Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 09, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VASOMEDICAL, INC | |
Entity Central Index Key | 839,087 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 163,461,353 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,622 | $ 2,160 |
Short-term investments | 0 | 38 |
Accounts and other receivables, net of an allowance for doubtful accounts and commission adjustments of $3,798 at June 30, 2016 and $3,863 at December 31, 2015 | 8,945 | 11,620 |
Receivables due from related parties | 100 | 209 |
Inventories, net | 1,671 | 1,963 |
Deferred commission expense | 2,161 | 2,252 |
Prepaid expenses and other current assets | 510 | 512 |
Total current assets | 19,009 | 18,754 |
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,963 at June 30, 2016 and $2,976 at December 31, 2015 | 3,354 | 2,888 |
GOODWILL | 17,412 | 17,484 |
INTANGIBLES, net | 6,488 | 6,977 |
OTHER ASSETS, net | 3,813 | 4,315 |
Total Assets | 50,076 | 50,418 |
CURRENT LIABILITIES | ||
Accounts payable | 4,150 | 4,037 |
Accrued commissions | 1,550 | 2,031 |
Accrued expenses and other liabilities | 4,050 | 4,511 |
Sales tax payable | 718 | 671 |
Income taxes payable | 0 | 202 |
Deferred revenue - current portion | 9,613 | 9,480 |
Notes payable - current portion | 2,600 | 1,485 |
Due to related party | 32 | 33 |
Total current liabilities | 22,713 | 22,450 |
LONG-TERM LIABILITIES | ||
Notes payable | 4,768 | 4,886 |
Notes payable due to related party | 1,166 | 963 |
Deferred revenue | 8,170 | 9,036 |
Deferred tax liability | 112 | 112 |
Other long-term liabilities | 1,150 | 1,230 |
Total long-term liabilities | 15,366 | 16,227 |
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, 2016, and December 31, 2015 | 0 | 0 |
Common stock, $.001 par value; 250,000,000 shares authorized; 170,169,440 and 168,749,889 shares issued at June 30, 2016 and December 31, 2015, respectively; 159,861,353 and 158,441,802 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 170 | 168 |
Additional paid-in capital | 62,500 | 62,263 |
Accumulated deficit | (48,501) | (48,610) |
Accumulated other comprehensive loss | (172) | (80) |
Treasury stock, at cost, 10,308,087 shares at June 30, 2016 and December 31, 2015 | (2,000) | (2,000) |
Total stockholders' equity | 11,997 | 11,741 |
Total liabilities and stockholders' equity | $ 50,076 | $ 50,418 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Accounts and other receivables, allowance for doubtful accounts and commission adjustments | $ 3,798 | $ 3,863 |
PROPERTY AND EQUIPMENT, accumulated depreciation | $ 2,963 | $ 2,976 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 170,169,440 | 168,749,889 |
Common stock, shares outstanding (in shares) | 159,861,353 | 158,441,802 |
Treasury stock, at cost (in shares) | 10,308,087 | 10,308,087 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Professional sales services | $ 6,860 | $ 7,036 | $ 13,706 | $ 13,427 |
Managed IT systems and services | 10,124 | 2,811 | 19,851 | 2,811 |
Equipment sales and services | 1,230 | 996 | 2,199 | 2,059 |
Total revenues | 18,214 | 10,843 | 35,756 | 18,297 |
Cost of revenues | ||||
Cost of professional sales services | 1,582 | 1,524 | 2,993 | 3,047 |
Cost of managed IT systems and services | 6,165 | 1,613 | 11,886 | 1,613 |
Cost of equipment sales and services | 354 | 378 | 752 | 741 |
Total cost of revenues | 8,101 | 3,515 | 15,631 | 5,401 |
Gross profit | 10,113 | 7,328 | 20,125 | 12,896 |
Operating expenses | ||||
Selling, general and administrative | 9,744 | 6,985 | 19,450 | 12,704 |
Research and development | 105 | 137 | 252 | 272 |
Total operating expenses | 9,849 | 7,122 | 19,702 | 12,976 |
Operating income (loss) | 264 | 206 | 423 | (80) |
Other income (expense) | ||||
Interest and financing costs | (170) | (89) | (341) | (117) |
Interest and other income (expense), net | 68 | 80 | 78 | 147 |
Total other income (expense), net | (102) | (9) | (263) | 30 |
Income (loss) before income taxes | 162 | 197 | 160 | (50) |
Income tax benefit (expense) | 51 | (6) | (51) | (12) |
Net income (loss) | 213 | 191 | 109 | (62) |
Other comprehensive income | ||||
Foreign currency translation (loss) gain | (130) | 24 | (92) | 31 |
Comprehensive income (loss) | $ 83 | $ 215 | $ 17 | $ (31) |
Income (loss) per common share | ||||
- basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | ||||
- basic (in shares) | 158,513 | 156,258 | 157,952 | 156,102 |
- diluted (in shares) | 158,704 | 156,566 | 158,373 | 156,102 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2014 | $ 166 | $ (2,000) | $ 61,924 | $ (52,433) | $ 94 | $ 7,751 |
Balance (in shares) at Dec. 31, 2014 | 166,435 | (10,308) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | $ 2 | $ 0 | 340 | 0 | 0 | 342 |
Share-based compensation (in shares) | 2,315 | |||||
Shares not issued for employee tax liability | $ 0 | 0 | (1) | 0 | 0 | (1) |
Foreign currency translation loss | 0 | 0 | 0 | 0 | (174) | (174) |
Net income | 0 | 0 | 0 | 3,823 | 0 | 3,823 |
Balance at Dec. 31, 2015 | $ 168 | $ (2,000) | 62,263 | (48,610) | (80) | 11,741 |
Balance (in shares) at Dec. 31, 2015 | 168,750 | (10,308) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | $ 0 | $ 0 | 67 | 0 | 0 | 67 |
Share-based compensation (in shares) | 306 | |||||
Shares issued to settle liability | $ 2 | 0 | 176 | 0 | 0 | 178 |
Shares issued to settle liability (in shares) | 1,113 | |||||
Shares not issued for employee tax liability | $ 0 | 0 | (6) | 0 | 0 | (6) |
Foreign currency translation loss | 0 | 0 | 0 | 0 | (92) | (92) |
Net income | 0 | 0 | 0 | 109 | 0 | 109 |
Balance at Jun. 30, 2016 | $ 170 | $ (2,000) | $ 62,500 | $ (48,501) | $ (172) | $ 11,997 |
Balance (in shares) at Jun. 30, 2016 | 170,169 | (10,308) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net income (loss) | $ 109 | $ (62) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 1,043 | 482 |
Deferred income taxes | 41 | 0 |
Loss from interest in joint venture | 77 | 0 |
Provision for doubtful accounts and commission adjustments | 75 | 61 |
Amortization of debt issue costs | 16 | 1 |
Share-based compensation | 67 | 260 |
Provision for allowance for loss on loan receivable | 412 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 2,596 | 10,429 |
Receivables due from related parties | 108 | 1 |
Inventories, net | 132 | (354) |
Deferred commission expense | 90 | (207) |
Other current assets | 0 | (115) |
Other assets, net | 377 | 1,859 |
Accounts payable | 194 | (43) |
Accrued commissions | (481) | (1,092) |
Accrued expenses and other liabilities | (198) | (1,243) |
Sales tax payable | 48 | (32) |
Income taxes payable | (202) | (25) |
Deferred revenue | (734) | (2,918) |
Notes payable due to related party | 0 | 31 |
Other long-term liabilities | (22) | (199) |
Net cash provided by operating activities | 3,748 | 6,834 |
Cash flows from investing activities | ||
Purchases of equipment and software | (907) | (188) |
Purchases of short-term investments | 0 | (38) |
Redemption of short-term investments | 38 | 40 |
Acquisition of Netwolves | 0 | (18,000) |
Cash acquired through purchase of Netwolves | 0 | 733 |
Investment in VSK | (422) | (100) |
Net cash used in investing activities | (1,291) | (17,553) |
Cash flows from financing activities | ||
Net borrowings on revolving line of credit | 994 | 0 |
Debt issuance costs | (130) | 0 |
Payroll taxes paid by withholding shares | (6) | 0 |
Repayment of notes payable | (89) | (21) |
Proceeds from notes payable | 0 | 4,550 |
Proceeds from note payable due to related party | 300 | |
Payments on notes payable due to related party | (72) | 0 |
Net cash provided by financing activities | 997 | 4,529 |
Effect of exchange rate differences on cash and cash equivalents | 8 | (7) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,462 | (6,197) |
Cash and cash equivalents - beginning of period | 2,160 | 9,128 |
Cash and cash equivalents - end of period | 5,622 | 2,931 |
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION | ||
Interest paid | 436 | 15 |
Income taxes paid | 310 | 66 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Inventories transferred to property and equipment, attributable to operating leases, net | 144 | 3 |
Liability settled through issuance of common stock | $ 178 | $ 0 |
ORGANIZATION AND PLAN OF OPERAT
ORGANIZATION AND PLAN OF OPERATIONS | 6 Months Ended |
Jun. 30, 2016 | |
ORGANIZATION AND PLAN OF OPERATIONS [Abstract] | |
ORGANIZATION AND PLAN OF OPERATIONS | NOTE A - ORGANIZATION AND PLAN OF OPERATIONS Vasomedical, Inc. was incorporated in Delaware in July 1987. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Vasomedical” or “management” refer to Vasomedical, Inc. and its subsidiaries. Overview Vasomedical, Inc. principally operates in three distinct business segments in the healthcare equipment and information technology ("IT") industries. We manage and evaluate our operations, and report our financial results, through these three business segments. · IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services; · Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for General Electric Healthcare ("GEHC") into the health provider middle market; and · Equipment segment, operating through wholly-owned subsidiaries Vasomedical Global Corp. and Vasomedical Solutions, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices. VasoTechnology VasoTechnology, Inc. all of the assets of NetWolves, LLC and its affiliates, including the membership interests in NetWolves Network Services, LLC (collectively, “NetWolves”) · Managed diagnostic imaging applications (national channel partner of GEHC IT). · Managed network infrastructure (routers, switches and other core equipment). · Managed network transport (FCC licensed carrier reselling 175+ facility partners). · Managed security services. VasoTechnology uses a combination of proprietary technology, methodology and third-party applications to deliver its value proposition. VasoHealthcare VasoHealthcare commenced operations in 2010, in conjunction with the Company’s execution of its exclusive sales representation agreement with GEHC, which is the healthcare business division of the General Electric Company (“GE”), to exploit the sale of certain healthcare capital equipment in the health provider middle market. Sales of GEHC equipment by the Company have grown significantly since then. VasoHealthcare’s current offerings consist of: · GEHC diagnostic imaging capital equipment. · GEHC service agreements. · GEHC and third party financial services. VasoHealthcare has built a team of approximately 90 highly experienced sales professionals who utilize highly focused sales management and analytic tools to manage the complete sales process and to increase market penetration. Vasomedical Global and Vasomedical Solutions Vasomedical Global was formed in 2011 to combine and coordinate the various design, development, manufacturing, and sales of medical devices by the Company. These devices primarily consist of cardiovascular diagnostic and therapeutic systems. Its current offerings consist of: · Biox™ series Holter monitors and ambulatory blood pressure recorders. · ARCS™ series analysis, reporting and communication software for physiological signals such as ECG and blood pressure. · MobiCare™ multi-parameter wireless vital-sign monitoring system. · EECP ® 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, as well as a global joint venture arrangement, to sell its products. |
BASIS OF PRESENTATION AND CRITI
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES | NOTE B - BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in connection with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 30, 2016. These unaudited condensed consolidated financial statements include the accounts of the companies over which we exercise control. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim results for the Company. The results of operations for any interim period are not necessarily indicative of results to be expected for any other interim period or the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the unaudited condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company's management. The Company evaluates its estimates and assumptions on an ongoing basis. Significant Accounting Policies and Recent Accounting Pronouncements During the first quarter of 2016, we adopted Accounting Standards Update (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-period Adjustments, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Variable Interest Entities The Company follows the guidance of accounting for variable interest entities, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entities. Biox is a Variable Interest Entity (“VIE”). Liabilities recognized as a result of consolidating this VIE do not represent additional claims on the Company’s general assets. The financial information of Biox, which is included in the accompanying condensed consolidated financial statements, is presented as follows: (in thousands) As of June 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 43 $ 104 Total assets $ 1,281 $ 1,168 Total liabilities $ 974 $ 1,007 (in thousands) Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 566 $ 454 $ 914 $ 825 Net income (loss) $ 162 $ (87) $ 160 $ (223) Reclassifications Certain reclassifications have been made to prior period amounts to conform with the current period presentation. |
SEGMENT REPORTING AND CONCENTRA
SEGMENT REPORTING AND CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2016 | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | |
SEGMENT REPORTING AND CONCENTRATIONS | NOTE C – SEGMENT REPORTING AND CONCENTRATIONS Vasomedical, Inc. principally operates in three distinct business segments in the healthcare equipment and information technology industries. We manage and evaluate our operations, and report our financial results, through these three business segments. · IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services; · Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for GEHC into the health provider middle market; and · Equipment segment, operating through wholly-owned subsidiaries Vasomedical Global Corp. and Vasomedical Solutions, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices. The chief operating decision maker is the Company’s Chief Executive Officer, who, in conjunction with upper management, evaluates segment performance based on operating income and adjusted EBITDA (net income (loss), plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash stock-based compensation). Administrative functions such as finance, human resources, and information technology are centralized and related expenses allocated to each segment. Other costs not directly attributable to operating segments, such as audit, legal, director fees, investor relations, and others, as well as certain assets – primarily cash balances – are reported in the Corporate entity below. There are no intersegment revenues. Summary financial information for the segments is set forth below: (in thousands) As of or for the three months ended June 30, 2016 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 6,860 $ 10,124 $ 1,230 $ - $ 18,214 Operating income (loss) $ 1,422 $ (853 ) $ (13 ) $ (292 ) $ 264 Total assets $ 10,565 $ 25,699 $ 7,900 $ 5,912 $ 50,076 Accounts and other receivables, net $ 5,393 $ 2,832 $ 720 $ - $ 8,945 Deferred commission expense $ 2,011 $ 150 $ - $ - $ 2,161 Other assets, net $ 2,644 $ 265 $ 79 $ 825 $ 3,813 As of or for the three months ended June 30, 2015 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 7,036 $ 2,811 $ 996 $ - $ 10,843 Operating income (loss) $ 1,794 $ (366 ) $ (676 ) $ (546 ) $ 206 Total assets $ 10,421 $ 25,205 $ 9,385 $ 1,309 $ 46,320 Accounts and other receivables, net $ 4,421 $ 1,399 $ 500 $ - $ 6,320 Deferred commission expense $ 2,388 $ 19 $ - $ - $ 2,407 Other assets, net $ 3,098 $ 51 $ 675 $ 113 $ 3,937 As of or for the six months ended June 30, 2016 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 13,706 $ 19,851 $ 2,199 $ - $ 35,756 Operating income (loss) $ 3,410 $ (1,596 ) $ (711 ) $ (680 ) $ 423 Total assets $ 10,565 $ 25,699 $ 7,900 $ 5,912 $ 50,076 Accounts and other receivables, net $ 5,393 $ 2,832 $ 720 $ - $ 8,945 Deferred commission expense $ 2,011 $ 150 $ - $ - $ 2,161 Other assets, net $ 2,644 $ 265 $ 79 $ 825 $ 3,813 As of or for the six months ended June 30, 2015 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 13,427 $ 2,811 $ 2,059 $ - $ 18,297 Operating income (loss) $ 2,880 $ (721 ) $ (1,311 ) $ (928 ) $ (80 ) Total assets $ 10,421 $ 25,205 $ 9,385 $ 1,309 $ 46,320 Accounts and other receivables, net $ 4,421 $ 1,399 $ 500 $ - $ 6,320 Deferred commission expense $ 2,388 $ 19 $ - $ - $ 2,407 Other assets, net $ 3,098 $ 51 $ 675 $ 113 $ 3,937 For both the three and six months ended June 30, 2016, GE Healthcare accounted for 38% of revenue, and for the three and six months ended June 30, 2015, GE Healthcare accounted for 65% and 73% of revenue, respectively. GE Healthcare also accounted for $5.0 million or 56%, and $8.1 million or 69%, of accounts and other receivables at June 30, 2016 and December 31, 2015, respectively. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2016 | |
EARNINGS PER COMMON SHARE [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE D – EARNINGS PER COMMON SHARE Basic earnings (loss) per common share is computed as earnings applicable to common stockholders divided by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common stock. Diluted earnings (loss) 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, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Basic weighted average shares outstanding 158,513 156,258 157,952 156,102 Dilutive effect of options and unvested restricted shares 191 308 421 - Diluted weighted average shares outstanding 158,704 156,566 158,373 156,102 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, 2016 and 2015, because the effect of their inclusion would be anti-dilutive. (in thousands) For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Stock options - 335 - 935 Restricted common stock grants 2,246 125 500 2,873 2,246 460 500 3,808 |
ACCOUNTS AND OTHER RECEIVABLES,
ACCOUNTS AND OTHER RECEIVABLES, NET | 6 Months Ended |
Jun. 30, 2016 | |
ACCOUNTS AND OTHER RECEIVABLES, NET [Abstract] | |
ACCOUNTS AND OTHER RECEIVABLES, NET | NOTE E – ACCOUNTS AND OTHER RECEIVABLES, NET The following table presents information regarding the Company’s accounts and other receivables as of June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Trade receivables $ 12,317 $ 15,252 Due from employees 426 231 Allowance for doubtful accounts and commission adjustments (3,798 ) (3,863 ) Accounts and other receivables, net $ 8,945 $ 11,620 Trade receivables include amounts due for shipped products and services rendered. Amounts currently due under the GEHC Agreement are subject to adjustment in subsequent periods should the underlying sales order amount, upon which the receivable is based, change. Allowance for doubtful accounts and commission adjustments include estimated losses resulting from the inability of our customers to make required payments, and adjustments arising from subsequent changes in sales order amounts that may reduce the amount the Company will ultimately receive under the GEHC Agreement. Due from employees is primarily commission advances made to sales personnel. |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Jun. 30, 2016 | |
INVENTORIES, NET [Abstract] | |
INVENTORIES, NET | NOTE F – INVENTORIES, NET Inventories, net of reserves, consist of the following: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Raw materials $ 453 $ 497 Work in process 384 392 Finished goods 834 1,074 $ 1,671 $ 1,963 At June 30, 2016 and December 31, 2015, the Company maintained reserves for slow moving inventories of $830,000 and $861,000, respectively. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLES [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | NOTE G – GOODWILL AND OTHER INTANGIBLES Goodwill aggregating $17,412,000 and $17,484,000 was recorded on the Company’s condensed consolidated balance sheets at June 30, 2016 and December 31, 2015, respectively, of which $14,375,000, allocated to the IT segment, resulted from the acquisition of NetWolves in May 2015. The remaining $3,037,000 of goodwill is allocated to the Company’s equipment segment. The components of the change in goodwill are as follows: (in thousands) Carrying Amount Balance at December 31, 2015 $ 17,484 Foreign currency translation (72 ) Balance at June 30, 2016 (unaudited) $ 17,412 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, 2016 December 31, 2015 (unaudited) Customer-related Costs $ 5,831 $ 5,831 Accumulated amortization (1,347 ) (926 ) 4,484 4,905 Patents and Technology Costs 2,394 2,423 Accumulated amortization (934 ) (806 ) 1,460 1,617 Software Costs 1,286 1,182 Accumulated amortization (742 ) (727 ) 544 455 $ 6,488 $ 6,977 Patents and technology, and software, are amortized on a straight-line basis over their estimated useful lives of ten, and five 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 Amortization expense amounted to $283,000 and $164,000 for the three months ended June 30, 2016, and 2015, respectively, and $563,000 and $335,000 for the six months ended June 30, 2016 and 2015, respectively. Amortization of intangibles for the next five years is: (in thousands) Years (unaudited) Remainder of 2016 $ 604 2017 1,105 2018 951 2019 829 2020 704 |
OTHER ASSETS, NET
OTHER ASSETS, NET | 6 Months Ended |
Jun. 30, 2016 | |
OTHER ASSETS, NET [Abstract] | |
OTHER ASSETS, NET | NOTE H – OTHER ASSETS, NET Other assets, net consist of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Deferred commission expense - noncurrent $ 2,035 $ 2,083 Trade receivables - noncurrent 706 1,025 Other, net of allowance for loss on loan receivable of $412 at June 30, 2016 and $0 at December 31, 2015 1,072 1,207 $ 3,813 $ 4,315 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2016 | |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE I – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Accrued compensation $ 744 $ 1,589 Accrued expenses - other 721 1,414 Other liabilities 2,585 1,508 $ 4,050 $ 4,511 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2016 | |
DEFERRED REVENUE [Abstract] | |
DEFERRED REVENUE | NOTE J - DEFERRED REVENUE The changes in the Company’s deferred revenues are as follows: (in thousands) For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Deferred revenue at beginning of period $ 17,903 $ 21,453 $ 18,516 $ 22,532 Additions: Deferred extended service contracts 115 94 328 305 Deferred in-service and training 5 3 8 5 Deferred service arrangements 10 5 20 15 Deferred commission revenues 2,785 1,481 5,083 3,330 Recognized as revenue: Deferred extended service contracts (199 ) (214 ) (398 ) (445 ) Deferred in-service and training (8 ) (3 ) (13 ) (10 ) Deferred service arrangements (11 ) (20 ) (20 ) (43 ) Deferred commission revenues (2,817 ) (3,185 ) (5,741 ) (6,075 ) Deferred revenue at end of period 17,783 19,614 17,783 19,614 Less: current portion 9,613 11,560 9,613 11,560 Long-term deferred revenue at end of period $ 8,170 $ 8,054 $ 8,170 $ 8,054 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
EQUITY [Abstract] | |
EQUITY | NOTE K – EQUITY On June 15, 2016, the Board of Directors (“Board”) approved the 2016 Stock Plan (the “2016 Plan”) The 2016 Plan consists of a Stock Issuance Program, under which eligible persons may, at the discretion of the Board, be issued shares of common stock directly, as a bonus for services rendered or to be rendered to the Corporation or any subsidiary of the Corporation. No shares were granted under the 2016 Plan during the six months ended June 30, 2016. See Note O. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2016 | |
BUSINESS COMBINATION [Abstract] | |
BUSINESS COMBINATION | NOTE L – BUSINESS COMBINATION On May 29, 2015, the Company entered into an agreement for, and completed its purchase of, all of the assets of NetWolves, LLC and its affiliates, including the membership interests in NetWolves Network Services LLC (collectively, “NetWolves”) for $18,000,000 (the “Purchase Price”). The purchase of NetWolves was accomplished pursuant to an Asset Purchase Agreement (the "Purchase Agreement"). As a result, the Company effectively purchased all rights, titles and ownership of all assets held by NetWolves. The Purchase Price was paid using $14,200,000 in cash on hand and $3,800,000 raised through the issuance of a secured subordinated promissory note (“Note”) to MedTechnology Investments, LLC (“MedTech” - see Note M). The Company believes there are significant operational synergies between NetWolves’ capabilities and VasoHealthcare IT’s requirements under its VAR contract with GEHC, as well as the opportunity to expand NetWolves’ existing services to the healthcare IT market. In accordance with Accounting Standards Codification 805, Business Combinations, the total purchase consideration is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at May 29, 2015 (the acquisition date). The following table summarizes the allocation of the assets acquired and liabilities assumed based on their estimated fair values as follows: ( in thousands) May 29, 2015 Cash and cash equivalents $ 733 Accounts receivable and other current assets 1,535 Other assets 50 Property and equipment 2,359 Accounts payable and other current liabilities (4,382 ) Long term debt (1,701 ) Goodwill and other intangibles 14,375 Customer-related intangibles 5,031 Total $ 18,000 The goodwill is expected to be deductible for tax purposes. The following unaudited supplemental pro forma information presents the financial results as if the acquisition of NetWolves had occurred January 1, 2014. (in thousands) Three months ended Six months ended June 30, 2015 June 30, 2015 (unaudited) (unaudited) Revenue $ 16,088 $ 31,449 Net income 580 517 Earnings per share - basic and diluted $ 0.00 $ 0.00 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
RELATED-PARTY TRANSACTIONS [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE M – RELATED-PARTY TRANSACTIONS One of the Company’s directors, Peter Castle, was the Chief Executive Officer and President of NetWolves, LLC. Another of the Company’s directors, David Lieberman, was a director of NetWolves Network Services, LLC. Mr. Castle and Mr. Lieberman owned of record approximately 10.4% and 5.7%, respectively of the membership interests of NetWolves LLC. Mr. Lieberman may also be deemed to have owned beneficially up to an additional 13.5% of such membership interests. The Company’s board of directors negotiated the Purchase Price on an arm’s length basis, and both Mr. Castle and Mr. Lieberman abstained from the vote approving the Purchase Agreement (see Note L). The Company obtained an opinion regarding the fairness of the Purchase Price for NetWolves from a reputable, independent third-party investment banking firm. $14,200,000 of the Purchase Price was paid for by cash on hand, and the remaining $3,800,000 was raised from the sale of the Note to MedTech. Of the $4,800,000 borrowed from MedTech, $2,200,000 was provided by six of our directors or members of their families, and an additional $100,000 was provided by an additional director prior to his joining the board of directors in June 2015. The MedTech Note bears interest at 9% per annum. David Lieberman, the Vice Chairman of the Company’s Board of Directors, is a practicing attorney in the State of New York and a senior partner at the law firm of Beckman, Lieberman & Barandes, LLP, which performs certain legal services for the Company. Fees of approximately $85,000 and $170,000 were billed by the firm for the three and six months ended June 30, 2016, respectively, at which date no amounts were outstanding. Fees of approximately $60,000 and $120,000 were billed by the firm through the three and six month periods ended June 30, 2015, respectively, at which date $20,000 was outstanding. In January 2015, operations began under the VSK joint venture. The Company accounts for its investment in VSK using the equity method. On May 31, 2016, the Company, through its FGE subsidiary, borrowed $300,000 through the issuance of a promissory note to VSK, which is included in notes payable due to related party in the accompanying unaudited condensed consolidated balance sheets. The note matures on May 31, 2018 and bears interest at 1.2% per annum. At June 30, 2016, the Company had contributed $522,000 to VSK, and $80,000 was due from VSK for equipment and services the Company billed to it. The Company’s pro-rata share in VSK’s loss from operations approximated $4,000 and $77,000 for the three and six months ended June 30, 2016, respectively and is included in interest and other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). VSK earned approximately $50,000 and $46,000 for the three and six months ended June 30, 2015, respectively. Under the terms of the agreement, the Company accrues no interest in VSK’s income in the years ending December 31, 2015, 2016 and 2017 until certain performance targets are achieved. For the year ended December 31, 2015 such targets had not been achieved. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE N – COMMITMENTS AND CONTINGENCIES Litigation The Company is currently, and has been in the past, a party to various routine legal proceedings, primarily employee related matters, incident to the ordinary course of business. The Company believes that the outcome of all such pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the business or consolidated financial condition of the Company. Sales representation agreement In June 2012, the Company concluded an amendment of the GEHC Agreement with GEHC, originally signed on May 19, 2010. The amendment, effective July 1, 2012, extended the initial term of three years commencing July 1, 2010 to five years through June 30, 2015. In December 2014, the Company concluded an additional amendment, effective January 1, 2015, extending the term through December 31, 2018, subject to earlier termination under certain circumstances and termination without cause on or after July 1, 2017. These circumstances include not materially achieving certain sales goals, not maintaining a minimum number of sales representatives, and various legal and GEHC policy requirements. Under the terms of the agreement, the Company is required to lease dedicated computer equipment from GEHC for connectivity to their network. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2016 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENTS | NOTE O – SUBSEQUENT EVENT In July 2016, the Company granted 3.6 million shares of restricted common stock to directors, officers and key employees under the 2016 Stock Plan. One-third of the shares vested immediately and the remaining two-thirds vest equally one year and two years from grant date. |
BASIS OF PRESENTATION AND CRI22
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES [Abstract] | |
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"). Certain information and disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in connection with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 30, 2016. These unaudited condensed consolidated financial statements include the accounts of the companies over which we exercise control. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim results for the Company. The results of operations for any interim period are not necessarily indicative of results to be expected for any other interim period or the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the unaudited condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company's management. The Company evaluates its estimates and assumptions on an ongoing basis. |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements During the first quarter of 2016, we adopted Accounting Standards Update (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-period Adjustments, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing |
Variable Interest Entities | Variable Interest Entities The Company follows the guidance of accounting for variable interest entities, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entities. Biox is a Variable Interest Entity (“VIE”). Liabilities recognized as a result of consolidating this VIE do not represent additional claims on the Company’s general assets. The financial information of Biox, which is included in the accompanying condensed consolidated financial statements, is presented as follows: (in thousands) As of June 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 43 $ 104 Total assets $ 1,281 $ 1,168 Total liabilities $ 974 $ 1,007 (in thousands) Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 566 $ 454 $ 914 $ 825 Net income (loss) $ 162 $ (87) $ 160 $ (223) |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform with the current period presentation. |
BASIS OF PRESENTATION AND CRI23
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES [Abstract] | |
Schedule of Variable Interest Entities | The financial information of Biox, which is included in the accompanying condensed consolidated financial statements, is presented as follows: (in thousands) As of June 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 43 $ 104 Total assets $ 1,281 $ 1,168 Total liabilities $ 974 $ 1,007 (in thousands) Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 566 $ 454 $ 914 $ 825 Net income (loss) $ 162 $ (87) $ 160 $ (223) |
SEGMENT REPORTING AND CONCENT24
SEGMENT REPORTING AND CONCENTRATIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | |
Summary Financial Information for Segments | Summary financial information for the segments is set forth below: (in thousands) As of or for the three months ended June 30, 2016 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 6,860 $ 10,124 $ 1,230 $ - $ 18,214 Operating income (loss) $ 1,422 $ (853 ) $ (13 ) $ (292 ) $ 264 Total assets $ 10,565 $ 25,699 $ 7,900 $ 5,912 $ 50,076 Accounts and other receivables, net $ 5,393 $ 2,832 $ 720 $ - $ 8,945 Deferred commission expense $ 2,011 $ 150 $ - $ - $ 2,161 Other assets, net $ 2,644 $ 265 $ 79 $ 825 $ 3,813 As of or for the three months ended June 30, 2015 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 7,036 $ 2,811 $ 996 $ - $ 10,843 Operating income (loss) $ 1,794 $ (366 ) $ (676 ) $ (546 ) $ 206 Total assets $ 10,421 $ 25,205 $ 9,385 $ 1,309 $ 46,320 Accounts and other receivables, net $ 4,421 $ 1,399 $ 500 $ - $ 6,320 Deferred commission expense $ 2,388 $ 19 $ - $ - $ 2,407 Other assets, net $ 3,098 $ 51 $ 675 $ 113 $ 3,937 As of or for the six months ended June 30, 2016 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 13,706 $ 19,851 $ 2,199 $ - $ 35,756 Operating income (loss) $ 3,410 $ (1,596 ) $ (711 ) $ (680 ) $ 423 Total assets $ 10,565 $ 25,699 $ 7,900 $ 5,912 $ 50,076 Accounts and other receivables, net $ 5,393 $ 2,832 $ 720 $ - $ 8,945 Deferred commission expense $ 2,011 $ 150 $ - $ - $ 2,161 Other assets, net $ 2,644 $ 265 $ 79 $ 825 $ 3,813 As of or for the six months ended June 30, 2015 (unaudited) Professional Sales Service Segment IT Segment Equipment Segment Corporate Consolidated Revenues from external customers $ 13,427 $ 2,811 $ 2,059 $ - $ 18,297 Operating income (loss) $ 2,880 $ (721 ) $ (1,311 ) $ (928 ) $ (80 ) Total assets $ 10,421 $ 25,205 $ 9,385 $ 1,309 $ 46,320 Accounts and other receivables, net $ 4,421 $ 1,399 $ 500 $ - $ 6,320 Deferred commission expense $ 2,388 $ 19 $ - $ - $ 2,407 Other assets, net $ 3,098 $ 51 $ 675 $ 113 $ 3,937 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
EARNINGS PER COMMON SHARE [Abstract] | |
Reconciliation of Basic to Diluted Shares Used in Earnings Per Share Calculation | 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, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Basic weighted average shares outstanding 158,513 156,258 157,952 156,102 Dilutive effect of options and unvested restricted shares 191 308 421 - Diluted weighted average shares outstanding 158,704 156,566 158,373 156,102 |
Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share | 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, 2016 and 2015, because the effect of their inclusion would be anti-dilutive. (in thousands) For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Stock options - 335 - 935 Restricted common stock grants 2,246 125 500 2,873 2,246 460 500 3,808 |
ACCOUNTS AND OTHER RECEIVABLE26
ACCOUNTS AND OTHER RECEIVABLES, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ACCOUNTS AND OTHER RECEIVABLES, NET [Abstract] | |
Accounts and Other Receivables | The following table presents information regarding the Company’s accounts and other receivables as of June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Trade receivables $ 12,317 $ 15,252 Due from employees 426 231 Allowance for doubtful accounts and commission adjustments (3,798 ) (3,863 ) Accounts and other receivables, net $ 8,945 $ 11,620 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
INVENTORIES, NET [Abstract] | |
Inventories, Net of Reserves | Inventories, net of reserves, consist of the following: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Raw materials $ 453 $ 497 Work in process 384 392 Finished goods 834 1,074 $ 1,671 $ 1,963 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLES [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The components of the change in goodwill are as follows: (in thousands) Carrying Amount Balance at December 31, 2015 $ 17,484 Foreign currency translation (72 ) Balance at June 30, 2016 (unaudited) $ 17,412 |
Schedule of Other Intangible Assets | 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, 2016 December 31, 2015 (unaudited) Customer-related Costs $ 5,831 $ 5,831 Accumulated amortization (1,347 ) (926 ) 4,484 4,905 Patents and Technology Costs 2,394 2,423 Accumulated amortization (934 ) (806 ) 1,460 1,617 Software Costs 1,286 1,182 Accumulated amortization (742 ) (727 ) 544 455 $ 6,488 $ 6,977 |
Amortization of Intangibles | Amortization of intangibles for the next five years is: (in thousands) Years (unaudited) Remainder of 2016 $ 604 2017 1,105 2018 951 2019 829 2020 704 |
OTHER ASSETS, NET (Tables)
OTHER ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
OTHER ASSETS, NET [Abstract] | |
Schedule of Other Assets, Net | Other assets, net consist of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Deferred commission expense - noncurrent $ 2,035 $ 2,083 Trade receivables - noncurrent 706 1,025 Other, net of allowance for loss on loan receivable of $412 at June 30, 2016 and $0 at December 31, 2015 1,072 1,207 $ 3,813 $ 4,315 |
ACCRUED EXPENSES AND OTHER LI30
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consist of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 (unaudited) Accrued compensation $ 744 $ 1,589 Accrued expenses - other 721 1,414 Other liabilities 2,585 1,508 $ 4,050 $ 4,511 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
DEFERRED REVENUE [Abstract] | |
Changes in Deferred Revenues | The changes in the Company’s deferred revenues are as follows: (in thousands) For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Deferred revenue at beginning of period $ 17,903 $ 21,453 $ 18,516 $ 22,532 Additions: Deferred extended service contracts 115 94 328 305 Deferred in-service and training 5 3 8 5 Deferred service arrangements 10 5 20 15 Deferred commission revenues 2,785 1,481 5,083 3,330 Recognized as revenue: Deferred extended service contracts (199 ) (214 ) (398 ) (445 ) Deferred in-service and training (8 ) (3 ) (13 ) (10 ) Deferred service arrangements (11 ) (20 ) (20 ) (43 ) Deferred commission revenues (2,817 ) (3,185 ) (5,741 ) (6,075 ) Deferred revenue at end of period 17,783 19,614 17,783 19,614 Less: current portion 9,613 11,560 9,613 11,560 Long-term deferred revenue at end of period $ 8,170 $ 8,054 $ 8,170 $ 8,054 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
BUSINESS COMBINATION [Abstract] | |
Estimated Fair Values of the Net Assets Acquired | The following table summarizes the allocation of the assets acquired and liabilities assumed based on their estimated fair values as follows: ( in thousands) May 29, 2015 Cash and cash equivalents $ 733 Accounts receivable and other current assets 1,535 Other assets 50 Property and equipment 2,359 Accounts payable and other current liabilities (4,382 ) Long term debt (1,701 ) Goodwill and other intangibles 14,375 Customer-related intangibles 5,031 Total $ 18,000 |
Business Acquisition Proforma Information | The following unaudited supplemental pro forma information presents the financial results as if the acquisition of NetWolves had occurred January 1, 2014. (in thousands) Three months ended Six months ended June 30, 2015 June 30, 2015 (unaudited) (unaudited) Revenue $ 16,088 $ 31,449 Net income 580 517 Earnings per share - basic and diluted $ 0.00 $ 0.00 |
ORGANIZATION AND PLAN OF OPER33
ORGANIZATION AND PLAN OF OPERATIONS (Details) | 6 Months Ended |
Jun. 30, 2016SegmentFacilityPartnerEmploy | |
Segment Reporting Information [Line Items] | |
Number of business segments | Segment | 3 |
Number of highly experienced sales professionals | Employ | 90 |
Minimum [Member] | |
Segment Reporting Information [Line Items] | |
Number of facility partners | FacilityPartner | 175 |
BASIS OF PRESENTATION AND CRI34
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | ||||||
Cash and cash equivalents | $ 5,622 | $ 2,931 | $ 5,622 | $ 2,931 | $ 2,160 | $ 9,128 |
Total net revenue | 18,214 | 10,843 | 35,756 | 18,297 | ||
Net income (loss) | 213 | 191 | 109 | (62) | 3,823 | |
Biox [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Cash and cash equivalents | 43 | 43 | 104 | |||
Total assets | 1,281 | 1,281 | 1,168 | |||
Total liabilities | 974 | 974 | $ 1,007 | |||
Total net revenue | 566 | 454 | 914 | 825 | ||
Net income (loss) | $ 162 | $ (87) | $ 160 | $ (223) |
SEGMENT REPORTING AND CONCENT35
SEGMENT REPORTING AND CONCENTRATIONS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | ||||||
Number of segments | Segment | 3 | |||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | $ 18,214 | $ 10,843 | $ 35,756 | $ 18,297 | ||
Operating income (loss) | 264 | 206 | 423 | (80) | ||
Total assets | 50,076 | 46,320 | 50,076 | 46,320 | $ 50,418 | |
Accounts and other receivables, net | 8,945 | 6,320 | 8,945 | 6,320 | 11,620 | |
Deferred commission expense | 2,161 | 2,407 | 2,161 | 2,407 | ||
Other assets, net | 3,813 | 3,937 | 3,813 | 3,937 | $ 4,315 | $ 5,617 |
Operating Segments [Member] | Professional Sales Service Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 6,860 | 7,036 | 13,706 | 13,427 | ||
Operating income (loss) | 1,422 | 1,794 | 3,410 | 2,880 | ||
Total assets | 10,565 | 10,421 | 10,565 | 10,421 | ||
Accounts and other receivables, net | 5,393 | 4,421 | 5,393 | 4,421 | ||
Deferred commission expense | 2,011 | 2,388 | 2,011 | 2,388 | ||
Other assets, net | 2,644 | 3,098 | 2,644 | 3,098 | ||
Operating Segments [Member] | IT Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 10,124 | 2,811 | 19,851 | 2,811 | ||
Operating income (loss) | (853) | (366) | (1,596) | (721) | ||
Total assets | 25,699 | 25,205 | 25,699 | 25,205 | ||
Accounts and other receivables, net | 2,832 | 1,399 | 2,832 | 1,399 | ||
Deferred commission expense | 150 | 19 | 150 | 19 | ||
Other assets, net | 265 | 51 | 265 | 51 | ||
Operating Segments [Member] | Equipment Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 1,230 | 996 | 2,199 | 2,059 | ||
Operating income (loss) | (13) | (676) | (711) | (1,311) | ||
Total assets | 7,900 | 9,385 | 7,900 | 9,385 | ||
Accounts and other receivables, net | 720 | 500 | 720 | 500 | ||
Deferred commission expense | 0 | 0 | 0 | 0 | ||
Other assets, net | 79 | 675 | 79 | 675 | ||
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 0 | 0 | 0 | 0 | ||
Operating income (loss) | (292) | (546) | (680) | (928) | ||
Total assets | 5,912 | 1,309 | 5,912 | 1,309 | ||
Accounts and other receivables, net | 0 | 0 | 0 | 0 | ||
Deferred commission expense | 0 | 0 | 0 | 0 | ||
Other assets, net | $ 825 | $ 113 | $ 825 | $ 113 |
SEGMENT REPORTING AND CONCENT36
SEGMENT REPORTING AND CONCENTRATIONS, Concentration Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||
Accounts and other receivables | $ 8,945 | $ 6,320 | $ 8,945 | $ 6,320 | $ 11,620 |
Sales Revenue [Member] | Credit Concentration Risk [Member] | GE Healthcare [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue | 38.00% | 65.00% | 38.00% | 73.00% | |
Percentage of accounts and other receivables | 38.00% | 65.00% | 38.00% | 73.00% | |
Accounts and Other Receivables [Member] | Credit Concentration Risk [Member] | GE Healthcare [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue | 56.00% | 69.00% | |||
Accounts and other receivables | $ 5,000 | $ 5,000 | $ 8,100 | ||
Percentage of accounts and other receivables | 56.00% | 69.00% |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of basic to diluted shares used in the earnings per share calculation [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 158,513 | 156,258 | 157,952 | 156,102 |
Dilutive effect of share-based compensation (in shares) | 191 | 308 | 421 | 0 |
Diluted weighted average shares outstanding (in shares) | 158,704 | 156,566 | 158,373 | 156,102 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from computation of diluted earnings per share (in shares) | 2,246 | 460 | 500 | 3,808 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from computation of diluted earnings per share (in shares) | 0 | 335 | 0 | 935 |
Restricted Common Stock Grants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from computation of diluted earnings per share (in shares) | 2,246 | 125 | 500 | 2,873 |
ACCOUNTS AND OTHER RECEIVABLE38
ACCOUNTS AND OTHER RECEIVABLES, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
ACCOUNTS AND OTHER RECEIVABLES, NET [Abstract] | |||
Trade receivables | $ 12,317 | $ 15,252 | |
Due from employees | 426 | 231 | |
Allowance for doubtful accounts and commission adjustments | (3,798) | (3,863) | |
Accounts and other receivables, net | $ 8,945 | $ 11,620 | $ 6,320 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
INVENTORIES, NET [Abstract] | ||
Raw materials | $ 453,000 | $ 497,000 |
Work in process | 384,000 | 392,000 |
Finished goods | 834,000 | 1,074,000 |
Inventories, net | 1,671,000 | 1,963,000 |
Reserves for slow moving inventory | $ 830,000 | $ 861,000 |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Change in carrying amount of goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | $ 17,484,000 | |||||
Foreign currency translation | (72,000) | |||||
Goodwill, Ending Balance | $ 17,412,000 | 17,412,000 | ||||
Other intangible assets, net [Abstract] | ||||||
Intangible assets, net | $ 6,488,000 | $ 6,977,000 | ||||
Goodwill | 17,412,000 | 17,484,000 | 17,412,000 | 17,484,000 | ||
Amortization expense | 283,000 | $ 164,000 | 563,000 | $ 335,000 | ||
Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Remainder of 2016 | 604,000 | |||||
2,017 | 1,105,000 | |||||
2,018 | 951,000 | |||||
2,019 | 829,000 | |||||
2,020 | 704,000 | |||||
Equipment Segment [Member] | ||||||
Change in carrying amount of goodwill [Roll Forward] | ||||||
Goodwill, Ending Balance | 3,037,000 | 3,037,000 | ||||
Other intangible assets, net [Abstract] | ||||||
Goodwill | 3,037,000 | 3,037,000 | 3,037,000 | |||
IT Segment [Member] | ||||||
Change in carrying amount of goodwill [Roll Forward] | ||||||
Goodwill, Ending Balance | 14,375,000 | 14,375,000 | ||||
Other intangible assets, net [Abstract] | ||||||
Goodwill | $ 14,375,000 | $ 14,375,000 | 14,375,000 | |||
Customer-Related [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Costs | 5,831,000 | 5,831,000 | ||||
Accumulated amortization | (1,347,000) | (926,000) | ||||
Intangible assets, net | 4,484,000 | 4,905,000 | ||||
Useful life of patents | 7 years | |||||
Patents and Technology [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Costs | 2,394,000 | 2,423,000 | ||||
Accumulated amortization | (934,000) | (806,000) | ||||
Intangible assets, net | 1,460,000 | 1,617,000 | ||||
Useful life of patents | 10 years | |||||
Software [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Costs | 1,286,000 | 1,182,000 | ||||
Accumulated amortization | (742,000) | (727,000) | ||||
Intangible assets, net | $ 544,000 | $ 455,000 | ||||
Useful life of patents | 5 years |
OTHER ASSETS, NET (Details)
OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
OTHER ASSETS, NET [Abstract] | ||||
Deferred commission expense - noncurrent | $ 2,035 | $ 2,083 | $ 2,988 | |
Trade receivables - noncurrent | 706 | 1,025 | 2,171 | |
Other, net of allowance for loss on loan receivable of $412 at June 30, 2016 and $0 at December 31, 2015 | 1,072 | 1,207 | 458 | |
Total | 3,813 | 4,315 | $ 3,937 | $ 5,617 |
Other, allowance for loss on loan receivable | $ 412 | $ 0 |
ACCRUED EXPENSES AND OTHER LI42
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |||
Accrued compensation | $ 744 | $ 1,589 | $ 2,915 |
Accrued expenses - other | 721 | 1,414 | 1,098 |
Other liabilities | 2,585 | 1,508 | 1,570 |
Accrued expenses and other liabilities | $ 4,050 | $ 4,511 | $ 5,583 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Changes in deferred revenue [Roll Forward] | |||||
Deferred revenue at beginning of period | $ 17,903 | $ 21,453 | $ 18,516 | $ 22,532 | |
Deferred revenue at end of period | 17,783 | 19,614 | 17,783 | 19,614 | |
Less: current portion | 9,613 | 11,560 | 9,613 | 11,560 | $ 9,480 |
Long-term deferred revenue at end of period | 8,170 | 8,054 | 8,170 | 8,054 | $ 9,036 |
Deferred Extended Service Contracts [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 115 | 94 | 328 | 305 | |
Recognized as revenue | (199) | (214) | (398) | (445) | |
Deferred In-Service and Training [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 5 | 3 | 8 | 5 | |
Recognized as revenue | (8) | (3) | (13) | (10) | |
Deferred Service Arrangements [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 10 | 5 | 20 | 15 | |
Recognized as revenue | (11) | (20) | (20) | (43) | |
Deferred Commission Revenues [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 2,785 | 1,481 | 5,083 | 3,330 | |
Recognized as revenue | $ (2,817) | $ (3,185) | $ (5,741) | $ (6,075) |
EQUITY (Details)
EQUITY (Details) - Plan 2016 [Member] - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 15, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Company reserved an aggregate shares of common stock (in shares) | 7,500,000 | |
Number of shares granted (in shares) | 0 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | May 29, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Business combination, cash paid | $ 0 | $ 18,000,000 | |||||
Business combination, issue of notes | $ 4,768,000 | 4,768,000 | $ 4,886,000 | ||||
Estimated fair values of the net assets acquired [Abstract] | |||||||
Goodwill and other intangibles | $ 17,412,000 | $ 17,412,000 | $ 17,484,000 | ||||
Business acquisition proforma information [Abstract] | |||||||
Earnings per share - basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | |||
NetWolves, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration for acquisition | $ 18,000,000 | ||||||
Business combination, cash paid | 14,200,000 | $ 14,200,000 | |||||
Estimated fair values of the net assets acquired [Abstract] | |||||||
Cash and cash equivalents | 733,000 | ||||||
Accounts receivable and other current assets | 1,535,000 | ||||||
Other assets | 50,000 | ||||||
Property and equipment | 2,359,000 | ||||||
Accounts payable and other current liabilities | (4,382,000) | ||||||
Long term debt | (1,701,000) | ||||||
Goodwill and other intangibles | 14,375,000 | ||||||
Customer-related intangibles | 5,031,000 | ||||||
Total | 18,000,000 | ||||||
Business acquisition proforma information [Abstract] | |||||||
Revenue | $ 16,088,000 | $ 31,449,000 | |||||
Net income | $ 580,000 | $ 517,000 | |||||
Earnings per share - basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | |||
NetWolves, LLC [Member] | Note [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, issue of notes | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) | May 31, 2016USD ($) | May 29, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Director | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amount of purchase price | $ 0 | $ 18,000,000 | |||||||
Secured subordinated promissory note | $ 4,768,000 | 4,768,000 | $ 4,886,000 | ||||||
Related party transaction, amount borrowed | 0 | 4,550,000 | |||||||
Proceeds from issuance of notes | 300,000 | ||||||||
Income (loss) from joint venture | (77,000) | 0 | |||||||
VSK Medical Limited [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contribution to related parties | 522,000 | 522,000 | |||||||
Receivables due from related parties | 80,000 | 80,000 | |||||||
Income (loss) from joint venture | $ (4,000) | $ 50,000 | $ (77,000) | 46,000 | |||||
VSK Medical Limited [Member] | Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuance of notes | $ 300,000 | ||||||||
Interest rate on promissory note | 1.20% | ||||||||
NetWolves, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amount of purchase price | $ 14,200,000 | $ 14,200,000 | |||||||
Related party transaction, amount borrowed | 100,000 | ||||||||
NetWolves, LLC [Member] | Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Secured subordinated promissory note | $ 3,800,000 | 3,800,000 | 3,800,000 | 3,800,000 | |||||
Related party transaction, amount borrowed | 4,800,000 | ||||||||
Debt instrument, interest rate | 9.00% | 9.00% | |||||||
Director - David Lieberman [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees for legal services | $ 85,000 | 60,000 | $ 170,000 | 120,000 | |||||
Outstanding legal fees amount | 20,000 | $ 0 | $ 20,000 | $ 0 | $ 20,000 | $ 20,000 | |||
Director - David Lieberman [Member] | NetWolves, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, ownership interest | 5.70% | 5.70% | |||||||
Related party transaction, additional ownership interest | 13.50% | 13.50% | |||||||
Director - Peter Castle [Member] | NetWolves, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, ownership interest | 10.40% | 10.40% | |||||||
Directors or Members of Their Family [Member] | NetWolves, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amount borrowed | $ 2,200,000 | ||||||||
Number of directors | Director | 6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Sales Representation Agreement [Abstract] | |
Initial term of sales representation agreement | 3 years |
Amended term of sales representation agreement | 5 years |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Plan 2016 [Member] - shares | 1 Months Ended | 6 Months Ended |
Jul. 31, 2016 | Jun. 30, 2016 | |
Subsequent Event [Line Items] | ||
Number of shares granted (in shares) | 0 | |
Subsequent Event [Member] | Restricted Stock [Member] | Directors and Officers [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares granted (in shares) | 3,600,000 | |
Percentage of shares vested | 0.33% | |
Subsequent Event [Member] | Restricted Stock [Member] | Directors and Officers [Member] | Vesting Period One [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of shares vested | 0.33% | |
Vesting period | 1 year | |
Subsequent Event [Member] | Restricted Stock [Member] | Directors and Officers [Member] | Vesting Period Two [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of shares vested | 0.33% | |
Vesting period | 2 years |