Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 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 Public Float | $ 8.7 | ||
Entity Common Stock, Shares Outstanding | 18,790,998 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
AUDITED CONDENSED CONSOLIDATED
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,882,084 | $ 1,379,887 |
Accounts receivable | 8,838,453 | 8,059,910 |
Other current assets | 924,266 | 625,145 |
Total current assets | 14,644,803 | 10,064,942 |
Other assets: | ||
Property and equipment, net | 95,048 | 100,241 |
Intangible assets, net | 9,469,703 | 8,764,704 |
Acquired goodwill | 21,898,323 | 17,089,076 |
Deferred income tax assets, net | 6,088,751 | 3,488,960 |
Total other assets | 37,551,825 | 29,442,981 |
Total assets | 52,196,628 | 39,507,923 |
Current liabilities: | ||
Line of credit | 4,053,318 | 3,088,890 |
Accounts payable | 5,324,872 | 5,130,817 |
Other accrued expenses | 2,582,661 | 2,165,088 |
Current portion - long term notes | 749,551 | 405,376 |
Consideration payable - cash | 5,509,427 | 1,854,397 |
Consideration payable - equity | 12,148,053 | 64,384 |
Total current liabilities | 30,367,882 | 12,708,952 |
Long term liabilities: | ||
Convertible notes | 1,250,000 | 0 |
Long-term notes - net of current portion | 1,130,563 | 1,536,191 |
Long-term consideration payable - cash | 0 | 2,711,717 |
Long-term consideration payable - equity | 0 | 10,887,360 |
Total long-term liabilities | 2,380,563 | 15,135,268 |
Total liabilities | 32,748,445 | 27,844,220 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 405,395 and 363,611 issued and outstanding as of December 31, 2017, and December 31, 2016, respectively | 4,054 | 3,636 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 18,162,723 and 13,885,972 issued and outstanding as of December 31, 2017, and December 31, 2016, respectively | 181,625 | 138,860 |
Additional paid-in capital | 34,223,181 | 15,358,839 |
Accumulated deficit | (14,997,552) | (3,833,588) |
Accumulated other comprehensive income (loss) | 36,875 | (7,426) |
Non-controlling interest | 0 | 3,382 |
Total stockholders' equity | 19,448,183 | 11,663,703 |
Total liabilities and stockholders' equity | $ 52,196,628 | $ 39,507,923 |
AUDITED CONDENSED CONSOLIDATED3
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 405,395 | 363,611 |
Preferred stock, shares outstanding (in shares) | 405,395 | 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) | 18,162,723 | 13,885,972 |
Common stock, shares outstanding (in shares) | 18,162,723 | 13,885,972 |
AUDITED CONDENSED CONSOLIDATED4
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||
Net revenue | $ 48,593,712 | $ 36,145,589 |
Cost of revenue | 38,355,967 | 29,217,186 |
Gross profit | 10,237,745 | 6,928,403 |
Operating expenses: | ||
Selling, general and administration | 18,510,120 | 9,361,961 |
Acquisition related expenses | 481,123 | 1,585,136 |
Depreciation and amortization | 3,217,191 | 1,361,169 |
Operating expenses | 22,208,434 | 12,308,266 |
Operating (loss): | (11,970,689) | (5,379,863) |
Interest expense | (575,039) | (751,074) |
Other income | 4,995 | 16,604 |
Change due to estimates | 1,074,158 | (410,817) |
Total other income /(expenses) | 504,114 | (1,145,287) |
(Loss) before income taxes | (11,466,575) | (6,525,150) |
Income tax benefit | 2,391,762 | 3,747,846 |
Net (loss) | (9,074,813) | (2,777,304) |
Non-controlling interest | 0 | (3,382) |
Net (loss) attributable to the company | (9,074,813) | (2,780,686) |
Dividend on preferred stock | (2,089,151) | 0 |
Net (loss) attributable to common stock holders | (11,163,964) | (2,780,686) |
Other comprehensive income/ (loss), net of tax: | ||
Foreign exchange translation adjustment | 44,301 | (7,426) |
Total comprehensive (loss) | (11,119,663) | (2,788,112) |
Comprehensive (loss) attributable to the Company | (11,119,663) | (2,784,730) |
Comprehensive (loss) attributable to the non-controlling interest | 0 | (3,382) |
Comprehensive income (loss) | $ (11,119,663) | $ (2,788,112) |
Basic (loss) per share (in dollars per share) | $ (0.75) | $ (0.21) |
Diluted (loss) per share (in dollars per share) | $ (0.75) | $ (0.21) |
Basic weighted average number of shares (in shares) | 14,982,791 | 13,068,597 |
Diluted weighted average number of shares (in shares) | 14,982,791 | 13,068,597 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2015 | $ 118,743 | $ 0 | $ 1,192,692 | $ 0 | $ (1,052,902) | $ 0 | $ 258,533 |
Balance (in shares) at Dec. 31, 2015 | 11,874,361 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued / Public offering of shares | $ 5,000 | 2,995,000 | 3,000,000 | ||||
Common stock issued / Public offering of shares (in shares) | 500,000 | ||||||
Conversion of notes into preferred shares | $ 3,636 | 5,121,364 | 5,125,000 | ||||
Conversion of notes into preferred shares (in shares) | 363,611 | ||||||
Conversion of warrants into common shares | $ 11,111 | 1,988,889 | 2,000,000 | ||||
Conversion of warrants into common shares (in shares) | 1,111,111 | ||||||
Issuance of shares for acquisition | $ 4,006 | 2,603,247 | 2,607,253 | ||||
Issuance of shares for acquisition (in shares) | 400,500 | ||||||
Stock options and RSU expense | 1,457,647 | 1,457,647 | |||||
Non-controlling interests | 3,382 | 3,382 | |||||
Accumulated other comprehensive income (loss) | (7,426) | (7,426) | |||||
Net (loss) | (2,780,686) | (2,780,686) | |||||
Balance at Dec. 31, 2016 | $ 138,860 | $ 3,636 | 15,358,839 | (7,426) | (3,833,588) | 3,382 | 11,663,703 |
Balance (in shares) at Dec. 31, 2016 | 13,885,972 | 363,611 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued / Public offering of shares | $ 14,750 | 4,868,532 | 4,883,282 | ||||
Common stock issued / Public offering of shares (in shares) | 1,475,000 | ||||||
Shares issued against services | $ 333 | 216,665 | 216,998 | ||||
Shares issued against services (in shares) | 33,333 | ||||||
Issuance of shares for acquisition | $ 5,769 | 3,773,077 | 3,778,846 | ||||
Issuance of shares for acquisition (in shares) | 576,923 | ||||||
Stock options and RSU expense | 4,275,855 | 4,275,855 | |||||
Exercise and acceleration of RSU's | $ 4,464 | (4,464) | 0 | ||||
Exercise and acceleration of RSU's (in shares) | 446,509 | ||||||
Bonus shares issued to employees and Directors | $ 1,986 | 512,888 | 514,874 | ||||
Bonus shares issued to employees and Directors (in shares) | 198,600 | ||||||
Shares Issued towards earn-outs | $ 3,405 | 955,611 | 959,016 | ||||
Shares Issued towards earn-outs (in shares) | 340,549 | ||||||
Cashless exercise of warrants | $ 12,058 | 2,158,448 | 2,170,506 | ||||
Cashless exercise of warrants (in shares) | 1,205,837 | ||||||
Public offering of warrants | 15,618 | 15,618 | |||||
Shares issued against preference dividend | $ 418 | 2,088,730 | 2,089,148 | ||||
Shares issued against preference dividend (in shares) | 41,784 | ||||||
Non-controlling interests | 3,382 | (3,382) | 0 | ||||
Accumulated other comprehensive income (loss) | 44,301 | 44,301 | |||||
Net (loss) | (11,163,964) | 0 | (11,163,964) | ||||
Balance at Dec. 31, 2017 | $ 181,625 | $ 4,054 | $ 34,223,181 | $ 36,875 | $ (14,997,552) | $ 0 | $ 19,448,183 |
Balance (in shares) at Dec. 31, 2017 | 18,162,723 | 405,395 |
CONSOLIDATED STATEMENT OF CHAN6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
AUDITED CONDENSED CONSOLIDATED7
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities | ||
Comprehensive (loss) | $ (11,163,964) | $ (2,780,686) |
Adjustment to reconcile comprehensive (loss) to net cash used in operating activities | ||
Depreciation and amortization | 3,217,191 | 1,361,169 |
Preferred dividend | 2,089,151 | 0 |
Changes in estimate of contingent consideration | (1,074,158) | 410,817 |
Equity compensation expense | 7,078,230 | 1,457,647 |
Foreign exchange translation adjustment | 44,301 | (7,426) |
Deferred income tax | (2,391,762) | (3,488,960) |
Increase (decrease) in: | ||
Accounts receivable | (778,543) | (3,187,828) |
Other current assets | (382,029) | (198,428) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 620,789 | 3,729,706 |
Net cash used in operating activities | (2,740,794) | (2,703,989) |
Cash flow from investing activities | ||
Purchase of fixed assets | (4,840) | (29,062) |
Acquisition consideration | (804,044) | (6,563,000) |
Net cash used in investing activities | (808,884) | (6,592,062) |
Cash flow from financing activities | ||
Proceeds from bank loan and convertible notes, net | 2,152,975 | 3,794,522 |
Non-controlling interest | 0 | 3,382 |
Proceeds from additional stock issued, net | 4,898,900 | 5,000,000 |
Net cash provided by financing activities | 7,051,875 | 8,797,904 |
Net increase (decrease) in cash and cash equivalents | 3,502,197 | (498,147) |
Cash and cash equivalents as at beginning of the period | 1,379,887 | 1,878,034 |
Cash at the end of the period | 4,882,084 | 1,379,887 |
Cash paid during the period for: | ||
Interest | 450,920 | 362,792 |
Taxes | $ 0 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2017 | |
ORGANIZATION [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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Preparation. 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. 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. Principles of Consolidation. Revenue Recognition. 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, 2017. Stock-Based Compensation. Impairment. Income Taxes. Accounts Receivable. Business Combinations. Goodwill and Purchased Intangibles. Valuation of Contingent Earn-out Consideration. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2017 | |
SHARE CAPITAL [Abstract] | |
SHARE CAPITAL | NOTE 3. SHARE CAPITAL: On November 21, 2017, we completed an underwritten public offering of 1,475,000 shares of our common stock, at a price of $4.115 per share, and warrants to purchase up to an aggregate of 1,475,000 shares of our common stock, at a price of $0.01 per warrant. The warrants have a per share exercise price of $4.115, were exercisable as of November 21, 2017 and expire five years from that date. The gross proceeds to us from this offering were approximately $6,084,375, before deducting underwriting discounts and commissions and other estimated offering expenses. In connection with the offering, we uplisted our common stock from the OTCQB Marketplace to trading on The Nasdaq Capital Market under the ticker symbol “AMRH”, and we listed the publicly offered warrants for trading on The Nasdaq Capital Market under the ticker symbol “AMRHW”. On January 24, 2018, we received confirmation from our transfer agent, Corporate Stock Transfer, Inc., which also serves as the warrant agent for the public warrant, that through such date certain holders of warrants had cumulatively exercised warrants for the purchase of a total of 153,060 shares of our common stock, at an exercise price of $4.115 per share, for gross proceeds to us of $629,841.90. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2017 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 4. 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 $9.9 million, consisting of: (a) A cash payment in the amount of $3 million, which was paid at closing; (b) 235,295 shares of our common stock issued at closing, valued at approximately $1million based on the closing price of our common stock on the closing date of the acquisition; (c) $0.25 million quarterly cash payments to be paid on the last day of each calendar quarter of 2016; (d) A $1 million 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 $2.9 million 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 $0.5 million 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. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. 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 the Financial Accounting Standards Board (the “FASB”) codification Accounting Standards Update (“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 $9.9 million 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. On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide 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 $0.85 million, consisting of: (a) A cash payment in the amount of $0.3 million 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 $0.25 million 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) $0.25 million, 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 for purposes of Regulation S-X. The valuation of Bigtech was made on the basis of its projected revenues. The total purchase price of $0.85 million was allocated to intangibles of $0.6 million, 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 an 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 for purposes of Regulation S-X. The total purchase price paid to the Sole Member for the acquisition of Virtuoso was $1.8 million, consisting of: (a) A cash payment in the amount of $0.68 million 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 $0.7 million 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 $0.5 million and approximately $0.6, 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 $1million, we only considered 50% of the earn-out in the purchase price, mainly due to the reorganization of Virtuoso. The Virtuoso earn-out payments for 2017 amounted to $0.06 million in cash and 12,408 shares of common stock as compared to the potential earn-out of $0.2 million under the terms of the purchase agreement. The total purchase price of $1.8 million 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 $0.06 million in cash and 12,408 shares of common stock, which were delivered to the Sole Member during the twelve months ended December 31, 2017. As of January 23, 2018, we had resolved all remaining payments under the Virtuoso merger agreement with the Sole-Member and we have no further payment obligations pursuant thereto. 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 an 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 an 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 $15.8 million, consisting of: (a) A cash payment in the amount of $3 million 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 $1.5 million payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018. The total purchase price of $15.8 million 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. Ameri Arizona did not fully achieve its earn-out targets for 2017, and the Company reduced its consideration payable estimates by $1.14 million in its income statement for the year ended December 31, 2017. The Company paid $0.3 million in earn-out payments to the former members of Ameri Arizona during the twelve months ended December 31, 2017 for earn-out amounts earned prior to such date. In December 2017 the Company settled its 2016 earn-out obligations with two of the owners of DC&M Partners. In January 17, 2018, the Company resolved the payment of all earn-out payments to the former members of Ameri Arizona with respect to the 2016 earn-out period in connection with the Ameri Arizona membership interest purchase agreement, . 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, Ameri California, 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 $8.8million, 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 $1.2 million worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and earnings before interest taxes, depreciation and amortization (“EBITDA”) targets as specified in the purchase agreement. We estimate those targets will be fully achieved; and (d) An additional cash payment of $0.06 million for cash that was left in Ameri California at closing. The total purchase price of $8.8 million 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 $0.2 million. On February 28, 2018, we entered into an Amendment to 6% Unsecured Promissory Note and Waiver Agreement (the “Amendment”) by and between the Company and Moneta Ventures Fund I, L.P. (“Moneta”). The Amendment amended the terms of the Company’s 6% Unsecured Promissory Note Due June 30, 2018, issued on March 20, 2017, by and between the Company and Moneta (the “Moneta Note”). Among other things, the Amendment provided for the extension of the maturity of the Moneta Note to August 31, 2018, amendment of the payment terms of the Moneta Note, waiver by Moneta of the existence of any Company event of default pursuant to the Moneta Note as of February 28, 2018 and waiver by the Company of certain restrictions with respect to the resale of certain restricted common stock of the Company held by Moneta. 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
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 5. INTANGIBLE ASSETS: The Company’s intangible assets primarily consists of the customer lists it acquired through various acquisitions. 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 $3 million and $1.4 million during the years ended December 31, 2017 and December 31, 2016, respectively. This amortization expense relates to customer lists which expire through 2022. Components of intangible assets were as follows, as of December 31: 2017 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 13,563,414 4,206,811 9,356,603 13,563,416 5,120,604 8,442,812 Software $ 425,064 311,964 113,100 425,880 103,988 321,892 Total intangible assets: $ 13,988,478 4,518,775 9,469,703 13,989,296 5,224,592 8,764,704 Our future amortization schedule is as follows: Year ending December 31, $ Amount 2018 2,825,148 2019 2,457,806 2020 2,326,000 2021 1,510,749 2022 350,000 Total $ 9,469,703 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2017 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price of an acquisition over the fair value of the net assets acquired in the businesses combination. Our goodwill was comprised of the following amounts for each of our acquisitions: December 31, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 Ameri Arizona 10,416,000 10,416,000 Bigtech 314,554 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 - Total $ 21,898,323 $ 17,089,076 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
SHARE-BASED COMPENSATION [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 7. 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 285,000 shares of our common stock, 98,669 restricted stock units (“RSUs”), 28,600 shares of stock and 170,000 shares as bonus pursuant to the Plan with respect to the twelve months ended December 31, 2017. During 2017, Lone Star Value Investors, LP exercised on a cashless exercise of warrant which resulted in the issuance of 1,205,837 shares of our common stock and we recorded a corresponding charge to stock based compensation expense of $2.2 million, and 174,680 restricted stock units were cancelled and an accelerated cost of $0.8 million due to such cancellation was accounted for as stock based compensation expense. The Company also accelerated the vesting of 333,333 RSUs during 2017, which resulted in a charge of $1.1 million. Total share-based compensation expense for the years ended December 31, 2017 and December 31, 2016 was $7.1 million and $1.5 million, respectively. |
EQUITY COMPENSATION PLANS
EQUITY COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2017 | |
EQUITY COMPENSATION PLANS [Abstract] | |
EQUITY COMPENSATION PLANS | NOTE 8. EQUITY COMPENSATION PLANS: The following table sets forth information regarding our equity compensation plans as of December 31, 2017: Options RSUs Shares of Stock No. of Options Weighted Average Price No of RSUs No of Shares Weighted Average Price Total Equity compensation plan total shares - - 2,000,000 Granted 150,000 2.67 83,189 - - 233,189 Cancelled/expired - - - - - - Balance outstanding as at December 31, 2015 150,000 2.67 83,189 - - - Balance available under the plan as at December 31, 2015 - - - - - 1,766,811 Granted 975,700 6.79 507,680 - - 1,483,380 Cancelled/expired (160,000 ) 5.41 - - - 160,000 Balance outstanding as at December 31, 2016 965,700 6.38 590,869 - - Balance available under the plan as at December 31, 2016 - - - - - 443,431 Granted 285,000 5.62 76,121 198,600 2.58 559,721 Cancelled/Expired (90,400 ) 6.54 (190,827 ) - - 281,227 Balance outstanding as at December 31, 2017 1,160,300 6.10 476,163 198,600 2.58 Balance available under the plan as at December 31, 2017 - - - - - 164,937 The company issued and valued options using the Black-Scholes model for all 2016 and 2017 issuances with the following significant assumptions – · Expected term of 3.25 years. · Expected volatility of 50%. · Risk-free interest rate of 0.57%. · Expected dividend yield of 0%. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2017 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9. WARRANTS: Below is a table summarizing the Company’s outstanding warrants for the year ended December 31, 2017: Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Warrants Outstanding at December 31, 2014 - - - Granted 2,777,777 1.80 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 2,777,777 1.80 4.41 Granted 1,000,000 6.00 - Exercised 111,111 1.80 - Warrants Outstanding at December 31, 2016 2,666,666 1.80 3.90 Granted - Exercised 1,666,666 1.80 Warrants Outstanding at December 31, 2017 1,000,000 6.00 2.36 For the year ended December 31, 2017, the Company recorded $2,170,506 as warrant-based expense, and for the year ended December 31, 2016, the Company recorded no warrant-based expense. |
RESTRUCTURING AND STREAMLINING
RESTRUCTURING AND STREAMLINING COSTS | 12 Months Ended |
Dec. 31, 2017 | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
RESTRUCTURING AND STREAMLINING COSTS | NOTE 10. RESTRUCTURING AND STREAMLINING COSTS: During the year ended December 31, 2017, the Company streamlined its operations by eliminating redundant positions across its acquired entities, which resulted in a restructuring charge of approximately $0.4 million and resulted in the termination of 26 employees. |
EARNINGS _ (LOSS) PER SHARE
EARNINGS / (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
EARNINGS / (LOSS) PER SHARE [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 2017 2016 (In thousands, except per share data) Basic net (loss) per share: Net (loss) applicable to common shares $ (11,163,964 ) $ (2,780,686 ) Weighted average common shares outstanding 14,982,791 13,068,597 Basic net (loss) per share of common stock $ (0.75 ) $ (0.21 ) Diluted net (loss) per share: Net (loss) applicable to common shares $ (11,163,964 ) $ (2,780,686 ) Weighted average common shares outstanding 14,982,791 13,068,597 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 14,982,791 13,068,597 Diluted net (loss) per share of common stock $ (0.75 ) $ (0.21 ) Due to the Company’s net loss, potential dilutive shares were not included in the calculation of diluted EPS on December 31, 2017 and December 31, 2016, as it will have an antidilutive effect. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
DEBT [Abstract] | |
DEBT | NOTE 12. 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 subsidiaries Linear Logics, Corp. and WinHire Inc. (dissolved in March 2017) serving as guarantors, the Company’s former Chief Executive Officer, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, “Sterling”). The Company joined Ameri California, Virtuoso and Ameri Arizona 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, pursuant to an amendment of the Loan Agreement, we and certain of our subsidiaries obtained an incremental term loan from Sterling National Bank in the amount of $343,200.58, which amount was an addition to and comprised a part of the existing Term Loan under the existing Loan Agreement. In January 2018, we repaid the incremental term loan. To date, we are not in compliance with the financial covenants contained in its Loan Agreement with Sterling National Bank. We received waivers from Sterling National Bank for our non-compliance with the Loan Agreement for the quarters ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 in exchange for the payment of a fee of $5,000 for each quarterly waiver. If we are not in compliance with the Loan Agreement in the future and 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 validity guaranty from our former 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 2017 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 year ended December 31, 2017 amounted to $0.15 million. Principal repaid on the Term Loan during the year ended December 31, 2017 was $0.4 million. The short term and long-term outstanding balances on the Term Loan as of December 31, 2017 was $0.7 million and $1.1 million, respectively. The outstanding balance of the Revolving Loans as of December 31, 2017 was $3.7 million. Bigtech, which was acquired as of July 1, 2016, had a term loan of $0.01 million and a line of credit for $0.36 million as of December 31, 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 $0.4 million 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 year ended December 31, 2017 amounted to $2,015 for the term loan and $37,719 line of credit held by Bigtech. In addition, we have an outstanding aggregate of $1.25 million in 8% Convertible Unsecured Promissory Notes (the “2017 Notes”), which were issued to four accredited investors, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018. 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. As of March 29, 2018, we are not current in the payment of interest on all of the 2017 Notes and are in discussion with holders of the 2017 notes for which we are not current in the payment of interest to negotiate longer payment terms until we are able to raise more capital. The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes have the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the then applicable conversion price. 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. On March 10, 2017, we issued as consideration to the selling stockholders of Ameri California unsecured promissory notes issued for the aggregate principal amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June 30, 2018). On February 28, 2018, we entered the Amendment with Moneta Ventures Fund I, L.P. to amend the terms of the Moneta Note. Among other things, the Amendment provided for the extension of the maturity of the Moneta Note to August 31, 2018, amendment of the payment terms of the Moneta Note, waiver by Moneta of the existence of any Company event of default pursuant to the Moneta Note as of February 28, 2018 and waiver by the Company of certain restrictions with respect to the resale of certain restricted common stock of the Company held by Moneta. Short-term Debt: The following summarizes our short-term debt balances as of December 31: 2017 2016 Notes outstanding under revolving credit facility $ 4,053,318 $ 3,088,890 Term loan - current maturities 749,551 405,376 Total short-term debt $ 4,802,869 $ 3,494,266 Long-term Debt: The following summarizes our long-term debt balances as of December 31: 2017 2016 Term loan, due 2019 $ 1,880,114 $ 1,941,567 Less: Current maturities 749,551 405,376 Long-term debt, net of current maturities $ 1,130,563 $ 1,536,191 The following represents the schedule of maturities of our long-term debt: Year Amounts 2018 749,551 2019 1,130,563 Total $ 1,880,114 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES: Accrued expense and other liabilities as of December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Salaries, commissions and other benefits payable 1,156,601 564,244 Professional and legal fees payable 329,332 507,657 Interest payable 262,520 - Taxes Payable 446,694 525,766 Other liabilities 387,514 567,421 TOTAL 2,582,661 2,165,088 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 14. 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). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 15. INCOME TAXES: The provision for income taxes consists of the following components for the years ended December 31: 2017 2016 Current: Federal and state $ 63,577 $ (355,243 ) Foreign 144,452 96,357 Total current provision/(benefit) 208,029 (258,886 ) Deferred: Federal and state (2,599,791 ) (3,488,960 ) Foreign - Valuation allowance - Total deferred benefit (2,599,791 ) (3,488,960 ) Total income tax benefit $ (2,391,762 ) $ (3,747,846 ) The Company recorded a tax benefits of $2.4 million and $3.8 million for the years ended December 31, 2017 and December 31, 2016, respectively. The reported tax benefits for the years ended December 31, 2017 and December 31, 2016 are based upon an estimated annual effective tax rate of 21% 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, 2017, 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, 2018. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. 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 $0.34 million and $0.22 million for the twelve months ended December 31, 2017 and December 31, 2016, respectively. 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: Years ending December 31, 2018 123,873 2019 67,415 2020 70,333 2021 7,371 Total $ 268,992 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2017 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 17. 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. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2017: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 3,374,660 3,374,660 Total - - $ 3,374,660 $ 3,374,660 The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2016: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 5,266,488 5,266,488 Total - - $ 5,266,488 $ 5,266,488 The following table presents the change in level 3 instruments: Opening balance December 31 st 5,266,488 Additions during the period $ 1,200,000 Paid/settlements (2,017,670 ) Total gains recognized in Statement of Operations (1,074,158 ) Closing balance December 31 st $ 3,374,660 Contingent consideration pertaining to the acquisitions referred to in Note 4 above as of December 31, 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 included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements. 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 our earlier acquisitions were $1.1 million and $(0.4) for the years ended December 31, 2017 and December 31, 2016, respectively. No financial instruments were transferred into or out of Level 3 classification during the years ended December 31, 2017 and 2016. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 18. SEGMENT INFORMATION The Company takes the position that all of its businesses operate as a single segment. The Company earns almost all of its revenue from North America. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Preparation | Basis of Preparation. 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. 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. |
Principles of Consolidation | Principles of Consolidation. |
Revenue Recognition | Revenue Recognition. 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, 2017. |
Stock-Based Compensation | Stock-Based Compensation. |
Impairment | Impairment. |
Income Taxes | Income Taxes. |
Accounts Receivable | Accounts Receivable. |
Business Combinations | Business Combinations. |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles. |
Valuation of Contingent Earn-out Consideration | Valuation of Contingent Earn-out Consideration. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
Components of Intangible Assets | Components of intangible assets were as follows, as of December 31: 2017 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 13,563,414 4,206,811 9,356,603 13,563,416 5,120,604 8,442,812 Software $ 425,064 311,964 113,100 425,880 103,988 321,892 Total intangible assets: $ 13,988,478 4,518,775 9,469,703 13,989,296 5,224,592 8,764,704 |
Summary of Amortization | Our future amortization schedule is as follows: Year ending December 31, $ Amount 2018 2,825,148 2019 2,457,806 2020 2,326,000 2021 1,510,749 2022 350,000 Total $ 9,469,703 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
GOODWILL [Abstract] | |
Goodwill | Our goodwill was comprised of the following amounts for each of our acquisitions: December 31, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 Ameri Arizona 10,416,000 10,416,000 Bigtech 314,554 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 - Total $ 21,898,323 $ 17,089,076 |
EQUITY COMPENSATION PLANS (Tabl
EQUITY COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
EQUITY COMPENSATION PLANS [Abstract] | |
Summary of Equity Compensation Plans | The following table sets forth information regarding our equity compensation plans as of December 31, 2017: Options RSUs Shares of Stock No. of Options Weighted Average Price No of RSUs No of Shares Weighted Average Price Total Equity compensation plan total shares - - 2,000,000 Granted 150,000 2.67 83,189 - - 233,189 Cancelled/expired - - - - - - Balance outstanding as at December 31, 2015 150,000 2.67 83,189 - - - Balance available under the plan as at December 31, 2015 - - - - - 1,766,811 Granted 975,700 6.79 507,680 - - 1,483,380 Cancelled/expired (160,000 ) 5.41 - - - 160,000 Balance outstanding as at December 31, 2016 965,700 6.38 590,869 - - Balance available under the plan as at December 31, 2016 - - - - - 443,431 Granted 285,000 5.62 76,121 198,600 2.58 559,721 Cancelled/Expired (90,400 ) 6.54 (190,827 ) - - 281,227 Balance outstanding as at December 31, 2017 1,160,300 6.10 476,163 198,600 2.58 Balance available under the plan as at December 31, 2017 - - - - - 164,937 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
WARRANTS [Abstract] | |
Outstanding Warrants | Below is a table summarizing the Company’s outstanding warrants for the year ended December 31, 2017: Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Warrants Outstanding at December 31, 2014 - - - Granted 2,777,777 1.80 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 2,777,777 1.80 4.41 Granted 1,000,000 6.00 - Exercised 111,111 1.80 - Warrants Outstanding at December 31, 2016 2,666,666 1.80 3.90 Granted - Exercised 1,666,666 1.80 Warrants Outstanding at December 31, 2017 1,000,000 6.00 2.36 |
EARNINGS _ (LOSS) PER SHARE (Ta
EARNINGS / (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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: Twelve Months Ended 2017 2016 (In thousands, except per share data) Basic net (loss) per share: Net (loss) applicable to common shares $ (11,163,964 ) $ (2,780,686 ) Weighted average common shares outstanding 14,982,791 13,068,597 Basic net (loss) per share of common stock $ (0.75 ) $ (0.21 ) Diluted net (loss) per share: Net (loss) applicable to common shares $ (11,163,964 ) $ (2,780,686 ) Weighted average common shares outstanding 14,982,791 13,068,597 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 14,982,791 13,068,597 Diluted net (loss) per share of common stock $ (0.75 ) $ (0.21 ) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
DEBT [Abstract] | |
Short-term Debt Balances | The following summarizes our short-term debt balances as of December 31: 2017 2016 Notes outstanding under revolving credit facility $ 4,053,318 $ 3,088,890 Term loan - current maturities 749,551 405,376 Total short-term debt $ 4,802,869 $ 3,494,266 |
Long-term Debt Balances | The following summarizes our long-term debt balances as of December 31: 2017 2016 Term loan, due 2019 $ 1,880,114 $ 1,941,567 Less: Current maturities 749,551 405,376 Long-term debt, net of current maturities $ 1,130,563 $ 1,536,191 |
Maturities of Long-term Debt | The following represents the schedule of maturities of our long-term debt: Year Amounts 2018 749,551 2019 1,130,563 Total $ 1,880,114 |
ACCRUED EXPENSES AND OTHER CU34
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expense and Other Liabilities | Accrued expense and other liabilities as of December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Salaries, commissions and other benefits payable 1,156,601 564,244 Professional and legal fees payable 329,332 507,657 Interest payable 262,520 - Taxes Payable 446,694 525,766 Other liabilities 387,514 567,421 TOTAL 2,582,661 2,165,088 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |
Provision for Income Taxes | The provision for income taxes consists of the following components for the years ended December 31: 2017 2016 Current: Federal and state $ 63,577 $ (355,243 ) Foreign 144,452 96,357 Total current provision/(benefit) 208,029 (258,886 ) Deferred: Federal and state (2,599,791 ) (3,488,960 ) Foreign - Valuation allowance - Total deferred benefit (2,599,791 ) (3,488,960 ) Total income tax benefit $ (2,391,762 ) $ (3,747,846 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments Under the Lease Agreements | The future minimum rental payments under these lease agreements are as follows: Years ending December 31, 2018 123,873 2019 67,415 2020 70,333 2021 7,371 Total $ 268,992 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 3,374,660 3,374,660 Total - - $ 3,374,660 $ 3,374,660 The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2016: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 5,266,488 5,266,488 Total - - $ 5,266,488 $ 5,266,488 |
Change in Level 3 Instruments | The following table presents the change in level 3 instruments: Opening balance December 31 st 5,266,488 Additions during the period $ 1,200,000 Paid/settlements (2,017,670 ) Total gains recognized in Statement of Operations (1,074,158 ) Closing balance December 31 st $ 3,374,660 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2017Subsidiary | |
ORGANIZATION [Abstract] | |
Number of subsidiaries | 12 |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Number of days for standard payment | 60 days |
SHARE CAPITAL (Details)
SHARE CAPITAL (Details) - USD ($) | Jan. 24, 2018 | Nov. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||
Common stock, share price (in dollars per share) | $ 4.115 | |||
Warrants to purchase common stock (in shares) | 1,475,000 | |||
Warrant price (in dollars per share) | $ 0.01 | |||
Exercise price of warrants (in dollars per share) | $ 4.115 | |||
Warrants expiration period | 5 years | |||
Gross proceeds from issuance of common stock | $ 6,084,375 | $ 4,898,900 | $ 5,000,000 | |
Subsequent Event [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase common stock (in shares) | 153,060 | |||
Exercise price of warrants (in dollars per share) | $ 4.115 | |||
Gross proceeds from issuance of common stock | $ 629,841.90 | |||
Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Public offering of shares (in shares) | 1,475,000 | 1,475,000 | 500,000 |
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 ($)consultantshares | Sep. 01, 2015USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Mar. 20, 2017 |
Business Acquisition [Line Items] | |||||||||||
Acquisition payments in 2017 | $ 804,044 | $ 6,563,000 | |||||||||
Value of common stock | 3,778,846 | 2,607,253 | |||||||||
Change in fair value of contingent consideration | 1,074,158 | (410,817) | |||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||
Goodwill | $ 21,898,323 | 17,089,076 | |||||||||
Moneta Note [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | ||||||||||
Maturity date | Aug. 31, 2018 | ||||||||||
Ameri Georgia [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of consultants | consultant | 175 | ||||||||||
Consideration of acquisition | $ 9,900,000 | ||||||||||
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 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 | $ 2,900,000 | ||||||||||
Earn-out payments to be paid | $ 500,000 | ||||||||||
Membership interest acquired | 100.00% | ||||||||||
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 | ||||||||
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 | $ 300,000 | ||||||||||
Warrants purchase (in shares) | shares | 51,000 | ||||||||||
Warrants purchase period | 2 years | ||||||||||
Value of common stock | $ 250,000 | ||||||||||
Commission to be paid in cash | $ 250,000 | ||||||||||
Membership interest acquired | 100.00% | ||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||
Intangible Assets | $ 600,000 | ||||||||||
Goodwill | 300,000 | $ 314,554 | 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 | $ 1,800,000 | ||||||||||
Business acquisition, cash payment at closing | $ 680,000 | ||||||||||
Common stock, shares issued at closing (in shares) | shares | 101,250 | ||||||||||
Acquisition payments in 2017 | $ 60,000 | ||||||||||
Stock earn-out payments to be paid (in shares) | shares | 12,408 | ||||||||||
Potential earn-out | $ 200,000 | ||||||||||
Value of common stock | $ 700,000 | ||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||
Considered amount from contingent consideration | $ 1,000,000 | ||||||||||
Considered earn-out percentage of purchase price | 50.00% | ||||||||||
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 | 500,000 | ||||||||||
Virtuoso [Member] | Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments to be paid | $ 600,000 | ||||||||||
Ameri Arizona [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration of acquisition | $ 15,800,000 | ||||||||||
Business acquisition, cash payment at closing | $ 3,000,000 | ||||||||||
Common stock, shares issued at closing (in shares) | shares | 1,600,000 | ||||||||||
Value of common stock | $ 10,400,000 | ||||||||||
Commission to be paid in cash | $ 300,000 | ||||||||||
Membership interest acquired | 100.00% | ||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||
Change in fair value of contingent consideration | $ 1,140,000 | ||||||||||
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 | ||||||||
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 | $ 8,800,000 | ||||||||||
Business acquisition, cash payment at closing | $ 60,000 | $ 200,000 | |||||||||
Common stock, shares issued at closing (in shares) | shares | 576,923 | ||||||||||
Value of common stock | $ 3,800,000 | ||||||||||
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 | ||||||||||
Maturity date | Jun. 30, 2018 | ||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||
Intangible Assets | $ 3,800,000 | ||||||||||
Goodwill | 5,000,000 | $ 4,809,248 | $ 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 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | ||
Amortization expense | $ 3,000,000 | $ 1,400,000 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,988,478 | 13,989,296 |
Accumulated Amortization | 4,518,775 | 5,224,592 |
Net Carrying Amount | 9,469,703 | 8,764,704 |
Amortization Expense for Intangible Assets [Abstract] | ||
2,018 | 2,825,148 | |
2,019 | 2,457,806 | |
2,020 | 2,326,000 | |
2,021 | 1,510,749 | |
2,022 | 350,000 | |
Net Carrying Amount | 9,469,703 | 8,764,704 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,563,414 | 13,563,416 |
Accumulated Amortization | 4,206,811 | 5,120,604 |
Net Carrying Amount | 9,356,603 | 8,442,812 |
Amortization Expense for Intangible Assets [Abstract] | ||
Net Carrying Amount | 9,356,603 | 8,442,812 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 425,064 | 425,880 |
Accumulated Amortization | 311,964 | 103,988 |
Net Carrying Amount | 113,100 | 321,892 |
Amortization Expense for Intangible Assets [Abstract] | ||
Net Carrying Amount | $ 113,100 | $ 321,892 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Dec. 31, 2017 | Mar. 10, 2017 | Dec. 31, 2016 | Jul. 29, 2016 | Jul. 02, 2016 | Nov. 20, 2015 |
Goodwill [Line Items] | ||||||
Goodwill | $ 21,898,323 | $ 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 | 314,554 | 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 | $ 4,809,248 | $ 5,000,000 | $ 0 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 20, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance under the equity incentive plan (in shares) | 164,937 | 443,431 | 1,766,811 | 2,000,000 |
Share based compensation expense | $ 7.1 | $ 1.5 | ||
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 | |||
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 | $ 2.2 | |||
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 | $ 0.8 | |||
Number of shares vested (in shares) | 333,333 | |||
Shares vesting charge | $ 1.1 | |||
2015 Equity Incentive Award Plan [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Bonus shares pursuant to the plan (in shares) | 170,000 | |||
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) | 285,000 | |||
Bonus shares pursuant to the plan (in shares) | 28,600 | |||
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 options granted for purchase (in shares) | 98,669 |
EQUITY COMPENSATION PLANS (Deta
EQUITY COMPENSATION PLANS (Details) - $ / shares | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares of Stock [Roll Forward] | |||
Outstanding beginning balance (in shares) | 0 | 0 | |
Granted (in shares) | 0 | 198,600 | 0 |
Cancelled/expired (in shares) | 0 | 0 | 0 |
Outstanding ending balance (in shares) | 0 | 198,600 | 0 |
Shares of Stock, Weighted Average Price [Abstract] | |||
Outstanding beginning balance (in dollars per share) | $ 0 | $ 0 | |
Granted (in dollars per share) | $ 0 | 2.58 | 0 |
Cancelled/expired (in dollars per share) | 0 | 0 | 0 |
Outstanding ending balance (in dollars per share) | $ 0 | $ 2.58 | $ 0 |
Balance Outstanding [Roll Forward] | |||
Outstanding beginning balance (in shares) | 2,000,000 | 443,431 | 1,766,811 |
Granted (in shares) | 233,189 | 559,721 | 1,483,380 |
Cancelled/expired (in shares) | 0 | 281,227 | 160,000 |
Outstanding ending balance (in shares) | 1,766,811 | 164,937 | 443,431 |
Options [Member] | |||
Number of Options [Roll Forward] | |||
Outstanding beginning balance (in shares) | 965,700 | 150,000 | |
Granted (in shares) | 150,000 | 285,000 | 975,700 |
Cancelled/expired (in shares) | 0 | (90,400) | (160,000) |
Outstanding ending balance (in shares) | 150,000 | 1,160,300 | 965,700 |
Options, Weighted Average Price [Abstract] | |||
Outstanding beginning balance (in dollars per share) | $ 6.38 | $ 2.67 | |
Granted (in dollars per share) | $ 2.67 | 5.62 | 6.79 |
Cancelled/expired (in dollars per share) | 0 | 6.54 | 5.41 |
Outstanding ending balance (in dollars per share) | $ 2.67 | $ 6.10 | $ 6.38 |
Black-Scholes model [Abstract] | |||
Expected term | 3 years 3 months | 3 years 3 months | |
Expected volatility | 50.00% | 50.00% | |
Risk-free interest rate | 0.57% | 0.57% | |
Expected dividend yield | 0.00% | 0.00% | |
RSUs [Member] | |||
Number of RSUs [Roll Forward] | |||
Outstanding beginning balance (in shares) | 590,869 | 83,189 | |
Granted (in shares) | 83,189 | 76,121 | 507,680 |
Cancelled/expired (in shares) | 0 | (190,827) | 0 |
Outstanding ending balance (in shares) | 83,189 | 476,163 | 590,869 |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares [Abstract] | ||||
Outstanding at beginning (in shares) | 2,666,666 | 2,777,777 | 0 | |
Granted (in shares) | 0 | 1,000,000 | 2,777,777 | |
Exercised (in shares) | 1,666,666 | 111,111 | 0 | |
Outstanding at ending (in shares) | 1,000,000 | 2,666,666 | 2,777,777 | 0 |
Weighted Average, Exercise Price [Abstract] | ||||
Outstanding at beginning (in dollars per share) | $ 1.80 | $ 1.80 | $ 0 | |
Granted (in dollars per share) | 0 | 6 | 1.80 | |
Exercised (in dollars per share) | 1.80 | 1.80 | 0 | |
Outstanding at ending (in dollars per share) | $ 6 | $ 1.80 | $ 1.80 | $ 0 |
Weighted Average, Remaining Term [Abstract] | ||||
Weighted average remaining term | 2 years 4 months 10 days | 3 years 10 months 24 days | 4 years 4 months 28 days | 0 years |
Granted | 0 years | 0 years | 4 years 4 months 28 days | |
Exercised | 0 years | 0 years | 0 years | |
Warrants based expense | $ 2,170,506 | $ 0 |
RESTRUCTURING AND STREAMLININ47
RESTRUCTURING AND STREAMLINING COSTS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)Employee | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
Restructuring charge | $ | $ 0.4 |
Number of employees terminated | Employee | 26 |
EARNINGS _ (LOSS) PER SHARE (De
EARNINGS / (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basic net (loss) per share [Abstract] | ||
Net (loss) applicable to common shares | $ (11,163,964) | $ (2,780,686) |
Weighted average common shares outstanding (in shares) | 14,982,791 | 13,068,597 |
Basic net (loss) per share of common stock (in dollars per share) | $ (0.75) | $ (0.21) |
Diluted net (loss) per share [Abstract] | ||
Net (loss) applicable to common shares | $ (11,163,964) | $ (2,780,686) |
Weighted average common shares outstanding (in shares) | 14,982,791 | 13,068,597 |
Dilutive effects of convertible debt, stock options and warrants | $ 0 | $ 0 |
Weighted average common shares, assuming dilutive effect of stock options (in shares) | 14,982,791 | 13,068,597 |
Diluted net (loss) per share of common stock (in dollars per share) | $ (0.75) | $ (0.21) |
DEBT (Details)
DEBT (Details) | Jan. 31, 2018USD ($) | Jul. 02, 2016USD ($) | Dec. 31, 2017USD ($)Investor$ / shares | Aug. 28, 2017USD ($) | Mar. 10, 2017USD ($) | Dec. 31, 2016USD ($) |
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 waiver for non-compliance | $ 5,000 | |||||
Short term loan outstanding | 749,551 | $ 405,376 | ||||
Long term loan outstanding | 1,130,563 | 1,536,191 | ||||
Outstanding balance | 1,880,114 | $ 1,941,567 | ||||
Bigtech [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000 | |||||
Line of credit facility interest rate | 11.85% | |||||
Ameri California [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jun. 30, 2018 | |||||
Debt Instrument, face Amount | $ 3,750,000 | |||||
Unsecured promissory notes, percentage of interest rate | 6.00% | |||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 2,000,000 | |||||
Maturity date | Jul. 1, 2019 | |||||
Consecutive monthly installment payment | $ 33,333.33 | |||||
Debt Instrument, face Amount | $ 343,200.58 | |||||
Principal repayment | 400,000 | |||||
Interest paid | 150,000 | |||||
Short term loan outstanding | 700,000 | |||||
Long term loan outstanding | $ 1,100,000 | |||||
Term Loan [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal repayment | $ 343,200.58 | |||||
Term Loan [Member] | Bigtech [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Dec. 31, 2020 | |||||
Interest paid | $ 2,015 | |||||
Outstanding balance | $ 10,000 | |||||
Accrued interest percentage on debt instrument | 10.30% | |||||
Term Loan [Member] | Wall Street Journal Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate per annum | 3.75% | |||||
8% Convertible Unsecured Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Mar. 31, 2020 | |||||
Outstanding balance | $ 1,250,000 | |||||
Stated interest rate | 8.00% | |||||
Number of accredited investors | Investor | 4 | |||||
Interest rate in case of default | 10.00% | |||||
Conversion price (in dollars per share) | $ / shares | $ 2.8 | |||||
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 | |||||
Outstanding balance | $ 3,700,000 | |||||
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 | |||||
Interest paid | $ 37,719 | |||||
Outstanding balance | $ 360,000 |
DEBT, Short-term Debt (Details)
DEBT, Short-term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total short-term debt | $ 4,802,869 | $ 3,494,266 |
Revolving Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total short-term debt | 4,053,318 | 3,088,890 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total short-term debt | $ 749,551 | $ 405,376 |
DEBT, Long-term Debt (Details)
DEBT, Long-term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
DEBT [Abstract] | ||
Long-term Debt | $ 1,880,114 | $ 1,941,567 |
Less: Current maturities | 749,551 | 405,376 |
Long-term debt, net of current maturities | 1,130,563 | 1,536,191 |
Maturities of Long-term Debt [Abstract] | ||
2,018 | 749,551 | |
2,019 | 1,130,563 | |
Long-term Debt | $ 1,880,114 | $ 1,941,567 |
ACCRUED EXPENSES AND OTHER CU52
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Salaries, commissions and other benefits payable | $ 1,156,601 | $ 564,244 |
Professional and legal fees payable | 329,332 | 507,657 |
Interest payable | 262,520 | 0 |
Taxes Payable | 446,694 | 525,766 |
Other liabilities | 387,514 | 567,421 |
TOTAL | $ 2,582,661 | $ 2,165,088 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) | 12 Months Ended |
Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
Employer matching contribution percentage, first portion | 100.00% |
Employee contribution percentage, first portion | 3.00% |
Employer matching contribution percentage, second portion | 50.00% |
Employee contribution percentage, second portion | 2.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current [Abstract] | ||
Federal and state | $ 63,577 | $ (355,243) |
Foreign | 144,452 | 96,357 |
Total current provision/(benefit) | 208,029 | (258,886) |
Deferred [Abstract] | ||
Federal and state | (2,599,791) | (3,488,960) |
Foreign | 0 | 0 |
Valuation allowance | 0 | 0 |
Total deferred benefit | (2,599,791) | (3,488,960) |
Total income tax benefit | $ (2,391,762) | $ (3,747,846) |
Effective tax rate | 21.00% | 21.00% |
Unrecognized tax benefits, interest and penalties | $ 0 |
COMMITMENTS AND CONTINGENCIES55
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rent expense | $ 340,000 | $ 220,000 |
Future Minimum Rental Payments [Abstract] | ||
2,018 | 123,873 | |
2,019 | 67,415 | |
2,020 | 70,333 | |
2,021 | 7,371 | |
Total | $ 268,992 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Contingent consideration | 3,374,660 | 5,266,488 |
Total | 3,374,660 | 5,266,488 |
Change in Level 3 Instruments [Abstract] | ||
Change in fair value of contingent consideration | 1,074,158 | (410,817) |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Contingent consideration | 3,374,660 | 5,266,488 |
Total | 3,374,660 | 5,266,488 |
Change in Level 3 Instruments [Abstract] | ||
Opening balance | 5,266,488 | |
Additions during the period | 1,200,000 | |
Paid/settlements | (2,017,670) | |
Total gains recognized in Statement of Operations | (1,074,158) | |
Closing balance | $ 3,374,660 | $ 5,266,488 |