VASO Corp - Quarter Report: 2020 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 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 ☒ 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 ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer ☐
|
Accelerated
Filer ☐
|
Non-Accelerated
Filer ☒
|
Smaller
Reporting Company ☒
|
Emerging
Growth Company ☐
|
|
|
|
If
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐
No ☒
Securities registered pursuant to Section 12 (b) of the Act:
None
Number of Shares Outstanding of Common Stock, $.001 Par Value, at
May 29, 2020 – 174,436,289
Vaso Corporation and Subsidiaries
INDEX
PART I
– FINANCIAL INFORMATION
|
3
|
3
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
18
|
|
23
|
|
PART
II - OTHER INFORMATION
|
24
|
24
|
2
PART I
– FINANCIAL INFORMATION
ITEM 1 - FINANCIAL
STATEMENTS
Vaso Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
ASSETS
|
|
|
CURRENT
ASSETS
|
|
|
Cash
and cash equivalents
|
$7,558
|
$2,124
|
Accounts
and other receivables, net of an allowance for
doubtful
|
|
|
accounts
and commission adjustments of $4,220 at March 31, 2020
|
|
|
and
$4,285 at December 31, 2019
|
6,608
|
15,852
|
Receivables
due from related parties
|
18
|
18
|
Inventories
|
1,991
|
1,941
|
Deferred
commission expense
|
2,153
|
2,785
|
Prepaid
expenses and other current assets
|
1,664
|
1,339
|
Total
current assets
|
19,992
|
24,059
|
|
|
|
PROPERTY
AND EQUIPMENT, net of accumulated depreciation of
|
|
|
$7,956
at March 31, 2020 and $7,560 at December 31, 2019
|
4,589
|
4,954
|
OPERATING
LEASE RIGHT OF USE ASSETS
|
761
|
870
|
GOODWILL
|
17,221
|
17,271
|
INTANGIBLES,
net
|
4,201
|
4,301
|
OTHER
ASSETS, net
|
3,243
|
2,586
|
DEFERRED
TAX ASSETS, net
|
323
|
323
|
|
$50,330
|
$54,364
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
CURRENT
LIABILITIES
|
|
|
Accounts
payable
|
$6,102
|
$6,179
|
Accrued
commissions
|
891
|
2,102
|
Accrued
expenses and other liabilities
|
5,580
|
5,344
|
Finance
lease liabilities - current
|
175
|
170
|
Operating
lease liabilities - current
|
480
|
549
|
Sales
tax payable
|
848
|
887
|
Deferred
revenue - current portion
|
9,701
|
12,345
|
Notes
payable - current portion
|
2,400
|
2,700
|
Notes
payable - related parties - current portion
|
930
|
1,233
|
Due
to related party
|
3
|
19
|
Total
current liabilities
|
27,110
|
31,528
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
Notes
payable, net of current portion
|
8,021
|
8,121
|
Notes
payable - related parties, net of current portion
|
-
|
20
|
Finance
lease liabilities, net of current portion
|
391
|
437
|
Operating
lease liabilities, net of current portion
|
282
|
321
|
Deferred
revenue, net of current portion
|
8,974
|
6,998
|
Deferred
tax liability
|
-
|
124
|
Other
long-term liabilities
|
1,168
|
1,026
|
Total
long-term liabilities
|
18,836
|
17,047
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (NOTE O)
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
Preferred
stock, $.01 par value; 1,000,000 shares authorized; nil
shares
|
|
|
issued
and outstanding at March 31, 2020 and December 31,
2019
|
-
|
-
|
Common
stock, $.001 par value; 250,000,000 shares authorized;
|
|
|
184,744,376
and 183,744,376 shares issued at March 31, 2020 and December 31,
2019;
|
|
|
174,436,289
and 173,436,289 shares outstanding at March 31, 2020 and December
31, 2019
|
185
|
184
|
Additional
paid-in capital
|
63,829
|
63,803
|
Accumulated
deficit
|
(57,252)
|
(55,885)
|
Accumulated
other comprehensive loss
|
(378)
|
(313)
|
Treasury
stock, at cost, 10,308,087 shares at March 31, 2020 and December
31, 2019
|
(2,000)
|
(2,000)
|
Total
stockholders’ equity
|
4,384
|
5,789
|
|
$50,330
|
$54,364
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
3
Vaso Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in thousands, except per share data)
|
Three months ended
|
|
|
March
31,
|
|
|
2020
|
2019
|
Revenues
|
(unaudited)
|
(unaudited)
|
Managed
IT systems and services
|
$11,339
|
$11,327
|
Professional
sales services
|
5,166
|
3,415
|
Equipment
sales and services
|
778
|
782
|
Total
revenues
|
17,283
|
15,524
|
|
|
|
Cost
of revenues
|
|
|
Cost
of managed IT systems and services
|
6,811
|
6,601
|
Cost
of professional sales services
|
1,020
|
730
|
Cost
of equipment sales and services
|
257
|
307
|
Total
cost of revenues
|
8,088
|
7,638
|
Gross
profit
|
9,195
|
7,886
|
|
|
|
Operating
expenses
|
|
|
Selling,
general and administrative
|
10,267
|
10,341
|
Research
and development
|
180
|
200
|
Total
operating expenses
|
10,447
|
10,541
|
Operating
loss
|
(1,252)
|
(2,655)
|
|
|
|
Other
(expense) income
|
|
|
Interest
and financing costs
|
(261)
|
(225)
|
Interest
and other income, net
|
27
|
42
|
Total
other (expense) income, net
|
(234)
|
(183)
|
|
|
|
Loss
before income taxes
|
(1,486)
|
(2,838)
|
Income
tax (expense) benefit
|
119
|
(11)
|
Net
loss
|
(1,367)
|
(2,849)
|
|
|
|
Other
comprehensive income (loss)
|
|
|
Foreign
currency translation (loss) gain
|
(65)
|
137
|
Comprehensive
loss
|
$(1,432)
|
$(2,712)
|
|
|
|
Loss
per common share
|
|
|
-
basic and diluted
|
$(0.01)
|
$(0.02)
|
-
diluted
|
$(0.01)
|
$(0.02)
|
|
|
|
Weighted
average common shares outstanding
|
|
|
-
basic and diluted
|
168,936
|
166,859
|
-
diluted
|
168,936
|
166,859
|
The accompanying notes are an integral
part of these unaudited condensed
consolidated financial
statements.
4
Vaso Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY
(in thousands)
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Other
|
Total
|
|
Common Stock
|
Treasury Stock
|
Additional
Paid-in-
|
Accumulated
|
Comprehensive
|
Stockholders’
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
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
|
|
|
|
|
|
|
|
|
|
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
|
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)
|
Three months ended
|
|
|
March 31,
|
|
|
2020
|
2019
|
Cash
flows from operating activities
|
|
|
Net
loss
|
$(1,367)
|
$(2,849)
|
Adjustments
to reconcile net loss to net
|
|
|
cash
provided by operating activities
|
|
|
Depreciation
and amortization
|
623
|
675
|
Deferred
income taxes
|
(124)
|
-
|
Provision
for doubtful accounts and commission adjustments
|
79
|
90
|
Amortization
of debt issue costs
|
-
|
8
|
Share-based
compensation
|
27
|
44
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
and other receivables
|
9,160
|
3,530
|
Inventories
|
(65)
|
(86)
|
Deferred
commission expense
|
632
|
(39)
|
Prepaid
expenses and other current assets
|
(328)
|
(96)
|
Other
assets, net
|
(676)
|
306
|
Accounts
payable
|
(75)
|
(57)
|
Accrued
commissions
|
(1,156)
|
(1,084)
|
Accrued
expenses and other liabilities
|
191
|
(860)
|
Sales
tax payable
|
(38)
|
(95)
|
Deferred
revenue
|
(667)
|
(154)
|
Due
to related party
|
(15)
|
-
|
Other
long-term liabilities
|
142
|
(38)
|
Net
cash provided by (used in) operating activities
|
6,343
|
(705)
|
|
|
|
Cash
flows from investing activities
|
|
|
Purchases
of equipment and software
|
(172)
|
(410)
|
Net
cash used in investing activities
|
(172)
|
(410)
|
|
|
|
Cash
flows from financing activities
|
|
|
Net
(repayment) borrowings on revolving lines of credit
|
(100)
|
425
|
Repayment
of notes payable and finance lease obligations
|
(340)
|
(64)
|
Proceeds
from notes payable - related parties
|
-
|
650
|
Repayment
of notes payable - related parties
|
(323)
|
(500)
|
Net
cash (used in) provided by financing activities
|
(763)
|
511
|
Effect
of exchange rate differences on cash and cash
equivalents
|
26
|
23
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
5,434
|
(581)
|
Cash
and cash equivalents - beginning of period
|
2,124
|
2,668
|
Cash
and cash equivalents - end of period
|
$7,558
|
$2,087
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
|
|
|
Interest
paid
|
$173
|
$215
|
Income
taxes paid
|
$-
|
$-
|
|
|
|
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
|
|
|
Initial
recognition of operating lease right of use asset and
liability
|
$-
|
$1,107
|
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
On
May 14, 2020, Vaso Corporation (“the Company”) filed a
Current Report on Form 8-K to indicate its intention to rely on an
order issued by the Securities and Exchange Commission (the "SEC")
Release No. 34-88465 dated March 25, 2020 (the “Order”)
for a 45 day extension of time to file the its quarterly report on
Form 10-Q for the quarter ended March 31, 2020, after the
applicable deadline for filing of May 15, 2020. Consistent with the
Company's statements made in the Form 8-K, the Company was unable
to file the original Form 10-Q prior to the prescribed May 15, 2020
filing date because the Company's operations and business have
experienced significant disruptions due to the new coronavirus
("COVID-19") pandemic. More specifically, both the Company and its
auditors were experiencing staffing difficulties materially
impairing its ability to file on the prescribed date. The
Company’s principal offices, including its accounting
department, are located in Nassau County, New York, which area has
been significantly impacted by COVID-19. Since March 16, 2020, the
Company’s employees have been working remotely. As a result,
the Company’s books and records were not easily
accessible.
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.
7
Vaso
Corporation and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
(unaudited)
VasoHealthcare
VasoHealthcare
commenced operations in 2010, in conjunction with the
Company’s execution of its exclusive sales representation
agreement (“GEHC Agreement”) with GEHC, which is the
healthcare business division of the General Electric Company, to
further the sale of certain healthcare capital equipment in the
healthcare provider middle market. Sales of GEHC equipment by the
Company have grown significantly since then.
VasoHealthcare’s
current offerings consist of:
●
GEHC diagnostic
imaging capital equipment.
●
GEHC service
agreements for the above equipment.
●
GEHC 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. These devices are
primarily for cardiovascular monitoring, diagnostic and therapeutic
systems. Its current offerings consist of:
●
Biox™ series
Holter monitors and ambulatory blood pressure
recorders.
●
ARCS® series
analysis, reporting and communication software for physiological
signals such as ECG and blood pressure.
●
MobiCare™
multi-parameter wireless vital-sign monitoring system.
●
EECP® therapy system
for non-invasive, outpatient treatment of ischemic heart
disease.
This
segment uses its extensive cardiovascular device knowledge coupled
with its significant engineering resources to cost-effectively
create and market its proprietary technology. It works with a
global distribution network of channel partners to sell its
products. It also provides engineering and OEM services to other
medical device companies.
NOTE B – INTERIM STATEMENT PRESENTATION
Basis of Presentation and Use of Estimates
The
accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") and pursuant
to the accounting and disclosure rules and regulations of the
Securities and Exchange Commission (the "SEC") 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.
8
Vaso
Corporation and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
(unaudited)
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
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 March 31, 2020 (unaudited)
|
Three
Months Ended March 31, 2019 (unaudited)
|
||||||
|
|
Professional sales
service
|
Equipment
|
|
|
Professional sales
service
|
Equipment
|
|
|
IT segment
|
segment
|
segment
|
Total
|
IT segment
|
segment
|
segment
|
Total
|
Network
services
|
$10,432
|
|
|
$10,432
|
$10,118
|
|
|
$10,118
|
Software
sales and support
|
907
|
|
|
907
|
1,209
|
|
|
1,209
|
Commissions
|
|
5,166
|
|
5,166
|
|
3,415
|
|
3,415
|
Medical
equipment sales
|
|
|
571
|
571
|
|
|
494
|
494
|
Medical
equipment service
|
|
|
207
|
207
|
|
|
288
|
288
|
|
$11,339
|
$5,166
|
$778
|
$17,283
|
$11,327
|
$3,415
|
$782
|
$15,524
|
|
Three Months Ended March 31, 2020 (unaudited)
|
Three
Months Ended March 31, 2019 (unaudited)
|
||||||
|
|
Professional sales
service
|
Equipment
|
|
|
Professional sales
service
|
Equipment
|
|
|
IT segment
|
segment
|
segment
|
Total
|
IT segment
|
segment
|
segment
|
Total
|
Revenue
recognized over time
|
$10,550
|
$-
|
$140
|
$10,690
|
$9,955
|
$-
|
$148
|
$10,103
|
Revenue
recognized at a point in time
|
789
|
5,166
|
638
|
6,593
|
1,372
|
3,415
|
634
|
5,421
|
|
$11,339
|
$5,166
|
$778
|
$17,283
|
$11,327
|
$3,415
|
$782
|
$15,524
|
9
Vaso
Corporation and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
(unaudited)
Transaction Price Allocated to Remaining Performance
Obligations
As of
March 31, 2020, the aggregate amount of transaction price allocated
to performance obligations that are unsatisfied (or partially
unsatisfied) for executed contracts approximates $77.0 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
|
$34,452
|
$23,386
|
$8,490
|
$10,712
|
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 $640,000 and $568,000 at
March 31, 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 $17,890,000 and $18,565,000 at
March 31, 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
$1,693,000 and $1,270,000 at March 31, 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 $785,000 and $778,000 at
March 31, 2020 and December 31, 2019, respectively, and are
classified in our condensed consolidated balance sheets as either
current or long-term deferred revenue.
During
the three months ended March 31, 2020, we recognized approximately
$1.9 million of revenues that were included in our contract
liability balance at January 1, 2020.
NOTE D – SEGMENT REPORTING AND CONCENTRATIONS
Vaso
Corporation principally operates in three distinct business
segments in the healthcare and information technology industries.
We manage and evaluate our operations, and report our financial
results, through these three reportable segments.
●
IT segment,
operating through a wholly-owned subsidiary VasoTechnology, Inc.,
primarily focuses on healthcare IT and managed network technology
services;
●
Professional sales
service segment, operating through a wholly-owned subsidiary Vaso
Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the
sale of healthcare capital equipment for GEHC into the healthcare
provider middle market; and
●
Equipment segment,
operating through a wholly-owned subsidiary VasoMedical, Inc.,
primarily focuses on the design, manufacture, sale and service of
proprietary medical devices.
The
chief operating decision maker is the Company’s Chief
Executive Officer, who, in conjunction with upper management,
evaluates segment performance based on operating income and
adjusted EBITDA (net income (loss), plus interest expense (income),
net; tax expense; depreciation and amortization; and non-cash
stock-based compensation). Administrative functions such as
finance, human resources, and information technology are
centralized and related expenses allocated to each segment. Other
costs not directly attributable to operating segments, such as
audit, legal, director fees, investor relations, and others, as
well as certain assets – primarily cash balances – are
reported in the Corporate entity below. There are no intersegment
revenues. Summary financial information for the segments is set
forth below:
10
Vaso
Corporation and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
(unaudited)
|
(in
thousands)
|
|
|
Three months ended March 31,
|
|
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
Revenues
from external customers
|
|
|
IT
|
$11,339
|
$11,327
|
Professional
sales service
|
5,166
|
3,415
|
Equipment
|
778
|
782
|
Total
revenues
|
$17,283
|
$15,524
|
|
|
|
Gross
Profit
|
|
|
IT
|
$4,528
|
$4,726
|
Professional
sales service
|
4,146
|
2,685
|
Equipment
|
521
|
475
|
Total
gross profit
|
$9,195
|
$7,886
|
|
|
|
Operating
loss
|
|
|
IT
|
$(484)
|
$(343)
|
Professional
sales service
|
(433)
|
(1,643)
|
Equipment
|
(49)
|
(308)
|
Corporate
|
(286)
|
(361)
|
Total
operating loss
|
$(1,252)
|
$(2,655)
|
|
|
|
Depreciation
and amortization
|
|
|
IT
|
$507
|
$559
|
Professional
sales service
|
41
|
45
|
Equipment
|
75
|
71
|
Corporate
|
-
|
-
|
Total
depreciation and amortization
|
$623
|
$675
|
|
|
|
Capital
expenditures
|
|
|
IT
|
$157
|
$391
|
Professional
sales service
|
-
|
-
|
Equipment
|
13
|
19
|
Corporate
|
2
|
-
|
Total
cash capital expenditures
|
$172
|
$410
|
|
(in thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Identifiable
Assets
|
|
|
IT
|
$29,526
|
$30,079
|
Professional
sales service
|
7,362
|
16,257
|
Equipment
|
6,488
|
6,370
|
Corporate
|
6,954
|
1,658
|
Total
assets
|
$50,330
|
$54,364
|
11
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
GE
Healthcare accounted for 30% and 22% of revenue for the three
months ended March 31, 2020 and 2019, respectively. GE Healthcare
also accounted for $2.0 million or 30%, and $10.9 million or 69%,
of accounts and other receivables at March 31, 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 months ended March 31, 2020 and 2019, because the effect of
their inclusion would be anti-dilutive.
|
(in
thousands)
|
|
|
Three
months ended March 31,
|
|
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
Restricted
common stock grants
|
6,420
|
2,388
|
NOTE F – ACCOUNTS AND OTHER RECEIVABLES, NET
The
following table presents information regarding the Company’s
accounts and other receivables as of March 31, 2020 and December
31, 2019:
|
(in
thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Trade
receivables
|
$10,493
|
$20,110
|
Unbilled
receivables
|
293
|
-
|
Due
from employees
|
42
|
27
|
Allowance
for doubtful accounts and
|
|
|
commission
adjustments
|
(4,220)
|
(4,285)
|
Accounts
and other receivables, net
|
$6,608
|
$15,852
|
Contract
receivables under Topic 606 consist of trade receivables and
unbilled receivables. Trade receivables include amounts due for
shipped products and services rendered. Unbilled receivables
represent variable consideration recognized in accordance with
Topic 606 but not yet billable. Amounts recorded – billed and
unbilled - under the GEHC Agreement are subject to adjustment in
subsequent periods should the underlying sales order amount, upon
which the receivable is based, change.
Allowance
for doubtful accounts and commission adjustments include estimated
losses resulting from the inability of our customers to make
required payments, and adjustments arising from subsequent changes
in sales order amounts that may reduce the amount the Company will
ultimately receive under the GEHC Agreement. Due from employees is
primarily commission advances made to sales personnel.
12
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE G – INVENTORIES
Inventories,
net of reserves, consist of the following:
|
(in thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Raw
materials
|
$722
|
$650
|
Work
in process
|
116
|
181
|
Finished
goods
|
1,153
|
1,110
|
|
$1,991
|
$1,941
|
At
March 31, 2020 and December 31, 2019, the Company maintained
reserves for slow moving inventories of $352,000 and $390,000,
respectively.
NOTE H – GOODWILL AND OTHER INTANGIBLES
Goodwill
of $14,375,000 is allocated to the IT segment. The remaining
$2,846,000 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 March 31, 2020 and
December 31, 2019. The components of the change in goodwill are as
follows:
|
(in thousands)
|
|
|
Three months ended
|
Year ended
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Beginning
of period
|
$17,271
|
$17,309
|
Foreign
currency translation adjustment
|
(50)
|
(38)
|
End
of period
|
$17,221
|
$17,271
|
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)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Customer-related
|
|
|
Costs
|
$5,831
|
$5,831
|
Accumulated
amortization
|
(3,651)
|
(3,553)
|
|
2,180
|
2,278
|
|
|
|
Patents
and Technology
|
|
|
Costs
|
2,363
|
2,363
|
Accumulated
amortization
|
(1,822)
|
(1,752)
|
|
541
|
611
|
|
|
|
Software
|
|
|
Costs
|
2,972
|
2,840
|
Accumulated
amortization
|
(1,492)
|
(1,428)
|
|
1,480
|
1,412
|
|
|
|
|
$4,201
|
$4,301
|
13
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Patents and technology are amortized on a
straight-line basis over their estimated useful lives of ten and
eight years, respectively. The cost of significant customer-related
intangibles is amortized in proportion to estimated total related
revenue; cost of other customer-related intangible assets
is
amortized on a straight-line basis over the asset's estimated
economic life of seven years. Software costs are amortized
on a straight-line basis over its expected useful life of five
years.
Amortization
expense amounted to $232,000 for the three months ended March 31,
2020 and 2019.
Amortization
of intangibles for the next five years is:
|
(in
thousands)
|
Years
ending December 31,
|
(unaudited)
|
Remainder
of 2020
|
654
|
2021
|
982
|
2022
|
689
|
2023
|
464
|
2024
|
396
|
|
$3,185
|
NOTE I – OTHER ASSETS, NET
Other
assets, net consist of the following at March 31, 2020 and December
31, 2019:
|
(in
thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Deferred
commission expense - noncurrent
|
$2,249
|
$1,770
|
Trade
receivables - noncurrent
|
867
|
631
|
Other,
net of allowance for loss on loan receivable of
|
|
|
$412
at March 31, 2020 and December 31, 2019
|
127
|
185
|
|
$3,243
|
$2,586
|
NOTE J – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued
expenses and other liabilities consist of the following at March
31, 2020 and December 31, 2019:
|
(in
thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Accrued
compensation
|
$702
|
$1,509
|
Accrued
expenses - other
|
2,225
|
1,818
|
Other
liabilities
|
2,653
|
2,017
|
|
$5,580
|
$5,344
|
14
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 March 31,
|
|
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
Deferred
revenue at beginning of period
|
$19,343
|
$18,086
|
Net
additions:
|
|
|
Deferred
extended service contracts
|
142
|
70
|
Deferred
in-service and training
|
3
|
5
|
Deferred
service arrangements
|
5
|
10
|
Deferred
commission revenues
|
1,404
|
1,336
|
Recognized
as revenue:
|
|
|
Deferred
extended service contracts
|
(136)
|
(143)
|
Deferred
in-service and training
|
-
|
(8)
|
Deferred
service arrangements
|
(5)
|
(5)
|
Deferred
commission revenues
|
(2,081)
|
(1,419)
|
Deferred
revenue at end of period
|
18,675
|
17,932
|
Less:
current portion
|
9,701
|
11,026
|
Long-term
deferred revenue at end of period
|
$8,974
|
$6,906
|
NOTE L – NOTES PAYABLE
Notes
payable consist of the following:
|
(in
thousands)
|
|
|
March 31, 2020
|
December 31, 2019
|
|
(unaudited)
|
|
Line
of credit
|
$5,621
|
$5,721
|
Notes
payable
|
-
|
300
|
Notes
payable - MedTech
|
4,800
|
4,800
|
Notes
payable - related parties
|
930
|
1,253
|
Total
debt
|
11,351
|
12,074
|
Less:
current portion (including related parties)
|
(3,330)
|
(3,933)
|
|
$8,021
|
$8,141
|
15
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 March 2020, $25,000 in principal was repaid. At
March 31, 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. At March 31, 2020, the Company had
drawn approximately $1.88 million against the line. 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. The $1.2 million repaid is included in notes payable –
current portion in the Company’s condensed consolidated
balance sheet at March 31, 2020.The line of credit agreement
includes certain financial covenants that become effective
beginning in the quarter ended March 31, 2020. The Company was not
in compliance with one of the covenants at March 31, 2020 and
obtained a waiver from the lending institution. No additional
borrowing is permitted under the lines.
In
April 2020 the Company repaid $1.2 million of the MedTech note (see
Note N). The remaining balance of $3.6 million is due on April 30,
2021.
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, and repaid upon maturity.
NOTE
M – 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 $4,000 in
compensation expense related to such grant in the three months
ended March 31, 2020.
NOTE
N – RELATED-PARTY TRANSACTIONS
The
Company recorded interest charges aggregating approximately
$121,000 and $108,000 for the three-month periods ended March 31,
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 increases 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 $1.2 million repayment
of the MedTech Notes is included in current liabilities in the
Company’s condensed consolidated balance sheet as of March
31, 2020.
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 &
Associates LLP, which performs certain legal services for the
Company. Fees of approximately $63,000
and $85,000 were billed by the firm for the three-month periods
ended March 31, 2020 and 2019, respectively, at which times no
amounts were outstanding.
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 may be prepaid
without penalty.
NOTE O – COMMITMENTS AND CONTINGENCIES
Litigation
The
Company is currently, and has been in the past, a party to various
legal proceedings, primarily employee related matters, incident to
its business. The Company believes that the outcome of all pending
legal proceedings in the aggregate is unlikely to have a material
adverse effect on the business or consolidated financial condition
of the Company.
16
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Sales representation agreement
In
December 2017, the Company concluded an amendment of the GEHC
Agreement with GEHC, originally signed on May 19, 2010. The
amendment extends the term of the 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 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.
NOTE P – SUBSEQUENT EVENTS
Paycheck Protection Program
On
April 13, 2020, the Company received funding of a $3,610,900 Note
(the “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”). Amounts outstanding on the Note are at
the annual interest rate of 1%. During the first six months of the
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 Note converts to an
amortizing term loan payable monthly over an eighteen month period.
The Note can be prepaid at any time without penalty.
The
Company may apply to PNC for forgiveness of the Note in an amount
equal to the sum of the following costs incurred by the Company
during the eight-week period beginning on the date of first
disbursement of the 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 25% of
the amount forgiven can be attributable to non-payroll
costs.
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 to hold all the assets and liabilities of its
EECP business. Concurrently with the closing of the transaction,
the Company signed a 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.
17
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 as discussed below; 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 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 second 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 second 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, is being 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.
18
●
IT segment,
operating through a wholly-owned subsidiary VasoTechnology, Inc.,
primarily focuses on healthcare IT and managed network technology
services;
●
Professional sales
service segment, operating through a wholly-owned subsidiary Vaso
Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the
sale of healthcare capital equipment for GEHC into the healthcare
provider middle market; and
●
Equipment segment,
operating through a wholly-owned subsidiary VasoMedical, Inc.,
primarily focuses on the design, manufacture, sale and service of
proprietary medical devices.
Critical Accounting Policies and Estimates
Our
discussion and analysis of our financial condition and results of
operations are based upon the accompanying unaudited condensed
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States (“U.S. GAAP”). The preparation of
financial statements in conformity with U.S. GAAP requires
management to make judgments, estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, expenses, and
the related disclosures at the date of the financial statements and
during the reporting period. Although these estimates are based on
our knowledge of current events, our actual amounts and results
could differ from those estimates. The estimates made are based on
historical factors, current circumstances, and the experience and
judgment of our management, who continually evaluate the judgments,
estimates and assumptions and may employ outside experts to assist
in the evaluations.
Certain
of our accounting policies are deemed “critical”, as
they are both most important to the financial statement
presentation and require management’s most difficult,
subjective or complex judgments as a result of the need to make
estimates about the effect of matters that are inherently
uncertain. For a discussion of our critical accounting policies,
see Note B to the condensed consolidated financial statements and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Annual Report on
Form 10-K for the year ended December 31, 2019 as filed with the
SEC on April 14, 2020.
Results of Operations – For the Three Months Ended March 31,
2020 and 2019
Revenues
Total
revenue for the three months ended March 31, 2020 and 2019 was
$17,283,000 and $15,524,000, respectively, representing an increase
of $1,759,000, or 11% year-over-year. On a segment basis, revenue
in the IT and professional sales service segments increased $12,000
and $1,751,000, respectively, while equipment segment revenue
decreased $4,000.
Revenue
in the IT segment for the three months ended March 31, 2020 was
$11,339,000 compared to $11,327,000 for the three months ended
March 31, 2019, an increase of $12,000, or less than 1%, of which
$313,000 resulted from higher NetWolves revenue, partially offset
by a $301,000 decrease in healthcare IT VAR revenue. Our monthly
recurring revenue in the IT segment accounted for $10,550,000 or
93% of the segment revenue for the first quarter of 2020, and
$9,955,000 or 88% of the segment revenue for the same quarter last
year (see Note C).
Commission
revenues in the professional sales service segment were $5,166,000
in the first quarter of 2020, an increase of 51%, as compared to
$3,415,000 in the same quarter of 2019. The increase in commission
revenues was due primarily to an increase in the volume of
underlying equipment delivered by GEHC during the period. The
Company only recognizes commission revenue when the underlying
equipment has been accepted at the customer site in accordance with
the specific terms of the sales agreement. Consequently, amounts
billable, or billed and received, under the agreement with GE
Healthcare prior to customer acceptance of the equipment are
recorded as deferred revenue in the condensed consolidated balance
sheet. As of March 31, 2020, $17,890,000 in deferred commission
revenue was recorded in the Company’s condensed consolidated
balance sheet, of which $8,625,000 was long-term. At March 31,
2019, $17,015,000 in deferred commission revenue was recorded in
the Company’s condensed consolidated balance sheet, of which
$6,461,000 was long-term. The increase in deferred revenue is
principally due to an increase in new orders booked partially
offset by an increase in deliveries by GEHC.
19
Revenue in the equipment segment decreased by
$4,000, or 1%, to $778,000 for the three-month period ended March
31, 2020 from $782,000 for the same period of the prior year. The
decrease was principally due to lower EECP®
service revenues offset by higher
sales at our China subsidiaries.
Gross Profit
Gross
profit for the three months ended March 31, 2020 and 2019 was
$9,195,000, or 53% of revenue, and $7,886,000, or 51% of revenue,
respectively, representing an increase of $1,309,000, or 17%
year-over-year. On a segment basis, gross profit in the
professional sales service and equipment segments increased
$1,461,000, or 54%, and $46,000, or 10%, respectively, while gross
profit in the IT segment decreased $198,000, or 4%.
IT
segment gross profit for the three months ended March 31, 2020 was
$4,528,000, or 40% of the segment revenue, compared to $4,726,000,
or 42% of the segment revenue for the three months ended March 31,
2019. The year-over-year decrease of $198,000, or 4%, was primarily
a result of lower sales volume in the healthcare IT VAR
business.
Professional sales service segment gross profit
was $4,146,000, or 80% of segment revenue, for the three months
ended March 31, 2020 as compared to $2,685,000, or 79% of the
segment revenue, for the three months ended March 31, 2019,
reflecting an increase of $1,461,000. The increase in absolute
dollars was primarily due to higher commission revenue as a result
of higher volume of GEHC equipment delivered during the
first quarter of 2020 than in the same period last year. Cost of
commissions in the professional sales
service segment of $1,020,000 and $730,000, for the three months
ended March 31, 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 increased to $521,000, or 67% of segment
revenues, for the first quarter of 2020 compared to $475,000, or
61% of segment revenues, for the same quarter of 2019. The $46,000,
or 10%, increase in gross profit was due to a gross profit margin
increase due mainly to a more favorable proportion of higher margin
products in the sales mix in the first quarter of 2020, compared to
the first quarter of 2019.
Operating Loss
Operating
loss for the three months ended March 31, 2020 and 2019 was
$1,252,000 and $2,655,000, respectively, representing an
improvement of $1,403,000, due to the increase in gross profit and
decrease in operating costs (below). On a segment basis, operating
loss in the professional sales service and equipment segments
decreased $1,210,000 and $259,000, respectively, while operating
loss in the IT segment increased $141,000. In addition, corporate
expenses decreased $76,000.
Operating
loss in the IT segment increased to $484,000 for the three-month
period ended March 31, 2020 as compared to operating loss of
$343,000 in the same period of 2019 due to lower gross profit and
higher research and development (“R&D”) costs,
partially offset by lower selling, general, and administrative
(“SG&A”) costs. Operating loss in the professional
sales service segment decreased $1,210,000 in the three-month
period ended March 31, 2020 due to higher gross profit partially
offset by higher SG&A costs. The decrease in equipment segment
operating loss of $259,000 in the first quarter of 2020 was due to
higher gross profit and lower SG&A and R&D
costs.
SG&A
costs for the three months ended March 31, 2020 and 2019 were
$10,267,000 and $10,341,000, respectively, representing a decrease
of $74,000, or 1% year-over-year. On a segment basis, SG&A
costs in the IT segment decreased by $66,000 in the first 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 increased $252,000 due mainly to costs for the national
sales meeting, which was held in 2020 but not in 2019, and SG&A
costs in the equipment segment decreased $184,000 due mainly to
lower personnel costs. Corporate costs not allocated to segments
decreased by $76,000 in the three months ended March 31, 2020 from
the same period in 2019, due primarily to lower accounting and
legal fees.
20
Research
and development (“R&D”) expenses were $180,000, or
1% of revenues, for the first quarter of 2020, a decrease of
$20,000, or 10%, from $200,000, or 1% of revenues, for the first
quarter of 2019. The decrease is primarily attributable to lower
product development expenses in the equipment segment.
Adjusted EBITDA
We
define Adjusted EBITDA (earnings (loss) before interest, taxes,
depreciation and amortization), which is a non-GAAP financial
measure, as net income (loss), plus interest expense (income), net;
tax expense; depreciation and amortization; and non-cash expenses
for share-based compensation. Adjusted EBITDA is a metric
that is used by the investment community for comparative and
valuation purposes. We disclose this metric in order to support and
facilitate the dialogue with research analysts and
investors.
Adjusted EBITDA is
not a measure of financial performance under U.S. GAAP and should
not be considered a substitute for operating income, which we
consider to be the most directly comparable U.S. GAAP measure.
Adjusted EBITDA has limitations as an analytical tool, and when
assessing our operating performance, you should not consider
Adjusted EBITDA in isolation, or as a substitute for net income or
other consolidated income statement data prepared in accordance
with U.S. GAAP. Other companies may calculate Adjusted EBITDA
differently than we do, limiting its usefulness as a comparative
measure.
A
reconciliation of net loss to Adjusted EBITDA is set forth
below:
|
(in
thousands)
|
|
|
Three
months ended March 31,
|
|
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
Net
loss
|
$(1,367)
|
$(2,849)
|
Interest
expense (income), net
|
261
|
217
|
Income
tax (benefit) expense
|
(119)
|
11
|
Depreciation
and amortization
|
623
|
675
|
Share-based
compensation
|
27
|
44
|
Adjusted
EBITDA
|
$(575)
|
$(1,902)
|
Adjusted EBITDA
loss decreased by $1,327,000, to $575,000 in the quarter ended
March 31, 2020 from $1,902,000 in the quarter ended March 31, 2019.
The decrease was primarily attributable to the lower net
loss.
Interest and Other Income (Expense)
Interest
and other income (expense) for the three months ended March 31,
2020 was $(234,000) as compared to $(183,000) for the corresponding
period of 2019. The increase in interest and other income (expense)
was due primarily to higher interest expense due to increased
borrowings under the line of credit.
21
Income Tax Expense (Benefit)
For
the three months ended March 31, 2020, we recorded income tax
benefit of $(119,000) as compared to income tax expense of $11,000
for the corresponding period of 2019. The change from expense to
benefit arose mainly from the reversal of deferred tax liability in
our China operations.
Net Loss
Net
loss for the three months ended March 31, 2020 was $1,367,000 as
compared to a net loss of $2,849,000 for the three months ended
March 31, 2019, representing an improvement of $1,482,000. Our net
loss per share was $0.01 and $0.02 in the three-month periods ended
March 31, 2020 and 2019, respectively. The principal cause of the
decrease in net loss is the increase in professional sales services
segment revenue and gross profit.
Liquidity and Capital Resources
Cash and Cash Flow
We
have financed our operations from working capital. At March 31,
2020, we had cash and cash equivalents of $7,558,000 and negative
working capital of $7,032,000, compared to cash and cash
equivalents of $2,124,000 and negative working capital of
$7,469,000 at December 31, 2019. $7,462,000 in negative working
capital at March 31, 2020 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 $6,343,000, which consisted of
net loss after adjustments to reconcile net loss to net cash of
$762,000 and cash provided by operating assets and liabilities of
$7,105,000, during the three months ended March 31, 2020, compared
to cash used in operating activities of $705,000 for the same
period in 2019. The changes in the account balances primarily
reflect a decrease in accounts and other receivables of $9,160,000,
partially offset by decreases in accrued commissions and deferred
revenue of $1,156,000, and $667,000, respectively.
Cash
used in investing activities during the three-month period ended
March 31, 2020 was $172,000 for the purchase of equipment and
software.
Cash
used in financing activities during the three-month period ended
March 31, 2020 was $763,000 as a result of $100,000 in repayment on
revolving lines of credit, $623,000 in liquidation of notes
payable, and $40,000 in payments of finance leases issued for
equipment purchases.
In
April 2020 the Company received a $3.6 million loan through the
Paycheck Protection Program (the “Program”) under the
CARES Act. The proceeds will be used to cover payroll and related
expenses and certain other costs permitted under the
Program.
Liquidity
The
Company expects to generate sufficient cash flow from operations
and from the $3.6 million proceeds of the Program loan to satisfy
its obligations for the next twelve months.
The
COVID-19 pandemic may impact our operations beyond the second
quarter of 2020, depending on the duration of the pandemic and the
timing and success of the reopening of the economy.
22
ITEM 4 - CONTROLS AND
PROCEDURES
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,
2020 and have concluded that the Company’s disclosure
controls and procedures were effective as of March 31,
2020.
Changes in Internal Control Over Financial Reporting
There
were no changes in the Company’s internal control over
financial reporting during the Company’s fiscal quarter ended
March 31, 2020 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
23
PART II - OTHER INFORMATION
ITEM 6 – EXHIBITS
Exhibits
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.
|
|
|
|
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.
|
24
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.
|
VASO CORPORATION |
|
|
|
|
|
|
Date: June 4, 2020 |
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
|
|
25