AP NEWS

NETSOL Technologies Reports Fiscal Third Quarter 2018 Financial Results

May 14, 2018

CALABASAS, Calif., May 14, 2018 (GLOBE NEWSWIRE) -- NETSOL Technologies, Inc. (NASDAQ:NTWK), a global business services and enterprise application solutions provider, reported results for the fiscal third quarter ended March 31, 2018.

Operational Highlights

-- Reported quarterly cost savings of $1.8 million mostly tied to cost rationalization initiatives, bringing total savings to $6.2 million and with an anticipated reduction of at least $7.0 million through fiscal 2018. -- Signed a contract with a top tier multi-finance company in Indonesia to implement NFS Ascent’s suite of digital apps valued at approximately $3.0 million. -- Generated close to $2.0 million through successful implementation of change requests from various customers with expected year-over-year growth of up to 15% in this area thanks to increasing customer demand for greater complexity and customization. -- Sold additional legacy licenses valued at $1.0 million to a current Chinese customer due to the increase in its business. -- Received “Auto Finance Software System Leading Enterprise Award,” which acknowledges the top software solutions company within the auto finance sector in China.

Fiscal Third Quarter 2018 Financial ResultsTotal net revenues for the third quarter of fiscal 2018 were $17.0 million, compared with $17.9 million in the prior year period. The decrease in total net revenues was primarily due to lower license fees of $3.1 million, which was offset by an increase in services revenue of $2.0 million.

-- Total license fees were $2.6 million, compared with $5.7 million in the prior year period. -- Total maintenance fees were $3.8 million, compared with $3.6 million in the prior year period. -- Total services revenues were $10.6 million, compared with $8.6 million in the prior year period.

Gross profit for the third quarter of fiscal 2018 was $9.2 million (or 53.9% of net revenues), compared to $9.0 million (or 50.1% of net revenues) in the third quarter of fiscal 2017. The increase in gross profit as a percentage of net revenues was primarily due to a $1.1 million decrease in cost of revenues for the quarter. The decrease in cost of revenues was primarily due to a decrease in salaries and consultants, travel and depreciation.

Operating expenses for the third quarter of fiscal 2018 decreased 10% to $6.4 million (or 37.8% of net revenues) from $7.2 million (or 39.9% of net revenues) for the third quarter of fiscal 2017. The decrease in operating expenses was primarily due to decreases in selling and marketing expenses, professional services, general and administrative expenses and depreciation.

GAAP net income attributable to NETSOL for the third quarter of fiscal 2018 totaled $2.9 million or $0.25 per diluted share, an improvement from net income of $700,000 or $0.06 per diluted share in the third quarter of fiscal 2017.

Non-GAAP adjusted EBITDA for the third quarter of fiscal 2018 totaled $4.3 million or $0.39 per diluted share, an improvement from $2.0 million or $0.18 per diluted share in the third quarter of fiscal 2017 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).

At March 31, 2018, cash and cash equivalents were $12.7 million, an increase from $10.0 million at the end of the prior quarter.

Stock Repurchase ProgramOn February 27, 2018, NETSOL’s board of directors approved a stock repurchase program that authorized potential repurchases of up to 500,000 shares of its common stock through June 30, 2018. Under the program, the company may repurchase its common stock in the open market from time-to-time, in amounts, at prices, and at such times as the company deems appropriate, subject to market conditions and federal and state laws governing such transactions. NETSOL expects to fund the repurchase with its existing cash balance and cash generated from operations. During the quarter, the company has repurchased 31,799 shares of its common stock at an aggregate value of $149,694.

Management Commentary”In the fiscal third quarter, we continued to improve our bottom line results and generated a solid amount of business through new wins as well as increased customization requests from longstanding customers,” said NETSOL Co-Founder, Chairman and Chief Executive Officer Najeeb Ghauri. “While we are working diligently to advance some of the more significant deals within our expanded pipeline, we were still able to produce our second consecutive quarter of profitability thanks greatly to the outperformance of our ongoing cost reduction initiatives, which we are now projecting to result in at least $7 million of savings in fiscal 2018 alone. These initiatives have not only optimized our cost structure, but also created more headroom and capability to scale our business, which we believe can support a significant more amount of revenue without requiring meaningful incremental investment to support it.

“As we close out the balance of the fiscal year, we are increasingly motivated to capitalize on the greater opportunities in front of us despite the extended sales cycles our industry now faces. In the meantime, we will continue to devote the rest of our efforts to the areas where we have ability to directly impact and control our results. The renewal of our stock repurchase program is one such example that also reflects the sustained confidence and belief our leadership has in NETSOL’s future. In all, our focus remains, as ever, on generating long-term, sustainable value for our shareholders.”

Sales Outlook“NETSOL continues to receive new RFP’s and is tracking several promising opportunities, which we expect to ultimately result in positive outcomes,” added President and Head of Sales Naeem Ghauri. “The Ascent platform has garnered strong traction, mainly with the tier one auto and asset captive finance companies in our major APAC markets. With more intelligence, sophistication and automation into the front office along with its unique toolset in the back office, Ascent remains the superior choice in its field. Moving forward, our pipeline remains very healthy, and we are looking forward to capitalizing on the more mature sales opportunities that will be reaching the finishing line in the near future.”

Conference CallNETSOL Technologies management will hold a conference call today (May 14, 2018) 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: 1-877-407-0789International 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 Liolios Group 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 12:00 p.m. Eastern time on the same day through May 28, 2018.

Toll-free replay number: 1-844-512-2921International replay number: 1-412-317-6671Replay ID: 13678643

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 are 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 StatementsCertain 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 the benefit of certain cost savings undertaken in the past fiscal year, 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 MeasuresThe 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. Beginning with the fourth quarter of fiscal 2016, NETSOL has revised its calculation of Adjusted EBITDA to exclude the portion of Adjusted EBITDA that is attributable to its subsidiaries that have a minority interest.

Investor Relations Contact:

Matt Glover and Tom ColtonLiolios Group, Inc.949-574-3860 investors@netsoltech.com

NETSOL Technologies, Inc. and SubsidiariesSchedule 1: Consolidated Balance Sheets

As of March As of June 31, 30, ASSETS 2018 2017 ------------- - ------------ - Current assets: Cash and cash equivalents $ 12,711,983 $ 14,172,954 Accounts receivable, net of allowance of $333,301 and $571,511 22,874,866 6,583,199 Accounts receivable, net - related party 3,412,346 1,644,942 Revenues in excess of billings 15,286,835 19,126,389 Revenues in excess of billings - related party 153,135 80,705 Convertible note receivable - related party 750,000 200,000 Other current assets 3,104,916 2,463,886 ------------ - Total current assets 58,294,081 44,272,075 Restricted cash - 90,000 Revenues in excess of billings, net - long term 1,752,554 5,173,538 Property and equipment, net 17,526,227 20,370,703 Other assets 3,279,468 3,211,295 Intangible assets, net 13,533,620 17,043,151 Goodwill 9,516,568 9,516,568 ------------- - ------------ - Total assets $ 103,902,518 $ 99,677,330 - ----------- - - ---------- - LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 7,765,645 $ 6,880,194 Current portion of loans and obligations under capitalized leases 9,099,822 10,222,795 Unearned revenues 7,841,096 3,925,702 Common stock to be issued 88,324 88,324 Total current liabilities 24,794,887 21,117,015 Loans and obligations under capitalized leases;less current maturities 296,211 366,762 Total liabilities 25,091,098 21,483,777 Commitments and contingencies Stockholders’ equity: Preferred stock, $.01 par value; 500,000 shares authorized; - - Common stock, $.01 par value; 14,500,000 shares authorized; 11,457,673 shares issued and 11,251,820 outstanding as of March 31, 2018 and 11,225,385 shares issued and 11,190,606 outstanding as of June 30, 2017 114,577 112,254 Additional paid-in-capital 125,733,973 124,409,998 Treasury stock (At cost, 205,853 shares and 34,779 shares as of March 31, 2018 and June 30, 2017, respectively) (1,205,024 ) (454,310 ) Accumulated deficit (39,172,022 ) (42,301,390 ) Stock subscription receivable (221,000 ) (297,511 ) Other comprehensive loss (22,005,245 ) (18,074,570 ) Total NetSol stockholders’ equity 63,245,259 63,394,471 Non-controlling interest 15,566,161 14,799,082 ------------ - Total stockholders’ equity 78,811,420 78,193,553 ------------- - ------------ - Total liabilities and stockholders’ equity $ 103,902,518 $ 99,677,330 - ----------- - - ---------- -

NETSOL Technologies, Inc. and SubsidiariesSchedule 2: Consolidated Statement of Operations

For the Three Months For the Nine Months Ended March 31, Ended March 31, -------------------------- - --------------------------- - 2018 2017 2018 2017 ----------- - ----------- - ----------- - ------------ - Net Revenues: License fees $ 2,648,870 $ 5,730,222 $ 3,210,868 $ 14,953,574 Maintenance fees 3,659,998 3,538,996 10,702,171 10,651,692 Services 9,345,210 6,669,309 25,450,138 18,844,602 License fees - related party - - 261,513 246,957 Maintenance fees - related party 105,325 51,698 309,539 233,674 Services - related party 1,284,417 1,959,095 4,374,802 5,954,076 Total net revenues 17,043,820 17,949,320 44,309,031 50,884,575 Cost of revenues: Salaries and consultants 5,418,067 6,161,110 16,244,319 18,034,263 Travel 425,060 764,867 1,226,073 2,313,002 Depreciation and amortization 1,127,077 1,340,188 3,468,293 3,989,824 Other 880,897 686,950 2,677,465 2,725,015 Total cost of revenues 7,851,101 8,953,115 23,616,150 27,062,104 Gross profit 9,192,719 8,996,205 20,692,881 23,822,471 Operating expenses: Selling and marketing 1,962,402 2,439,948 5,605,838 7,497,464 Depreciation and amortization 231,308 284,642 699,966 825,224 Provision for bad debts - - - - General and administrative 4,048,271 4,329,798 11,862,535 12,882,407 Research and development cost 197,643 101,193 572,619 285,732 Total operating expenses 6,439,624 7,155,581 18,740,958 21,490,827 Income from operations 2,753,095 1,840,624 1,951,923 2,331,644 Other income and (expenses) Gain (loss) on sale of assets 40,537 1,647 24,468 (33,095 ) Interest expense (102,522 ) (60,357 ) (330,268 ) (176,959 ) Interest income 142,356 27,229 394,837 81,085 Gain (loss) on foreign currency exchange 2,550,394 390,897 5,304,723 (645,886 ) transactions Share of net loss from equity investment (263,678 ) - (534,576 ) - Other income (expense) 314 (219 ) 15,924 28,164 Total other income (expenses) 2,367,401 359,197 4,875,108 (746,691 ) Net income before income taxes 5,120,496 2,199,821 6,827,031 1,584,953 Income tax provision (261,182 ) (61,604 ) (486,980 ) (440,363 ) Net income 4,859,314 2,138,217 6,340,051 1,144,590 Non-controlling interest (1,994,869 ) (1,438,249 ) (3,210,683 ) (2,999,127 ) Net income (loss) attributable to NetSol $ 2,864,445 $ 699,968 $ 3,129,368 $ (1,854,537 ) - --------- - - --------- - - --------- - - ---------- - Net income (loss) per share: Net income (loss) per common share Basic $ 0.26 $ 0.06 $ 0.28 $ (0.17 ) Diluted $ 0.25 $ 0.06 $ 0.28 $ (0.17 ) Weighted average number of shares outstanding Basic 11,190,048 10,987,214 11,118,529 10,850,538 ----------- - ----------- - ----------- - ------------ - Diluted 11,268,842 11,121,620 11,152,365 10,850,538 ----------- - ----------- - ----------- - ------------ -

NETSOL Technologies, Inc. and SubsidiariesSchedule 3: Consolidated Statement of Cash Flows

For the Nine Months Ended March 31, --------------------------- - 2018 2017 ------------ - ----------- - Cash flows from operating activities: Net income $ 6,340,051 $ 1,144,590 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,168,259 4,815,048 Provision for bad debts - 732 Share of net loss from investment under equity method 534,576 - (Gain) loss on sale of assets (24,468 ) 33,095 Stock based compensation 1,281,763 1,998,968 Fair market value of warrants and stock options granted - 26,956 Changes in operating assets and liabilities: Accounts receivable (17,848,921 ) (649,776 ) Accounts receivable - related party (2,634,063 ) 405,009 Revenues in excess of billing 5,904,161 (10,388,695 ) Revenues in excess of billing - related party (85,743 ) 553,767 Other current assets (796,126 ) 419,704 Accounts payable and accrued expenses 1,139,509 337,890 Unearned revenue 4,273,007 (715,880 ) Net cash provided by (used in) operating activities 2,252,005 (2,018,592 ) Cash flows from investing activities: Purchases of property and equipment (1,107,732 ) (1,315,922 ) Sales of property and equipment 348,762 149,430 Convertible note receivable - related party (550,000 ) - Investment in WRLD3D (50,000 ) (905,555 ) Purchase of subsidiary shares from open market (33,987 ) - Net cash used in investing activities (1,392,957 ) (2,072,047 ) Cash flows from financing activities: Proceeds from the exercise of stock options and warrants 215,311 785,479 Proceeds from exercise of subsidiary options 10,349 54,377 Restricted cash 90,000 - Purchase of treasury stock (750,714 ) (38,885 ) Dividend paid by subsidiary to non-controlling interest (417,853 ) (968,657 ) Proceeds from bank loans 696,936 1,484,162 Payments on capital lease obligations and loans - net (961,901 ) (251,040 ) Net cash provided by (used in) financing activities (1,117,872 ) 1,065,436 Effect of exchange rate changes (1,202,147 ) (82,209 ) Net decrease in cash and cash equivalents (1,460,971 ) (3,107,412 ) Cash and cash equivalents at beginning of the period 14,172,954 11,557,527 Cash and cash equivalents at end of period $ 12,711,983 $ 8,450,115 - ---------- - - --------- -

NETSOL Technologies, Inc. and SubsidiariesSchedule 4: Reconciliation to GAAP

Three Three Nine Months Nine Months Months Months Ended Ended Ended Ended March 31, March 31, March 31, March 31, 2018 2017 2018 2017 ----------- - ----------- - Net Income (loss) before preferred dividend, per $ 2,864,445 $ 699,968 $ 3,129,368 $ (1,854,537 ) GAAP Non-controlling interest 1,994,869 1,438,249 3,210,683 2,999,127 Income taxes 261,182 61,604 486,980 440,363 Depreciation and amortization 1,358,385 1,624,830 4,168,259 4,815,048 Interest expense 102,522 60,357 330,268 176,959 Interest (income) (142,356 ) (27,229 ) (394,837 ) (81,085 ) EBITDA $ 6,439,047 $ 3,857,779 $ 10,930,721 $ 6,495,875 Add back: Non-cash stock-based compensation 448,233 478,345 - 1,281,763 2,025,924 Adjusted EBITDA, gross $ 6,887,280 $ 4,336,124 $ 12,212,484 $ 8,521,799 Less non-controlling interest (a) (2,540,702 ) (2,317,246 ) (4,804,869 ) (5,501,218 ) Adjusted EBITDA, net $ 4,346,578 $ 2,018,878 $ 7,407,615 $ 3,020,581 - --------- - - --------- - - ---------- - - ---------- - Weighted Average number of shares outstanding Basic 11,190,048 10,987,214 11,118,529 10,850,538 Diluted 11,268,842 11,121,620 11,152,365 10,984,944 ----------- - ----------- - ------------ - ------------ - Basic adjusted EBITDA $ 0.39 $ 0.18 $ 0.67 $ 0.28 - --------- - - --------- - - ---------- - - ---------- - Diluted adjusted EBITDA $ 0.39 $ 0.18 $ 0.66 $ 0.27 - --------- - - --------- - - ---------- - - ---------- - (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 $ 1,994,869 $ 1,438,249 $ 3,210,683 $ 2,999,127 interest Income Taxes 65,798 36,569 106,221 74,350 Depreciation and amortization 449,828 790,065 1,382,148 2,346,603 Interest expense 31,865 9,416 105,400 40,749 Interest (income) (43,702 ) (31,715 ) (125,777 ) (83,112 ) EBITDA $ 2,498,658 $ 2,242,584 $ 4,678,675 $ 5,377,717 Add back: Non-cash stock-based compensation 42,044 74,662 126,194 123,501 Adjusted EBITDA of non-controlling interest $ 2,540,702 $ 2,317,246 $ 4,804,869 $ 5,501,218 - --------- - - --------- - - ---------- - - ---------- -

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