobility Innovation Lab, which will allow us to expand reach of our existing platform into new growth opportunities.”
Sales Outlook
“We are continuing to generate a healthy mix of business opportunities, through both implementation execution and up-selling to our current client base as well as by expanding on our already-robust international pipeline,” added President and Head of Sales Naeem Ghauri. “NFS Ascent continues to be the main growth driver for our core operations, and we’re seeing great interest in upgrades from existing clients as well as RFPs from potential new clients.
“With the recent launch of our OTOZ Innovation Lab, there has been an incredibly strong response from the market, particularly around the platform’s capabilities in blockchain and artificial intelligence. As mobility becomes redefined, our industry is entering a period of significant evolution and also disruption. New, emerging models for car and ride sharing, where these technologies of the future should play a central role, will help define the leading solutions going forward. With Ascent and OTOZ together, NETSOL has established two major platforms that have the ability to address and leverage these new models for many years to come.”
Conference Call
NETSOL Technologies management will hold a conference call today (May 14, 2019) at 11:00 a.m. Eastern time (8:00 a.m. Pacific time) to discuss these financial results. A question and answer session will follow management’s presentation.
U.S. dial-in: 1-877-407-0789
International dial-in: 1-201-689-8562
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.
The conference call will be broadcasted live and available for replay here and via the Investor Relations section of NETSOL’s website.
A replay of the conference call will be available after 2:00 p.m. Eastern time on the same day through May 28, 2019.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13689882
About NETSOL Technologies
NETSOL Technologies, Inc. (NASDAQ: NTWK) is a worldwide provider of IT and enterprise software solutions primarily serving the global Leasing and Finance industry. The company’s suite of applications is backed by 40 years of domain expertise and supported by a committed team of approximately 1,350 professionals placed in eight strategically located support and delivery centers throughout the world. NFS, LeasePak, LeaseSoft or NFS Ascent – help companies transform their Finance and Leasing operations, providing a fully automated asset-based finance solution covering the complete leasing and finance lifecycle.
Forward-Looking Statements
Certain statements in this press release are forward-looking in nature, including, but not limited to, expected net revenue and the demand for and sales lifecycle of NFS Ascent, and accordingly, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words “expects,” “anticipates,” variations of such words, and similar expressions, identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Factors that could affect the Company’s actual results include the progress and costs of the development of products and services and the timing of the market acceptance. The subject Companies expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based.
Use of Non-GAAP Financial Measures
The reconciliation of Adjusted EBITDA to net income, the most comparable financial measure based upon GAAP, as well as a further explanation of adjusted EBITDA, is included in the financial tables in Schedule 4 of this press release.
Investor Relations Contact:
Matt Glover and Tom Colton
Gateway Investor Relations
949-574-3860
investors@netsoltech.com
NETSOL Technologies, Inc. and Subsidiaries
Schedule 1: Consolidated Balance Sheets
As of March 31, 2019 | As of June 30, 2018 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 17,014,590 | $ | 22,088,853 | ||||
Accounts receivable, net of allowance of $373,329 and $610,061 | 15,971,676 | 12,775,461 | ||||||
Accounts receivable, net - related party | 3,012,133 | 3,374,272 | ||||||
Revenues in excess of billings | 13,381,205 | 14,285,778 | ||||||
Revenues in excess of billings - related party | 61,822 | - | ||||||
Convertible note receivable - related party | 3,250,000 | 2,123,500 | ||||||
Other current assets | 3,593,057 | 2,703,032 | ||||||
Total current assets | 56,284,483 | 57,350,896 | ||||||
Revenues in excess of billings, net - long term | - | 1,206,669 | ||||||
Property and equipment, net | 14,374,262 | 16,165,491 | ||||||
Long term investment | 2,501,299 | 3,217,162 | ||||||
Other assets | 23,994 | 70,299 | ||||||
Intangible assets, net | 9,042,726 | 12,247,196 | ||||||
Goodwill | 9,516,568 | 9,516,568 | ||||||
Total assets | $ | 91,743,332 | $ | 99,774,281 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 6,881,435 | $ | 7,873,809 | ||||
Current portion of loans and obligations under capitalized leases | 8,111,332 | 8,595,919 | ||||||
Unearned revenues | 6,241,741 | 5,949,581 | ||||||
Common stock to be issued | 88,324 | 88,324 | ||||||
Total current liabilities | 21,322,832 | 22,507,633 | ||||||
Loans and obligations under capitalized leases; less current maturities | 716,563 | 330,596 | ||||||
Total liabilities | 22,039,395 | 22,838,229 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $.01 par value; 500,000 shares authorized; | - | - | ||||||
Common stock, $.01 par value; 14,500,000 shares authorized; 11,879,056 shares issued and 11,673,203 outstanding as of March 31, 2019 and 11,708,469 shares issued and 11,502,616 outstanding as of June 30, 2018 | 118,791 | 117,085 | ||||||
Additional paid-in-capital | 127,551,606 | 126,479,147 | ||||||
Treasury stock (At cost, 205,853 shares and 205,853 shares as of March 31, 2019 and June 30, 2018, respectively) | (1,205,024 | ) | (1,205,024 | ) | ||||
Accumulated deficit | (38,704,519 | ) | (37,994,502 | ) | ||||
Stock subscription receivable | (221,000 | ) | (221,000 | ) | ||||
Other comprehensive loss | (28,474,832 | ) | (24,386,071 | ) | ||||
Total NetSol stockholders’ equity | 59,065,022 | 62,789,635 | ||||||
Non-controlling interest | 10,638,915 | 14,146,417 | ||||||
Total stockholders’ equity | 69,703,937 | 76,936,052 | ||||||
Total liabilities and stockholders’ equity | $ | 91,743,332 | $ | 99,774,281 |
NETSOL Technologies, Inc. and Subsidiaries
Schedule 2: Consolidated Statement of Operations
For the Three Months | For the Nine Months | |||||||||||||||
Ended March 31, | Ended March 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net Revenues: | ||||||||||||||||
License fees | $ | 2,536,320 | $ | 2,648,870 | $ | 13,310,002 | $ | 3,210,868 | ||||||||
Maintenance fees | 3,562,412 | 3,659,998 | 10,735,432 | 10,702,171 | ||||||||||||
Services | 10,519,219 | 9,345,210 | 25,175,187 | 25,450,138 | ||||||||||||
License fees - related party | - | - | - | 261,513 | ||||||||||||
Maintenance fees - related party | 142,344 | 105,325 | 370,723 | 309,539 | ||||||||||||
Services - related party | 366,760 | 1,284,417 | 934,883 | 4,374,802 | ||||||||||||
Total net revenues | 17,127,055 | 17,043,820 | 50,526,227 | 44,309,031 | ||||||||||||
Cost of revenues: | ||||||||||||||||
Salaries and consultants | 4,833,611 | 5,418,067 | 14,351,227 | 16,244,319 | ||||||||||||
Travel | 1,793,964 | 425,060 | 4,652,143 | 1,226,073 | ||||||||||||
Depreciation and amortization | 874,654 | 1,127,077 | 2,692,306 | 3,468,293 | ||||||||||||
Other | 1,067,506 | 880,897 | 3,176,602 | 2,677,465 | ||||||||||||
Total cost of revenues | 8,569,735 | 7,851,101 | 24,872,278 | 23,616,150 | ||||||||||||
Gross profit | 8,557,320 | 9,192,719 | 25,653,949 | 20,692,881 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling and marketing | 1,864,990 | 1,962,402 | 5,614,619 | 5,605,838 | ||||||||||||
Depreciation and amortization | 252,442 | 231,308 | 658,453 | 699,966 | ||||||||||||
General and administrative | 3,833,209 | 4,048,271 | 12,241,988 | 11,862,535 | ||||||||||||
Research and development cost | 513,770 | 197,643 | 1,256,577 | 572,619 | ||||||||||||
Total operating expenses | 6,464,411 | 6,439,624 | 19,771,637 | 18,740,958 | ||||||||||||
Income (loss) from operations | 2,092,909 | 2,753,095 | 5,882,312 | 1,951,923 | ||||||||||||
Other income and (expenses) | ||||||||||||||||
Gain (loss) on sale of assets | 16,380 | 40,537 | 65,170 | 24,468 | ||||||||||||
Interest expense | (70,447 | ) | (102,522 | ) | (233,685 | ) | (330,268 | ) | ||||||||
Interest income | 201,084 | 142,356 | 680,469 | 394,837 | ||||||||||||
Gain on foreign currency exchange transactions | 47,218 | 2,550,394 | 2,594,885 | 5,304,723 | ||||||||||||
Share of net loss from equity investment | (245,389 | ) | (263,678 | ) | (843,373 | ) | (534,576 | ) | ||||||||
Other income | 3,116 | 314 | 12,998 | 15,924 | ||||||||||||
Total other income (expenses) | (48,038 | ) | 2,367,401 | 2,276,464 | 4,875,108 | |||||||||||
Net income before income taxes | 2,044,871 | 5,120,496 | 8,158,776 | 6,827,031 | ||||||||||||
Income tax provision | (275,476 | ) | (261,182 | ) | (777,262 | ) | (486,980 | ) | ||||||||
Net income | 1,769,395 | 4,859,314 | 7,381,514 | 6,340,051 | ||||||||||||
Non-controlling interest | (501,835 | ) | (1,994,869 | ) | (2,295,736 | ) | (3,210,683 | ) | ||||||||
Net income attributable to NetSol | $ | 1,267,560 | $ | 2,864,445 | $ | 5,085,778 | $ | 3,129,368 | ||||||||
Net income (loss) per share: | ||||||||||||||||
Net income (loss) per common share | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.26 | $ | 0.44 | $ | 0.28 | ||||||||
Diluted | $ | 0.11 | $ | 0.25 | $ | 0.44 | $ | 0.28 | ||||||||
Weighted average number of shares outstanding | ||||||||||||||||
Basic | 11,656,098 | 11,190,048 | 11,580,066 | 11,118,529 | ||||||||||||
Diluted | 11,691,342 | 11,268,842 | 11,615,310 | 11,152,365 |
NETSOL Technologies, Inc. and Subsidiaries
Schedule 3: Consolidated Statement of Cash Flows
For the Nine Months | ||||||||
Ended March 31, | ||||||||
2019 | 2018 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 7,381,514 | $ | 6,340,051 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 3,350,759 | 4,168,259 | ||||||
Share of net loss from investment under equity method | 843,373 | 534,576 | ||||||
Gain on sale of assets | (65,170 | ) | (24,468 | ) | ||||
Stock based compensation | 980,682 | 1,281,763 | ||||||
Fair market value of stock options | 43,612 | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (4,249,540 | ) | (17,848,921 | ) | ||||
Accounts receivable - related party | (461,435 | ) | (2,634,063 | ) | ||||
Revenues in excess of billing | (6,862,451 | ) | 5,904,161 | |||||
Revenues in excess of billing - related party | (97,359 | ) | (85,743 | ) | ||||
Other current assets | (1,189,909 | ) | (796,126 | ) | ||||
Accounts payable and accrued expenses | (540,615 | ) | 1,139,509 | |||||
Unearned revenue | 611,157 | 4,273,007 | ||||||
Net cash provided by (used in) operating activities | (255,382 | ) | 2,252,005 | |||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (2,590,302 | ) | (1,107,732 | ) | ||||
Sales of property and equipment | 1,005,214 | 348,762 | ||||||
Convertible note receivable - related party | (1,126,500 | ) | (550,000 | ) | ||||
Investment in WRLD3D | - | (50,000 | ) | |||||
Purchase of subsidiary shares from open market | - | (33,987 | ) | |||||
Net cash used in investing activities | (2,711,588 | ) | (1,392,957 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from the exercise of stock options and warrants | 85,000 | 215,311 | ||||||
Proceeds from exercise of subsidiary options | 2,650 | 10,349 | ||||||
Restricted cash | - | 90,000 | ||||||
Purchase of treasury stock | - | (750,714 | ) | |||||
Dividend paid by subsidiary to non-controlling interest | (566,465 | ) | (417,853 | ) | ||||
Proceeds from bank loans | 1,337,092 | 696,936 | ||||||
Payments on capital lease obligations and loans - net | (298,610 | ) | (961,901 | ) | ||||
Net cash provided by (used in) financing activities | 559,667 | (1,117,872 | ) | |||||
Effect of exchange rate changes | (2,666,960 | ) | (1,202,147 | ) | ||||
Net decrease in cash and cash equivalents | (5,074,263 | ) | (1,460,971 | ) | ||||
Cash and cash equivalents at beginning of the period | 22,088,853 | 14,172,954 | ||||||
Cash and cash equivalents at end of period | $ | 17,014,590 | $ | 12,711,983 |
NETSOL Technologies, Inc. and Subsidiaries
Schedule 4: Reconciliation to GAAP
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |||||||||||||
Net Income (loss) before preferred dividend, per GAAP | $ | 1,267,560 | $ | 2,864,445 | $ | 5,085,778 | $ | 3,129,368 | ||||||||
Non-controlling interest | 501,835 | 1,994,869 | 2,295,736 | 3,210,683 | ||||||||||||
Income taxes | 275,476 | 261,182 | 777,262 | 486,980 | ||||||||||||
Depreciation and amortization | 1,127,096 | 1,358,385 | 3,350,759 | 4,168,259 | ||||||||||||
Interest expense | 70,447 | 102,522 | 233,685 | 330,268 | ||||||||||||
Interest (income) | (201,084 | ) | (142,356 | ) | (680,469 | ) | (394,837 | ) | ||||||||
EBITDA | $ | 3,041,330 | $ | 6,439,047 | $ | 11,062,751 | $ | 10,930,721 | ||||||||
Add back: | ||||||||||||||||
Non-cash stock-based compensation | 154,551 | 448,233- | 1,024,294 | 1,281,763 | ||||||||||||
Adjusted EBITDA, gross | $ | 3,195,881 | $ | 6,887,280 | $ | 12,087,045 | $ | 12,212,484 | ||||||||
Less non-controlling interest (a) | (959,955 | ) | (2,540,702 | ) | (3,600,485 | ) | (4,804,869 | ) | ||||||||
Adjusted EBITDA, net | $ | 2,235,926 | $ | 4,346,578 | $ | 8,486,560 | $ | 7,407,615 | ||||||||
Weighted Average number of shares outstanding | ||||||||||||||||
Basic | 11,656,098 | 11,190,048 | 11,580,066 | 11,118,529 | ||||||||||||
Diluted | 11,691,342 | 11,268,842 | 11,615,310 | 11,152,365 | ||||||||||||
Basic adjusted EBITDA | $ | 0.19 | $ | 0.39 | $ | 0.73 | $ | 0.67 | ||||||||
Diluted adjusted EBITDA | $ | 0.19 | $ | 0.39 | $ | 0.73 | $ | 0.66 | ||||||||
(a) The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows | ||||||||||||||||
Net Income attributable to non-controlling interest | $ | 501,835 | $ | 1,994,869 | $ | 2,295,736 | $ | 3,210,683 | ||||||||
Income Taxes | 109,957 | 65,798 | 251,321 | 106,221 | ||||||||||||
Depreciation and amortization | 360,071 | 449,828 | 1,064,203 | 1,382,148 | ||||||||||||
Interest expense | 22,173 | 31,865 | 75,082 | 105,400 | ||||||||||||
Interest (income) | (43,905 | ) | (43,702 | ) | (165,020 | ) | (125,777 | ) | ||||||||
EBITDA | $ | 950,131 | $ | 2,498,658 | $ | 3,521,322 | $ | 4,678,675 | ||||||||
Add back: | ||||||||||||||||
Non-cash stock-based compensation | 9,824 | 42,044 | 79,163 | 126,194 | ||||||||||||
Adjusted EBITDA of non-controlling interest | $ | 959,955 | $ | 2,540,702 | $ | 3,600,485 | $ | 4,804,869 |