8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2020

Commission file number: 0-22773

NETSOLTECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its charter)

NEVADA	95-4627685
(State<br> or other Jurisdiction of	(I.R.S.<br> Employer NO.)
Incorporation<br> or Organization)

23975 Park Sorrento, Suite 250

Calabasas, CA 91302

(Address of principal executive offices) (Zip Code)

(818) 222-9195 / (818) 222-9197

(Issuer’s telephone/facsimile numbers, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $.01 par value per share	NTWK	NASDAQ

Item2.02 Results of Operations and Financial Condition.

On February 12, 2020, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the quarter ended December 31, 2019. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document field under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Exhibits

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99.1	News Release dated February 12, 2020

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NETSOL TECHNOLOGIES, INC.
Date:	February 12, 2020	/s/ Najeeb Ghauri
		NAJEEB GHAURI
		Chief Executive Officer
Date:	February<br> 12, 2020	/s/ Roger Almond
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		ROGER<br> ALMOND
		Chief<br> Financial Officer

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Exhibit 99.1

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NETSOLTechnologies Reports Fiscal Second Quarter 2020 Financial Results

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SequentialTopline Growth of 16% Drives Profitable Quarter with $0.05 Earnings Per Share

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CompanyAdvances Three-Pronged Growth Strategy: Alternative Subscription Option Leads to Bolstered Pipeline; Advanced Discussions withPotential for New Engagements Through Otoz; Continued Progress and Technological Advancements in Innovation Lab

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CALABASAS,Calif., February 12, 2020 – NETSOL Technologies, Inc. (Nasdaq: NTWK), a global business services and enterprise application solutions provider, reported results for the fiscal second quarter ended December 31, 2019.

FiscalSecond Quarter 2020 and Recent Operational Highlights

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●	Regarding<br> previously announced 12-country, $110 million contract with German auto manufacturing giant, the Company made continued progress<br> with respect to additional NFS Ascent® implementations and anticipates Go Live events in the coming months for the following<br> countries: Singapore, Malaysia, and Thailand.
●	As<br> part of the above-referenced contract, achieved a successful Go Live in Hong Kong with the NFS Ascent® Retail Platform,<br> consisting of Omni Point of Sale (Omni POS) and Contract Management System (CMS).
●	Introduced<br> Software-as-a-Service (SaaS) subscription-based pricing for new and existing customers as an alternative to the traditional<br> license model, which is now available for all cloud-based NETSOL products and services globally, including NETSOL’s<br> flagship offering NFS Ascent®.
●	NETSOL<br> North America secured a contract with SCI Lease Corp, a Canadian-based national automotive leasing company, for its Contract<br> Management System (CMS) on the cloud, representing the first SaaS-based agreement for Ascent in this region.
●	Announced<br> the official Go-Live with mCollector application for a top tier multi-finance company in Indonesia, as part of a larger contract<br> originally signed in 2018.
●	Made<br> significant progress towards the deployment of NFS Ascent® Retail Platform for a New Zealand-based captive equipment finance<br> company.
●	Made<br> significant progress towards the deployment of NFS Ascent® Wholesale Platform for a U.K.-based leading auction house.
●	Generated<br> additional $2.0 million by providing additional services for various customers across multiple regions.
●	Appointed<br> industry veteran Chris Mobley as the new Head of NFS Ascent® Wholesale operations in Europe with the goal of leading the<br> rollout of NETSOL’s new, subscription-based pricing strategy, orchestrating the company’s European-focused growth<br> plans and leading pre-sales of the company’s Wholesale operations globally.
●	Made<br> further advancements in certain Otoz Innovation Lab initiatives, leading to multiple discussions, demonstrations, and potential<br> engagements with a several tier one customers in the U.S. and Asia Pacific (APAC) regions.
●	Announced<br> NETSOL’s “Cloud Readiness” campaign during the 20th anniversary of the company’s listing on Nasdaq<br> as part of its participation at the closing bell ceremony in late January.

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FiscalSecond Quarter 2020 Financial Results

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Total net revenues for the second quarter of fiscal 2020 were $15.7 million, compared with $17.0 million in the prior year period. The decrease in total net revenues was primarily due to a decrease in total license fees of $4.4 million, which was offset by an increase in services revenues of $1.8 million and an increase in total maintenance fees of $1.3 million.

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●	Total<br> license fees were $384,000, compared with $4.8 million in the prior year period.
●	Total<br> maintenance fees were $5.0 million, compared with $3.7 million in the prior year period.
●	Total<br> services revenues were $10.3 million, compared with $8.5 million in the prior year period.

Gross profit for the second quarter of fiscal 2020 was $7.8 million (or 49.7% of net revenues), compared to $8.9 million (or 52.1% of net revenues) in the second quarter of fiscal 2019. The decreases in gross profit and gross profit as a percentage of revenue were primarily due to decreases in revenue by an amount that was greater than the related decreases in cost of revenues, respectively. The decrease in cost of revenues was predominantly driven by decreases in travel, depreciation and amortization and other expenses, which were offset by an increase in salaries and consultants’ costs.

Operating expenses for the second quarter of fiscal 2020 increased 6.4% to $7.1 million (or 45.2% of net revenues) from $6.7 million (or 39.2% of net revenues) in the second quarter of fiscal 2019. The increase in operating expenses was primarily due to increases in general and administrative expenses, which were offset by decreases in sales and marketing expenses, salaries and wages, and professional services.

GAAP net income attributable to NETSOL for the second quarter of fiscal 2020 totaled $586,000 or $0.05 per diluted share, compared with GAAP net income of $2.9 million or $0.25 per diluted share in the second quarter of fiscal 2019. GAAP net income attributable to NETSOL included a $61,000 gain on foreign currency exchange transactions in the second quarter of fiscal 2020, which was a significant decrease compared with a gain of $2.5 million in the prior year period.

Non-GAAP adjusted EBITDA for the second quarter of fiscal 2020 totaled $1.6 million or $0.13 per diluted share, compared with non-GAAP adjusted EBITDA of $4.1 million or $0.35 per diluted share in the second quarter of fiscal 2019 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).

At December 31, 2019, cash and cash equivalents were $22.1 million, an increase from $20.3 million at the end of the prior year quarter.

ManagementCommentary

“The fiscal second quarter was a positive step forward for our business as we continue to position NETSOL for its next phase of growth in the years ahead,” said company Co-Founder, Chairman and Chief Executive Officer Najeeb Ghauri. “The 16% sequential improvement in our topline was the result of ongoing and significant implementation work within our core business, which also included an additional $2.0 million in change requests, yet another favorable data point that underlies the ongoing industry shift to more complex deployments. While our year-to-date results reflect our ongoing efforts to transition NETSOL towards a more diversified revenue mix, in Q2 we maintained our commitment to financial prudence, most notably evidenced in our return to profitability during the period.

“Operationally, we began the initial application of our three-pronged growth strategy, which has yielded already-favorable results. More specifically, in November we closed our first official sale of NFS Ascent® in North America, which also represented the first SaaS-based agreement for Ascent in this region. Additionally, our mobility-focused work within our Otoz Innovation Lab has garnered serious attention from potential and existing customers alike, which we expect to materialize in increased demos, more advanced development discussions, and even pilot projects in the coming months. Looking to the second half of the year, with our current pipeline as well as ongoing major rollouts with existing customers, we have strong visibility to reaffirm our expectations for sequential improvement throughout the balance of fiscal 2020.”

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SalesOutlook

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NETSOL President, Global Sales and Otoz CEO Naeem Ghauri added: “While we are continuing to sell add-on services and more licenses for existing contracts, we’re also now generating new opportunities at an increasing rate for our subscription pricing, or SaaS, model. While it remains early days, we are encouraged by the strong initial interest we’ve seen and believe our decision to diversify our offerings beyond the traditional license sales will lead to long-term, predictable revenue growth. Going forward, we have visibility into a growing pipeline within all three of our geographic regions, which we anticipate to result in sequentially improved results in the second half 2020. Further out, we’re working towards an eventual inflection point where annual recurring revenues, or ARR, can supplant our current license revenues and provide sustained profitability.”

OtozUpdate

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“We are actively discussing various partnerships and collaborations with several tier one customers to launch Otoz as a premium, white-labeled, shared mobility platform and believe we are close to announcing official agreements soon,” continued Ghauri. “While we continue to build out the platform according to our predefined product roadmap, interest in the platform is tracking ahead of internal targets and forecasts, which has us ramping up efforts to meet demand. We look forward to providing more updates on these roadmap developments as well as potential partnerships in the near future.”

ConferenceCall

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NETSOL Technologies management will hold a conference call today (February 12, 2020) at 11 a.m. Eastern time (8 a.m. Pacific time) to discuss these financial results. A question and answer session will follow management’s presentation.

U.S. dial-in: 1-877-407-0789

International 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 Gateway Investor Relations 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 2:00 p.m. Eastern time on the same day through February 26, 2020.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13698709

AboutNETSOL Technologies

NETSOL Technologies, Inc. (Nasdaq: NTWK) is a worldwide provider of IT and enterprise software solutions primarily serving the global finance and leasing industry. The company’s suite of applications is backed by 40 years of domain expertise and supported by a committed team of more than 1,300 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 finance and leasing lifecycle.

AboutOtoz

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Otoz provides business-to-business, white-label technology solutions for new mobility. Our suite of agile and customizable mobility solutions ranges from car sharing and subscription products to AI-enabled chatbots, allowing businesses to engage consumers and facilitate the complete transaction lifecycle intelligently and digitally. Otoz technologies empower automotive companies and start-ups to launch new mobility models quickly and efficiently. The technology Otoz has developed is cloud-native and supported by artificial intelligence (AI), machine learning (ML), internet of things (IoT) and blockchain. Our technology drives utilization, while supporting robust and efficient operations.

Forward-LookingStatements

Certainstatements in this press release are forward-looking in nature, including, but not limited to, expected net revenue and the demandfor and sales lifecycle of NFS Ascent® and the outlook or potential demand for new product lines and innovation suchas for Otoz or NFS Ascent® SaaS, and accordingly, are subject to certain risks and uncertainties that could cause actualresults to differ materially from those projected. The words “expects,” “anticipates,” variations of suchwords, and similar expressions, identify forward-looking statements within the meaning of the Private Securities Litigation ReformAct of 1995, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees offuture performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Factors thatcould affect the Company’s actual results include the progress and costs of the development of products and services andthe timing of the market acceptance. The subject Companies expressly disclaim any obligation or undertaking to update or reviseany forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto orany change in events, conditions or circumstances upon which any statement is based.

Useof Non-GAAP Financial Measures

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The 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.

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InvestorRelations Contact:

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MattGlover and Tom Colton

Gateway Investor Relations

1-949-574-3860

investors@netsoltech.com

NETSOLTechnologies, Inc. and Subsidiaries

Schedule1: Consolidated Balance Sheets

			As<br> of
			June<br> 30, 2019
ASSETS
Current<br> assets:
Cash<br> and cash equivalents	22,083,584		$	17,366,364
Accounts<br> receivable, net of allowance of 351,431 and 192,786	8,401,835			12,332,714
Accounts<br> receivable, net of allowance of 0 and 166,075 - related party	1,231,181			3,266,600
Revenues<br> in excess of billings, net of allowance of 205,006 and 194,684	15,850,011			14,719,047
Revenues<br> in excess of billings - related party	101,669			110,827
Convertible<br> note receivable - related party	4,185,000			3,650,000
Other<br> current assets	3,392,190			3,146,264
Total<br> current assets	55,245,470			54,591,816
Revenues<br> in excess of billings, net - long term	1,291,025			1,281,492
Property<br> and equipment, net	12,668,689			12,096,855
Right<br> of use of assets - operating leases	3,050,885			-
Long<br> term investment	2,411,807			2,653,769
Other<br> assets	24,301			23,569
Intangible<br> assets, net	6,792,846			7,332,950
Goodwill	9,516,568			9,516,568
Total<br> assets	91,001,591		$	87,497,019
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> payable and accrued expenses	7,927,523		$	7,476,560
Current<br> portion of loans and obligations under finance leases	9,436,332			6,905,597
Current<br> portion of operating lease obligations	1,182,850			-
Unearned<br> revenues	3,135,721			5,977,736
Common<br> stock to be issued	88,324			88,324
Total<br> current liabilities	21,770,750			20,448,217
Loans<br> and obligations under finance leases; less current maturities	417,824			564,572
Operating<br> lease obligations; less current maturities	1,966,770			-
Total<br> liabilities	24,155,344			21,012,789
Commitments<br> and contingencies
Stockholders’<br> equity:
Preferred<br> stock, .01 par value; 500,000 shares authorized;	-			-
Common<br> stock, .01 par value; 14,500,000 shares authorized;
12,000,566<br> shares issued and 11,753,063  outstanding as of December 31, 2019 and 11,911,742 shares issued and<br> 11,664,239 outstanding as of June 30, 2019	120,006			119,117
Additional paid-in-capital	128,197,589			127,737,999
Treasury<br>stock (At cost, 247,503 shares and 247,503 shares as of December 31, 2019 and June 30, 2019, respectively)	(1,455,969	)		(1,455,969	)
Accumulated<br> deficit	(36,448,870	)		(35,206,898	)
Other<br> comprehensive loss	(30,456,632	)		(33,125,006	)
Total<br> NetSol stockholders’ equity	59,956,124			58,069,243
Non-controlling<br> interest	6,890,123			8,414,987
Total<br> stockholders’ equity	66,846,247			66,484,230
Total<br> liabilities and stockholders’ equity	91,001,591		$	87,497,019

All values are in US Dollars.

NETSOLTechnologies, Inc. and Subsidiaries

Schedule2: Consolidated Statement of Operations

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	For the Three Months						For the Six Months
	Ended December 31,						Ended December 31,
	2019			2018			2019			2018
Net Revenues:
License fees	$	383,963		$	4,817,569		$	3,063,108		$	10,773,682
Maintenance fees		4,965,877			3,661,723			9,357,324			7,401,399
Services		10,282,755			8,348,843			16,701,646			14,819,468
Services - related party		57,424			174,492			140,357			404,623
Total net revenues		15,690,019			17,002,627			29,262,435			33,399,172
Cost of revenues:
Salaries and consultants		4,625,872			4,497,054			9,080,836			9,517,616
Travel		1,572,923			1,706,182			2,915,558			2,858,179
Depreciation and amortization		734,352			880,048			1,454,017			1,817,652
Other		954,912			1,060,772			1,899,436			2,109,096
Total cost of revenues		7,888,059			8,144,056			15,349,847			16,302,543
Gross profit		7,801,960			8,858,571			13,912,588			17,096,629
Operating expenses:
Selling and marketing		1,858,096			2,048,303			3,601,964			3,749,629
Depreciation and amortization		215,479			193,779			417,866			406,011
General and administrative		4,568,790			4,002,059			8,487,403			8,408,779
Research and development cost		454,605			424,652			1,127,575			742,807
Total operating expenses		7,096,970			6,668,793			13,634,808			13,307,226
Income from operations		704,990			2,189,778			277,780			3,789,403
Other income and (expenses)
Gain (loss) on sale of assets		528			(3,504	)		239			48,790
Interest expense		(88,006	)		(63,804	)		(151,669	)		(163,238	)
Interest income		435,682			230,421			834,911			479,385
Gain (loss) on foreign currency exchange transactions		61,061			2,536,755			(1,699,129	)		2,547,667
Share of net loss from equity investment		(164,796	)		(298,293	)		(354,020	)		(597,984	)
Other income		207,987			4,503			226,313			9,882
Total other income (expenses)		452,456			2,406,078			(1,143,355	)		2,324,502
Net income (loss) before income taxes		1,157,446			4,595,856			(865,575	)		6,113,905
Income tax provision		(610,510	)		(264,872	)		(848,748	)		(501,786	)
Net income (loss)		546,936			4,330,984			(1,714,323	)		5,612,119
Non-controlling interest		39,039			(1,475,355	)		472,351			(1,793,901	)
Net income (loss) attributable to NetSol	$	585,975		$	2,855,629		$	(1,241,972	)	$	3,818,218
Net income (loss) per share:
Net income (loss) per common share
Basic	$	0.05		$	0.25		$	(0.11	)	$	0.33
Diluted	$	0.05		$	0.25		$	(0.11	)	$	0.33
Weighted average number of shares outstanding
Basic		11,724,606			11,586,507			11,694,423			11,542,877
Diluted		11,724,606			11,592,193			11,694,423			11,548,563

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NETSOLTechnologies, Inc. and Subsidiaries

Schedule3: Consolidated Statement of Cash Flows

	For<br> the Six Months
	Ended<br> December 31,
	2019			2018
Cash<br> flows from operating activities:
Net<br> income (loss)	$	(1,714,323	)	$	5,612,119
Adjustments<br> to reconcile net income (loss) to net cash provided by operating activities:
Depreciation<br> and amortization		1,871,883			2,223,663
Provision<br> for bad debts		(20,699	)		-
Share<br> of net loss from investment under equity method		354,020			597,984
Gain<br> on sale of assets		(239	)		(48,790	)
Stock<br> based compensation		328,585			869,743
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		4,554,558			4,208,751
Accounts<br> receivable - related party		2,229,695			(219,538	)
Revenues<br> in excess of billing		(1,088,693	)		(7,633,216	)
Revenues<br> in excess of billing - related party		14,823			(91,279	)
Other<br> current assets		(208,065	)		(1,409,746	)
Accounts<br> payable and accrued expenses		490,875			139,331
Unearned<br> revenue		(3,019,493	)		(1,094,375	)
Net<br> cash provided by operating activities		3,792,927			3,154,647
Cash<br> flows from investing activities:
Purchases<br> of property and equipment		(785,999	)		(1,441,237	)
Sales<br> of property and equipment		32,524			519,645
Convertible<br> note receivable - related party		(535,000	)		(1,033,000	)
Net<br> cash used in investing activities		(1,288,475	)		(1,954,592	)
Cash<br> flows from financing activities:
Proceeds<br> from the exercise of stock options and warrants		-			65,000
Proceeds<br> from exercise of subsidiary options		11,621			2,650
Dividend<br> paid by subsidiary to non-controlling interest		(1,920,618	)		(566,465	)
Proceeds<br> from bank loans		2,074,341			382,240
Payments<br> on finance lease obligations and loans - net		(102,499	)		(289,027	)
Net<br> cash provided by (used in) financing activities		62,845			(405,602	)
Effect<br> of exchange rate changes		2,149,923			(2,562,502	)
Net<br> increase (decrease) in cash and cash equivalents		4,717,220			(1,768,049	)
Cash<br> and cash equivalents at beginning of the period		17,366,364			22,088,853
Cash<br> and cash equivalents at end of period	$	22,083,584		$	20,320,804

NETSOLTechnologies, Inc. and Subsidiaries

Schedule4: Reconciliation to GAAP

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	For<br> the Three Months Ended			For<br> the Three Months Ended			For<br> the Six Months Ended			For<br> the Six Months Ended
	December<br> 31, 2019			December<br> 31, 2018			December<br> 31, 2019			December<br> 31, 2018
Net<br> Income (loss) attributable to NetSol	$	585,975		$	2,855,629		$	(1,241,972	)	$	3,818,218
Non-controlling<br> interest		(39,039	)		1,475,355			(472,351	)		1,793,901
Income<br> taxes		610,510			264,872			848,748			501,786
Depreciation<br> and amortization		949,831			1,073,827			1,871,883			2,223,663
Interest<br> expense		88,006			63,804			151,669			163,238
Interest<br> (income)		(435,682	)		(230,421	)		(834,911	)		(479,385	)
EBITDA	$	1,759,601		$	5,503,066		$	323,066		$	8,021,421
Add<br> back:
Non-cash<br> stock-based compensation		164,292			437,695			328,585			869,743
Adjusted<br> EBITDA, gross	$	1,923,893		$	5,940,761		$	651,651		$	8,891,164
Less<br> non-controlling interest (a)		(346,644	)		(1,887,861	)		(155,409	)		(2,640,530	)
Adjusted<br> EBITDA, net	$	1,577,249		$	4,052,900		$	496,242		$	6,250,634
Weighted<br> Average number of shares outstanding
Basic		11,724,606			11,586,507			11,694,423			11,542,877
Diluted		11,724,606			11,592,193			11,694,423			11,548,563
Basic<br> adjusted EBITDA	$	0.13		$	0.35		$	0.04		$	0.54
Diluted<br> adjusted EBITDA	$	0.13		$	0.35		$	0.04		$	0.54
(a)<br> The reconciliation of adjusted EBITDA of non-controlling interest
to<br> net income attributable to non-controlling interest is as follows
Net<br> Income attributable to non-controlling interest	$	(39,039	)	$	1,475,355		$	(472,351	)	$	1,793,901
Income<br> Taxes		190,292			70,821			243,627			141,364
Depreciation<br> and amortization		270,003			338,278			529,638			704,132
Interest<br> expense		25,491			20,219			44,532			52,909
Interest<br> (income)		(115,670	)		(54,247	)		(221,171	)		(121,115	)
EBITDA	$	331,077		$	1,850,426		$	124,275		$	2,571,191
Add<br> back:
Non-cash<br> stock-based compensation		15,567			37,435			31,134			69,339
Adjusted<br> EBITDA of non-controlling interest	$	346,644		$	1,887,861		$	155,409		$	2,640,530

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