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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): February 13, 2025

 

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.)

 

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 February 13, 2025, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the quarter ended December 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 February 13, 2025
104

Inline XBRL for the cover page of this Current Report on Form 8-K

 

Page 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: February 13, 2025 /s/ Najeeb Ghauri
  NAJEEB GHAURI
  Chief Executive Officer

 

Date: February 13, 2025 /s/ Roger Almond
  ROGER ALMOND
  Chief Financial Officer

 

Page 3

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

NETSOL Technologies Reports Second Quarter Fiscal 2025 Results

 

Double digit growth in subscription and support revenues in 2Q’25
Total service revenue increased 26% in 2Q’25
45% gross margins in 2Q’25
Cash and cash equivalents increased to $21.3 million

 

Encino, Calif., February 13, 2025 – NETSOL Technologies, Inc. (Nasdaq: NTWK), a global business services and asset finance solutions provider, reported results for the second fiscal quarter and six months ended December 31, 2024.

 

Najeeb Ghauri, Co-Founder, Chief Executive Officer, and Chairman of NETSOL Technologies Inc., commented, “Our second quarter of fiscal 2025 was highlighted by strong growth in recurring revenues which have been a key strategic focus of ours. During the quarter, we also made investments in the business which better position us for long-term growth. While these investments, particularly in AI, impacted our short-term profitability, they better position us to capitalize on our established expertise as a leading provider of business services and asset financing solutions. With a strong sales pipeline and growing market presence in the US, we believe that we are well positioned to drive positive results in the full fiscal year.”

 

Second Quarter 2025 Financial Results

 

Total net revenues for the second quarter of fiscal 2025 increased 2% to $15.5 million, compared with $15.2 million in the prior year period, driven primarily by increases in subscription and support revenues and services revenues in the quarter. On a constant currency basis, total net revenues were $15.4 million.

 

Total license fees were $73,000 compared with $3.0 million in the prior year period.
Total subscription (SaaS and cloud) and support revenues increased 27% to $8.6 million compared with $6.8 million in the prior year period. Total subscription and support revenues as percentage of sales were 56%, compared with 45% in the prior year period. Included in subscription and support revenues in the quarter is a one-time catch up of approximately $1.0 million. Absent this one-time catch up, total subscription and support revenues in the quarter would have increased approximately 12% compared to the prior year period, which more accurately reflects increases in contract values. Total subscription and support revenues on a constant currency basis were $8.6 million.
Total services revenues increased 26% to $6.8 million, compared with $5.4 million in the prior year period. Total services revenues on a constant currency basis were $6.7 million.

 

Gross profit for the second quarter of fiscal 2025 was $6.9 million or 45% of net revenues, compared to $7.2 million or 47% of net revenues in the second quarter of fiscal 2024. On a constant currency basis, gross profit was $6.9 million or 45% of net revenues.

 

Operating expenses for the second quarter of fiscal 2025 were $7.4 million or 48% of sales compared to $6.1 million or 40% of sales for the second quarter of fiscal 2024. On a constant currency basis, operating expenses were $7.3 million or 47% of sales. The increase in operating expenses is primarily related to increased sales and marketing costs as the Company continues to invest in growth opportunities.

 

 

 

Loss from operations for the second quarter of fiscal 2025 was $(487,000) compared to income from operations of $1.0 million in the second quarter of fiscal 2024. On a constant currency basis, loss from operations was $389,000.

 

GAAP net loss attributable to NETSOL for the second quarter of fiscal 2025 totaled $(1.1 million) or $(0.10) per diluted share, compared with GAAP net income of $408,000 or $0.04 per diluted share in the prior year period. Included in GAAP net loss attributable to NETSOL in the quarter was a loss on foreign currency exchange transactions of $(698,000).

 

Non-GAAP EBITDA for the second quarter of fiscal 2025 was a loss of $(775,000) or $(0.07) per diluted share, compared with non-GAAP EBITDA of $1.4 million or $0.12 per diluted share in the second quarter of fiscal 2024 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).

 

Non-GAAP adjusted EBITDA for the second quarter of fiscal 2025 was a loss of $(789,000) or $(0.07) per diluted share, compared with a non-GAAP adjusted EBITDA of $725,000 or $0.06 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).

 

Six Months Ended December 31, 2024, Financial Results

 

Total net revenues for the six months ended December 31, 2024, were $30.1 million, compared to $29.5 million in the prior year period. On a constant currency basis, total net revenues were $29.8 million.

 

License fees totaled $74,000 compared with $4.3 million in the prior year period. License fees on a constant currency basis were $71,000.
Total subscription (SaaS and Cloud) and support revenues for the six months ended December 31, 2024, increased 26% to $16.8 million from $13.3 million in the prior year period. Subscription and support revenues in the six months ended December 31, 2024, included a one-time catch up of approximately $1.7 million. Absent this one-time catch up, total subscription and support revenues for the six months ended December 31, 2024 would have increased approximately 14% compared to the previous period, which more accurately reflects increases in contract values. Total subscription and support revenues on a constant currency basis were $16.7 million.
Total services revenues increased 11% to $13.2 million from $11.9 million in the prior year period. Total services revenues on a constant currency basis were $13.0 million. The increase in total services revenues during this period is primarily related to increased implementation services in the US and the UK.

 

Gross profit for the six months ended December 31, 2024, was $13.5 million or 45% of net revenues, compared with $13.3 million of 45% of net revenues in the prior year period. On a constant currency basis, gross profit for the six months ended December 31, 2024, was $13.6 million or 46% of net revenues as measured on a constant currency basis.

 

Operating expenses for the six months ended December 31, 2024, were $14.7 million or 49% of sales, compared with $12.0 million or 41% of sales in the prior year period. On a constant currency basis, operating expenses for the six months ended December 31, 2024, were $14.4 million or 48% of sales on as measured on a constant currency basis.

 

 

 

GAAP net loss attributable to NETSOL for the six months ended December 31, 2024, totaled $(1.1 million) or $(0.09) per diluted share, compared with GAAP net income of $439,000 or $0.04 per diluted share in the prior year period. On a constant currency basis, GAAP net loss attributable to NETSOL for the first six months of fiscal 2025 totaled $(877,000) or $(0.08) per diluted share.

 

Non-GAAP EBITDA for the six months ended December 31, 2024, was a loss of $(473,000) or $(0.04) per diluted share, compared with non-GAAP EBITDA of $2.2 million or $0.19 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).

 

Non-GAAP adjusted EBITDA for the six months ended December 31, 2024, was a loss of $(585,000) or $(0.05) per diluted share, compared with non-GAAP adjusted EBITDA of $1.2 million or $0.10 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).

 

Balance Sheet and Capital Structure

 

Cash and cash equivalents was $21.3 million as of December 31, 2024, compared with $19.1 million as of June 30, 2024. Working capital was $23.0 million as of December 31, 2024, compared with $23.6 million as of June 30, 2024. Total NETSOL stockholders’ equity at December 31, 2024, was $33.9 million or $2.91 per share.

 

Management Commentary

 

Najeeb Ghauri, Co-Founder, Chief Executive Officer, and Chairman of NETSOL Technologies Inc., commented, “We’re investing in AI product development to enhance our already robust suite of asset finance and leasing solutions. Our Transcend Retail platform is gaining encouraging traction, primarily driven by our agreement with a major German auto manufacturer that continues to ramp. Internationally, we announced a multi-million dollar expansion agreement during the quarter with a longstanding customer in China, and subsequent to the quarter, we expanded an existing agreement with a leading Japanese equipment finance company that is now live with our Transcend Finance platform in their operations in New Zealand and Australia. Contracts like these demonstrate both the depth of our customer relationships, and the superior performance and reliability of our products.”

 

Roger Almond, Chief Financial Officer of NETSOL Technologies Inc., commented, “The growth in recurring revenues during the quarter demonstrates the continued evolution of our business model that over time should drive enhanced predictability and profitability in our business. During the quarter, the strategic investments we made in sales and marketing, coupled with the fluctuation in our licensing revenue as well as fluctuations in the foreign currency exchange rate, impacted our profitability. We are confident that the sustained growth in our recurring revenue, coupled with the investments we are making in the long-term growth of our business will translate into enhanced value for our shareholders. Importantly, our robust balance sheet with substantial cash and shareholders’ equity provides a strong financial underpinning to the business as we execute on our strategy.”

 

 

 

Conference Call

 

NETSOL Technologies management will hold a conference call on Thursday, February 13, 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: 877-407-0789

International dial-in: 201-689-8562

 

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 203-972-9200.

 

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 Thursday, February 27, 2024.

 

Toll-free replay number: 844-512-2921

International replay number: 412-317-6671

Replay ID: 13751199

 

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

1: Consolidated Balance Sheets

 

    December 31, 2024     June 30, 2024  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 21,270,642     $ 19,127,165  
Accounts receivable, net of allowance of $17,028 and $398,809     7,829,823       13,049,614  
Revenues in excess of billings, net of allowance of $595,875 and $116,148     10,661,549       12,684,518  
Other current assets     3,191,378       2,600,786  
Total current assets     42,953,392       47,462,083  
Revenues in excess of billings, net - long term     777,428       954,029  
Property and equipment, net     4,934,498       5,106,842  
Right of use assets - operating leases     1,069,948       1,328,624  
Other assets     32,339       32,340  
Intangible assets, net     -       -  
Goodwill     9,302,524       9,302,524  
Total assets   $ 59,070,129     $ 64,186,442  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable and accrued expenses   $ 7,332,560     $ 8,232,342  
Current portion of loans and obligations under finance leases     8,784,232       6,276,125  
Current portion of operating lease obligations     518,075       608,202  
Unearned revenue     3,320,286       8,752,153  
Total current liabilities     19,955,153       23,868,822  
Loans and obligations under finance leases; less current maturities     86,951       95,771  
Operating lease obligations; less current maturities     512,062       688,749  
Total liabilities     20,554,166       24,653,342  
                 
Stockholders’ equity:                
Preferred stock, $.01 par value; 500,000 shares authorized;     -       -  
Common stock, $.01 par value; 14,500,000 shares authorized; 12,589,046 shares issued and 11,650,015 outstanding as of December 31, 2024 , 12,359,922 shares issued and 11,420,891 outstanding as of June 30, 2024  
 
 
 
 
 
 
 
125,894
 
 
 
 
 
 
 
 
 
 
 
123,602
 
 
 
Additional paid-in-capital     129,194,697       128,783,865  
Treasury stock (at cost, 939,031 shares as of December 31, 2024 and June 30, 2024)  
 
 
 
 
(3,920,856
 
)
 
 
 
 
 
(3,920,856
 
)
Accumulated deficit     (45,288,560 )     (44,212,313 )
Other comprehensive loss     (46,187,766 )     (45,935,616 )
Total NetSol stockholders’ equity     33,923,409       34,838,682  
Non-controlling interest     4,592,554       4,694,418  
Total stockholders’ equity     38,515,963       39,533,100  
Total liabilities and stockholders’ equity   $ 59,070,129     $ 64,186,442  

 

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 2: Consolidated Statement of Operations

 

    For the Three Months     For the Six Months  
    Ended December 31,     Ended December 31,  
    2024     2023     2024     2023  
Net Revenues:                                
License fees   $ 72,688     $ 2,990,453     $ 73,917     $ 4,270,902  
Subscription and support     8,642,629       6,827,781       16,835,100       13,340,024  
Services     6,821,344       5,419,707       13,226,142       11,869,196  
Total net revenues     15,536,661       15,237,941       30,135,159       29,480,122  
                                 
Cost of revenues     8,616,320       8,062,204       16,650,706       16,142,368  
Gross profit     6,920,341       7,175,737       13,484,453       13,337,754  
                                 
Operating expenses:                                
Selling, general and administrative     7,073,622       5,807,494       14,037,943       11,240,463  
Research and development cost     333,669       341,411       693,618       719,830  
Total operating expenses     7,407,291       6,148,905       14,731,561       11,960,293  
                                 
Income (loss) from operations     (486,950 )     1,026,832       (1,247,108 )     1,377,461  
                                 
Other income and (expenses)                                
Interest expense     (236,386 )     (290,322 )     (494,605 )     (566,339 )
Interest income     529,072       468,280       1,298,939       882,998  
Gain (loss) on foreign currency exchange transactions     (698,392 )     (14,617 )     (155,847 )     (148,870 )
Other income     38,064       (57,305 )     191,555       576  
Total other income (expenses)     (367,642 )     106,036       840,042       168,365  
                                 
Net income before income taxes     (854,592 )     1,132,868       (407,066 )     1,545,826  
Income tax provision     (331,614 )     (150,053 )     (561,431 )     (271,948 )
Net income     (1,186,206 )     982,815       (968,497 )     1,273,878  
Non-controlling interest     39,164       (574,499 )     (107,750 )     (834,672 )
Net income attributable to NetSol   $ (1,147,042 )   $ 408,316     $ (1,076,247 )   $ 439,206  
                                 
Net income per share:                                
Net income per common share                                
Basic   $ (0.10 )   $ 0.04     $ (0.09 )   $ 0.04  
Diluted   $ (0.10 )   $ 0.04     $ (0.09 )   $ 0.04  
                                 
Weighted average number of shares outstanding                                
Basic     11,484,298       11,372,819       11,456,996       11,359,338  
Diluted     11,484,298       11,372,819       11,456,996       11,359,338  

 

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 3: Consolidated Statement of Cash Flows

 

    For the Six Months  
    Ended December 31,  
    2024     2023  
Cash flows from operating activities:                
Net income (loss)   $ (968,497 )   $ 1,273,878  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
Depreciation and amortization     738,582       959,949  
Provision (reversal) for bad debts     475,172       29,191  
Gain on sale of assets     (25,084 )     (98 )
Stock based compensation     95,134       111,787  
Changes in operating assets and liabilities:                
Accounts receivable     4,405,610       5,722,791  
Revenues in excess of billing     2,688,774       (4,239,762 )
Other current assets     (170,856 )     329,171  
Accounts payable and accrued expenses     (878,148 )     72,501  
Unearned revenue     (5,990,971 )     (3,654,724 )
Net cash provided by operating activities     369,716       604,684  
                 
Cash flows from investing activities:                
Purchases of property and equipment     (568,134 )     (570,584 )
Sales of property and equipment     45,535       1,248  
Purchase of subsidiary shares     (8,878 )     -  
Net cash used in investing activities     (531,477 )     (569,336 )
                 
Cash flows from financing activities:                
Proceeds from the exercise of stock options and warrants     430,000       -  
Dividend paid by subsidiary to non-controlling interest     (306,799 )     -  
Proceeds from bank loans     2,676,932       135,123  
Payments on finance lease obligations and loans - net     (162,370 )     (162,482 )
Net cash provided by (used in) financing activities     2,637,763       (27,359 )
Effect of exchange rate changes     (332,525 )     118,273  
Net increase (decrease) in cash and cash equivalents     2,143,477       126,262  
Cash and cash equivalents at beginning of the period     19,127,165       15,533,254  
Cash and cash equivalents at end of period   $ 21,270,642     $ 15,659,516  

 

 

 

NETSOL Technologies, Inc. and Subsidiaries

Schedule 4: Reconciliation to GAAP

 

    For the Three Months     For the Six Months  
    Ended December 31,     Ended December 31,  
    2024     2023     2024     2023  
                         
Net Income (loss) attributable to NetSol   $ (1,147,042 )   $ 408,316     $ (1,076,247 )   $ 439,206  
Non-controlling interest     (39,164 )     574,499       107,750       834,672  
Income taxes     331,614       150,053       561,431       271,948  
Depreciation and amortization     372,585       429,163       738,582       959,949  
Interest expense     236,386       290,322       494,605       566,339  
Interest (income)     (529,072 )     (468,280 )     (1,298,939 )     (882,998 )
EBITDA   $ (774,693 )   $ 1,384,073     $ (472,818 )   $ 2,189,116  
Add back:                                
Non-cash stock-based compensation     47,355       51,433       95,134       111,787  
Adjusted EBITDA, gross   $ (727,338 )   $ 1,435,506     $ (377,684 )   $ 2,300,903  
Less non-controlling interest (a)     (61,529 )     (710,171 )     (207,310 )     (1,109,611 )
Adjusted EBITDA, net   $ (788,867 )   $ 725,335     $ (584,994 )   $ 1,191,292  
                                 
Weighted Average number of shares outstanding                                
Basic     11,484,298       11,372,819       11,456,996       11,359,338  
Diluted     11,484,298       11,372,819       11,456,996       11,359,338  
                                 
Basic adjusted EBITDA   $ (0.07 )   $ 0.06     $ (0.05 )   $ 0.10  
Diluted adjusted EBITDA   $ (0.07 )   $ 0.06     $ (0.05 )   $ 0.10  
                                 
(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   $ (39,164 )   $ 574,499     $ 107,750     $ 834,672  
Income Taxes     102,414       75,407       173,001       111,784  
Depreciation and amortization     92,546       109,765       181,681       251,116  
Interest expense     68,636       91,295       147,828       177,184  
Interest (income)     (165,365 )     (144,578 )     (408,012 )     (272,669 )
EBITDA   $ 59,067     $ 706,388     $ 202,248     $ 1,102,087  
Add back:                                
Non-cash stock-based compensation     2,462       3,783       5,062       7,524  
Adjusted EBITDA of non-controlling interest   $ 61,529     $ 710,171     $ 207,310     $ 1,109,611