Restatement of Previously Issued Financial Statements | NOTE 21 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS During the preparation of the Company’s Form 10-Q for the nine months ended March 31, 2017, misstatements were identified in the previous financial statements relating to the recording of revenue in the proper period. The restated financial statements for the periods affected were disclosed in Note 19 of the Notes to Condensed Consolidated Financial Statement contained in the Company’s Form 10-Q for the nine months ended March 31, 2017. On December 21, 2015, the Company signed a 10-year contract for a 12-country installation of its NFS Ascent product which included a perpetual license, continued maintenance on the existing product and then maintenance on NFS Ascent upon installation. The Company did not appropriately apply the percentage-of-completion method for this arrangement in accordance with ASC 605-35. As a result, for quarter ended September 30, 2016, license revenue was understated by $1,953,935 and for the quarter ended December 31, 2016, license revenue was overstated by $1,580,529. The Company charges maintenance revenue on the license value plus any additional customization that the customer may require. For one customer, the Company did not increase the maintenance fee for the additional customization that was performed during the year. This resulted in an understatement of maintenance revenue of $120,976 for the quarter ended September 30, 2016 and an overstatement of maintenance revenue of $198,797 for the quarter ended December 31, 2016. The following tables present the restated financial statements for the three and six months ended December 31, 2016. Balance Sheet As of December 31, 2016 As Originally Amount of Presented Restatement As Restated ASSETS Current assets: Cash and cash equivalents $ 9,505,383 $ 9,505,383 Accounts receivable, net of allowance of $495,760 and $492,498 5,840,490 5,840,490 Accounts receivable, net - related party 4,303,380 4,303,380 Revenues in excess of billings 17,646,488 373,406 18,019,894 Revenues in excess of billings - related party 469,030 469,030 Other current assets 2,904,650 2,904,650 Total current assets 40,669,421 373,406 41,042,827 Restricted cash 90,000 90,000 Property and equipment, net 21,873,277 21,873,277 Other assets 2,054,938 2,054,938 Intangible assets, net 18,423,439 18,423,439 Goodwill 9,516,568 9,516,568 Total assets $ 92,627,643 $ 373,406 $ 93,001,049 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 7,373,097 $ 7,373,097 Current portion of loans and obligations under capitalized leases 4,368,930 4,368,930 Unearned revenues 2,806,804 77,821 2,884,625 Common stock to be issued 88,324 88,324 Total current liabilities 14,637,155 77,821 14,714,976 Long term loans and obligations under capitalized leases; less current maturities 501,554 501,554 Total liabilities 15,138,709 77,821 15,216,530 Commitments and contingencies Stockholders’ equity: Preferred stock, $.01 par value; 500,000 shares authorized; - - - Common stock, $.01 par value; 14,500,000 shares authorized; 10,993,054 shares issued and 10,958,275 outstanding as of December 31, 2016 and 10,713,372 shares issued and 10,686,093 outstanding as of June 30, 2016 109,931 109,931 Additional paid-in-capital 123,019,215 123,019,215 Treasury stock (34,779 shares and 27,279 shares) (454,310 ) (454,310 ) Accumulated deficit (40,074,755 ) 196,890 (39,877,865 ) Stock subscription receivable (450,220 ) (450,220 ) Other comprehensive loss (18,628,395 ) (18,628,395 ) Total NetSol stockholders’ equity 63,521,466 196,890 63,718,356 Non-controlling interest 13,967,468 98,695 14,066,163 Total stockholders’ equity 77,488,934 295,585 77,784,519 Total liabilities and stockholders’ equity $ 92,627,643 $ 373,406 $ 93,001,049 For the Three Months For the Six Months Ended December 31, 2016 Ended December 31, 2016 As Originally Amount of As Originally Amount of Presented Restatement As Restated Presented Restatement As Restated Net Revenues: License fees $ 5,350,086 $ (1,580,529 ) $ 3,769,557 $ 8,849,946 $ 373,406 $ 9,223,352 Maintenance fees 3,787,696 (198,797 ) 3,588,899 7,190,517 (77,821 ) 7,112,696 Services 6,984,084 6,984,084 12,790,801 12,790,801 License fees - related party - - 246,957 246,957 Maintenance fees - related party 51,345 51,345 181,976 181,976 Services - related party 1,464,901 1,464,901 3,379,473 3,379,473 Total net revenues 17,638,112 (1,779,326 ) 15,858,786 32,639,670 295,585 32,935,255 Cost of revenues: Salaries and consultants 5,979,804 5,979,804 11,873,153 11,873,153 Travel 836,240 836,240 1,548,135 1,548,135 Depreciation and amortization 1,318,764 1,318,764 2,649,636 2,649,636 Other 1,065,727 1,065,727 2,038,065 2,038,065 Total cost of revenues 9,200,535 - 9,200,535 18,108,989 - 18,108,989 Gross profit 8,437,577 (1,779,326 ) 6,658,251 14,530,681 295,585 14,826,266 Operating expenses: Selling and marketing 2,713,478 2,713,478 5,057,516 5,057,516 Depreciation and amortization 271,485 271,485 540,582 540,582 General and administrative 3,933,413 3,933,413 8,552,609 8,552,609 Research and development cost 91,607 91,607 184,539 184,539 Total operating expenses 7,009,983 - 7,009,983 14,335,246 - 14,335,246 Income (loss) from operations 1,427,594 (1,779,326 ) (351,732 ) 195,435 295,585 491,020 Other income and (expenses) Loss on sale of assets (32,339 ) (32,339 ) (34,742 ) (34,742 ) Interest expense (62,127 ) (62,127 ) (116,602 ) (116,602 ) Interest income 23,416 23,416 53,856 53,856 Loss on foreign currency exchange transactions (621,887 ) (621,887 ) (1,036,783 ) (1,036,783 ) Other income 6,823 6,823 28,383 28,383 Total other income (expenses) (686,114 ) - (686,114 ) (1,105,888 ) - (1,105,888 ) Net income (loss) before income taxes 741,480 (1,779,326 ) (1,037,846 ) (910,453 ) 295,585 (614,868 ) Income tax provision (338,884 ) (338,884 ) (378,759 ) (378,759 ) Net income (loss) from continuing operations 402,596 (1,779,326 ) (1,376,730 ) (1,289,212 ) 295,585 (993,627 ) Non-controlling interest (1,388,272 ) 596,608 (791,664 ) (1,462,183 ) (98,695 ) (1,560,878 ) Net income (loss) attributable to NetSol $ (985,676 ) $ (1,182,718 ) $ (2,168,394 ) $ (2,751,395 ) $ 196,890 $ (2,554,505 ) Net income (loss) per share: Net income (loss) per common share Basic $ (0.09 ) $ (0.11 ) $ (0.20 ) $ (0.26 ) $ 0.03 $ (0.24 ) Diluted $ (0.09 ) $ (0.11 ) $ (0.20 ) $ (0.26 ) $ 0.03 $ (0.24 ) Weighted average number of shares outstanding Basic 10,877,446 10,877,446 10,877,446 10,783,685 10,783,685 10,783,685 Diluted 10,877,446 10,877,446 10,877,446 10,783,685 10,783,685 10,783,685 For the Three Months Ended December 31, 2016 As Originally Amount of Presented Restatement As Restated Net income (loss) $ (985,676 ) $ (1,182,718 ) $ (2,168,394 ) Other comprehensive income (loss): Translation adjustment (944,837 ) - (944,837 ) Comprehensive income (loss) (1,930,513 ) (1,182,718 ) (3,113,231 ) Comprehensive income (loss) attributable to non-controlling interest (276,575 ) - (276,575 ) Comprehensive income (loss) attributable to NetSol $ (1,653,938 ) $ (1,182,718 ) $ (2,836,656 ) For the Six Months Ended December 31, 2016 As Originally Amount of Presented Restatement As Restated Net income (loss) $ (2,751,395 ) $ 262,469 $ (2,488,926 ) Other comprehensive income (loss): Translation adjustment 149,237 - 149,237 Comprehensive income (loss) (2,602,158 ) 262,469 (2,339,689 ) Comprehensive income (loss) attributable to non-controlling interest 47,138 - 47,138 Comprehensive income (loss) attributable to NetSol $ (2,649,296 ) $ 262,469 $ (2,386,827 ) For the Six Months Ended December 31, 2016 As Originally Amount of Presented Restatement As Restated Cash flows from operating activities: Net income (loss) $ (1,289,212 ) $ 295,585 $ (993,627 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 3,190,218 3,190,218 Provision for bad debts 1,026 1,026 Loss on sale of assets 34,742 34,742 Stock issued for services 1,525,775 1,525,775 Fair market value of warrants and stock options granted 21,804 21,804 Changes in operating assets and liabilities: Accounts receivable 3,678,110 3,678,110 Accounts receivable - related party 829,285 829,285 Revenues in excess of billing (7,219,089 ) (373,406 ) (7,592,495 ) Revenues in excess of billing - related party 285,791 285,791 Other current assets 585,147 585,147 Accounts payable and accrued expenses 334,241 334,241 Unearned revenue (1,908,440 ) 77,821 (1,830,619 ) Net cash used in operating activities 69,398 - 69,398 Cash flows from investing activities: Purchases of property and equipment (1,074,316 ) (1,074,316 ) Sales of property and equipment 181,087 181,087 Purchase of treasury stock (38,885 ) (38,885 ) Investment (705,555 ) (705,555 ) Net cash used in investing activities (1,637,669 ) - (1,637,669 ) Cash flows from financing activities: Proceeds from the exercise of stock options and warrants 429,452 429,452 Proceeds from exercise of subsidiary options 18,089 18,089 Dividend paid by subsidiary to Non controlling interest (968,657 ) (968,657 ) Payments on capital lease obligations and loans - net (69,998 ) (69,998 ) Net cash provided by financing activities (591,114 ) - (591,114 ) Effect of exchange rate changes 107,241 107,241 Net decrease in cash and cash equivalents (2,052,144 ) - (2,052,144 ) Cash and cash equivalents, beginning of the period 11,557,527 11,557,527 Cash and cash equivalents, end of period $ 9,505,383 $ - $ 9,505,383 |