0001654954-18-009117.txt : 20180814 0001654954-18-009117.hdr.sgml : 20180814 20180814161400 ACCESSION NUMBER: 0001654954-18-009117 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 72 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VASO Corp CENTRAL INDEX KEY: 0000839087 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 112871434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18105 FILM NUMBER: 181017663 BUSINESS ADDRESS: STREET 1: 137 COMMERCIAL STREET, STE. 200 CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 516-997-4600 MAIL ADDRESS: STREET 1: 137 COMMERCIAL STREET, STE. 200 CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: VASOMEDICAL, INC DATE OF NAME CHANGE: 20120606 FORMER COMPANY: FORMER CONFORMED NAME: VASOMEDICAL INC DATE OF NAME CHANGE: 19950517 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19920703 10-Q 1 vaso_10q.htm QUARTERLY REPORT Untitled Document
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2018
 
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______________ to ______________
 
Commission File Number: 0-18105
 
 
VASO CORPORATION
(Exact name of registrant as specified in its charter)
 
 Delaware
 
 11-2871434
 (State or other jurisdiction of incorporation or organization)
 
 (IRS Employer Identification Number)
 
137 Commercial St., Suite 200, Plainview, New York 11803
(Address of principal executive offices)
 
Registrant’s Telephone Number  (516) 997-4600
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
Number of Shares Outstanding of Common Stock, $.001 Par Value, at August 10, 2018 – 166,719,647
 

 

 
Vaso Corporation and Subsidiaries
 
INDEX
 
3
 
 
3
 
 
3
 
 
4
 
 
5
 
 
6
 
 
7
 
 
21
 
 
27
 
 
28
 
 
28
 
 
 
2

 
PART I – FINANCIAL INFORMATION
 
ITEM 1 - FINANCIAL STATEMENTS
 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $3,163 
 $5,245 
Accounts and other receivables, net of an allowance for doubtful
    
    
accounts and commission adjustments of $4,359 at June 30,
    
    
2018 and $4,872 at December 31, 2017
  10,938 
  13,225 
Receivables due from related parties
  19 
  20 
Inventories, net
  1,957 
  2,355 
Deferred commission expense
  3,324 
  3,649 
Prepaid expenses and other current assets
  975 
  993 
 Total current assets
  20,376 
  25,487 
 
    
    
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
    
    
$5,637 at June 30, 2018 and $4,980 at December 31, 2017
  4,845 
  4,719 
GOODWILL
  17,423 
  17,471 
INTANGIBLES, net
  4,982 
  5,254 
OTHER ASSETS, net
  2,852 
  3,847 
 
 $50,478 
 $56,778 
 
    
    
LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
CURRENT LIABILITIES
    
    
Accounts payable
 $5,192 
 $5,423 
Accrued commissions
  2,005 
  2,467 
Accrued expenses and other liabilities
  4,379 
  5,337 
Sales tax payable
  912 
  787 
Deferred revenue - current portion
  13,544 
  15,540 
Notes payable and capital lease obligations - current portion (Note N)
 9,347
  3,674 
Notes payable - related parties - current portion
  85 
  86 
Due to related party
  11 
  390 
Total current liabilities
 35,475
  33,704 
 
    
    
LONG-TERM LIABILITIES
    
    
Notes payable and capital lease obligations, net of current portion (Note N)
 11
  4,834 
Notes payable - related parties, net of current portion
  255 
  259 
Deferred revenue, net of current portion
  6,649 
  7,526 
Deferred tax liability
  233 
  220 
Other long-term liabilities
  945 
  1,083 
Total long-term liabilities
 8,093
  13,922 
 
    
    
COMMITMENTS AND CONTINGENCIES (NOTE O)
    
    
 
    
    
STOCKHOLDERS' EQUITY
    
    
Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares
    
    
 issued and outstanding at June 30, 2018 and December 31, 2017
  - 
  - 
Common stock, $.001 par value; 250,000,000 shares authorized;
    
    
176,919,778 and 175,741,970 shares issued at June 30, 2018
    
    
and December 31, 2017, respectively; 166,611,691 and 165,433,883 shares
    
    
outstanding at June 30, 2018 and December 31, 2017, respectively
  177 
  176 
Additional paid-in capital
  63,583 
  63,363 
Accumulated deficit
  (54,705)
  (52,329)
Accumulated other comprehensive loss
  (145)
  (58)
Treasury stock, at cost, 10,308,087 shares at June 30, 2018 and December 31, 2017
  (2,000)
  (2,000)
Total stockholders’ equity
  6,910 
  9,152 
 
 $50,478 
 $56,778 
 
See Note B, Variable Interest Entities, for additional variable interest entity disclosures
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
3

 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands, except per share data)
 
 
 
   Three months ended  
 
 
   Six months ended  
 
 
 
  June 30,  
 
 
  June 30,  
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
Managed IT systems and services
 $10,704 
 $10,811 
 $22,117 
 $20,611 
Professional sales services
  6,803 
  6,005 
  12,014 
  11,876 
Equipment sales and services
  911 
  1,037 
  1,824 
  1,740 
Total revenues
  18,418 
  17,853 
  35,955 
  34,227 
 
    
    
    
    
Cost of revenues
    
    
    
    
Cost of managed IT systems and services
  6,229 
  6,437 
  12,728 
  12,215 
Cost of professional sales services
  1,380 
  1,298 
  2,438 
  2,560 
Cost of equipment sales and services
  372 
  320 
  731 
  584 
Total cost of revenues
  7,981 
  8,055 
  15,897 
  15,359 
Gross profit
  10,437 
  9,798 
  20,058 
  18,868 
 
    
    
    
    
Operating expenses
    
    
    
    
Selling, general and administrative
  10,448 
  10,247 
  21,996 
  20,937 
Research and development
  252 
  260 
  438 
  481 
Total operating expenses
  10,700 
  10,507 
  22,434 
  21,418 
Operating loss
  (263)
  (709)
  (2,376)
  (2,550)
 
    
    
    
    
Other income (expense)
    
    
    
    
Interest and financing costs
  (182)
  (171)
  (353)
  (340)
Interest and other income (expense), net
  36 
  4 
  59 
  (8)
Gain on sale of investment in VSK
  - 
  - 
  212 
  - 
Total other income (expense), net
  (146)
  (167)
  (82)
  (348)
 
    
    
    
    
Loss before income taxes
  (409)
  (876)
  (2,458)
  (2,898)
Income tax expense
  (37)
  (111)
  (57)
  (220)
Net loss
  (446)
  (987)
  (2,515)
  (3,118)
 
    
    
    
    
Other comprehensive loss
    
    
    
    
Foreign currency translation (loss) gain
  (271)
  59 
  (87)
  91 
Comprehensive loss
 $(717)
 $(928)
 $(2,602)
 $(3,027)
 
    
    
    
    
Loss per common share
    
    
    
    
- basic and diluted
 $(0.00)
 $(0.01)
 $(0.02)
 $(0.02)
 
    
    
    
    
Weighted average common shares outstanding
    
    
    
    
- basic and diluted
  164,720 
  161,600 
  164,310 
  161,060 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
4

 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
Total
 
 
 
  Common Stock  
 
 
  Treasury Stock  
 
 
Additional
 
 
Accumulated
 
 
Comprehensive
 
 
 Stockholders’
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Paid-in-Capital
 
 
Deficit
 
 
 Income (Loss)
 
 
Equity
 
Balance at January 1, 2017
  173,812 
 $174 
  (10,308)
 $(2,000)
 $62,856 
 $(47,790)
 $(329)
 $12,911 
Share-based compensation
  1,930 
  2 
  - 
  - 
  512 
  - 
  - 
  514 
Shares not issued for employee tax liability
  - 
  - 
  - 
  - 
  (5)
  - 
  - 
  (5)
Foreign currency translation gain
  - 
  - 
  - 
  - 
  - 
  - 
  271 
  271 
Net loss
  - 
  - 
  - 
  - 
  - 
  (4,539)
  - 
  (4,539)
Balance at December 31, 2017
  175,742 
 $176 
  (10,308)
 $(2,000)
 $63,363 
 $(52,329)
 $(58)
 $9,152 
Share-based compensation
  1,178 
  1 
  - 
  - 
  221 
  - 
  - 
  222 
Adoption of new accounting standard (*)
  - 
  - 
  - 
  - 
  - 
  139 
  - 
  139 
Shares not issued for employee tax liability
  - 
  - 
  - 
  - 
  (1)
  - 
  - 
  (1)
Foreign currency translation loss
  - 
  - 
  - 
  - 
  - 
  - 
  (87)
  (87)
Net loss
  - 
  - 
  - 
  - 
  - 
  (2,515)
  - 
  (2,515)
Balance at June 30, 2018 (unaudited)
  176,920 
 $177 
  (10,308)
 $(2,000)
 $63,583 
 $(54,705)
 $(145)
 $6,910 
 
 
(*) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
5

 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
 
 
   Six months ended  
 
 
 
  June 30,  
 
 
 
2018
 
 
2017
 
Cash flows from operating activities
 
 
 
 
 
 
Net loss
 $(2,515)
 $(3,118)
Adjustments to reconcile net loss to net
    
    
  cash (used in) provided by operating activities
    
    
Depreciation and amortization
  1,202 
  1,170 
Deferred income taxes
  - 
  192 
Loss from interest in joint venture
  9 
  59 
Gain on sale of investment in VSK
  (212)
  - 
Provision for doubtful accounts and commission adjustments
  157 
  65 
Amortization of debt issue costs
  16 
  16 
Share-based compensation
  222 
  317 
Changes in operating assets and liabilities:
    
    
Accounts and other receivables
  2,125 
  3,865 
Receivables due from related parties
  - 
  (116)
Inventories, net
  383 
  (395)
Deferred commission expense
  434 
  (629)
Prepaid expenses and other current assets
  15 
  (36)
Other assets, net
  514 
  621 
Accounts payable
  (230)
  (586)
Accrued commissions
  (671)
  (814)
Accrued expenses and other liabilities
  (733)
  (479)
Sales tax payable
  127 
  (5)
Deferred revenue
  (2,873)
  1,288 
Deferred tax liability
  12 
  84 
Other long-term liabilities
  (138)
  (124)
Net cash (used in) provided by operating activities
  (2,156)
  1,375 
 
    
    
Cash flows from investing activities
    
    
Purchases of equipment and software
  (1,075)
  (1,323)
Proceeds from sale of investment in VSK
  311 
  - 
Net cash used in investing activities
  (764)
  (1,323)
 
    
    
Cash flows from financing activities
    
    
Net borrowings (repayments) on revolving line of credit
  896 
  (426)
Payroll taxes paid by withholding shares
  (1)
  (2)
Repayment of notes payable and capital lease obligations
  (61)
  (202)
Net cash provided by (used in) financing activities
  834 
  (630)
Effect of exchange rate differences on cash and cash equivalents
  4 
  8 
 
    
    
NET DECREASE IN CASH AND CASH EQUIVALENTS
  (2,082)
  (570)
Cash and cash equivalents - beginning of period
  5,245 
  7,087 
Cash and cash equivalents - end of period
 $3,163 
 $6,517 
 
    
    
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
    
    
Interest paid
 $324 
 $319 
Income taxes paid
 $60 
 $30 
 
    
    
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
    
    
Inventories transferred to property and equipment, net
 $- 
 $1 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
6
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
NOTE A - ORGANIZATION AND PLAN OF OPERATIONS
 
Vaso Corporation was incorporated in Delaware in July 1987. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Vaso” or “management” refer to Vaso Corporation and its subsidiaries. The Company changed its name from Vasomedical, Inc. to Vaso Corporation in November 2016 at its annual shareholders meeting. The name was changed because the Company in the several years prior to the name change had substantially diversified its business and the original name, Vasomedical, Inc., no longer portrayed the nature of its overall business. Meanwhile, the Company retained the name of VasoMedical, Inc. and now uses it exclusively for its proprietary medical device business, as the name originally represented.
 
Overview
 
Vaso Corporation principally operates in three distinct business segments in the healthcare and information technology (“IT”) industries. We manage and evaluate our operations, and report our financial results, through these three business segments.
 
IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services;
 
Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for General Electric Healthcare (“GEHC”) into the healthcare provider middle market; and
 
Equipment segment, operating through a wholly-owned subsidiary VasoMedical, Inc., primarily focuses on the design, manufacture, sale and service of the Company's proprietary medical devices.
 
VasoTechnology
 
VasoTechnology, Inc. was formed in May 2015, at the time the Company acquired all of the assets of NetWolves, LLC and its affiliates, including the membership interests in NetWolves Network Services, LLC (collectively, “NetWolves”). It currently consists of a managed network and security service division and a healthcare IT application VAR (value added reseller) division. Its current offerings include:
 
Managed diagnostic imaging applications (national channel partner of GEHC Digital);
Managed network infrastructure (routers, switches and other core equipment);
Managed network transport (FCC licensed carrier reselling 175+ facility partners);
Managed security services.
 
VasoTechnology uses a combination of proprietary technology, methodology and third-party applications to deliver its value proposition.
 
VasoHealthcare
 
VasoHealthcare commenced operations in 2010, in conjunction with the Company’s execution of its exclusive sales representation agreement (“GEHC Agreement”) with GEHC, which is the healthcare business division of the General Electric Company, to further the sale of certain healthcare capital equipment in the healthcare provider middle market. Sales of GEHC equipment by the Company have grown significantly since then.
 
VasoHealthcare’s current offerings consist of:
 
GEHC diagnostic imaging capital equipment;
GEHC service agreements for the above equipment;
GEHC and third party financial services.
 
 
7
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
VasoHealthcare has built a team of over 80 highly experienced sales professionals who utilize proprietary sales management and analytic tools to manage the complete sales process and to increase market penetration.
 
VasoMedical
 
VasoMedical is the Company’s business division for its proprietary medical device operations, including the design, development, manufacturing, sales and service of various medical devices in the domestic and international markets and includes the Vasomedical Global and Vasomedical Solutions business units. These devices are primarily cardiovascular monitoring, diagnostic and therapeutic systems. Its current offerings consist of:
 
Biox™ series Holter monitors and ambulatory blood pressure recorders;
ARCS® series analysis, reporting and communication software for physiological signals such as ECG and blood pressure;
MobiCare™ multi-parameter wireless vital-sign monitoring system;
EECP® therapy system for non-invasive, outpatient treatment of ischemic heart disease.
 
This segment uses its extensive cardiovascular device knowledge coupled with its significant engineering resources to cost-effectively create and market its proprietary technology. It works with a global distribution network of channel partners to sell its products. It also provides engineering and OEM services to other medical device companies.
 
NOTE B – INTERIM STATEMENT PRESENTATION
 
Basis of Presentation and Use of Estimates
 
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in connection with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on April 2, 2018.
 
These unaudited condensed consolidated financial statements include the accounts of the companies over which we exercise control. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim results for the Company. The results of operations for any interim period are not necessarily indicative of results to be expected for any other interim period or the full year.
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the unaudited condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company's management. The Company evaluates its estimates and assumptions on an ongoing basis.
 
Liquidity and Capital Resources
 
At June 30, 2018 the Company had cash and cash equivalents of $3,163,000, and negative working capital, excluding deferred commission expense and deferred revenue which are non-cash items, of $4,879,000. Historically the Company has financed its operations from cash provided from operating activities and borrowings under its lines of credit. For the six months ended June 30, 2018, the Company had a net loss of $2,515,000 and used cash in operations of $2,156,000. At June 30, 2018 the Company had outstanding borrowings under its lines of credit of approximately $4.3 million with availability of approximately $1.7 million. These lines mature on September 30, 2018. It is the management’s intention to renew the lines of credit, and it is currently in negotiation with the lending bank for the renewal. The Company has had a history of renewing these lines of credit upon maturity; therefore, management believes that the lines of credit will be renewed. Additionally, the Company has a conditional commitment to extend $3.6 million of the MedTech Notes for one year through May 29, 2020 (See Note N). The Company expects to maintain sufficient liquidity through its cash on hand, availability of funds under its lines of credit, and internally generated funds to meet its obligations through at least one year from the date of filing of this Form 10-Q.
 
 
8
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Significant Accounting Policies and Recent Accounting Pronouncements
 
Recently Adopted Accounting Pronouncements
 
Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. See Note C for further details.
 
Recently Issued Accounting Pronouncements
 
In February 2016, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, The FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provides an additional and optional transition approach by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This new standard would be effective for the Company beginning January 1, 2019 with early adoption permitted. The Company is still evaluating the impact adoption of this standard will have on its Consolidated Financial Statements.
 
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The standard is effective for fiscal periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment testing dates after January 1, 2017. The standard would only impact the Company in the event of a goodwill impairment. Accordingly, the Company does not expect the adoption of this standard to have a material effect on its Consolidated Financial Statements.
 
Variable Interest Entities
 
The Company follows the guidance of accounting for variable interest entities, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entities. Biox Instruments Co., Ltd. (“Biox”) is a Variable Interest Entity (“VIE”).
 
Liabilities recognized as a result of consolidating this VIE do not represent additional claims on the Company’s general assets. The financial information of Biox, which is included in the accompanying condensed consolidated financial statements, is presented as follows:
 
 
   (in thousands)
 
 
As of
June 30,
2018
 
 
As of
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Cash and cash equivalents
 $39 
 $41 
Total assets
 $1,713 
 $1,599 
Total liabilities
 $1,926 
 $1,745 
 
 
    (in thousands)
 
 
Three months ended June 30,
 
 
Six months ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Total net revenue
 $513 
 $420 
 $919 
 $731 
 
    
    
    
    
Net loss
 $(69)
 $(501)
 $(68)
 $(536)
 
Reclassifications
 
Certain reclassifications have been made to prior period amounts to conform with the current period presentation.
 
 
9
 
Vaso Corporation and Subsidiaries 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
NOTE C – REVENUE RECOGNITION
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. ASU 2014-09 replaced most existing revenue recognition guidance in U.S. GAAP. The new standard introduces a five-step process to be followed in determining the amount and timing of revenue recognition. It also provides guidance on accounting for costs incurred to obtain or fulfill contracts with customers, and establishes disclosure requirements which are more extensive than those required under prior U.S. GAAP. Generally, we recognize revenue under Topic 606 for each of our performance obligations either over time (generally, the transfer of a service) or at a point in time (generally, the transfer of a good) as follows:
 
VasoTechnology
 
Recurring managed network and voice services provided by NetWolves are recognized as provided on a monthly basis (“over time”). Non-recurring charges related to the provision of such services are recognized in the period provided (“point in time”). In the IT VAR business, software system installations are recognized upon verification of installation and expiration of an acceptance period (“point in time”). Monthly post-implementation customer support provided under such installations as well as software solutions offered under a monthly Software as a Service (“SaaS”) fee basis are recognized monthly over the contract term (“over time”).
 
VasoHealthcare
 
Commission revenue is recognized when the underlying equipment has been delivered by GEHC and accepted at the customer site in accordance with the terms of the specific sales agreement (“point in time”).
 
VasoMedical
 
In the United States, we recognized revenue from the sale of our medical equipment in the period in which we deliver the product to the customer (“point in time”). Revenue from the sale of our medical equipment to international markets is recognized upon shipment of the product to a common carrier, as are supplies, accessories and spare parts delivered in both domestic and international markets (“point in time”). The Company also recognizes revenue from the maintenance of EECP® systems either on a time and material as-billed basis (“point in time”) or through the sale of a service contract, where revenue is recognized ratably over the contract term (“over time”).
 
 
10
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Impact of Adoption
 
Effective January 1, 2018, the Company adopted the requirements of Topic 606 using the modified retrospective method, which provided that the cumulative effect from prior periods upon applying the new guidance was recognized in our consolidated balance sheets as of the date of adoption, including an adjustment to retained earnings, and that prior periods are not retrospectively adjusted. The Company elected to apply the modified retrospective method only to contracts that were not completed at January 1, 2018. A summary and discussion of such cumulative effect adjustment and the impact on current period financial statements of adopting Topic 606 is as follows:
 
 
 
   (in thousands)  
 
 
   (in thousands)  
 
 
 
Three months ended June 30, 2018 (unaudited)  
 
 
Six months ended June 30, 2018 (unaudited)  
 
 
 
prior U.S. GAAP
 
 
Topic 606 impact
 
 
as reported
 
 
prior U.S. GAAP
 
 
Topic 606 impact
 
 
as reported
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Professional sales services
 $6,698 
 $105 
 $6,803 
 $11,853
 $161 
 $12,014 
Total revenues
  18,313 
  105 
  18,418 
 35,794
  161 
  35,955 
 
    
    
    
    
    
    
Gross Profit
  10,332 
  105 
  10,437 
 19,897
  161 
  20,058 
 
    
    
    
    
    
    
Operating expenses
    
    
    
    
    
    
Selling, general and administrative
  10,477
  (29)
  10,448 
 22,082
  (86)
  21,996 
Operating loss
 $(397)
 $134
 $(263)
 $(2,623)
 $247
 $(2,376)
 
 
 
   (in thousands)  
 
 
 
   As of June 30, 2018 (unaudited)  
 
 
 
prior U.S. GAAP
 
 
Topic 606 impact
 
 
as reported
 
ASSETS
 
 
 
 
 
 
 
 
 
Accounts and other receivables, net
 $10,532 
 $406 
 $10,938 
Deferred commission expense
 $3,251
 $73 
 $3,324 
Other assets, net
 $2,700 
 $152 
 $2,852 
 
    
    
    
 
    
    
    
LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
    
Deferred revenue - current portion
 $13,345 
 $199 
 $13,544 
Deferred revenue - long term
 $6,603
 $46
 $6,649 
Accumulated deficit
 $(55,091)
 $386
 $(54,705)
 
 
11
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Disaggregation of Revenue
 
The following tables present revenues disaggregated by our business operations and timing of revenue recognition:
 
 
 
(in thousands)
 
 
 
Three Months Ended June 30, 2018 (unaudited)
 
 
Three Months Ended June 30, 2017 (unaudited)
 
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
Network services
 $10,061 
  - 
  - 
 $10,061 
 $9,763 
  - 
  - 
 $9,763 
Software sales and support
  643 
  - 
  - 
  643 
  1,048 
  - 
  - 
  1,048 
Commissions
  - 
  6,803 
  - 
  6,803 
  - 
  6,005 
  - 
  6,005 
Medical equipment sales
  - 
  - 
  645 
  645 
  - 
  - 
  766 
  766 
Medical equipment service
  - 
  - 
  266 
  266 
  - 
  - 
  271 
  271 
 
 $10,704 
 $6,803 
 $911 
 $18,418 
 $10,811 
 $6,005 
 $1,037 
 $17,853 
 
 
 
Six Months Ended June 30, 2018 (unaudited)
 
 
Six Months Ended June 30, 2017 (unaudited) 
 
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
Network services
 $20,272 
  - 
  - 
 $20,272 
 $19,357 
  - 
  - 
 $19,357 
Software sales and support
  1,845 
  - 
  - 
  1,845 
  1,254 
  - 
  - 
  1,254 
Commissions
  - 
  12,014 
  - 
  12,014 
  - 
  11,876 
  - 
  11,876 
Medical equipment sales
  - 
  - 
  1,276 
  1,276 
  - 
  - 
  1,189 
  1,189 
Medical equipment service
  - 
  - 
  548 
  548 
  - 
  - 
  551 
  551 
 
 $22,117 
 $12,014 
 $1,824 
 $35,955 
 $20,611 
 $11,876 
 $1,740 
 $34,227 
 
 
 
Three Months Ended June 30, 2018 (unaudited)
 
 
Three Months Ended June 30, 2017 (unaudited)
 
 
 
IT segment
 
 
Professional
sales
service
segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional
sales
service
segment
 
 
Equipment segment
 
 
Total
 
Revenue recognized over time
 $9,665 
 $- 
 $169 
 $9,834 
 $9,353 
 $- 
 $175 
 $9,528 
Revenue recognized at a point in time
  1,039 
  6,803 
  742 
  8,584 
  1,458 
  6,005 
  862 
  8,325 
 
 $10,704 
 $6,803 
 $911 
 $18,418 
 $10,811 
 $6,005 
 $1,037 
 $17,853 
 
 
 
Six Months Ended June 30, 2018 (unaudited)
 
 
Six Months Ended June 30, 2017 (unaudited)
 
 
 
IT segment
 
 
Professional
sales
service
segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional
sales
service
segment
 
 
Equipment segment
 
 
Total
 
Revenue recognized over time
 $19,755 
 $- 
 $342 
 $20,097 
 $18,522 
 $- 
 $364 
 $18,886 
Revenue recognized at a point in time
  2,362 
  12,014 
  1,482 
  15,858 
  2,089 
  11,876 
  1,376 
  15,341 
 
 $22,117 
 $12,014 
 $1,824 
 $35,955 
 $20,611 
 $11,876 
 $1,740 
 $34,227 
 
 
12
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Transaction Price Allocated to Remaining Performance Obligations
 
As of June 30, 2018, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts approximates $85.8 million, of which we expect to recognize revenue as follows:
 
 
 
(in thousands)
Fiscal years of revenue recognition 
 
 
 
remainder of 2018
 
 
2019
 
 
2020
 
 
 Thereafter  
 
Unfulfilled performance obligations
 $30,442
 $29,575
 $14,014
 $11,783
 
Contract Liabilities
 
Contract liabilities arise in our IT VAR, VasoHealthcare, and VasoMedical businesses. In our IT VAR business, payment arrangements with clients typically include an initial payment due upon contract signing and milestone-based payments based upon product delivery and go-live, as well as post go-live monthly payments for subscription and support fees. Customer payments received, or receivables recorded, in advance of go-live and customer acceptance, where applicable, are deferred as contract liabilities. Such amounts aggregated approximately $511,000 and $371,000 at June 30, 2018 and December 31, 2017, respectively, and are included in accrued expenses and other liabilities in our condensed consolidated balance sheets.
 
In our VasoHealthcare business, we bill amounts for certain milestones in advance of customer acceptance of the equipment. Such amounts aggregated approximately $19,275,000 and $22,126,000 at June 30, 2018 and December 31, 2017, respectively, and are classified in our condensed consolidated balance sheets into current or long-term deferred revenue. In addition, we record a contract liability for amounts expected to be repaid to GEHC due to customer order reductions. Such amounts aggregated approximately $1,662,000 and $1,143,000 at June 30, 2018 and December 31, 2017, respectively, and are included in accrued expenses and other liabilities in our condensed consolidated balance sheets.
 
In our VasoMedical business, we bill amounts for post-delivery services and varying duration service contracts in advance of performance. Such amounts aggregated approximately $918,000 and $941,000 at June 30, 2018 and December 31, 2017, respectively, and are classified in our condensed consolidated balance sheets as either current or long-term deferred revenue.
 
During the three and six months ended June 30, 2018, we recognized approximately $2.9 million and $4.5 million of revenues that were included in our contract liability balance at the beginning of such periods.
 
Costs to Obtain or Fulfill a Contract
 
Topic 606 requires that incremental costs of obtaining a contract are recognized as an asset and amortized to expense in a pattern that matches the timing of the revenue recognition of the related contract. We have determined the only significant incremental costs incurred to obtain contracts with customers within the scope of Topic 606 are certain sales commissions paid to associates. In addition, the Company elected the practical expedient to recognize the incremental costs of obtaining a contract when incurred for contracts where the amortization period for the asset the Company would otherwise have recognized is one year or less.
 
 
13
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Under prior U.S. GAAP, we recognized sales commissions in our equipment segment as incurred. Under Topic 606, sales commissions applicable to service contracts exceeding one year have been capitalized and amortized ratably over the term of the contract. In our IT VAR business, all commissions paid in advance of go-live were, under prior U.S. GAAP, capitalized as deferred commission expense and charged to expense at go-live or customer acceptance, as applicable. Under Topic 606, IT VAR commissions allocable to multi-year subscription contracts or multi-year post-contract support performance obligations are amortized to expense ratably over the terms of the multi-year periods. IT VAR commissions allocable to other elements continue to be charged to expense at go-live or customer acceptance, as was previously done. At the date of adoption of Topic 606, we recorded an asset, and related adjustment to retained earnings, of approximately $139,000 in our condensed consolidated balance sheets for the amount of unamortized sales commissions for prior periods, as calculated under the new guidance. The impact to our financial statements of adopting Topic 606, as it relates to costs to obtain contracts, was a reduction in commission expense of approximately $29,000 and $86,000 for the three and six months ended June 30, 2108, respectively, an increase in deferred commission expense of approximately $73,000, and an increase in long term deferred commission expense (recorded in other assets) of approximately $152,000 (inclusive of the beginning balance adjustment of $139,000).
 
In our professional sales services segment, under both prior U.S. GAAP and Topic 606, commissions paid to our sales force are deferred until the underlying equipment is accepted by the customer.
 
At June 30, 2018, our condensed consolidated balance sheet includes approximately $5,012,000 in capitalized sales commissions to be expensed in future periods, of which $3,324,000 is recorded in deferred commission expense and $1,688,000, representing the long term portion, is included in other assets.
 
Significant Judgments when Applying Topic 606
 
Contract transaction price is allocated to performance obligations using estimated stand-alone selling price. Judgment is required in estimating stand-alone selling price for each distinct performance obligation. We determine stand-alone selling price maximizing observable inputs such as stand-alone sales when they exist or substantive renewal price charged to clients. In instances where stand-alone selling price is not observable, we utilize an estimate of stand-alone selling price based on historical pricing and industry practices.
 
Certain revenue we record in our professional sales service segment contains an estimate for variable consideration. Due to the tiered structure of our commission rate, which increases as annual targets are achieved, under Topic 606 we record revenue and deferred revenue at the rate we expect to be achieved by year end. Under prior U.S. GAAP, we recognized revenue at the rate achieved at the applicable reporting date. We base our estimate of variable consideration on historical results of previous years’ achievement under the GEHC agreement. Such estimate will be reviewed each quarter and adjusted as applicable. At June 30, 2018, the Company recorded approximately $406,000 in additional accounts and other receivables, net; $245,000 in additional combined short term and long term deferred revenue; and, for the three and six months ended June 30, 2018, $105,000 and $161,000, respectively, in additional commission revenue resulting from our estimate of variable consideration. For both the three and six months ended June 30, 2018, the Company recognized a $226,000 reduction in revenue associated with revisions to variable consideration for performance obligations completed in the three months ended March 31, 2018.
 
NOTE D – SEGMENT REPORTING AND CONCENTRATIONS
 
Vaso Corporation principally operates in three distinct business segments in the healthcare and information technology industries. We manage and evaluate our operations, and report our financial results, through these three reportable segments.
 
IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services;
 
Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for GEHC into the healthcare provider middle market; and
 
Equipment segment, operating through a wholly-owned subsidiary VasoMedical, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices.
 
The chief operating decision maker is the Company’s Chief Executive Officer, who, in conjunction with upper management, evaluates segment performance based on operating income and adjusted EBITDA (net income (loss), plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash stock-based compensation). Administrative functions such as finance, human resources, and information technology are centralized and related expenses allocated to each segment. Other costs not directly attributable to operating segments, such as audit, legal, director fees, investor relations, and others, as well as certain assets – primarily cash balances – are reported in the Corporate entity below. There are no intersegment revenues. Summary financial information for the segments is set forth below:
 
 
14
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
                  
 
 
(in thousands)
 
 
 
 Three months ended
 
 
 Six months ended
 
 
 
June 30,
 
 
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Revenues from external customers
 
 
 
 
 
 
 
 
 
 
 
 
IT
 $10,704 
 $10,811 
 $22,117 
 $20,611 
Professional sales service
  6,803 
  6,005 
  12,014 
  11,876 
Equipment
  911 
  1,037 
  1,824 
  1,740 
Total revenues
 $18,418 
 $17,853 
 $35,955 
 $34,227 
 
    
    
    
    
Gross Profit
    
    
    
    
IT
 $4,475 
 $4,374 
 $9,389 
 $8,396 
Professional sales service
  5,423 
  4,707 
  9,576 
  9,316 
Equipment
  539 
  717 
  1,093 
  1,156 
Total gross profit
 $10,437 
 $9,798 
 $20,058 
 $18,868 
 
    
    
    
    
Operating (loss) income
    
    
    
    
IT
 $(845)
 $(712)
 $(1,280)
 $(1,630)
Professional sales service
  1,164 
  403 
  110 
  318 
Equipment
  (339)
  (127)
  (566)
  (532)
Corporate
  (243)
  (273)
  (640)
  (706)
Total operating loss
 $(263)
 $(709)
 $(2,376)
 $(2,550)
 
    
    
    
    
Capital expenditures
    
    
    
    
IT
 $794 
 $432 
 $1,052 
 $1,188 
Professional sales service
  - 
  36 
  - 
  114 
Equipment
  2 
  16 
  20 
  21 
Corporate
 -
  - 
  3 
  - 
Total cash capital expenditures
 $796 
 $484 
 $1,075 
 $1,323 
 
 
 
(in thousands)
 
 
 
June 30, 2018
 
 
December 31, 2017
 
 
 
(unaudited)
 
 
 
 
Identifiable Assets
 
 
 
 
 
 
IT
 $28,120 
 $28,320 
Professional sales service
  11,956 
  15,658 
Equipment
  7,394 
  7,830 
Corporate
  3,008 
  4,970 
Total assets
 $50,478 
 $56,778 
 
GE Healthcare accounted for 37% and 34% of revenue for the three months ended June 30, 2018 and 2017, respectively, and 33% and 35% of revenue for the six months ended June 30, 2018 and 2017, respectively. GE Healthcare also accounted for $6.5 million or 60%, and $8.9 million or 67%, of accounts and other receivables at June 30, 2018 and December 31, 2017, respectively.
 
 
15
 
  Vaso Corporation and Subsidiaries 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
NOTE E – LOSS PER COMMON SHARE
 
Basic loss per common share is computed as loss applicable to common stockholders divided by the weighted-average number of common shares outstanding for the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common stock.
 
The following table represents common stock equivalents that were excluded from the computation of diluted loss per share for the three and six months ended June 30, 2018 and 2017, because the effect of their inclusion would be anti-dilutive.
 
 
 
(in thousands)
 
 
 
For the three months ended
 
 
For the six months ended
 
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Stock options
  - 
  600 
  - 
  600 
Restricted common stock grants
  3,874 
  5,792 
  3,874 
  5,792 
 
  3,874 
  6,392 
  3,874 
  6,392 
 
NOTE F – ACCOUNTS AND OTHER RECEIVABLES, NET
 
The following table presents information regarding the Company’s accounts and other receivables as of June 30, 2018 and December 31, 2017:
 
 
 
(in thousands)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Trade receivables
 $14,807 
 $18,056 
Unbilled receivables
  458 
  - 
Due from employees
  32 
  41 
Allowance for doubtful accounts and
    
    
commission adjustments
  (4,359)
  (4,872)
Accounts and other receivables, net
 $10,938 
 $13,225 
 
Contract receivables under Topic 606 consist of trade receivables and unbilled receivables. Trade receivables include amounts due for shipped products and services rendered. Unbilled receivables represents variable consideration recognized in accordance with Topic 606 but not yet billable. Amounts recorded – billed and unbilled - under the GEHC Agreement are subject to adjustment in subsequent periods should the underlying sales order amount, upon which the receivable is based, change.
 
Allowance for doubtful accounts and commission adjustments include estimated losses resulting from the inability of our customers to make required payments, and adjustments arising from subsequent changes in sales order amounts that may reduce the amount the Company will ultimately receive under the GEHC Agreement. Due from employees is primarily commission advances made to sales personnel.
 
 
16
 
  Vaso Corporation and Subsidiaries 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
NOTE G – INVENTORIES, NET
 
Inventories, net of reserves, consist of the following:
 
 
 
(in thousands)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Raw materials
 $591 
 $530 
Work in process
  344 
  449 
Finished goods
  1,022 
  1,376 
 
 $1,957 
 $2,355 
 
At June 30, 2018 and December 31, 2017, the Company maintained reserves for slow moving inventories of $604,000 and $746,000, respectively.
 
NOTE H – GOODWILL AND OTHER INTANGIBLES
 
Goodwill aggregating $17,423,000 and $17,471,000 was recorded on the Company’s condensed consolidated balance sheets at June 30, 2018 and December 31, 2017, respectively, of which $14,375,000 is allocated to the IT segment and $3,048,000 is allocated to the equipment segment. The components of the change in goodwill are as follows:
 
 
 
 (in thousands)
 
 
 
 Carrying Amount
 
 
 
 
 
Balance at December 31, 2017
 $17,471 
Foreign currency translation adjustment
  (48)
Balance at June 30, 2018 (unaudited)
 $17,423 
 
The Company’s other intangible assets consist of capitalized customer-related intangibles, patent and technology costs, and software costs, as set forth in the following:
 
 
 
(in thousands)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Customer-related
 
 
 
 
 
 
Costs
 $5,831 
 $5,831 
Accumulated amortization
  (2,811)
  (2,501)
 
  3,020 
  3,330 
 
    
    
Patents and Technology
    
    
Costs
  2,305 
  2,331 
Accumulated amortization
  (1,353)
  (1,260)
 
  952 
  1,071 
 
    
    
Software
    
    
Costs
  2,077 
  1,819 
Accumulated amortization
  (1,067)
  (966)
 
  1,010 
  853 
 
    
    
 
 $4,982 
 $5,254 
 
 
17
 
 
Vaso Corporation and Subsidiaries 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
Patents and technology are amortized on a straight-line basis over their estimated useful lives of ten and eight years, respectively. The cost of significant customer-related intangibles is amortized in proportion to estimated total related revenue; cost of other customer-related intangible assets is amortized on a straight-line basis over the asset's estimated economic life of seven years. Software costs are amortized on a straight-line basis over its expected useful life of five years.
 
Amortization expense amounted to $249,000 and $305,000 for the three months ended June 30, 2018 and 2017, respectively, and $505,000 and $591,000 for the six months ended June 30, 2018 and 2017, respectively.
 
Amortization of intangibles for the next five years is:
 
 
 
(in thousands)
 
Years ending December 31,
 
(unaudited)
 
Remainder of 2018
 $500 
2019
  965 
2020
  882 
2021
  806 
2022
  531 
Total
 $3,684 
 
NOTE I – OTHER ASSETS, NET
 
Other assets, net consist of the following at June 30, 2018 and December 31, 2017:
 
 
 
(in thousands)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Deferred commission expense - noncurrent
 $1,688 
 $1,867 
Trade receivables - noncurrent
  616 
  968 
Other, net of allowance for loss on loan receivable of
    
    
  $412 at June 30, 2018 and December 31, 2017
  548 
  1,012 
 
 $2,852 
 $3,847 
 
NOTE J – ACCRUED EXPENSES AND OTHER LIABILITIES
 
Accrued expenses and other liabilities consist of the following at June 30, 2018 and December 31, 2017:
 
 
 
(in thousands)
 
 
 
June 30,
2018
 
 
December 31,
2017
 
 
 
(unaudited)
 
 
 
 
Accrued compensation
 $563 
 $1,181 
Accrued expenses - other
  1,279 
  2,207 
Other liabilities
  2,537 
  1,949 
 
 $4,379 
 $5,337 
 
 
18
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
NOTE K - DEFERRED REVENUE
 
The changes in the Company’s deferred revenues are as follows:
 
 
 
(in thousands)
 
 
 
For the three months ended
 
 
For the six months ended
 
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Deferred revenue at beginning of period
 $21,295 
 $19,785 
 $23,066 
 $19,404 
Additions:
    
    
    
    
Deferred extended service contracts
  122 
  248 
  314 
  435 
Deferred in-service and training
  3 
  8 
  3 
  8 
Deferred service arrangements
  5 
  20 
  5 
  20 
Deferred commission revenues
  1,710 
  3,367 
  2,169 
  6,251 
Recognized as revenue:
    
    
    
    
Deferred extended service contracts
  (160)
  (164)
  (321)
  (341)
Deferred in-service and training
  - 
  (8)
  (3)
  (10)
Deferred service arrangements
  (9)
  (11)
  (21)
  (23)
Deferred commission revenues
  (2,773)
  (2,553)
  (5,019)
  (5,052)
Deferred revenue at end of period
  20,193 
  20,692 
  20,193 
  20,692 
Less: current portion
  13,544 
  11,062 
  13,544 
  11,062 
Long-term deferred revenue at end of period
 $6,649 
 $9,630 
 $6,649 
 $9,630 
 
NOTE L – LINE OF CREDIT
 
NetWolves maintains a $4.0 million line of credit with a lending institution. Advances under the line, which expires on September 30, 2018, bear interest at a rate of LIBOR plus 2.25% and are secured by substantially all of the assets of NetWolves Network Services, LLC and guaranteed by Vaso Corporation. At June 30, 2018, the Company had drawn approximately $3.5 million against the line. The draw is included in notes payable and capital lease obligations – current portion in the Company’s condensed consolidated balance sheet.
 
The Company maintains an additional $2.0 million line of credit with a lending institution. Advances under the line, which expires on September 30, 2018, bear interest at a rate of LIBOR plus 2.25% and are secured by substantially all of the assets of the Company. At June 30, 2018, the Company had drawn approximately $0.8 million against the line. The line of credit agreement includes certain financial covenants. At June 30, 2018, and in certain prior quarters, the Company was not in compliance with such covenants.
 
NOTE M – EQUITY
 
In March 2018, the Company granted 725,000 shares of restricted common stock to officers under the 2016 Stock Plan. The shares vested in April 2018. In May and June 2018, the Company granted a total of 575,000 shares of restricted common stock to employees, vesting over a three year period.
 
NOTE N – RELATED-PARTY TRANSACTIONS
 
The Company made interest payments, aggregating approximately $109,000 in each of the three month periods ended June 30, 2018 and 2017, and approximately $217,000 in each of the six month periods ended June 30, 2018 and 2017, to MedTechnology Investments, LLC (“MedTech”) pursuant to its $4,800,000 promissory notes (“Notes”). The Notes bear interest, payable quarterly, at an annual rate of 9%, mature on May 29, 2019, may be prepaid without penalty, and are subordinated to any current or future Senior Debt as defined in the Subordinated Security Agreement. The Subordinated Security Agreement secures payment and performance of the Company’s obligations under the Notes and as a result, MedTech was granted a subordinated security interest in the Company’s assets. The MedTech Notes were used in 2015 to partially fund the purchase of NetWolves. $2,300,000 of the $4,800,000 provided by MedTech was provided by directors of the Company, or by their family members. In August 2018, MedTech committed to extend the maturity date of $3,600,000 of the Notes an additional year, if necessary, from May 29, 2019 to May 29, 2020 provided that a minimum of $1.2 million of the principal is paid on or before May 29, 2019. The interest rate would increase to 10% effective May 30, 2019. The entire outstanding balance of the MedTech Notes is included as current liabilities.
 
 
19
 
Vaso Corporation and Subsidiaries 
 
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
David Lieberman, the Vice Chairman of the Company’s Board of Directors, is a practicing attorney in the State of New York and a senior partner at the law firm of Beckman, Lieberman & Barandes, LLP, which performs certain legal services for the Company. Fees of approximately $85,000 were billed by the firm for each of the three month periods ended June 30, 2018 and 2017, and fees of approximately $170,000 were billed by the firm for each of the six month periods ended June 30, 2018 and 2017, at which dates no amounts were outstanding.
 
In March 2018, the Company sold its interest in the VSK joint venture to PSK for a sales price of $676,000 and executed a distributor agreement, expiring December 31, 2020, with VSK for the sale of the Company’s EECP® products in certain international markets. The sale resulted in a gain of approximately $212,000. Prior to the sale, the Company’s pro-rata share in VSK’s loss from operations approximated $14,000 for the three months ended June 30, 2017, and $9,000 and $59,000 for the six months ended June 30, 2018 and 2017, respectively, and is included in interest and other income, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income.
 
NOTE O – COMMITMENTS AND CONTINGENCIES
 
Litigation
 
The Company is currently, and has been in the past, a party to various legal proceedings, primarily employee related matters, incident to its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the business or consolidated financial condition of the Company.
 
Sales representation agreement
 
In December 2017, the Company concluded an amendment of the GEHC Agreement with GEHC, originally signed on May 19, 2010. The amendment extends the term of the original agreement, which began on July 1, 2010 and was previously extended in 2012 and 2015, through December 31, 2022, subject to earlier termination with or without cause under certain circumstances after timely notice, making it the longest extension thus far with a remaining term of five years from December 31, 2017. Under the agreement, VasoHealthcare is the exclusive representative for the sale of select GE Healthcare diagnostic imaging products to specific market segments/accounts in the 48 contiguous states of the United States and the District of Columbia. The circumstances under which early termination of the agreement may occur include: not materially achieving certain sales goals, not maintaining a minimum number of sales representatives, and not meeting various legal and GEHC policy requirements. Under the terms of the agreement, the Company is required to lease dedicated computer equipment from GEHC for connectivity to their network and share certain GEHC sales costs.
 
 
20
 
 
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions;the effect of the dramatic changes taking place in the healthcare environment; the impact of competitive procedures and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in the conduct of clinical trials and other product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas;continuation of the GEHC agreements and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.
 
Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Vaso” or “management” refer to Vaso Corporation and its subsidiaries
 
General Overview
 
Vaso Corporation (“Vaso”) was incorporated in Delaware in July 1987. We principally operate in three distinct business segments in the healthcare and information technology industries. We manage and evaluate our operations, and report our financial results, through these three business segments.
 
IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services;
 
Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for GEHC into the healthcare provider middle market; and
 
Equipment segment, operating through a wholly-owned subsidiary VasoMedical, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices.
 
Critical Accounting Policies and Estimates
 
Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.
 
Certain of our accounting policies are deemed “critical”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our critical accounting policies, see Note B to the condensed consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on April 2, 2018.
 
 
21
 
 
Results of Operations – For the Three Months Ended June 30, 2018 and 2017
 
Revenues
 
Total revenue for the three months ended June 30, 2018 and 2017 was $18,418,000 and $17,853,000, respectively, representing an increase of $565,000, or 3% year-over-year. On a segment basis, revenue in the professional sales service segment increased $798,000 while revenue in the IT and equipment segments decreased $107,000 and $126,000, respectively.
 
Revenue in the IT segment for the three months ended June 30, 2018 was $10,704,000 compared to $10,811,000 for the three months ended June 30, 2017, a decrease of $107,000, or 1%, of which $406,000 resulted from a decrease in the healthcare IT VAR business, due to fewer healthcare IT solutions installations in the second quarter of 2018, partially offset by a $299,000 increase in the operations of NetWolves. Our monthly recurring revenue in the managed network services operations continues to grow month over month as we add new customers and expand our services to existing customers; at the same time, the backlog of orders in our healthcare IT operations increased to $12.4 million at June 30, 2018 from $8.8 million at June 30, 2017, due to growth in orders and clients. We anticipate that as our healthcare IT operations become more developed and the service delivery process accelerated, the backlog should convert to revenue in a more timely fashion and, coupled with continued growth in order volume, financial results should improve in this segment.
 
Commission revenues in the professional sales service segment were $6,803,000 in the second quarter of 2018, an increase of 13%, as compared to $6,005,000 in the same quarter of 2017. The increase in commission revenues was due primarily to an increase in the volume of underlying equipment delivered by GEHC during the period. The Company only recognizes commission revenue when the underlying equipment has been accepted at the customer site in accordance with the specific terms of the sales agreement. Consequently, amounts billable, or billed and received, under the agreement with GE Healthcare prior to customer acceptance of the equipment are recorded as deferred revenue in the condensed consolidated balance sheet. As of June 30, 2018, $19,275,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which $6,221,000 was long-term. At June 30, 2017, $19,704,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which $9,188,000 was long-term. The decrease in deferred revenue is principally due to a decrease in orders booked and the increase in deliveries by GEHC. We anticipate that revenue will increase in the remaining quarters of 2018 as deliveries increase.
 
Revenue in the equipment segment decreased by $126,000, or 12%, to $911,000 for the three-month period ended June 30, 2018 from $1,037,000 for the same period of the prior year. The decrease was principally due to lower sales of EECP® equipment partially offset by higher sales of Biox ambulatory monitors and ARCS software.
 
Gross Profit
 
Gross profit for the three months ended June 30, 2018 and 2017 was $10,437,000, or 57% of revenue, and $9,798,000, or 55% of revenue, respectively, representing an increase of $639,000, or 7% year-over-year. On a segment basis, gross profit in the IT and professional sales service segments increased $101,000, or 2%, and $716,000, or 15%, respectively, while gross profit in the equipment segment decreased $178,000, or 25%.
 
IT segment gross profit for the three months ended June 30, 2018 was $4,475,000, or 42% of the segment revenue, compared to $4,374,000, or 40% of the segment revenue for the three months ended June 30, 2017. The year-over-year increase of $101,000, or 2%, was primarily a result of higher sales.
 
Professional sales service segment gross profit was $5,423,000, or 80% of segment revenue, for the three months ended June 30, 2018 as compared to $4,707,000, or 78% of the segment revenue, for the three months ended June 30, 2017, reflecting an increase of $716,000. The increase in absolute dollars was primarily due to higher commission revenue as a result of higher volume of GEHC equipment delivered during the second quarter of 2018 than in the same period last year. Cost of commissions in the professional sales service segment of $1,380,000 and $1,298,000, for the three months ended June 30, 2018 and 2017, respectively, reflected commission expense associated with recognized commission revenues.
 
22
 
 
Commission expense associated with short-term deferred revenue is recorded as short-term deferred commission expense, or with long-term deferred revenue as part of other assets, on the balance sheet until the related commission revenue is recognized.
 
Equipment segment gross profit decreased to $539,000, or 59% of segment revenues, for the second quarter of 2018 compared to $717,000, or 69% of segment revenues, for the same quarter of 2017. The $178,000, or 25%, decrease in gross profit was due to lower sales volume, as well as by a gross profit margin decrease due mainly to a higher proportion of lower margin products in the sales mix in the second quarter of 2018, compared to the second quarter of 2017.
 
Operating Loss
 
Operating loss for the three months ended June 30, 2018 and 2017 was $263,000 and $709,000, respectively, representing an improvement of $446,000, due to the increase in gross profit partially offset by higher operating costs (defined below). On a segment basis, operating income in the professional sales service segment increased $761,000, while operating loss in the IT and equipment segments increased $133,000 and $212,000, respectively. In addition, corporate expenses decreased $30,000.
 
Operating loss in the IT segment increased $133,000 in the three-month period ended June 30, 2018 as compared to the same period of 2017 due to higher selling, general, and administrative (“SG&A”) costs, partially offset by higher gross profit and lower research and development (“R&D”) costs. Operating income in the professional sales service segment increased $761,000 in the three-month period ended June 30, 2018 as compared to operating income in the same period of 2017 due to higher gross profit combined with lower SG&A costs. The increase in equipment segment operating loss of $212,000 in the second quarter of 2018 was due to lower gross profit and higher R&D costs.
 
SG&A costs for the three months ended June 30, 2018 and 2017 were $10,448,000 and $10,247,000, respectively, representing an increase of $201,000, or 2% year-over-year. On a segment basis, SG&A costs in the IT segment increased by $308,000 in the second quarter of 2018 from the same quarter of the prior year due to increased personnel costs. SG&A costs in the professional sales service segment decreased $46,000 due mainly to lower personnel-related costs, and SG&A costs in the equipment segment decreased $32,000 due mainly to lower legal fees and lower EECP® commissions. Corporate costs not allocated to segments decreased by $30,000 in the three months ended June 30, 2018 from the same period in 2017, due primarily to lower director and accounting fees.
 
Research and development (“R&D”) expenses were $252,000, or 1% of revenues, for the second quarter of 2018, a decrease of $8,000, or 3%, from $260,000, or 1% of revenues, for the second quarter of 2017. The decrease is primarily attributable to lower software development expenses in the IT segment.
 
Adjusted EBITDA
 
We define Adjusted EBITDA (earnings (loss) before interest, taxes, depreciation and amortization), which is a non-GAAP financial measure, as net income (loss), plus interest expense (income), net; tax expense;depreciation and amortization; and non-cash expenses for share-based compensation.  Adjusted EBITDA is a metric that is used by the investment community for comparative and valuation purposes. We disclose this metric in order to support and facilitate the dialogue with research analysts and investors.
 
Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and should not be considered a substitute for operating income, which we consider to be the most directly comparable U.S. GAAP measure. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with U.S. GAAP. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
 
A reconciliation of net income to Adjusted EBITDA is set forth below:
 
23
 
 
 
 
(in thousands)
Three months ended June 30,
 
 
 
2018
 
 
2017
 
 
 
(unaudited)
 
 
(unaudited)
 
Net loss
 $(446)
 $(987)
Interest expense (income), net
  177 
  166 
Income tax expense
  37 
  111 
Depreciation and amortization
  607 
  588 
Share-based compensation
  81 
  98 
Adjusted EBITDA
 $456 
 $(24)
 
Adjusted EBITDA increased by $480,000, to $456,000 in the quarter ended June 30, 2018 from $(24,000) in the quarter ended June 30, 2017. The increase was primarily attributable to the lower net loss, partially of