UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ Quarterly Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2024
☐ 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 | | (IRS Employer |
incorporation or organization) | | 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 August 12, 2024 – 175,380,963
Vaso Corporation and Subsidiaries
INDEX
PART I – FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Vaso Corporation and Subsidiaries
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| |
June
30, 2024 | | |
December 31,
2023 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash and cash
equivalents | |
$ | 25,652 | | |
$ | 11,342 | |
Short-term investments | |
| - | | |
| 13,979 | |
Accounts and other receivables, net of an allowance for credit losses and commission adjustments of $9,615 at June 30, 2024 and $9,708 at December 31, 2023 | |
| 7,213 | | |
| 12,377 | |
Receivables due from related
parties | |
| 1,098 | | |
| 929 | |
Inventories, net | |
| 1,218 | | |
| 1,470 | |
Deferred commission expense | |
| 3,316 | | |
| 3,285 | |
Prepaid
expenses and other current assets | |
| 2,392 | | |
| 1,717 | |
Total
current assets | |
| 40,889 | | |
| 45,099 | |
| |
| | | |
| | |
Property and equipment, net of accumulated depreciation of $10,579 at June 30, 2024 and $10,538 at December 31, 2023 | |
| 1,423 | | |
| 1,174 | |
Operating lease right of
use assets | |
| 2,328 | | |
| 1,949 | |
Goodwill | |
| 15,556 | | |
| 15,588 | |
Intangibles, net | |
| 1,489 | | |
| 1,406 | |
Other assets, net | |
| 4,826 | | |
| 4,902 | |
Investment in EECP Global | |
| 596 | | |
| 683 | |
Deferred
tax assets, net | |
| 4,956 | | |
| 4,956 | |
Total
assets | |
$ | 72,063 | | |
$ | 75,757 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 2,953 | | |
$ | 2,670 | |
Accrued commissions | |
| 937 | | |
| 2,411 | |
Accrued expenses and other
liabilities | |
| 5,080 | | |
| 7,335 | |
Finance lease liabilities
- current | |
| 62 | | |
| 72 | |
Operating lease liabilities
- current | |
| 1,074 | | |
| 928 | |
Sales tax payable | |
| 704 | | |
| 699 | |
Income taxes payable | |
| 90 | | |
| 30 | |
Deferred revenue - current
portion | |
| 15,924 | | |
| 15,883 | |
Notes payable - current
portion | |
| 9 | | |
| 9 | |
Due
to related party | |
| 3 | | |
| 3 | |
Total
current liabilities | |
| 26,836 | | |
| 30,040 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES | |
| | | |
| | |
Notes payable, net of current
portion | |
| 1 | | |
| 6 | |
Finance lease liabilities,
net of current portion | |
| - | | |
| 25 | |
Operating lease liabilities,
net of current portion | |
| 1,254 | | |
| 1,020 | |
Deferred revenue, net of
current portion | |
| 15,776 | | |
| 16,317 | |
Other
long-term liabilities | |
| 1,475 | | |
| 1,506 | |
Total
long-term liabilities | |
| 18,506 | | |
| 18,874 | |
COMMITMENTS AND CONTINGENCIES
(NOTE N) | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares issued and outstanding at June 30, 2024 and December 31, 2023 | |
| - | | |
| - | |
Common stock, $.001 par value; 250,000,000 shares authorized; 185,689,050 and 185,627,383 shares issued at June 30, 2024 and December 31, 2023, respectively; 175,380,963 and 175,319,296 shares outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 186 | | |
| 186 | |
Additional paid-in capital | |
| 64,011 | | |
| 63,993 | |
Accumulated deficit | |
| (35,050 | ) | |
| (35,032 | ) |
Accumulated other comprehensive
loss | |
| (426 | ) | |
| (304 | ) |
Treasury stock, at cost, 10,308,087 shares at June 30, 2024 and December 31, 2023 | |
| (2,000 | ) | |
| (2,000 | ) |
Total
stockholders’ equity | |
| 26,721 | | |
| 26,843 | |
Total liabilities and
stockholders’ equity | |
$ | 72,063 | | |
$ | 75,757 | |
The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.
Vaso Corporation and Subsidiaries
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(in thousands, except per share data)
| |
Three Months ended
June 30, | | |
Six Months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenues | |
| | |
| | |
| | |
| |
Managed IT systems and services | |
$ | 10,591 | | |
$ | 10,435 | | |
$ | 20,743 | | |
$ | 20,709 | |
Professional sales services | |
| 9,110 | | |
| 9,140 | | |
| 17,237 | | |
| 17,265 | |
Equipment sales and services | |
| 525 | | |
| 748 | | |
| 983 | | |
| 1,385 | |
Total revenues | |
| 20,226 | | |
| 20,323 | | |
| 38,963 | | |
| 39,359 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| | | |
| | | |
| | | |
| | |
Cost of managed IT systems and services | |
| 6,009 | | |
| 5,693 | | |
| 11,968 | | |
| 11,527 | |
Cost of professional sales services | |
| 1,937 | | |
| 1,743 | | |
| 3,685 | | |
| 3,225 | |
Cost of equipment sales and services | |
| 129 | | |
| 191 | | |
| 242 | | |
| 349 | |
Total cost of revenues | |
| 8,075 | | |
| 7,627 | | |
| 15,895 | | |
| 15,101 | |
Gross profit | |
| 12,151 | | |
| 12,696 | | |
| 23,068 | | |
| 24,258 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| 10,841 | | |
| 10,662 | | |
| 22,907 | | |
| 21,804 | |
Research and development | |
| 205 | | |
| 217 | | |
| 396 | | |
| 375 | |
Business combination transaction costs | |
| 109 | | |
| - | | |
| 238 | | |
| - | |
Total operating expenses | |
| 11,155 | | |
| 10,879 | | |
| 23,541 | | |
| 22,179 | |
Operating income (loss) | |
| 996 | | |
| 1,817 | | |
| (473 | ) | |
| 2,079 | |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income | |
| | | |
| | | |
| | | |
| | |
Interest and financing costs | |
| (1 | ) | |
| (5 | ) | |
| (4 | ) | |
| (33 | ) |
Interest and other income, net | |
| 273 | | |
| 179 | | |
| 585 | | |
| 262 | |
Loss on disposal of fixed assets | |
| (1 | ) | |
| (1 | ) | |
| (2 | ) | |
| (2 | ) |
Total other income, net | |
| 271 | | |
| 173 | | |
| 579 | | |
| 227 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) before income taxes | |
| 1,267 | | |
| 1,990 | | |
| 106 | | |
| 2,306 | |
Income tax expense | |
| (112 | ) | |
| (9 | ) | |
| (124 | ) | |
| (19 | ) |
Net income (loss) | |
| 1,155 | | |
| 1,981 | | |
| (18 | ) | |
| 2,287 | |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation loss | |
| (21 | ) | |
| (210 | ) | |
| (122 | ) | |
| (195 | ) |
Comprehensive income (loss) | |
$ | 1,134 | | |
$ | 1,771 | | |
$ | (140 | ) | |
$ | 2,092 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) per common share | |
| | | |
| | | |
| | | |
| | |
- basic and diluted | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | (0.00 | ) | |
$ | 0.01 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
- basic | |
| 175,365 | | |
| 174,159 | | |
| 175,242 | | |
| 173,895 | |
- diluted | |
| 175,984 | | |
| 175,120 | | |
| 175,242 | | |
| 175,162 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
Vaso Corporation and Subsidiaries
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands)
| |
| | |
| | |
| | |
| | |
| | |
| | |
Accumulated | | |
| |
| |
| | |
| | |
| | |
| | |
Additional | | |
| | |
Other | | |
Total | |
| |
Common
Stock | | |
Treasury
Stock | | |
Paid-in - | | |
Accumulated | | |
Comprehensive | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Loss | | |
Equity | |
Balance at January 1, 2023 | |
| 185,436 | | |
$ | 185 | | |
| (10,308 | ) | |
| (2,000 | ) | |
$ | 63,952 | | |
$ | (39,837 | ) | |
$ | (233 | ) | |
$ | 22,067 | |
Share-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13 | | |
| - | | |
| - | | |
| 13 | |
Foreign currency translation gain | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 15 | | |
| 15 | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 306 | | |
| - | | |
| 306 | |
Balance at March 31, 2023 | |
| 185,436 | | |
$ | 185 | | |
| (10,308 | ) | |
$ | (2,000 | ) | |
$ | 63,965 | | |
$ | (39,531 | ) | |
$ | (218 | ) | |
$ | 22,401 | |
Share-based compensation | |
| 13 | | |
| - | | |
| - | | |
| - | | |
| 15 | | |
| - | | |
| - | | |
| 15 | |
Shares withheld for employee tax liability | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1 | ) | |
| - | | |
| - | | |
| (1 | ) |
Foreign currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (210 | ) | |
| (210 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,981 | | |
| - | | |
| 1,981 | |
Balance at June 30, 2023 | |
| 185,449 | | |
$ | 185 | | |
| (10,308 | ) | |
$ | (2,000 | ) | |
$ | 63,979 | | |
$ | (37,550 | ) | |
$ | (428 | ) | |
$ | 24,186 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at January 1, 2024 | |
| 185,627 | | |
$ | 186 | | |
| (10,308 | ) | |
| (2,000 | ) | |
$ | 63,993 | | |
$ | (35,032 | ) | |
$ | (304 | ) | |
$ | 26,843 | |
Share-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9 | | |
| - | | |
| - | | |
| 9 | |
Foreign currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (101 | ) | |
| (101 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,173 | ) | |
| - | | |
| (1,173 | ) |
Balance at March 31, 2024 | |
| 185,627 | | |
$ | 186 | | |
| (10,308 | ) | |
$ | (2,000 | ) | |
$ | 64,002 | | |
$ | (36,205 | ) | |
$ | (405 | ) | |
$ | 25,578 | |
Share-based compensation | |
| 62 | | |
| - | | |
| - | | |
| - | | |
| 9 | | |
| - | | |
| - | | |
| 9 | |
Foreign currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (21 | ) | |
| (21 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,155 | | |
| - | | |
| 1,155 | |
Balance at June 30, 2024 | |
| 185,689 | | |
$ | 186 | | |
| (10,308 | ) | |
$ | (2,000 | ) | |
$ | 64,011 | | |
$ | (35,050 | ) | |
$ | (426 | ) | |
$ | 26,721 | |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
Vaso Corporation and Subsidiaries
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| |
Six months ended | |
| |
June 30, | |
| |
2024 | | |
2023 | |
Cash flows from operating activities | |
| | |
| |
Net (loss) income | |
$ | (18 | ) | |
$ | 2,287 | |
Adjustments to reconcile net (loss) income to net | |
| | | |
| | |
cash provided by operating activities | |
| | | |
| | |
Depreciation and amortization | |
| 411 | | |
| 537 | |
Loss from investment in EECP Global | |
| 87 | | |
| 125 | |
Provision for credit losses and commission adjustments | |
| 64 | | |
| 44 | |
Share-based compensation | |
| 18 | | |
| 28 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts and other receivables | |
| 5,086 | | |
| 6,271 | |
Inventories | |
| 232 | | |
| (129 | ) |
Deferred commission expense | |
| (31 | ) | |
| (156 | ) |
Prepaid expenses and other current assets | |
| (122 | ) | |
| (884 | ) |
Other assets, net | |
| 51 | | |
| (291 | ) |
Accounts payable | |
| 285 | | |
| 268 | |
Accrued commissions | |
| (1,379 | ) | |
| (1,613 | ) |
Accrued expenses and other liabilities | |
| (2,358 | ) | |
| (2,853 | ) |
Sales tax payable | |
| 7 | | |
| (194 | ) |
Income taxes payable | |
| 85 | | |
| (3 | ) |
Deferred revenue | |
| (500 | ) | |
| 2,783 | |
Due to related party | |
| (169 | ) | |
| (354 | ) |
Other long-term liabilities | |
| (31 | ) | |
| 153 | |
Net cash provided by operating activities | |
| 1,718 | | |
| 6,019 | |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Purchases of equipment and software | |
| (787 | ) | |
| (360 | ) |
Loan to Achari | |
| (343 | ) | |
| - | |
Purchases of short-term investments | |
| - | | |
| (11,134 | ) |
Redemption of short-term investments | |
| 13,756 | | |
| 8,134 | |
Net cash provided by (used in) investing activities | |
| 12,626 | | |
| (3,360 | ) |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Payroll taxes paid by withholding shares | |
| - | | |
| (1 | ) |
Repayment of notes payable and finance lease obligations | |
| (39 | ) | |
| (99 | ) |
Net cash used in financing activities | |
| (39 | ) | |
| (100 | ) |
Effect of exchange rate differences on cash and cash equivalents | |
| 5 | | |
| 19 | |
| |
| | | |
| | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| 14,310 | | |
| 2,578 | |
Cash and cash equivalents - beginning of period | |
| 11,342 | | |
| 11,821 | |
Cash and cash equivalents - end of period | |
$ | 25,652 | | |
$ | 14,399 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION | |
| | | |
| | |
Interest paid | |
$ | 4 | | |
$ | 10 | |
Income taxes paid | |
$ | 47 | | |
$ | 23 | |
| |
| | | |
| | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Initial recognition of operating lease right of use asset and liability | |
$ | 863 | | |
$ | 474 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Vaso Corporation and Subsidiaries
Notes to
Condensed Consolidated Financial Statements (unaudited)
NOTE A – ORGANIZATION AND
PLAN OF OPERATIONS
Vaso Corporation was incorporated
in Delaware in July 1987. Unless the context requires otherwise, all references to “we”, “our”, “us”,
“Company”, “registrant”, “Vaso” or “management” refer to Vaso Corporation and its subsidiaries.
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 GE
Healthcare (“GEHC”) into the healthcare provider middle market; and |
| ● | Equipment
segment, primarily focuses on the design, manufacture, sale and service of proprietary medical
devices and software, operating through a wholly-owned subsidiary VasoMedical, Inc., which
in turn operates through Vasomedical Solutions, Inc. for domestic business and Vasomedical
Global Corp. for international business, respectively. |
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, VasoHealthcare IT. Its current offerings
include:
| ● | Managed
radiology and imaging applications (channel partner of select vendors of healthcare IT products). |
| ● | Managed
network infrastructure (routers, switches and other core equipment). |
| ● | Managed
network transport (FCC licensed carrier reselling over 175 facility partners). |
| ● | Managed
security services. |
VasoTechnology
uses a combination of proprietary technology, methodology and third-party applications to deliver its value proposition.
VasoHealthcare
VasoHealthcare
commenced operations in 2010, in conjunction with the Company’s execution of its exclusive sales representation agreement (“GEHC
Agreement”) with GEHC 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 and ultrasound systems. |
| ● | GEHC
service agreements for the above equipment. |
| ● | GEHC
training services for use of the above equipment. |
| ● | GEHC
and third-party financial services. |
Vaso Corporation and Subsidiaries
Notes to
Condensed Consolidated Financial Statements (unaudited)
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 and diagnostic systems. Its current offerings consist
of:
| ● | Biox™
series Holter monitors and ambulatory blood pressure recorders. |
| ● | ARCS®
series analysis, reporting and communication software for ECG and blood pressure signals. |
| ● | MobiCare®
multi-parameter wireless vital-sign monitoring system. |
| ● | EECP®
therapy systems 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.
Achari
Business Combination Agreement
As previously announced, the
Company entered into a business combination agreement (the “Business Combination Agreement”), dated as of December 6, 2023,
with Achari Ventures Holdings Corp. I, a Delaware corporation (“Achari”) (NASDAQ: AVHI), and Achari Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Achari (“Merger Sub”). The Business Combination Agreement provides, among other
things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving as a wholly owned subsidiary of Achari. Upon the closing of the Business Combination Agreement (the “Closing”),
we anticipate that Achari will change its name to “Vaso Holdings Corp.” or an alternative name chosen by the Company and reasonably
acceptable to Achari (“New Vaso”). The Merger and the other transactions contemplated by the Business Combination Agreement
are hereinafter referred to collectively as the “Business Combination”.
Upon the Closing, New Vaso
would have authorized shares of Class A common stock and Class B common stock. The Business Combination Agreement establishes a pro forma
equity value of the Company at approximately $176 million, at $10.00 per share of Class A common stock. As such, we believe that the current
Vaso stockholders would receive approximately 17.6 million shares of Class A common stock and the current Achari shareholders would maintain
between 500 thousand and 750 thousand shares of Class A common stock depending on Achari’s unpaid expenses at the Closing and presuming
the redemption of all outstanding public shares of Achari on or prior to the Closing. In addition, current Achari warrant holders would
have outstanding warrants to purchase a minimum of 8.25 million shares of Class A common stock at an exercise price of $11.50 per share.
No shares of Class B common stock are expected to be outstanding immediately after the Business Combination.
The Boards of Directors of
Vaso and Achari have each approved the Business Combination, the consummation of which is subject to various customary closing conditions,
including the filing and effectiveness of a Registration Statement on Form S-4, as amended or supplemented, (the “Registration Statement”)
by Achari with the United States Securities and Exchange Commission (“SEC”), the filing of a proxy statement by Vaso with
the SEC and clearance by the SEC, and the approval of a majority of shareholders of both Achari and Vaso of the proposed Business Combination.
At the time of this filing, Achari shareholders have approved the Business Combination at a virtual meeting, and Vaso has scheduled a
special shareholders meeting for August 26, 2024 seeking their approval as well (Vaso shareholders representing approximately 44% of Vaso’s
outstanding shares have entered into support agreements upon the signing of the Business Combination Agreement committing them to vote
in favor of the Business Combination). The Business Combination is expected to close in the third quarter of 2024.
Vaso Corporation and Subsidiaries
Notes to
Condensed Consolidated Financial Statements (unaudited)
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, 2023, as filed with the SEC on April
1, 2024.
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.
Correction of Prior Period Financial Statements
We record commission revenue
for certain products in our professional sales service segment based on GEHC’s reporting and payment of such commissions to us.
In late August 2023, GEHC informed the Company that its calculations for such products were partially inaccurate and had remitted excess
commissions. The Company has taken immediate steps to implement additional internal control procedures whereby GEHC will provide additional
information sufficient to assess the accuracy of such commission payments going forward. We assessed the materiality of this misstatement
on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Materiality,
codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, (“ASC 250”)
and concluded that the misstatements were not material to the prior annual or interim periods.
Accordingly, in accordance
with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements), we have increased the accumulated deficit at January 1, 2023 by $808,000 to reflect $1,010,000 lower commission revenue and
$202,000 lower commission expense, and corrected the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income,
Cash Flows, and Changes in Stockholders’ Equity for the three and six months ended June 30, 2023, and the related notes to revise
for those misstatements that impacted such periods.
Vaso Corporation and Subsidiaries
Notes to
Condensed Consolidated Financial Statements (unaudited)
The following are selected
line items from the Company’s Condensed Consolidated Financial Statements illustrating the effect of these corrections:
| |
Consolidated Statement of Operations and Comprehensive Income | |
| |
Three months ended June 30, 2023 | | |
Six months ended June 30, 2023 | |
(in thousands, except per share data) | |
As Reported | | |
Adjustment | | |
As Revised | | |
As Reported | | |
Adjustment | | |
As Revised | |
Revenues | |
| | |
| | |
| | |
| | |
| | |
| |
Professional sales services | |
$ | 9,254 | | |
$ | (114 | ) | |
$ | 9,140 | | |
$ | 17,564 | | |
$ | (299 | ) | |
$ | 17,265 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of professional sales services | |
$ | 1,766 | | |
$ | (23 | ) | |
$ | 1,743 | | |
$ | 3,285 | | |
$ | (60 | ) | |
$ | 3,225 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gross Profit - professional sales services segment | |
$ | 7,488 | | |
$ | (91 | ) | |
$ | 7,397 | | |
$ | 14,279 | | |
$ | (239 | ) | |
$ | 14,040 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Operating income | |
$ | 1,908 | | |
$ | (91 | ) | |
$ | 1,817 | | |
$ | 2,318 | | |
$ | (239 | ) | |
$ | 2,079 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 2,072 | | |
$ | (91 | ) | |
$ | 1,981 | | |
$ | 2,526 | | |
$ | (239 | ) | |
$ | 2,287 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Comprehensive income | |
$ | 1,862 | | |
$ | (91 | ) | |
$ | 1,771 | | |
$ | 2,331 | | |
$ | (239 | ) | |
$ | 2,092 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Income per common share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
- basic and diluted | |
$ | 0.01 | | |
$ | (0.00 | ) | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | (0.00 | ) | |
$ | 0.01 | |
| |
Consolidated Statement of Changes in Stockholders’ Equity | |
| |
Accumulated Deficit | | |
Total Stockholders’ Equity | |
(in thousands) | |
As Reported | | |
Adjustment | | |
As Revised | | |
As Reported | | |
Adjustment | | |
As Revised | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance at January 1, 2023 | |
$ | (39,029 | ) | |
$ | (808 | ) | |
$ | (39,837 | ) | |
$ | 22,875 | | |
$ | (808 | ) | |
$ | 22,067 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 454 | | |
$ | (148 | ) | |
$ | 306 | | |
$ | 454 | | |
$ | (148 | ) | |
$ | 306 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2023 | |
$ | (38,575 | ) | |
$ | (956 | ) | |
$ | (39,531 | ) | |
$ | 23,357 | | |
$ | (956 | ) | |
$ | 22,401 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 2,072 | | |
$ | (91 | ) | |
$ | 1,981 | | |
$ | 2,072 | | |
$ | (91 | ) | |
$ | 1,981 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at June 30, 2023 | |
$ | (36,503 | ) | |
$ | (1,047 | ) | |
$ | (37,550 | ) | |
$ | 25,233 | | |
$ | (1,047 | ) | |
$ | 24,186 | |
| |
Consolidated Statement of Cash Flows | |
| |
Six months ended June 30, 2023 | |
(in thousands) | |
As Reported | | |
Adjustment | | |
As Revised | |
Net income | |
$ | 2,526 | | |
$ | (239 | ) | |
$ | 2,287 | |
Accounts and other receivables | |
$ | 5,972 | | |
$ | 299 | | |
$ | 6,271 | |
Accrued commissions | |
$ | (1,553 | ) | |
$ | (60 | ) | |
$ | (1,613 | ) |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Recently Issued Accounting Standards To Be Adopted
In December 2023, the Financial
Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740), Improvement to Income Tax
Disclosures, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table
and disaggregated information related to income taxes paid. The ASU is effective for annual reporting periods beginning with the year
ending December 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its
Consolidated Financial Statements.
In November 2023, the FASB
issued ASU 2023-07, Segment Reporting (Topic 280), Improvement to Reportable Segment Disclosures. This ASU enhances disclosures required
for reportable segments in both annual and interim consolidated financial statements. The ASU, which requires retrospective application,
is effective for annual reporting periods beginning with the year ending December 31, 2024, and interim periods beginning with the three
months ending March 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on
its Consolidated Financial Statements.
Reclassifications
Certain reclassifications have been made to prior
year amounts to conform with the current year presentation.
NOTE C – REVENUE RECOGNITION
Disaggregation of Revenue
The following tables present revenues disaggregated
by our business operations and timing of revenue recognition:
| |
(in thousands) | |
| |
Three Months Ended June 30, 2024 | | |
Three Months Ended June 30, 2023 | |
| |
| | |
Professional sales | | |
| | |
| | |
| | |
Professional sales | | |
| | |
| |
| |
| | |
service | | |
Equipment | | |
| | |
| | |
service | | |
Equipment | | |
| |
| |
IT segment | | |
segment | | |
segment | | |
Total | | |
IT segment | | |
segment | | |
segment | | |
Total | |
Network services | |
$ | 9,470 | | |
$ | - | | |
$ | - | | |
$ | 9,470 | | |
$ | 8,946 | | |
$ | - | | |
$ | - | | |
$ | 8,946 | |
Software sales and support | |
| 1,121 | | |
| - | | |
| - | | |
| 1,121 | | |
| 1,489 | | |
| - | | |
| - | | |
| 1,489 | |
Commissions | |
| - | | |
| 9,110 | | |
| - | | |
| 9,110 | | |
| - | | |
| 9,140 | | |
| - | | |
| 9,140 | |
Medical equipment sales | |
| - | | |
| - | | |
| 494 | | |
| 494 | | |
| - | | |
| - | | |
| 716 | | |
| 716 | |
Medical equipment service | |
| - | | |
| - | | |
| 31 | | |
| 31 | | |
| - | | |
| - | | |
| 32 | | |
| 32 | |
| |
$ | 10,591 | | |
$ | 9,110 | | |
$ | 525 | | |
$ | 20,226 | | |
$ | 10,435 | | |
$ | 9,140 | | |
$ | 748 | | |
$ | 20,323 | |
| |
Six Months Ended June 30, 2024 | | |
Six Months Ended June 30, 2023 | |
| |
| | |
Professional sales | | |
| | |
| | |
| | |
Professional sales | | |
| | |
| |
| |
| | |
service | | |
Equipment | | |
| | |
| | |
service | | |
Equipment | | |
| |
| |
IT segment | | |
segment | | |
segment | | |
Total | | |
IT segment | | |
segment | | |
segment | | |
Total | |
Network services | |
$ | 18,413 | | |
$ | - | | |
$ | - | | |
$ | 18,413 | | |
$ | 17,984 | | |
$ | - | | |
$ | - | | |
$ | 17,984 | |
Software sales and support | |
| 2,330 | | |
| - | | |
| - | | |
| 2,330 | | |
| 2,725 | | |
| - | | |
| - | | |
| 2,725 | |
Commissions | |
| - | | |
| 17,237 | | |
| - | | |
| 17,237 | | |
| - | | |
| 17,265 | | |
| - | | |
| 17,265 | |
Medical equipment sales | |
| - | | |
| - | | |
| 921 | | |
| 921 | | |
| - | | |
| - | | |
| 1,322 | | |
| 1,322 | |
Medical equipment service | |
| - | | |
| - | | |
| 62 | | |
| 62 | | |
| - | | |
| - | | |
| 63 | | |
| 63 | |
| |
$ | 20,743 | | |
$ | 17,237 | | |
$ | 983 | | |
$ | 38,963 | | |
$ | 20,709 | | |
$ | 17,265 | | |
$ | 1,385 | | |
$ | 39,359 | |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
| |
Three Months Ended June 30, 2024 | | |
Three Months Ended June 30, 2023 | |
| |
| | |
Professional sales | | |
| | |
| | |
| | |
Professional sales | | |
| | |
| |
| |
| | |
service | | |
Equipment | | |
| | |
| | |
service | | |
Equipment | | |
| |
| |
IT segment | | |
segment | | |
segment | | |
Total | | |
IT segment | | |
segment | | |
segment | | |
Total | |
Revenue recognized over time | |
$ | 8,804 | | |
$ | - | | |
$ | 87 | | |
$ | 8,891 | | |
$ | 9,357 | | |
$ | - | | |
$ | 131 | | |
$ | 9,488 | |
Revenue recognized at a point in time | |
| 1,787 | | |
| 9,110 | | |
| 438 | | |
| 11,335 | | |
| 1,078 | | |
| 9,140 | | |
| 617 | | |
| 10,835 | |
| |
$ | 10,591 | | |
$ | 9,110 | | |
$ | 525 | | |
$ | 20,226 | | |
$ | 10,435 | | |
$ | 9,140 | | |
$ | 748 | | |
$ | 20,323 | |
| |
Six Months Ended June 30, 2024 | | |
Six Months Ended June 30, 2023 | |
| |
| | |
Professional sales | | |
| | |
| | |
| | |
Professional sales | | |
| | |
| |
| |
| | |
service | | |
Equipment | | |
| | |
| | |
service | | |
Equipment | | |
| |
| |
IT segment | | |
segment | | |
segment | | |
Total | | |
IT segment | | |
segment | | |
segment | | |
Total | |
Revenue recognized over time | |
$ | 18,105 | | |
$ | - | | |
$ | 168 | | |
$ | 18,273 | | |
$ | 18,878 | | |
$ | - | | |
$ | 241 | | |
$ | 19,119 | |
Revenue recognized at a point in time | |
| 2,638 | | |
| 17,237 | | |
| 815 | | |
| 20,690 | | |
| 1,831 | | |
| 17,265 | | |
| 1,144 | | |
| 20,240 | |
| |
$ | 20,743 | | |
$ | 17,237 | | |
$ | 983 | | |
$ | 38,963 | | |
$ | 20,709 | | |
$ | 17,265 | | |
$ | 1,385 | | |
$ | 39,359 | |
Transaction Price Allocated to Remaining Performance Obligations
As of June 30, 2024, the aggregate
amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts
approximates $96.9 million, of which we expect to recognize revenue as follows:
| |
(in thousands) | |
| |
Fiscal years of revenue recognition | |
| |
2024 | | |
2025 | | |
2026 | | |
Thereafter | |
Unfulfilled performance obligations | |
$ | 25,528 | | |
$ | 32,939 | | |
$ | 11,439 | | |
$ | 26,963 | |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Contract Balances
Contract
receivables include trade receivables, net and long-term receivables (recorded in Other assets in the condensed consolidated balance sheets).
Contract liabilities arise in our healthcare IT, VasoHealthcare, and VasoMedical businesses. In our healthcare IT 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 $182,000 and $419,000 at June 30, 2024 and December 31, 2023, 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
$31,696,000 and $32,194,000 at June 30, 2024 and December 31, 2023, 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 $1,278,000 and $971,000 at June 30, 2024 and December
31, 2023, 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
$4,000 and $6,000 at June 30, 2024 and December 31, 2023, respectively, and are classified in our condensed consolidated balance sheets
as either current or long-term deferred revenue.
During the three and six months
ended June 30, 2024, we recognized approximately $2.9 million and $5.2 million of revenues, respectively, that were included in our contract
liability balance at April 1, 2024 and January 1, 2024, respectively.
The following table summarizes
the Company’s contract receivable and contract liability balances:
| |
2024 | | |
2023 | |
Contract receivables - January 1 | |
| 13,398 | | |
| 15,306 | |
Contract receivables - June 30 | |
| 8,408 | | |
| 9,232 | |
Increase (decrease) | |
| (4,990 | ) | |
| (6,074 | ) |
| |
| | | |
| | |
Contract liabilities - January 1 | |
| 33,589 | | |
| 33,861 | |
Contract liabilities - June 30 | |
| 33,160 | | |
| 35,090 | |
Increase (decrease) | |
| (429 | ) | |
| 1,229 | |
The decrease in contract receivables in the first
halves of 2024 and 2023 was due primarily to collections exceeding billings.
Costs to Obtain or Fulfill a Contract
In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires that incremental costs of obtaining
a contract are recognized as an asset and amortized to expense in a pattern that matches the timing of the revenue recognition of the
related contract. We have determined the only significant incremental costs incurred to obtain contracts with customers within the
scope of Topic 606 are certain sales commissions paid to associates. In addition, the Company elected the practical expedient to
recognize the incremental costs of obtaining a contract when incurred for contracts where the amortization period for the asset the Company
would otherwise have recognized is one year or less.
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Under
Topic 606, sales commissions applicable to service contracts exceeding one year have been capitalized and amortized ratably over the term
of the contract. In our VHC IT business, commissions allocable to multi-year subscription contracts or multi-year post-contract
support performance obligations are amortized to expense ratably over the terms of the multi-year periods. VHC IT commissions allocable
to other elements are charged to expense at go-live or customer acceptance. In our professional sales services segment, commissions
paid to our sales force are deferred until the underlying equipment is accepted by the customer. We recognized approximately $724,000 and
$619,000 in the three months ended June 30, 2024 and 2023, respectively, and approximately $1,303,000 and $1,230,000 in the six months
ended June 30, 2024 and 2023, respectively, of amortization related to these sales commission assets in “Cost of professional sales
services”, and approximately $7,000 and $22,000 in the three months ended June 30, 2024 and 2023, respectively, and approximately
$28,000 and $48,000 in the six months ended June 30, 2024 and 2023, respectively, of amortization in “Selling, general
and administrative” expense, in our condensed consolidated statements of operations and comprehensive income (loss).
At
June 30, 2024 and December 31, 2023, our consolidated balance sheets include approximately $6,889,000 and $7,106,000, respectively,
in capitalized sales commissions - primarily in our professional sales services segment - to be expensed in future periods, of which $3,316,000 and
$3,285,000, respectively, is recorded in deferred commission expense and $3,573,000 and $3,821,000, respectively, representing the
long-term portion, is included in other assets.
Significant Judgments
when Applying Topic 606
Contract
transaction price is allocated to performance obligations using estimated stand-alone selling price. Judgment is required in estimating
stand-alone selling price for each distinct performance obligation. We determine stand-alone selling price maximizing observable inputs
such as stand-alone sales when they exist or substantive renewal price charged to clients. In instances where stand-alone selling price
is not observable, we utilize an estimate of stand-alone selling price based on historical pricing and industry practices.
Certain
revenue we record in our professional sales service segment contains an estimate for variable consideration. Due to the tiered structure
of our commission rate, which increases as annual targets are achieved, under Topic 606 we record revenue and deferred revenue at the
rate we expect to be achieved by year end. We base our estimate of variable consideration on historical results of previous years’
achievement under the GEHC agreement. Such estimate is reviewed each quarter and adjusted as necessary. In addition, the Company
records commissions for arranging financing at an estimated rate which is subject to later revision based on certain factors.
The Company
also records commission adjustments to contract liabilities in its professional sales service segment based on estimates of future order
cancellations.
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. |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
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) | |
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenues from external customers | |
| | |
| | |
| | |
| |
IT | |
$ | 10,591 | | |
$ | 10,435 | | |
$ | 20,743 | | |
$ | 20,709 | |
Professional sales service | |
| 9,110 | | |
| 9,140 | | |
| 17,237 | | |
| 17,265 | |
Equipment | |
| 525 | | |
| 748 | | |
| 983 | | |
| 1,385 | |
Total revenues | |
$ | 20,226 | | |
$ | 20,323 | | |
$ | 38,963 | | |
$ | 39,359 | |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| | | |
| | | |
| | | |
| | |
IT | |
$ | 4,582 | | |
$ | 4,742 | | |
$ | 8,775 | | |
$ | 9,182 | |
Professional sales service | |
| 7,173 | | |
| 7,397 | | |
| 13,552 | | |
| 14,040 | |
Equipment | |
| 396 | | |
| 557 | | |
| 741 | | |
| 1,036 | |
Total gross profit | |
$ | 12,151 | | |
$ | 12,696 | | |
$ | 23,068 | | |
$ | 24,258 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income (loss) | |
| | | |
| | | |
| | | |
| | |
IT | |
$ | (173 | ) | |
$ | 163 | | |
$ | (593 | ) | |
$ | 53 | |
Professional sales service | |
| 1,658 | | |
| 2,058 | | |
| 1,651 | | |
| 2,897 | |
Equipment | |
| (291 | ) | |
| (106 | ) | |
| (585 | ) | |
| (131 | ) |
Corporate | |
| (198 | ) | |
| (298 | ) | |
| (946 | ) | |
| (740 | ) |
Total operating income (loss) | |
$ | 996 | | |
$ | 1,817 | | |
$ | (473 | ) | |
$ | 2,079 | |
| |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| | | |
| | | |
| | | |
| | |
IT | |
$ | 167 | | |
$ | 236 | | |
$ | 322 | | |
$ | 482 | |
Professional sales service | |
| 25 | | |
| 21 | | |
| 47 | | |
| 41 | |
Equipment | |
| 34 | | |
| 7 | | |
| 42 | | |
| 14 | |
Corporate | |
| - | | |
| - | | |
| - | | |
| - | |
Total depreciation and amortization | |
$ | 226 | | |
$ | 264 | | |
$ | 411 | | |
$ | 537 | |
| |
| | | |
| | | |
| | | |
| | |
Capital expenditures | |
| | | |
| | | |
| | | |
| | |
IT | |
$ | 203 | | |
$ | 137 | | |
$ | 450 | | |
$ | 222 | |
Professional sales service | |
| 108 | | |
| 2 | | |
| 110 | | |
| 52 | |
Equipment | |
| 3 | | |
| 73 | | |
| 227 | | |
| 86 | |
Corporate | |
| - | | |
| - | | |
| - | | |
| - | |
Total cash capital expenditures | |
$ | 314 | | |
$ | 212 | | |
$ | 787 | | |
$ | 360 | |
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Identifiable Assets | |
| | |
| |
IT | |
$ | 22,902 | | |
$ | 22,425 | |
Professional sales service | |
| 13,127 | | |
| 18,955 | |
Equipment | |
| 6,767 | | |
| 7,114 | |
Corporate | |
| 29,267 | | |
| 27,263 | |
Total assets | |
$ | 72,063 | | |
$ | 75,757 | |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
GE Healthcare accounted for
45% of revenue for both of the three-month periods ended June 30, 2024 and 2023, and 44% of revenue for both of the six-month periods
ended June 30, 2024 and 2023. GE Healthcare also accounted for $3.6 million or 50%, and $9.3 million or 75%, of accounts and other receivables
at June 30, 2024 and December 31, 2023, respectively. No other customer accounted for 10% or more of revenue.
NOTE E
– NET INCOME PER COMMON SHARE
Basic earnings per common
share is based on the weighted average number of common shares outstanding, including vested restricted shares, without consideration
of potential common stock. Diluted earnings per common share is based on the weighted average number of common and potential dilutive
common shares outstanding.
Diluted earnings per share
were computed based on the weighted average number of shares outstanding plus all potentially dilutive common shares. A reconciliation
of basic to diluted shares used in the earnings per share calculation is as follows:
| |
(in thousands) | |
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Basic weighted average shares outstanding | |
| 175,365 | | |
| 174,159 | | |
| 175,242 | | |
| 173,895 | |
Dilutive effect of unvested restricted shares | |
| 619 | | |
| 961 | | |
| - | | |
| 1,267 | |
Diluted weighted average shares outstanding | |
| 175,984 | | |
| 175,120 | | |
| 175,242 | | |
| 175,162 | |
The following table represents
common stock equivalents that were excluded from the computation of diluted earnings per share for the three and six months ended June
30, 2024 and 2023, because the effect of their inclusion would be anti-dilutive.
| |
(in thousands) | |
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Restricted common stock grants | |
| - | | |
| - | | |
| 756 | | |
| - | |
NOTE F – SHORT-TERM INVESTMENTS
AND FINANCIAL INSTRUMENTS
The
Company’s short-term investments consist of bank deposits with yields based on underlying debt and equity securities and six-month US
Treasury bills. The bank deposits are carried at fair value of $0 and approximately $424,000 at June 30, 2024 and December
31, 2023, respectively, and are classified as available-for-sale. Realized gains or losses on the bank deposits are included in
net income. The US Treasury bills are classified as held-to-maturity and are carried at amortized cost of $0 and approximately
$13,555,000 at June 30, 2024 and December 31, 2023, respectively. Their fair value at June 30, 2024 and December 31, 2023 is
$0 and approximately $13,559,000, respectively, and the unrecognized holding (loss) gain is $0 for both the three and six months
ended June 30, 2024.
Cash
and cash equivalents represent cash and short-term, highly liquid investments either in certificates of deposit, treasury bills, money
market funds, or investment grade commercial paper issued by major corporations and financial institutions that generally have maturities
of three months or less from the date of acquisition.
The
Company complies with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). Under
ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants at the measurement date.
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
In determining fair value,
the Company uses various valuation approaches. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value
that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs
be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about
the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1
Level 1 applies to assets
or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets
or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices
for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets
or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
The carrying amount of assets
and liabilities including cash and cash equivalents, short-term investments, accounts receivable, prepaids, accounts payable, accrued
expenses and other current liabilities approximated their fair value as of June 30, 2024 and December 31, 2023, due to the relative short
maturity of these instruments. Property and equipment, intangible assets, capital lease obligations, and goodwill are not required to
be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such
evaluation indicates that impairment exists, the respective asset is written down to its fair value.
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents
information about the Company’s assets measured at fair value as of June 30, 2024 and December 31, 2023:
| |
(in thousands) | |
| |
Quoted Prices | | |
Significant | | |
| | |
| |
| |
in Active | | |
Other | | |
Significant | | |
Balance | |
| |
Markets for | | |
Observable | | |
Unobservable | | |
as of | |
| |
Identical Assets | | |
Inputs | | |
Inputs | | |
June 30, | |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
2024 | |
Assets | |
| | |
| | |
| | |
| |
Cash equivalents invested in money market funds and treasury bills | |
$ | 24,582 | | |
$ | - | | |
$ | - | | |
$ | 24,582 | |
| |
Quoted Prices | | |
Significant | | |
| | |
| |
| |
in Active | | |
Other | | |
Significant | | |
Balance | |
| |
Markets for | | |
Observable | | |
Unobservable | | |
as of | |
| |
Identical Assets | | |
Inputs | | |
Inputs | | |
December 31, | |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
2023 | |
Assets | |
| | |
| | |
| | |
| |
Cash equivalents invested in money market funds and treasury bills | |
$ | 10,522 | | |
$ | - | | |
$ | - | | |
$ | 10,522 | |
Bank deposits (included in short term investments) | |
| 424 | | |
| | | |
| | | |
| 424 | |
| |
$ | 10,946 | | |
$ | - | | |
$ | - | | |
$ | 10,946 | |
NOTE G – ACCOUNTS AND OTHER RECEIVABLES, NET
The following table presents information regarding
the Company’s accounts and other receivables as of June 30, 2024 and December 31, 2023:
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Trade receivables | |
$ | 15,025 | | |
$ | 22,085 | |
Unbilled receivables | |
| 1,803 | | |
| - | |
Allowance for credit losses and commission adjustments | |
| (9,615 | ) | |
| (9,708 | ) |
Accounts and other receivables, net | |
$ | 7,213 | | |
$ | 12,377 | |
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 credit
losses 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.
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE H – INVENTORIES, NET
Inventories, net of reserves,
consist of the following:
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Raw materials | |
$ | 695 | | |
$ | 832 | |
Work in process | |
| 100 | | |
| 11 | |
Finished goods | |
| 423 | | |
| 627 | |
| |
$ | 1,218 | | |
$ | 1,470 | |
The Company maintained reserves
for slow moving inventories of $170,000 and $163,000 at June 30, 2024 and December 31, 2023, respectively.
NOTE I – GOODWILL AND OTHER INTANGIBLES
Goodwill of $14,375,000 is
allocated to the IT segment. The remaining $1,181,000 of goodwill is attributable to the FGE reporting unit within the Equipment segment.
The components of the change in goodwill are as follows:
| |
(in thousands) | |
| |
Six months
ended | | |
Year ended | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Beginning of period | |
$ | 15,588 | | |
$ | 15,614 | |
Foreign currency translation adjustment | |
| (32 | ) | |
| (26 | ) |
End of period | |
$ | 15,556 | | |
$ | 15,588 | |
The Company’s other intangible assets consist
of capitalized customer-related intangibles, patent and technology costs, and software costs, as set forth in the following:
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Customer-related | |
| | |
| |
Costs | |
$ | 5,831 | | |
$ | 5,831 | |
Accumulated amortization | |
| (4,888 | ) | |
| (4,790 | ) |
| |
| 943 | | |
| 1,041 | |
| |
| | | |
| | |
Patents and Technology | |
| | | |
| | |
Costs | |
| 1,894 | | |
| 1,894 | |
Accumulated amortization | |
| (1,894 | ) | |
| (1,894 | ) |
| |
| - | | |
| - | |
| |
| | | |
| | |
Software | |
| | | |
| | |
Costs | |
| 2,875 | | |
| 2,618 | |
Accumulated amortization | |
| (2,329 | ) | |
| (2,253 | ) |
| |
| 546 | | |
| 365 | |
| |
| | | |
| | |
| |
$ | 1,489 | | |
$ | 1,406 | |
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 $101,000 and $90,000 for the three months ended June 30, 2024 and 2023, respectively, and $175,000 and $180,000 for the six months ended
June 30, 2024 and 2023, respectively.
Amortization of intangibles for the next five years is:
| |
(in thousands) | |
Years
ending December 31, | |
| |
Remainder of 2024 | |
| 191 | |
2025 | |
| 286 | |
2026 | |
| 250 | |
2027 | |
| 221 | |
2028 | |
| 199 | |
2029 | |
| 47 | |
| |
$ | 1,193 | |
NOTE J – OTHER ASSETS, NET
Other assets, net consist of the following at June
30, 2024 and December 31, 2023:
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Deferred commission expense - noncurrent | |
$ | 3,571 | | |
$ | 3,821 | |
Trade receivables - noncurrent | |
| 1,195 | | |
| 1,021 | |
Other, net of allowance for loss on loan receivable of $412 at June 30, 2024 and December 31, 2023 | |
| 60 | | |
| 60 | |
| |
$ | 4,826 | | |
$ | 4,902 | |
NOTE K – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist
of the following at June 30, 2024 and December 31, 2023:
| |
(in thousands) | |
| |
June 30,
2024 | | |
December 31,
2023 | |
Accrued compensation | |
$ | 977 | | |
$ | 2,482 | |
Accrued expenses - other | |
| 1,611 | | |
| 2,142 | |
Order reduction liability | |
| 1,278 | | |
| 971 | |
Other liabilities | |
| 1,214 | | |
| 1,740 | |
| |
$ | 5,080 | | |
$ | 7,335 | |
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE L – DEFERRED REVENUE
The changes in the Company’s deferred revenues
are as follows:
| |
(in thousands) | |
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Deferred revenue at beginning of period | |
$ | 31,429 | | |
$ | 31,553 | | |
$ | 32,200 | | |
$ | 30,803 | |
Net additions: | |
| | | |
| | | |
| | | |
| | |
Deferred extended service contracts | |
| - | | |
| - | | |
| - | | |
| 2 | |
Deferred commission revenues | |
| 3,664 | | |
| 5,467 | | |
| 5,614 | | |
| 9,482 | |
Recognized as revenue: | |
| | | |
| | | |
| | | |
| | |
Deferred extended service contracts | |
| (1 | ) | |
| (1 | ) | |
| (2 | ) | |
| (2 | ) |
Deferred commission revenues | |
| (3,393 | ) | |
| (3,433 | ) | |
| (6,112 | ) | |
| (6,699 | ) |
Deferred revenue at end of period | |
| 31,700 | | |
| 33,586 | | |
| 31,700 | | |
| 33,586 | |
Less: current portion | |
| 15,924 | | |
| 16,859 | | |
| 15,924 | | |
| 16,859 | |
Long-term deferred revenue at end of period | |
$ | 15,776 | | |
$ | 16,727 | | |
$ | 15,776 | | |
$ | 16,727 | |
NOTE M – RELATED-PARTY
TRANSACTIONS
The Company uses the equity
method to account for its interest in EECP Global as it has the ability to exercise significant influence over the entity and reports
its share of EECP Global operations in Other Income (Expense) on its condensed consolidated statements of operations. For the three months
ended June 30, 2024 and 2023, the Company’s share of EECP Global’s loss was approximately $56,000 and $47,000, respectively,
and for the six months ended June 30, 2024 and 2023, the Company’s share of EECP Global’s loss was approximately $87,000 and
$125,000, respectively, and included in Other (Expense) Income in its condensed consolidated statements of operations. At June 30, 2024
and December 31, 2023, the Company recorded a net receivable from related parties of approximately $1,072,000 and $901,000, respectively,
on its condensed consolidated balance sheet for amounts due from EECP Global for fees and cost reimbursements net of amounts due to EECP
Global for receivables collected on its behalf.
NOTE N – 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.
Vaso Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Sales Representation Agreement
In October 2021, the Company
concluded an amendment of the GEHC Agreement with GEHC, originally signed on May 19, 2010 and previously extended in 2012, 2015 and 2017.
The amendment extended the term of the original agreement, which began on July 1, 2010, through December 31, 2026, subject to early termination
by GEHC without cause with certain conditions. Under the agreement, VasoHealthcare is the exclusive representative for the sale
of select GEHC diagnostic imaging products to specific market 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.
On December 31, 2022, the
Company executed an Employment Agreement with the President of its VasoHealthcare subsidiary, Ms. Jane Moen, to provide for a twenty-seven
month initial term with extensions, unless earlier terminated by the Company, but in no event can it extend beyond December 31, 2026 or
the earlier termination of the GEHC Agreement. The Employment Agreement provides for annual base compensation of $350,000. Ms. Moen shall
be eligible to receive bonuses for each fiscal year during the employment term. The amount and the occasion for payment of such bonuses,
if any, shall be based on employment status as well as achieving certain operating targets. Ms. Moen 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.
Vaso Corporation and Subsidiaries
ITEM 2 - MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except
for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties.
When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”,
“expects”, “may”, “plans”, “potential” and “intends” and similar expressions,
as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management.
Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions,
including the current COVID-19 pandemic which has already adversely affected operating results; the effect of the dramatic changes taking
place in IT and healthcare; the impact of competitive procedures and products and their pricing; medical insurance reimbursement policies;
unexpected manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory
authorities and third-party payers in the United States and overseas; continuation of the GEHC agreement 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 a significant impact on economies of the United States and the world, and it is possible that some negative
impact to the Company’s financial condition and results of operations may continue. The pandemic caused workforce and travel
restrictions and created business disruptions in supply chain, production and demand across many business sectors, and we have experienced
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. In addition, revenues in our China operations were adversely
affected by its government’s lockdown policies, which have only recently been reversed.
Our Business Segments
Vaso Corporation (“Vaso”)
was incorporated in Delaware in July 1987. We principally operate in three distinct business segments in the healthcare and information
technology industries. We manage and evaluate our operations, and report our financial results, through these three business segments.
| ● | IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare
IT and managed network technology services; |
| ● | Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc.
d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for GEHC into the healthcare provider middle market;
and |
| ● | Equipment segment, primarily focuses on the design, manufacture,
sale and service of proprietary medical devices and software, operating through a wholly-owned subsidiary VasoMedical, Inc., which in
turn operates through Vasomedical Solutions, Inc. for domestic business and Vasomedical Global Corp. for international business, respectively. |
Vaso Corporation and Subsidiaries
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, 2023 as filed with the SEC on April 1, 2024.
Results of Operations – For the Three Months Ended June 30,
2024 and 2023
Revenues
Total revenue for the three
months ended June 30, 2024 and 2023 was $20,226,000 and $20,323,000, respectively, representing a
decrease of $97,000, or less than 1% year-over-year. On a segment basis, revenue in the IT, professional sales services, and equipment
segments increased/(decreased) $156,000, ($30,000), and ($223,000), respectively.
Revenue in the IT segment
for the three months ended June 30, 2024 was $10,591,000 compared to $10,435,000 for the three months
ended June 30, 2023, an increase of $156,000, or 1%, of which $523,000 resulted from higher network service revenues, offset by $367,000
lower revenues in the healthcare IT business. Our monthly recurring revenue in the IT segment accounted for $8,804,000 or 83% of the segment
revenue in the second quarter of 2024, and $9,357,000 or 90% of the segment revenue for the same quarter last year (see Note C to condensed
consolidated financial statements).
Commission revenues in the
professional sales service segment were $9,110,000 in the second quarter of 2024, a decrease of $30,000, or less than 1%, as compared
to $9,140,000 in the same quarter of 2023. The decrease in commission revenues was due primarily
to lower deliveries of diagnostic imaging equipment, largely offset by increased deliveries of ultrasound products, by GEHC in the second
quarter of 2024, as compared to the second quarter of 2023, and by slightly higher blended commission rates. 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 sheets. As of June 30, 2024, $31,696,000 in deferred
commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which $15,774,000 was long-term. As
of June 30, 2023, $33,578,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet,
of which $16,722,000 was long-term. The decrease in deferred revenue is principally due to a decrease in new orders booked.
Revenue in the equipment segment
decreased by $223,000, or 30%, to $525,000 for the three-month period ended June 30, 2024 from $748,000
for the same period of the prior year, due to lower sales of ARCS® cloud software as a service (SaaS) in the US,
mainly due to the loss of a large customer for its inability to pay, and lower equipment deliveries in our China operations.
Gross Profit
Gross profit for the three
months ended June 30, 2024 and 2023 was $12,151,000, or 60% of revenue, and $12,696,000, or 62% of
revenue, respectively, representing a decrease of $545,000, or 4% year-over-year. On a segment basis, gross profit in the IT, professional
sales service, and equipment segments decreased $160,000, or 3%; $224,000, or 3%; and $161,000, or 29%, respectively.
Vaso Corporation and Subsidiaries
IT segment gross profit for
the three months ended June 30, 2024 was $4,582,000, or 43% of the segment revenue, compared to $4,742,000, or 45%
of the segment revenue for the three months ended June 30, 2023. The year-over-year decrease of $160,000, or 3%, was primarily
a result of product mix change reflecting higher network service revenues and lower healthcare IT revenues, and by higher costs in both
businesses.
Professional sales service
segment gross profit was $7,173,000, or 79% of segment revenue, for the three months ended June 30, 2024 as compared to $7,397,000, or
81% of the segment revenue, for the three months ended June 30, 2023, reflecting a decrease of $224,000,
or 3%. The decrease in absolute dollars was primarily due to higher cost of commissions associated with increased ultrasound deliveries
and by slightly lower commission revenue. Cost of commissions in the professional sales service segment of $1,937,000 and $1,743,000,
for the three months ended June 30, 2024 and 2023, 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 condensed consolidated balance sheets until the related commission revenue is recognized.
Equipment segment gross profit
decreased to $396,000, or 75% of segment revenues, for the second quarter of 2024 compared to $557,000, or 74% of segment revenues, for
the same quarter of 2023. The $161,000, or 29%, decrease in gross profit was the result of lower equipment revenue during the quarter
partially offset by lower ARCS® software costs.
Operating Income
Operating income for the
three months ended June 30, 2024 and 2023 was $996,000 and $1,817,000, respectively, representing a decrease of $821,000, or 45%,
due primarily to the decrease in gross profit, higher selling, general, and administrative (“SG&A”) costs and
transaction costs associated with the Achari Business Combination. On a segment basis, the IT segment recorded an operating loss of
$173,000 in the second quarter of 2024 as compared to operating income of $163,000 in the same period of 2023; the professional
sales service segment recorded operating income of $1,658,000 in the second quarter of 2024 as opposed to operating income of
$2,058,000 in the same period of 2023; and the equipment segment recorded an operating loss of $291,000 in the second quarter of
2024 as compared to an operating loss of $106,000 in the same period of 2023.
Operating loss in the IT segment
was $173,000 for the three-month period ended June 30, 2024 as compared to operating income of $163,000 in the same period of 2023, due
mainly to higher SG&A costs and lower gross profit. Operating income in the professional sales service segment decreased by $400,000
to $1,658,000 in the three-month period ended June 30, 2024 as compared to operating income of $2,058,000 in the same period of 2023,
due primarily to lower gross profit and higher SG&A costs. The equipment segment reported an operating loss of $291,000 in the second
quarter of 2024, compared to an operating loss of $106,000 in the second quarter 2023, an increase in operating loss of $185,000, due
mainly to lower gross profit.
SG&A costs for the three
months ended June 30, 2024 and 2023 were $10,841,000 and $10,662,000, respectively, representing
an increase of $179,000, or 2% year-over-year. On a segment basis, SG&A costs in the IT segment increased by $184,000 in the second
quarter of 2024 from the same quarter of the prior year due mainly to higher personnel costs; SG&A costs in the professional sales
service segment increased $175,000 due mainly to additional sales headcount associated with the ultrasound program; and SG&A costs
in the equipment segment increased $28,000 due mainly to higher personnel costs in China. Corporate costs not allocated to segments decreased
$100,000 due mainly to lower director fees.
Research and development (“R&D”)
expenses decreased by $12,000, or 6%, to $205,000 in the second quarter of 2024 from $217,000 for the second quarter of 2023, primarily
due to lower software development costs in our China operations.
Vaso Corporation and Subsidiaries
Business combination transaction
costs reflect accounting, advisory, and other fees associated with the Achari Business Combination.
Adjusted EBITDA
We define Adjusted EBITDA
(earnings (loss) before interest, taxes, depreciation and amortization), which is a non-GAAP financial measure, as net income (loss),
plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash expenses for share-based compensation.
Adjusted EBITDA is a metric that is used by the investment community for comparative and valuation purposes. We disclose this metric in
order to support and facilitate the dialogue with research analysts and investors.
Adjusted EBITDA is not a measure
of financial performance under U.S. GAAP and should not be considered a substitute for operating income, which we consider to be the most
directly comparable U.S. GAAP measure. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance,
you should not consider Adjusted EBITDA in isolation, or as a substitute for net income or other consolidated income statement data prepared
in accordance with U.S. GAAP. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative
measure.
A reconciliation of net income
to Adjusted EBITDA is set forth below:
| |
(in thousands) | |
| |
Three months ended June 30, | |
| |
2024 | | |
2023 | |
| |
(unaudited) | | |
(unaudited) | |
Net income | |
$ | 1,155 | | |
$ | 1,981 | |
Interest expense (income), net | |
| (301 | ) | |
| (181 | ) |
Income tax expense | |
| 112 | | |
| 9 | |
Depreciation and amortization | |
| 226 | | |
| 264 | |
Share-based compensation | |
| 9 | | |
| 15 | |
Adjusted EBITDA | |
$ | 1,201 | | |
$ | 2,088 | |
Adjusted EBITDA decreased by $887,000, to $1,201,000 in the quarter
ended June 30, 2024 from $2,088,000 in the quarter ended June 30, 2023. The decrease was attributable mainly to the decrease in net income,
partially offset by the increase in income tax expense in the second quarter of 2024.
Interest and Other Income (Expense)
Interest and other income
(expense) for the three months ended June 30, 2024 was $271,000 as compared to $173,000 for the corresponding period of 2023. The increase
in interest and other income (expense) was due primarily to interest income earned on higher money market and short-term investment balances
in the second quarter of 2024.
Income Tax Expense
For the three months ended
June 30, 2024, we recorded income tax expense of $112,000 as compared to $9,000 for the corresponding
period of 2023. The $103,000 increase arose mainly from higher state tax expense.
Net Income
Net income for the three months ended June 30, 2024 was $1,115,000
as compared to net income of $1,981,000 for the three months ended June 30, 2023, representing a decrease of $826,000. Income per share
of $0.01 was recorded in both the three-month periods ended June 30, 2024 and 2023. The principal cause of the decrease in net income
is lower operating income, partially offset by higher interest income.
Vaso Corporation and Subsidiaries
Results of Operations – For the Six Months Ended June 30,
2024 and 2023
Revenues
Total revenue for the six
months ended June 30, 2024 and 2023 was $38,963,000 and $39,359,000, respectively, representing a
decrease of $396,000, or 1% year-over-year. On a segment basis, revenue in the IT, professional sales service, and equipment segments
increased/(decreased) $34,000, ($28,000), and ($402,000), respectively.
Revenue in the IT segment
for the six months ended June 30, 2024 was $20,743,000 compared to $20,709,000 for the six months
ended June 30, 2023, an increase of $34,000, or less than 1%, resulting from $429,000 higher network service revenue and $395,000 lower
healthcare IT revenue. Our monthly recurring revenue in the IT segment accounted for $18,105,000 or 87% of the segment revenue in the
first half of 2024, and $18,878,000 or 91% of the segment revenue for the same period last year (see Note C to condensed consolidated
financial statements).
Commission revenues in the professional sales service segment were
$17,237,000 in the first half of 2024, a decrease of $28,000, or less than 1%, as compared to $17,265,000 in the first half of 2023. The
decrease in commission revenues was due primarily to lower deliveries of diagnostic imaging equipment, largely offset by increased deliveries
of ultrasound products, by GEHC in the second half of 2024, as compared to the second half of 2023, and by slightly higher blended commission
rates. 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, 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 sheets. As of June
30, 2024, $31,696,000 in deferred commission revenue was recorded in the Company’s condensed consolidated balance sheet, of which
$15,774,000 was long-term. As of June 30, 2023, $33,578,000 in deferred commission revenue was recorded in the Company’s condensed
consolidated balance sheet, of which $16,722,000 was long-term. The decrease in deferred revenue is principally due to a decrease in new
orders booked.
Revenue in the equipment segment
decreased by $402,000, or 29%, to $983,000 for the six-month period ended June 30, 2024 from $1,385,000
for the same period of the prior year, principally due to lower equipment deliveries in our China operations and lower ARCS®
cloud SaaS revenues due to the loss of a large customer for its inability to pay in our US business.
Gross Profit
Gross profit for the six months
ended June 30, 2024 and 2023 was $23,068,000, or 59% of revenue, and $24,258,000, or 62% of revenue, respectively, representing a decrease
of $1,190,000, or 5% year-over-year. On a segment basis, gross profit in the IT, professional sales service, and equipment segments decreased
$407,000, or 4%; $488,000, or 3%; and $295,000 or 28%, respectively.
IT segment gross profit for
the six months ended June 30, 2024 was $8,775,000, or 42% of the segment revenue, compared to $9,182,000, or 44% of the segment revenue
for the six months ended June 30, 2023. The year-over-year decrease of $407,000, or 4%, was primarily a result of product mix change reflecting
higher network service revenues and lower healthcare IT revenues, and by higher costs in both businesses.
Professional sales service
segment gross profit was $13,552,000, or 79% of segment revenue, for the six months ended June 30, 2024 as compared to $14,040,000, or
81% of the segment revenue, for the six months ended June 30, 2023, reflecting a decrease of $488,000, or 3%. The decrease in absolute
dollars was primarily due to higher cost of commissions associated with increased ultrasound deliveries and by slightly lower commission
revenue. Cost of commissions in the professional sales service segment of $3,685,000 and $3,225,000,
for the six months ended June 30, 2024 and 2023, 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 condensed consolidated balance sheets until the related commission revenue is recognized.
Equipment segment gross profit
increased to $741,000, or 75% of segment revenues, for the first half of 2024 compared to $1,036,000, or 75% of segment revenues, for
the same half of 2023. The $295,000, or 28%, decrease in gross profit was primarily the result of lower equipment deliveries in our China
operations and lower ARCS® cloud revenues in our US operations.
Vaso Corporation and Subsidiaries
Operating (Loss) Income
Operating (loss) income for the six months ended June 30, 2024 and
2023 was ($473,000) and $2,079,000, respectively, representing a decrease of $2,552,000, or 123%, due primarily to the decrease in gross
profit, higher SG&A costs and transaction costs associated with the Achari Business Combination. On a segment basis, the IT segment
recorded operating loss of $593,000 in the first half of 2024 as compared to operating income of $53,000 in the same period of 2023; the
professional sales service segment recorded operating income of $1,651,000 in the first half of 2024 as compared to operating income of
$2,897,000 in the same period of 2023; and the equipment segment recorded an operating loss of $585,000 in the first half of 2024 as compared
to an operating loss of $131,000 in the same period of 2023.
Operating loss in the IT segment
was $593,000 for the six-month period ended June 30, 2024 as compared to operating income of $53,000 in the same period of 2023, due primarily
to lower gross profit and higher SG&A costs. The professional sales service segment reported operating income of $1,651,000 in the
first half of 2024, a decrease of $1,246,000 from operating income of $2,897,000 in the six-month period ended June 30, 2023, due to higher
SG&A costs and lower gross profit. The equipment segment reported an operating loss of $585,000 in the first half of 2024, compared
to an operating loss of $131,000 in the first half 2023, an increase in loss of $454,000 due mainly to lower gross profit and higher SG&A
and R&D costs.
SG&A costs for the six months ended June 30, 2024 and 2023 were
$22,907,000 and $21,804,000, respectively, representing an increase of $1,103,000, or 5% year-over-year. On a segment basis, SG&A
costs in the IT segment increased by $259,000 in the first half of 2024 from the same half of the prior year due to higher personnel costs
partially offset by lower third-party commission costs; SG&A costs in the professional sales service segment increased by $758,000
due mainly to additional sales headcount associated with the ultrasound program; and SG&A costs in the equipment segment increased
by $120,000 due mainly to higher personnel costs. Corporate costs not allocated to segments increased $206,000 due mainly to business
combination transaction costs, partially offset by lower director fees.
Research and development (“R&D”)
expenses were $396,000, or 1% of revenues, for the first half of 2024, an increase of $21,000, or 6%, from $375,000,
or 1% of revenues, for the first half of 2023. The increase is primarily attributable to higher software development expenses in
the equipment segment.
Business combination transaction
costs reflect accounting, advisory, and other fees associated with the Achari Business Combination.
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.
Vaso Corporation and Subsidiaries
A reconciliation of net
(loss) income to Adjusted EBITDA is set forth below:
| |
(in thousands) | |
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
| |
(unaudited) | | |
(unaudited) | |
Net (loss) income | |
$ | (18 | ) | |
$ | 2,287 | |
Interest expense (income), net | |
| (600 | ) | |
| (292 | ) |
Income tax expense | |
| 124 | | |
| 19 | |
Depreciation and amortization | |
| 411 | | |
| 537 | |
Share-based compensation | |
| 18 | | |
| 28 | |
Adjusted EBITDA | |
$ | (65 | ) | |
$ | 2,579 | |
Adjusted EBITDA decreased by $2,644,000 to ($65,000) in the six-month
period ended June 30, 2024 from $2,579,000 in the same period ended June 30, 2023. The decrease was primarily attributable to lower net
income and higher interest income, partially offset by higher income tax expense in the six months ended June 30, 2024.
Interest and Other Income (Expense)
Interest and other income
(expense) for the six months ended June 30, 2024 was $579,000 as compared to $227,000 for the corresponding period of 2023. The increase
in interest and other income was due primarily to higher interest income on higher money market and short-term investment balances.
Income Tax Expense
We recorded income tax
expense of $124,000 and $19,000 for the six-month periods ended June 30, 2024 and 2023, respectively. The increase arose mainly from higher
state tax expense.
Net (Loss) Income
Net loss for the six months ended June 30, 2024 was $18,000 as compared
to net income of $2,287,000 for the six months ended June 30, 2023, representing a decrease of $2,305,000, or 101%. Income/(loss) per
share of ($0.00) and $0.01 was recorded in the six-month periods ended June 30, 2024 and 2023, respectively. The principal cause of the
decrease in net income is lower operating income, partially offset by higher interest income in the six months ended June 30, 2024.
Vaso Corporation and Subsidiaries
Liquidity and Capital Resources
Cash and Cash Flow
We have financed our operations
from working capital. At June 30, 2024, we had cash and cash equivalents of $25,652,000 and working capital of $14,053,000, compared to
cash and cash equivalents of $11,342,000 and working capital of $15,059,000 at December 31, 2023.
Cash provided by operating
activities was $1,718,000, which consisted of net loss after adjustments to reconcile net loss to net cash of $562,000 and cash provided
by operating assets and liabilities of $1,156,000, during the six months ended June 30, 2024, compared to cash provided by operating activities
of $6,019,000 for the same period in 2023. The changes in the account balances primarily reflect
a decrease in accounts and other receivables of $5,086,000, partially offset by decreases in accrued commissions of $1,379,000 and accrued
expenses of $2,358,000.
Cash provided by investing activities during the six-month period ended
June 30, 2024 was $12,626,000 attributed to $13,756,000 in redemptions of short-term investments, offset by $787,000 used for the purchase
of equipment and software and $343,000 loaned to Achari in connection with the business combination.
Cash used in financing activities
during the six-month period ended June 30, 2024 was $39,000 primarily for the repayment of notes payable and finance lease obligations.
Liquidity
The Company expects to generate
sufficient cash flow from operations to satisfy its obligations for at least the next twelve months.
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 June 30,
2024 and have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024.
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 June 30, 2024 that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Vaso Corporation and Subsidiaries
PART II - OTHER INFORMATION
ITEM 6 – EXHIBITS
Exhibits
Vaso Corporation and Subsidiaries
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.
|
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: August 14, 2024
Page 30
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I, Michael J. Beecher, certify that:
In connection with the quarterly report of Vaso
Corporation and subsidiaries (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Jun Ma, as President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
In connection with the quarterly report of Vaso
Corporation and subsidiaries (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Michael J. Beecher, as Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.