News Column

NETSOL TECHNOLOGIES INC - 10-Q - Management's Discussion and Analysis of Plan of Operation

May 14, 2014

The following discussion is intended to assist in an understanding of the Company's financial position and results of operations for the quarter ending March 31, 2014.

Forward-Looking Information This report contains certain forward-looking statements and information relating to the Company that is based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan", and similar expressions as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management's current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The Company's realization of its business aims could be materially and adversely affected by any technical or other problems in, or difficulties with, planned funding and technologies, third party technologies which render the Company's technologies obsolete, the unavailability of required third party technology licenses on commercially reasonable terms, the loss of key research and development personnel, the inability or failure to recruit and retain qualified research and development personnel, or the adoption of technology standards which are different from technologies around which the Company's business ultimately is built. The Company does not intend to update these forward-looking statements. NetSol Technologies, Inc. (NasdaqCM: NTWK) is a worldwide provider of IT and enterprise application solutions. NetSol Technologies, Inc. executes its mission of focusing technology on the operational needs of its clients. NetSol's services and solutions enable businesses to streamline their operations and compete more effectively. NetSol global operation is broken down into three regions: North America, Europe and Asia Pacific. All of the subsidiaries are seamlessly integrated to function effectively in terms of global delivery capabilities, cross selling to multinational captives' finance companies, centralized marketing organization and a network of employees connected across the globe to support local and global customers and partners. NetSol's clients include Dow-Jones 30 Industrials and Fortune 500 manufacturers and financial institutions, global vehicle manufacturers, and enterprise technology providers, all of which are serviced by NetSol delivery locations across the globe. Founded in 1997, NetSol is headquartered in Calabasas, California. While the Company follows a global strategy for sales and delivery of its portfolio of solutions and services, it continues to maintain regional offices in the San Francisco Bay Area, for North America; the London Metropolitan area for Europe; and Bangkok, Thailand, Beijing, China and Lahore, Pakistan for Asia Pacific. The Company continues to maintain services, solutions and/or sales specific offices in Australia, China, Pakistan, Thailand, the United Kingdom, the United States, and through alliances in the Kingdom of Saudi Arabia and Japan. In today's highly competitive marketplace, business executives with labor or services-centric budgetary responsibilities are not just encouraged but, in fact, obliged to engage in "Make or Buy" decision process when contemplating how to support and staff new development, testing, services support and delivery activities. The Company business offerings are aligned as a BestShoring® solutions strategy. Simply defined, BestShoring® is NetSol Technologies' ability to draw upon its global resource base and construct the best possible solution and price for each and every customer. Unlike traditional outsourcing offshore vendors, NetSol draws upon an international workforce and delivery capability to ensure a "BestShoring® delivers BestSolution™" approach. NetSol combines domain expertise with competitive cost blended rates from its "center of excellence" delivery center in Pakistan and other global centers located in the USA, UK, Thailand and China, Our model also provides localized programs in key markets and project management while minimizing any implementation risk associated with a single service center. Our BestShoring® approach, which we consider a unique and cost effective global development model, is leading the way, providing value added solutions for Global Business Services™ through a win-win partnership, rather than the traditional outsourced vendor framework. Our global locations provide NetSol customers with the optimum balance of subject matter expertise, in-depth domain experience, and cost effective labor, all merged into a scalable solution. In this way, "BestShoring® delivers BestSolution™". Page 22

-------------------------------------------------------------------------------- Information technology services are valuable only if they fulfill the business strategy and project objectives set forth by the customer. NetSol's expert consultants have the technical knowledge and business experience to ensure the optimization of the development process in alignment with basic business principles. The Company offers a broad array of professional services to clients in the global commercial markets and specializes in the application of advanced and complex IT enterprise solutions to achieve its customers' strategic objectives. Its service offerings include IT consulting and services, business intelligence, information security, independent system review, outsourcing services and software process improvement consulting, maintenance and support of existing systems, and project management. In addition to services, our product offerings are fashioned to provide a Best Product for Best Solution model. Our offerings include our flagship global solution, NetSol Financial Suite (NFS™). NFS™, a robust suite of five software applications, is an end-to-end solution for the lease and finance industry covering the complete leasing and finance cycle starting from quotation origination through end of contract. The five software applications under NFS™ have been designed and developed for a highly flexible setting and are capable of dealing with multinational, multi-company, multi-asset, multi-lingual, multi-distributor and multi-manufacturer environments. Each application is a complete system in itself and can be used independently to address specific sub-domains of the leasing/financing cycle. On October 24, NetSol announced the introduction and global release of NFS Ascent™, the Company's next generation platform, offering the most technologically advanced solution for the auto and equipment finance and leasing industry. NFS Ascent™'s architecture and user interfaces were designed based on the company's collective experience with global Fortune 500 companies over the past 30 years. The platform's framework allows auto captive and asset finance companies to rapidly transform legacy dependent information technology into a state-of-the-art IT and business process environment. At the core of the NFS Ascent™ platform is a lease accounting and contract processing engine, which allows for an array of interest calculation methods, as well as robust accounting of multi-billion dollar lease portfolios under various types of generally accepted accounting principles (GAAP), as well as international financial reporting standards (IFRS). NFS Ascent™, with its distributed and clustered deployment across parallel application and high volume data servers, enables finance companies to process voluminous data in a hyper speed environment. Page 23 -------------------------------------------------------------------------------- NFS Ascent™ has been developed using the latest tools and technologies and its n-tier SOA architecture allows the system to dramatically improve in various areas like scalability, performance, fault tolerance and security to name a few. We are excited about the transition from NFS™ to NFS Ascent™ for the following reasons:



· Improvement in overall productivity throughout the delivery organization:

o The new architecture and design of the system allows the delivery team to

deliver more with less i.e. deliver more projects in a given financial year

thereby increasing the revenue generation capacity of our organization.

o The modules like Business Process Manager, Workflow Engine and Business Rule

Engine will provide flexibility to our clients allowing them to configure

certain parts of the application themselves rather than requesting for customization.



o The powerful NFS Ascent™ platform and the SOA architecture allow us to develop

portals and mobile applications rather quickly by utilizing our existing

services. Integration with other systems will also be very easy and quick as

we can expose our services to the external world for consumption.

o The n-tier architecture allows us to better distribute the tasks among various

team members and because of the loose coupling between various modules and

layers, the risk of regression in other parts of the system as a result of

changes made in one part of the system is reduced tremendously.

· Improvement in talent acquisition and retention:

o Because NFS Ascent™ has been developed using the latest technologies and tools

available in the market, it is helping us in attracting the top engineers and

keeping them motivated compared to when we had to hire people for older technologies.



· Better customer satisfaction:

o As a result of the powerful NFS Ascent™ platform and improvement in the talent

acquisition and retention, the quality of our deliverables has increased.

NFS™ also includes LeasePak. LeasePak provides the leasing technology industry with the development of Web-enabled and Web-based tools to deliver superior customer service, reduce operating costs, streamline the lease management lifecycle, and support collaboration with origination channel and asset partners. LeasePak can be configured to run on HP-UX, SUN/Solaris or Linux, as well as for Oracle and Sybase users. In terms of scalability, NetSol Technologies Americas offers the basic solutions as well as a collection of highly specialized add on modules for systems, portfolios and accrual methods for virtually all sizes and complexities of operations. These solutions provide the equipment and vehicle leasing infrastructure at leading Fortune 500 banks and manufacturers, as well as for some of the industry's leading independent lessors. The following discussion is intended to assist in an understanding of NetSol's financial position and results of operations for the nine months ended March 31, 2014. It should be read together with our condensed consolidated financial statements and related notes included herein.



A few of NetSol's major successes achieved in the first nine months of fiscal year 2014 were:

· Implementation of NetSol's mPOS (mobile point of sale) solution by a global

luxury car manufacturer across its dealer network in China. Subsequent

implementations in other markets are also being planned as per the agreement

between NetSol and the customer.

· Launch of NetSol's mobility products, which optimize productivity and improve

the responsiveness of global sales teams. The applications seamlessly

integrates with NFS™.

· The appointment of Roger K. Almond as the Company's Chief Financial Officer and

Boo Ali Siddiqui, the Company's former Chief Financial Officer, as the PK

subsidiary CFO and the Company's Chief Accounting Officer.

· NetSol PK signed an agreement to implement NFS™ at a leading auto captive

finance company in China.

· NetSol Technologies was awarded "First Rate and Best Selling Leasing and

Finance Solution" at this year's China Leasing Summit for its flagship product,

NetSol Financial Suite.

· NTE and VLS developed a Business Process Outsource service to address the

broker market for own book management. In collaboration with funders, the

service will form part of the funding approval sanction, which will generate a

significant increase in sales opportunities.

· VLS signed new contracts with Investec and another European bank for providing

due diligence and audit services.

· NTE concluded two license upgrades of its product LeaseSoft.

The success of the Company, in the near term, will depend, in large part, on the Company's ability to: (a) continue to grow revenues and improve profits; (b) adequately capitalize for growth in various markets and verticals; (c) make progress in the North American markets and, (d) continue to streamline sales and marketing efforts in every market we operate. However, management's outlook for the continuing operations, which has been consolidated and has been streamlined, remains optimistic.



Marketing and Business Development Activities

Management has developed, and the board of directors has ratified, an aggressive 3-5 year growth strategy aimed at increasing competitiveness and financial strength.

A focus of the marketing plan centers on the Global Launch of NFS Ascent™, the next generation of NFS™ that the company has been developing for nearly four years. Announced on October 24, 2013, NetSol has commenced a soft, regional launch with selected customers in Asia Pacific to test the readiness for the global markets. A formal launch of the global marketing plan is expected for all of our key markets of North America, Europe and Asia Pacific. This plan is designed to:



· Achieve double digit revenue growth for the next 5 years once NFS Ascent™ takes

off

· Achieve 50% to 55% gross margins in 2015 and maintain 60% or better for the

next three years

· Ramp up license revenues for NFS Ascent™

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The plan contemplates the following enhanced activities and initiatives to accomplish these goals:

· Grow delivery and sales capacity in APAC and the USA from approximately 600

NFS™ domain experts to over 1,000 within 18 months.

· Continue to build the delivery capacity. NetSol has hired over 275 new

personnel during fiscal year 2014 so as to train and develop them to meet the

long term growth outlook. This activity will continue until an optimum level of

1,000 NFS domain experts is achieved. Currently we have 704 employees dedicated

solely to NFS Ascent™.

· Continue to advance infrastructure and systems in Lahore and Bangkok.

· Strengthen the NetSol brand in the Americas and penetration in APAC markets

such as China, Europe, Thailand, Indonesia, Australia and South Africa.

· Hire and retain the best available talent to develop the next line of managers

for our growing demand.

· Develop the sales and delivery capabilities for the Americas markets, in

particular the growth in the US auto and banking sectors. A shift in revenue

contribution from the Americas market would improve both gross and net

operating margins due to the volume and size of US contracts

· Further position NetSol to deliver and support the new growth and technology

dimensions in IT services, maintenance, mobile apps and cloud based solutions.

Management continues to be focused on scaling up its delivery capability and has achieved key milestones in that respect. Key projects are being delivered on time and on budget, quality initiatives are succeeding, especially in maturing internal processes. CMMI level companies are reassessed every three years by independent consultants under the standards of the Carnegie Mellon University to maintain its CMMI Level 5 quality certification. As required, NetSol was reassessed in 2010 and was successfully recertified as CMMI Level 5. While we believe this quality certification will be renewed, our current reassessment due for August 2013 is currently pending. We believe that the CMMI standards are a key reason in NetSol's demand surge worldwide. We remain convinced that this trend will continue for all NetSol offerings promoting further beneficial alliances and increasing the number and quality of our global customers.



MATERIAL TRENDS AFFECTING NETSOL

Management has identified the following material trends affecting NetSol. Positive trends:

· Improving sales trends in US auto and banking sectors.

· Milken Institute projects global economic growth in excess of 3% globally, 8%

GDP growth for China, 2% GDP growth for the US over the next two years.

· Much improved economic environment in the UK and major European economies.

· New emerging markets and IT destinations in Thailand, Malaysia, Indonesia,

Mexico, Australia, and some African nations.

· Global Launch of NetSol Ascent™.

· Continued robustness of China's automobile and banking sectors. China's

passenger vehicle sales rose 49% in December 2012, while China's total vehicle

sales, including trucks and buses, are projected to accelerate this year and

surpass 20 million for the first time according to Bloomberg News, February 7,

2013.

· The dependency of our blue chip clients on NetSol solutions has further

deepened; creating new enhancements, new modules, and services orders in the

US. Negative trends:



· Geopolitical unrest in the Middle East and in regions of Pakistan and

Afghanistan.

· The delays of CBRC licenses at least for another year in China.

· Emergence of smaller players offering IT solutions in China resulting in

greater price competition.

· Tightened liquidity and credit restrictions in consumer spending has either

delayed or reduced spending on business solutions and systems, squeezing IT

budgets and extending decision making cycles.

· The threats of conflict between the US and other nations could potentially

create volatility in oil prices causing readjustments of corporate budgets and

consumer spending slowing global auto sales.

· Continued conflicts in Afghanistan could increase the migration of both

refugees and extremists to Pakistan, thus creating domestic and regional challenges Page 25

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· Our relatively low trading share volume makes the Company's stock price

susceptible to market fluctuations.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies for us include revenue recognition and multiple element arrangements, intangible assets, software development costs, and goodwill.



REVENUE RECOGNTION

The Company recognizes revenue from license contracts without major customization when a non-cancelable, non-contingent license agreement has been signed, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. Revenue from the sale of licenses with major customization, modification, and development is recognized on a percentage of completion method. Revenue from the implementation of software is recognized on a percentage of completion method. Revenue from consulting services is recognized as the services are performed for time-and-materials contracts. Revenue from training and development services is recognized as the services are performed. Revenue from maintenance agreements is recognized ratably over the term of the maintenance agreement, which in most instances is one year. MULTIPLE ELEMENT ARRANGEMENTS We may enter into multiple element revenue arrangements in which a customer may purchase a number of different combinations of software licenses, consulting services, maintenance and support, as well as training and development (multiple element arrangements). Vendor Specific Objective Evidence ("VSOE") of fair value for each element is based on the price for which the element is sold separately. We determine the VSOE of fair value of each element based on historical evidence of our stand-alone sales of these elements to third-parties or from the stated renewal rate for the elements contained in the initial software license arrangement. When VSOE of fair value does not exist for any undelivered element, revenue is deferred until the earlier of the point at which such VSOE of fair value exists or until all elements of the arrangement have been delivered. The only exception to this guidance is when the only undelivered element is maintenance and support or other services, then, the entire arrangement fee is recognized ratably over the performance period. INTANGIBLE ASSETS Intangible assets consist of product licenses, renewals, enhancements, copyrights, trademarks, trade names, and customer lists. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. SOFTWARE DEVELOPMENT COSTS Costs incurred to internally develop computer software products or to enhance an existing product are recorded as research and development costs and expensed when incurred until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. The Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount which the unamortized software development costs exceed net realizable value. Capitalized and purchased computer software development costs are being amortized ratably based on the projected revenue associated with the related software or on a straight-line basis. Page 26 --------------------------------------------------------------------------------



STOCK-BASED COMPENSATION

Our stock-based compensation expense is estimated at the grant date based on the award's fair value as calculated by the Black-Scholes-Merton (BSM) option pricing model and is recognized as expense over the requisite service period. The BSM model requires various highly judgmental assumptions including expected volatility and expected term. If any of the assumptions used in the BSM model changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience and our expectations regarding future pre-vesting termination behavior of employees. To the extent our actual forfeiture rate is different from our estimate; stock-based compensation expense is adjusted accordingly.



GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.



RECENT ACCOUNTING PRONOUNCEMENTES

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report. AVAILABLE INFORMATION Through the company's web sites, its customers, both existing and potential, and investors can access a wide range of information about its product offerings, and support and technical matters. Our website is located at www.netsoltech.com, and our investor relations website is located at http://www.netsoltech.com/IR/. The following filings are available through our investor relations website after we file with the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our Proxy Statements for our annual meetings of stockholders. These filings are also available for download free of charge on our investor relations website. We also provide a link to the section of the SEC's website at www.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements and other ownership related filings. Further, a copy of this Quarterly Report on Form 10-Q is located at the SEC'sPublic Reference Room at 100 F Street, NE, Washington D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website by signing up for e-mail alerts. Further corporate governance information, including our committee charters and code of conduct, is also available on our investor relations website at http://www.netsoltech.com/us/investors/corporate-governance . The content of our websites are not intended to be incorporated by reference into this 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. Page 27 --------------------------------------------------------------------------------



CHANGES IN FINANCIAL CONDITION

Quarter Ended March 31, 2014 compared to the Quarter Ended March 31, 2013

Net revenues for the quarter ended March 31, 2014 and 2013 are broken out among the subsidiaries as follows:

2014 2013 Revenue % Revenue % Corporate headquarters $ - 0.00 % $ - 0.00 % North America: NTA 1,192,372 12.73 % 2,137,965 16.96 % 1,192,372 12.73 % 2,137,965 16.96 % Europe: NTE 1,657,935 17.71 % 1,418,081 11.25 % VLS 559,692 5.98 % 424,648 3.37 % 2,217,627 23.68 % 1,842,729 14.62 % Asia-Pacific: NetSol PK 3,068,036 32.77 % 6,867,696 54.48 % Netsol-Innovation 1,416,740 15.13 % 1,043,798 8.28 % Connect 223,479 2.39 % 195,249 1.55 % Abraxas 80,067 0.86 % 207,431 1.65 % NTPK Thailand - 0.00 % 311,747 2.47 % NetSol Beijing 1,164,730 12.44 % - 0.00 % 5,953,052 63.58 % 8,625,921 68.42 % Total $ 9,363,051 100.00 % $ 12,606,615 100.00 % Page 28

-------------------------------------------------------------------------------- The following table sets forth the items in our unaudited condensed consolidated statement of operations for the quarter ended March 31, 2014 and 2013 as a percentage of revenues. For the Three Months Ended March 31, 2014 % 2013 % Net Revenues: License fees $ 2,118,015 22.62 % $ 4,790,015 38.00 % Maintenance fees 2,556,017 27.30 % 2,488,774 19.74 % Services 4,689,019 50.08 % 5,327,826 42.26 % Total net revenues 9,363,051 100.00 % 12,606,615 100.00 % Cost of revenues: Salaries and consultants 4,106,150 43.85 % 2,954,192 23.43 % Travel 354,554 3.79 % 487,870 3.87 % Repairs and maintenance 256,629 2.74 % 88,264 0.70 % Depreciation and amortization 1,471,126



15.71 % 912,669 7.24 %

Other 728,446



7.78 % 1,220,075 9.68 %

Research and development cost 65,060 0.69 % 45,770 0.36 % Total cost of revenues 6,981,965 74.57 % 5,708,840 45.28 % Gross profit 2,381,086 25.43 % 6,897,775 54.72 % Operating expenses: Selling and marketing 1,083,753 11.57 % 728,873 5.78 % Depreciation and amortization 493,814 5.27 % 437,700 3.47 % Salaries and wages 1,414,356 15.11 % 1,375,930 10.91 % General and administrative 2,070,542 22.11 % 1,213,232 9.62 % Total operating expenses 5,062,465 54.07 % 3,755,735 29.79 % Income (loss) from operations (2,681,379 ) -28.64 % 3,142,040 24.92 % Other income and (expenses) Gain (loss) on sale of assets (995 ) -0.01 % 15,097 0.12 % Interest expense (8,275 ) -0.09 % (115,556 ) -0.92 % Interest income 114,141 1.22 % 86,018 0.68 % Gain on foreign currency exchange transactions (908,192 ) -9.70 % 97,831 0.78 % Share of net income (loss) from equity investment (203,684 ) -2.18 % (16,392 ) -0.13 % Amortization of financing costs - 0.00 % (173,266 ) -1.37 % Other income (expense) (5,006 ) -0.05 % 20 0.00 % Total other income (expenses) (1,012,011 ) -10.81 % (106,248 ) -0.84 % Net income (loss) before income taxes (3,693,390 ) -39.45 % 3,035,792 24.08 % Income tax benefit (provision) (98,920 ) -1.06 % (10,579 ) -0.08 % Net income (loss) from continuing operations (3,792,310 ) -40.50 % 3,025,213 24.00 % Income (loss) from discontinued operations net of gain on disposal 1,480,786 15.82 % (493,994 ) -3.92 % Net income (loss) (2,311,524 ) -24.69 % 2,531,219 20.08 % Non-controlling interest 1,011,720 10.81 % (968,384 ) -7.68 % Net income (loss) attributable to NetSol $ (1,299,804 ) -13.88 % $ 1,562,835 12.40 % Revenues License fees for the three months ended March 31, 2014 were $2,118,015 compared to $4,790,015 for the three months ended March 31, 2013 reflecting a decrease of $2,672,000. In October, 2013, we announced our next generation platform NFS Ascent™ and we are launching the product in Europe, Asia Pacific and the U.S. We anticipated that license fees would decrease as the pipeline of our legacy product was converted to NFS Ascent™. Management is expecting licensing revenue to remain depressed through June 30, 2014. Our pipeline of potential business remains strong and we anticipate closing deals and beginning implementation during the fourth quarter of fiscal year 2014 and the first quarter of fiscal year 2015. Page 29

-------------------------------------------------------------------------------- Maintenance fees for the three months ended March 31, 2014 were $2,556,017 compared to $2,488,774 for the three months ended March 31, 2013 reflecting a slight increase of $67,243. We anticipate maintenance fees to remain flat until we are able to license NFS Ascent™ to new customers. Services for the three months ended March 31, 2014 were $4,689,019 compared to $5,327,826 for the three months ended March 31, 2013 reflecting a decrease of $638,807. Service revenue is derived from services provided to current customers and services provided to new customers as part of the implementation. Services have decreased due to the lack of new license agreements.



Gross Profit

The gross profit was $2,381,086, in the quarter ending March 31, 2014 as compared with $6,897,775 for the quarter ended March 31, 2013. This is a decrease of 65.48% or $4,516,689. The gross profit percentage for the quarter ended March 31, 2014 decreased to 25.43% from 54.72% for the quarter ended March 31, 2013. The decrease in the gross profit is due to a decrease in license revenues and an increase in the cost of sales. The cost of sales was $6,981,965 in the current quarter compared to $5,708,840 in quarter ended March 31, 2013. As a percentage of sales, cost of sales increased from 45.28% for the quarter ended March 31, 2013 to 74.57% for the current quarter. Salaries and consultant fees increased by $1,151,958 from $2,954,192 in the prior comparable quarter, to $4,106,150 for the current quarter. The increase in salaries and consultant fees is due to the hiring and training of technical employees at key locations including Pakistan, Thailand, China and North America as we anticipate new projects associated with NFS Ascent™. As a percentage of sales, salaries and consultant expense increased from 23.43% in the prior comparable quarter to 43.85% in the current quarter. Depreciation and amortization expense increased to $1,471,126 compared to $912,669 in the corresponding quarter last year or an increase of $558,457. Depreciation and amortization expense increased as we began amortizing the product licenses costs that had been capitalized related to the NFS Ascent™ development.



Operating Expenses

Operating expenses were $5,062,465 for the quarter ending March 31, 2014 as compared to $3,755,735, for the quarter ended March 31, 2013 for an increase of 34.79% or $1,306,730. As a percentage of sales, it increased from 29.79% to 54.07%. The increase in operating expenses was primarily due to the increase in selling and marketing expenses of $354,880 or 48.69% and the increase in general and administrative expenses of $857,310 or 70.66%. The increase in selling and marketing expenses is due to the increase in our professional services for business development to market and sell NFS Ascent™ globally. The increase in general and administrative expenses is due to an increase in professional services, awards of share grants to the Board of Directors and travel costs.



Income/Loss from Operations

Loss from operations was $2,681,379, compared to income of $3,142,040, for the quarters ended March 31, 2014 and 2013, respectively. This represents a decrease of $5,823,419 for the quarter compared with the comparable period in the prior year. As a percentage of sales, net loss from operations was 28.64% in the current quarter compared to income of 24.92% in the prior period.



Other Income and Expenses

Other expenses were $1,012,011 for the quarter ended March 31, 2014 compared to an expense of $106,248 for the quarter ended March 31, 2013. The increase in the expense of $905,753 is primarily due to the loss on foreign currency of $908,192 for the quarter ended March 31, 2014 compared to a gain on foreign currency exchange of $97,831 for the quarter ended March 31, 2013 due to the appreciation of the Pakistan Rupee against the US Dollar, the Euro and the British Pound Sterling in the current period. Page 30 --------------------------------------------------------------------------------



Discontinued Operations

For the quarter ended March 31, 2014, income from discontinued operations was $1,480,786 compared to a loss of $493,994 for the quarter ended March 31, 2013. On March 31, 2014, we sold 100% of our stock in Vroozi, Inc. for a purchase price of $2,716,050 and recognized a $1,870,871 gain on the sale. We reclassified Vroozi's net loss for the periods presented from continuing operations to discontinued operations.



Net Income/Loss

Net loss was $1,299,804 for the three months ended March 31, 2014 compared to net income of $1,562,835 for the three months ended March 31, 2013. This is a decrease of $2,862,639 compared to the prior year. Net loss per share, basic and diluted, was $0.14 for the three months ended March 31, 2014 compared to net income per share, basic and diluted, $0.19 for the three months ended March 31, 2013.



Nine Months Period Ended March 31, 2014 compared to the Nine Months Period Ended March 31, 2013:

Net revenues for the nine months ended March 31, 2014 and 2013 are broken out among the subsidiaries as follows:

2014 2013 Revenue % Revenue % Corporate headquarters $ - 0.00 % $ - 0.00 % North America: NTA 3,131,894 11.67 % 4,196,360 12.03 % 3,131,894 11.67 % 4,196,360 12.03 % Europe: NTE 3,563,731 13.28 % 4,533,741 13.00 % VLS 1,422,278 5.30 % 1,228,317 3.52 % 4,986,009 18.58 % 5,762,058 16.52 % Asia-Pacific: NetSol PK 10,958,780 40.83 % 16,353,556 46.89 % Netsol-Innovation 3,641,182 13.57 % 2,754,651 7.90 % Connect 612,681 2.28 % 562,757 1.61 % Abraxas 490,101 1.83 % 1,197,679 3.43 % NTPK Thailand 688,368 2.56 % 3,975,897 11.40 % NetSol Beijing 2,329,079 8.68 % 74,517 0.21 % 18,720,191 69.75 % 24,919,057 71.45 % Total $ 26,838,094 100.00 % $ 34,877,475 100.00 % Page 31

-------------------------------------------------------------------------------- The following table sets forth the items in our unaudited condensed consolidated statement of operations for the nine months ended March 31, 2014 and 2013 as a percentage of revenues: For the Nine Months Ended March 31, 2014 % 2013 % Net Revenues: License fees $ 4,826,198 17.98 % $ 11,537,363 33.08 % Maintenance fees 7,803,621 29.08 % 7,199,293 20.64 % Services 14,208,275 52.94 % 16,140,819 46.28 % Total net revenues 26,838,094 100.00 % 34,877,475 100.00 % Cost of revenues: Salaries and consultants 10,526,701 39.22 % 8,156,677 23.39 % Travel 1,090,809 4.06 % 1,191,174 3.42 % Repairs and maintenance 570,712 2.13 % 330,998 0.95 % Depreciation and amortization 3,517,804



13.11 % 2,654,289 7.61 %

Other 2,109,372



7.86 % 2,618,996 7.51 %

Research and development cost 178,862 0.67 % 105,692 0.30 % Total cost of revenues 17,994,260 67.05 % 15,057,826 43.17 % Gross profit 8,843,834 32.95 % 19,819,649 56.83 % Operating expenses: Selling and marketing 3,032,675 11.30 % 2,350,275 6.74 % Depreciation and amortization 1,351,378 5.04 % 1,113,136 3.19 % Salaries and wages 4,313,831 16.07 % 3,722,590 10.67 % General and administrative 5,575,498 20.77 % 4,069,396 11.67 % Total operating expenses 14,273,382 53.18 % 11,255,397 32.27 % Income (loss) from operations (5,429,548 ) -20.23 % 8,564,252 24.56 % Other income and (expenses) Gain (loss) on sale of assets (190,027 ) -0.71 % 29,118 0.08 % Interest expense (170,230 ) -0.63 % (587,877 ) -1.69 % Interest income 186,926 0.70 % 141,802 0.41 % Gain on foreign currency exchange transactions 299,270 1.12 % 997,725 2.86 % Share of net income (loss) from equity investment (370,332 ) -1.38 % 468,095 1.34 % Amortization of financing costs - 0.00 % (615,394 ) -1.76 % Other income (expense) (4,341 ) -0.02 % 52 0.00 % Total other income (expenses) (248,734 ) -0.93 % 433,521 1.24 % Net income (loss) before income taxes (5,678,282 ) -21.16 % 8,997,773 25.80 % Income tax benefit (provision) (139,321 ) -0.52 % (22,027 ) -0.06 % Net income (loss) from continuing operations (5,817,603 ) -21.68 % 8,975,746 25.74 % Income (loss) from discontinued operations net of gain on disposal 1,158,752 4.32 % (1,494,640 ) -4.29 % Net income (loss) (4,658,851 ) -17.36 % 7,481,106 21.45 % Non-controlling interest 635,024 2.37 % (2,766,163 ) -7.93 % Net income (loss) attributable to NetSol $ (4,023,827 ) -14.99 % $ 4,714,943 13.52 % Revenues License fees for the nine months ended March 31, 2014 were $4,826,198 compared to $11,537,363 for the nine months ended March 31, 2013 reflecting a decrease of $6,711,165. In October, 2013, we announced our next generation platform NFS Ascent™ and we are launching the product in Europe, Asia Pacific and the U.S. We anticipated that license fees would decrease as the pipeline of our legacy product was converted to NFS Ascent™. Management is expecting licensing revenue to remain depressed through June 30, 2014. Our pipeline of potential business remains strong and we anticipate closing deals and beginning implementation during the fourth quarter of fiscal year 2014 and the first quarter of fiscal year 2015. Page 32

-------------------------------------------------------------------------------- Maintenance fees for the nine months ended March 31, 2014 were $7,803,621 compared to $7,199,293 for the nine months ended March 31, 2013 reflecting an increase of $604,328. We anticipate maintenance fees to remain flat until we are able to license NFS Ascent™ to new customers. Services for the nine months ended March 31, 2014 were $14,208,275 compared to $16,140,819 for the nine months ended March 31, 2013 reflecting a decrease of $1,932,544. Service revenue is derived from services provided to current customers and services provided to new customers as part of the implementation. Services have decreased due to the lack of new license agreements.



Gross Profit

The gross profit was $8,843,834, for the nine ending March 31, 2014 as compared with $19,819,649 for the nine months ended March 31, 2013. This is a decrease of 55.38% or $10,875,815. The gross profit percentage for the nine months ended March 31, 2014 also decreased to 32.95% from 56.83% for the nine months ended March 31, 2013. The decrease in the gross profit is due to a decrease in license revenues and an increase in the cost of sales. The cost of sales was $17,994,260 for the nine months ended March 31, 2014 compared to $15,057,826 for the nine months ended March 31, 2013. As a percentage of sales, cost of sales increased from 45.28% for the nine months ended March 31, 2013 to 74.57% for the nine months ended March 31, 2014. Salaries and consultant fees increased by $2,370,024 from $8,156,677 for the nine months ended March 31, 2013 to $10,526,701 for the nine months ended March 31, 2014. The increase in salaries and consultant fees is due to the hiring and training of technical employees at key locations including Pakistan, Thailand, China and North America as we anticipate new projects associated with NFS Ascent™. As a percentage of sales, salaries and consultant expense increased from 23.39% for the nine months ended March 31, 2013 to 39.22% for the nine months ended March 31, 2014. Depreciation and amortization expense increased to $3,517,804 compared to $2,654,289 for the nine months ended March 31, 2013 or an increase of $863,515. Depreciation and amortization expense increased as we began amortizing the product licenses costs that had been capitalized related to the NFS Ascent™ development.



Operating Expenses

Operating expenses were $14,273,382 for the nine months ending March 31, 2014 as compared to $11,255,397, for the nine months ended March 31, 2013 f or an increase of 26.81% or $3,017,985. As a percentage of sales, it increased from 32.27% to 53.18%. The increase in operating expenses was primarily due to the increase in selling and marketing expenses of $682,400 or 29.03%, an increase in salaries and wages of $592,241 or 15.88% and an increase in general and administrative of $1,506,102 or 37.01%. The increase in selling and marketing expenses is due to the increase in our professional services for business development to market and sell NFS Ascent™ globally. The increase in salaries and wages is due to annual raise in salaries compared to last year, hiring of new staff and recognition of options expenses. The increase in general and administrative expenses is due to an increase in professional services, awards of share grants to the Board of Directors and travel costs.



Income/Loss from Operations

Loss from operations was $5,429,548 compared to income of $8,564,252 for the nine months ended March 31, 2014 and 2013, respectively. This represents a decrease of $13,993,800 for the nine months ended March 31, 2014 compared with the nine months ended March 31, 203. As a percentage of sales, net loss from operations was 20.23% for the nine months ended March 31, 2014 compared to net income of 24.56% for the nine months ended March 31, 2013.



Other Income and Expenses

Other expenses were $248,734 for the nine months ended March 31, 2014 compared to income of $433,521 for the nine months ended March 31, 2013. The increase in the expense of $682,225 is primarily due to change in the gain on foreign currency exchange transactions. We recognized a gain of $299,270 for the nine months ended March 31, 2014 compared to a gain of $977,725 for the nine months ended March 31, 2013 for a decrease of $678,455 due to the appreciation of the Pakistan Rupee against the US Dollar, the Euro and the British Pound Sterling in the current period. Page 33

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Discontinued Operations

For the nine months ended March 31, 2014, income from discontinued operations was $1,158,752 compared to a loss of $1,494,360 for the nine months ended March 31, 2013. On March 31, 2014, we sold 100% of our stock in Vroozi, Inc. for a purchase price of $2,716,050 and recognized a $1,870,871 gain on the sale. We reclassified Vroozi's net loss for the periods presented from continuing operations to discontinued operations.



Net Income/Loss

Net loss was $4,023,827 for the nine months ended March 31, 2014 compared to net income of $4,714,943 for the nine months ended March 31, 2013. This is a decrease of $8,738,770 compared to the prior year. Net loss per share, basic and diluted, was $0.45 for the nine months ended March 31, 2013 compared to net income per share, basic and diluted, of $0.59 for the nine months ended March 31, 2013.



LIQUIDITY AND CAPITAL RESOURCES

We note that our cash position was $12,383,695 at March 31, 2014, compared to $7,874,318 at June 30, 2013.

Net cash provided by operating activities was $15,326,851 for the nine months ended March 31, 2014 compared to $9,740,551 for the nine months ended March 31, 2013. At March 31, 2014, we had current assets of $35,383,723 and current liabilities of $15,055,989. We had accounts receivable of $12,967,350 at March 31, 2014 compared to $14,684,212 at June 30, 2013. We had revenues in excess of billings of $4,519,754 at March 31, 2014 compared to $15,367,198 at June 30, 2013. During the nine months ended March 31, 2014, our revenues in excess of billings were reclassified to accounts receivable pursuant to billing requirements detailed in each contract. The combined totals for accounts receivable and revenues in excess of billings decreased $12,564,306 from $30,051,410 at June 30, 2013 to $17,487,104 at March 31, 2014. The decrease is due to our efforts to collect these balances as they become due and a decrease in license and service revenue. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $5,250,138 and $5,855,371, respectively at March 31, 2014. Net cash used by investing activities amounted to $10,887,818 for the nine months ended March 31, 2014, compared to $10,907,904 for the nine months ended March 31, 2013. We had net purchases of property and equipment of $9,583,663 compared to $6,751,002 for the comparable period last fiscal year. The increase in intangible assets which represents amounts capitalized for the development of new products was $3,158,083 for the nine months ended March 31, 2014 and $3,495,938 for the nine months ended March 31, 2013. The company also received $1,810,700 for the sale of Vroozi. Net cash provided by financing activities was $212,991 and $1,564,717 for the nine months ended March 31, 2014, and 2013, respectively. The nine months ended March 31, 2014 included the cash inflow of $709,436 from the exercising of stock options and warrants compared to $2,212,712 for the nine months ended March 31, 2013. During the nine months ended March 31, 2014, we had net payments for bank loans and capital leases of $755,404 as compared to $1,186,954 for the nine months ended March 31, 2013. We are operating in various geographical regions of the world through its various subsidiaries. Those subsidiaries have financial arrangements from various financial institutions to meet both their short and long term funding requirements. These loans will become due at different maturity dates as described in Note No. 12 of the financial statements. We are in compliance with the covenants of the financial arrangements and there is no default, whatsoever, which may lead to early payment of these obligations. We anticipate paying back all these obligations on their respective due dates from its own sources. We typically fund the cash requirements for our operations in the U.S. through our license, services, and maintenance agreements, intercompany charges for corporate services, and through the exercise of options and warrants. As of March 31, 2014, we had approximately $12.38 million of cash, cash equivalents and marketable securities of which approximately $8.35 million is held by our foreign subsidiaries. As of June 30, 2013, we had approximately $7.87 million of cash, cash equivalents and marketable securities of which approximately $4.77 million is held by our foreign subsidiaries. We intend to permanently reinvest these funds outside the U.S., and therefore, we do not anticipate repatriating undistributed earnings from our non-U.S. operations. If funds from foreign operations are required to fund U.S. operations in the future and if U.S. tax has not previously been provided, we would be required to accrue and pay additional U.S. taxes to repatriate these funds.



We remain open to strategic relationships that would provide value added benefits. The focus will remain on continuously improving cash reserves internally and reduced reliance on external capital raise.

As a growing company, we have on-going capital expenditure needs based on our short term and long term business plans. Although our requirements for capital expenses vary from time to time, for the next 12 months, we anticipate needing working capital of $2.5 to $3.5 million for APAC, US, and Europe new business development activities and infrastructure enhancements. Page 34 -------------------------------------------------------------------------------- While there is no guarantee that any of these methods will result in raising sufficient funds to meet our capital needs or that even if available will be on terms acceptable to us, we will be very cautious and prudent about any new capital raise given the global market uncertainties. However, we are very conscious of the dilutive effect and price pressures in raising equity-based capital. Financial Covenants Our UK based subsidiary, NTE has an approved overdraft facility of £300,000 which requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200% of the facility. NTE had been granted another credit facility of £1,000,000 for the acquisition VLS. This facility requires that NTE's adjusted tangible net worth would not be less than £600,000. For this purpose, adjusted tangible net worth means shareholders' funds less intangible assets plus non-redeemable preference shares. In addition, NTE's cash debt service coverage would not fall below 150% of the aggregate debt service cost. The Pakistani subsidiary, NetSol PK has an approved facility for both export refinance and term finance from Askari Bank Limited amounting to Rupees 312.5 million ($3,097,126) which requires NetSol PK to maintain a long term debt equity ratio of 60:40 and the current ratio of 1:1. As of the date of this report, we are in compliance with the financial covenants associated with our borrowings. The maturity dates of the borrowings of respective subsidiaries may accelerate if they do not comply with these covenants. In case of any change in control in subsidiaries, they may have to repay their respective credit facilities.


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Source: Edgar Glimpses