10-Q 1 vaso_10q.htm QUARTERLY REPORT vaso_10q
 8/11/2020 16:47 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2020
 
[ ] 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 [X]No [ ]
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).Yes [X] No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
 
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ X ] Smaller Reporting Company [X]
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 [X]
 
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Number of Shares Outstanding of Common Stock, $.001 Par Value, at August 9, 2020 – 174,715,411
 

 
 
 
Vaso Corporation and Subsidiaries
 
 
INDEX
 
3
3
3
4
5
6
7
20
25
26
26
 
 
8/11/2020 16:47 PM
 
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,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $6,944 
 $2,124 
Accounts and other receivables, net of an allowance for doubtful
    
    
accounts and commission adjustments of $3,815 at June 30, 2020
    
    
and $4,285 at December 31, 2019
  4,196 
  15,852 
Receivables due from related parties
  158 
  18 
Inventories
  1,162 
  1,941 
Deferred commission expense
  2,048 
  2,785 
Prepaid expenses and other current assets
  1,278 
  1,339 
 Total current assets
  15,786 
  24,059 
 
    
    
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
    
    
$8,053 at June 30, 2020 and $7,560 at December 31, 2019
  4,318 
  4,954 
OPERATING LEASE RIGHT OF USE ASSETS
  1,070 
  870 
GOODWILL
  15,588 
  17,271 
INTANGIBLES, net
  4,107 
  4,301 
OTHER ASSETS, net
  3,832 
  2,586 
DEFERRED TAX ASSETS, net
  323 
  323 
 
 $45,024 
 $54,364 
 
    
    
LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
CURRENT LIABILITIES
    
    
Accounts payable
 $3,795 
 $6,179 
Accrued commissions
  759 
  2,102 
Accrued expenses and other liabilities
  4,369 
  5,344 
Finance lease liabilities - current
  180 
  170 
Operating lease liabilities - current
  619 
  549 
Sales tax payable
  638 
  887 
Deferred revenue - current portion
  9,187 
  12,345 
Notes payable - current portion
  9,742 
  2,700 
Notes payable - related parties - current portion
  530 
  1,233 
Due to related party
  3 
  19 
Total current liabilities
  29,822 
  31,528 
 
    
    
LONG-TERM LIABILITIES
    
    
Notes payable, net of current portion
  2,006 
  8,121 
Notes payable - related parties, net of current portion
  - 
  20 
Finance lease liabilities, net of current portion
  346 
  437 
Operating lease liabilities, net of current portion
  450 
  321 
Deferred revenue, net of current portion
  7,293 
  6,998 
Deferred tax liability
  - 
  124 
Other long-term liabilities
  1,120 
  1,026 
Total long-term liabilities
  11,215 
  17,047 
 
    
    
COMMITMENTS AND CONTINGENCIES (NOTE P)
    
    
 
    
    
STOCKHOLDERS' EQUITY
    
    
Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares
    
    
 issued and outstanding at June 30, 2020 and December 31, 2019
  - 
  - 
Common stock, $.001 par value; 250,000,000 shares authorized;
    
    
184,968,268 and 183,744,376 shares issued at June 30, 2020 and December 31, 2019;
    
    
174,660,181 and 173,436,289 shares outstanding at June 30, 2020 and December 31, 2019
  185 
  184 
Additional paid-in capital
  63,856 
  63,803 
Accumulated deficit
  (57,849)
  (55,885)
Accumulated other comprehensive loss
  (205)
  (313)
Treasury stock, at cost, 10,308,087 shares at June 30, 2020 and December 31, 2019
  (2,000)
  (2,000)
Total stockholders’ equity
  3,987 
  5,789 
 
 $45,024 
 $54,364 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
3
8/11/2020 16:47 PM
 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share data)
 
 
 
   Three months ended  
 
 
   Six months ended  
 
 
 
  June 30,  
 
 
  June 30,  
 
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
Revenues
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Managed IT systems and services
 $10,822 
 $11,405 
 $22,161 
 $22,732 
Professional sales services
  4,720 
  5,131 
  9,887 
  8,546 
Equipment sales and services
  798 
  1,007 
  1,577 
  1,789 
Total revenues
  16,340 
  17,543 
  33,625 
  33,067 
 
    
    
    
    
Cost of revenues
    
    
    
    
Cost of managed IT systems and services
  6,650 
  6,777 
  13,462 
  13,378 
Cost of professional sales services
  950 
  910 
  1,970 
  1,640 
Cost of equipment sales and services
  320 
  445 
  577 
  751 
Total cost of revenues
  7,920 
  8,132 
  16,009 
  15,769 
Gross profit
  8,420 
  9,411 
  17,616 
  17,298 
 
    
    
    
    
Operating expenses
    
    
    
    
Selling, general and administrative
  8,769 
  9,703 
  19,035 
  20,044 
Research and development
  183 
  228 
  365 
  428 
Total operating expenses
  8,952 
  9,931 
  19,400 
  20,472 
Operating loss
  (532)
  (520)
  (1,784)
  (3,174)
 
    
    
    
    
Other (expense) income
    
    
    
    
Interest and financing costs
  (152)
  (235)
  (414)
  (460)
Interest and other income, net
  (12)
  32 
  16 
  73 
Gain on sale of equity in EECP Global
  110 
  - 
  110 
  - 
Total other (expense) income, net
  (54)
  (203)
  (288)
  (387)
 
    
    
    
    
Loss before income taxes
  (586)
  (723)
  (2,072)
  (3,561)
Income tax (expense) benefit
  (11)
  (27)
  108 
  (38)
Net loss
  (597)
  (750)
  (1,964)
  (3,599)
 
    
    
    
    
Other comprehensive income (loss)
    
    
    
    
Foreign currency translation (loss) gain
  (14)
  (75)
  (79)
  62 
Comprehensive loss
 $(611)
 $(825)
 $(2,043)
 $(3,537)
 
    
    
    
    
Loss per common share
    
    
    
    
- basic and diluted
 $(0.00)
 $(0.00)
 $(0.01)
 $(0.02)
 
    
    
    
    
Weighted average common shares outstanding
    
    
    
    
- basic and diluted
  169,746 
  167,131 
  169,071 
  166,996 
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
4
8/11/2020 16:47 PM
 
Vaso Corporation and Subsidiaries
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
 
 
 
 Common Stock  
 
 
 Treasury Stock  
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Loss
 
 
Total Stockholders’ Equity
 
Balance at January 1, 2019
  177,417 
 $178 
  (10,308)
  (2,000)
 $63,672 
 $(55,924)
 $(315)
 $5,611 
Share-based compensation
  - 
  - 
  - 
  - 
  44 
  - 
  - 
  44 
Foreign currency translation gain
  - 
  - 
  - 
  - 
  - 
  - 
  137 
  137 
Net loss
  - 
  - 
  - 
  - 
  - 
  (2,849)
  - 
  (2,849)
Balance at March 31, 2019 (unaudited)
  177,417 
 $178 
  (10,308)
 $(2,000)
 $63,716 
 $(58,773)
 $(178)
 $2,943 
Share-based compensation
  5,438 
  5 
  - 
  - 
  49 
  - 
  - 
  54 
Shares not issued for employee tax liability
  - 
  - 
  - 
  - 
  (2)
  - 
  - 
  (2)
Foreign currency translation loss
  - 
  - 
  - 
  - 
  - 
  - 
  (75)
  (75)
Net loss
  - 
  - 
  - 
  - 
  - 
  (750)
  - 
  (750)
Balance at June 30, 2019 (unaudited)
  182,855 
 $183 
  (10,308)
 $(2,000)
 $63,763 
 $(59,523)
 $(253)
 $2,170 
 
    
    
    
    
    
    
    
    
Balance at January 1, 2020
  183,744 
 $184 
  (10,308)
  (2,000)
 $63,803 
 $(55,885)
 $(313)
 $5,789 
Share-based compensation
  1,000 
  1 
  - 
  - 
  26 
  - 
  - 
  27 
Foreign currency translation loss
  - 
  - 
  - 
  - 
  - 
  - 
  (65)
  (65)
Net loss
  - 
  - 
  - 
  - 
  - 
  (1,367)
  - 
  (1,367)
Balance at March 31, 2020 (unaudited)
  184,744 
 $185 
  (10,308)
 $(2,000)
 $63,829 
 $(57,252)
 $(378)
 $4,384 
Share-based compensation
  224 
  - 
  - 
  - 
  27 
  - 
  - 
  27 
Reclassify accumulated translation loss (see Note M)
  - 
  - 
  - 
  - 
  - 
  - 
  187 
  187 
Foreign currency translation loss
  - 
  - 
  - 
  - 
  - 
  - 
  (14)
  (14)
Net loss
  - 
  - 
  - 
  - 
  - 
  (597)
  - 
  (597)
Balance at June 30, 2020 (unaudited)
  184,968 
 $185 
  (10,308)
 $(2,000)
 $63,856 
 $(57,849)
 $(205)
 $3,987 
 
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,  
 
 
 
2020
 
 
2019
 
Cash flows from operating activities
 
 
 
 
 
 
Net loss
 $(1,964)
 $(3,599)
Adjustments to reconcile net loss to net
    
    
  cash provided by (used in) operating activities
    
    
Depreciation and amortization
  1,251 
  1,345 
Deferred income taxes
  (122)
  - 
Loss from investment in EECP Global
  39 
  - 
Gain on sale of equity in EECP Global
  (110)
  - 
Provision for doubtful accounts and commission adjustments
  295 
  168 
Amortization of debt issue costs
  - 
  14 
Share-based compensation
  54 
  98 
Changes in operating assets and liabilities:
    
    
Accounts and other receivables
  10,971 
  1,720 
Due from related parties
  (85)
  - 
Inventories
  158 
  281 
Deferred commission expense
  714 
  (11)
Prepaid expenses and other current assets
  53 
  (19)
Other assets, net
  (359)
  300 
Accounts payable
  (2,379)
  (1,015)
Accrued commissions
  (1,322)
  (1,179)
Accrued expenses and other liabilities
  (946)
  (128)
Sales tax payable
  (219)
  143 
Deferred revenue
  (2,094)
  (510)
Due to related party
  (15)
  - 
Other long-term liabilities
  94 
  30 
Net cash provided by (used in) operating activities
  4,014 
  (2,362)
 
    
    
Cash flows from investing activities
    
    
Purchases of equipment and software
  (434)
  (714)
Proceeds from sale of equity in EECP Global
  1,150 
  - 
Net cash provided by (used in) investing activities
  716 
  (714)
 
    
    
Cash flows from financing activities
    
    
Net (repayment) borrowings on revolving lines of credit
  (1,325)
  1,112 
Proceeds from note payable
  3,752 
  - 
Payroll taxes paid by withholding shares
  - 
  (2)
Repayment of notes payable and finance lease obligations
  (1,581)
  (133)
Proceeds from notes payable - related parties
  - 
  910 
Repayment of notes payable - related parties
  (718)
  (500)
Net cash (used in) provided by financing activities
  128 
  1,387 
Effect of exchange rate differences on cash and cash equivalents
  (38)
  58 
 
    
    
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  4,820 
  (1,631)
Cash and cash equivalents - beginning of period
  2,124 
  2,668 
Cash and cash equivalents - end of period
 $6,944 
 $1,037 
 
    
    
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
    
    
Interest paid
 $454 
 $317 
Income taxes paid
 $28 
 $38 
 
    
    
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
    
    
Initial recognition of operating lease right of use asset and liability
 $513 
 $1,107 
Equipment acquired through finance lease
 $- 
 $134 
 
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)
 
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.
 
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 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 radiology and imaging applications (national channel partner of GEHC Digital and other vendors of healthcare IT products).
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.
 
 
7
 
 
VasoHealthcare’s current offerings consist of:
 
GEHC diagnostic imaging capital equipment.
GEHC service agreements for the above equipment.
GEHC training services for use of the above equipment.
GEHC and third-party financial services.
 
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 (see Note M). These devices are primarily for cardiovascular monitoring and diagnostic 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.
 
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") for interim financial information. 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 conjunction 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, 2019, as filed with the SEC on April 14, 2020.
 
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.
 
 
8
 
 
Significant Accounting Policies and Recent Accounting Pronouncements
 
Recently Issued Accounting Pronouncements
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how we determine our allowance for estimated uncollectible receivables. In November 2019, the FASB issued ASU 2019-10, which changed the effective date of ASU 2016-13 for smaller reporting companies as defined by the SEC from first quarter of 2020 to the first quarter of 2023, with early adoption permitted. We are currently evaluating the effect that ASU 2016-13 will have on our consolidated financial statements and related disclosures.
 
NOTE C – REVENUE RECOGNITION
 
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, 2020 (unaudited)      
 
 
      Three Months Ended June 30, 2019 (unaudited)      
 
 
 
IT segment
 
 
Professional sales
service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales
service segment
 
 
Equipment segment
 
 
Total
 
Network services
 $9,601 
 
 
 
 
 
 
 $9,601 
 $9,893 
 
 
 
 
 
 
 $9,893 
Software sales and support
  1,221 
 
 
 
 
 
 
  1,221 
  1,512 
 
 
 
 
 
 
  1,512 
Commissions
    
  4,720 
 
 
 
  4,720 
    
  5,131 
 
 
 
  5,131 
Medical equipment sales
    
    
  598 
  598 
    
    
  731 
  731 
Medical equipment service
    
    
  200 
  200 
    
    
  276 
  276 
 
 $10,822 
 $4,720 
 $798 
 $16,340 
 $11,405 
 $5,131 
 $1,007 
 $17,543 
 
 
 
      Six Months Ended June 30, 2020 (unaudited)      
 
 
      Six Months Ended June 30, 2019 (unaudited)      
 
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
Network services
 $20,033 
 
 
 
 
 
 
 $20,033 
 $20,011 
 
 
 
 
 
 
 $20,011 
Software sales and support
  2,128 
 
 
 
 
 
 
  2,128 
  2,721 
 
 
 
 
 
 
  2,721 
Commissions
    
  9,887 
 
 
 
  9,887 
    
  8,546 
 
 
 
  8,546 
Medical equipment sales
    
    
  1,169 
  1,169 
    
    
  1,225 
  1,225 
Medical equipment service
    
    
  408 
  408 
    
    
  564 
  564 
 
 $22,161 
 $9,887 
 $1,577 
 $33,625 
 $22,732 
 $8,546 
 $1,789 
 $33,067 
 
 
 
                  Three Months Ended June 30, 2020 (unaudited)
 
 
                  Three Months Ended June 30, 2019 (unaudited)
 
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
Revenue recognized over time
 $9,808 
 $- 
 $165 
 $9,973 
 $10,047 
 $- 
 $155 
 $10,202 
Revenue recognized at a point in time
  1,014 
  4,720 
  633 
  6,367 
  1,358 
  5,131 
  852 
  7,341 
 
 $10,822 
 $4,720 
 $798 
 $16,340 
 $11,405 
 $5,131 
 $1,007 
 $17,543 
 
 
 
                  Six Months Ended June 30, 2020 (unaudited)
 
 
                  Six Months Ended June 30, 2019 (unaudited)
 
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
 
IT segment
 
 
Professional sales service segment
 
 
Equipment segment
 
 
Total
 
Revenue recognized over time
 $20,359 
 $- 
 $305 
 $20,664 
 $20,002 
 $- 
 $303 
 $20,305 
Revenue recognized at a point in time
  1,802 
  9,887 
  1,272 
  12,961 
  2,730 
  8,546 
  1,486 
  12,762 
 
 $22,161 
 $9,887 
 $1,577 
 $33,625 
 $22,732 
 $8,546 
 $1,789 
 $33,067 
 
 
9
 
 
Transaction Price Allocated to Remaining Performance Obligations
 
As of June 30, 2020, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts approximates $74.2 million, of which we expect to recognize revenue as follows:
 
 
 
(in thousands)
 
 
 
 
 
  Fiscal years of revenue recognition (unaudited)    
 
 
 
remainder of 2020
 
 
2021
 
 
2022
 
 
Thereafter
 
Unfulfilled performance obligations
 $29,595 
 $25,261 
 $8,245 
 $11,101 
 
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 $228,000 and $568,000 at June 30, 2020 and December 31, 2019, 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 underlying equipment. Such amounts aggregated approximately $16,465,000 and $18,565,000 at June 30, 2020 and December 31, 2019, respectively, and are classified in our condensed consolidated balance sheets as either 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 $2,039,000 and $1,270,000 at June 30, 2020 and December 31, 2019, 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 $15,000 and $778,000 at June 30, 2020 and December 31, 2019, respectively, and are classified in our condensed consolidated balance sheets as either current or long-term deferred revenue. The decrease was due to the deconsolidation of approximately $769,000 in EECP-related contract liabilities resulting from the sale of equity in the EECP business (see Note M)
 
During the three and six months ended June 30, 2020, we recognized approximately $2.0 million and $3.4 million of revenues that were included in our contract liability balance at April 1, 2020 and January 1, 2020, respectively.
 
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
Professional sales service segment
Equipment segment
 
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:
 
 
 
 
 
10
Vaso Corporation and Subsidiaries
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
  (in thousands)
 
 
  Three months ended June 30,  
 
 
  Six months ended June 30,  
 
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Revenues from external customers
 
 
 
 
 
 
 
 
 
 
 
 
IT
 $10,822 
 $11,405 
 $22,161 
 $22,732 
Professional sales service
  4,720 
  5,131 
  9,887 
  8,546 
Equipment
  798 
  1,007 
  1,577 
  1,789 
Total revenues
 $16,340 
 $17,543 
 $33,625 
 $33,067 
 
    
    
    
    
Gross Profit
    
    
    
    
IT
 $4,172 
 $4,628 
 $8,699 
 $9,354 
Professional sales service
  3,770 
  4,221 
  7,917 
  6,906 
Equipment
  478 
  562 
  1,000 
  1,038 
Total gross profit
 $8,420 
 $9,411 
 $17,616 
 $17,298 
 
    
    
    
    
Operating income (loss)
    
    
    
    
IT
 $(595)
 $(232)
 $(1,079)
 $(575)
Professional sales service
  310 
  127 
  (123)
  (1,516)
Equipment
  (94)
  (218)
  (143)
  (526)
Corporate
  (153)
  (197)
  (439)
  (557)
Total operating loss
 $(532)
 $(520)
 $(1,784)
 $(3,174)
 
    
    
    
    
Depreciation and amortization
    
    
    
    
IT
 $510 
 $552 
 $1,017 
 $1,111 
Professional sales service
  45 
  43 
  86 
  88 
Equipment
  73 
  75 
  148 
  146 
Corporate
  - 
  - 
  - 
  - 
Total depreciation and amortization
 $628 
 $670 
 $1,251 
 $1,345 
 
    
    
    
    
Capital expenditures
    
    
    
    
IT
 $261 
 $426 
 $417 
 $684 
Professional sales service
  2 
  - 
  2 
  - 
Equipment
  - 
  6 
  13 
  24 
Corporate
  - 
  3 
  2 
  6 
Total cash capital expenditures
 $263 
 $435 
 $434 
 $714 
 
 
11
 
 
 
  (in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Identifiable Assets
 
 
 
 
 
 
IT
 $27,652 
 $30,079 
Professional sales service
  5,628 
  16,257 
Equipment
  4,974 
  6,370 
Corporate
  6,770 
  1,658 
Total assets
 $45,024 
 $54,364 
 
GE Healthcare accounted for 29% of revenue for each of the three-month periods ended June 30, 2020 and 2019, respectively, and 29% and 26% of revenue for the six months ended June 30, 2020 and 2019, respectively. GE Healthcare also accounted for $1.0 million or 25%, and $10.9 million or 69%, of accounts and other receivables at June 30, 2020 and December 31, 2019, respectively.
 
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, 2020 and 2019, because the effect of their inclusion would be anti-dilutive.
 
 
 
(in thousands)
 
 
 
  Three and six months ended June 30,  
 
 
 
2020
 
 
2019
 
 
 
(unaudited)
 
 
(unaudited)
 
Restricted common stock grants
  4,874 
  5,600 
 
NOTE F – ACCOUNTS AND OTHER RECEIVABLES, NET
 
The following table presents information regarding the Company’s accounts and other receivables as of June 30, 2020 and December 31, 2019:
 
 
  (in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Trade receivables
 $7,975 
 $20,110 
Due from employees
  36 
  27 
Allowance for doubtful accounts and
    
    
commission adjustments
  (3,815)
  (4,285)
Accounts and other receivables, net
 $4,196 
 $15,852 
 
 
12
 
 
Contract receivables under Topic 606 consist of trade receivables and unbilled receivables. Trade receivables include amounts due for products shipped and services rendered. Unbilled receivables represent obligations performed, or 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. In the second quarter of 2020, the Company reversed the March 31, 2020 balance of approximately $293,000 in unbilled receivables, and approximately $60,000 in previously recorded completed performance obligations for the three months ended March 31, 2020, due to the estimated effect of the COVID-19 pandemic on its variable consideration.
 
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.
 
NOTE G – INVENTORIES, NET
 
Inventories, net of reserves, consist of the following:
 
  (in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Raw materials
 $495 
 $650 
Work in process
  18 
  181 
Finished goods
  649 
  1,110 
 
 $1,162 
 $1,941 
 
At June 30, 2020 and December 31, 2019, the Company maintained reserves for slow moving inventories of $168,000 and $390,000, respectively.
 
NOTE H – GOODWILL AND OTHER INTANGIBLES
 
Goodwill of $14,375,000 is attributable to the NetWolves reporting unit within the IT segment. The remaining $1,213,000 of goodwill is attributable to the FGE reporting unit within the Equipment segment. The NetWolves and FGE reporting units had negative net asset carrying amounts at June 30, 2020 and December 31, 2019. The changes in the carrying amount of goodwill are as follows:
 
 
(in thousands)
 
 
Six months ended
June 30, 2020
 
 
Year ended
December 31, 2019
 
 
 
(unaudited)
 
 
 
 
Beginning of period
 $17,271 
 $17,309 
Foreign currency translation adjustment
  (18)
  (38)
Sale of equity in EECP Global
  (1,665)
  - 
End of period
 $15,588 
 $17,271 
 
 
13
 
 
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,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Customer-related
 
 
 
 
 
 
Costs
 $5,831 
 $5,831 
Accumulated amortization
  (3,750)
  (3,553)
 
  2,081 
  2,278 
 
    
    
Patents and Technology
    
    
Costs
  1,894 
  2,363 
Accumulated amortization
  (1,410)
  (1,752)
 
  484 
  611 
 
    
    
Software
    
    
Costs
  3,104 
  2,840 
Accumulated amortization
  (1,562)
  (1,428)
 
  1,542 
  1,412 
 
    
    
 
 $4,107 
 $4,301 
 
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 $226,000 and $237,000 for the three months ended June 30, 2020 and 2019, respectively and $458,000 and $469,000 for the six months ended June 30, 2020 and 2019, respectively.
 
Amortization of intangibles for the next five years is:
 
 
 
  (in thousands)
 
Years ending December 31,
 
(unaudited)
 
Remainder of 2020
  507 
2021
  1,009 
2022
  716 
2023
  491 
2024
  422 
 
 $3,145 
 
 
14
 
 
NOTE I – OTHER ASSETS, NET
 
Other assets, net consist of the following at June 30, 2020 and December 31, 2019:
 
 
  (in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Deferred commission expense - noncurrent
 $2,110 
 $1,770 
Investment in EECP Global (see Note M)
  1,066 
  - 
Trade receivables - noncurrent
  580 
  631 
Other, net of allowance for loss on loan receivable of
    
    
  $412 at June 30, 2020 and December 31, 2019
  76 
  185 
 
 $3,832 
 $2,586 
 
NOTE J – ACCRUED EXPENSES AND OTHER LIABILITIES
 
Accrued expenses and other liabilities consist of the following at June 30, 2020 and December 31, 2019:
 
 
  (in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Accrued compensation
 $685 
 $1,509 
Accrued expenses - other
  1,202 
  1,818 
Other liabilities
  2,482 
  2,017 
 
 $4,369 
 $5,344 
 
 
 
 
15
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)
 
 
  Three months ended June 30,  
 
 
  Six months ended June 30,  
 
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
Deferred revenue at beginning of period
 $18,675 
 $17,932 
 $19,343 
 $18,086 
Deconsolidate EECP Global (see Note M)
  (769)
    
  (769)
    
Net additions:
    
    
    
    
Deferred extended service contracts
  - 
  169 
  142 
  239 
Deferred in-service and training
  - 
  5 
  3 
  10 
Deferred service arrangements
  - 
  10 
  5 
  20 
Deferred commission revenues
  475 
  1,791 
  1,879 
  3,126 
Recognized as revenue:
    
    
    
    
Deferred extended service contracts
  (1)
  (148)
  (137)
  (291)
Deferred in-service and training
  - 
  (8)
  - 
  (15)
Deferred service arrangements
  - 
  (8)
  (5)
  (13)
Deferred commission revenues
  (1,900)
  (2,168)
  (3,981)
  (3,587)
Deferred revenue at end of period
  16,480 
  17,575 
  16,480 
  17,575 
Less: current portion
  9,187 
  11,697 
  9,187 
  11,697 
Long-term deferred revenue at end of period
 $7,293 
 $5,878 
 $7,293 
 $5,878 
 
NOTE L – NOTES PAYABLE
 
Notes payable consist of the following:
 
(in thousands)
 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
(unaudited)
 
 
 
 
Line of credit
 $4,396 
 $5,721 
Notes payable
  3,752 
  300 
Notes payable - MedTech
  3,600 
  4,800 
Notes payable - related parties
  530 
  1,253 
Total debt
  12,278 
  12,074 
Less: current portion (including related parties)
  (10,272)
  (3,933)
 
 $2,006 
 $8,141 
 
 
16
 
 
NetWolves maintains a $4.0 million line of credit with a lending institution. Advances under the line are secured by substantially all of the assets of NetWolves Network Services, LLC and guaranteed by Vaso Corporation. In both March and June 2020, $25,000 in principal was repaid. At June 30, 2020, the Company had drawn approximately $3.7 million against the line. In April 2020, the lending institution extended the maturity date to April 30, 2021.
 
The Company maintains an additional $2.0 million line of credit with a lending institution. Advances under the line are secured by substantially all of the assets of the Company. In March 2020, $75,000 in principal was repaid. In April 2020, $1.2 million in principal was repaid and the lending institution extended the maturity date of the remaining balance to April 30, 2021. At June 30, 2020, the Company had drawn $675,000 against the line. The line of credit agreement includes certain financial covenants that became effective on March 31, 2020. The Company was in compliance with the covenants at June 30, 2020. No additional borrowing is permitted under the lines.
 
In April 2020, the Company’s Biox subsidiary issued a note RMB1,000,000 (approximately $141,000) with a Chinese bank for working capital purposes. The note is secured by the assets of Biox. It matures April 15, 2021 and bears interest at 4.35% per annum.
 
In April 2020 the Company repaid $1.2 million of the MedTech note (see Note O). The remaining balance of $3.6 million is due on April 30, 2021 and bears interest at 6% per annum.
 
In the year ended December 31, 2019, the Company issued notes aggregating $930,000 to directors, employees, and a shareholder (see Note O). $400,000 and $530,000 of the notes were repaid in June and July 2020, respectively.
 
In August 2019, the Company issued to a private party a $300,000 note bearing interest at 10% per annum and maturing November 15, 2019. In November 2019, the note’s maturity date was extended to January 15, 2020, at which time it was repaid.
 
Paycheck Protection Program debt
 
In April 2020, the Company received funding of a $3,610,900 Note (the “PPP Note”) issued by PNC Bank, National Association (“PNC”) pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act’s Paycheck Protection Program (the “Program”).
 
The Company accounts for the PPP Note in accordance with Financial Accounting Standards Board ASC Topic 470, Debt, and Technical Question and Answer (TQA) 3200.18, Borrower Accounting for a Forgivable Loan Received Under the Small Business Administration Paycheck Protection Program. Under the TQA, the Company:
 
Initially records the cash inflow from the PPP loan as a financial liability and accrues interest in accordance with the interest method under ASC Subtopic 835-30.
 
Does not impute additional interest at a market rate.
 
Continues to record the proceeds from the loan as a liability until either (1) the loan is partly or wholly forgiven and the debtor has been legally released or (2) the debtor pays off the loan.
 
Reduces the liability by the amount forgiven and records a gain on extinguishment once the loan is partly or wholly forgiven and legal release is received.
 
Amounts outstanding on the PPP Note are at the annual interest rate of 1%. During the first six months of the PPP Note, there is no principal nor interest required to be paid. Thereafter, to the extent the Note is not forgiven under the Program, the outstanding balance of the PPP Note converts to an amortizing term loan payable monthly over an eighteen-month period, which has been updated according to the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The PPP Note can be prepaid at any time without penalty.
 
In June 2020, the Flexibility Act was signed into law, which amended the CARES Act. The Flexibility Act changed key provisions of the PPP, including, but not limited to, (i) provisions relating to the maturity of PPP loans, (ii) the deferral period covering of PPP loan payments and (iii) the process for measurement of loan forgiveness. More specifically, the Flexibility Act provides a minimum maturity of five years for all PPP loans made on or after the date of the enactment of the Flexibility Act (“June 5, 2020”) and permits lenders and borrowers to extend the maturity date of earlier PPP loans by mutual agreement. As of the date of this filing, the Company has not approached the lender to request an extension of the maturity date from two years to five years. The Flexibility Act also provides that if a borrower does not apply for forgiveness of a loan within 10 months after the last day of the measurement period (“covered period”), the PPP loan is no longer deferred and the borrower must begin paying principal and interest. In addition, the Flexibility Act extended the length of the covered period from eight weeks to 24 weeks from receipt of proceeds, while allowing borrowers that received PPP loans before June 5, 2020 to determine, at their sole discretion, a covered period of either 8 weeks or 24 weeks.
 
 
17
 
 
After reviewing the applicable terms and conditions of the Flexibility Act, the Company has elected to extend the length of the covered period from the lesser of (i) period whereby qualified expenses equal loan proceeds or (ii) 24 weeks. The Company has performed initial calculations for the PPP loan forgiveness according to the terms and conditions of the SBA’s Loan Forgiveness Application (Revised June 16, 2020) and, based on such calculations, expects that the PPP loan will be forgiven in full over a period less than 24 weeks. The Company will apply to PNC for forgiveness of the PPP Note in an amount equal to the sum of the following costs incurred by the Company during the covered period beginning on the date of first disbursement of the PPP Note proceeds:
 
(a) payroll costs;
(b) any payment of interest on a covered mortgage obligation;
(c) any covered rent payment; and
(d) any covered utility payment.
 
The amount of forgiveness is calculated in accordance with the requirements of the Program. In this regard, no more than 40% of the amount forgiven can be attributable to non-payroll costs.
 
NOTE M – SALE OF EQUITY IN THE EECP BUSINESS
 
On May 20, 2020, the Company closed on the sale of 51% of the capital stock of its wholly-owned subsidiary EECP Global Corporation (“EECP Global”) to Chongqing PSK-Health Sci-Tech Development Co. Ltd, a China-based company, for $1,150,000. EECP Global was formed in September 2019 to hold all the assets and liabilities of its EECP business. Concurrently with the closing of the transaction, the Company signed a three-year Management Service Agreement with EECP Global to provide management service for the business and operation of EECP Global in the United States. Pursuant to the agreement, EECP Global reimburses the Company all direct expenses and pays a management fee starting April 1, 2020, the effective date of the sale.
 
Due to the Company’s now minority ownership of EECP Global, it deconsolidated the EECP Global operations effective April 1, 2020 and recorded a gain on sale of approximately $110,000, of which approximately $54,000 resulted from the gain related to the remeasurement of the retained noncontrolling investment in EECP Global to fair value. The gain on sale includes the effect of the reclassification of approximately $187,000 in accumulated translation losses from accumulated other comprehensive loss.
 
The Company uses the equity method to account for its interest in EECP Global as it has the ability to exercise significant influence over the entity and reports its share of EECP Global operations in Other Income (Expense) on its condensed consolidated statements of operations. For the three months ended June 30, 2020, the Company’s share of EECP Global’s loss was approximately $39,000. At June 30, 2020, the Company recorded a receivable due from related parties of approximately $140,000 on its condensed consolidated balance sheet for amounts due it from EECP Global for fees and cost reimbursements.
 
NOTE N – EQUITY
 
In March 2020, 1,000,000 restricted shares of common stock, valued at $20,000, under the 2020 Stock Plan were granted and issued to an employee, who is also a director, of the Company as stock-based compensation. 200,000 shares vested April 1, 2020 with the remainder vesting 25% per year over the ensuing four-year period. The grant was valued at the fair value, using market price, of the stock at the grant date, and the Company recognized $5,000 in compensation expense related to such grant in the six months ended June 30, 2020.
 
NOTE O – RELATED-PARTY TRANSACTIONS
 
The Company recorded interest charges aggregating approximately $177,000 and $221,000 for the six-month periods ended June 30, 2020 and 2019, respectively, payable to MedTechnology Investments, LLC (“MedTech”) pursuant to its $4,800,000 promissory notes (“Notes”). 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 family members. The Notes bore interest, payable quarterly, at an annual rate of 9% through their original maturity date of May 29, 2019. In August 2018, MedTech agreed to extend the maturity date of $3,600,000 of the Notes an additional year from May 29, 2019 to May 29, 2020, provided that a minimum of $1,200,000 of the principal was paid on or before December 31, 2019 and the annual interest rate for the balance increased to 10% during the extension. The $1,200,000 principal payment was waived pursuant to MedTech’s consent to the bank line of credit maturity extension to September 30, 2020. The Notes 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. Interest charges aggregating approximately $121,000 were outstanding at March 31, 2020 and paid on April 1, 2020. In April 2020, $1.2 million in principal was repaid and the maturity date of $3.6 million of the Notes were extended from May 29, 2020 to April 30, 2021 at a reduced interest rate of 6% per annum. The $3.6 million outstanding balance of the MedTech Notes is included in current liabilities in the Company’s condensed consolidated balance sheet as of June 30, 2020.
 
 
18
 
 
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 $55,000 and $70,000 were billed by the firm for the three-month periods ended June 30, 2020 and 2019, respectively, and fees of approximately $88,000 and $155,000 were billed by the firm for the six-month periods ended June 30, 2020 and 2019, respectively. No amounts were outstanding at June 30, 2020, and $12,500 was outstanding at June 30, 2019.
 
On August 6, 2014 the Company acquired all of the outstanding shares of Genwell Instruments Co. Ltd. (“Genwell”), located in Wuxi, China for cash and notes of Chinese Yuan RMB13,250,000 (approximately $2,151,000 at the acquisition date). In August 2019, the Company modified the note, which had a remaining principal balance of RMB2,250,000, to change the interest rate from 9% to 10% per annum, effective August 27, 2019, and to extend the maturity date from August 26, 2019 to February 26, 2020. Unsecured notes and accrued interest aggregating approximately $339,000 was payable to officers of Biox at December 31, 2019. The notes and accrued interest were repaid in March 2020.
 
In the year ended December 31, 2019, the Company issued notes aggregating $930,000 to directors, employees, and a shareholder. The notes matured at various periods through July 19, 2020 and bore interest at 10% per annum payable quarterly. The notes were extended in March 2020 to mature at various periods through January 19, 2021 with a reduced interest rate of 8%, and permitted prepayment without penalty. In June 2020, the Company repaid $400,000 in notes and the remaining $530,000 balance of these notes in July 2020.
 
NOTE P – 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 extended the term of the agreement through December 31, 2022, subject to earlier termination with or without cause under certain circumstances after timely notice. 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 agreement may be terminated by GE Healthcare without cause subject to certain conditions. The circumstances under which early termination of the agreement may occur with cause include: not materially achieving certain sales goals, not maintaining a minimum number of sales representatives, and not meeting various legal and GEHC policy requirements.
 
Employment Agreements
 
On May 10, 2019, the Company modified its Employment Agreement with its President and Chief Executive Officer, Dr. Jun Ma, to provide for a five-year term with extensions, unless earlier terminated by the Company, but in no event can it extend beyond May 31, 2026. The Employment Agreement provides for annual compensation of $500,000. Dr. Ma shall be eligible to receive a bonus for each fiscal year during the employment term. The amount and the occasion for payment of such bonus, if any, shall be at the discretion of the Board of Directors. Dr. Ma shall also be eligible for an award under any long-term incentive compensation plan and grants of options and awards of shares of the Company's stock, as determined at the Board of Directors' discretion. The Employment Agreement further provides for reimbursement of certain expenses, and certain severance benefits in the event of termination prior to the expiration date of the Employment Agreement.
 
 
 
 
19
 
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 including the current COVID-19 pandemic which has already adversely affected operating results; the effect of the dramatic changes taking place in IT and healthcare; the impact of competitive procedures and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in 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

COVID-19 pandemic
 
The COVID-19 pandemic has had and will continue to have a significant impact on the United States economy and we anticipate that the pandemic may negatively impact the Company’s financial condition and results of operations, although at this time we cannot reasonably estimate what that impact may be. The pandemic has resulted in workforce and travel restrictions and created business disruptions in supply chain, production and demand across many business sectors. Equipment orders in our professional sales service segment appear to have been negatively impacted, and we do anticipate continued negative impact in our business at least in the third quarter, in particular in our professional sales service segment for the diagnostic imaging equipment. Moreover, we anticipate a negative impact in the recurring revenue business in our IT segment as some of our customers have been adversely affected by the shutdown, and new business in this segment appears to be slower as well. The pandemic also may have a negative impact on our cash receipts as some customers request forbearance or a delay in their payments to us.
 
The pandemic may impact our operations beyond the third quarter of 2020, depending on the duration of the pandemic and the timing and success of the reopening of the economy.
 
We have taken significant steps in our efforts to protect our workforce and our clients. Substantially all of our employees are working remotely and we are implementing plans to reopen our work sites consistent with the guidelines promulgated by the CDC and respective state governments. In addition, the Company received a $3.6 million loan under the Paycheck Protection Program of the CARES Act. This loan, substantially all of which shall qualify for forgiveness, has been used to principally cover our payroll costs, thereby allowing us to maintain our workforce and continue to provide services and solutions to our clients.
 
Our Business Segments
 
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 C 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, 2019 as filed with the SEC on April 14, 2020.
  
 
20
 
 
Results of Operations – For the Three Months Ended June 30, 2020 and 2019
 
Revenues
 
Total revenue for the three months ended June 30, 2020 and 2019 was $16,340,000 and $17,543,000, respectively, representing a decrease of $1,203,000, or 7% year-over-year. On a segment basis, revenue in the IT, professional sales services, and equipment segments decreased $583,000, $411,000, and $209,000, respectively. The decreases in revenue reflect the adverse impact of the COVID-19 pandemic and the resulting economic slowdown both domestically and worldwide.
 
Revenue in the IT segment for the three months ended June 30, 2020 was $10,822,000 compared to $11,405,000 for the three months ended June 30, 2019, a decrease of $583,000, or 5%, of which $291,000 resulted from lower healthcare IT VAR revenues and $292,000 from lower NetWolves revenues. Our monthly recurring revenue in the IT segment accounted for $9,808,000 or 91% of the segment revenue in the second quarter of 2020, and $10,047,000 or 88% of the segment revenue for the same quarter last year (see Note C).
 
Commission revenues in the professional sales services segment were $4,720,000 in the second quarter of 2020, a decrease of 8%, as compared to $5,131,000 in the same quarter of 2019. The decrease in commission revenues was due primarily to a decrease in the volume of equipment delivered by GEHC during the period, as well as to a lower blended commission rate for the equipment delivered. The Company recognizes commission revenue only 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, 2020, $16,465,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which $7,278,000 was long-term. At June 30, 2019, $16,638,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which $5,424,000 was long-term. The decrease in deferred revenue, by $173,000, or 1%, is principally due to a decrease in orders booked.
 
Revenue in the equipment segment decreased by $209,000, or 21%, to $798,000 for the three-month period ended June 30, 2020 from $1,007,000 for the same period of the prior year. The decrease was due to lower sales of products and services during the quarter.
 
Gross Profit
 
Gross profit for the three months ended June 30, 2020 and 2019 was $8,420,000, or 52% of revenue, and $9,411,000, or 54% of revenue, respectively, representing a decrease of $991,000, or 11% period-over-period.
 
IT segment gross profit for the three months ended June 30, 2020 was $4,172,000, or 39% of the segment revenue, compared to $4,628,000, or 41% of the segment revenue for the three months ended June 30, 2019. The period-over-period decrease of $456,000, or 10%, was primarily a result of lower revenues.
 
Professional sales services segment gross profit was $3,770,000, or 80% of segment revenue, for the three months ended June 30, 2020 as compared to $4,221,000, or 82% of the segment revenue, for the three months ended June 30, 2019, reflecting a decrease of $451,000, or 11%. The decrease in absolute dollars was primarily due to lower commission revenue as a result of lower volume of GEHC equipment delivered during the second quarter of 2020 than in the same period last year, as well as to lower blended commission rates. Cost of commissions in the professional sales service segment of $950,000 and $910,000, for the three months ended June 30, 2020 and 2019, respectively, reflected commission expense associated with recognized commission revenues.
 
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 $478,000, or 60% of segment revenues, for the second quarter of 2020 compared to $562,000, or 56% of segment revenues, for the same quarter of 2019. The $84,000, or 15%, decrease in gross profit was due to lower sales volume, compared to the second quarter 2019.
 
Operating Loss
 
Operating loss for the three months ended June 30, 2020 and 2019 was $532,000 and $520,000, respectively, representing an increase of $12,000, due to lower gross profit, partially offset by lower operating costs (defined below).
 
Operating loss in the IT segment increased $363,000 in the three-month period ended June 30, 2020 as compared to the same period of 2019 due to lower gross profit, partially offset by lower selling, general, and administrative (“SG&A”) costs. Operating income in the professional sales service segment increased $183,000 in the three-month period ended June 30, 2020 as compared to operating income in the same period of 2019 due to lower SG&A costs partially offset by lower gross profit. Operating loss in the equipment segment was $94,000 in the second quarter of 2020, a decrease of $124,000 from operating loss of $218,000 in the same quarter of 2019, due to lower SG&A and R&D expenses, partially offset by lower gross profit. During the second quarter of 2020, corporate expenses decreased $44,000 when compared to the same quarter of 2019.
 
 
21
 
 
SG&A costs for the three months ended June 30, 2020 and 2019 were $8,769,000 and $9,703,000, respectively, representing a decrease of $934,000, or 10% year-over-year. On a segment basis, SG&A costs in the IT segment decreased by $110,000 in the second quarter of 2020 from the same quarter of the prior year due to reduced personnel costs. SG&A costs in the professional sales service segment decreased $633,000 due mainly to lower travel costs. SG&A costs in the equipment segment decreased $150,000 due mainly to sale of a majority interest in EECP Global. Corporate costs not allocated to segments decreased by $44,000 in the three months ended June 30, 2020 from the same period in 2019, due primarily to lower accounting and legal fees.
 
Research and development (“R&D”) expenses were $183,000, or 1% of revenues, for the second quarter of 2020, a decrease of $45,000, or 20%, from $228,000, or 1% of revenues, for the second quarter of 2019. The decrease is primarily attributable to lower software development expenses in the equipment segment.
 
Interest and Other (Expense) Income
 
Interest and other (expense) income for the three months ended June 30, 2020 was $(54,000) as compared to $(203,000) for the corresponding period of 2019. The decrease in expense was due primarily to the gain on sale of EECP Global (see Note M) and lower interest expense on notes payable and lines of credit.
 
Income Tax Expense
 
For the three months ended June 30, 2020, we recorded income tax expense of $11,000 as compared to $27,000 for the corresponding period of 2019. The decrease arose mainly from lower foreign taxes.
 
Net Loss
 
Net loss for the three months ended June 30, 2020 was $597,000 as compared to a net loss of $750,000 for the three months ended June 30, 2019, representing a decrease of $153,000. Our net loss per share was $0.00 in the three-month periods ended June 30, 2020 and 2019. The principal cause of the decrease in net loss is the decrease in interest and other expense partially offset by the increase in operating loss. The Company historically reports a loss in the second quarter of the year.
 
Adjusted EBITDA
 
We define Adjusted EBITDA, or 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:
 
 
   (in thousands) 
 
 
  Three months ended June 30,  
 
 
 
2020
 
 
2019
 
 
 
(unaudited)
 
 
(unaudited)
 
Net loss
 $(597)
 $(750)
Interest expense (income), net
  152 
  227 
Income tax (benefit) expense
  11 
  27&