Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | AMERI Holdings, Inc. | |
Entity Central Index Key | 890,821 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,856,249 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 844,104 | $ 1,379,887 |
Accounts receivable | 9,167,088 | 8,059,910 |
Investments | 82,908 | 82,908 |
Other current assets | 1,321,334 | 542,237 |
Total current assets | 11,415,434 | 10,064,942 |
Other assets: | ||
Property and equipment, net | 92,870 | 100,241 |
Intangible assets, net | 10,253,381 | 8,764,704 |
Acquired goodwill | 21,886,567 | 17,089,076 |
Deferred income tax assets, net | 3,488,960 | 3,488,960 |
Total other assets | 35,721,778 | 29,442,981 |
Total assets | 47,137,212 | 39,507,923 |
Current liabilities: | ||
Line of credit | 3,765,391 | 3,088,890 |
Accounts payable | 4,126,323 | 5,130,817 |
Other accrued expenses | 3,947,293 | 2,165,088 |
Bank term loan | 406,156 | 405,376 |
Consideration payable - cash | 7,129,238 | 1,854,397 |
Consideration payable - equity | 11,589,973 | 64,384 |
Dividend payable | 527,979 | 0 |
Total current liabilities | 31,492,353 | 12,708,952 |
Long- term Liabilities: | ||
Convertible notes | 1,250,000 | 0 |
Bank term loan | 1,575,206 | 1,536,191 |
Consideration payable - cash | 0 | 2,711,717 |
Consideration payable - equity | 600,000 | 10,887,360 |
Total long-term liabilities | 3,425,206 | 15,135,268 |
Total liabilities | 34,917,559 | 27,844,220 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 383,985 issued and outstanding as of September 30, 2017 and 363,611 as of December 31, 2016 | 3,840 | 3,636 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 15,856,249 and 13,885,972 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 158,561 | 138,860 |
Additional paid-in capital | 25,487,970 | 15,358,839 |
Accumulated deficit | (13,430,711) | (3,833,588) |
Accumulated other comprehensive income (loss) | (18,511) | (7,426) |
Non-controlling interest | 18,504 | 3,382 |
Total stockholders' equity | 12,219,653 | 11,663,703 |
Total liabilities and stockholders' equity | $ 47,137,212 | $ 39,507,923 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 383,985 | 363,611 |
Preferred stock, shares outstanding (in shares) | 383,985 | 363,611 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 15,856,249 | 13,885,972 |
Common stock, shares outstanding (in shares) | 15,856,249 | 13,885,972 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Revenue | $ 12,529,928 | $ 10,058,558 | $ 37,139,114 | $ 23,758,460 |
Cost of revenue | 9,966,490 | 8,361,960 | 28,941,535 | 18,897,059 |
Gross profit | 2,563,438 | 1,696,598 | 8,197,579 | 4,861,401 |
Operating expenses | ||||
Selling and marketing | 402,846 | 137,024 | 1,170,051 | 401,487 |
General and administration | 5,283,059 | 1,326,327 | 12,389,581 | 5,316,390 |
Acquisition related expenses | 5,694 | 1,015,558 | 390,174 | 1,630,778 |
Depreciation and amortization | 817,284 | 509,377 | 2,332,041 | 722,390 |
Operating expenses | 6,508,883 | 2,988,286 | 16,281,847 | 8,071,045 |
Operating income (loss) | (3,945,445) | (1,291,688) | (8,084,268) | (3,209,644) |
Interest expense | (132,973) | (290,423) | (388,122) | (674,683) |
Changes in estimates | 0 | 0 | 400,000 | 0 |
Others, net | 17,446 | (195,518) | 21,921 | (197,679) |
Income (loss) before income taxes | (4,060,972) | (1,777,629) | (8,050,469) | (4,082,006) |
Tax benefit / (provision) | 0 | 0 | 0 | 0 |
Income after income taxes | (4,060,972) | (1,777,629) | (8,050,469) | (4,082,006) |
Net income attributable to non-controlling interest | (6,632) | 0 | (18,504) | 0 |
Net income (loss) attributable to the Company | (4,067,604) | (1,777,629) | (8,068,973) | (4,082,006) |
Dividend on preferred stock | (541,864) | 0 | (1,546,655) | 0 |
Net loss attributable to common stock holders | (4,609,468) | (1,777,629) | (9,615,628) | (4,082,006) |
Other comprehensive income (loss), net of tax | ||||
Foreign exchange translation | (14,234) | 59,079 | (11,084) | (6,619) |
Comprehensive income/(loss) | (4,623,702) | (1,718,550) | (9,626,712) | (4,088,625) |
Comprehensive income/(loss) attributable to the Company | (4,617,070) | (1,718,550) | (9,608,208) | (4,088,625) |
Comprehensive income/(loss) attributable to the non-controlling interest | (6,632) | 0 | (18,504) | 0 |
Comprehensive income/(loss) | $ (4,623,702) | $ (1,718,550) | $ (9,626,712) | $ (4,088,625) |
Basic income (loss) per share (in dollars per share) | $ (0.31) | $ (0.13) | $ (0.66) | $ (0.32) |
Diluted income (loss) per share (in dollars per share) | $ (0.31) | $ (0.13) | $ (0.66) | $ (0.32) |
Basic weighted average number of common shares outstanding (in shares) | 14,715,947 | 13,653,586 | 14,472,322 | 12,794,149 |
Diluted weighted average number of common shares outstanding (in shares) | 14,715,947 | 13,653,586 | 14,472,322 | 12,794,149 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flow from operating activities | ||
Comprehensive income/(loss) | $ (9,626,712) | $ (4,088,625) |
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | ||
Depreciation and amortization | 2,332,041 | 722,390 |
Provision for Preference dividend | 1,546,655 | 0 |
Changes in estimate of contingent consideration | (400,000) | 0 |
Stock, option, restricted stock unit and warrant expense | 5,167,358 | 945,959 |
Foreign exchange translation adjustment | 11,085 | 0 |
Increase (decrease) in: | ||
Accounts receivable | (1,107,178) | (2,852,778) |
Other current assets | (779,097) | (285,831) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 1,056,277 | 2,561,321 |
Net cash provided by (used in) operating activities | (1,799,571) | (2,997,564) |
Cash flow from investing activities | ||
Purchase of fixed assets | (7,797) | 3,261,617 |
Acquisition consideration | (694,711) | (8,779,040) |
Investments | 0 | 82,908 |
Net cash used in investing activities | (702,508) | (5,434,515) |
Cash flow from financing activities | ||
Proceeds from bank loan and convertible notes, net | 1,966,296 | 4,467,879 |
Additional stock issued | 0 | 5,000,000 |
Net cash provided by financing activities | 1,966,296 | 9,467,879 |
Net increase (decrease) in cash and cash equivalents | (535,783) | 1,035,800 |
Cash and cash equivalents as at beginning of the period | 1,379,887 | 1,878,034 |
Cash at the end of the period | $ 844,104 | $ 2,913,834 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2017 | |
ORGANIZATION [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION: AMERI Holdings, Inc. is a fast-growing technology services company which provides SAP cloud, digital and enterprise services to clients worldwide. Headquartered in Princeton, New Jersey Ameri100 has offices in the U.S. and Canada. The Company additionally has global delivery centers in India. With its bespoke engagement model, Ameri100 delivers transformational value to its clients across industry verticals. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosure notes 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 unaudited 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 unaudited condensed consolidated financial statements. 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. During the first quarter of 2016, the Company erroneously classified approximately $1.9 million of expenses as general and administrative expenses which should have been classified as cost of revenue. The Company has corrected this error in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The reclassification did not change the Company’s net income or loss for the period reported. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Recent Accounting Pronouncements New Standards to Be Implemented In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The Company is in process of evaluating the impact of these updates. In January 2017, the FASB issued ASU No. 2017-01, clarifying the Definition of a Business, which clarifies and provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this update should be applied prospectively on or after the effective date. This update is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before the issuance date or effective date and only when the transactions have not been reported in issued or made available for issuance financial statements. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. Standards Implemented In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. The guidance eliminates the requirement that an acquirer in a business combination account for a measurement period adjustment retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which the amount of the adjustment is determined. In addition, the portion of the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date should be presented separately on the face of the income statement or disclosed in the notes. This guidance was effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This guidance did not have a material impact on the Company’s consolidated financial results. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation”. The new guidance changes the accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the Consolidated Statement of Cash Flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This guidance did not have a material impact on the Company’s consolidated financial results. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2017 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia 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. Following the acquisition, 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 total consideration for the acquisition of Ameri Georgia was $9,910,817, consisting 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 paid on the last day of each calendar quarter of 2016; (d) A $1,000,000 cash reimbursement 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 earnings before interest taxes, depreciation and amortization (“EBITDA”) targets specified in the purchase agreement, subject to downward or upward adjustment depending on actual results. The earn-out for 2016 was 30% higher than the previously agreed targets, resulting in a higher than anticipated earn-out payment, and the excess of the 2016 earn-out payment over what was planned was made as an adjustment to our income statement. 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. The total purchase price of $9,910,817 was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill. The Company paid $261,876 in cash to the former shareholders of Ameri Georgia as earn-out payments during the nine months ended September 30, 2017. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to acquire 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 improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting 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 (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years; and (c) $255,000, which may become payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieves certain pre-determined revenue and EBITDA targets in 2017 and 2018. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. 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. The total purchase price of $850,000 was allocated to intangibles of $595,000, taking into consideration projected revenue from the acquired list of Bigtech customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. The Bigtech acquisition did not constitute a significant acquisition for the Company. Acquisition of Virtuoso On July 22, 2016, we, through 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 total purchase price paid to the Sole Member for the acquisition of Virtuoso was $1,831,881 consisting 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) 101,250 shares of our common stock at closing, valued at approximately $700,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition; and (c) Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017, 2018 and 2019. Out of the total contingent consideration of approximately $1,000,000, we only considered 50% of the earn-out in the purchase price, mainly due to the reorganization of Virtuoso. The total purchase price of $1,831,881 was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. The Virtuoso earn-out payments for 2016 amounted to $64,736 in cash and 12,408 shares of common stock, which were delivered to the Sole Member during the nine months ended September 30, 2017. Acquisition of Ameri Arizona On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our President and Chief Executive Officer and Executive Vice Chairman, respectively. In July 2017, the name of DC&M Partners, L.L.C. was changed to Ameri100 Arizona LLC. Ameri Arizona is a SAP consulting company headquartered in Chandler, Arizona. Ameri Arizona 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. Ameri Arizona is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called “IRIS”. Ameri Arizona 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 aggregate purchase price for the acquisition of Ameri Arizona was $15,816,000 consisting of: (a) A cash payment in the amount of $3,000,000 at closing; (b) 1,600,000 shares of our common stock (valued at approximately $10.4 million based on the $6.51 closing price of our common stock on the closing date of the acquisition), 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, through the achievement of annual revenue and gross margin in 2017 and 2018. The total purchase price of $15,816,000 was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of Ameri Arizona customers over a period of three years, and the balance was allocated to goodwill. Based on the Company’s current estimates of the consideration payable under the purchase agreement, the Company does not believe the Ameri Arizona will achieve its earn-out for 2017 and reduced the consideration payable estimates by $400,000 in its income statement for the quarter ended June 30, 2017. The Company is also currently negotiating with the former members of Ameri Arizona regarding the Company’s earn-out payment obligations. The Company paid $300,000 in earn-out payments during the nine months ended September 30, 2017 for earn-out amounts earned prior to such date. Acquisition of Ameri California On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ATCG, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative. In July 2017, the name of ATCG Technology Solutions, Inc. was changed to Ameri100 California Inc. Ameri California provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services. The aggregate purchase price for the acquisition of Ameri California was $8,784,533, consisting of: (a) 576,923 shares of our common stock, valued at approximately $3.8 million based on the closing price of our Common Stock on the closing date of the acquisition; (b) Unsecured promissory notes issued to certain of Ameri California’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); (c) Earn-out payments in shares of our common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and EBITDA targets as specified in the purchase agreement. We estimate those targets will be fully achieved; and (d) An additional cash payment of $55,687 for cash that was left in Ameri California at closing. The total purchase price of $8,784,533 was allocated to intangibles of $3.75 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. For this acquisition, the net cash outflow in 2017 was $ 55,687. Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 The Company has $19,319,211, in total towards consideration payable including contingent consideration payable for its acquisitions, consisting of $7,129,238 in cash obligations and $12,189,973 worth of common stock to be issued (assuming a per share price of $6.51). Out of $19,319,211, $5,346,688 is towards contingent consideration payable on earn-outs. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2017 | |
REVENUE RECOGNITION [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 quarter ended September 30, 2017. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
SHARE-BASED COMPENSATION [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"). The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants. 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. We granted options to purchase 185,000 shares of our common stock and 98,669 restricted stock units pursuant to the Plan during the nine months ended September 30, 2017. Share based compensation expense for nine months ended September 30, 2017 was $5,167,354. During the quarter ended September 30, 2017, Lone Star Value Investors, LP a warrant the shares of our stock we During quarter ended June 30, 2017 , |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 6. INTANGIBLE ASSETS: We amortize our intangible assets that have finite lives using the straight-line method. Amortization expense was $2,264,247 during the nine months ended September 30, 2017. This amortization expense relates to customer lists and products capitalized on our balance sheet, which expire through 2020. As of September 30, 2017, and December 31, 2016, capitalized intangible assets were as follows: September 30, 2017 December 31, 2016 Capitalized intangible assets $ 12,517,628 $ 10,074,546 Accumulated amortization 2,264,247 1,309,842 Total intangible assets $ 10,253,381 $ 8,764,704 Our amortization schedule is as follows: Years ending December 31, Amount 2017 $ 665,859 2018 2,955,873 2019 2,727,968 2020 2,652,000 2021 1,251,681 Total $ 10,253,381 The Company’s intangible assets consist of the customer lists acquired from the Company’s acquisition of WinHire Inc, Ameri Georgia, Ameri Arizona, Virtuoso, Bigtech and Ameri California. 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. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 7. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. Goodwill was comprised of the following amounts: September 30, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 Ameri Arizona 10,416,000 10,416,000 Bigtech 299,803 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,812,243 - Total $ 21,886,567 $ 17,089,076 As per Company policy, goodwill impairment tests will be conducted on an annual basis and any impairment will be reflected in the Company’s statements of operations. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 8. 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: Nine Months Ended September 30, 2017 Nine Months Ended September 30, Net income (loss) attributable to common stock holders $ (9,615,628 ) $ (4,082,006 ) Weighted average common shares outstanding 14,472,322 12,794,149 Basic net income (loss) per share of common stock $ (0.66 ) $ (0.32 ) Diluted net income (loss) per share of common stock $ (0.66 ) $ (0.32 ) Share based awards, inclusive of all grants made under the Plan, 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. |
OTHER ITEMS
OTHER ITEMS | 9 Months Ended |
Sep. 30, 2017 | |
OTHER ITEMS [Abstract] | |
OTHER ITEMS | NOTE 9. OTHER ITEMS: The Company paid an in-kind dividend on its Series A Preferred Stock for the quarter ended September 30, 2017 by issuing 10,277 shares of Series A Preferred Stock to the sole holder of the Company’s Series A Preferred Stock. The Company has yet to make the dividend payment on its Series A Preferred Stock which was payable on September 30, 2017. The Company will pay the sole holder of the Series A Preferred Stock the accrued dividend in-kind pursuant to the terms of the Certificate of Designation contemporaneously with the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. |
BANK DEBT
BANK DEBT | 9 Months Ended |
Sep. 30, 2017 | |
BANK DEBT [Abstract] | |
BANK DEBT | NOTE 10. BANK DEBT: On July 1, 2016, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with its wholly-owned subsidiaries Ameri and Partners Inc and Ameri Georgia, as borrowers (the “Borrowers”), the Company and its wholly-owned subsidiary Linear Logics, Corp. 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 Ameri Arizona, Virtuoso and Ameri California 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 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 amounts borrowed by the Borrowers under the Loan Agreement are guaranteed by the guarantors, and the Loan Agreement is secured by substantially all of the Borrowers’ assets. 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. On August 28, 2017, the Company and certain of its subsidiaries obtained an incremental term loan from Sterling National Bank in the amount of $343,200.58, which amount shall be an addition to and comprise a part of the existing term loan under the existing Loan Agreement. The Company has not been in compliance with the financial covenants contained in its Loan Agreement with Sterling National Bank. The Company received waivers from Sterling National Bank for its non-compliance with the Loan Agreement for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 in exchange for the payment of a fee of $5,000 for each quarterly waiver. The Company does not expect to be in compliance with the terms of the Loan Agreement following the conclusion of the terms of the waivers granted by Sterling National Bank. The Company is continuing to work with Sterling National Bank to address its non-compliance. If we are unable to obtain future waivers from Sterling National Bank, the bank could declare our loans with it to be in default and elect to claim all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay the outstanding amounts, Sterling National Bank could proceed against the collateral granted to it to secure our indebtedness to it. We pledged substantially all of our assets as collateral under the Loan Agreement. The Loan Agreement is also supported by a limited guaranty from Giri Devanur, our President and Chief Executive Officer. If Sterling National Bank accelerates the repayment of our loans, there is no assurance that we will have sufficient assets to repay the loans. A default under the Loan Agreement may also result in an event of default under the Company’s outstanding convertible notes. We are currently looking for additional sources of financing, however there is no guarantee that we will have additional financing available to us. Interest paid on the Term Loan during the nine months ended September 30, 2017 amounted to $108,206. Principal repaid on the Term Loan during the nine months ended September 30, 2017 was $304,144. The short term and long-term outstanding balances on the Term Loan as of September 30, 2017 was $406,156 and $1,575,206, respectively. The outstanding balance of the Revolving Loans as of September 30, 2017 was $3,765,391. Bigtech, which was acquired as of July 1, 2016, had a term loan of $14,695 and a line of credit for $305,282 as of September 30, 2017. The Bigtech line of credit is with an Indian bank, HDFC Bank Limited, and was entered into on September 3, 2015 for Bigtech’s working capital requirements. The line of credit is for up to $416,667 with an interest rate of 11.85% per annum and maturity in June 2020. The Bigtech term loan accrues interest at the rate of 10.30% per annum and matures in 2020. Both the term loan and the line of credit were already in place when the Company acquired Bigtech. Interest paid during the nine months ended September 30, 2017 amounted to $1,486 for the term loan and $28,560 line of credit held by Bigtech. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2017 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | NOTE 11. CONVERTIBLE NOTES: On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1,250,000 from four accredited investors, including one of the Company’s directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. 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 us at any time without penalty. The 2017 Notes are convertible into shares of our 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 Securities and Exchange Commission (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 our 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. 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 $232,022 and $125,883 for the nine months ended September 30, 2017 and 2016, respectively. The increase during the comparative periods is due to the addition of office space through the acquisition of Ameri Arizona, Virtuoso, Bigtech and Ameri California. The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2019. The future minimum rental payments under these lease agreements are as follows: Year ending December 31, Amount 2017 $ 68,360 2018 189,428 2019 123,083 2020 70,333 2021 7,371 Total $ 458,575 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 13. FAIR VALUE MEASUREMENT: The group’s financial instruments consist primarily of cash and cash equivalent, accounts receivable, accounts payable, contingent consideration liability and accrued liabilities. The carrying amounts of accounts receivable, accounts payable, cash and cash equivalents and accrued liabilities are considered to be the same as their fair value, due to their short-term nature. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures 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. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Level 3 Contingent consideration $ 5,346,688 $ 5,266,488 The following table presents the change in level 3 instruments: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Opening balance 5,346,688 5,266,488 Additions during the period $ - $ 1,200,000 Paid/settlements - (719,800 ) Total gains recognized in Statement of Operations - (400,000 ) Closing balance 5,346,688 5,346,688 Contingent consideration pertaining to the acquisitions referred to in note 3 above as of September 30, 2017 has been classified under level 3 as the fair valuation of such contingent consideration has been done using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity The amount of total gains/(losses) included in our Statement of Operations and Comprehensive Income/(Loss) is attributable to change in fair value of contingent consideration arising from the acquisition of Ameri Arizona were $400,000 and $0 for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2017 | |
NON-CONTROLLING INTEREST [Abstract] | |
NON-CONTROLLING INTEREST | Note 14. NON-CONTROLLING INTEREST: The subsidiaries of the Company are all direct or indirect wholly-owned subsidiaries, except for Ameritas Technologies India Private Limited, of which the Company held 76% of the equity of the company, through September 30, 2017. The Company attributes relevant gains and losses to such non-controlling interests for every financial year. During the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016 the profit/(loss) attributable to the holders of non-controlling interests amounted to $(6,632) and $0 and $(18,504) and $0, respectively. |
RESTRUCTURING AND STREAMLINING
RESTRUCTURING AND STREAMLINING COSTS | 9 Months Ended |
Sep. 30, 2017 | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
RESTRUCTURING AND STREAMLINING COSTS | NOTE 15. RESTRUCTURING AND STREAMLINING COSTS: During the quarter ended September 30, 2017, the Company streamlined its operations by eliminating redundant positions across its acquired entities, which resulted in a restructuring charge of approximately $85,000 affecting approximately 20 employees. The Company anticipates that streamlining of its operations will result in annual savings of approximately $1.5 million, inclusive of payroll, benefits, office consolidations and other ancillary employee related costs. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Standards to Be Implemented In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The Company is in process of evaluating the impact of these updates. In January 2017, the FASB issued ASU No. 2017-01, clarifying the Definition of a Business, which clarifies and provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this update should be applied prospectively on or after the effective date. This update is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before the issuance date or effective date and only when the transactions have not been reported in issued or made available for issuance financial statements. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. Standards Implemented In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. The guidance eliminates the requirement that an acquirer in a business combination account for a measurement period adjustment retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which the amount of the adjustment is determined. In addition, the portion of the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date should be presented separately on the face of the income statement or disclosed in the notes. This guidance was effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This guidance did not have a material impact on the Company’s consolidated financial results. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation”. The new guidance changes the accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the Consolidated Statement of Cash Flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This guidance did not have a material impact on the Company’s consolidated financial results. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
BUSINESS COMBINATIONS [Abstract] | |
Allocation of Purchase Price | Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
Capitalized Intangible Assets | As of September 30, 2017, and December 31, 2016, capitalized intangible assets were as follows: September 30, 2017 December 31, 2016 Capitalized intangible assets $ 12,517,628 $ 10,074,546 Accumulated amortization 2,264,247 1,309,842 Total intangible assets $ 10,253,381 $ 8,764,704 |
Summary of Amortization | Our amortization schedule is as follows: Years ending December 31, Amount 2017 $ 665,859 2018 2,955,873 2019 2,727,968 2020 2,652,000 2021 1,251,681 Total $ 10,253,381 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
GOODWILL [Abstract] | |
Goodwill | Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. Goodwill was comprised of the following amounts: September 30, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 Ameri Arizona 10,416,000 10,416,000 Bigtech 299,803 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,812,243 - Total $ 21,886,567 $ 17,089,076 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Reconciliation of Net Income and Weighted Average Shares Used in Computing Basic and Diluted Net Income per Share | A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Nine Months Ended September 30, 2017 Nine Months Ended September 30, Net income (loss) attributable to common stock holders $ (9,615,628 ) $ (4,082,006 ) Weighted average common shares outstanding 14,472,322 12,794,149 Basic net income (loss) per share of common stock $ (0.66 ) $ (0.32 ) Diluted net income (loss) per share of common stock $ (0.66 ) $ (0.32 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments Under the Lease Agreements | The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2019. The future minimum rental payments under these lease agreements are as follows: Year ending December 31, Amount 2017 $ 68,360 2018 189,428 2019 123,083 2020 70,333 2021 7,371 Total $ 458,575 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENT [Abstract] | |
Financial Assets, Measured at Fair Value | The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Level 3 Contingent consideration $ 5,346,688 $ 5,266,488 |
Change in Level 3 Instruments | The following table presents the change in level 3 instruments: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Opening balance 5,346,688 5,266,488 Additions during the period $ - $ 1,200,000 Paid/settlements - (719,800 ) Total gains recognized in Statement of Operations - (400,000 ) Closing balance 5,346,688 5,346,688 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
BASIS OF PRESENTATION [Abstract] | |||||
Cost of Revenue | $ 9,966,490 | $ 8,361,960 | $ 1,900,000 | $ 28,941,535 | $ 18,897,059 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Mar. 10, 2017USD ($)shares | Oct. 21, 2016USD ($) | Sep. 22, 2016USD ($) | Jul. 29, 2016USD ($)$ / sharesshares | Jul. 22, 2016USD ($)$ / sharesshares | Jul. 02, 2016USD ($)$ / sharesshares | Nov. 20, 2015USD ($)consultantshares | Sep. 01, 2015USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | $ 19,319,211 | $ 19,319,211 | |||||||||||
Acquisition payments in 2016 | 694,711 | $ 8,779,040 | |||||||||||
Change in fair value of contingent consideration | $ 0 | $ 0 | $ 400,000 | $ 0 | $ 0 | ||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | $ 6.51 | |||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | $ 21,886,567 | $ 21,886,567 | 17,089,076 | ||||||||||
Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | 7,129,238 | 7,129,238 | |||||||||||
Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | 12,189,973 | 12,189,973 | |||||||||||
Earn-out [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | 5,346,688 | 5,346,688 | |||||||||||
Ameri Georgia [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of consultants | consultant | 175 | ||||||||||||
Consideration of acquisition | $ 9,910,817 | ||||||||||||
Business acquisition, cash payment at closing | $ 3,000,000 | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 235,295 | ||||||||||||
Quarterly cash payments to be paid on the last day of each calendar quarter of 2016 | $ 250,000 | ||||||||||||
Business acquisition, cash reimbursement | $ 1,000,000 | ||||||||||||
Excess of accounts receivable over its accounts payable | $ 2,910,817 | ||||||||||||
Business acquisition, percentage of earn-out payments | 30.00% | ||||||||||||
Earn-out payments to be paid | $ 500,000 | 261,876 | $ 261,876 | ||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | 1,800,000 | ||||||||||||
Goodwill | 3,500,000 | 3,470,522 | $ 3,470,522 | 3,470,522 | |||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 1,400,000 | ||||||||||||
Accounts Receivable | 5,600,000 | ||||||||||||
Other Assets | 200,000 | ||||||||||||
Current Assets, Total | 7,300,000 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 1,300,000 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 1,300,000 | ||||||||||||
Current Liabilities, Total | 2,700,000 | ||||||||||||
Net Working Capital Acquired | 4,600,000 | ||||||||||||
Total Purchase Price | $ 9,900,000 | ||||||||||||
Bigtech Software Private Limited [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration of acquisition | $ 850,000 | ||||||||||||
Business acquisition, cash payment at closing | $ 340,000 | ||||||||||||
Warrants purchase (in shares) | shares | 51,000 | ||||||||||||
Warrants purchase period | 2 years | ||||||||||||
Commission to be paid in cash | $ 255,000 | ||||||||||||
Membership interest acquired | 100.00% | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Value of common stock | $ 250,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | $ 600,000 | ||||||||||||
Goodwill | 300,000 | 299,803 | $ 299,803 | 314,555 | |||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | $ 900,000 | ||||||||||||
Virtuoso [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration of acquisition | $ 1,831,881 | ||||||||||||
Business acquisition, cash payment at closing | $ 675,000 | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 101,250 | ||||||||||||
Acquisition payments in 2016 | $ 64,736 | ||||||||||||
Stock earn-out payments to be paid (in shares) | shares | 12,408 | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Value of common stock | $ 700,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||||
Considered Earn-out Percentage of Purchase Price | 50.00% | ||||||||||||
Considered Amount from Contingent Consideration | $ 1,000,000 | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | 900,000 | ||||||||||||
Goodwill | 900,000 | ||||||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | 1,800,000 | ||||||||||||
Virtuoso [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | 450,000 | ||||||||||||
Virtuoso [Member] | Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | $ 560,807 | ||||||||||||
Ameri Arizona [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration of acquisition | $ 15,816,000 | ||||||||||||
Business acquisition, cash payment at closing | $ 3,000,000 | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 1,600,000 | ||||||||||||
Commission to be paid in cash | $ 300,000 | ||||||||||||
Membership interest acquired | 100.00% | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Value of common stock | $ 10,400,000 | ||||||||||||
Change in fair value of contingent consideration | $ 400,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | $ 5,400,000 | ||||||||||||
Goodwill | 10,400,000 | 10,416,000 | $ 10,416,000 | 10,416,000 | |||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | 15,800,000 | ||||||||||||
Ameri Arizona [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | $ 1,500,000 | ||||||||||||
Ameri California [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration of acquisition | $ 8,784,533 | ||||||||||||
Business acquisition, cash payment at closing | $ 55,687 | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 576,923 | ||||||||||||
Membership interest acquired | 100.00% | ||||||||||||
Unsecured promissory notes | $ 3,750,000 | ||||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Value of common stock | $ 3,800,000 | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | 3,800,000 | ||||||||||||
Goodwill | 5,000,000 | $ 4,812,243 | $ 4,812,243 | $ 0 | |||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | 8,800,000 | ||||||||||||
Ameri California [Member] | Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out payments to be paid | $ 1,200,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 5,167,354 | ||
2015 Equity Incentive Award Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance under the equity incentive plan (in shares) | 2,000,000 | 2,000,000 | |
2015 Equity Incentive Award Plan [Member] | Lone Star Value Investors, LP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issued in the event of cashless warrants exercised (in shares) | 1,205,837 | ||
Share based compensation expense | $ 2,170,506 | ||
2015 Equity Incentive Award Plan [Member] | Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted for purchase (in shares) | 1,607,758 | ||
2015 Equity Incentive Award Plan [Member] | Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares cancelled (in shares) | 174,680 | ||
Accelerated cost | $ 792,764 | ||
2015 Equity Incentive Award Plan [Member] | Employees [Member] | Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted for purchase (in shares) | 185,000 | ||
2015 Equity Incentive Award Plan [Member] | Employees [Member] | Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of other than options granted for purchase (in shares) | 98,669 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | ||
Amortization expense | $ 2,264,247 | |
Capitalized Intangible Assets [Abstract] | ||
Capitalized intangible assets | 12,517,628 | $ 10,074,546 |
Accumulated amortization | 2,264,247 | 1,309,842 |
Total intangible assets | 10,253,381 | $ 8,764,704 |
Amortization Expense for Intangible Assets [Abstract] | ||
2,017 | 665,859 | |
2,018 | 2,955,873 | |
2,019 | 2,727,968 | |
2,020 | 2,652,000 | |
2,021 | 1,251,681 | |
Total | $ 10,253,381 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Sep. 30, 2017 | Mar. 10, 2017 | Dec. 31, 2016 | Jul. 29, 2016 | Jul. 02, 2016 | Nov. 20, 2015 |
Goodwill [Line Items] | ||||||
Goodwill | $ 21,886,567 | $ 17,089,076 | ||||
Virtuoso [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 939,881 | 939,881 | ||||
Ameri Arizona [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 10,416,000 | 10,416,000 | $ 10,400,000 | |||
Bigtech [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 299,803 | 314,555 | $ 300,000 | |||
Ameri Consulting Service Pvt. Ltd [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 1,948,118 | 1,948,118 | ||||
Ameri Georgia [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 3,470,522 | 3,470,522 | $ 3,500,000 | |||
Ameri California [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 4,812,243 | $ 5,000,000 | $ 0 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
EARNINGS (LOSS) PER SHARE [Abstract] | ||||
Net income (loss) attributable to common stock holders | $ (4,609,468) | $ (1,777,629) | $ (9,615,628) | $ (4,082,006) |
Weighted average common shares outstanding (in shares) | 14,472,322 | 12,794,149 | ||
Basic net income (loss) per share of common stock (in dollars per share) | $ (0.31) | $ (0.13) | $ (0.66) | $ (0.32) |
Diluted net income (loss) per share of common stock (in dollars per share) | $ (0.31) | $ (0.13) | $ (0.66) | $ (0.32) |
OTHER ITEMS (Details)
OTHER ITEMS (Details) | 3 Months Ended |
Sep. 30, 2017shares | |
Series A Preferred Stock [Member] | |
Dividends Payable [Line Items] | |
Number of shares issued for dividends (in shares) | 10,277 |
BANK DEBT (Details)
BANK DEBT (Details) - USD ($) | Jul. 02, 2016 | Sep. 30, 2017 | Aug. 28, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Capital expenditure amount limit | 150,000 | |||
Coverage ratio | 2.00 to 1.00 | |||
Payment of fees | $ 5,000 | |||
Short term loan outstanding | 406,156 | $ 405,376 | ||
long term loan outstanding | 1,575,206 | $ 1,536,191 | ||
Bigtech [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 416,667 | |||
Line of credit facility interest rate | 11.85% | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Consecutive monthly installment payment | $ 33,333.33 | |||
Debt instrument, face amount | $ 343,200.58 | |||
Interest paid | 108,206 | |||
Principal repayment | 304,144 | |||
Short term loan outstanding | 406,156 | |||
long term loan outstanding | 1,575,206 | |||
Term Loan [Member] | Bigtech [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding balance | $ 14,695 | |||
Accrued interest percentage on debt instrument | 10.30% | |||
Interest paid | $ 1,486 | |||
Term Loan [Member] | Wall Street Journal Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate per annum | 3.75% | |||
Revolving Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 8,000,000 | |||
Maturity date | Jul. 1, 2019 | |||
Term of loan agreement renew on each anniversary | 1 year | |||
Revolving Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Period for renewing the loan agreement | 60 days | |||
Revolving Loans [Member] | Wall Street Journal Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate per annum | 2.00% | |||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 200,000 | |||
Interest rate per annum | 3.75% | |||
Letter of Credit [Member] | Wall Street Journal Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate per annum | 3.25% | |||
Line of Credit [Member] | Bigtech [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jun. 30, 2020 | |||
Outstanding balance | $ 305,282 | |||
Interest paid | 28,560 | |||
Revolving Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding balance | $ 3,765,391 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - 8% Convertible Unsecured Promissory Notes [Member] | Mar. 07, 2017USD ($)Investor | Sep. 30, 2017d |
Debt Instrument [Line Items] | ||
Stated interest rate | 8.00% | |
Proceeds from sale of convertible note payable | $ | $ 1,250,000 | |
Number of accredited investors | Investor | 4 | |
Maturity date | Mar. 31, 2020 | |
Interest rate in case of default | 10.00% | |
Conversion price percentage | 68.00% | |
Number of trading days | d | 20 |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rent expense | $ 232,022 | $ 125,883 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | 68,360 | |
2,018 | 189,428 | |
2,019 | 123,083 | |
2,020 | 70,333 | |
2,021 | 7,371 | |
Total | $ 458,575 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Change in Level 3 Instruments [Abstract] | |||||
Change in fair value of contingent consideration | $ 0 | $ 0 | $ 400,000 | $ 0 | $ 0 |
Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 5,346,688 | 5,346,688 | 5,266,488 | ||
Change in Level 3 Instruments [Abstract] | |||||
Opening balance | 5,346,688 | 5,266,488 | |||
Additions during the period | 0 | 1,200,000 | |||
Paid/settlements | 0 | (719,800) | |||
Total gains recognized in Statement of Operations | 0 | (400,000) | |||
Closing balance | $ 5,346,688 | $ 5,346,688 | $ 5,266,488 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||||
Net income (loss) attributable to non-controlling interest | $ (6,632) | $ 0 | $ (18,504) | $ 0 |
Ameritas Technologies India Private Limited [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by parent | 76.00% | 76.00% |
RESTRUCTURING AND STREAMLININ40
RESTRUCTURING AND STREAMLINING COSTS (Details) | 3 Months Ended |
Sep. 30, 2017USD ($)Employee | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
Restructuring charge | $ 85,000 |
Number of employees expected to be impacted | Employee | 20 |
Annual savings due to streamlining of operations | $ 1,500,000 |