I agree with you that it is likely that day will come. Based on the facts recently though I don't think tomorrow is going to be that day.
The basic math is that last quarter the Pak sub made about $750k, which after adding in some $100k of earnings from CQ, and subtracting minority interest and expenses at the parent reduced to $200k net for Q1, which was disapointing. Looks like the Pak sub is going to contribute a lot less this quarter, and so unless CQ or another sub makes a big contribution, it may be a flat or even negative net income for the quarter. So I've been selling yesterday and today.
Looking at the other KSE earnings announcements, I think they are talking about thousands of rupees, or about $1,000. I may be wrong, and I can't find any text of the announcement with details. But I just sold a few shares, since the sub is their biggest component. Hope I'm wrong since I'm still substantially long.
THey had a weak quarter in the year earlier after taking a hit on some financing charges. I think if they can do something above 2 cents a share that would be OK, and will help the trailing 12 months EPS which is around 40 now. A 5 cents a share number would be really nice, and I think its possible. I think that's unlikely though given the dilution and the significant minority interest.
You are right. It is very good news for CQ Systems, since it shows they are now able to sell Netsol's products to their client base. As for the US, I still think the most likely first reaction to an aquisition (dilution of existing shareholders) is the stock going down. Hopefully I'm wrong and they can buy a company with earnings and add to their EPS.
Let's say something similar happened in the US. The British government takes out 15 people in New York by firing a missile from one of its planes over the US, including 5 IRA terrorists, but 10 innocent Americans are killed. You would expect Americans to give a great big cheer for the Brits?
To partly answer my own question, I just talked to a lawyer (not a securities lawyer though) who had limited knowledge of this. The quiet period is usually before a securities offering, and means that the company communicates basically only through the registration statement. He wasn't aware that there was a regulatory requirement in a merger situation for a quiet period - he thought it might be self imposed by agreement either by NTWK itself or by agreement between the 2 companies.
Reality is if they don't make any substantive announcements for the next 3 weeks before the next earnings report, whether its because of a quiet period or because there is no biz to announce, the stock will go lower.
And another question, which is what does a "quiet period" entail? It doesn't make sense that you don't report major company developments.
I have to say that I don't really have a vindictive attitude towards the Ghauris. Their main crime, at least over the recent past is incompetance, and even with that there is no question the company is doing better now than a couple of years ago, when losing all of your money was definitely a real posibility. It's true, they have never heard of the venture capitalist dictum of, "we love owners who hate to dilute", but they are owners in decent size of the stock, and they did support the company (through personal loans I think and definitely by taking salary in stock instead of cash) when it was in bad shape.
On the IPO of the Pak sub, first question is was it necessary to raise cash. NTWK is probably cash short generally, since profitability is still recent and not huge, and there is always the problem of collecting receivables. Probably a more financially savvy management would have figured out how to borrow some money through receivables financing or whatever, without diluting NTWK. However, given that they have done the IPO, I am happy the shares are going up, which is mainly due to the fact that everything in Pak is going up, not to any machinations of the brothers. We all could have bought those shares and now the obvious trade is to short the Pak shares and buy the US shares. I encourage anyone who has the time and ability to set up a brokerage account in Pak and the money to do that. I haven't tried to do that, but it shouldn't be the rocket science to do.
Also, in my simple analysis prior to last quarter, if they could go from $12 mm in revenue to $20mm this year, they had a shot of increasing net income by a huge amount, like 3-4 x, since a lot of expenses are fixed. And that actually did happen to operating income last quarter, with operating income going to $672k from $187k the prior quarter.
But I completely did not think of the minority interest, which erased much of that additional income. Beyond the listing of the Karachi unit, this probably means that a lot of the growth is coming from partially owned JVs.
If their revenue guidance for the June/June year is $18-$19mm, that is consistant with a slight revenue growth from the level of the last couple of quarters, which was about $4.5 mm. My worry is that they now have such a high level of minority interest ($367,000 last Q, and I don't see any reason why that shouldn't continue) that it's tough for them to have a lot of earnings growth per share without additional revenue growth above guidance numbers.
Then there is the issue of a possible acquisition. I think that could be additive to earnings per share if they paid in cash, but knowing this management's propensity to issue shares, plus the fact that I assume most of the cash is in the Pak sub anyway, makes that a cause for concern.
What are people thinking about NTWK income per share next quarter? Year earlier was $0.02 pers share. My thinking is that if they can grow the income pers share by a decent amount longs are in good shape. If we get another quarter like Q1, with revenue growth but year over year income growth per share, stock should be $0.10-$-$0.20 lower.
Also, are these guys getting new biz but not announcing it because of merger quiet period, or are they not saying anything because no new biz?
Usually on a block trade like this, its someone selling to a broker or a broker selling to an institutional investor. The reason why someone would be able to buy at a price 20 cents below the market is that the buyer is going to have to hold it for a while and take the market risk for a while. I don't know why they didn't hit any of the higher bids, but probably it made sense to not crack the stock price for the ability to sell only a few shares.
I'm also not thrilled by their constant issuance of shares and dilution, however, I suspect this filing indicates the exercise of an option that was probably issued some time ago. After all, it was only a couple of years ago when they definitly didn't have any money and had to pay with options. I don't know the answer to your other question on what the accounting advantage is to give options now rather than cash, but there is a difference to the employee. Options have no value (unless struck at zero like this one) unless the stock price goes up. Management has given itself substantial option in the last year, but as I recall, they are all struck at $2.00 plus per share.
We will see about the earnings report, but last time I looked, one of the brothers was in London and the other in California, plus they all own a fair amount of the stock and options.