NTWK NetSol Technologies Inc

 

 

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 20, 2024

 

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		(I.R.S. Employer NO.)
Incorporation or Organization)

 

16000 Ventura Blvd. Suite 770

Encino, CA 91436

(Address of principal executive offices) (Zip Code)

 

(818) 222-9195 / (818) 222-9197

(Issuer’s telephone/facsimile numbers, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	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, $.01 par value per share		NTWK		NASDAQ

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 20, 2024, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the quarter ended March 31, 2024. 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 20, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 20, 2024		/s/ Najeeb Ghauri
			NAJEEB GHAURI
			Chief Executive Officer

 

Date:	May 20, 2024		/s/ Roger Almond
			ROGER ALMOND
			Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

NETSOL Technologies Reports 14% Revenue Growth and EPS of $0.03 in Fiscal Third Quarter 2024

 

	●	14% increase in Total Revenues to $15.5 million in 3Q ‘24
	●	60% increase in 3Q ‘24 Services Revenues to $7.8 million compared to 3Q ‘23
	●	3Q ‘24 Gross Margins of 48% increased from 35% in 3Q ‘23
	●	Third consecutive quarter of profitability
	●	On pace to meet target revenue range of $60 - $61 million for FY ‘24
	●	Targeting FY ‘24 Subscription and Support Revenue of $28 million
	●	Establish AI integration as major company wide initiative

 

Encino, Calif., May 20, 2024 – NETSOL Technologies, Inc. (Nasdaq: NTWK), a global business services and asset finance solutions provider, reported results for the third quarter and nine months of fiscal 2024 ended March 31, 2024.

 

Najeeb Ghauri, Co-Founder and Chief Executive Officer of NETSOL Technologies, commented, “The third quarter of 2024 was another very strong quarter for our business highlighted by revenue growth and our third straight quarter of profitability. We demonstrated NETSOL’s ability to deliver profitable results without the recognition of significant license fees, showcasing the enhanced strength and reliability of our model as we continue to win new customers on a global scale.”

 

 

 

Fiscal Third Quarter 2024 Financial Results

 

Total net revenues for the third quarter of fiscal 2024 increased 14% to $15.5 million, compared with $13.5 million in the prior year period. On a constant currency basis, total net revenues were $15.6 million.

 

	●	License fees were $558,000 compared with $2.0 million in the prior year period. License fees on a constant currency basis were $577,000.
	●	Total subscription (SaaS and Cloud) and support revenues were $7.1 million compared with $6.7 million in the prior year period. Total subscription and support revenues on a constant currency basis were $7.2 million.
	●	Total services revenues were $7.8 million, compared with $4.9 million in the prior year period. Total services revenues on a constant currency basis were $7.8 million.

 

 

Gross profit for the third quarter of fiscal 2024 was $7.5 million or 48% of net revenues, compared to $4.7 million or 35% of net revenues in the third quarter of fiscal 2023. On a constant currency basis, gross profit for the third quarter of fiscal 2024 was $7.2 million or 46% of net revenues as measured on a constant currency basis.

 

Operating expenses for the third quarter of fiscal 2024 were $6.2 million or 40% of sales compared to $5.6 million or 42% of sales for the third quarter of fiscal 2023. On a constant currency basis, operating expenses for the third quarter of fiscal 2024 increased to $6.3 million or 41% of sales on a constant currency basis.

 

GAAP net income attributable to NETSOL for the third quarter of fiscal 2024 totaled $328,000 or $0.03 per diluted share, compared with a GAAP net income of $2.5 million or $0.23 per diluted share in the third quarter of fiscal 2023. Included in GAAP net income attributable to NETSOL was a loss of $(964,000) on foreign currency exchange transactions in the third quarter of fiscal 2024, compared to a gain of $5.4 million in the prior year period. As most contracts are either in U.S. dollars or Euros, currency fluctuations will yield foreign currency exchange gains or losses depending on the value of other currencies compared to the U.S. dollar and the Euro. On a constant currency basis, GAAP net loss attributable to NETSOL for the third quarter of fiscal 2024 totaled $(35,000) or $(0.003) per diluted share.

 

Non-GAAP adjusted EBITDA for the third quarter of fiscal 2024 was $810,000 or $0.07 per diluted share, compared with non-GAAP adjusted EBITDA of $3.3 million or $0.29 per diluted share in the third quarter of fiscal 2023 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).

 

Nine Months Ended March 31, 2024 Financial Results

 

Total net revenues for the nine months ended March 31, 2024, were $44.9 million, compared to $38.6 million in the prior year period. On a constant currency basis, total net revenues were $45.2 million.

 

	●	License fees were $4.8 million compared with $2.2 million in the prior year period. License fees on a constant currency basis were $4.9 million.
	●	Total subscription (SaaS and Cloud) and support revenues for the nine months ended March 31, 2024, were $20.5 million compared with $19.2 million in the prior year period. Total subscription and support revenues on a constant currency basis were $20.5 million.
	●	Total services revenues were $19.6 million compared with $17.2 million in the prior year period. Total services revenues on a constant currency basis were $19.8 million.

 

Gross profit for the nine months ended March 31, 2024, was $20.8 million or 46% of net revenues, compared with $12.1 million or 31% of net revenues in the prior year period. On a constant currency basis, gross profit for the nine months ended March 31, 2024, was $17.8 million or 39% of net revenues as measured on a constant currency basis.

 

Operating expenses for the nine months ended March 31, 2024, were $18.1 million or 40% of sales compared with $18.0 million or 47% of sales in the prior year period. On a constant currency basis, operating expenses for the nine months ended March 31, 2024, were $19.5 million or 43% of sales on a constant currency basis.

 

 

GAAP net income attributable to NETSOL for the nine months ended March 31, 2024, totaled $767,000 or $0.07 per diluted share, compared with a GAAP net loss of $(169,000) or $(0.01) per diluted share in the prior year period. Included in GAAP net income attributable to NETSOL was a loss of $(1.1 million) on foreign currency exchange transactions for the nine months ended March 31, 2024, compared to a gain of $7.4 million in the prior year period. On a constant currency basis, GAAP net loss attributable to NETSOL for the first nine months of fiscal 2024 totaled $(2.4 million) or $(0.21) per diluted share.

 

Non-GAAP adjusted EBITDA for the nine months ended March 31, 2024, was $2.0 million or $0.18 per diluted share, compared with non-GAAP adjusted EBITDA of $1.9 million or $0.17 per diluted share in the prior year period (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).

 

At March 31, 2024, cash and cash equivalents were $12.3 million. Total NETSOL stockholders’ equity at March 31, 2024, was $35.3 million, or $3.10 per share.

 

Management Commentary

 

“These past several quarters have showcased our hybrid license and SaaS model at work,” Mr. Ghauri stated. “We recognized substantial license fees in the first half of fiscal 2024, and these contracts are now generating services revenues for our business with services revenues in the third quarter of fiscal 2024 increasing approximately 60% compared to the third quarter of fiscal 2023. We have a strong sales pipeline of licensing and SaaS opportunities in our established markets and are working diligently to expand our pipeline in the United States. As we continue to win new contracts, we expect to realize both license fees and services revenues on a more consistent basis which, based on our recent performance, we believe will drive enhanced profitability for our business.

 

“We continue to make progress advancing our initiatives in the U.S. market,” Mr. Ghauri continued. “We’re expanding our pipeline of opportunities in this region and remain committed to hiring the best talent available. We’re intently focused on the continuous innovation and improvement of our offerings to meet the diverse demands of our customers, and we’re integrating leading technology including deep learning AI algorithms.

 

“To that end, we have launched a company wide AI initiative to reduce internal costs and enhance external quality improvements. We have nearly three decades of internal program management data, which we intend to use to train our AI use cases. We are also in the process of creating industry leading AI use cases for our clients to help improve their business metrics with an anticipated launch of several new AI-based offerings in the calendar year.

 

“We’re very pleased with our performance in both the third quarter and the fiscal year to date and are beginning to realize the strength of our business model as we drive revenue growth and consistent profitability. Looking ahead, we’re encouraged by our pipeline of license and SaaS deals in our established markets, and we’re committed to allocating capital to our many growth opportunities, specifically the United States. Given our results, we remain confident in our expectation of double-digit organic revenue growth and improved margins and are on pace to reach our target revenue range of between $60 million and $61 million for the full year of 2024,” Mr. Ghauri concluded.

 

 

Conference Call

 

NETSOL Technologies management will hold a conference call today (May 20, 2024) at 9:00 a.m. Eastern Time (6:00 a.m. Pacific Time) to discuss these financial results. A question-and-answer session will follow management’s presentation.

 

U.S. dial-in: 800-343-4849

International dial-in: 203-518-9848

 

Please call the conference telephone number 5-10 minutes prior to the start time and provide the operator with the conference ID: NETSOL. The operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Investor Relations at 818-222-9195.

 

The conference call will also be broadcast live and available for replay here, along with additional replay access being provided through the company information section of NETSOL’s website.

 

A telephone replay of the conference call will be available approximately three hours after the call concludes through Monday, June 3, 2024.

 

Toll-free replay number: 844-512-2921

International replay number: 412-317-6671

Replay ID: 11155702

 

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 professionals placed in ten strategically located support and delivery centers throughout the world. NETSOL’s products 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

 

This press release may contain forward-looking statements relating to the development of the Company’s products and services and future operation results, including statements regarding the Company that 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:

 

IMS Investor Relations

netsol@imsinvestorrelations.com

+1 203-972-9200

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 1: Consolidated Balance Sheets

 

		As of				As of
		March 31, 2024				June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	12,338,642			$	15,533,254
Accounts receivable, net of allowance of $414,745 and $420,354			15,826,210				11,714,422
Revenues in excess of billings, net of allowance of $116,023 and $1,380,141			15,659,806				12,377,677
Other current assets			2,398,403				1,978,514
Total current assets			46,223,061				41,603,867
Revenues in excess of billings, net - long term			752,582				-
Property and equipment, net			5,505,609				6,161,186
Right of use assets - operating leases			1,490,669				1,151,575
Other assets			32,341				32,327
Intangible assets, net			-				127,931
Goodwill			9,302,524				9,302,524
Total assets		$	63,306,786			$	58,379,410
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	6,707,937			$	6,552,181
Current portion of loans and obligations under finance leases			6,047,511				5,779,510
Current portion of operating lease obligations			635,168				505,237
Unearned revenue			9,503,548				7,932,306
Total current liabilities			22,894,164				20,769,234
Loans and obligations under finance leases; less current maturities			130,381				176,229
Operating lease obligations; less current maturities			837,756				652,194
Total liabilities			23,862,301				21,597,657
Stockholders’ equity:
Preferred stock, $.01 par value; 500,000 shares authorized;			-				-
Common stock, $.01 par value; 14,500,000 shares authorized; 12,344,271 shares issued and 11,405,240 outstanding as of March 31, 2024 , 12,284,887 shares issued and 11,345,856 outstanding as of June 30, 2023			123,445				122,850
Additional paid-in-capital			128,736,328				128,476,048
Treasury stock (at cost, 939,031 shares as of March 31, 2024 and June 30, 2023)			(3,920,856	)			(3,920,856	)
Accumulated deficit			(44,129,431	)			(44,896,186	)
Other comprehensive loss			(45,505,920	)			(45,975,156	)
Total NetSol stockholders’ equity			35,303,566				33,806,700
Non-controlling interest			4,140,919				2,975,053
Total stockholders’ equity			39,444,485				36,781,753
Total liabilities and stockholders’ equity		$	63,306,786			$	58,379,410

 

 

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,
		2024				2023				2024				2023
Net Revenues:
License fees		$	558,340			$	1,982,985			$	4,829,242			$	2,248,829
Subscription and support			7,140,358				6,656,082				20,480,382				19,175,585
Services			7,765,818				4,867,322				19,635,014				17,178,452
Total net revenues			15,464,516				13,506,389				44,944,638				38,602,866
Cost of revenues			7,989,696				8,801,360				24,132,064				26,503,377
Gross profit			7,474,820				4,705,029				20,812,574				12,099,489
Operating expenses:
Selling, general and administrative			5,811,335				5,333,202				17,051,798				16,727,836
Research and development cost			345,582				302,262				1,065,412				1,244,793
Total operating expenses			6,156,917				5,635,464				18,117,210				17,972,629
Income (loss) from operations			1,317,903				(930,435	)			2,695,364				(5,873,140	)
Other income and (expenses)
Interest expense			(289,677	)			(188,137	)			(856,016	)			(512,110	)
Interest income			376,466				263,794				1,259,464				1,005,557
Gain (loss) on foreign currency exchange transactions			(963,887	)			5,385,591				(1,112,757	)			7,358,519
Share of net loss from equity investment			-				2,377				-				7,510
Other income (expense)			21,634				(62,941	)			22,210				57,383
Total other income (expenses)			(855,464	)			5,400,684				(687,099	)			7,916,859
Net income before income taxes			462,439				4,470,249				2,008,265				2,043,719
Income tax provision			(146,569	)			(227,718	)			(418,517	)			(641,122	)
Net income			315,870				4,242,531				1,589,748				1,402,597
Non-controlling interest			11,679				(1,697,908	)			(822,993	)			(1,571,629	)
Net income (loss) attributable to NetSol		$	327,549			$	2,544,623			$	766,755			$	(169,032	)
Net income (loss) per share:
Net income (loss) per common share
Basic		$	0.03			$	0.23			$	0.07			$	(0.01	)
Diluted		$	0.03			$	0.23			$	0.07			$	(0.01	)
Weighted average number of shares outstanding
Basic			11,390,888				11,283,954				11,369,778				11,270,466
Diluted			11,430,493				11,283,954				11,409,383				11,270,466

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 3: Consolidated Statement of Cash Flows

 

		For the Nine Months
		Ended March 31,
		2024				2023
Cash flows from operating activities:
Net income		$	1,589,748			$	1,402,597
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			1,351,239				2,519,469
Provision for bad debts			9,739				7,648
Share of net (gain) loss from investment under equity method			-				(7,510	)
(Gain) loss on sale of assets			(1,154	)			56,494
Stock based compensation			260,875				198,559
Changes in operating assets and liabilities:
Accounts receivable			(3,922,773	)			(1,855,899	)
Revenues in excess of billing			(3,904,609	)			240,324
Other current assets			(1,525	)			(621,731	)
Accounts payable and accrued expenses			77,541				1,321,289
Unearned revenue			938,242				(696,621	)
Net cash provided by (used in) operating activities			(3,602,677	)			2,564,619
Cash flows from investing activities:
Purchases of property and equipment			(948,337	)			(1,575,059	)
Sales of property and equipment			125,886				153,402
Net cash used in investing activities			(822,451	)			(1,421,657	)
Cash flows from financing activities:
Proceeds from bank loans			340,847				270,292
Payments on finance lease obligations and loans - net			(307,235	)			(787,641	)
Net cash provided by (used in) financing activities			33,612				(517,349	)
Effect of exchange rate changes			1,196,904				(9,329,913	)
Net decrease in cash and cash equivalents			(3,194,612	)			(8,704,300	)
Cash and cash equivalents at beginning of the period			15,533,254				23,963,797
Cash and cash equivalents at end of period		$	12,338,642			$	15,259,497

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 4: Reconciliation to GAAP

 

		For the Three Months								For the Nine Months
		Ended March 31,								Ended March 31,
		2024				2023				2024				2023
Net Income (loss) attributable to NetSol		$	327,549			$	2,544,623			$	766,755			$	(169,032	)
Non-controlling interest			(11,679	)			1,697,908				822,993				1,571,629
Income taxes			146,569				227,718				418,517				641,122
Depreciation and amortization			391,290				782,966				1,351,239				2,519,469
Interest expense			289,677				188,137				856,016				512,110
Interest (income)			(376,466	)			(263,794	)			(1,259,464	)			(1,005,557	)
EBITDA		$	766,940			$	5,177,558			$	2,956,056			$	4,069,741
Add back:
Non-cash stock-based compensation			149,088				52,392				260,875				198,559
Adjusted EBITDA, gross		$	916,028			$	5,229,950			$	3,216,931			$	4,268,300
Less non-controlling interest (a)			(106,463	)			(1,971,602	)			(1,216,040	)			(2,363,774	)
Adjusted EBITDA, net		$	809,565			$	3,258,348			$	2,000,891			$	1,904,526
Weighted Average number of shares outstanding
Basic			11,390,888				11,283,954				11,369,778				11,270,466
Diluted			11,430,493				11,283,954				11,409,383				11,270,466
Basic adjusted EBITDA		$	0.07			$	0.29			$	0.18			$	0.17
Diluted adjusted EBITDA		$	0.07			$	0.29			$	0.18			$	0.17
(a)The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows
Net Income (loss) attributable to non-controlling interest		$	(11,679	)		$	1,697,908			$	822,993			$	1,571,629
Income Taxes			43,852				70,033				155,636				198,349
Depreciation and amortization			97,010				219,759				348,092				713,676
Interest expense			89,738				57,797				266,922				157,929
Interest (income)			(115,021	)			(77,988	)			(387,690	)			(303,489	)
EBITDA		$	103,900			$	1,967,509			$	1,205,953			$	2,338,094
Add back:
Non-cash stock-based compensation			2,563				4,093				10,087				25,680
Adjusted EBITDA of non-controlling interest		$	106,463			$	1,971,602			$	1,216,040			$	2,363,774

 

 

v3.24.1.1.u2

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	0-22773
Entity Registrant Name	NETSOL TECHNOLOGIES, INC.
Entity Central Index Key	0001039280
Entity Tax Identification Number	95-4627685
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	16000 Ventura Blvd. Suite 770
Entity Address, City or Town	Encino
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91436
City Area Code	818
Local Phone Number	222-9195
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	NTWK
Security Exchange Name	NASDAQ

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