Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VASO Corp | |
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 | 163,503,446 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,695 | $ 2,160 |
Accounts and other receivables, net of an allowance for doubtful accounts and commission adjustments of $3,869 at September 30, 2016 and $3,863 at December 31, 2015 | 9,305 | 11,620 |
Receivables due from related parties | 19 | 209 |
Inventories, net | 2,138 | 1,963 |
Deferred commission expense | 1,803 | 2,252 |
Prepaid expenses and other current assets | 931 | 550 |
Total current assets | 19,891 | 18,754 |
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,585 at September 30, 2016 and $2,976 at December 31, 2015 | 3,986 | 2,888 |
GOODWILL | 17,401 | 17,484 |
INTANGIBLES, net | 6,232 | 6,977 |
OTHER ASSETS, net | 4,434 | 4,315 |
Total Assets | 51,944 | 50,418 |
CURRENT LIABILITIES | ||
Accounts payable | 4,103 | 4,037 |
Accrued commissions | 1,418 | 2,031 |
Accrued expenses and other liabilities | 3,759 | 4,511 |
Sales tax payable | 643 | 671 |
Income taxes payable | 38 | 202 |
Deferred revenue - current portion | 7,830 | 9,480 |
Notes payable and capital lease obligations - current portion | 3,740 | 1,485 |
Due to related party | 239 | 33 |
Total current liabilities | 21,770 | 22,450 |
LONG-TERM LIABILITIES | ||
Notes payable and capital lease obligations | 4,958 | 4,886 |
Notes payable - related parties | 675 | 963 |
Deferred revenue | 10,586 | 9,036 |
Deferred tax liability | 112 | 112 |
Other long-term liabilities | 1,209 | 1,230 |
Total long-term liabilities | 17,540 | 16,227 |
COMMITMENTS AND CONTINGENCIES (NOTE O) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares issued and outstanding at September 30, 2016, and December 31, 2015 | 0 | 0 |
Common stock, $.001 par value; 250,000,000 shares authorized; 173,808,199 and 168,749,889 shares issued at September 30, 2016 and December 31, 2015, respectively; 163,500,112 and 158,441,802 shares outstanding at September 30, 2016 and December 31, 2015, respectively | 174 | 168 |
Additional paid-in capital | 62,771 | 62,263 |
Accumulated deficit | (48,173) | (48,610) |
Accumulated other comprehensive loss | (138) | (80) |
Treasury stock, at cost, 10,308,087 shares at September 30, 2016 and December 31, 2015 | (2,000) | (2,000) |
Total stockholders' equity | 12,634 | 11,741 |
Total liabilities and stockholders' equity | $ 51,944 | $ 50,418 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Accounts and other receivables, allowance for doubtful accounts and commission adjustments | $ 3,869 | $ 3,863 |
PROPERTY AND EQUIPMENT, accumulated depreciation | $ 3,585 | $ 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) | 173,808,199 | 168,749,889 |
Common stock, shares outstanding (in shares) | 163,500,112 | 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Professional sales services | $ 6,583 | $ 7,584 | $ 20,289 | $ 21,010 |
Managed IT systems and services | 9,679 | 8,800 | 29,530 | 11,611 |
Equipment sales and services | 1,282 | 1,017 | 3,481 | 3,077 |
Total revenues | 17,544 | 17,401 | 53,300 | 35,698 |
Cost of revenues | ||||
Cost of professional sales services | 1,325 | 1,701 | 4,318 | 4,748 |
Cost of managed IT systems and services | 5,550 | 5,308 | 17,436 | 6,921 |
Cost of equipment sales and services | 519 | 542 | 1,271 | 1,283 |
Total cost of revenues | 7,394 | 7,551 | 23,025 | 12,952 |
Gross profit | 10,150 | 9,850 | 30,275 | 22,746 |
Operating expenses | ||||
Selling, general and administrative | 9,531 | 8,355 | 28,981 | 21,059 |
Research and development | 117 | 158 | 369 | 430 |
Total operating expenses | 9,648 | 8,513 | 29,350 | 21,489 |
Operating income | 502 | 1,337 | 925 | 1,257 |
Other income (expense) | ||||
Interest and financing costs | (175) | (148) | (516) | (265) |
Interest and other income (expense), net | 104 | 79 | 182 | 225 |
Total other expense, net | (71) | (69) | (334) | (40) |
Income before income taxes | 431 | 1,268 | 591 | 1,217 |
Income tax expense | (103) | (38) | (154) | (51) |
Net income | 328 | 1,230 | 437 | 1,166 |
Other comprehensive income | ||||
Foreign currency translation gain (loss) | 34 | (145) | (58) | (114) |
Comprehensive income | $ 362 | $ 1,085 | $ 379 | $ 1,052 |
Income per common share | ||||
- basic (in dollars per share) | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
- diluted (in dollars per share) | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
Weighted average common shares outstanding | ||||
- basic (in shares) | 160,268 | 157,288 | 158,730 | 156,502 |
- diluted (in shares) | 161,675 | 157,782 | 159,479 | 156,868 |
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 | $ 4 | $ 0 | 338 | 0 | 0 | 342 |
Share-based compensation (in shares) | 3,945 | |||||
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 | (58) | (58) |
Net income | 0 | 0 | 0 | 437 | 0 | 437 |
Balance at Sep. 30, 2016 | $ 174 | $ (2,000) | $ 62,771 | $ (48,173) | $ (138) | $ 12,634 |
Balance (in shares) at Sep. 30, 2016 | 173,808 | (10,308) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 437 | $ 1,166 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 1,584 | 778 |
Deferred income taxes | 135 | 0 |
Loss from interest in joint venture | 29 | 0 |
Provision for doubtful accounts and commission adjustments | 96 | 109 |
Amortization of debt issue costs | 24 | 5 |
Share-based compensation | 342 | 301 |
Provision for allowance for loss on loan receivable | 412 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 2,214 | 7,860 |
Receivables due from related parties | 411 | (85) |
Inventories, net | (374) | (221) |
Deferred commission expense | 448 | (382) |
Other current assets | (422) | (53) |
Other assets, net | (285) | 2,274 |
Accounts payable | 74 | (5) |
Accrued commissions | (613) | (548) |
Accrued expenses and other liabilities | (488) | (2,104) |
Sales tax payable | (27) | (68) |
Income taxes payable | (164) | (25) |
Deferred revenue | (100) | (2,782) |
Notes payable due to related party | (15) | (42) |
Other long-term liabilities | 38 | (299) |
Net cash provided by operating activities | 3,756 | 5,879 |
Cash flows from investing activities | ||
Purchases of equipment and software | (1,412) | (619) |
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 | (1,796) | (17,984) |
Cash flows from financing activities | ||
Net borrowings on revolving line of credit | 2,124 | 136 |
Debt issuance costs | (130) | 0 |
Payroll taxes paid by withholding shares | (6) | 0 |
Repayment of notes payable | (211) | (83) |
Proceeds from notes payable | 0 | 4,800 |
Proceeds from note payable - related party | 300 | 0 |
Payments on notes payable - related parties | (566) | 0 |
Net cash provided by financing activities | 1,511 | 4,853 |
Effect of exchange rate differences on cash and cash equivalents | 64 | 52 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,535 | (7,200) |
Cash and cash equivalents - beginning of period | 2,160 | 9,128 |
Cash and cash equivalents - end of period | 5,695 | 1,928 |
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION | ||
Interest paid | 589 | 66 |
Income taxes paid | 474 | 130 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Inventories transferred to property and equipment, net | 149 | 138 |
Equipment acquired through capital lease | 387 | 0 |
Liability settled through issuance of common stock | $ 178 | $ 0 |
ORGANIZATION AND PLAN OF OPERAT
ORGANIZATION AND PLAN OF OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
ORGANIZATION AND PLAN OF OPERATIONS [Abstract] | |
ORGANIZATION AND PLAN OF OPERATIONS | NOTE A - ORGANIZATION AND PLAN OF OPERATIONS Vaso Corporation was incorporated in Delaware in July 1987. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Vaso” or “management” refer to Vaso Corporation and its subsidiaries. The Company changed its name from Vasomedical, Inc. to Vaso Corporation in November 2016 at its annual shareholders meeting. The name was changed because the Company in the last several years has substantially diversified its business and the original name, Vasomedical, Inc., no longer portrayed the nature of its overall business. In addition, the Company retained the VasoMedical, Inc. name and now uses it exclusively for its proprietary medical device business, as the name originally represented. Overview Vaso Corporation principally operates in three distinct business segments in the healthcare and information technology (“IT”) industries. We manage and evaluate our operations, and report our financial results, through these three business segments. · IT segment, operating through a wholly-owned subsidiary VasoTechnology, Inc., primarily focuses on healthcare IT and managed network technology services; · Professional sales service segment, operating through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses on the sale of healthcare capital equipment for General Electric Healthcare (“GEHC”) into the health provider middle market; and · Equipment segment, operating through a wholly-owned subsidiary VasoMedical, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices. VasoTechnology VasoTechnology, Inc. 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 VasoMedical is the Company’s business division for its proprietary medical device business, including the various design, development, manufacturing, sales and service of medical devices in the domestic and international markets and includes the Vasomedical Global and Vasomedical Solutions business units. 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 | 9 Months Ended |
Sep. 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 September 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 35 $ 104 Total assets $ 1,404 $ 1,168 Total liabilities $ 991 $ 1,007 (in thousands) Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 399 $ 358 $ 1,314 $ 1,183 Net income (loss) $ 84 $ 24 $ 244 $ (199 ) 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 | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | |
SEGMENT REPORTING AND CONCENTRATIONS | NOTE C – SEGMENT REPORTING AND CONCENTRATIONS Vaso Corporation principally operates in three distinct business segments in the healthcare and information technology industries. We manage and evaluate our operations, and report our financial results, through these three 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 a wholly-owned subsidiary VasoMedical, Inc., primarily focuses on the design, manufacture, sale and service of proprietary medical devices. The chief operating decision maker is the Company’s Chief Executive Officer, who, in conjunction with upper management, evaluates segment performance based on operating income and adjusted EBITDA (net income (loss), plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash stock-based compensation). Administrative functions such as finance, human resources, and information technology are centralized and related expenses allocated to each segment. Other costs not directly attributable to operating segments, such as audit, legal, director fees, investor relations, and others, as well as certain assets – primarily cash balances – are reported in the Corporate entity below. There are no intersegment revenues. Summary financial information for the segments is set forth below: (in thousands) Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Revenues from external customers Professional sales service $ 6,583 $ 7,584 $ 20,289 $ 21,010 IT 9,679 8,800 29,530 11,611 Equipment 1,282 1,017 3,481 3,077 Total revenues $ 17,544 $ 17,401 $ 53,300 $ 35,698 Gross Profit Professional sales service $ 5,258 $ 5,883 $ 15,971 $ 16,262 IT 4,129 3,492 12,094 4,690 Equipment 763 475 2,210 1,794 Total gross profit $ 10,150 $ 9,850 $ 30,275 $ 22,746 Operating income (loss) Professional sales service $ 1,606 $ 2,586 $ 5,015 $ 5,464 IT (785 ) (186 ) (2,379 ) (908 ) Equipment 10 (583 ) (700 ) (1,892 ) Corporate (329 ) (480 ) (1,011 ) (1,407 ) Total operating income $ 502 $ 1,337 $ 925 $ 1,257 Capital expenditures Professional sales service $ 57 $ 78 $ 168 $ 184 IT 446 248 1,187 301 Equipment 2 105 57 134 Corporate - - - - Total capital expenditures $ 505 $ 431 $ 1,412 $ 619 (in thousands) September 30, 2016 December 31, 2015 (unaudited) Identifiable Assets Professional sales service $ 11,029 $ 13,854 IT 26,445 25,278 Equipment 7,951 8,735 Corporate 6,519 2,551 Total assets $ 51,944 $ 50,418 In 2016, the Company revised its method for allocating certain corporate expenses to its reportable segments resulting in higher amounts allocated to the IT segment and lower amounts allocated to the professional sales service and equipment segments. Consequently, the IT segment received $232,000 and $590,000 higher allocations for the three and nine months ended September 30, 2016 as compared to the corresponding periods of the prior year. The professional sales service segment received $48,000 and $442,000 lower allocations and the equipment segment received $18,000 and $112,000 lower allocations for the three and nine months ended September 30, 2016 as compared to the corresponding periods of the prior year. For both the three and nine months ended September 30, 2016, GE Healthcare accounted for 38% of revenue, and for the three and nine months ended September 30, 2015, GE Healthcare accounted for 44% and 59% of revenue, respectively. GE Healthcare also accounted for $5.2 million or 56%, and $8.1 million or 69%, of accounts and other receivables at September 30, 2016 and December 31, 2015, respectively. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER COMMON SHARE [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE D – EARNINGS PER COMMON SHARE Basic earnings 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 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 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 September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Basic weighted average shares outstanding 160,268 157,288 158,730 156,502 Dilutive effect of options and unvested restricted shares 1,407 494 749 366 Diluted weighted average shares outstanding 161,675 157,782 159,479 156,868 The following table represents common stock equivalents that were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2016 and 2015, because the effect of their inclusion would be anti-dilutive. (in thousands) For the three months ended For the nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Stock options - 300 - 300 Restricted common stock grants 2,246 - 500 - 2,246 300 500 300 |
ACCOUNTS AND OTHER RECEIVABLES,
ACCOUNTS AND OTHER RECEIVABLES, NET | 9 Months Ended |
Sep. 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 September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Trade receivables $ 12,740 $ 15,252 Due from employees 434 231 Allowance for doubtful accounts and commission adjustments (3,869 ) (3,863 ) Accounts and other receivables, net $ 9,305 $ 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 | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES, NET [Abstract] | |
INVENTORIES, NET | NOTE F – INVENTORIES, NET Inventories, net of reserves, consist of the following (in thousands) September 30, 2016 December 31, 2015 (unaudited) Raw materials $ 496 $ 497 Work in process 357 392 Finished goods 1,285 1,074 $ 2,138 $ 1,963 At September 30, 2016 and December 31, 2015, the Company maintained reserves for slow moving inventories of $786,000 and $861,000, respectively. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLES [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | NOTE G – GOODWILL AND OTHER INTANGIBLES Goodwill aggregating $17,401,000 and $17,484,000 was recorded on the Company’s condensed consolidated balance sheets at September 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 $3,026,000 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 (83 ) Balance at September 30, 2016 (unaudited) $ 17,401 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) September 30, 2016 December 31, 2015 (unaudited) Customer-related Costs $ 5,831 $ 5,831 Accumulated amortization (1,557 ) (926 ) 4,274 4,905 Patents and Technology Costs 2,382 2,423 Accumulated amortization (998 ) (806 ) 1,384 1,617 Software Costs 1,326 1,182 Accumulated amortization (752 ) (727 ) 574 455 $ 6,232 $ 6,977 Patents and technology are amortized on a straight-line basis over their estimated useful lives of ten and eight years, respectively. The cost of significant customer-related intangibles is amortized in proportion to estimated total related revenue; cost of other customer-related intangible assets is amortized on a straight-line basis over the asset's estimated economic life of seven years Amortization expense amounted to $284,000 and $167,000 for the three months ended September 30, 2016, and 2015, respectively, and $847,000 and $502,000 for the nine months ended September 30, 2016 and 2015, respectively. Amortization of intangibles for the next five years is: (in thousands) Years ending December 31, (unaudited) Remainder of 2016 $ 284 2017 1,113 2018 959 2019 837 2020 753 |
OTHER ASSETS, NET
OTHER ASSETS, NET | 9 Months Ended |
Sep. 30, 2016 | |
OTHER ASSETS, NET [Abstract] | |
OTHER ASSETS, NET | NOTE H – OTHER ASSETS, NET Other assets, net consist of the following at September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Deferred commission expense - noncurrent $ 2,497 $ 2,083 Trade receivables - noncurrent 879 1,025 Other, net of allowance for loss on loan receivable of $412 at September 30, 2016 and $0 at December 31, 2015 1,058 1,207 $ 4,434 $ 4,315 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended |
Sep. 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 September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Accrued compensation $ 795 $ 1,589 Accrued expenses - other 809 1,414 Other liabilities 2,155 1,508 $ 3,759 $ 4,511 |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 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 nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Deferred revenue at beginning of period $ 17,783 $ 19,614 $ 18,516 $ 22,532 Additions: Deferred extended service contracts 159 160 488 465 Deferred in-service and training 10 5 18 10 Deferred service arrangements 20 10 40 25 Deferred commission revenues 3,411 3,516 8,492 6,847 Recognized as revenue: Deferred extended service contracts (186 ) (209 ) (584 ) (654 ) Deferred in-service and training (3 ) - (15 ) (10 ) Deferred service arrangements (13 ) (15 ) (33 ) (58 ) Deferred commission revenues (2,765 ) (3,331 ) (8,506 ) (9,407 ) Deferred revenue at end of period 18,416 19,750 18,416 19,750 Less: current portion 7,830 11,174 7,830 11,174 Long-term deferred revenue at end of period $ 10,586 $ 8,576 $ 10,586 $ 8,576 |
DEBT AND LEASE OBLIGATIONS
DEBT AND LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2016 | |
DEBT AND LEASE OBLIGATIONS [Abstract] | |
DEBT AND LEASE OBLIGATIONS | NOTE K – DEBT AND LEASE OBLIGATIONS Debt and lease obligations consist of the following: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Line of credit $ 3,207 $ 1,076 Unsecured term loan 150 154 Notes payable - DFS 262 452 Notes payable - MedTech (net of $87 and $111 in debt issue costs at September 30, 2016 and December 31, 2015, respectively) 4,713 4,689 Notes payable - related parties 675 963 Capital lease obligations 366 - Subtotal 9,373 7,334 Less: current portion (3,740 ) (1,485 ) $ 5,633 $ 5,849 Line of Credit In August 2016, NetWolves' lending institution extended its $3.0 million line of credit and, in September 2016, increased the maximum borrowings to $4.0 million. Advances under the line, which expires on August 26, 2017, bear interest at a rate of LIBOR plus 2.25% (aggregating 2.68% at December 31, 2015 and 2.78% at September 30, 2016) and are secured by substantially all of the assets of NetWolves Network Services, LLC and guaranteed by Vaso Corporation. At September 30, 2016, the Company had drawn approximately $3.2 million against the line. In August 2016, the Company executed an additional $2.0 million line of credit agreement with the same institution. Advances under the line, which expires on August 23, 2017, bear interest at a rate of LIBOR plus 2.25% and are secured by substantially all of the assets of the Company. No advances under the line had been drawn as of September 30, 2016. The line of credit agreement requires the Company to maintain certain restrictive financial covenants. At September 30, 2016, the Company was in compliance with such covenants. Capital Lease Obligations In July 2016, the Company entered into two three-year lease agreements for network equipment installed at its Florida data center. Assets under capital leases and related accumulated amortization is recorded under property and equipment in the accompanying condensed consolidated balance sheets. The future minimum lease payments as of September 30, 2016 are set forth in the following table: (in thousands) Years ending December 31, (unaudited) Remainder of 2016 $ 37 2017 148 2018 148 2019 86 419 Portion representing interest (40 ) Portion representing executory costs (13 ) Total capital lease obligations $ 366 Total amounts payable by the Company under its various debt and capital lease obligations outstanding as of September 30, 2016 are: (in thousands) Years ending December 31, Financing obligations (unaudited) Capital leases (unaudited) Total (unaudited) Remainder of 2016 $ 215 $ 30 $ 245 2017 3,404 123 3,527 2018 - 132 132 2019 5,475 81 5,556 Total $ 9,094 $ 366 $ 9,460 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
EQUITY [Abstract] | |
EQUITY | NOTE L – 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. 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. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2016 | |
BUSINESS COMBINATION [Abstract] | |
BUSINESS COMBINATION | NOTE M – 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 N). 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,except per share data) Three months ended Nine months ended September 30, 2015 September 30, 2015 (unaudited) (unaudited) Revenue $ 17,401 $ 48,850 Net income 1,353 1,584 Earnings per share - basic and diluted $ 0.01 $ 0.01 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
RELATED-PARTY TRANSACTIONS [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE N – 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 M). 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 nine 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 $255,000 were billed by the firm for the three and nine months ended September 30, 2016, respectively, at which date no amounts were outstanding. Fees of approximately $85,000 and $213,000 were billed by the firm through the three and nine month periods ended September 30, 2015, respectively, at which date no amounts were outstanding. In July 2016, the Company made partial principal payments aggregating Chinese yuan RMB1,750,000 (approximately $288,000), plus accrued interest, on notes payable to the president of Life Enhancement Technology Ltd. and the president of Biox Instruments Company Ltd. The notes were issued in conjunction with the acquisition of Genwell Instruments Company Ltd in August 2014. The note balance of RMB4,500,000 (approximately $675,000) matures August 26, 2019. 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. The note was repaid in full in September 2016. At September 30, 2016, the Company had contributed $522,000 to VSK, and $220,000, net, was due to VSK. The Company’s pro-rata share in VSK’s earnings (loss) from operations approximated $48,000 and $(29,000) for the three and nine months ended September 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. VSK earned approximately $97,000 and $143,000 for the three and nine months ended September 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 | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE O – COMMITMENTS AND CONTINGENCIES Litigation The Company is currently, and has been in the past, a party to various legal proceedings, primarily employee related matters, incident to its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the business or consolidated financial condition of the Company. 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 September 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. |
BASIS OF PRESENTATION AND CRI22
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 September 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 35 $ 104 Total assets $ 1,404 $ 1,168 Total liabilities $ 991 $ 1,007 (in thousands) Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 399 $ 358 $ 1,314 $ 1,183 Net income (loss) $ 84 $ 24 $ 244 $ (199 ) |
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) | 9 Months Ended |
Sep. 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 September 30, 2016 As of December 31, 2015 (unaudited) Cash and cash equivalents $ 35 $ 104 Total assets $ 1,404 $ 1,168 Total liabilities $ 991 $ 1,007 (in thousands) Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Total net revenue $ 399 $ 358 $ 1,314 $ 1,183 Net income (loss) $ 84 $ 24 $ 244 $ (199 ) |
SEGMENT REPORTING AND CONCENT24
SEGMENT REPORTING AND CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | |
Summary Financial Information for Segments | Summary financial information for the segments is set forth below: (in thousands) Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Revenues from external customers Professional sales service $ 6,583 $ 7,584 $ 20,289 $ 21,010 IT 9,679 8,800 29,530 11,611 Equipment 1,282 1,017 3,481 3,077 Total revenues $ 17,544 $ 17,401 $ 53,300 $ 35,698 Gross Profit Professional sales service $ 5,258 $ 5,883 $ 15,971 $ 16,262 IT 4,129 3,492 12,094 4,690 Equipment 763 475 2,210 1,794 Total gross profit $ 10,150 $ 9,850 $ 30,275 $ 22,746 Operating income (loss) Professional sales service $ 1,606 $ 2,586 $ 5,015 $ 5,464 IT (785 ) (186 ) (2,379 ) (908 ) Equipment 10 (583 ) (700 ) (1,892 ) Corporate (329 ) (480 ) (1,011 ) (1,407 ) Total operating income $ 502 $ 1,337 $ 925 $ 1,257 Capital expenditures Professional sales service $ 57 $ 78 $ 168 $ 184 IT 446 248 1,187 301 Equipment 2 105 57 134 Corporate - - - - Total capital expenditures $ 505 $ 431 $ 1,412 $ 619 (in thousands) September 30, 2016 December 31, 2015 (unaudited) Identifiable Assets Professional sales service $ 11,029 $ 13,854 IT 26,445 25,278 Equipment 7,951 8,735 Corporate 6,519 2,551 Total assets $ 51,944 $ 50,418 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine months ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) (unaudited) (unaudited) Basic weighted average shares outstanding 160,268 157,288 158,730 156,502 Dilutive effect of options and unvested restricted shares 1,407 494 749 366 Diluted weighted average shares outstanding 161,675 157,782 159,479 156,868 |
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 nine months ended September 30, 2016 and 2015, because the effect of their inclusion would be anti-dilutive. (in thousands) For the three months ended For the nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Stock options - 300 - 300 Restricted common stock grants 2,246 - 500 - 2,246 300 500 300 |
ACCOUNTS AND OTHER RECEIVABLE26
ACCOUNTS AND OTHER RECEIVABLES, NET (Tables) | 9 Months Ended |
Sep. 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 September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Trade receivables $ 12,740 $ 15,252 Due from employees 434 231 Allowance for doubtful accounts and commission adjustments (3,869 ) (3,863 ) Accounts and other receivables, net $ 9,305 $ 11,620 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES, NET [Abstract] | |
Inventories, Net of Reserves | Inventories, net of reserves, consist of the following (in thousands) September 30, 2016 December 31, 2015 (unaudited) Raw materials $ 496 $ 497 Work in process 357 392 Finished goods 1,285 1,074 $ 2,138 $ 1,963 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Sep. 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 (83 ) Balance at September 30, 2016 (unaudited) $ 17,401 |
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) September 30, 2016 December 31, 2015 (unaudited) Customer-related Costs $ 5,831 $ 5,831 Accumulated amortization (1,557 ) (926 ) 4,274 4,905 Patents and Technology Costs 2,382 2,423 Accumulated amortization (998 ) (806 ) 1,384 1,617 Software Costs 1,326 1,182 Accumulated amortization (752 ) (727 ) 574 455 $ 6,232 $ 6,977 |
Amortization of Intangibles | Amortization of intangibles for the next five years is: (in thousands) Years ending December 31, (unaudited) Remainder of 2016 $ 284 2017 1,113 2018 959 2019 837 2020 753 |
OTHER ASSETS, NET (Tables)
OTHER ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
OTHER ASSETS, NET [Abstract] | |
Schedule of Other Assets, Net | Other assets, net consist of the following at September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Deferred commission expense - noncurrent $ 2,497 $ 2,083 Trade receivables - noncurrent 879 1,025 Other, net of allowance for loss on loan receivable of $412 at September 30, 2016 and $0 at December 31, 2015 1,058 1,207 $ 4,434 $ 4,315 |
ACCRUED EXPENSES AND OTHER LI30
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consist of the following at September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Accrued compensation $ 795 $ 1,589 Accrued expenses - other 809 1,414 Other liabilities 2,155 1,508 $ 3,759 $ 4,511 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (unaudited) (unaudited) (unaudited) (unaudited) Deferred revenue at beginning of period $ 17,783 $ 19,614 $ 18,516 $ 22,532 Additions: Deferred extended service contracts 159 160 488 465 Deferred in-service and training 10 5 18 10 Deferred service arrangements 20 10 40 25 Deferred commission revenues 3,411 3,516 8,492 6,847 Recognized as revenue: Deferred extended service contracts (186 ) (209 ) (584 ) (654 ) Deferred in-service and training (3 ) - (15 ) (10 ) Deferred service arrangements (13 ) (15 ) (33 ) (58 ) Deferred commission revenues (2,765 ) (3,331 ) (8,506 ) (9,407 ) Deferred revenue at end of period 18,416 19,750 18,416 19,750 Less: current portion 7,830 11,174 7,830 11,174 Long-term deferred revenue at end of period $ 10,586 $ 8,576 $ 10,586 $ 8,576 |
DEBT AND LEASE OBLIGATIONS (Tab
DEBT AND LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
DEBT AND LEASE OBLIGATIONS [Abstract] | |
Schedule of Debt and Lease Obligations | Debt and lease obligations consist of the following: (in thousands) September 30, 2016 December 31, 2015 (unaudited) Line of credit $ 3,207 $ 1,076 Unsecured term loan 150 154 Notes payable - DFS 262 452 Notes payable - MedTech (net of $87 and $111 in debt issue costs at September 30, 2016 and December 31, 2015, respectively) 4,713 4,689 Notes payable - related parties 675 963 Capital lease obligations 366 - Subtotal 9,373 7,334 Less: current portion (3,740 ) (1,485 ) $ 5,633 $ 5,849 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments as of September 30, 2016 are set forth in the following table: (in thousands) Years ending December 31, (unaudited) Remainder of 2016 $ 37 2017 148 2018 148 2019 86 419 Portion representing interest (40 ) Portion representing executory costs (13 ) Total capital lease obligations $ 366 |
Schedule of Amounts Payable by the Company Under Various Debt and Capital Lease Obligations | Total amounts payable by the Company under its various debt and capital lease obligations outstanding as of September 30, 2016 are: (in thousands) Years ending December 31, Financing obligations (unaudited) Capital leases (unaudited) Total (unaudited) Remainder of 2016 $ 215 $ 30 $ 245 2017 3,404 123 3,527 2018 - 132 132 2019 5,475 81 5,556 Total $ 9,094 $ 366 $ 9,460 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 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,except per share data) Three months ended Nine months ended September 30, 2015 September 30, 2015 (unaudited) (unaudited) Revenue $ 17,401 $ 48,850 Net income 1,353 1,584 Earnings per share - basic and diluted $ 0.01 $ 0.01 |
ORGANIZATION AND PLAN OF OPER34
ORGANIZATION AND PLAN OF OPERATIONS (Details) | 9 Months Ended |
Sep. 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 CRI35
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | ||||||
Cash and cash equivalents | $ 5,695 | $ 1,928 | $ 5,695 | $ 1,928 | $ 2,160 | $ 9,128 |
Total net revenue | 17,544 | 17,401 | 53,300 | 35,698 | ||
Net income (loss) | 328 | 1,230 | 437 | 1,166 | 3,823 | |
Biox [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Cash and cash equivalents | 35 | 35 | 104 | |||
Total assets | 1,404 | 1,404 | 1,168 | |||
Total liabilities | 991 | 991 | $ 1,007 | |||
Total net revenue | 399 | 358 | 1,314 | 1,183 | ||
Net income (loss) | $ 84 | $ 24 | $ 244 | $ (199) |
SEGMENT REPORTING AND CONCENT36
SEGMENT REPORTING AND CONCENTRATIONS (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
SEGMENT REPORTING AND CONCENTRATIONS [Abstract] | |||||
Number of segments | Segment | 3 | ||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 17,544,000 | $ 17,401,000 | $ 53,300,000 | $ 35,698,000 | |
Gross Profit | 10,150,000 | 9,850,000 | 30,275,000 | 22,746,000 | |
Operating income (loss) | 502,000 | 1,337,000 | 925,000 | 1,257,000 | |
Capital expenditures | 505,000 | 431,000 | 1,412,000 | 619,000 | |
Identifiable Assets | 51,944,000 | 51,944,000 | $ 50,418,000 | ||
Professional Sales Service Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Lower allocation of amount to segment | 48,000 | 442,000 | |||
IT Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Higher allocation of amount to segment | 232,000 | 590,000 | |||
Equipment Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Lower allocation of amount to segment | 18,000 | 112,000 | |||
Operating Segments [Member] | Professional Sales Service Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,583,000 | 7,584,000 | 20,289,000 | 21,010,000 | |
Gross Profit | 5,258,000 | 5,883,000 | 15,971,000 | 16,262,000 | |
Operating income (loss) | 1,606,000 | 2,586,000 | 5,015,000 | 5,464,000 | |
Capital expenditures | 57,000 | 78,000 | 168,000 | 184,000 | |
Identifiable Assets | 11,029,000 | 11,029,000 | 13,854,000 | ||
Operating Segments [Member] | IT Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 9,679,000 | 8,800,000 | 29,530,000 | 11,611,000 | |
Gross Profit | 4,129,000 | 3,492,000 | 12,094,000 | 4,690,000 | |
Operating income (loss) | (785,000) | (186,000) | (2,379,000) | (908,000) | |
Capital expenditures | 446,000 | 248,000 | 1,187,000 | 301,000 | |
Identifiable Assets | 26,445,000 | 26,445,000 | 25,278,000 | ||
Operating Segments [Member] | Equipment Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,282,000 | 1,017,000 | 3,481,000 | 3,077,000 | |
Gross Profit | 763,000 | 475,000 | 2,210,000 | 1,794,000 | |
Operating income (loss) | 10,000 | (583,000) | (700,000) | (1,892,000) | |
Capital expenditures | 2,000 | 105,000 | 57,000 | 134,000 | |
Identifiable Assets | 7,951,000 | 7,951,000 | 8,735,000 | ||
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (329,000) | (480,000) | (1,011,000) | (1,407,000) | |
Capital expenditures | 0 | $ 0 | 0 | $ 0 | |
Identifiable Assets | $ 6,519,000 | $ 6,519,000 | $ 2,551,000 |
SEGMENT REPORTING AND CONCENT37
SEGMENT REPORTING AND CONCENTRATIONS, Concentration Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||
Accounts and other receivables | $ 9,305 | $ 9,305 | $ 11,620 | ||
Sales Revenue [Member] | Credit Concentration Risk [Member] | GE Healthcare [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue | 38.00% | 44.00% | 38.00% | 59.00% | |
Percentage of accounts and other receivables | 38.00% | 44.00% | 38.00% | 59.00% | |
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 | $ 5,200 | $ 5,200 | $ 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of basic to diluted shares used in the earnings per share calculation [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 160,268 | 157,288 | 158,730 | 156,502 |
Dilutive effect of options and unvested restricted shares (in shares) | 1,407 | 494 | 749 | 366 |
Diluted weighted average shares outstanding (in shares) | 161,675 | 157,782 | 159,479 | 156,868 |
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 | 300 | 500 | 300 |
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 | 300 | 0 | 300 |
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 | 0 | 500 | 0 |
ACCOUNTS AND OTHER RECEIVABLE39
ACCOUNTS AND OTHER RECEIVABLES, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ACCOUNTS AND OTHER RECEIVABLES, NET [Abstract] | ||
Trade receivables | $ 12,740 | $ 15,252 |
Due from employees | 434 | 231 |
Allowance for doubtful accounts and commission adjustments | (3,869) | (3,863) |
Accounts and other receivables, net | $ 9,305 | $ 11,620 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
INVENTORIES, NET [Abstract] | ||
Raw materials | $ 496,000 | $ 497,000 |
Work in process | 357,000 | 392,000 |
Finished goods | 1,285,000 | 1,074,000 |
Inventories, net | 2,138,000 | 1,963,000 |
Reserves for slow moving inventory | $ 786,000 | $ 861,000 |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Change in carrying amount of goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | $ 17,484,000 | |||||
Foreign currency translation | (83,000) | |||||
Goodwill, Ending Balance | $ 17,401,000 | 17,401,000 | ||||
Other intangible assets, net [Abstract] | ||||||
Intangible assets, net | $ 6,232,000 | $ 6,977,000 | ||||
Goodwill | 17,401,000 | 17,484,000 | 17,401,000 | 17,484,000 | ||
Amortization expense | 284,000 | $ 167,000 | 847,000 | $ 502,000 | ||
Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Remainder of 2016 | 284,000 | |||||
2,017 | 1,113,000 | |||||
2,018 | 959,000 | |||||
2,019 | 837,000 | |||||
2,020 | 753,000 | |||||
Equipment Segment [Member] | ||||||
Change in carrying amount of goodwill [Roll Forward] | ||||||
Goodwill, Ending Balance | 3,026,000 | 3,026,000 | ||||
Other intangible assets, net [Abstract] | ||||||
Goodwill | 3,026,000 | 3,026,000 | 3,026,000 | |||
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 | (1,557,000) | (926,000) | ||||
Intangible assets, net | 4,274,000 | 4,905,000 | ||||
Useful life of patents | 7 years | |||||
Patents and Technology [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Costs | 2,382,000 | 2,423,000 | ||||
Accumulated amortization | (998,000) | (806,000) | ||||
Intangible assets, net | 1,384,000 | 1,617,000 | ||||
Patents and Technology [Member] | Minimum [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Useful life of patents | 8 years | |||||
Patents and Technology [Member] | Maximum [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Useful life of patents | 10 years | |||||
Software [Member] | ||||||
Other intangible assets, net [Abstract] | ||||||
Costs | 1,326,000 | 1,182,000 | ||||
Accumulated amortization | (752,000) | (727,000) | ||||
Intangible assets, net | $ 574,000 | $ 455,000 | ||||
Useful life of patents | 5 years |
OTHER ASSETS, NET (Details)
OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
OTHER ASSETS, NET [Abstract] | ||
Deferred commission expense - noncurrent | $ 2,497 | $ 2,083 |
Trade receivables - noncurrent | 879 | 1,025 |
Other, net of allowance for loss on loan receivable of $412 at September 30, 2016 and $0 at December 31, 2015 | 1,058 | 1,207 |
Total | 4,434 | 4,315 |
Other, allowance for loss on loan receivable | $ 412 | $ 0 |
ACCRUED EXPENSES AND OTHER LI43
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | ||
Accrued compensation | $ 795 | $ 1,589 |
Accrued expenses - other | 809 | 1,414 |
Other liabilities | 2,155 | 1,508 |
Accrued expenses and other liabilities | $ 3,759 | $ 4,511 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Changes in deferred revenue [Roll Forward] | |||||
Deferred revenue at beginning of period | $ 17,783 | $ 19,614 | $ 18,516 | $ 22,532 | |
Deferred revenue at end of period | 18,416 | 19,750 | 18,416 | 19,750 | |
Less: current portion | 7,830 | 11,174 | 7,830 | 11,174 | $ 9,480 |
Long-term deferred revenue at end of period | 10,586 | 8,576 | 10,586 | 8,576 | $ 9,036 |
Deferred Extended Service Contracts [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 159 | 160 | 488 | 465 | |
Recognized as revenue | (186) | (209) | (584) | (654) | |
Deferred In-Service and Training [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 10 | 5 | 18 | 10 | |
Recognized as revenue | (3) | 0 | (15) | (10) | |
Deferred Service Arrangements [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 20 | 10 | 40 | 25 | |
Recognized as revenue | (13) | (15) | (33) | (58) | |
Deferred Commission Revenues [Member] | |||||
Changes in deferred revenue [Roll Forward] | |||||
Additions | 3,411 | 3,516 | 8,492 | 6,847 | |
Recognized as revenue | $ (2,765) | $ (3,331) | $ (8,506) | $ (9,407) |
DEBT AND LEASE OBLIGATIONS (Det
DEBT AND LEASE OBLIGATIONS (Details) $ in Thousands | Jul. 31, 2016Lease | Sep. 30, 2016USD ($) | Aug. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | $ 9,373 | $ 7,334 | ||
Less: current portion | (3,740) | (1,485) | ||
Total | 5,633 | 5,849 | ||
Future Minimum Lease Payments [Abstract] | ||||
Remainder of 2016 | 37 | |||
2,017 | 148 | |||
2,018 | 148 | |||
2,019 | 86 | |||
Total | 419 | |||
Portion representing interest | (40) | |||
Portion representing executory costs | (13) | |||
Total capital lease obligations | 366 | |||
Financing Obligations [Abstract] | ||||
Remainder of 2016 | 215 | |||
2,017 | 3,404 | |||
2,018 | 0 | |||
2,019 | 5,475 | |||
Total | 9,094 | |||
Capital Leases [Abstract] | ||||
Remainder of 2016 | 30 | |||
2,017 | 123 | |||
2,018 | 132 | |||
2,019 | 81 | |||
Total | 366 | |||
Debt and Capital Lease Obligations, Future Minimum Payments [Abstract] | ||||
Remainder of 2016 | 245 | |||
2,017 | 3,527 | |||
2,018 | 132 | |||
2,019 | 5,556 | |||
Total | 9,460 | |||
Line of Credit [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | $ 3,207 | $ 1,076 | ||
Interest rate effective percentage | 2.78% | 2.68% | ||
Line of Credit [Member] | First Agreement [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Line of credit facility, maximum borrowing capacity amount | $ 4,000 | $ 3,000 | ||
Amount of line of credit drawn | $ 3,200 | |||
Line of Credit [Member] | First Agreement [Member] | LIBOR [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Interest rate percentage | 2.25% | |||
Line of Credit [Member] | Second Agreement [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Line of credit facility, maximum borrowing capacity amount | $ 2,000 | |||
Amount of line of credit drawn | $ 0 | |||
Line of Credit [Member] | Second Agreement [Member] | LIBOR [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Interest rate percentage | 2.25% | |||
Unsecured Term Loan [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | $ 150 | $ 154 | ||
Notes Payable [Member] | DFS [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | 262 | 452 | ||
Notes Payable [Member] | MedTech [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | 4,713 | 4,689 | ||
Debt issuance cost | 87 | 111 | ||
Notes Payable [Member] | Related Parties [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | 675 | 963 | ||
Capital Lease Obligations [Member] | ||||
Summary of Debt and Lease Obligations [Abstract] | ||||
Debt and lease obligations | $ 366 | $ 0 | ||
Number of capital lease agreements | Lease | 2 | |||
Term of capital lease | 3 years |
EQUITY (Details)
EQUITY (Details) - Plan 2016 [Member] - shares | Jul. 31, 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 | |
Directors and Officers [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted (in shares) | 3,600,000 | |
Percentage of shares vested | 0.33% | |
Directors and Officers [Member] | Restricted Stock [Member] | Vesting Period One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of shares vested | 0.33% | |
Vesting period | 1 year | |
Directors and Officers [Member] | Restricted Stock [Member] | Vesting Period Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of shares vested | 0.33% | |
Vesting period | 2 years |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | May 29, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Business combination, cash paid | $ 0 | $ 18,000,000 | |||
Estimated fair values of the net assets acquired [Abstract] | |||||
Goodwill and other intangibles | 17,401,000 | $ 17,484,000 | |||
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 | $ 17,401,000 | 48,850,000 | |||
Net income | $ 1,353,000 | $ 1,584,000 | |||
Earnings per share - basic and diluted (in dollars per share) | $ 0.01 | $ 0.01 | |||
NetWolves, LLC [Member] | Note [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, issue of notes | $ 3,800,000 | $ 3,800,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) | May 31, 2016USD ($) | May 29, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Director | Sep. 30, 2016CNY (¥)Director | Sep. 30, 2015USD ($) | Sep. 30, 2016CNY (¥) |
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amount of purchase price | $ 0 | $ 18,000,000 | |||||||
Related party transaction, amount borrowed | 0 | 4,800,000 | |||||||
Proceeds from issuance of notes | 300,000 | 0 | |||||||
Income (loss) from joint venture | (29,000) | 0 | |||||||
VSK Medical Limited [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contribution to related parties | $ 522,000 | 522,000 | |||||||
Receivables due from related parties | 220,000 | 220,000 | |||||||
Income (loss) from joint venture | 48,000 | $ 97,000 | (29,000) | 143,000 | |||||
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 | ||||||
Related party transaction, amount borrowed | $ 4,800,000 | ||||||||
Debt instrument, interest rate | 9.00% | 9.00% | 9.00% | ||||||
Director - David Lieberman [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees for legal services | $ 85,000 | 85,000 | $ 255,000 | 213,000 | |||||
Outstanding legal fees amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Director - David Lieberman [Member] | NetWolves, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, ownership interest | 5.70% | 5.70% | 5.70% | ||||||
Related party transaction, additional ownership interest | 13.50% | 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% | 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 | 9 | 9 | |||||||
President - (LET) & President of Biox Instruments Company Ltd. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, principal payment | $ 288,000 | ¥ 1,750,000 | |||||||
President - (LET) & President of Biox Instruments Company Ltd. [Member] | Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, note balance | $ 675,000 | $ 675,000 | ¥ 4,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Sales Representation Agreement [Abstract] | |
Initial term of sales representation agreement | 3 years |
Amended term of sales representation agreement | 5 years |