| Schedule of Restated Condensed Consolidated Financial Statements |
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 |
|
|