Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies, by Policy (Policies) [Line Items] | | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -K -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | Basis of Presentation The accompanying 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 rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Basis of Presentation and Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in the Trust Account | Investments Held in the Trust Account At September 30, 2023, substantially all of the assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in the Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentrations of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the nine months ended September 30, 2023 and year ended December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate expense (benefit) was (1.38)% and (1.85)% for the three and nine months ended September 30, 2023. The tax rate differs from the statutory rate of 21% for the three and nine months ended September 30, 2023 due to change in valuation allowance on deferred tax assets and change in fair value of warrant liability. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 or the period ended December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. (See Note 10) |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, 638,321 and 1,019,465 shares of Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 $ 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value 998,892 Common Stock subject to possible redemption as of December 31, 2022 $ 10,489,562 Redemption of Common Stock (4,002,723 ) Plus: Remeasurement of carrying value to redemption value 373,770 Common Stock subject to possible redemption as of September 30, 2023 $ 6,860,609 | Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on December 31, 2022, 1,019,465 shares of Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. On December 31, 2022, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 $ 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 $ 10,489,562 |
Net Income Per Common Share | Net income (loss) per Common Stock The Company has one class of shares. Public Warrants (as defined below) (see Note 7) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. At September 30, 2023, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the periods ended September 30, 2023 and December 31, 2022, because they are contingently exercisable and the contingencies have not yet been met. As a result, diluted net income (loss) per share of Common Stock is the same as basic net income per shares of Common Stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock. For the three months ended September 30 2023 2022 Common Stock Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss), including remeasurement of temporary equity $ (688,427 ) $ 736,637 Denominator: Weighted average shares outstanding (as restated) 3,188,035 12,500,000 Basic and dilution net income (loss) per share (as restated) $ (0.22 ) $ 0.06 For the nine months ended September 30, 2023 2022 Common Stock Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss), including remeasurement of temporary equity $ (2,179,935 ) $ 1,690,424 Denominator: Weighted average shares outstanding 3,407,774 12,500,000 Basic and dilution net income (loss) per share $ (0.64 ) $ 0.14 | Net Income per Common Stock The Company has one class of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. On December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the year ending December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of Common Stock is the same as basic net income per shares of Common Stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the year ending December 31, 2022 For the period January 25, 2021 (inception) through December 31, 2021 Basic and diluted net income per share: Numerator: Allocation of net income $ 1,623,367 $ 2,738,756 Denominator: Weighted average shares outstanding 12,278,562 4,955,882 Basic and dilution net income per share $ 0.13 $ 0.55 |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity -classified -classified -standing | Accounting for Warrants The Company accounts for warrants as either equity -classified -classified |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statement as a result of future adoption. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked -06 The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statement as a result of future adoption. |
VASO CORPORATION [Member] | | |
Accounting Policies, by Policy (Policies) [Line Items] | | |
Basis of Presentation and Use of Estimates | 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 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. | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions relate to estimates of commission adjustments due to order cancellations, collectability of accounts receivable, the realizability of deferred tax assets, stock -based |
Concentrations of Credit Risk | | Concentrations of Credit Risk We market our equipment and IT software solutions principally to hospitals, diagnostic imaging centers and physician private practices. We perform credit evaluations of our customers’ financial condition and, as a result, believe that our receivable credit risk exposure is limited. For the years ended December 31, 2022 and 2021, no customer in our equipment or IT segment accounted for 10% or more of revenues or accounts receivable. In our professional sales service segment, 100% of our revenues and accounts receivable are with GEHC; however, we believe this risk is acceptable based on GEHC’s financial position and our long history of doing business with GEHC. The Company maintains cash balances in certain U.S. financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation (“FDIC”) coverage of $250,000. The Company has not experienced any losses on these accounts and believes it is not subject to any significant credit risk on these accounts. In addition, the FDIC does not insure the Company’s foreign bank balances, which aggregated approximately $1,234,000 and $903,000 at December 31, 2022 and 2021, respectively. |
Financial Instruments | | Financial Instruments 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. 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 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 -measured The following table presents information about the Company’s assets measured at fair value as of December 31, 2022 and 2021: Quoted Prices Significant Significant Balance Assets Cash equivalents invested in money $ 7,934 $ — $ — $ 7,934 Bank deposits (included in short term investments) 433 433 $ 8,367 $ — $ — $ 8,367 Quoted Prices Significant Significant Balance Assets Cash equivalents invested in money $ 802 $ — $ — $ 802 Bank deposits (included in short term investments) 629 629 $ 1,431 $ — $ — $ 1,431 |
Income Taxes | | Income Taxes Deferred income taxes are recognized for temporary differences between financial statement and income tax bases of assets and liabilities and loss carry -forwards The Company also complies with the provisions of ASC Topic 740, “Income Taxes”, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not |
Net Income Per Common Share | | Net Income Per Common Share Basic income 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) Year ended December 31, 2022 2021 Basic weighted average shares outstanding 173,065 171,688 Dilutive effect of unvested restricted shares 1,591 2,083 Diluted weighted average shares outstanding 174,656 173,771 No common stock equivalents were excluded from the computation of diluted earnings per share for the years ended December 31, 2022 and 2021. |
Recently Adopted Accounting Pronouncements | | Recently Adopted Accounting Pronouncements New pronouncements adopted by the Company recently are discussed below: |
Principles of Consolidation | | Principles of Consolidation The consolidated financial statements include the accounts of Vaso Corporation, its wholly -owned |
Revenue Recognition | | Revenue Recognition In May 2014, the FASB issued ASU 2014 -09 -09 -step • Revenue relating to recurring managed network and voice services provided by NetWolves are recognized as provided on a monthly basis (“over time”). Non -recurring -implementation • Commission revenue is recognized when the underlying equipment has been delivered by GEHC and accepted at the customer site in accordance with the terms of the specific sales agreement (“point in time”). • In the United States, we recognized revenue from the sale of our medical equipment in the period in which we deliver the product to the customer (“point in time”). Revenue from the sale of our medical equipment to international markets is recognized upon shipment of the product to a common carrier, as are supplies, accessories and spare parts delivered in both domestic and international markets (“point in time”). The Company also recognizes revenue from the maintenance of its medical products either on a time and material as -billed |
Disaggregation of Revenue | | Disaggregation of Revenue The following tables present revenues disaggregated by our business operations and timing of revenue recognition: Year Ended December 31, 2022 Year Ended December 31, 2021 IT segment Professional Equipment Total IT Professional Equipment Total Network services $ 35,833 $ — $ — $ 35,833 $ 37,861 $ — $ — $ 37,861 Software sales and support 4,267 — — 4,267 5,055 — — 5,055 Commissions — 37,344 — 37,344 — 29,441 — 29,441 Medical equipment sales — — 2,450 2,450 — — 3,093 3,093 Medical equipment service — — 123 123 — — 129 129 $ 40,100 $ 37,344 $ 2,573 $ 80,017 $ 42,916 $ 29,441 $ 3,222 $ 75,579 Year Ended December 31, 2022 Year Ended December 31, 2021 IT Professional Equipment Total IT Professional Equipment Total Revenue recognized over $ 37,089 $ — $ 325 $ 37,414 $ 38,172 $ — $ 199 $ 38,371 Revenue recognized at a point in time 3,011 37,344 2,248 42,603 4,744 29,441 3,023 37,208 $ 40,100 $ 37,344 $ 2,573 $ 80,017 $ 42,916 $ 29,441 $ 3,222 $ 75,579 |
Transaction Price Allocated to Remaining Performance Obligations | | Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2022, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts approximates $91 million, of which we expect to recognize revenue as follows: Fiscal years of revenue recognition 2023 2024 2025 Thereafter Unfulfilled performance obligations $ 41,882 $ 14,496 $ 4,464 $ 29,697 As of December 31, 2021, the aggregate amount of transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) for executed contracts approximated $86 million. |
Contract Balances | | Contract Balances Contract receivables include trade receivables, net and long -term -based -live -live -live In our VasoHealthcare business, we bill a portion of commissions on the orders we booked in advance of delivery of the underlying equipment. Such amounts aggregated approximately $30,794,000 and $24,955,000 at December 31, 2022 and 2021, respectively, and are classified in our consolidated balance sheets into current or long -term for amounts expected to be credited back to GEHC due to customer order reductions. Such amounts aggregated approximately $2,577,000 and $1,518,000 at December 31, 2022 and 2021, respectively, and are included in accrued expenses and other liabilities in our consolidated balance sheets. In our VasoMedical business, we bill amounts for post -delivery -term The following table summarizes the Company’s contract receivable and contract liability balances: 2022 2021 Contract receivables – January 1 15,761 10,200 Contract receivables – December 31 16,316 15,761 Increase (decrease) 555 5,561 Contract liabilities – January 1 26,890 19,375 Contract liabilities – December 31 33,861 26,890 Increase (decrease) 6,971 7,515 The increase in contract liabilities is due primarily to order bookings exceeding deliveries in our VasoHealthcare business. During the years ended December 31, 2022 and 2021, we recognized approximately $9.1 million and $5.8 million, respectively, of revenues that were included in our contract liability balance at the beginning of such periods. |
Costs to Obtain or Fulfill a Contract | | Costs to Obtain or Fulfill a Contract Topic 606 requires that incremental costs of obtaining a contract are recognized as an asset and amortized to expense in a pattern that matches the timing of the revenue recognition of the related contract. We have determined the only significant incremental costs incurred to obtain contracts with customers within the scope of Topic 606 are certain sales commissions paid to associates. In addition, the Company elected the practical expedient to recognize the incremental costs of obtaining a contract when incurred for contracts where the amortization period for the asset the Company would otherwise have recognized is one year or less. 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 -year -contract -year -live At December 31, 2022 and 2021, our consolidated balance sheets include approximately $7,113,000 and $5,567,000, respectively, in capitalized sales commissions — primarily in our professional sales services segment — to be expensed in future periods, of which $3,249,000 and $3,549,000, respectively, is recorded in deferred commission expense and $3,864,000 and $2,018,000, respectively, representing the long -term |
Significant Judgments when Applying Topic 606 | | Significant Judgments when Applying Topic 606 Contract transaction price is allocated to performance obligations using estimated stand -alone -alone -alone -alone -alone -alone 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 recognized (decreases) increases in revenue associated with revisions to variable consideration for previously completed performance obligations of $(5,000) and $40,000 for the years ended December 31, 2022 and 2021 respectively. The Company also records commission adjustments to contract liabilities in its professional sales service segment based on estimates of future order cancellations. Such cancellations also result in adjustments to the related capitalized cost to obtain or fulfill a contract. |
Shipping and Handling Costs | | Shipping and Handling Costs All shipping and handling expenses are charged to cost of sales. Amounts billed to customers related to shipping and handling costs are included as a component of sales. |
Research and Development | | Research and Development Research and development costs attributable to development are expensed as incurred. |
Share-Based Compensation | | Share-Based Compensation The Company complies with ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires all companies to recognize the cost of services received in exchange for equity instruments to be recognized in the financial statements based on their grant date fair values. The Company applies an estimated forfeiture rate to the grant date fair value to determine the annual compensation cost of share -based -employees During the year ended December 31, 2022, the Company granted 1,050,000 restricted shares of common stock valued at $115,000 to employees. The shares vest over three and five years from the grant date. The total fair value of shares vested during the year ended December 31, 2022 was $23,000 for officers and $4,000 for employees. The weighted average grant date fair value of shares granted during the year ended December 31, 2022 was $0.11 per share, based on the closing price as of the grant date. During the year ended December 31, 2021, the Company granted 90,000 restricted shares of common stock valued at $4,500 to an employee. The shares vest over three years from the grant date. The total fair value of shares vested during the year ended December 31, 2021 was $23,000 for officers and $14,000 for employees. The weighted average grant date fair value of shares granted during the year ended December 31, 2021 was $0.05 per share. The Company did not grant any stock options during the years ended December 31, 2022 or 2021, nor were any options exercised during such periods. No options were outstanding at December 31, 2022 or 2021. Share -based -based -average |
Cash and Cash Equivalents | | Cash and Cash Equivalents Cash and cash equivalents represent cash and short -term |
Short term investments | | Short term investments The Company’s short -term -month -to-maturity -for-sale -term |
Accounts Receivable, net | | Accounts Receivable, net The Company’s accounts receivable are due from customers to whom we sell our products and services, distributors engaged in the distribution of our products and from GEHC. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are generally due 30 to 90 days from shipment and services provided and are stated at amounts due from customers net of allowances for doubtful accounts, returns, term discounts and other allowances. Accounts that are outstanding longer than the contractual payment terms are considered past due. Estimates are used in determining the allowance for doubtful accounts based on the Company’s historical collections experience, current trends, credit policy and a percentage of its accounts receivable by aging category. In determining these percentages, the Company reviews historical write -offs and writes off receivables when all efforts at collection have been exhausted. While credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that they have in the past. The changes in the Company’s allowance for doubtful accounts and commission adjustments are as follows: (in thousands) Year ended December 31, 2022 2021 Beginning Balance $ 5,804 $ 4,208 Provision for losses on accounts receivable 63 132 Direct write-offs, net of recoveries (159 ) (77 ) Commission adjustments 1,239 1,541 Ending Balance $ 6,947 $ 5,804 |
Inventories | | Inventories The Company values inventories in the equipment segment at the lower of cost or net realizable value, with cost being determined on a first -in -out In our IT Segment, we purchase computer hardware and software for specific customer requirements and value such inventories using the specific identification method. |
Property and Equipment | | Property and Equipment Property and equipment, including assets under finance leases, are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets. Depreciation is expensed over the estimated useful lives of the assets, which range from two eight -line |
Impairment of Long-lived Assets | | Impairment of Long-lived Assets The Company reviews the recoverability of all long -lived -lived -lived |
Goodwill and Intangible Assets | | Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. The Company accounts for goodwill under the guidance of the ASC Topic 350, “Intangibles: Goodwill and Other”. Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment, at least annually, in accordance with this guidance. The recoverability of goodwill is subject to an annual impairment test or whenever an event occurs or circumstances change that would more likely than not result in an impairment. The Company tests goodwill for impairment at the reporting unit level on an annual basis as of December 31 and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In any year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If the Company cannot determine qualitatively that the fair value is in excess of the carrying value, or the Company decides to bypass the qualitative assessment, the Company proceeds to the quantitative goodwill impairment test, which compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. No goodwill was determined to be impaired as of December 31, 2022 and 2021. Intangible assets consist of the value of customer contracts and relationships, patent and technology costs, and software. The cost of significant customer -related -line five ten |
Deferred Revenue | | Deferred Revenue Amounts billable under the agreement with GEHC in advance of delivery of the underlying equipment are recorded initially as deferred revenue, and commission revenue is subsequently recognized as customer acceptance of such equipment is reported to us by GEHC. Similarly, commissions payable to our sales force related to such billings are recorded as deferred commission expense when the associated deferred revenue is recorded. Commission expense is recognized when the corresponding commission revenue is recognized. In our equipment segment, we record revenue on extended service contracts ratably over the term of the related service contracts. |
Foreign Currency Translation Gain (Loss) and Comprehensive Income | | Foreign Currency Translation Gain (Loss) and Comprehensive Income In the country in which the Company operates, and the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Equity accounts are translated at historical rates except for the changes in accumulated deficit during the year as the result of the income statement translation process. Revenues and expenses and cash flows are translated using a weighted average exchange rate for the period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) on the accompanying consolidated balance sheets. For the years ended December 31, 2022 and 2021, other comprehensive income (loss) includes (losses) gains of $(343,000) and $94,000, respectively, which were entirely from foreign currency translation. |
Credit Losses on Financial instruments | | Credit Losses on Financial instruments In June 2016, the FASB issued ASU 2016 -13 -04 -10 -13 -04 The Company early adopted ASU 2016 -13 -04 -13 -04 -to-maturity -to-maturity -month |
Recently Issued Accounting Pronouncements | | Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In September 2022, the FASB issued ASU No. 2022 -04 -50 In October 2021, the FASB issued ASU No. 2021 -08 -20 |
Correction of Prior Period Financial Statements | 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, 2022 by $229,000 to reflect $287,000 lower commission revenue and $58,000 lower commission expense, and corrected the accompanying Condensed Consolidated Balance Sheets as of December 31, 2022 and the Condensed Consolidated Statements of Operations and Comprehensive Income, Cash Flows, and Changes in Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2023, and the related notes to revise for those misstatements that impacted such periods. The following are selected line items from the Company’s Condensed Consolidated Financial Statements illustrating the effect of these corrections: Condensed Consolidated Balance Sheet As of December 31, 2022 (in thousands) As Reported Adjustment As Revised Accounts and other receivables $ 15,524 $ (1,010 ) $ 14,514 Accrued commissions $ 3,720 $ (202 ) $ 3,518 Accumulated deficit $ (39,029 ) $ (808 ) $ (39,837 ) Condensed Consolidated Statement of Cash Flows Nine months ended (in thousands) As Reported Adjustment As Revised Net income $ 3,649 $ (381 ) $ 3,268 Accounts and other receivables $ 6,502 $ 476 $ 6,978 Accrued commissions $ (560 ) $ (95 ) $ (655 ) (in thousands, except per share data) Condensed Consolidated Statement of Operations and Comprehensive Income Three months ended Nine months ended As Reported Adjustment As Revised As Reported Adjustment As Revised Revenues Professional sales services $ 9,439 $ (202 ) $ 9,237 $ 24,900 $ (476 ) $ 24,424 Cost of revenues Cost of professional sales services $ 1,570 $ (40 ) $ 1,530 $ 4,545 $ (95 ) $ 4,450 Gross Profit – professional sales services segment $ 7,869 $ (162 ) $ 7,707 $ 20,355 $ (381 ) $ 19,974 Operating income $ 2,428 $ (162 ) $ 2,266 $ 3,635 $ (381 ) $ 3,254 Net income $ 2,498 $ (162 ) $ 2,336 $ 3,649 $ (381 ) $ 3,268 Comprehensive income/(loss) $ 2,264 $ (162 ) $ 2,102 $ 3,199 $ (381 ) $ 2,818 Income/(loss) per common share – basic and diluted $ 0.01 $ (0.00 ) $ 0.01 $ 0.02 $ (0.00 ) $ 0.02 Condensed 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, 2022 $ (50,902 ) $ (229 ) $ (51,131 ) $ 11,310 $ (229 ) $ 11,081 Net loss $ (344 ) $ (59 ) $ (403 ) $ (344 ) $ (59 ) $ (403 ) Balance at March 31, 2022 $ (51,246 ) $ (288 ) $ (51,534 ) $ 10,972 $ (288 ) $ 10,684 Net income $ 1,495 $ (160 ) $ 1,335 $ 1,495 $ (160 ) $ 1,335 Balance at June 30, 2022 $ (49,751 ) $ (448 ) $ (50,199 ) $ 12,258 $ (448 ) $ 11,810 Net income $ 2,498 $ (162 ) $ 2,336 $ 2,498 $ (162 ) $ 2,336 Balance at September 30, 2022 $ (47,253 ) $ (610 ) $ (47,863 ) $ 14,531 $ (610 ) $ 13,921 Balance at January 1, 2023 $ (39,029 ) $ (808 ) $ (39,837 ) $ 22,875 $ (808 ) $ 22,067 | |