QUARTERLY |
AMERI Holdings, Inc. (Exact name of registrant as specified in its charter)
Registrant's telephone number, including area Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share ( Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ |
Page | |||||
PART I - FINANCIAL INFORMATION | |||||
2016 | 3 | ||||
4 | |||||
5 | |||||
6 | |||||
14 | |||||
21 | |||||
21 | |||||
PART II - OTHER INFORMATION | |||||
23 | |||||
Risk Factors | 23 | ||||
23 | |||||
23 | |||||
23 | |||||
23 | |||||
24 | |||||
26 |
ITEM 1. | FINANCIAL STATEMENTS |
March 31, 2017 | December 31, 2016 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 1,812,600 | $ | 1,379,887 | ||||
Accounts receivable | 9,590,446 | 8,059,910 | ||||||
Investments | 82,908 | 82,908 | ||||||
Other current assets | 866,505 | 542,237 | ||||||
Total current assets | 12,352,459 | 10,064,942 | ||||||
Other assets: | ||||||||
Property and equipment, net | 113,505 | 100,241 | ||||||
Intangible assets, net | 11,845,910 | 8,764,704 | ||||||
Acquired goodwill | 21,879,572 | 17,089,076 | ||||||
Deferred income tax assets, net | 3,488,960 | 3,488,960 | ||||||
Total other assets | 37,327,947 | 29,442,981 | ||||||
Total assets | $ | 49,680,406 | $ | 39,507,923 | ||||
Current liabilities: | ||||||||
Line of credit | 3,956,494 | 3,088,890 | ||||||
Accounts payable | 4,468,533 | 5,130,817 | ||||||
Other accrued expenses | 3,147,210 | 2,165,088 | ||||||
Bank Term Loan | 399,996 | 405,376 | ||||||
Consideration payable – Cash | 4,199,238 | 1,854,397 | ||||||
Consideration payable – Equity | 596,763 | 64,384 | ||||||
Dividend Payable | 499,965 | - | ||||||
Total current liabilities | 17,268,199 | 12,708,952 | ||||||
Long term liabilities: | ||||||||
Convertible notes | 1,250,000 | - | ||||||
Bank Term Loan – Net of Current Portion | 1,023,474 | 1,536,191 | ||||||
Consideration payable – Cash | 3,375,000 | 2,711,717 | ||||||
Consideration payable – Equity | 11,993,723 | 10,887,360 | ||||||
Total Long-term Liabilities | 17,642,197 | 15,135,268 | ||||||
Total liabilities | 34,910,396 | 27,844,220 | ||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.01 par value; 1,000,000 authorized, 363,611 issued and outstanding as of March 31, 2017 and as of December 31, 2016 | 3,636 | 3,636 | ||||||
Common stock, $0.01 par value; 100,000,000 shares authorized, 14,579,417 and 13,885,972 issued and outstanding as of March 31, 2017 and December 31, 2016 respectively. | 145,794 | 138,860 | ||||||
Additional paid-in capital | 19,850,002 | 15,358,839 | ||||||
Accumulated deficit | (5,226,646 | ) | (3,833,588 | ) | ||||
Accumulated other comprehensive income (loss) | 740 | (7,426 | ) | |||||
Non-Controlling Interest | (3,516 | ) | 3,382 | |||||
Total stockholders' equity | 14,770,010 | 11,663,703 | ||||||
Total liabilities and stockholders' equity | $ | 49,680,406 | $ | 39,507,923 |
June 30, 2016 | December 31, 2015 | |||||||
Assets | ||||||||
Cash and cash equivalents | $ | 3,603,663 | $ | 1,878,034 | ||||
Accounts receivable | 4,133,570 | 4,872,082 | ||||||
Investments | 82,908 | |||||||
Other current assets | 481,221 | 343,809 | ||||||
Total current assets | 8,218,454 | 7,176,833 | ||||||
Other assets | ||||||||
Property and equipment, net | 129,343 | 73,066 | ||||||
Intangible assets, net | 2,975,617 | 3,114,513 | ||||||
Acquired goodwill | 3,820,032 | 3,470,522 | ||||||
Total other assets | 6,924,992 | 6,658,101 | ||||||
Total assets | $ | 15,143,446 | $ | 13,834,934 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 3,220,206 | $ | 2,597,385 | ||||
Other accrued expenses | 1,417,098 | 1,093,814 | ||||||
Consideration payable | 1,186,609 | 3,649,267 | ||||||
Short term notes | 1,407,369 | 1,235,935 | ||||||
Total current liabilities | 7,231,282 | 8,576,401 | ||||||
Long term liabilities | ||||||||
Convertible notes | 5,000,000 | 5,000,000 | ||||||
Long term acquisition consideration | 500,000 | - | ||||||
Total long term liabilities | 5,500,000 | 5,000,000 | ||||||
Total liabilities | 12,731,282 | 13,576,401 | ||||||
Stockholders' equity | ||||||||
Preferred stock, $0.01 par value; 1,000,000 authorized, none issued and outstanding | - | |||||||
Common stock, $0.01 par value; 100,000,000 shares authorized, 13,485,472 and 11,639,066 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 134,854 | 118,743 | ||||||
Additional paid-in capital | 5,700,286 | 1,192,692 | ||||||
Retained earnings | (3,422,976 | ) | (1,052,902 | ) | ||||
Total stockholders' equity | 2,412,164 | 258,533 | ||||||
Total liabilities and stockholders' equity | $ | 15,143,446 | $ | 13,834,934 |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Net revenue | $ | 12,340,927 | $ | 7,012,964 | ||||
Cost of revenue | 9,039,577 | 5,365,561 | ||||||
Gross profit | 3,301,350 | 1,647,403 | ||||||
Operating expenses: | ||||||||
Selling and marketing | 332,310 | 31,350 | ||||||
General and administration | 2,701,145 | 2,110,336 | ||||||
Acquisition related expenses | 209,344 | 375,405 | ||||||
Depreciation and amortization | 689,100 | 111,628 | ||||||
Operating expenses | 3,931,899 | 2,628,719 | ||||||
Operating income (loss): | (630,549 | ) | (981,316 | ) | ||||
Interest expense | (90,806 | ) | (113,746 | ) | ||||
Interest income/other income | - | 2,005 | ||||||
Other expense | (4,149 | ) | (2,304 | ) | ||||
Total other income (expenses) | (94,955 | ) | (114, 045 | ) | ||||
Income (loss) before income taxes | (725,504 | ) | (1,095,361 | ) | ||||
Income tax benefit (provision) | (2,020 | ) | ||||||
Net income (loss) after tax | (725,504 | ) | (1,097,381 | ) | ||||
Dividend on Preference Shares | (499,965 | ) | - | |||||
Net income (loss) attributable to the Company | (1,225,469 | ) | (1,097,381 | ) | ||||
Non-Controlling Interest | 3,516 | |||||||
Foreign exchange translation adjustment | 5,335 | (62,890 | ) | |||||
Net income (loss) | $ | (1,216,618 | ) | (1,160,271 | ) | |||
Basic income (loss) per share attributable to the Company | $ | (0.09 | ) | $ | (0.09 | ) | ||
Diluted income (loss) per share attributable to the Company | $ | (0.09 | ) | $ | (0.09 | ) | ||
Basic weighted average number of shares | 14,094,536 | 11,874,361 | ||||||
Diluted weighted average number of shares | 14,094,536 | 11,874,361 |
Three Months Ended June 30, 2016 | Three Months Ended June 30, 2015 | Six Months Ended June 30, 2016 | Six Months Ended June 30, 2015 | |||||||||||||
Net revenue | $ | 6,686,938 | $ | 3,930,938 | $ | 13,699,902 | $ | 8,215,688 | ||||||||
Cost of services | 5,169,538 | 2,948,275 | 10,926,845 | 6,114,355 | ||||||||||||
Gross profit | 1,517,400 | 982,663 | 2,773,057 | 2,101,333 | ||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing | 135,329 | - | 264,462 | - | ||||||||||||
General and administration | 1,977,510 | 489,719 | 3,598,317 | 523,439 | ||||||||||||
Nonrecurring expenditures | 239,815 | 304,924 | 615,220 | 304,924 | ||||||||||||
Depreciation and amortization | 101,385 | 8,048 | 213,013 | 16,315 | ||||||||||||
Operating expenses | 2,454,039 | 802,691 | 4,691,012 | 844,678 | ||||||||||||
Operating income (loss) | (936,639 | ) | 179,972 | (1,917,955 | ) | 1,256,655 | ||||||||||
Interest expense | (270,514 | ) | (25,542 | ) | (384,260 | ) | (25,542 | ) | ||||||||
Interest income/other income | - | 28 | 253 | 28 | ||||||||||||
Other expense | (1,862 | ) | - | (2,414 | ) | - | ||||||||||
Income before income taxes | (1,209,015 | ) | 154,458 | (2,304,376 | ) | 1,231,141 | ||||||||||
Tax benefit / (provision) | 2,020 | (43,489 | ) | - | (43,489 | ) | ||||||||||
Foreign exchange translation | (2,808 | ) | - | (65,698 | ) | - | ||||||||||
Net income (loss) | $ | (1,209,803 | ) | $ | 110,969 | $ | (2,370,074 | ) | $ | 1,187,652 | ||||||
Net and comprehensive income (loss) for the period | $ | (1,209,803 | ) | $ | 110,969 | $ | (2,370,074 | ) | $ | 1,187,652 | ||||||
Basic income (loss) per share | (0.09 | ) | $ | 0.01 | (0.19 | ) | $ | 0.10 | ||||||||
Diluted income (loss) per share | (0.09 | ) | $ | 0.01 | (0.19 | ) | $ | 0.07 | ||||||||
Basic weighted average number of shares | 12,845,057 | 11,639,066 | 12,359,709 | 11,639,066 | ||||||||||||
Diluted weighted average number of shares | 12,845,057 | 17,294,620 | 12,359,709 | 17,294,620 |
Six Months Ended June 30, 2016 | Six Months Ended June 30, 2015 | |||||||
Cash flow from operating activities | ||||||||
Net income | $ | (2,370,074 | ) | $ | 1,187,652 | |||
Adjustment to reconcile net income to net cash used in operating activities | ||||||||
Depreciation | 213,013 | 16,391 | ||||||
Stock, option, restricted stock unit and warrant expense | 443,705 | - | ||||||
Changes in assets and liabilities | ||||||||
Increase (decrease) in: | ||||||||
Accounts receivable | 738,512 | (2,949,126 | ) | |||||
Security deposits | (2,500 | ) | ||||||
Other current assets | (137,412 | ) | (86,930 | ) | ||||
Increase (decrease) in: | ||||||||
Accounts payable and accrued expenses | 946,105 | 422,261 | ||||||
Other current liabilities | - | 295,733 | ||||||
Taxes payable | - | 43,425 | ||||||
Net cash used in operating activities | (166,151 | ) | (1,073,094 | ) | ||||
Cash flow from investing activities | ||||||||
Purchase of and intangible and fixed assets | (130,394 | ) | (989,959 | ) | ||||
Acquisition consideration payable | (3,232,168 | ) | (99,936 | ) | ||||
Investments | 82,908 | - | ||||||
Net cash used in investing activities | (3,279,654 | ) | (1,089,895 | ) | ||||
Cash flow from financing activities | ||||||||
Net proceeds from debt issuance | 171,434 | 5,000,000 | ||||||
Additional stock issued | 5,000,000 | 159,521 | ||||||
Net cash provided by financing activities | 5,171,434 | 5,159,521 | ||||||
Net change in cash and cash equivalents | 1,725,629 | 2,996,532 | ||||||
Cash and cash equivalents as at beginning of the period | 1,878,034 | 1,381,058 | ||||||
Cash at the end of the period | $ | 3,603,663 | $ | 4,377,590 |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Cash flow from operating activities | ||||||||
Net income/(loss) | $ | (1,216,618 | ) | $ | (1,160,271 | ) | ||
Adjustment to reconcile income/(loss) to net cash used in operating activities | ||||||||
Depreciation and amortization | 689,100 | 111,628 | ||||||
Provision for Preference dividend | 499,965 | - | ||||||
Stock, option, restricted stock unit and warrant expense | 566,427 | 101,677 | ||||||
Foreign exchange translation adjustment | 5,335 | (62,890 | ) | |||||
Changes in assets and liabilities: | ||||||||
Increase (decrease) in: | ||||||||
Accounts receivable | (1,530,536 | ) | (57,216 | ) | ||||
Other current assets | (324,267 | ) | 24,983 | |||||
Increase (decrease) in: | ||||||||
Accounts payable and accrued expenses | 472,661 | 1,195,226 | ||||||
Net cash provided by (used in) operating activities | (837,933 | ) | 153,137 | |||||
Cash flow from investing activities | ||||||||
Acquisition of intangible and fixed assets | (10,493 | ) | (131,580 | ) | ||||
Acquisition consideration payable | (311,470 | ) | (1,718,777 | ) | ||||
Investments | - | 82,908 | ||||||
Net cash used in investing activities | (321,963 | ) | (1,767,449 | ) | ||||
Cash flow from financing activities | ||||||||
Proceeds from bank and convertible notes | 1,599,507 | 241,451 | ||||||
Non-Controlling Interests | (6,898 | ) | ||||||
Net cash provided by financing activities | 1,592,609 | 241,451 | ||||||
Net increase (decrease) in cash and cash equivalents | 432,713 | (1,372,861 | ) | |||||
Cash and cash equivalents as at beginning of the period | 1,379,887 | 1,878,034 | ||||||
Cash at the end of the period | $ | 1,812,600 | $ | 505,173 |
NOTE 1. | ORGANIZATION: |
NOTE 2. | BASIS OF PRESENTATION: |
NOTE 3. | BUSINESS COMBINATIONS: |
(a) | A cash payment in the amount of $3,000,000, which was paid at |
(b) | 235,295 shares of |
(c) | $250,000 quarterly cash payments |
(d) | A $1,000,000 cash reimbursement |
(e) | Approximately |
(f) | Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and |
(a) |
Warrants for the purchase of 51,000 shares of |
$255,000, which may become payable |
(a) | A cash payment in the amount of $675,000 which was due within 90 days of closing and was paid on October 21, 2016; |
(b) | 101,250 shares of our common stock at closing; and |
(c) | Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, in 2017, 2018 and 2019. |
(a) | A cash payment in the |
(b) | 1,600,000 shares of our common stock, which are to be issued on July 29, 2018 or upon a change of control of our company (whichever occurs earlier); and |
(c) | Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, in 2017 and 2018. |
(a) | 576,923 shares of our common stock; |
(b) | Unsecured promissory notes issued to ATCG's selling Stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum with a payment schedule of 50% on December 31, 2017 and 50% on June 30, 2018); |
(c) | Earn-out payments in shares of our common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019; and |
(d) | An additional cash payment of $55,687 for cash that was left in ATCG at closing. |
NOTE 4. | REVENUE RECOGNITION: |
NOTE 5. | SHARE-BASED COMPENSATION: |
NOTE 6. |
March 31, 2017 | December 31, 2016 | |||||||
Capitalized intangible assets | $ | 12,513,206 | $ | 10,074,546 | ||||
Accumulated amortization | 667,296 | 1,309,842 | ||||||
Total intangible assets | $ | 11,845,910 | $ | 8,764,704 |
Years ending December 31, | Amount | |||
2017 | $ | 2,258,388 | ||
2018 | 2,955,873 | |||
2019 | 2,727,968 | |||
2020 | 2,652,000 | |||
2021 | 1,251,681 | |||
Total | $ | 11,845,910 |
Amortization Expense | |||
2016 | $388,000 | ||
2017 | $388,000 | ||
2018 | $388,000 | ||
2019 | $363,000 |
NOTE 7. | GOODWILL: |
Six Months Ended | ||||||||
June 30, | ||||||||
2016 | 2015 | |||||||
(in thousands, except per share data) | ||||||||
Basic net income (loss) per share: | ||||||||
Net income (loss) applicable to common shares | $ | (0.19 | ) | $ | 0.11 | |||
Weighted average and common shares outstanding | 12,359 | 11,639 | ||||||
Basic net income (loss) per share of common stock | $ | (0.19 | ) | $ | 0.11 | |||
Diluted net income (loss) per share: | ||||||||
Net income (loss) applicable to common shares | $ | (0.19 | ) | $ | 0.11 | |||
Weighted average and common shares outstanding | 12,359 | 11,639 | ||||||
Dilutive effects of convertible debt, stock options and warrants | - | 5,656 | ||||||
Weighted average common shares, assuming dilutive effect of stock options | 12,359 | 17,294 | ||||||
Diluted net income (loss) per share of common stock | $ | (0.19 | ) | $ | 0.11 |
March 31, 2017 | December 31, 2016 | |||||||
Virtuoso | $ | 939,881 | $ | 939,881 | ||||
DCM | 10,416,000 | 10,416,000 | ||||||
Bigtech | 292,808 | 314,555 | ||||||
Ameri Consulting Service Pvt. Ltd. | 1,948,118 | 1,948,118 | ||||||
Ameri Georgia | 3,470,522 | 3,470,522 | ||||||
ATCG | 4,812,243 | - | ||||||
Total | $ | 21,879,572 | $ | 17,089,076 |
NOTE 8. | EARNINGS (LOSS) PER SHARE: |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Net income (loss) attributable to the Company | $ | (1,225,469 | ) | $ | (1,097,381 | ) | ||
Weighted average common shares outstanding | 14,094,536 | 11,874,361 | ||||||
Basic net income (loss) per share of common stock | $ | (0.09 | ) | $ | (0.09 | ) | ||
Diluted net income (loss) per share of common stock | $ | (0.09 | ) | $ | (0.09 | ) |
Years ending December 31, | (in thousands) | |||
2016 | $ | 90 | ||
2017 | 60 | |||
2018 | 20 | |||
Total | $ | 170 |
NOTE 9. | OTHER ITEMS: |
Number of Shares | Weighted Avg. Exercise Price | |||||||
Options outstanding at December 31, 2015 | 150,000 | 2.67 | ||||||
Granted | 760,500 | $ | 6.86 | |||||
Exercised | — | — | ||||||
Cancelled / Expired | 55,000 | 4.19 | ||||||
Outstanding at June 30, 2016 | 855,500 | $ | 6.30 |
Average Exercise Price | Number of Shares | Remaining Average Contractual Life (in years) | Exercise Price times number of Shares | Weighted Average Exercise Price | Intrinsic Value | ||||||||||||||||||
$ | 6.30 | 855,500 | 4.53 | $ | 5,389,650 | $ | 6.30 | $ | 451,000 |
Weighted Avg. | ||||||||||||||||
Number of | Weighted Avg. | Remaining | Intrinsic | |||||||||||||
Shares | Exercise Price | Term | Value | |||||||||||||
Outstanding at December 31, 2015 | 2,777,777 | 1.80 | 4.41 | $ | 13,333,330 | |||||||||||
Granted | 1,007,000 | 6.00 | — | — | ||||||||||||
Exercised | 1,111,111 | 1.80 | — | |||||||||||||
Outstanding at June 30, 2016 | 2,673,666 | 1.8 | 3.76 | $ | 7,849,997 |
NOTE 10. | BANK DEBT: |
(a) | in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%; |
(b) | in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and |
(c) | in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%. |
NOTE 11. | CONVERTIBLE NOTES: |
NOTE 12. | COMMITMENTS AND CONTINGENCIES: |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
· | Our ability to enter into additional technology-management and consulting agreements, to diversify our client base and to expand the geographic areas we serve; |
· | Our ability to attract competent, skilled professionals and on-demand technology partners for our operations at acceptable prices to manage our overhead; |
· | Our ability to acquire other technology services companies and integrate them with our existing business; |
· | Our ability to raise additional equity capital, if and when we needed; and |
· | Our ability to control our costs of operation as we expand our organization and capabilities. |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Net revenue | $ | 12,340,927 | $ | 7,012,964 | ||||
Cost of revenue | 9,039,577 | 5,365,561 | ||||||
Gross profit | 3,301,350 | 1,647,403 | ||||||
Operating expenses: | ||||||||
Selling and marketing | 332,310 | 31,350 | ||||||
General and administration | 2,701,145 | 2,110,336 | ||||||
Acquisition related expenses | 209,344 | 375,405 | ||||||
Depreciation and amortization | 689,100 | 111,628 | ||||||
Operating expenses | 3,931,899 | 2,628,719 | ||||||
Operating income (loss): | (630,549 | ) | (981,316 | ) | ||||
Interest expense | (90,806 | ) | (113,746 | ) | ||||
Interest income/other income | - | 2,005 | ||||||
Other expense | (4,149 | ) | (2,304 | ) | ||||
Total other income (expenses) | (94,955 | ) | (114, 045 | ) | ||||
Income (loss) before income taxes | (725,504 | ) | (1,095,361 | ) | ||||
Income tax benefit (provision) | (2,020 | ) | ||||||
Net income (loss) after tax | (725,504 | ) | (1,097,381 | ) | ||||
Dividend on Preference Shares | (499,965 | ) | - | |||||
Net income (loss) attributable to the Company | (1,225,469 | ) | (1,097,381 | ) | ||||
Non-Controlling Interest | 3,516 | |||||||
Foreign exchange translation adjustment | 5,335 | (62,890 | ) | |||||
Net income (loss) | $ | (1,216,618 | ) | (1,160,271 | ) | |||
Basic income (loss) per share attributable to the Company | $ | (0.09 | ) | $ | (0.09 | ) | ||
Diluted income (loss) per share attributable to the Company | $ | (0.09 | ) | $ | (0.09 | ) | ||
Basic weighted average number of shares | 14,094,536 | 11,874,361 | ||||||
Diluted weighted average number of shares | 14,094,536 | 11,874,361 |
Three Months Ended June 30, | Three Months Ended June 30, | |||||||
2016 | 2015 | |||||||
Net Revenue | $ | 6,686,938 | $ | 3,930,938 | ||||
Cost of revenue | 5,169,538 | 2,948,275 | ||||||
Gross profit | $ | 1,517,400 | $ | 982,663 | ||||
Operating expenses | ||||||||
Selling and Marketing | $ | 135,329 | $ | - | ||||
General and administrative | 1,977,510 | 489,719 | ||||||
Nonrecurring expenditures | 239,815 | 304,924 | ||||||
Depreciation and amortization | 101,385 | 8,048 | ||||||
Operating expenses | $ | 2,454,309 | $ | 802,691 | ||||
Income from operations | (936,639 | ) | 179,972 | |||||
Interest expense | $ | (270,514 | ) | $ | (25,542 | ) | ||
Interest income | (1,752 | ) | 28 | |||||
Other expense | (110 | ) | - | |||||
Tax benefit/(provision) | 2,020 | (43,489 | ) | |||||
Foreign exchange translation | (2,808 | ) | - | |||||
Net income | $ | (1,209,803 | ) | $ | 110,969 |
Six Months Ended June 30, | Six Months Ended June 30, | |||||||
2016 | 2015 | |||||||
Net Revenue | $ | 13,699,902 | $ | 8,215,688 | ||||
Cost of revenue | 10,926,845 | 6,114,355 | ||||||
Gross profit | $ | 2,773,057 | $ | 2,101,333 | ||||
Operating expenses | ||||||||
Selling and Marketing | $ | 264,462 | $ | - | ||||
General and administrative | 3,598,317 | 523,439 | ||||||
Nonrecurring expenditures | 615,220 | 304,924 | ||||||
Depreciation and amortization | 213,013 | 16,315 | ||||||
Operating expenses | $ | 4,691,012 | $ | 844,678 | ||||
Income from operations | (1,917,955 | ) | 1,256,655 | |||||
Interest expense | $ | (384,260 | ) | $ | (25,542 | ) | ||
Interest income | 253 | 28 | ||||||
Other expense | (2,414 | ) | - | |||||
Tax benefit/(provision) | - | (43,489 | ) | |||||
Foreign exchange translation | (65,698 | ) | - | |||||
Net income | $ | (2,370,074 | ) | $ | 1,187,652 |
(a) | in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%; |
(b) | in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and |
(c) | in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%. |
Exhibit | Description | |
2.1 | Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015, among Spatializer Audio Laboratories, Inc., Ameri100 Acquisition, Inc. and Ameri and Partners Inc. (filed as Exhibit 2.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference). | |
2.2 | Stock Purchase Agreement by and between Ameri Holdings, Inc. and the shareholders of Ameri Consulting Service Private Limited. (filed as Exhibit 10.3 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference). | |
2.3 | Share Purchase Agreement, dated as of November 20, 2015, by and among Ameri Holdings, Inc., Bellsoft, Inc., and all of the shareholders of Bellsoft, Inc. (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference). | |
2.4 | Agreement of Merger and Plan of Reorganization, dated as of July 22, 2016, by and among Ameri Holdings, Inc., Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso, L.L.C. and the sole member of Virtuoso, L.L.C. (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on July 27, 2016 and incorporated herein by reference). | |
2.5 | Membership Interest Purchase Agreement, dated as of July 29, 2016, by and among Ameri Holdings, Inc., DC&M Partners, L.L.C., all of the members of DCM, Giri Devanur and Srinidhi "Dev" Devanur (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 1, 2016 and incorporated herein by reference). | |
2.6 | Share Purchase Agreement, dated as of March 10, 2017, by and among Ameri Holdings, Inc., ATCG Technology Solutions, Inc., all of the stockholders of ATCG, and the Stockholders' representative (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference). | |
3.1 | Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc. (filed as Exhibit 3.1 to | |
3.2 | Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on January 4, 2017 and incorporated herein by reference). | |
Corrected Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.3 to Ameri Holdings, Inc.’s Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on April 18, 2017 and incorporated herein by reference). | ||
3.4 | Amended and Restated Bylaws of Ameri Holdings, Inc. (filed as Exhibit 3.2 to | |
4.1 | Form of | |
4.2 | Form of common stock Purchase Warrant issued by | |
. | ||
4.3 | Common Stock Purchase Warrant, dated May 12, 2016, issued by | |
4.4 | ||
4.5 | Form of 8% Convertible Unsecured Promissory Note due March 2020 (filed as Exhibit 10.2 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference). | |
4.6 | Form of Registration Rights Agreement for 2017 Notes Investors (filed as Exhibit 10.3 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference). | |
4.7 | Form of 6% Unsecured Promissory Note (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference). | |
10.1 |
10.2 | Employment Agreement, dated as of May 26, 2015, between Srinidhi "Dev" Devanur and Ameri Holdings, Inc. (filed as Exhibit 10.5 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference). | |
10.3 | Employment Letter, dated April 24, 2016, between Ameri and Partners Inc and Viraj Patel (filed as Exhibit 10.1 to | |
10.4 | Form of Securities Purchase Agreement for 2017 Notes Investors (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference). | |
10.6 | Loan and Security Agreement, dated as of July 1, 2016, by and among Ameri and Partners Inc, Bellsoft, Inc., Ameri Holdings, Inc., Linear Logics, Corp., Winhire Inc, Giri Devanur, the lenders which become a party to the Loan and Security Agreement, and Sterling National Bank, N.A. (a lender and as agent for the lenders) (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on July 7, 2016 and incorporated herein by reference). | |
Section 302 Certification of Principal Executive Officer | ||
Section 302 Certification of Principal Financial and Accounting Officer | ||
Section 906 Certification of Principal Executive Officer | ||
Section 906 Certification of Principal Financial and Accounting Officer | ||
101** | The following materials from Ameri Holdings, Inc.'s Quarterly Report on Form 10-Q | |
* | Furnished herewith. |
** | In accordance with |
AMERI Holdings, Inc. | ||||
By: | /s/ Giri Devanur | |||
Giri Devanur | ||||
President and Chief Executive Officer | ||||
By: | /s/ Viraj Patel | |||
Chief Financial Officer |