| Schedule of Restated Condensed Consolidated Financial Statements |
The following tables present the restated financial
statements for the quarter ended September 30, 2016.
| |
|
Balance Sheet
As of September 30, 2016
|
|
| |
|
As Originally Presented |
|
|
Amount of Restatement |
|
|
As Restated |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
11,156,437 |
|
|
|
|
|
|
$ |
11,156,437 |
|
| Accounts receivable, net of allowance of $500,853 and $492,498 |
|
|
7,142,255 |
|
|
|
|
|
|
|
7,142,255 |
|
| Accounts receivable, net - related party |
|
|
5,384,573 |
|
|
|
|
|
|
|
5,384,573 |
|
| Revenues in excess of billings |
|
|
13,358,858 |
|
|
|
2,074,911 |
|
|
|
15,433,769 |
|
| Revenues in excess of billings - related party |
|
|
682,049 |
|
|
|
|
|
|
|
682,049 |
|
| Other current assets |
|
|
3,192,425 |
|
|
|
|
|
|
|
3,192,425 |
|
| Total current assets |
|
|
40,916,597 |
|
|
|
2,074,911 |
|
|
|
42,991,508 |
|
| Restricted cash |
|
|
90,000 |
|
|
|
|
|
|
|
90,000 |
|
| Property and equipment, net |
|
|
22,612,752 |
|
|
|
|
|
|
|
22,612,752 |
|
| Other assets |
|
|
1,604,731 |
|
|
|
|
|
|
|
1,604,731 |
|
| Intangible assets, net |
|
|
19,326,259 |
|
|
|
|
|
|
|
19,326,259 |
|
| Goodwill |
|
|
9,516,568 |
|
|
|
|
|
|
|
9,516,568 |
|
| Total assets |
|
$ |
94,066,907 |
|
|
$ |
2,074,911 |
|
|
$ |
96,141,818 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
6,389,128 |
|
|
|
|
|
|
$ |
6,389,128 |
|
| Current portion of loans and obligations under capitalized leases |
|
|
4,408,173 |
|
|
|
|
|
|
|
4,408,173 |
|
| Unearned revenues |
|
|
4,419,692 |
|
|
|
|
|
|
|
4,419,692 |
|
| Common stock to be issued |
|
|
88,324 |
|
|
|
|
|
|
|
88,324 |
|
| Total current liabilities |
|
|
15,305,317 |
|
|
|
- |
|
|
|
15,305,317 |
|
| Long term loans and obligations under capitalized leases; less current maturities |
|
|
539,859 |
|
|
|
|
|
|
|
539,859 |
|
| Total liabilities |
|
|
15,845,176 |
|
|
|
- |
|
|
|
15,845,176 |
|
| Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, $.01 par value; 500,000 shares authorized; |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Common stock, $.01 par value; 14,500,000 shares authorized; 10,882,281 shares issued and 10,855,002 outstanding as of September 30, 2016 and 10,713,372 shares issued and 10,686,093 outstanding as of June 30, 2016 |
|
|
108,823 |
|
|
|
|
|
|
|
108,823 |
|
| Additional paid-in-capital |
|
|
122,367,231 |
|
|
|
|
|
|
|
122,367,231 |
|
| Treasury stock (27,279 shares) |
|
|
(415,425 |
) |
|
|
|
|
|
|
(415,425 |
) |
| Accumulated deficit |
|
|
(39,089,079 |
) |
|
|
1,379,608 |
|
|
|
(37,709,471 |
) |
| Stock subscription receivable |
|
|
(602,811 |
) |
|
|
|
|
|
|
(602,811 |
) |
| Other comprehensive loss |
|
|
(17,960,133 |
) |
|
|
|
|
|
|
(17,960,133 |
) |
| Total NetSol stockholders’ equity |
|
|
64,408,606 |
|
|
|
1,379,608 |
|
|
|
65,788,214 |
|
| Non-controlling interest |
|
|
13,813,125 |
|
|
|
695,303 |
|
|
|
14,508,428 |
|
| Total stockholders’ equity |
|
|
78,221,731 |
|
|
|
2,074,911 |
|
|
|
80,296,642 |
|
| Total liabilities and stockholders’ equity |
|
$ |
94,066,907 |
|
|
$ |
2,074,911 |
|
|
$ |
96,141,818 |
|
| |
|
For the Three Months |
|
| |
|
Ended September 30, 2016 |
|
| |
|
As Originally |
|
|
Amount of |
|
|
|
|
| |
|
Presented |
|
|
Restatement |
|
|
As Restated |
|
| Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| License fees |
|
$ |
3,499,860 |
|
|
$ |
1,953,935 |
|
|
$ |
5,453,795 |
|
| Maintenance fees |
|
|
3,402,821 |
|
|
|
120,976 |
|
|
|
3,523,797 |
|
| Services |
|
|
5,806,717 |
|
|
|
|
|
|
|
5,806,717 |
|
| License fees - related party |
|
|
246,957 |
|
|
|
|
|
|
|
246,957 |
|
| Maintenance fees - related party |
|
|
130,631 |
|
|
|
|
|
|
|
130,631 |
|
| Services - related party |
|
|
1,914,572 |
|
|
|
|
|
|
|
1,914,572 |
|
| Total net revenues |
|
|
15,001,558 |
|
|
|
2,074,911 |
|
|
|
17,076,469 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries and consultants |
|
|
5,893,349 |
|
|
|
|
|
|
|
5,893,349 |
|
| Travel |
|
|
711,895 |
|
|
|
|
|
|
|
711,895 |
|
| Depreciation and amortization |
|
|
1,330,872 |
|
|
|
|
|
|
|
1,330,872 |
|
| Other |
|
|
972,338 |
|
|
|
|
|
|
|
972,338 |
|
| Total cost of revenues |
|
|
8,908,454 |
|
|
|
- |
|
|
|
8,908,454 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
6,093,104 |
|
|
|
2,074,911 |
|
|
|
8,168,015 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Selling and marketing |
|
|
2,411,136 |
|
|
|
|
|
|
|
2,411,136 |
|
| Depreciation and amortization |
|
|
269,097 |
|
|
|
|
|
|
|
269,097 |
|
| General and administrative |
|
|
4,552,098 |
|
|
|
|
|
|
|
4,552,098 |
|
| Research and development cost |
|
|
92,932 |
|
|
|
|
|
|
|
92,932 |
|
| Total operating expenses |
|
|
7,325,263 |
|
|
|
- |
|
|
|
7,325,263 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) from operations |
|
|
(1,232,159 |
) |
|
|
2,074,911 |
|
|
|
842,752 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other income and (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss on sale of assets |
|
|
(2,403 |
) |
|
|
|
|
|
|
(2,403 |
) |
| Interest expense |
|
|
(54,475 |
) |
|
|
|
|
|
|
(54,475 |
) |
| Interest income |
|
|
30,440 |
|
|
|
|
|
|
|
30,440 |
|
| Loss on foreign currency exchange transactions |
|
|
(414,896 |
) |
|
|
|
|
|
|
(414,896 |
) |
| Other income |
|
|
21,560 |
|
|
|
|
|
|
|
21,560 |
|
| Total other income (expenses) |
|
|
(419,774 |
) |
|
|
- |
|
|
|
(419,774 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) before income taxes |
|
|
(1,651,933 |
) |
|
|
2,074,911 |
|
|
|
422,978 |
|
| Income tax provision |
|
|
(39,875 |
) |
|
|
|
|
|
|
(39,875 |
) |
| Net income (loss) |
|
|
(1,691,808 |
) |
|
|
2,074,911 |
|
|
|
383,103 |
|
| Non-controlling interest |
|
|
(73,911 |
) |
|
|
(695,303 |
) |
|
|
(769,214 |
) |
| Net income (loss) attributable to NetSol |
|
$ |
(1,765,719 |
) |
|
$ |
1,379,608 |
|
|
$ |
(386,111 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.17 |
) |
|
$ |
0.14 |
|
|
$ |
(0.04 |
) |
| Diluted |
|
$ |
(0.17 |
) |
|
$ |
0.14 |
|
|
$ |
(0.04 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
10,697,425 |
|
|
|
10,697,425 |
|
|
|
10,697,425 |
|
| Diluted |
|
|
10,697,425 |
|
|
|
10,697,425 |
|
|
|
10,697,425 |
|
| |
|
For the Three Months |
|
| |
|
Ended September 30, 2016 |
|
| |
|
As Originally |
|
|
Amount of |
|
|
|
|
| |
|
Presented |
|
|
Restatement |
|
|
As Restated |
|
| Net income (loss) |
|
$ |
(1,765,719 |
) |
|
$ |
1,379,608 |
|
|
$ |
(386,111 |
) |
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Translation adjustment |
|
|
1,094,074 |
|
|
|
- |
|
|
|
1,094,074 |
|
| Comprehensive income (loss) |
|
|
(671,645 |
) |
|
|
1,379,608 |
|
|
|
707,963 |
|
| Comprehensive income (loss) attributable to non-controlling interest |
|
|
323,713 |
|
|
|
- |
|
|
|
323,713 |
|
| Comprehensive income (loss) attributable to NetSol |
|
$ |
(995,358 |
) |
|
$ |
1,379,608 |
|
|
$ |
384,250 |
|
| |
|
For the Three Months |
|
| |
|
Ended September 30, 2016 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
As Originally |
|
|
Amount of |
|
|
|
|
| |
|
Presented |
|
|
Restatement |
|
|
As Restated |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
(1,691,808 |
) |
|
$ |
2,074,911 |
|
|
$ |
383,103 |
|
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
1,599,969 |
|
|
|
|
|
|
|
1,599,969 |
|
| Loss on sale of assets |
|
|
2,403 |
|
|
|
|
|
|
|
2,403 |
|
| Stock issued for services |
|
|
865,456 |
|
|
|
|
|
|
|
865,456 |
|
| Fair market value of warrants and stock options granted |
|
|
21,804 |
|
|
|
|
|
|
|
21,804 |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
2,336,894 |
|
|
|
|
|
|
|
2,336,894 |
|
| Accounts receivable - related party |
|
|
121,800 |
|
|
|
|
|
|
|
121,800 |
|
| Revenues in excess of billing |
|
|
(2,746,917 |
) |
|
|
(2,074,911 |
) |
|
|
(4,821,828 |
) |
| Revenues in excess of billing - related party |
|
|
93,208 |
|
|
|
|
|
|
|
93,208 |
|
| Other current assets |
|
|
306,339 |
|
|
|
|
|
|
|
306,339 |
|
| Accounts payable and accrued expenses |
|
|
(780,569 |
) |
|
|
|
|
|
|
(780,569 |
) |
| Unearned revenue |
|
|
(346,108 |
) |
|
|
|
|
|
|
(346,108 |
) |
| Net cash used in operating activities |
|
|
(217,529 |
) |
|
|
- |
|
|
|
(217,529 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Purchases of property and equipment |
|
|
(554,873 |
) |
|
|
|
|
|
|
(554,873 |
) |
| Sales of property and equipment |
|
|
151,818 |
|
|
|
|
|
|
|
151,818 |
|
| Investment |
|
|
(555,555 |
) |
|
|
|
|
|
|
(555,555 |
) |
| Net cash used in investing activities |
|
|
(958,610 |
) |
|
|
- |
|
|
|
(958,610 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from the exercise of stock options and warrants |
|
|
276,861 |
|
|
|
|
|
|
|
276,861 |
|
| Proceeds from exercise of subsidiary options |
|
|
14,013 |
|
|
|
|
|
|
|
14,013 |
|
| Payments on capital lease obligations and loans - net |
|
|
(49,117 |
) |
|
|
|
|
|
|
(49,117 |
) |
| Net cash provided by financing activities |
|
|
241,757 |
|
|
|
- |
|
|
|
241,757 |
|
| Effect of exchange rate changes |
|
|
533,292 |
|
|
|
|
|
|
|
533,292 |
|
| Net decrease in cash and cash equivalents |
|
|
(401,090 |
) |
|
|
- |
|
|
|
(401,090 |
) |
| Cash and cash equivalents, beginning of the period |
|
|
11,557,527 |
|
|
|
|
|
|
|
11,557,527 |
|
| Cash and cash equivalents, end of period |
|
$ |
11,156,437 |
|
|
$ |
- |
|
|
$ |
11,156,437 |
|
|