VASO Corp - Quarter Report: 2016 March (Form 10-Q)

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 March 31, 2016

[   ] 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

VASOMEDICAL, INC.

Number of Shares Outstanding of Common Stock, $.001 Par Value, at May 9, 2016 – 159,563,662

Vasomedical, Inc. and Subsidiaries

INDEX

PART I – FINANCIAL INFORMATION	3
ITEM 1 - FINANCIAL STATEMENTS	3
CONDENSED CONSOLIDATED BALANCE SHEETS as of March 31, 2016 (unaudited) and December 31, 2015	3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) for the Three Ended March 31, 2016 and 2015	4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY for the Three Months Ended March 31, 2016 (unaudited) and the Year Ended December 31, 2015	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) for the Three Months Ended March 31, 2016 and 2015	6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 4 - CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION	23
ITEM 6 – EXHIBITS	23

Vasomedical, Inc. and Subsidiaries

 

(In thousands, except share and per share data)

 

		March 31, 2016				December 31, 2015
		(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	4,667			$	2,160
Short-term investments			-				38
Accounts and other receivables, net of an allowance for doubtful
accounts and commission adjustments of $3,752 at March 31,
2016 and $3,863 at December 31, 2015			8,618				11,620
Receivables due from related parties			107				209
Inventories, net			2,254				1,963
Deferred commission expense			2,148				2,252
Prepaid expenses and other current assets			501				512
Total current assets			18,295				18,754
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$2,847 at March 31, 2016 and $2,976 at December 31, 2015			3,087				2,888
GOODWILL			17,504				17,484
INTANGIBLES, net			6,726				6,977
OTHER ASSETS, net			3,642				4,315
		$	49,254			$	50,418
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	4,147			$	4,037
Accrued commissions			1,305				2,031
Accrued expenses and other liabilities			3,813				4,511
Sales tax payable			660				671
Income taxes payable			-				202
Deferred revenue - current portion			9,186				9,480
Notes payable - current portion			2,637				1,485
Due to related party			25				33
Total current liabilities			21,773				22,450
LONG-TERM LIABILITIES
Notes payable			4,827				4,886
Notes payable due to related party			969				963
Deferred revenue			8,717				9,036
Deferred tax liability			112				112
Other long-term liabilities			1,148				1,230
Total long-term liabilities			15,773				16,227
COMMITMENTS AND CONTINGENCIES (NOTE M)
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares
issued and outstanding at March 31, 2016, and December 31, 2015			-				-
Common stock, $.001 par value; 250,000,000 shares authorized;
168,749,889 shares issued at March 31, 2016
and December 31, 2015; 158,441,802 shares outstanding
at March 31, 2016 and December 31, 2015			168				168
Additional paid-in capital			62,296				62,263
Accumulated deficit			(48,714	)			(48,610	)
Accumulated other comprehensive loss			(42	)			(80	)
Treasury stock, at cost, 10,308,087 shares at March 31, 2016 and December 31, 2015			(2,000	)			(2,000	)
Total stockholders' equity			11,708				11,741
		$	49,254			$	50,418

 

Vasomedical, Inc. and Subsidiaries

 

(Unaudited)

(in thousands, except per share data)

 

		Three months ended
		March 31,
		2016				2015
Revenues
Professional sales services		$	6,846			$	6,390
Managed IT systems and services			9,727				-
Equipment sales and services			969				1,063
Total revenues			17,542				7,453
Cost of revenues
Cost of professional sales services			1,411				1,523
Cost of managed IT systems and services			5,721				-
Cost of equipment sales and services			398				363
Total cost of revenues			7,530				1,886
Gross profit			10,012				5,567
Operating expenses
Selling, general and administrative			9,706				5,719
Research and development			147				134
Total operating expenses			9,853				5,853
Operating income (loss)			159				(286	)
Other income (expense)
Interest and financing costs			(171	)			(28	)
Interest and other income (expense), net			10				68
Total other income (expense), net			(161	)			40
Loss before income taxes			(2	)			(246	)
Income tax expense			(102	)			(6	)
Net loss			(104	)			(252	)
Other comprehensive income
Foreign currency translation gain			38				7
Comprehensive loss		$	(66	)		$	(245	)
Loss per common share
- basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding
- basic and diluted			157,391				155,945

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Vasomedical, Inc. and Subsidiaries

 

 

(in thousands)

 

		Common Stock								Treasury Stock								Additional Paid-in-				Accumulated				Accumulated Other Comprehensive				Total Stockholders'
		Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Equity
Balance at December 31, 2014			166,435			$	166				(10,308	)		$	(2,000	)		$	61,924			$	(52,433	)		$	94			$	7,751
Share-based compensation			2,315				2				-				-				340				-				-				342
Shares not issued for employee tax liability			-				-				-				-				(1	)			-				-				(1	)
Foreign currency translation loss			-				-				-				-				-				-				(174	)			(174	)
Net income			-				-				-				-				-				3,823				-				3,823
Balance at December 31, 2015			168,750			$	168				(10,308	)		$	(2,000	)		$	62,263			$	(48,610	)		$	(80	)		$	11,741
Share-based compensation			-				-				-				-				33				-				-				33
Foreign currency translation gain			-				-				-				-				-				-				38				38
Net loss			-				-				-				-				-				(104	)			-				(104	)
Balance at March 31, 2016 (unaudited)			168,750			$	168				(10,308	)		$	(2,000	)		$	62,296			$	(48,714	)		$	(42	)		$	11,708

Vasomedical, Inc. and Subsidiaries

 

(Unaudited)

(in thousands)

 

		Three months ended March 31,
		2016				2015
Cash flows from operating activities
Net loss		$	(104	)		$	(252	)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation and amortization			515				212
Deferred income taxes			93				-
Loss from interest in joint venture			73				2
Provision for doubtful accounts and commission adjustments			25				9
Amortization of debt issue costs			8				-
Share-based compensation			33				19
Provision for allowance for loss on loan receivable			412				-
Changes in operating assets and liabilities:
Accounts and other receivables			2,979				10,240
Receivables due from related parties			93				(55	)
Inventories, net			(429	)			(227	)
Deferred commission expense			104				(211	)
Other current assets			12				(76	)
Other assets, net			217				1,070
Accounts payable			189				105
Accrued commissions			(725	)			(1,095	)
Accrued expenses and other  liabilities			(760	)			(2,267	)
Sales tax payable			(12	)			(48	)
Income taxes payable			(203	)			-
Deferred revenue			(613	)			(1,078	)
Notes payable due to related party			-				18
Other long-term liabilities			(24	)			(107	)
Net cash provided by operating activities			1,883				6,259
Cash flows from investing activities
Purchases of equipment and software			(329	)			(45	)
Purchases of short-term investments			-				(38	)
Redemption of short-term investments			38				40
Investment in VSK			(100	)			-
Net cash used in investing activities			(391	)			(43	)
Cash flows from financing activities
Net borrowings on revolving line of credit			1,019				-
Debt issuance costs			-				(60	)
Repayment of notes payable			(14	)			-
Net cash provided by (used in) financing activities			1,005				(60	)
Effect of exchange rate differences on cash and cash equivalents			10				(15	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			2,507				6,141
Cash and cash equivalents - beginning of period			2,160				9,128
Cash and cash equivalents - end of period		$	4,667			$	15,269
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
Interest paid		$	162			$	3
Income taxes paid		$	203			$	65
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Inventories transferred to property and equipment,
attributable to operating leases, net		$	142			$	-

NOTE A - ORGANIZATION AND PLAN OF OPERATIONS

Overview

NOTE B - BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

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 unaudited condensed consolidated 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, 2015, as filed with the SEC on March 30, 2016.

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.

Significant Accounting Policies and Recent Accounting Pronouncements

During the first quarter of 2016, we adopted Accounting Standards Update ("ASU") No. 2015-16, Simplifying the Accounting for Measurement-period Adjustments, and ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, neither of which had an impact on our reported financial position or results of operations and cash flows.  There have been no other significant changes in our reported financial position or results of operations and cash flows as a result of the adoption of new accounting pronouncements or to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that have had a significant impact on our consolidated financial statements or notes thereto.

 

 

 

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which adds further guidance on identifying performance obligations and improves the operability and understanding of the licensing implementation guidance.  The standard is effective for fiscal periods beginning after December 15, 2017, including interim periods therein.  Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  The Company is currently evaluating the impact of the adoption of this standard 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 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 March 31, 2016				As of December 31, 2015
			(unaudited)
Cash and cash equivalents		$	16			$	104
Total assets		$	1,230			$	1,168
Total liabilities		$	1,066			$	1,007

Certain reclassifications have been made to prior period amounts to conform with the current period presentation.

NOTE C – SEGMENT REPORTING AND CONCENTRATIONS

Vasomedical, Inc. principally operates in three distinct business segments in the healthcare equipment 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 large OEMs into the health provider middle market; and

·	Equipment segment, operating through wholly-owned subsidiaries Vasomedical Global Corp. and Vasomedical Solutions, 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:

 

		(in thousands)
		As of or for the three months ended March 31, 2016  (unaudited)
		Professional Sales Service Segment				IT Segment				Equipment Segment				Corporate				Consolidated
Revenues from external customers		$	6,846			$	9,727			$	969			$	-			$	17,542
Operating income (loss)		$	1,989			$	(742	)		$	(700	)		$	(388	)		$	159
Total assets		$	10,783			$	25,407			$	8,248			$	4,816			$	49,254
Accounts and other receivables, net		$	5,628			$	2,171			$	819			$	-			$	8,618
Deferred commission expense		$	2,034			$	114			$	-			$	-			$	2,148
Other assets		$	2,780			$	281			$	130			$	451			$	3,642

		As of or for the three months ended March 31, 2015 (unaudited)
		Professional Sales Service Segment				IT Segment				Equipment Segment				Corporate				Consolidated
Revenues from external customers		$	6,390			$	-			$	1,063			$	-			$	7,453
Operating income (loss)		$	1,087			$	(355	)		$	(635	)		$	(383	)		$	(286	)
Total assets		$	11,142			$	159			$	9,592			$	15,405			$	36,298
Accounts and other receivables, net		$	4,363			$	86			$	576			$	-			$	5,025
Deferred commission expense		$	2,412			$	4			$	-			$	-			$	2,416
Other assets		$	3,832			$	-			$	715			$	73			$	4,620

 

For the three months ended March 31, 2016 and 2015, GE Healthcare accounted for 39% and 86% of revenue, respectively, and $5.3 million or 62%, and $8.1 million or 69%, of accounts and other receivables at March 31, 2016 and December 31, 2015, respectively.

NOTE D – LOSS PER COMMON SHARE

 

Basic loss per common share is computed as earnings 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 earnings per share for the three months ended March 31, 2016 and 2015, because the effect of their inclusion would be anti-dilutive.

NOTE E – ACCOUNTS AND OTHER RECEIVABLES, NET

 

The following table presents information regarding the Company's accounts and other receivables as of March 31, 2016 and December 31, 2015:

 

 

Trade receivables include amounts due for shipped products and services rendered.  Amounts currently due 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.

 

 

 

NOTE F – INVENTORIES, NET

 

 

		(in thousands)
		March 31, 2016				December 31, 2015
			(unaudited)
Raw materials		$	489			$	497
Work in process			383				392
Finished goods			1,382				1,074
		$	2,254			$	1,963

 

At March 31, 2016 and December 31, 2015, the Company maintained reserves for slow moving inventories of $841,000 and $861,000, respectively.

NOTE G – GOODWILL AND OTHER INTANGIBLES

Goodwill aggregating $17,504,000 and $17,484,000 was recorded on the Company's condensed consolidated balance sheets at March 31, 2016 and December 31, 2015, respectively, of which $14,375,000, allocated to the IT segment, resulted from the acquisition of NetWolves in May 2015.  The remaining $3,129,000 of goodwill is allocated to the Company's equipment segment.  The components of the change in goodwill are as follows:

		(in thousands)
		Carrying Amount
Balance at December 31, 2015		$	17,484
Foreign currency translation			20
Balance at March 31, 2016 (unaudited)		$	17,504

 

 

 

		(in thousands)
		March 31, 2016				December 31, 2015
		(unaudited)
Customer-related
Costs		$	5,831			$	5,831
Accumulated amortization			(1,137	)			(926	)
			4,694				4,905
Patents and Technology
Costs			2,414				2,423
Accumulated amortization			(870	)			(806	)
			1,544				1,617
Software
Costs			1,220				1,182
Accumulated amortization			(732	)			(727	)
			488				455
		$	6,726			$	6,977

Amortization expense amounted to $280,000 and $171,000 for the three months ended March 31, 2016 and 2015, respectively.

Amortization of intangibles for the next five years is:

		(in thousands)
Years		(unaudited)
Remainder of 2016		$	894
2017			1,092
2018			938
2019			816
2020			690

 

NOTE H – OTHER ASSETS, NET

Other assets, net consist of the following at March 31, 2016 and December 31, 2015:

		(in thousands)
		March 31, 2016				December 31, 2015
		(unaudited)
Deferred commission expense - noncurrent		$	2,006			$	2,083
Trade receivables - noncurrent			927				1,025
Other, net of allowance for loss on loan receivable of $412 at March 31, 2016 and $0 at December 31, 2015			709				1,207
		$	3,642			$	4,315

Accrued expenses and other liabilities consist of the following at March 31, 2016 and December 31, 2015:

 

		(in thousands)
		March 31, 2016				December 31, 2015
		(unaudited)
Accrued compensation		$	574			$	1,589
Accrued expenses - other			1,304				1,414
Other liabilities			1,935				1,508
		$	3,813			$	4,511

 

NOTE J - DEFERRED REVENUE

The changes in the Company's deferred revenues are as follows:

 

 

 

 

NOTE K - BUSINESS COMBINATION

 

On May 29, 2015, the Company entered into an agreement for, and completed its purchase of, all of the assets of NetWolves, LLC and its affiliates, including the membership interests in NetWolves Network Services LLC  (collectively, "NetWolves") for $18,000,000 (the "Purchase Price"). The purchase of NetWolves was accomplished pursuant to an Asset Purchase Agreement (the "Purchase Agreement").  As a result, the Company effectively purchased all rights, titles and ownership of all assets held by NetWolves.   The Purchase Price was paid using $14,200,000 in cash on hand and $3,800,000 raised through the issuance of a secured subordinated promissory note ("Note") to MedTechnology Investments, LLC ("Medtech" - see Note L).  The Company believes there are significant operational synergies between NetWolves' capabilities and VasoHealthcare IT's requirements under its VAR contract with GEHC, as well as the opportunity to expand NetWolves' existing services to the healthcare IT market.

In accordance with Accounting Standards Codification 805, Business Combinations, the total purchase consideration is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at May 29, 2015 (the acquisition date).  The following table summarizes the allocation of the assets acquired and liabilities assumed based on their estimated fair values as follows:

 

 

The goodwill is expected to be deductible for tax purposes.

 

The following unaudited supplemental pro forma information presents the financial results as if the acquisition of NetWolves had occurred January 1, 2014.

 

NOTE L - RELATED-PARTY TRANSACTIONS

One of the Company's directors, Peter Castle, was the Chief Executive Officer and President of NetWolves, LLC.  Another of the Company's directors, David Lieberman, was a director of NetWolves Network Services, LLC. Mr. Castle and Mr. Lieberman owned of record approximately 10.4% and 5.7%, respectively of the membership interests of NetWolves LLC.  Mr. Lieberman may also be deemed to have owned beneficially up to an additional 13.5% of such membership interests.  The Company's board of directors negotiated the Purchase Price on an arm's length basis, and both Mr. Castle and Mr. Lieberman abstained from the vote approving the Purchase Agreement (see Note K).

The Company obtained an opinion regarding the fairness of the Purchase Price for NetWolves from a reputable, independent third-party investment banking firm.  $14,200,000 of the Purchase Price was paid for by cash on hand, and the remaining $3,800,000 was raised from the sale of the Note to MedTech.  Of the $4,800,000 borrowed from MedTech, $2,200,000 was provided by six of our directors or members of their families, and an additional $100,000 was provided by an additional director prior to his joining the board of directors in June 2015.   The MedTech Note bears interest at 9% per annum.

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 and $60,000 were billed by the firm for the three-month periods ended March 31, 2016 and 2015, respectively, at which date no amounts were outstanding.

 

In January 2015, operations began under the VSK joint venture.  The Company accounts for its investment in VSK using the equity method.  At March 31, 2016, the Company had contributed $200,000 to VSK, and $87,000 was due from VSK for equipment and services the Company billed to it.  The Company's noncontrolling interest in VSK's loss from operations approximated $73,000 and $2,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

NOTE M – COMMITMENTS AND CONTINGENCIES

 

Sales representation agreement

In June 2012, the Company concluded an amendment of the GEHC Agreement with GEHC, originally signed on May 19, 2010.  The amendment, effective July 1, 2012, extended the initial term of three years commencing July 1, 2010 to five years through June 30, 2015.  In December 2014, the Company concluded an additional amendment, effective January 1, 2015, extending the term through December 31, 2018, subject to earlier termination under certain circumstances and termination without cause on or after July 1, 2017.  These circumstances include not materially achieving certain sales goals, not maintaining a minimum number of sales representatives, and 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.

 

NOTE N – SUBSEQUENT EVENT

 

 

 

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", "Vasomedical" or "management" refer to Vasomedical, Inc. and its subsidiaries

 

General Overview

 

 

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 "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, 2015 as filed with the SEC on March 30, 2016.

Results of Operations – For the Three Months Ended March 31, 2016 and 2015

Total revenue for the three months ended March 31, 2016 and 2015 was $17,542,000 and $7,453,000, respectively, representing an increase of $10,089,000, or 135% year-over-year.  The revenue increase was primarily due to $9,727,000 in revenue in the IT segment, of which $9,238,000 resulted from the operations of NetWolves, which the Company acquired at the end of May 2015.  Net loss for the three months ended March 31, 2016 was $104,000, compared to a net loss of $252,000 for the three months ended March 31, 2015, representing an improvement of $148,000.  Our total net loss was $0.00 per basic and diluted common share for the three months ended March 31, 2016 and 2015.

 

Revenues

Commission revenues in the professional sales services segment were $6,846,000 in the first quarter of 2016, an increase of 7%, as compared to $6,390,000 in the first quarter of 2015.  The increase in commission revenues in the first quarter of 2016 was due primarily to an increase in equipment delivered by GEHC during the quarter, partially offset by lower commission rates on such deliveries.  The Company 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 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 March 31, 2016, $16,744,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $8,206,000 was long-term.  At March 31, 2015, $20,114,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $9,420,000 was long-term.

 

Revenue in the IT segment for the three months ended March 31, 2016 was $9,727,000 compared to $0 revenue for the three months ended March 31, 2015, of which $9,238,000 resulted from the acquisition of NetWolves in the second quarter 2015, and $489,000 resulted from growth in the healthcare IT VAR business.

 

Revenue in our equipment segment decreased by $94,000, or 9%, to $969,000 for the three-month period ended March 31, 2016 compared to the same period of the prior year.  The decrease was principally due to a decrease in EECP^® revenues and international sales by our China operations as a result of lower sales volume.

Gross Profit

 

The Company had a gross profit of $10,012,000, or 57% of revenue, in the first quarter of 2016 compared to $5,567,000, or 75% of revenue, in the first quarter of the prior year, an increase of $4,445,000, or 80%.  The increase is principally due to $4,006,000 in gross profit in the IT segment, of which $3,883,000 resulted from the acquisition of NetWolves, combined with higher revenues and gross profit margin in the professional sales services segment.

Professional sales services segment gross profit was $5,435,000, or 79% of the segment revenue, for the three months ended March 31, 2016 as compared to $4,867,000, or 76% of the segment revenue, for the three months ended March 31, 2015.  The increase in absolute dollars and margin percentage was due to higher delivery volume of GEHC equipment during the first quarter of 2016 than in the same period last year, as well as lower commission expense in the first quarter of 2016.  Cost of commissions of $1,411,000 and $1,523,000, for the three months ended March 31, 2016 and 2015, respectively, reflected commission expense associated with recognized commission revenues.  The decrease was due to lower commission expense rates on certain deliveries in the first quarter 2016 compared to the same period in 2015.  Commission expense associated with deferred revenue is recorded as deferred commission expense until the related commission revenue is recognized.

IT segment gross profit for the three months ended March 31, 2016 was $4,006,000, or 41% of revenue, compared to $0 gross profit for the three months ended March 31, 2015, with the increase primarily resulting from the acquisition of NetWolves.

 

Equipment segment gross profit decreased to $571,000, or 59% of equipment segment revenues, for the first quarter of 2016 compared to $700,000, or 66% of equipment segment revenues, for the same quarter of 2015.  Gross profit margin in the equipment segment decreased due mainly to lower average selling prices.

Operating Income (Loss)

 

Operating income was $159,000 for the three months ended March 31, 2016, compared to an operating loss of $286,000 for the three months ended March 31, 2015, an improvement of $445,000. The improvement in operating income is due to the increase in gross profit and lower selling, general and administrative, or SG&A, costs relative to revenue.  SG&A costs were 55% of revenue for the three months ended March 31, 2016, compared to 77% of revenue for the three months ended March 31, 2015. Operating income in the professional sales services segment increased by $902,000 to $1,989,000, compared to $1,087,000 in the first quarter of the prior year, due mainly to a higher gross margin combined with lower SG&A costs.  In addition, operating loss in the equipment segment increased by $65,000, or 10%, to $700,000 compared to $635,000 in the same quarter of the prior year, due primarily to a one-time charge of $412,000, included in SG&A expense, to reserve a loan receivable, and $129,000 lower gross profit, partially offset by a $487,000 decrease in all other SG&A costs in the current year quarter.  Our IT segment had an operating loss of $742,000 in the first quarter of 2016 as compared to an operating loss of $355,000 in the same quarter of the prior year.  The increase of $387,000 was primarily due to an increase of $349,000 attributable to the inclusion of NetWolves.

 

 

 

 

Research and development ("R&D") expenses were $147,000, or 1% of revenues (15% of Equipment segment revenues), for the first quarter of 2016, an increase of $13,000, or 10%, from $134,000, or 2% of revenues (13% of Equipment segment revenues), for the first quarter of 2015. The increase is primarily attributable to higher product development expenses in the first quarter of 2016.

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 accounting principles generally accepted in the United States ("GAAP") and should not be considered a substitute for operating income, which we consider to be the most directly comparable 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 GAAP. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

A reconciliation of net loss to Adjusted EBITDA is set forth below:

 

 

		(in thousands)
		Three months ended March 31,
		2016				2015
		(unaudited)				(unaudited)
Net loss		$	(104	)		$	(252	)
Interest expense (income), net			155				(7	)
Income tax expense			102				6
Depreciation and amortization			523				212
Share-based compensation			33				19
Adjusted EBITDA		$	709			$	(22	)

Interest and Other Income (Expense)

Interest and other income (expense) for the first quarter of 2016 was $(161,000) as compared to $40,000 for the first quarter of 2015. The change from income to expense was due primarily to higher interest expense from debt associated with the Genwell and NetWolves acquisitions.

 

 

Income Tax Expense

During the first quarter of 2016 we recorded income tax expense of $102,000 as compared to income tax expense of $6,000 for the first quarter of 2015.  The increase arose from higher U.S. income taxes associated with tax amortization arising from the NetWolves purchase.

Liquidity and Capital Resources

Cash and Cash Flow

We have financed our operations from working capital.  At March 31, 2016, we had cash and cash equivalents of $4,667,000 and negative working capital of $3,478,000 compared to cash and cash equivalents of $2,160,000, short-term investments of $38,000 and negative working capital of $3,696,000 at December 31, 2015.  $7,038,000 in negative working capital at March 31, 2016 is attributable to the net balance of deferred commission expense and deferred revenue.  These are non-cash expense and revenue items and have no impact on future cash flows.

Cash provided by operating activities was $1,883,000 during the first quarter of 2016, compared to $6,259,000 for the same period in 2015, which consisted of net loss after adjustments to reconcile net loss to net cash of $1,055,000 and cash provided by operating assets and liabilities of $828,000. The changes in the account balances primarily reflect a decrease in accounts and other receivables of $2,979,000, partially offset by decreases in deferred revenue of $613,000, accrued expenses of $760,000, and accrued commissions of $725,000.  Significantly higher commission billings and recognized revenue were generated in the fourth quarter of 2014, resulting in significant cash inflows early in 2015.

 

Cash used in investing activities during the three-month period ended March 31, 2016 was $391,000. We invested $100,000 in the VSK joint venture as part of our capital contribution, and, $329,000 was used for the purchase of equipment and software.  This was partially offset by the redemption of short-term investments of $38,000.

 

Cash provided by financing activities during the three-month period ended March 31, 2016 was $1,005,000 as a result of borrowings on our line of credit, partially offset by $14,000 in repayments of notes issued for equipment purchases.

Liquidity

The Company expects to be profitable for the year ending December 31, 2016 and to continue to generate positive cash flow through its existing professioinal sales services operations, from the operation of NetWolves, and improved operating efficiency and growth in its China operations and by expanding its market presence and product portfolio.  The Company has reorganized its EECP^® business model, both domestically and internationally, including the start of operations of the joint venture VSK Medical, intended to reduce costs and achieve profitability in this business.  The Company will continue to pursue acquisitions and partnership opportunities in the international and domestic markets and will look to expand its sales representation business.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.  Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016 and have concluded that the Company's disclosure controls and procedures were effective as of March 31, 2016.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial reporting during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Exhibits

31	Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

 

 

	VASOMEDICAL, INC.
	By:/s/ Jun Ma
	Jun Ma
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ Michael J. Beecher
	Michael J. Beecher
	Chief Financial Officer and Principal Accounting Officer

 

 

 

Date:  May 13, 2016