EXHIBIT 99.1
NEWS RELEASE DATED September 15, 2009
NEWS RELEASE
NetSol Technologies Reports Fourth Quarter and
Fiscal Year 2009 Financial Results
Fourth Quarter Revenue of $6.9 Million Reflects 36% Sequential Revenue Growth
Higher Sales and a Significant Reduction in Operating Expense Drive Improvements in Reducing Sequential Quarterly GAAP Net Loss and Returning to EBITDA Profitability
EMERYVILLE, CA – September 15, 2009 - -- NetSol Technologies Inc. “NetSol” (NASDAQ CM: NTWK) (NASDAQ DUBAI: NTWK), a U.S. corporation providing global business services and enterprise application solutions to private and public sector organizations worldwide, today announced fourth quarter financial results for fiscal year 2009, for the period ended June 30, 2009.
Fiscal Year 2009 Results
| · | Revenues totaled $26.4 million, down 28% year-over-year |
| · | Service fees totaled $15.2 million |
| · | Maintenance fees totaled $6.5 million |
| · | License fees totaled $4.8 million |
| · | Full year GAAP net loss applicable to common shareholders of $8.2 million, or a loss of $0.30 per fully diluted share, compared to GAAP net income applicable to common shareholders of $4.8 million, or $0.19 per fully diluted share, in the year ago period |
| · | Full year EBITDA loss of $2.5 million, or EBITDA loss of $0.09 per diluted share, versus EBITDA of $9.1 million, or $0.35 per diluted share, in the year ago period |
Najeeb Ghauri, NetSol Technologies chairman and chief executive officer, commented, “NetSol’s fiscal fourth quarter revenues exceeded the high end of our sequential growth range projection, rising 36%, driven by increased license and IT services sales. While our full year results reflect the challenges of the global economic downturn compared to a 2008 period which was the strongest in the company’s history, NetSol’s fiscal fourth quarter results provide clear evidence that our NetSol Financial Suite™ and global BestShoringÒ IT service offerings are gaining fresh momentum. The success of our comprehensive cost efficiency measures yielded an impressive 23% reduction in fiscal fourth quarter operating expenses as compared to the year ago period. Our more efficient operating expense base, combined with our renewed sequential revenue growth, drove material improvements in reducing the company’s sequential quarterly GAAP net loss as well as supported an important return to quarterly EBITDA profitability.
“I am pleased to report we enter our fiscal year 2010 with a significantly stronger pipeline, and are also seeing excellent new opportunities in the government and defense sectors. Looking ahead to fiscal 2010, we anticipate stronger full year results in terms of top and bottom line performance. If we couple our more efficient global operating structure with the fresh momentum on the sales side, we currently forecast a quarterly GAAP breakeven revenue run rate of approximately $8.0 million, and $6.5 million on a cash basis,” concluded Mr. Ghauri.
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NetSol reported consolidated revenues of $6.9 million for the fourth quarter of fiscal year 2009, representing a 35% decline as compared to the $10.5 million in revenues reported for the same period a year ago.
U.S. GAAP (Generally Accepted Accounting Principles) net loss applicable to common shareholders for the fourth quarter of fiscal year 2009 was approximately $0.9 million, or a loss of $0.03 per diluted share, which compares to GAAP net income applicable to common shareholders of $1.3 million, or $0.05 per diluted share, in the same period of fiscal year 2008.
NetSol reported EBITDA of $0.6 million, or $0.02 per diluted share, for the fourth quarter of fiscal year 2009 compared to EBITDA of $2.6 million, or $0.09 per diluted share, in the year ago period.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. The Company uses EBITDA as a measure of the Company’s operating trends. Investors are cautioned that EBITDA is not a measure of liquidity or of financial performance under Generally Accepted Accounting Principles (GAAP). The EBITDA numbers presented may not be comparable to similarly titled measures reported by other companies. EBITDA, while providing useful information, should not be considered in isolation or as an alternative to net income or cash flows as determined under GAAP. Consistent with the SEC Regulation G, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measure, and this reconciliation is located under the financial table heading “Reconciliation to GAAP.”
Fourth Quarter Business Highlights
| · | Signed a significant new NetSol Financial Suite™ contract with Minsheng Financial Leasing Company to deploy NetSol’s industry leading leasing suite |
| · | Secured a new licensing agreement with a major Chinese captive finance company to implement the NetSol Financial Suite™, including NetSol's flagship LeaseSoft solution |
| · | Major international automotive manufacturer signs LeaseSoft license contract for captive finance in China |
| · | Secured new European customer contract to implement Wholesale Finance System for a Netherlands based finance company |
| · | NetSol Technologies Europe wins a new contract to deploy its LeaseSoft suite at United Kingdom based nationwide loan company |
| · | NetSol and Atheeb Group form Atheeb NetSol Limited, a software engineering and joint venture company focused on Saudi Arabia, GCC, and The Middle East |
| · | NetSol and Grupo Karims form NetSol GK Latin America, an IT services and software development joint venture serving the Americas |
| · | Announced new Neptune Software plc partnership, as well as first joint customer win, extending the reach of the NetSol Financial Suite™ and LeaseSoft Evolve product in Africa, as leasing is rapidly expanding as a financing solution across the continent |
| · | Launched beta version of smartOCI, an SAP compatible multiple catalog search engine |
| · | Subsequent to the quarter end, NetSol teamed with a top 5 U.S. defense contractor with a joint bid submitted for a significant multi-million dollar military contract in Pakistan |
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Conference Call & Webcast Information
Following the distribution of the fiscal fourth quarter and full year 2009 financial results, NetSol will host a conference call today at 11:00 a.m. ET (8:00 a.m. PT) to review the quarterly financial and operational performance. Najeeb Ghauri, NetSol Technologies chairman and chief executive officer, will host the call, which will be webcast live. The webcast and a supporting slide presentation will be made available on the investor relations section of the NetSol corporate website at www.netsoltech.com. Telephone access to the conference call will be available in North America by dialing +1 (877) 407-0782 or internationally by dialing +1 (201) 689-8567.
An audio replay of the conference call will be available approximately two hours following the conclusion of the call and for the following 30 day period. To access the replay in North America, dial +1 (877) 660-6853 or, when calling internationally, dial +1 (201) 612-7415, using replay account code # 286 and conference ID # 331287. An archived replay of the conference webcast will also be available on the investor relations section of the NetSol corporate website at www.netsoltech.com.
About NetSol Technologies, Inc.
NetSol Technologies, Inc. (NASDAQ CM: NTWK) (NASDAQ DUBAI: NTWK) is a worldwide provider of global business services and enterprise application solutions. Since its inception in 1995, NetSol has used its BestShoringÒ practices and highly experienced resources in analysis, development, quality assurance, and implementation to deliver high-quality, cost-effective solutions. Specialized by industry, these product and services offerings include credit and finance portfolio management systems, hospital/healthcare information management systems (HIMS), SAP consulting and services, custom development, systems integration, and technical services for the global Financial, Healthcare, Insurance, Energy, and Technology markets. NetSol's commitment to quality is demonstrated by its achievement of the ISO 9001, ISO 27001, and SEI (Software Engineering Institute) CMMI (Capability Maturity Model) Maturity Level 5 assessments, a distinction shared by fewer than 100 companies worldwide. NetSol Technologies' clients include Fortune 500 manufacturers, global automakers, financial institutions, utilities, technology providers, and government agencies. Headquartered in Emeryville, California, NetSol Technologies has operations and offices in Adelaide, Bangkok, Beijing, Lahore, London, and San Pedro Sula.
To learn more about NetSol Technologies, Inc., visit www.netsoltech.com
To join the NetSol Technologies, Inc. email communications list, visit:
http://www.b2i.us/irpass.asp?BzID=897&to=ea&s=0
NetSol Technologies, Inc. Forward-looking Statement
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 “believe,” “expect,” “anticipate,” “intend,” variations of such words, and similar expressions, identify forward looking statements, 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.
# # #
Contact – Investor Relations:
Christopher Chu
Grayling
Phone: +1 646-284-9426
Email: Christopher.chu@us.grayling.com
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Financial Tables Follow
NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| For the quarter ended | For the Year ened | |||||||||||||||
| June 30, 2009 | June 30, 2008 | June 30, 2009 | June 30, 2008 | |||||||||||||
| Net Revenues: | ||||||||||||||||
| License fees | $ | 1,283,700 | $ | 4,915,813 | $ | 4,786,332 | $ | 12,685,039 | ||||||||
| Maintenance fees | 1,727,900 | 1,749,871 | 6,499,419 | 6,306,321 | ||||||||||||
| Services | 3,841,580 | 3,849,971 | 15,162,426 | 17,650,815 | ||||||||||||
| Total revenues | 6,853,180 | 10,515,655 | 26,448,177 | 36,642,175 | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Salaries and consultants | 2,135,294 | 2,728,921 | 9,787,965 | 10,071,664 | ||||||||||||
| Travel | 341,589 | 746,745 | 1,334,879 | 1,719,743 | ||||||||||||
| Repairs and maintenance | 80,051 | 72,692 | 370,487 | 405,140 | ||||||||||||
| Insurance | 39,371 | 85,283 | 174,761 | 239,043 | ||||||||||||
| Depreciation and amortization | 598,358 | 551,166 | 2,214,211 | 1,398,454 | ||||||||||||
| Other | 1,107,766 | 548,587 | 3,316,031 | 1,890,100 | ||||||||||||
| Total cost of sales | 4,302,429 | 4,733,394 | 17,198,334 | 15,724,144 | ||||||||||||
| Gross profit | 2,550,751 | 5,782,261 | 9,249,843 | 20,918,031 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | 636,374 | 904,562 | 3,115,883 | 3,722,470 | ||||||||||||
| Depreciation and amortization | 497,716 | 517,321 | 1,973,997 | 1,939,502 | ||||||||||||
| Bad debt expense | (26,973 | ) | 55,016 | 2,393,685 | 58,293 | |||||||||||
| Salaries and wages | 745,859 | 945,402 | 3,443,390 | 3,703,836 | ||||||||||||
| Professional services, including non-cash compensation | 338,187 | 413,490 | 1,215,939 | 837,598 | ||||||||||||
| General and adminstrative | 896,667 | 1,170,091 | 3,590,118 | 3,447,113 | ||||||||||||
| Total operating expenses | 3,087,830 | 4,005,882 | 15,733,012 | 13,708,812 | ||||||||||||
| Income from operations | (537,079 | ) | 1,776,379 | (6,483,169 | ) | 7,209,219 | ||||||||||
| Other income and (expenses): | ||||||||||||||||
| Loss on sale of assets | (96,564 | ) | (2,440 | ) | (404,820 | ) | (35,484 | ) | ||||||||
| Beneficial conversion feature | (23,052 | ) | - | (40,277 | ) | - | ||||||||||
| Loss on extinguishment of debt | - | - | (1,000,000 | ) | - | |||||||||||
| Interest expense | (327,547 | ) | (82,043 | ) | (1,294,293 | ) | (626,708 | ) | ||||||||
| Interest income | 44,423 | 35,234 | 291,030 | 195,103 | ||||||||||||
| Gain on sale of subsidiary shares | 351,522 | - | 351,522 | 1,240,808 | ||||||||||||
| Gain on foreign currency exchange rates | 549,733 | 1,430,669 | 2,371,487 | 2,020,839 | ||||||||||||
| Other income and (expenses) | 21,229 | 29,600 | 68,747 | 148,544 | ||||||||||||
| Total other income (expenses) | 519,744 | 1,411,020 | 343,396 | 2,943,102 | ||||||||||||
| Net income (loss) before minority interest in subsidiary | (17,335 | ) | 3,187,399 | (6,139,773 | ) | 10,152,321 | ||||||||||
| Minority interest in subsidiary | (843,904 | ) | (1,749,625 | ) | (1,816,143 | ) | (5,038,115 | ) | ||||||||
| Income taxes | (11,501 | ) | (75,710 | ) | (91,132 | ) | (121,982 | ) | ||||||||
| Net income (loss) | (872,740 | ) | 1,362,064 | (8,047,048 | ) | 4,992,224 | ||||||||||
| Dividend required for preferred stockholders | (33,508 | ) | (33,508 | ) | (134,400 | ) | (178,541 | ) | ||||||||
| Net income (loss) applicable to common shareholders | (906,248 | ) | 1,328,556 | (8,181,448 | ) | 4,813,683 | ||||||||||
| Other comprehensive loss: | ||||||||||||||||
| Translation adjustment | (114,548 | ) | (1,329,381 | ) | (4,151,474 | ) | (2,394,994 | ) | ||||||||
| Comprehensive income (loss) | $ | (1,020,796 | ) | $ | (825 | ) | $ | (12,332,922 | ) | $ | 2,418,689 | |||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | (0.03 | ) | $ | 0.05 | $ | (0.30 | ) | $ | 0.20 | ||||||
| Diluted | $ | (0.03 | ) | $ | 0.05 | $ | (0.30 | ) | $ | 0.19 | ||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic | 28,706,163 | 25,425,042 | 26,937,500 | 24,118,538 | ||||||||||||
| Diluted | 28,706,163 | 27,303,554 | 26,937,500 | 25,997,049 | ||||||||||||
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[NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of June 30, 2009 | As of June 30, 2008 | |||||||
| Restated | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,403,762 | $ | 6,275,238 | ||||
| Restricted Cash | 5,000,000 | - | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $2,504,714 | ||||||||
| and $108,538 for 2009 and 2008 respectively | 11,394,844 | 10,988,888 | ||||||
| Revenues in excess of billings | 5,686,277 | 11,053,042 | ||||||
| Other current assets | 2,307,246 | 2,406,407 | ||||||
| Total current assets | 28,792,129 | 30,723,575 | ||||||
Property and equipment, net of accumulated depreciation | 9,186,163 | 9,176,780 | ||||||
| Other assets, long-term | 204,823 | 1,866,437 | ||||||
| Intangibles: | ||||||||
| Product licenses, renewals, enhancements, copyrights, | ||||||||
| trademarks, and tradenames, net | 13,802,607 | 10,837,856 | ||||||
| Customer lists, net | 1,344,019 | 1,732,761 | ||||||
| Goodwill | 9,439,285 | 9,439,285 | ||||||
| Total intangibles | 24,585,911 | 22,009,902 | ||||||
| Total assets | $ | 62,769,026 | $ | 63,776,694 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 5,106,266 | $ | 4,116,659 | ||||
| Current portion of loans and obligations under capitalized leases | 6,207,830 | 2,280,110 | ||||||
| Other payables - acquisitions | 103,226 | 846,215 | ||||||
| Unearned revenues | 3,473,228 | 3,293,728 | ||||||
| Due to officers | - | 184,173 | ||||||
| Dividend to preferred stockholders payable | 44,409 | 33,508 | ||||||
| Loans payable, bank | 2,458,757 | 2,932,551 | ||||||
| Total current liabilities | 17,393,716 | 13,686,944 | ||||||
Obligations under capitalized leases, less current maturities | 1,090,901 | 332,307 | ||||||
| Convertible Notes Payable | 5,809,508 | - | ||||||
Long-term loans; less current maturities | 1,113,832 | 411,608 | ||||||
| Total liabilities | 25,407,957 | 14,430,859 | ||||||
| Minority interest | 6,383,310 | 7,857,969 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders' equity: | ||||||||
| Preferred stock, 5,000,000 shares authorized; | ||||||||
| 1,920 issued and outstanding | 1,920,000 | 1,920,000 | ||||||
| Common stock, $.001 par value; 95,000,000 shares authorized; | ||||||||
| 30,046,987; 25,545,482 issued and outstanding | 30,047 | 25,545 | ||||||
| Additional paid-in-capital | 78,198,523 | 74,950,286 | ||||||
| Treasury stock | (396,008 | ) | (35,681 | ) | ||||
| Accumulated deficit | (41,253,152 | ) | (33,071,702 | ) | ||||
| Stock subscription receivable | (842,619 | ) | (600,907 | ) | ||||
| Common stock to be issued | 220,365 | 1,048,249 | ||||||
| Other comprehensive loss | (6,899,397 | ) | (2,747,924 | ) | ||||
| Total stockholders' equity | 30,977,759 | 41,487,866 | ||||||
| Total liabilities and stockholders' equity | $ | 62,769,026 | $ | 63,776,694 | ||||
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NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Years | ||||||||
| Ended June 30, | ||||||||
| 2009 | 2008 | |||||||
| Restated | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (8,047,048 | ) | $ | 4,992,224 | |||
| Adjustments to reconcile net income (loss) | ||||||||
| to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 4,188,208 | 3,337,956 | ||||||
| Bad debt expense | 2,393,685 | 58,293 | ||||||
| Loss on sale of assets | 404,820 | 35,484 | ||||||
| Gain on sale of subsidiary shares in Pakistan | (351,522 | ) | (1,240,808 | ) | ||||
| Minority interest in subsidiary | 1,816,143 | 5,038,115 | ||||||
| Stock issued for services | 346,817 | 167,926 | ||||||
| Fair market value of warrants and stock options granted | 261,472 | 24,320 | ||||||
| Beneficial conversion feature | 40,277 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable | (4,679,496 | ) | (4,123,995 | ) | ||||
| Decrease in other current assets | 3,740,567 | (4,980,504 | ) | |||||
| Decrease in long-term assets | 43,889 | 229,622 | ||||||
| Increase in accounts payable and accrued expenses | 1,073,775 | 233,408 | ||||||
| Net cash provided by/(used in) operating activities | 1,231,588 | 3,772,041 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (2,093,618 | ) | (4,435,755 | ) | ||||
| Sales of property and equipment | 65,096 | 15,838 | ||||||
| Payments of acquisition payable | (742,989 | ) | (879,007 | ) | ||||
| Increase in intangible assets | (6,662,774 | ) | (4,829,369 | ) | ||||
| Net cash used in investing activities | (9,434,284 | ) | (10,128,293 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock | 712,770 | 1,500,000 | ||||||
| Proceeds from the exercise of stock options and warrants | 563,929 | 3,282,827 | ||||||
| Purchase of subsidary stock in Pakistan | (281,347 | ) | - | |||||
| Proceeds from sale of subsidiary stock | 558,535 | 1,765,615 | ||||||
| Finance costs incurred for sale of common stock | - | (10,000 | ) | |||||
| Purchase of treasury stock | (360,328 | ) | (25,486 | ) | ||||
| Restricted cash | (5,000,000 | ) | - | |||||
| Proceeds from convertible notes payable | 6,000,000 | - | ||||||
| Dividend Paid to Preferred Shareholders | (33,508 | ) | - | |||||
| Bank overdraft | 159,551 | 85,335 | ||||||
| Proceeds from bank loans | 3,843,541 | 5,441,870 | ||||||
| Payments on bank loans | 947,870 | (99,936 | ) | |||||
| Payments on capital lease obligations & loans - net | (539,497 | ) | (3,409,496 | ) | ||||
| Net cash provided by financing activities | 6,571,516 | 8,530,729 | ||||||
| Effect of exchange rate changes in cash | (240,296 | ) | 90,597 | |||||
| Net increase in cash and cash equivalents | (1,871,477 | ) | 2,265,074 | |||||
| Cash and cash equivalents, beginning of year | 6,275,238 | 4,010,164 | ||||||
| Cash and cash equivalents, end of year | $ | 4,403,762 | $ | 6,275,238 | ||||
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NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION TO GAAP
(Unaudited)
| Three Months | Three Months | Fiscal Year | Fiscal Year | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| June 30, 2009 | June 30, 2008 | June 30, 2009 | June 30, 2008 | |||||||||||||
| Net Income (loss) before preferred dividend, per GAAP | $ | (872,740 | ) | $ | 1,362,064 | $ | (8,047,048 | ) | $ | 4,992,224 | ||||||
| Income Taxes | 11,501 | 75,710 | 91,132 | 121,982 | ||||||||||||
| Depreciation and amortization | 1,096,074 | 1,068,487 | 4,188,208 | 3,337,956 | ||||||||||||
| Interest expense | 327,547 | 82,043 | 1,294,293 | 626,708 | ||||||||||||
| EBITDA (loss) | $ | 562,382 | $ | 2,588,304 | $ | (2,473,415 | ) | $ | 9,078,870 | |||||||
| Weighted Average number of shares outstanding | ||||||||||||||||
| Basic | 28,706,163 | 25,425,042 | 26,937,500 | 24,118,538 | ||||||||||||
| Diluted | 28,706,163 | 27,303,554 | 26,937,500 | 25,997,049 | ||||||||||||
| Basic EBITDA EPS | $ | 0.02 | $ | 0.10 | $ | (0.09 | ) | $ | 0.38 | |||||||
| Diluted EBITDA EPS | $ | 0.02 | $ | 0.09 | $ | (0.09 | ) | $ | 0.35 | |||||||
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