Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | AMERI Holdings, Inc. | |
Entity Central Index Key | 890,821 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,485,472 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and Cash Equivalents | $ 505,173 | $ 1,878,034 |
Accounts receivable | $ 4,929,298 | 4,872,082 |
Investments | 82,908 | |
Other Current Assets | $ 318,826 | 343,809 |
Total Current Assets | 5,753,297 | 7,176,833 |
Other assets: | ||
Property and equipment, net | 134,914 | 73,066 |
Intangible assets - net | 3,072,617 | 3,114,513 |
Acquired goodwill | 3,670,522 | 3,470,522 |
Total other assets | 6,878,053 | 6,658,101 |
Total Assets | 12,631,350 | 13,834,934 |
Current Liabilities: | ||
Accounts payable | 2,587,069 | 2,597,385 |
Other accrued expenses | 2,236,466 | 1,093,814 |
Consideration payable | 1,630,490 | 3,649,267 |
Short term notes | 1,477,386 | 1,235,935 |
Total Current Liabilities | 7,931,411 | 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 current and long-term liabilities | $ 13,431,411 | $ 13,576,401 |
Stockholders' Equity: | ||
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Common shares, $.01 par value, 100,000,000 shares authorized, 11,874,361 and 11,874,361 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 118,743 | $ 118,743 |
Additional Paid-In Capital | 1,294,369 | 1,192,692 |
Retained earnings | (2,213,173) | (1,052,902) |
Total stockholders' equity | (800,061) | 258,533 |
Total liabilities and stockholders' equity | $ 12,631,350 | $ 13,834,934 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 11,874,361 | 11,874,361 |
Common stock, outstanding shares | 11,874,361 | 11,874,361 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 7,012,964 | $ 4,284,750 |
Cost of revenue | 3,865,561 | 3,166,080 |
Gross profit | 3,147,403 | $ 1,118,670 |
Operating expenses: | ||
Selling and marketing | 31,350 | |
General and administration | 3,610,336 | $ 33,720 |
Nonrecurring expenditures | 375,405 | |
Depreciation and amortization | 111,628 | $ 8,267 |
Operating expenses | 4,128,719 | 41,987 |
Operating income (loss): | (981,316) | $ 1,076,683 |
Interest expense | (113,746) | |
Interest income/other income | 2,005 | |
Other expense | (2,304) | |
Income before income taxes | (1,095,361) | $ 1,076,683 |
Tax provision | (2,020) | |
Foreign exchange translation | (62,890) | |
Net income (loss) | (1,160,271) | $ 1,076,683 |
Net and comprehensive income (loss) for the period | $ (1,160,271) | $ 1,076,683 |
Basic income (loss) per share | $ (0.10) | $ 0.11 |
Diluted income (loss) per share | $ (0.10) | $ 0.11 |
Basic weighted average number of shares | 11,874,361 | 9,992,828 |
Diluted weighted average number of shares | 11,874,361 | 9,992,828 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ (1,160,271) | $ 1,076,683 |
Adjustment to reconcile net income to net cash provided by (used in) operating activities | ||
Depreciation | 111,628 | $ 8,343 |
Stock, option, RSU and warrant expense | 101,677 | |
Changes in assets and liabilities: | ||
Accounts receivable | (57,216) | $ (1,247,104) |
Other current assets | 24,983 | (805) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 1,132,336 | (68,123) |
Consideration payable | (1,718,777) | (100,000) |
Net cash provided by operating activities | (1,565,640) | (331,006) |
Cash flows from investing activities: | ||
Purchase of and intangible and fixed assets | (131,580) | (9,341) |
Investments | 82,908 | (340,000) |
Net cash used in investing activities | (48,672) | $ (349,341) |
Cash flows from financing activities: | ||
Net proceeds from debt issuance | $ 241,451 | |
Additional stock issued | $ 125,000 | |
Net cash provided by financing activities | $ 241,451 | 125,000 |
Net increase in cash and cash equivalents | (1,372,861) | (555,347) |
Cash and cash equivalents as at beginning of the period | 1,878,034 | 1,381,058 |
Cash at the end of the period | $ 505,173 | $ 825,621 |
1 ORGANIZATION
1 ORGANIZATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION: AMERI Holdings, Inc., along with its wholly owned subsidiaries ("AMERI", the "Company", "we", or "our"), is a strategic consulting firm that brings a synergistic blend of classic consulting and product-based consulting services to its customer base. Headquartered in Princeton, New Jersey, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology. |
2 BASIS OF PRESENTATION
2 BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION: The accompanying audited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying audited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying audited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for information technology professional services, the length of the sales cycle associated with our service offerings, the number, size, and scope of our projects and the efficiency with which we utilize our employees. Substantially all of our revenue is generated within North America. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. |
3 BUSINESS COMBINATIONS
3 BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Bellsoft, Inc. . 1 A cash payment in the amount of $3,000,000 at closing, 2 235,295 shares of AMERI's common stock issued at closing, 3 $250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016, 4 A $1,000,000 cash reimbursement to be paid 5 days following closing to compensate Bellsoft for a portion of its approximate cash balance as of September 1, 2015, 5 Approximately $2,500,000 to be paid within 30 days of closing in connection with the excess of Bellsoft's accounts receivable over its accounts payable as of September 1, 2015, and 6 Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and EBITDA targets specified in the Bellsoft purchase agreement, subject to downward or upward adjustment depending on actual results. In the first quarter of 2016 the Company adjusted the estimate for the earnout to paid from $400,000 to $500,000, a year for 2016 and 2017, respectively. The Company and Bellsoft expect closing of open items during 2016 with the exception of any 2017 earned-out payment. Simultaneously with our acquisition of Bellsoft, Bellsoft entered into a Revolving Credit and Security Agreement (the "Credit Facility") with Federal National Payables, Inc., a Delaware corporation doing business as Federal National Commercial Credit (the "Lender" or "FNCC"). Up to $6 million principal amount of advances may be extended under the Credit Facility. The Credit Facility will be used to pay a portion of the costs associated with the acquisition of Bellsoft, with the balance being available for general working capital of Bellsoft. The Credit Facility has a term of two years, which will automatically renew unless a written notice of termination is given by Bellsoft or the Lender to the other at least 60 days prior to the end of the original or any renewed term. Interest under the Credit Facility will accrue on the higher of (a) the outstanding principal amount of advances under the Credit Facility and (b) $2,000,000 at a per annum rate equal to the Prime Rate plus 1.00%, which will be payable monthly in arrears. With each payment of interest, Bellsoft will also pay a servicing fee of 0.38% multiplied by the higher of (a) the average daily principal amount of advances under the Credit Facility for the previous calendar month or portion thereof and (b) $2,000,000. The Credit Facility is secured by substantially all of Bellsoft's assets. The amounts borrowed by Bellsoft under the Credit Facility are guaranteed by us. Reverse Merger |
4 REVENUE RECOGNITION
4 REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION: The Company recognizes revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two specific categories: time and materials and fixed-price. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time and materials, fixed-price, or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended March 31, 2016. |
5 SHARE-BASED COMPENSATION_
5 SHARE-BASED COMPENSATION: | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SHARE-BASED COMPENSATION: | NOTE 5. SHARE-BASED COMPENSATION: On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the "Plan") and a grant of discretionary authority to the executive officers to implement and administer the Plan. The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants (all of which can be incentive stock options). The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. During the three months ended March 31, 2016, we granted options to purchase 105,000 shares of our common stock to employees. |
6 INCOME TAXES
6 INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
INCOME TAXES | NOTE 6. INCOME TAXES: The Company recorded a tax provision of $2,020 and $0 for the three months ended March 31, 2016 and 2015, respectively. The effective tax reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill. We assess the reliability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire. We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of March 31, 2016, the gross amount of unrecognized tax benefits exclusive of interest and penalties was zero. We have identified no other uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending December 31, 2016. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
7 INTANGIBLE ASSETS
7 INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7. INTANGIBLE ASSETS: We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $97,000 and $6,250 during the three months ended March 31, 2016 and 2015 respectively. This amortization expense relates to customer lists, which expire through 2020. Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for the current year and the following four years ending December 31 is as follows: Amortization Expense (in thousands) 2016 $ 388,000 2017 $ 388,000 2018 $ 388,000 2019 $ 363,000 The Company has its own software products, namely Simple APO, Langer Index, and IBP. Total costs incurred for developing these products during the three months ended March 31, 2016 was $54,945 and have been capitalized. These costs will be amortized over the useful life once all substantial testing has been completed. Of the acquisition consideration paid for Bellsoft, $1.81 million was for its customer list, which is considered an intangible asset that was acquired by the Company. |
8 NET INCOME (LOSS) PER SHARE
8 NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 8. NET INCOME (LOSS) PER SHARE: A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ (0.10 ) $ 0.11 Weighted average common shares outstanding 11,874 9,992 Basic net income (loss) per share of common stock $ (0.10 ) $ 0.11 Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (0.10 ) $ 0.11 Weighted average common shares outstanding 11,874 9,992 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 11,874 9,992 Diluted net income (loss) per share of common stock $ (0.10 ) $ 0.11 As of March 31, 2016, there were approximately 338,189 share-based awards outstanding, respectively, under the Company's equity plans leaving 1,661,811 share-based units available under the Plan. During the three months ended March 31, 2016, we granted options to purchase 105,000 shares of our common stock to employees. Due to the Company's net loss, potential dilutive shares were not included in the calculation of diluted EPS on March 31, 2016, as it will have an antidilutive effect. |
9 COMMITMENTS AND CONTINGENCIES
9 COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES: Operating Leases The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2016 and 2018. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions, and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $26,222 and $3,312 for the three months ended March 31, 2016 and March 31, 2015, respectively. The increase during these periods is due to new office space that was leased by the Company in Princeton, New Jersey on July 1, 2015 and the addition of office space through the acquisition of Bellsoft. The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2017. The future minimum rental payments under these lease agreements are as follows: Years ending December 31, (In thousands) 2016 $ 90 2017 60 2018 20 Total $ 170 |
10 OPTIONS
10 OPTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
OPTIONS | NOTE 10. OPTIONS As of March 31, 2016 and March 31, 2015, the Company had issued and outstanding option s to purchase 255,000 and 0 shares of our common stock, respectively. There were no options outstanding and there was no option activity prior to March 31, 2015. On January 22, 2016, the Company issued an option to purchase 5,000 shares of common stock. This option grant vests over 3 years at an exercise price of $6.02 and expire on January 22, 2021. The option is valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 3.25 years, expected volatility of 50%, date of issue risk free interest rate of 1.49%, and expected dividend yield of 0%. The value on the grant date of the options was $10,944 and the option expense for March 31, 2016 and 2015 was determined to be $702 and $0, respectively. As of March 31, 2016, no options have been exercised. On January 28, 2016, the Company issued an option to purchase 100,000 shares of common stock. This option grant vests over 3 years at an exercise price of $6.02 and expires on January 28, 2021. The option is valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 3.25 years, expected volatility of 50%, date of issue risk free interest rate of 1.40%, and expected dividend yield of 0%. The value on the grant date of the options was $218,314 and the option expense for March 31, 2016 and 2015 was determined to be $12,795 and $0, respectively. As of March 31, 2016, no options have been exercised. Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 105,000 $ 6.02 Exercised Outstanding at March 31, 2016 255,000 $ 4.05 As of March 31, 2016 and March 31, 2015 the outstanding options had a weighted average remaining term and intrinsic value of 4.53 and 0 years and $84,660 and $0, respectively. Outstanding and Exercisable Options Average Exercise Price Number of Shares Remaining Average Contractual Life (in years) Exercise Price times number of Shares Weighted Average Exercise Price Intrinsic Value $ 4.05 255,000 4.53 $ 1,032,600 $ 4.05 $ 84,660 The options are valued using the Black-Scholes pricing model. The expensed amount for options for March 31, 2016 and 2015 was determined to be $28,678 and $0, respectively. |
11 WARRANTS
11 WARRANTS | 3 Months Ended |
Mar. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
WARRANTS | NOTE 11. WARRANTS On May 26, 2015, the Company issued a warrant for the purchase of 2,777,777 shares of its common stock to Lone Star Value, which vested immediately, hasan exercise price of $1.80 and expires on May 26, 2020. The warrant is valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include stock price on the measurement date of $1.50, expected term of 2.5 years, expected volatility of 50%, risk free interest rate of 1.53%, and expected dividend yield of 0%. The value on the grant date of the warrant was $1,078,523 and the expense for each of March 31, 2016 and March 31, 2015 was determined to be $0. On May 13, 2016, Lone Star Value completed an early partial exercise of its 2015 warrant (the "Original Warrant") for 1,111,111 shares the Company's common stock at a price of $1.80 per share, for total consideration to the Company of $2,000,000 and a replacement warrant for the remaining 1,166,666 shares under the Original Warrant on the same terms as the Original Warrant. Lone Star Value also agreed to an amendment of its 5% Convertible Note, issued by the Company on May 26, 2015 (the "Note"), to extend the maturity of the Note for two years in exchange for (i) the right to request that the Board of Directors of the Company (the "Board") expand the size of the Board to nine directors from the current eight, with Lone Star Value having the right to designate up to four of the nine directors, and (ii) the issuance of a new five-year warrant (the "New Warrant") for the purchase of 1,000,000 shares of the Company's common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant, except the New Warrant may only be exercised for cash. Lone Star Value's Registration Rights Agreement, dated May 26, 2015, with us was also amended and restated to include the shares of common stock issuable under the New Warrant. There was no warrant activity in 2015. Below is a table summarizing the Company's outstanding warrants as of December 31, 2015 and March 31, 2016: Weighted Avg. Number of Weighted Avg. Remaining Intrinsic Shares Exercise Price Term Value Outstanding at December 31, 2015 2,777,777 1.8 4.41 $ 13,333,330 Granted Outstanding at March 31, 2016 2,777,777 1.8 4.15 $13,333,330 For the three months ended March 31, 2016 and March 31, 2015, the Company incurred no warrants based expense. |
12 RESTRICTED STOCK UNITS_
12 RESTRICTED STOCK UNITS: | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RESTRICTED STOCK UNITS: | NOTE 12. RESTRICTED STOCK UNITS: On August 4, 2015, the Company issued restricted stock units for the right to receive, at settlement, 83,189 shares of common stock. Prior to this issuance there had been no restricted stock unit grants. This tranche of restricted stock units is valued at $3.51 or market value on the date of the grant and vest over 1 year. The value on the grant date of the restricted stock units was $291,994 and the restricted stock units expense for March 31, 2016 and March 31, 2015 was determined to be $72,999 and $0, respectively. As of March 31, 2016, no restricted stock units were vested. |
13 SUBSEQUENT EVENTS
13 SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS: On April 20, 2016, the Company entered into a Stock Purchase Agreement with Dhruwa N. Rai, pursuant to which Mr. Rai purchased from the Company 500,000 unregistered shares of its common stock at a price per share of $6.00 for aggregate consideration to the Company of $3,000,000. On May 10, 2016, the Company increased the size of the Board to eight people. Following the increase in the size of the Board, the Board appointed Dhruwa N. Rai, a member of the advisory council of Ameri and Partners Inc., one of the Company's operating subsidiaries, to fill the vacancy created by such increase, effective immediately. On May 10, 2016, the Company also formed an Executive Strategy Committee, which will consider, and advise the Board on, strategic opportunities of the Company. Following the formation of the Executive Strategy Committee, the Board appointed Mr. Rai as its chairman and Giri Devanur, the Company's President and Chief Executive Officer, and Srinidhi "Dev" Devanur, the Company's Executive Vice Chairman, as additional members of the committee. Upon Mr. Rai's appointment to the Board and the Executive Strategy Committee, the Compensation Committee granted Mr. Rai an option to purchase 500,000 shares of common stock of the Company, with an exercise price of $7.00, and restricted stock units to receive 500,000 shares of common stock of the Company in consideration of Mr. Rai's service to the Board of Directors and the Executive Strategy Committee. On May 13, 2016, Lone Star Value completed an early partial exercise of its Original Warrant for 1,111,111 shares of the Company's common stock at a price of $1.80 per share, for total consideration to the Company of $2,000,000 and a replacement warrant for the remaining 1,166,666 shares under the Original Warrant on the same terms as the Original Warrant. Lone Star Value also agreed to an amendment of Note to extend the maturity of the Note for two years in exchange for (i) the right to request that the Board expand the size of the Board to nine directors from the current eight, with Lone Star Value having the right to designate up to four of the nine directors, and (ii) the issuance of a new five-year warrant for the purchase of 1,000,000 shares of the Company' common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant, except the New Warrant may only be exercised for cash. Lone Star Value's Registration Rights Agreement, dated May 26, 2015, with us was also amended and restated to include the shares of common stock issuable under the New Warrant. |
7 INTANGIBLE ASSETS (Tables)
7 INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated annual amortization expense | Amortization Expense (in thousands) 2016 $ 388,000 2017 $ 388,000 2018 $ 388,000 2019 $ 363,000 |
8 NET INCOME (LOSS) PER SHARE (
8 NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
A reconciliation of net income and weighted average shares used in computing basic and diluted net income | Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ (0.10 ) $ 0.11 Weighted average common shares outstanding 11,874 9,992 Basic net income (loss) per share of common stock $ (0.10 ) $ 0.11 Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (0.10 ) $ 0.11 Weighted average common shares outstanding 11,874 9,992 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 11,874 9,992 Diluted net income (loss) per share of common stock $ (0.10 ) $ 0.11 |
9 COMMITMENTS AND CONTINGENCI21
9 COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Future minimum rental payments under these lease agreements | Years ending December 31, (In thousands) 2016 $ 90 2017 60 2018 20 Total $ 170 |
10 OPTIONS (Tables)
10 OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options | Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 105,000 $ 6.02 Exercised Outstanding at March 31, 2016 255,000 $ 4.05 |
Outstanding and Exercisable Options | Average Exercise Price Number of Shares Remaining Average Contractual Life (in years) Exercise Price times number of Shares Weighted Average Exercise Price Intrinsic Value $ 4.05 255,000 4.53 $ 1,032,600 $ 4.05 $ 84,660 |
11 WARRANTS (Tables)
11 WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Outstanding warrants | Weighted Avg. Number of Weighted Avg. Remaining Intrinsic Shares Exercise Price Term Value Outstanding at December 31, 2015 2,777,777 1.8 4.41 $ 13,333,330 Granted Outstanding at March 31, 2016 2,777,777 1.8 4.15 $13,333,330 |
3 BUSINESS COMBINATIONS (Detail
3 BUSINESS COMBINATIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Business Combinations [Abstract] | |
Cash payment at closing | $ 3,000,000 |
Shares of AMERI's common stock issued at closing | shares | 235,295 |
Quarterly cash payments to be paid on the last day of each calendar quarter of 2016 | $ 250,000 |
Cash reimbursement to be paid 5 days following closing | 1,000,000 |
To be paid within 30 days of closing | 2,500,000 |
Earn-out payments a year for 2016 and 2017 | $ 500,000 |
6 INCOME TAXES (Details Narrati
6 INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ 2,020 |
7 INTANGIBLE ASSETS - Estimated
7 INTANGIBLE ASSETS - Estimated annual amortization expense (Details) | Mar. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated amortization expense 2016 | $ 388,000 |
Estimated amortization expense 2017 | 388,000 |
Estimated amortization expense 2018 | 388,000 |
Estimated amortization expense 2019 | $ 363,000 |
7 INTANGIBLE ASSETS (Details Na
7 INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 97,000 | $ 6,250 |
Intangible assets of acquisition | $ 814,522 | |
Cost of building an App | $ 54,945 |
5 SHARE-BASED COMPENSATION_ (De
5 SHARE-BASED COMPENSATION: (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Restricted stock units to certain members of the Board of Directors | 83,189 | 105,000 |
8 NET INCOME (LOSS) PER SHARE -
8 NET INCOME (LOSS) PER SHARE - A reconciliation of basic and diluted net income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (0.10) | $ 0.11 |
Weighted average common shares outstanding | 11,874 | 9,992 |
Basic net income (loss) per share of common stock | $ (0.10) | $ 0.11 |
Diluted net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (0.10) | $ 0.11 |
Weighted average common shares outstanding | 11,874 | 9,992 |
Dilutive effects of convertible debt, stock options and warrants | ||
Weighted average common shares, assuming dilutive effect of stock options | 11,874 | 9,992 |
Diluted net income (loss) per share of common stock | $ (0.10) | $ 0.11 |
8 NET INCOME (LOSS) PER SHARE30
8 NET INCOME (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Share-based awards outstanding | 338,189 | |
Share-based awards available | 1,661,811 | |
Number of options granted for purchase to employees | 83,189 | 105,000 |
9 COMMITMENTS AND CONTINGENCI31
9 COMMITMENTS AND CONTINGENCIES - Future minimum rental payments (Details) | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Years ending March 31, | |
2,016 | $ 90,000 |
2,017 | 60,000 |
2,018 | 20,000 |
Total | $ 170,000 |
9 COMMITMENTS AND CONTINGENCI32
9 COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Rent expense | $ 26,222 | $ 3,312 |
10 OPTIONS - Options (Details)
10 OPTIONS - Options (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Shares | |
Outstanding, Beginning Balance | shares | 150,000 |
Granted | shares | 105,000 |
Exercised | shares | |
Outstanding, Ending Balance | shares | 255,000 |
Weighted Average Exercise Price | |
Outstanding, Beginning Balance | $ / shares | $ 2.67 |
Granted | $ / shares | $ 6.02 |
Exercised | $ / shares | |
Outstanding, Ending Balance | $ / shares | $ 4.05 |
10 OPTIONS - Outstanding and Ex
10 OPTIONS - Outstanding and Exercisable Options (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Average Exercise Price | $ / shares | |
Number of Shares Exercisable | shares | 255,000 |
Remaining Average Contractual Life (in years) | 4 years 6 months 5 days |
Exercise Price times number of Shares | $ | $ 1,032,600 |
Weighted Average Exercise Price | $ / shares | $ 4.05 |
Intrinsic Value | $ | $ 84,660 |
12 RESTRICTED STOCK UNITS_ (Det
12 RESTRICTED STOCK UNITS: (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of restricted shares issued for the right to receive at settlement | $ 83,189 |
Value per unit | $ / shares | $ 3.51 |
Value on the grant date | $ 291,994 |