Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 20, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | AMERI Holdings, Inc. | ||
Entity Central Index Key | 890,821 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | true | ||
Amendment Description | Adding XBRL to the 10-K filing | ||
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 | 14,579,417 | ||
Public Float | $ 19,980,088 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
AUDITED CONDENSED CONSOLIDATED
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 1,379,887 | $ 1,878,034 |
Accounts receivable | 8,059,910 | 4,872,082 |
Investments | 82,908 | 82,908 |
Other current assets | 542,237 | 343,809 |
Total current assets | 10,064,942 | 7,176,833 |
Other assets: | ||
Property and equipment, net | 100,241 | 73,066 |
Intangible assets - net | 8,764,704 | 3,114,513 |
Acquired goodwill | 17,089,076 | 3,470,522 |
Deferred income tax assets, net | 3,488,960 | |
Total other assets | 29,442,981 | 6,658,101 |
Total Assets | 39,507,923 | 13,834,934 |
Current Liabilities: | ||
Line of credit | 3,088,890 | 1,235,935 |
Accounts payable | 5,130,817 | 2,597,385 |
Other accrued expenses | 2,165,088 | 1,093,814 |
Current Portion - Long Term Notes | 405,376 | |
Consideration payable - Cash | 1,854,397 | 3,649,267 |
Consideration payable - Equity | 64,384 | |
Total current liabilities | 12,708,952 | 8,576,401 |
Long-term liabilities: | ||
Convertible notes | 5,000,000 | |
Long-term notes - Net of Current Portion | 1,536,191 | |
Long-term consideration payable - Cash | 2,711,717 | |
Long-term consideration payable - Equity | 10,887,360 | |
Total Long-term Liabilities | 15,135,268 | 5,000,000 |
Total liabilities | 27,844,220 | 13,576,401 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 363,611 issued and outstanding as of December 31, 2016, and none outstanding as of December 31, 2015 | 3,636 | |
Common stock, $0.01 par value; 100,000,000 shares authorized, 13,885,972 and 11,874,361 issued and outstanding as of December 31, 2016, and December 31, 2015, respectively | 138,860 | 118,743 |
Additional paid-In capital | 15,358,839 | 1,192,692 |
Accumulated deficit | (3,833,588) | (1,052,902) |
Accumulated other comprehensive income (loss) | (7,426) | |
Non-Controlling Interest | 3,382 | |
Total stockholders' equity | 11,663,703 | 258,533 |
Total liabilities and stockholders' equity | $ 39,507,923 | $ 13,834,934 |
AUDITED CONDENSED CONSOLIDATED3
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 363,611 | 0 |
Preferred stock, outstanding shares | 363,611 | 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 | 13,885,972 | 11,874,361 |
Common stock, outstanding shares | 13,885,972 | 11,874,361 |
AUDITED CONDENSED CONSOLIDATED4
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 36,145,589 | $ 20,261,172 |
Cost of revenue | 29,608,932 | 13,391,504 |
Gross profit | 6,536,657 | 6,869,668 |
Operating expenses: | ||
Selling and marketing | 417,249 | 119,847 |
General and administration | 8,552,966 | 5,721,633 |
Nonrecurring expenditures | 1,585,136 | 1,655,962 |
Depreciation and amortization | 1,361,169 | 166,208 |
Operating expenses | 11,916,520 | 7,663,650 |
Operating income (loss): | (5,379,863) | (793,982) |
Interest expense | (751,074) | (238,471) |
Interest income/other income | 89,918 | |
Other income | 16,604 | |
Change due to estimate correction | (410,817) | |
Total other income (expenses) | (1,145,287) | (148,553) |
Net income (loss) before income taxes | (6,525,150) | (942,535) |
Income tax benefit (provision) | 3,747,846 | 128,460 |
Net income (loss) | (2,777,304) | (814,075) |
Non-controlling interest | (3,382) | |
Net income (loss) attributable to the Company | (2,780,686) | (814,075) |
Foreign exchange translation adjustment | (7,426) | |
Comprehensive income (loss) | $ (2,788,112) | $ (814,075) |
Basic income (loss) per share | $ (0.21) | $ (0.07) |
Diluted income (loss) per share | $ (0.21) | $ (0.07) |
Basic weighted average number of shares | 13,068,597 | 11,101,198 |
Diluted weighted average number of shares | 13,068,597 | 11,101,198 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Other Comprehensive Income | Accumulated deficit | Noncontrolling Interest | Total |
Begnning Balance, Shares at Mar. 31, 2015 | 9,992,828 | ||||||
Begnning Balance, Amount at Mar. 31, 2015 | $ 99,928 | $ 35,072 | $ 837,856 | $ 972,856 | |||
Issuance of capital for services - shares | 566,487 | ||||||
Issuance of capital for services - amount | $ 5,665 | 49,460 | 55,125 | ||||
Issuance of capital for board services - shares | 203,935 | ||||||
Issuance of capital for board services -amount | $ 2,039 | 2,039 | |||||
Recapitalization - shares | 875,816 | ||||||
Recapitalization - amount | $ 8,758 | (31,401) | (22,643) | ||||
Issuance of shares for acquisition - shares | 235,295 | ||||||
Issuance of shares for acquisition - amount | $ 2,353 | 997,651 | 1,000,004 | ||||
Stock, Option, RSU and Warrant Expense | 141,910 | 141,910 | |||||
Net loss | (1,890,758) | (1,890,758) | |||||
Ending Balance, Shares at Dec. 31, 2015 | 11,874,361 | ||||||
Ending Balance, Amount at Dec. 31, 2015 | $ 118,743 | 1,192,692 | (1,052,902) | 258,533 | |||
Common stock issued - Shares | 500,000 | ||||||
Common stock issued- amount | $ 5,000 | 2,995,000 | 3,000,000 | ||||
Conversion of notes into preferred shares - shares | 363,611 | ||||||
Conversion of notes into preferred shares - amount | $ 3,636 | 5,121,364 | 5,125,000 | ||||
Conversion of warrants into common shares - shares | 1,111,111 | ||||||
Conversion of warrants into common shares - amiunt | $ 11,111 | 1,988,889 | 2,000,000 | ||||
Issuance of shares for acquisition - shares | 400,500 | ||||||
Issuance of shares for acquisition - amount | $ 4,006 | 2,603,247 | 2,607,253 | ||||
Stock, Option, RSU and Warrant Expense | 1,457,647 | 1,457,647 | |||||
Non-Controlling Interests Net Income | $ 3,382 | 3,382 | |||||
Accumulated other comprehensive income (loss) | $ (7,426) | (7,426) | |||||
Net loss | (2,780,686) | (2,780,686) | |||||
Ending Balance, Shares at Dec. 31, 2016 | 13,885,972 | 363,611 | |||||
Ending Balance, Amount at Dec. 31, 2016 | $ 138,860 | $ 3,636 | $ 15,358,839 | $ (7,426) | $ (3,833,588) | $ 3,382 | $ 11,663,703 |
AUDITED CONDENSED CONSOLIDATED6
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income/(loss) | $ (2,780,686) | $ (814,075) |
Adjustment to reconcile income/(loss) to net cash used in operating activities | ||
Depreciation and amortization | 1,361,169 | 166,284 |
Provision for doubtful debts/ (written back), net | 410,712 | |
Accrued interest on convertible notes | 125,000 | |
Change due to estimate correction | 410,817 | |
Stock, option, restricted stock unit and warrant expense | 1,457,647 | 141,910 |
Deferred income taxes, net | (3,488,960) | |
Foreign exchange translation adjustment | (7,426) | |
Changes in assets and liabilities: | ||
Accounts receivable | (3,187,828) | (3,548,324) |
Other current assets | (198,428) | (169,549) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 3,604,706 | (89,586) |
Net cash used in operating activities | (2,703,989) | (3,902,628) |
Cash flows from investing activities: | ||
Purchase of intangible and fixed assets | (3,688,996) | (70,782) |
Acquisition consideration payable | (2,903,066) | (1,765,549) |
Net cash used in investing activities | (6,592,062) | (1,836,331) |
Cash flows from financing activities: | ||
Proceeds from loan funds | 3,794,522 | 6,235,935 |
Non-Controlling Interests net income | 3,382 | |
Additional stock issued | 5,000,000 | |
Net cash provided by financing activities | 8,797,904 | 6,235,935 |
Net increase (decrease) in cash and cash equivalents | (498,147) | 496,976 |
Cash and cash equivalents as at beginning of the year | 1,878,034 | 1,381,058 |
Cash at the end of the year | 1,379,887 | 1,878,034 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid during the period for Interest | 362,792 | 238,471 |
Cash paid during the period for Income taxes |
1 ORGANIZATION
1 ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION: AMERI Holdings, Inc. ("AMERI", the "Company", "we" or "our") is a fast-growing company that, through the operations of its twelve subsidiaries, provides SAP TM cloud and digital enterprise services to clients worldwide. 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 | 12 Months Ended |
Dec. 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 annual 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. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company's year-end is December 31. Ameri and Partners Inc, the Company's wholly-owned operating subsidiary that was the accounting acquirer in connection with the Company's May 2015 reverse merger, changed its fiscal year end from March 31 to December 31 pursuant to the merger, so that all of the Company's subsidiaries' year-ends are consistent with the year-end of the Company. |
3 BUSINESS COMBINATIONS
3 BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS: Acquisition of DC&M On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. ("DCM"), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, DCM, all of the members of DCM, Giri Devanur and Srinidhi "Dev" Devanur, our President and Chief Executive Officer and Executive Vice Chairman, respectively. DCM is a SAP consulting company headquartered in Chandler, Arizona. DCM provides its clients with a wide range of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. DCM is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called "IRIS". DCM services clients in diverse industries, including retail, apparel/footwear, third-party logistics providers, chemicals, consumer goods, energy, high-tech electronics, media/entertainment and aerospace. The purchase price for the acquisition of DCM consisted of: (a) A cash payment in the amount of $3,000,000 at closing; (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. The valuation of DCM was made on the basis of its projected revenues. This acquisition has been capitalized by creating an intangible asset of $5,400,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excess of the intangible asset has been capitalized as goodwill. Acquisition of Virtuoso On July 22, 2016, AMERI, through its wholly-owned acquisition subsidiaries, acquired all of the outstanding membership interests of Virtuoso, L.L.C. ("Virtuoso"), a Kansas limited liability company, pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the "Sole Member"). Virtuoso is a SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso's name was changed to Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for the Company. The purchase price paid to the Sole Member for the acquisition of Virtuoso consisted of: (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) $659,138, or 101,250 shares of the Company's common stock at closing at a market price of $6.51 per share, on July 22, 2016; 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. The valuation of Virtuoso was made on the basis of its projected revenues. This acquisition has been capitalized by creating an intangible asset of $900,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excess of the intangible asset has been capitalized as goodwill. Acquisition of Bigtech Software Private Limited The Company acquired Bigtech Software Private Limited ("Bigtech"), a pure-play SAP services company providing a complete range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to bring effectiveness in business operations to companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the consideration paid for the acquisition consisted of; (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 51,000 shares of our common stock, with such warrants exercisable for two years; and, (c) $255,000, which may become payable in cash as a commission to the sellers of Bigtech if Bigtech achieves certain revenue targets. Bigtech's financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company. The valuation of Bigtech was made on the basis of its projected revenues. This acquisition has been capitalized by creating an intangible asset of $590,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excess of the intangible asset has been capitalized as goodwill. Acquisition of Bellsoft, Inc. On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia with over 175 consultants specialized in the areas of SAP software, business intelligence, data warehousing and other enterprise resource planning services. On August 29, 2016, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. ("Ameri Georgia"). Ameri Georgia has operations in the United States, Canada and India. For financial accounting purposes, we recognized September 1, 2015 as the effective date of the acquisition. The consideration for the acquisition of Ameri Georgia consisted of; (a) A cash payment in the amount of $3,000,000, which was paid at closing; (b) 235,295 shares of our common stock issued at closing; (c) $250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016; (d) A $1,000,000 cash reimbursement to be paid 5 days following closing to compensate Ameri Georgia for a portion of its approximate cash balance as of September 1, 2015; (e) Approximately $2,910,817 paid within 30 days of closing in connection with the excess of Ameri Georgia's accounts receivable over its accounts payable as of September 1, 2015; and (f) 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 purchase agreement, subject to downward or upward adjustment depending on actual results. The valuation of Ameri Georgia was made on the basis of its projected revenues. The accounting acquisition date for Ameri Georgia was determined on the basis of the date when the Company acquired control of Ameri Georgia, in accordance with FASB codification ASU 805-10-25-6 for business combinations. That ASU provides that the date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes the closing date if a written agreement provides that the acquirer obtains control of the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date. The term sheet and the Share Purchase Agreement that were entered into by the Company and Ameri Georgia contained agreements by the parties that the Company acquired control of Ameri Georgia's accounts payable, accounts receivable and business decisions as of September 1, 2015. In addition, on that date, the Company became responsible for performance of Ameri Georgia's existing contracts. Accordingly, the Company has recognized September 1, 2015 as the accounting acquisition date. |
4 REVENUE RECOGNITION
4 REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
REVENUE RECOGNITION | NOTE 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 generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts. 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 or 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 December 31, 2016. |
5 SHARE-BASED COMPENSATION
5 SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 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 twelve months ended December 31, 2016, we granted 762,700 options to employees. As of December 31, 2016, aggregate grants under the Plan total 1,812,700 shares of our common stock. |
6 INCOME TAXES
6 INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
INCOME TAXES | NOTE 6. INCOME TAXES: The provision for income taxes consists of the following components for the years ended December 31: 2016 2015 Current: Federal and state $ (355,243 ) $ 60,040 Foreign 96,357 - Total current provision (258,886 ) 60,040 Deferred: Federal and state (3,488,960 ) (979,006 ) Foreign - - Valuation allowance - 790,506 Total deferred benefit (3,488,960 ) (188,500 ) Total provision for income taxes $ (3,747,846 ) $ (128,460 ) The Company recorded a tax provision (benefit) of $(3,747,846) and $(128,460) for the periods ended December 31, 2016 and December 31, 2015, respectively. The reported tax provision (benefit) for the twelve-month periods ended December 31, 2016 and December 31, 2015 are based upon an estimated annual effective tax rate of 34% for all such periods. The effective tax rates 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 December 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, 2017. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
7 INTANGIBLE ASSETS
7 INTANGIBLE ASSETS | 12 Months Ended |
Dec. 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 $1,309,842 and $164,750 during the twelve-month periods ended December 31, 2016 and December 31, 2015 respectively. This amortization expense relates to customer lists, which expire through 2020. As of December 31, 2016, and December 31, 2015, capitalized intangible assets were as follows: December 31, 2016 December 31, 2015 Capitalized intangible assets $ 10,074,546 $ 3,279,263 Accumulated amortization 1,309,842 164,750 Total intangible assets $ 8,764,704 $ 3,114,513 Our amortization schedule is as follows: Years ending December 31, Amount 2017 $ 2,464,184 2018 2,115,592 2019 1,748,250 2020 1,621,000 2021 815,678 Total $ 8,764,704 The Company has its own software products, namely Simple APO, Langer Index and IBP. Total costs incurred for developing these products during the twelve months ended December 31, 2016 was $55,104 and have been capitalized and are being amortized over the useful life of the software products. The Company's intangible assets consists of the customer lists acquired from the Company's acquisition of WinHire Inc, Ameri Georgia, DCM, Virtuoso and Bigtech. The products acquired from the acquisition of Linear Logics. Corp. and the amount spent on improving those products are also categorized as intangible assets and are being amortized over the useful life of those products. |
8 GOODWILL
8 GOODWILL | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in businesses combinations. Goodwill was comprised of the following amounts: December 31, 2016 December 31, 2015 Virtuoso $ 939,881 $ - DCM 10,416,000 - Bigtech 314,555 - Ameri Consulting Service Pvt. Ltd. 1,948,118 - Ameri Georgia 3,470,522 3,470,522 Total $ 17,089,076 $ 3,470,522 |
9 ACCRUED EXPENSES AND OTHER LI
9 ACCRUED EXPENSES AND OTHER LIABILITIES: | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES: | NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES: Accrued expense and other liabilities as of December 31, 2016 and December 31, 2015 consisted of the following: December 31, 2016 December 31, 2015 Legal fee payable $ 386,497 $ 338,946 Advances from customers - 44,841 Tax payable 388,044 320,247 Audit fee payable 47,900 21,500 Other liabilities 145,524 310,784 Travelling & conveyance payable 16,358 1,010 Salaries & wages payable 8,044 - Bonus payable 62,060 - Consultancy fee payable 25,000 50,000 401(k) payable - 3,486 Total $ 1,079,427 $ 1,093,814 |
10 FAIR VALUE MEASUREMENT
10 FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 10. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and · Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. As of both December 31, 2016 and December 31, 2015 we had no financial assets and liabilities required to be measured on a recurring basis. . No financial instruments were transferred into or out of Level 3 classification during the twelve-month period ended December 31, 2016 and 2015. |
11 EARNINGS (LOSS) PER SHARE
11 EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 11. EARNINGS (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: Twelve Months Ended December 31, 2016 2015 (In thousands, except per share data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Basic net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 13,068,597 11,101,198 Diluted net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Share-based awards, inclusive of all grants made under the Company's equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. As of December 31, 2016, we had outstanding options to purchase 965,000 shares of the Company's common stock and restricted stock units for 590,869 shares of the Company's common stock, resulting in share-based awards for a total of 1,555,869 shares of our common stock, outstanding under the Plan leaving 444,131 share-based units available under the Plan. During the twelve months ended December 31, 2016, we granted our directors and employees options to purchase 762,700 shares of our common stock and restricted stock units for 590,869 shares of our common stock. As of December 31, 2016, aggregate grants under the Plan total 1,555,869 shares of our common stock. Due to the Company's net loss, potential dilutive shares were not included in the calculation of diluted EPS on December 31, 2016, as it will have an antidilutive effect. |
12 EMPLOYEE BENEFIT PLAN
12 EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
EMPLOYEE BENEFIT PLAN | NOTE 12. EMPLOYEE BENEFIT PLAN The Company has a 401(k)-tax deferred savings plan (the "401(k) Plan") that is available to all employees who satisfy certain minimum hour requirements each year. The Company matches 100% of the first 3% of a participant's salary contributed under the 401(k) Plan and 50% on the next 2% of each participant's salary contributed under the 401(k). |
13 OPTIONS
13 OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
OPTIONS | NOTE 13. OPTIONS: As of December 31, 2016 and December 31, 2015, the Company had issued and outstanding options to purchase 1,812,700 and 150,000 shares of our common stock, respectively. On May 26, 2015, the Company issued an option to purchase 100,000 shares of common stock to non-employee directors of the Company. Prior to this issuance, the Company had not granted any option. This tranche of options vested on the anniversary of the grant date at an exercise price of $2.00 per share and expires on May 26, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 2.75 years, expected volatility of 50%, a date of issue risk free interest rate of 1.53% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $36,304 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $14,520 and $21,784, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On November 16, 2015, the Company issued an option to purchase 50,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $4.01 per share and was to expire on November 16, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.66% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $73,265 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $7,123 and $929. As of December 31, 2016, these options had been cancelled. On January 22, 2016, the Company issued an option to purchase 5,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 22, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.49% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $10,944 and the option expense for December 31, 2016 and 2015 was determined to be $854 and $0, respectively. As of December 31, 2016, these options had been cancelled. On January 28, 2016, the Company issued an option to purchase 100,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 28, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.40% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $218,314 and the option expense for December 31, 2016 and 2015 was determined to be $61,776 and $0, respectively. As of December 31, 2016, these options had been cancelled. On May 10, 2016, the Company issued an option to purchase 500,000 shares of common stock to a non-employee director of the Company. This tranche of options was to vests (a) as to 166,667 shares on May 10, 2017, (b) as to a further 166,667 shares on May 10, 2018, and (c) as to the remaining 166,666 shares on May 10, 2019, at an exercise price of $6.00 per share and expires on May 10, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $1,737,445 and the option expense for December 31, 2016 and 2015 was determined to be $370,496 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On June 28, 2016, the Company issued an option to purchase 25,000 shares of common stock to a non-employee director of the Company. This tranche of options vests on the anniversary of the grant date at an exercise price of $6.51 and expires on June 28, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $55,251 and the option expense for December 31, 2016 and 2015 was determined to be $9,359 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On September 8, 2016, the Company issued options to employees of the Company to purchase 215,200 shares of common stock. These option grants vest over four years at an exercise price of $6.51 per share and expire on September 8, 2020. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of four years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $546,318 and the option expense for December 31, 2016 and 2015 was determined to be $49,239 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 975,700 $ 6.79 Exercised - - Cancelled / Expired (160,000 ) 5.41 Outstanding at December 31, 2016 965,700 $ 6.38 As of December 31, 2016 and December 31, 2015 the outstanding options had a weighted average remaining term and intrinsic value of 4.33 and 0 years and $500,000 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 $ 2.00 100,000 3.40 $ 200,000 $ 2.00 $ 451,000 |
14 WARRANTS
14 WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
WARRANTS | NOTE 14. WARRANTS: Below is a table summarizing the Company's outstanding warrants for the year ended December 31, 2016: Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Term Intrinsic Value Outstanding at December 31, 2015 2,777,777 $ 1.80 4.41 $ 13,333,330 Granted 1,000,000 6.00 - - Exercised 1,111,111 1.80 - - Outstanding at December 31, 2016 2,666,666 $ 1.80 3.90 $ 15,444,440 For the year ended December 31, 2016 and December 31, 2015, the Company incurred no warrants based expense. |
15 RESTRICTED STOCK UNITS
15 RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RESTRICTED STOCK UNITS | NOTE 15. RESTRICTED STOCK UNITS: On August 4, 2015, the Company issued restricted stock units for 83,189 shares of common stock to non-employee directors of the Company. Prior to this issuance there no restricted stock unit grants had been made by the Company. This tranche of restricted stock units was valued at $3.51 per share, the market value per share on the date of the grant, and vested on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date was $291,994 and the restricted stock unit expense for December 31, 2016 and December 31, 2015 was determined to be $172,797 and $119,197, respectively. As of December 31, 2016, 83,189 restricted stock units had vested. On May 10, 2016, the Company issued restricted stock units for 500,000 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $7.00 per share, the market value per share on the date of the grant, and vests (a) as to 166,667 shares, on May 10, 2017, (b) as to a further 166,667 shares, on May 10, 2018, and (c) as to the remaining 166,666 shares, on May 10, 2019, subject to the grantee continuing to be a director of the Company through such date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $3,500,000 and the restricted stock unit expense for December 31, 2016 was determined to be $746,348. As of December 31, 2016, none of the foregoing restricted stock units had vested. On June 28, 2016, the Company issued restricted stock units for 7,680 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $6.51 per share, the market value per share on the date of the grant, and vests on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $49,997 and the restricted stock unit expense for December 31, 2016 was determined to be $25,135. As of December 31, 2016, none of the foregoing restricted stock units had vested. |
16 DEBT
16 DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 16. DEBT: On July 1, 2016, the Company entered into that certain Loan and Security Agreement (the "Loan Agreement"), with its wholly-owned subsidiaries Ameri and Partners Inc and Bellsoft, Inc., as borrowers (the "Borrowers"), the Company and its wholly-owned subsidiaries Linear Logics, Corp. and WinHire Inc serving as guarantors, the Company's Chief Executive Officer, Giri Devanur, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, "Sterling"). The Company joined DCM, Virtuoso and ATCG as borrowers under the Loan Agreement following their respective acquisition. Under the Loan Agreement, the Borrowers can borrow up to an aggregate of $10 million, which includes up to $8 million in principal for revolving loans (the "Revolving Loans") for general working capital purposes, up to $2 million in principal pursuant to a term loan (the "Term Loan") for the purpose of a permitted business acquisition and up to $200,000 for letters of credit. A portion of the proceeds of the Loan Agreement were also used to repay the November 20, 2015 credit facility that was entered into between the Company, its wholly-owned subsidiary Bellsoft, Inc. (Ameri Georgia) and Federal National Payables, Inc. The maturity of the loans under the Loan Agreement are as follows: Revolving Loan Maturity Date: July 1, 2019; provided, however, that the Revolving Loan Maturity Date will extend and renew automatically for successive one-year terms on each anniversary of the initial Revolving Loan Maturity Date (each an "Anniversary Date") thereafter, unless not less than sixty (60) days prior to any such Anniversary Date, written notice of non-renewal is given by either party to the other, in which case the Revolving Loan Maturity Date will be such next Anniversary Date. Term Loan Maturity Date: The earliest of (a) the date following acceleration of the Term Loan and/or the Revolving Loans; (b) the Revolving Loan Maturity Date; or (c) July 1, 2019. Interest under the Loan Agreement is payable monthly in arrears and accrues as follows: (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%. The Loan Agreement also requires the payment of certain fees, including, but not limited to letter of credit fees and an unused Revolving Loans fee. The Loan Agreement contains financial and other covenant requirements, including, but not limited to, financial covenants that require the Borrowers to not permit capital expenditures above $150,000 in any fiscal year, maintain a fixed charge coverage ratio of not less than 2.00 to 1.00 and maintain certain debt to EBITDA ratios. The Loan Agreement also requires the Company and Borrowers to obtain Sterling's consent before making any permitted acquisitions. The principal amount of the Term Loan will be repaid as follows: (i) equal consecutive monthly installments in the amount of $33,333.33 each, paid on the first day of each calendar month and (ii) one final payment of the entire remaining principal balance, together with all accrued unpaid interest on the Term Loan maturity date. The Company's outstanding balance with Sterling National Bank for the Term Loan and Revolving Loans was $1,923,466 and $2,743,177, respectively, as of December 31, 2016. Due to its 2016 acquisitions, the Company did not fulfill certain of the financial covenants contained in its Loan Agreement with Sterling National Bank as of December 31, 2016; however, Sterling National Bank has agreed to waive the Company's compliance with such covenants in exchange for the payment of a fee. Bigtech, which was acquired as of July 1, 2016, had a term loan of $18,101 and a line of credit for $345,713 as of December 31, 2016. Short-term Debt: The following summarizes our short-term debt balances as of December 31: 2016 2015 Notes outstanding under revolving credit facility $ 3,088,890 $ 1,235,935 Term loan - current maturities 405,376 - Total short-term debt $ 3,494,266 $ 1,235,935 Long-term Debt: The following summarizes our long-term debt balances as of December 31: 2016 2015 Term loan, due 2019 $ 1,941,567 $ - Less: Current maturities 405,376 - Long-term debt, net of current maturities $ 1,536,191 $ - The following represents the schedule of maturities of our long-term debt: Year Amounts 2017 $ 405,376 2018 405,376 2019 1,130,815 Total $ 1,941,567 |
17 COMMITMENTS AND CONTINGENCIE
17 COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17. 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 2020. 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 $220,280 and $47,475 for the twelve months ended December 31, 2016 and December 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 DCM, Virtuoso and Bigtech. 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, 2017 $ 251,512 2018 112,901 2019 79,478 2020 18,754 Total $ 462,645 |
18 SUBSEQUENT EVENTS_
18 SUBSEQUENT EVENTS: | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS: | NOTE 18. SUBSEQUENT EVENTS: On January 27, 2017, the Company issued 33,333 shares of its common stock its legal counsel, Olshan Frome Wolosky LLP ("Olshan"), in exchange for the cancellation of a portion of accrued and unpaid legal fees owed by the Company to Olshan. The Company partnered with NEC Corporation of America (NEC), in February 2017, to offer SAP HANA Migration services. Through this partnership, the Company will offer solutions to its clients aspiring to make the transition from SAP ECC (on-premise) applications to SAP HANA applications. NEC is a leading technology integrator providing integrated communications, analytics, security, biometrics and technology solutions. On March 7, 2017, the Company completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the "2017 Notes") for proceeds to us of an aggregate of $1,250,000, to four accredited investors, including one of the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements with each investor, pursuant to which each investor purchased its 2017 Note from the Company. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by the Company at any time without penalty. The 2017 Notes are convertible into shares of Ameri common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company's common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to the Company's secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors' approval, restrictions on dividends and other restricted payments and reclassification of its stock. On March 10, 2017, the Company acquired 100% of the shares of ATCG Technology Solutions, Inc. ("ATCG"), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ATCG, all of the stockholders of ATCG (the "Stockholders") and the Stockholders' representative. ATCG provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. The aggregate purchase price for the acquisition of ATCG consisted of: (a) 576,923 shares of our common stock, (b) Unsecured promissory notes issued to certain of ATCG's selling Stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June 30, 2018) and (c) Earn-out payments in shares of Ameri 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. ATCG's financial statements will be filed by amendment of the Current Report on Form 8-K filed on March 13, 2017 to disclose the closing of the acquisition. On March 13, 2017, the Company announced a merger proposal for CIBER, Inc. ("CIBER" or "CBR") valuing CBR at a price of $0.75 per share, which is a substantial premium to CBR's closing price of $0.28 on March 10, 2017. In addition, the Company formed a stockholder group (the "AMERI Group") with Lone Star Value Management, LLC to nominate two highly-qualified candidates to CIBER's Board of Directors at the upcoming Annual Meeting of Stockholders. The AMERI Group owns approximately 4.5 million shares of CBR, representing 5.5% of CBR's total shares outstanding. |
6 INCOME TAXES (Tables)
6 INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Provision for income taxes | 2016 2015 Current: Federal and state $ (355,243 ) $ 60,040 Foreign 96,357 - Total current provision (258,886 ) 60,040 Deferred: Federal and state (3,488,960 ) (979,006 ) Foreign - - Valuation allowance - 790,506 Total deferred benefit (3,488,960 ) (188,500 ) Total provision for income taxes $ (3,747,846 ) $ (128,460 ) |
7 INTANGIBLE ASSETS (Tables)
7 INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Capitalized intangible assets | December 31, 2016 December 31, 2015 Capitalized intangible assets $ 10,074,546 $ 3,279,263 Accumulated amortization 1,309,842 164,750 Total intangible assets $ 8,764,704 $ 3,114,513 |
Amortization schedule | Years ending December 31, Amount 2017 $ 2,464,184 2018 2,115,592 2019 1,748,250 2020 1,621,000 2021 815,678 Total $ 8,764,704 |
8 GOODWILL (Tables)
8 GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | December 31, 2016 December 31, 2015 Virtuoso $ 939,881 $ - DCM 10,416,000 - Bigtech 314,555 - Ameri Consulting Service Pvt. Ltd. 1,948,118 - Ameri Georgia 3,470,522 3,470,522 Total $ 17,089,076 $ 3,470,522 |
9 ACCRUED EXPENSES AND OTHER 28
9 ACCRUED EXPENSES AND OTHER LIABILITIES: (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expense and other liabilities | December 31, 2016 December 31, 2015 Legal fee payable $ 386,497 $ 338,946 Advances from customers - 44,841 Tax payable 388,044 320,247 Audit fee payable 47,900 21,500 Other liabilities 145,524 310,784 Travelling & conveyance payable 16,358 1,010 Salaries & wages payable 8,044 - Bonus payable 62,060 - Consultancy fee payable 25,000 50,000 401(k) payable - 3,486 Total $ 1,079,427 $ 1,093,814 |
11 EARNINGS (LOSS) PER SHARE (T
11 EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
A reconciliation of net income and weighted average shares used in computing basic and diluted net income | Twelve Months Ended December 31, 2016 2015 (In thousands, except per share data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Basic net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 13,068,597 11,101,198 Diluted net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) |
13 - OPTIONS (Tables)
13 - OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Number of shares outstanding | Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 975,700 $ 6.79 Exercised - - Cancelled / Expired (160,000 ) 5.41 Outstanding at December 31, 2016 965,700 $ 6.38 |
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 $ 2.00 100,000 3.40 $ 200,000 $ 2.00 $ 451,000 |
14 WARRANTS (Tables)
14 WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Outstanding warrants | Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Term Intrinsic Value Outstanding at December 31, 2015 2,777,777 $ 1.80 4.41 $ 13,333,330 Granted 1,000,000 6.00 - - Exercised 1,111,111 1.80 - - Outstanding at December 31, 2016 2,666,666 $ 1.80 3.90 $ 15,444,440 |
16 DEBT (Tables)
16 DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short-term debt balances | 2016 2015 Notes outstanding under revolving credit facility $ 3,088,890 $ 1,235,935 Term loan - current maturities 405,376 - Total short-term debt $ 3,494,266 $ 1,235,935 |
Long-term debt balances | 2016 2015 Term loan, due 2019 $ 1,941,567 $ - Less: Current maturities 405,376 - Long-term debt, net of current maturities $ 1,536,191 $ - |
Schedule of maturities of our long-term debt | Year Amounts 2017 $ 405,376 2018 405,376 2019 1,130,815 Total $ 1,941,567 |
17 COMMITMENTS AND CONTINGENC33
17 COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Future minimum rental payments under these lease agreements | Years ending December 31, 2017 $ 251,512 2018 112,901 2019 79,478 2020 18,754 Total $ 462,645 |
3 BUSINESS COMBINATIONS (Detail
3 BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Jul. 29, 2016 | Jul. 01, 2016 | Jun. 22, 2016 | Nov. 20, 2015 | Dec. 31, 2016 |
Cash payment at closing | $ 3,000,000 | ||||
To be paid within 30 days of closing | 2,500,000 | ||||
Earn-out payments a year for 2016 and 2017 | $ 500,000 | ||||
Bellsoft, Inc. | |||||
Cash payment at closing | $ 3,000,000 | ||||
Shares of AMERI's common stock issued at closing | 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 | 2,910,817 | ||||
Earn-out payments a year for 2016 and 2017 | $ 500,000 | ||||
Bigtech Software Private Limited | |||||
Capitalized intangible asset | $ 590,000 | ||||
Virtuoso | |||||
Capitalized intangible asset | $ 900,000 | ||||
DC&M | |||||
Capitalized intangible asset | $ 5,400,000 |
5 SHARE-BASED COMPENSATION_ (De
5 SHARE-BASED COMPENSATION: (Details Narrative) | 12 Months Ended |
Dec. 31, 2016shares | |
Accounting Policies [Abstract] | |
Options granted to employees | 762,700 |
Aggregate grants of common stock | 1,812,700 |
6 INCOME TAXES (Details)
6 INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal and state | $ (355,243) | $ 60,040 |
Foreign | 96,357 | |
Total current provision | (258,886) | 60,040 |
Deferred: | ||
Federal and state | (3,488,960) | (979,006) |
Foreign | ||
Valuation allowance | 790,506 | |
Total deferred benefit | (3,488,960) | (188,500) |
Total provision for income taxes | $ (3,747,846) | $ (128,460) |
6 INCOME TAXES (Details Narrati
6 INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ (3,747,846) | $ (128,460) |
7 INTANGIBLE ASSETS (Details)
7 INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized intangible assets | $ 10,074,546 | $ 3,279,263 |
Accumulated amortization | 1,309,842 | 164,750 |
Total intangible assets | $ 8,764,704 | $ 3,114,513 |
7 INTANGIBLE ASSETS (Details 1)
7 INTANGIBLE ASSETS (Details 1) | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 2,464,184 |
2,018 | 2,115,592 |
2,019 | 1,748,250 |
2,020 | 1,621,000 |
2,021 | 815,678 |
Total | $ 8,764,704 |
7 INTANGIBLE ASSETS (Details Na
7 INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,309,842 | $ 164,750 |
Costs incurred for developing products | $ 55,104 |
8 GOODWILL (Details)
8 GOODWILL (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Virtuoso | $ 939,881 | |
DCM | 10,416,000 | |
Bigtech | 314,555 | |
Ameri Constlting Service Pvt. Ltd. | 1,948,118 | |
Ameri Georgia | 3,470,522 | 3,470,522 |
Total | $ 17,089,076 | $ 3,470,522 |
9 ACCRUED EXPENSES AND OTHER 42
9 ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Legal fee payable | $ 386,497 | $ 338,946 |
Advances from customers | 44,841 | |
Tax payable | 388,044 | 320,247 |
Audit fee payable | 47,900 | 21,500 |
Other liabilities | 145,524 | 310,784 |
Travelling & conveyance payable | 16,358 | 1,010 |
Salaries & wages payable | 8,044 | |
Bonus payable | 62,060 | |
Consultancy fee payable | 25,000 | 50,000 |
401 K payable | 3,486 | |
Total | $ 1,079,427 | $ 1,093,814 |
11 EARNINGS (LOSS) PER SHARE (D
11 EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Basic net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (2,788,112) | $ (814,075) |
Weighted average common shares outstanding | 13,068,597 | 11,101,198 |
Basic net income (loss) per share of common stock | $ (0.21) | $ (0.07) |
Diluted net income (loss) per share: | ||
Net income (loss) applicable to common shares | $ (2,788,112) | $ (814,075) |
Weighted average common shares outstanding | 13,068,597 | 11,101,198 |
Dilutive effects of convertible debt, stock options and warrants | ||
Weighted average common shares, assuming dilutive effect of stock options | 13,068,597 | 11,101,198 |
Diluted net income (loss) per share of common stock | $ (0.21) | $ (0.07) |
11 EARNINGS (LOSS) PER SHARE 44
11 EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Outstanding options | 965,700 | 150,000 |
Share-based awards outstanding | 1,555,869 | |
Restricted stock units granted | 590,869 | |
Share-based units available under the Plan | 444,131 | |
Options granted to employees | 762,700 |
13 OPTIONS - (Details)
13 OPTIONS - (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of shares | |
Outstanding | shares | 150,000 |
Granted | shares | 975,700 |
Exercised | shares | |
Cancelled / Expired | shares | (160,000) |
Outstanding ending balance | shares | 965,700 |
Weighted Avg. Exercise Price | |
Outstanding | $ / shares | $ 2.67 |
Granted | $ / shares | 6.79 |
Exercised | $ / shares | |
Cancelled / Expired | $ / shares | 5.41 |
Outstanding ending balance | $ / shares | $ 6.38 |
13 OPTIONS (Details Narrative)
13 OPTIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |
Average Exercise Price | $ / shares | $ 2 |
Number of Shares | shares | 100,000 |
Remaining Average Contractual Life (in years) | 3 years 2 months 24 days |
Exercise Price times number of Shares | shares | 200,000 |
Weighted Average Exercise Price | $ / shares | $ 2 |
Intrinsic Value | $ | $ 451,000 |
13 OPTIONS (Details Narrative 2
13 OPTIONS (Details Narrative 2) - USD ($) | Sep. 08, 2016 | May 10, 2016 | Jun. 28, 2016 | Jan. 28, 2016 | Jan. 22, 2016 | Nov. 16, 2015 | May 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Options issued to purchase | 1,812,700 | ||||||||
Options Outstanding to purchase | 150,000 | ||||||||
Option expense | $ 1,457,647 | $ 141,910 | |||||||
Employee Stock Option [Member] | |||||||||
Options issued to purchase | 100,000 | ||||||||
Options Outstanding to purchase | 100,000 | ||||||||
Exercise price | $ 2 | ||||||||
Expiration period | May 26, 2021 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 1.53% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 2 years 9 months | ||||||||
Aggregate value of options on grant date | $ 36,304 | ||||||||
Option expense | $ 14,520 | ||||||||
Employee Stock Option [Member] | |||||||||
Options issued to purchase | 50,000 | ||||||||
Options Outstanding to purchase | 50,000 | ||||||||
Exercise price | $ 4.01 | ||||||||
Expiration period | Nov. 16, 2021 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 1.66% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 3 years 3 months | ||||||||
Aggregate value of options on grant date | $ 73,265 | ||||||||
Option expense | $ 7,123 | ||||||||
Employee Stock Option [Member] | |||||||||
Options issued to purchase | 5,000 | ||||||||
Options Outstanding to purchase | 5,000 | ||||||||
Exercise price | $ 6.02 | ||||||||
Expiration period | Jan. 22, 2021 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 1.49% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 3 years 3 months | ||||||||
Aggregate value of options on grant date | $ 10,944 | ||||||||
Option expense | $ 854 | ||||||||
Employee Stock Option [Member] | |||||||||
Options issued to purchase | 100,000 | ||||||||
Options Outstanding to purchase | 100,000 | ||||||||
Exercise price | $ 6.02 | ||||||||
Expiration period | Jan. 28, 2021 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 1.40% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 3 years 3 months | ||||||||
Aggregate value of options on grant date | $ 218,314 | ||||||||
Option expense | $ 61,776 | ||||||||
Restricted Stock Unit [Member] | |||||||||
Options issued to purchase | 500,000 | ||||||||
Options Outstanding to purchase | 500,000 | ||||||||
Exercise price | $ 6 | ||||||||
Expiration period | May 10, 2022 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 0.57% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 3 years | ||||||||
Aggregate value of options on grant date | $ 1,737,445 | ||||||||
Option expense | $ 370,496 | ||||||||
Restricted Stock Unit [Member] | |||||||||
Options issued to purchase | 25,000 | ||||||||
Options Outstanding to purchase | 25,000 | ||||||||
Exercise price | $ 6.51 | ||||||||
Expiration period | Jun. 28, 2022 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 0.57% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 3 years | ||||||||
Aggregate value of options on grant date | $ 55,251 | ||||||||
Option expense | $ 9,359 | ||||||||
Employee Stock Option [Member] | |||||||||
Options issued to purchase | 215,200 | ||||||||
Options Outstanding to purchase | 215,200 | ||||||||
Expiration period | Sep. 8, 2020 | ||||||||
Expected volatility | 50.00% | ||||||||
Risk-free interest rate | 0.57% | ||||||||
Expected dividends | 0.00% | ||||||||
Expected term in years | 4 years | ||||||||
Aggregate value of options on grant date | $ 546,318 | ||||||||
Option expense | $ 49,239 |
14 WARRANTS (Details)
14 WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at at beginning | 2,777,777 |
Granted | 1,000,000 |
Exercised | 1,111,111 |
Outstanding at end | 2,666,666 |
Weighted Avg.Exercise Price | |
Outstanding at beginning | $ / shares | $ 1.80 |
Granted | $ / shares | $ 6 |
Exercised | 1.80 |
Outstanding at end | $ / shares | $ 1.80 |
Outstanding at at beginning | 4 years 4 months 28 days |
Outstanding at end | 3 years 10 months 24 days |
Intrinsic Value | |
Outstanding at at beginning | $ | $ 13,333,330 |
Outstanding at end | $ | $ 15,444,440 |
15 RESTRICTED STOCK UNITS (Deta
15 RESTRICTED STOCK UNITS (Details) - USD ($) | May 10, 2016 | Aug. 04, 2015 | Jun. 28, 2016 | Dec. 31, 2016 |
Number of restricted shares outstanding | $ 590,869 | |||
Number of restricted stock units vested | 83,189 | |||
Restricted Stock Unit [Member] | ||||
Number of restricted shares outstanding | $ 83,189 | |||
Restricted stock units | $ 3.51 | |||
Aggregate value of restricted stock units on grant date | $ 291,994 | |||
Restricted stock unit expense | $ 172,797 | |||
Restricted Stock Unit [Member] | ||||
Number of restricted shares outstanding | $ 500,000 | |||
Number of restricted stock units vested | 0 | |||
Restricted stock units | $ 7 | |||
Aggregate value of restricted stock units on grant date | $ 3,500,000 | |||
Restricted stock unit expense | $ 746,348 | |||
Restricted Stock Unit [Member] | ||||
Number of restricted shares outstanding | $ 7,680 | |||
Number of restricted stock units vested | 0 | |||
Restricted stock units | $ 6.51 | |||
Aggregate value of restricted stock units on grant date | $ 49,997 | |||
Restricted stock unit expense | $ 25,135 |
16 DEBT (Details)
16 DEBT (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Notes outstanding under revolving credit facility | $ 3,088,890 | $ 1,235,935 |
Term loan - current maturities | 405,376 | |
Total short-term debt | 3,494,266 | 1,235,935 |
Term loan, due 2019 | 1,941,567 | |
Less: Current maturities | 405,376 | |
Long-term debt, net of current maturities | $ 1,536,191 |
16 DEBT (Details 1)
16 DEBT (Details 1) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 405,376 |
2,018 | 405,376 |
2,019 | 1,130,815 |
Total | $ 1,941,567 |
16 DEBT (Details Narrative)
16 DEBT (Details Narrative) - USD ($) | Dec. 31, 2016 | Jan. 07, 2016 |
Term Loan | $ 1,923,466 | |
Revolving Loans | $ 2,743,177 | |
Bigtech Software Private Limited | ||
Term Loan | $ 18,101 | |
Revolving Loans | $ 345,713 |
17 COMMITMENTS AND CONTINGENC53
17 COMMITMENTS AND CONTINGENCIES - Future minimum rental payments under these lease agreements (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Years ending December 31, (amounts in thousands) | |
2,017 | $ 251,512 |
2,018 | 112,901 |
2,019 | 79,478 |
2,020 | 18,754 |
Total | $ 462,645 |
17 COMMITMENTS AND CONTINGENC54
17 COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Rent expense | $ 220,280 | $ 47,475 |
18 SUBSEQUENT EVENTS (Details n
18 SUBSEQUENT EVENTS (Details narratives) - USD ($) | Mar. 10, 2017 | Mar. 07, 2017 | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events [Abstract] | |||||
Common stock issued | 33,333 | 13,885,972 | 11,874,361 | ||
Acquisition common stock | 576,923 | ||||
Interest rate | 6.00% | 8.00% | |||
Unsecured promissory notes | $ 3,750,000 | $ 1,250,000 | |||
Earn-out payments a year for 2016 and 2017 | $ 1,200,000 |