Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
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 Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 39,607,569 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,063,690 | $ 4,882,084 |
Accounts receivable | 7,828,791 | 8,838,453 |
Other current assets | 701,059 | 924,266 |
Total current assets | 10,593,540 | 14,644,803 |
Other assets: | ||
Property and equipment, net | 60,308 | 95,048 |
Intangible assets, net | 7,249,490 | 9,469,703 |
Acquired goodwill | 21,898,323 | 21,898,323 |
Deferred income tax assets, net | 6,097,778 | 6,088,751 |
Total other assets | 35,305,899 | 37,551,825 |
Total assets | 45,899,439 | 52,196,628 |
Current liabilities: | ||
Line of credit | 3,601,134 | 4,053,318 |
Accounts payable | 4,215,708 | 5,324,872 |
Other accrued expenses | 1,760,964 | 2,582,661 |
Current portion - long term notes | 5,994 | 749,551 |
Consideration payable - cash | 2,571,000 | 5,509,427 |
Consideration payable - equity | 605,223 | 12,148,053 |
Dividend payable | 104,657 | 0 |
Total current liabilities | 12,864,680 | 30,367,882 |
Long-term liabilities: | ||
Convertible notes | 1,250,000 | 1,250,000 |
Long term notes - net of current portion | 1,698 | 1,130,563 |
Warrant liability | 1,689,899 | 0 |
Total long-term liabilities | 2,941,597 | 2,380,563 |
Total liabilities | 15,806,277 | 32,748,445 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 418,626 and 405,395 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 4,186 | 4,054 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 22,946,017 and 18,162,723 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 229,460 | 181,625 |
Additional paid-in capital | 44,431,505 | 34,223,181 |
Accumulated deficit | (14,608,064) | (14,997,552) |
Accumulated other comprehensive income (loss) | 36,075 | 36,875 |
Total stockholders' equity | 30,093,162 | 19,448,183 |
Total liabilities and stockholders' equity | $ 45,899,439 | $ 52,196,628 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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) | 418,626 | 405,395 |
Preferred stock, shares outstanding (in shares) | 418,626 | 405,395 |
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) | 22,946,017 | 18,162,723 |
Common stock, shares outstanding (in shares) | 22,946,017 | 18,162,723 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Revenue | $ 10,576,254 | $ 12,529,928 | $ 32,715,104 | $ 37,139,114 |
Cost of revenue | 8,230,456 | 9,966,490 | 25,637,422 | 28,941,535 |
Gross profit | 2,345,798 | 2,563,438 | 7,077,682 | 8,197,579 |
Operating expenses | ||||
Selling general and administration | 2,655,902 | 5,685,905 | 8,059,432 | 13,559,632 |
Acquisition related expenses | 227,952 | 5,694 | 237,952 | 390,174 |
Depreciation and amortization | 636,495 | 817,284 | 2,266,513 | 2,332,041 |
Change in estimate for consideration payable | (7,274,929) | 0 | (7,140,310) | (400,000) |
Operating expenses | (3,754,580) | 6,508,883 | 3,423,587 | 15,881,847 |
Operating income (loss) | 6,100,378 | (3,945,445) | 3,654,095 | (7,684,268) |
Interest expenses | (190,394) | (132,973) | (584,074) | (388,122) |
Changes in fair value of warrant liability | (261,330) | 0 | (261,330) | 0 |
Others, net | 75,747 | 17,446 | 83,736 | 21,921 |
Income (loss) before income taxes | 5,724,401 | (4,060,972) | 2,892,427 | (8,050,469) |
Tax benefit / (provision) | (24,934) | 0 | (24,934) | 0 |
Net income (loss) | 5,699,467 | (4,060,972) | 2,867,493 | (8,050,469) |
Net income attributable to non-controlling interest | 0 | (6,632) | 0 | (18,504) |
Net income (loss) attributable to the Company | 5,699,467 | (4,067,604) | 2,867,493 | (8,068,973) |
Dividend on preferred stock | (1,816,452) | (541,864) | (2,478,005) | (1,546,655) |
Net income (loss) attributable to common stockholders | 3,883,015 | (4,609,468) | 389,488 | (9,615,628) |
Other comprehensive income (loss), net of tax | ||||
Foreign exchange translation | 1,719 | (14,234) | (800) | (11,084) |
Comprehensive income (loss) | 3,884,734 | (4,623,702) | 388,688 | (9,626,712) |
Comprehensive income (loss) attributable to the Company | 3,884,734 | (4,617,070) | 388,688 | (9,608,208) |
Comprehensive income/(loss) attributable to the non-controlling interest | 0 | (6,632) | 0 | (18,504) |
Comprehensive (loss) | $ 3,884,734 | $ (4,623,702) | $ 388,688 | $ (9,626,712) |
Basic income (loss) per share (in dollars per share) | $ 0.18 | $ (0.31) | $ 0.02 | $ (0.66) |
Diluted income (loss) per share (in dollars per share) | $ 0.16 | $ (0.31) | $ 0.02 | $ (0.66) |
Basic weighted average number of common shares outstanding (in shares) | 21,657,181 | 14,715,947 | 19,683,610 | 14,472,322 |
Diluted weighted average number of common shares outstanding (in shares) | 24,184,264 | 14,715,947 | 20,630,142 | 14,472,322 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flow from operating activities | ||
Comprehensive income (loss) | $ 388,688 | $ (9,626,712) |
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | ||
Depreciation and amortization | 2,266,513 | 2,332,041 |
Provision for preferred stock dividend | 2,478,005 | 1,546,655 |
Changes in fair value of warrants | 261,330 | 0 |
Changes in estimate of contingent consideration | (7,140,310) | (400,000) |
Stock, option and restricted stock unit expense | 890,276 | 5,167,358 |
Provision for income taxes (net of deferred tax) | 24,934 | 0 |
Foreign exchange translation adjustment | (800) | 11,085 |
Increase (decrease) in: | ||
Accounts receivable | 1,009,662 | (1,107,178) |
Other current assets | 223,207 | (779,097) |
(Decrease) in: | ||
Accounts payable and accrued expenses | (1,964,020) | 1,056,277 |
Net cash (used in) operating activities | (1,562,515) | (1,799,571) |
Cash flow from (used in) investing activities: | ||
Purchase of fixed assets | (11,560) | (7,797) |
Acquisition consideration | (3,645,666) | (55,687) |
Net cash (used in) investing activities | (3,657,226) | (63,484) |
Cash flow (used in) financing activities: | ||
Proceeds from bank loan and convertible notes, net | (2,324,606) | 1,966,296 |
Additional stock issued | 6,308,620 | 0 |
Contingent consideration for acquisitions | (1,582,667) | (639,024) |
Net cash (used in) from financing activities | 2,401,347 | 1,327,272 |
Net (decrease) in cash and cash equivalents | (2,818,394) | (535,783) |
Cash and cash equivalents as at beginning of the period | 4,882,084 | 1,379,887 |
Cash at the end of the period | $ 2,063,690 | $ 844,104 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2018 | |
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 eleven subsidiaries, provides SAP TM |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. Recent Accounting Pronouncements New Standards to Be Implemented In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. Based on the Company’s preliminary assessment of the foregoing update, it does not anticipate such update will have a material impact its financial statements. Standards Implemented In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The company has implemented the above standard effective this quarter and has made the respective disclosures in Statement of Cash Flow. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing." The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company has implemented the above standard. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in 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”). 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 $850,000, consisting of: (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 51,000 shares of our common stock (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years. The former shareholders of Bigtech exercised such warrants in full and were issued the warrant shares as of July 5, 2018; and (c) $255,000 payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieved certain pre-determined revenue and EBITDA targets in 2017 and 2018. On October 4, 2018, we issued an aggregate of 72,570 shares of common stock to the former shareholders of Bigtech in satisfaction of an earn-out owed to them. As of October 4, 2018, we had resolved all remaining payments under the Bigtech purchase agreement and we have no further payment obligations pursuant thereto. 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. Acquisition of Virtuoso On July 22, 2016, we 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”) In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. 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 former 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. The aggregate purchase price for the acquisition of Ameri Arizona was $15.8 million, consisting of: (a) A cash payment in the amount of $3,000,000 at closing; (b) 1,600,000 shares of our common stock (valued at approximately $10.4 million based on the $6.51 closing price of our common stock on the closing date of the acquisition), which were to be issued on July 29, 2018 or upon a change of control of our company (whichever occurred earlier). At the election of the former members of Ameri Arizona, in lieu of receiving shares of our common stock, each former member was entitled to receive a cash payment of $2.40 per share; and (c) Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin 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. In August 2018, the Company resolved the payment of all earn-out payments to the former members of Ameri Arizona pursuant to 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 have determined that the earn-out targets for each year have been fully achieved, and 283,344 shares of common stock were issued in 2018 in respect of the 2017 earn-out period and $605,000 worth of common stock will be issued in January 2019 in respect of the 2018 earn-out period; 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. In August 2018, we repaid all of the unsecured promissory notes issued to the Ameri California selling stockholders and we have no further payment obligations pursuant thereto. Our only remaining payment obligation with respect to our acquisition of Ameri California is the issuance of common stock in 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 As of the date of this quarterly report the Company owed an aggregate of $3,101,223 in consideration, including contingent consideration payable, for its acquisitions. Such consideration payable consists of $2,496,000 in cash obligations and $605,223 worth of common stock to be issued in future periods. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2018 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | NOTE 4. REVENUE RECOGNITION: We recognize revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the nine months ended September 30, 2018. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
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 $2.3 million for the nine months ended September 30, 2018 and September 30, 2017. This amortization expense relates to customer lists which expire through 2022. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2018 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The total value of the Company’s goodwill was $21.9 million as of September 30, 2018 and December 31, 2017. As per Company policy, goodwill impairment tests are conducted on an annual basis and any impairment is reflected in the Company’s Statements of Operations. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7. EARNINGS (LOSS) PER SHARE: Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations described in Note 3 (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 10 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued. For the nine months ended September 30, 2018, the effect of 446,429 shares related to the exchange of the 2017 Notes for common stock were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive. As of September 30, 2018, the effect of approximately 14,544,000 shares respectively, related to the issuance of common stock upon exercise of Equity Awards were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive. As of September 30, 2017, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock were considered in the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both the three and nine month periods ended September 30, 2017. The following table sets forth the computation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2018 and 2017: For the Three Months Ended For the Nine Months Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ 3,883,015 $ (4,609,468 ) $ 389 ,488 $ (9,615,628 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ 3,883,015 $ (4,609,468 ) $ 389,488 $ (9,615,628 ) Interest expense on 2017 Notes, net of taxes 25,000 — - — Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ 3,908,015 $ (4,609,468 ) $ 389,488 $ (9,615,628 ) Denominator for weighted average common shares outstanding: Basic shares 21,657,181 14,715,947 19,683,610 14,472,322 Dilutive effect of Equity Awards 2,080,654 __ 946,532 __ Dilutive effect of 2017 Notes 446,429 — — — Diluted shares 24,184,264 14,715,947 20,630,142 14,472,322 Income (loss) per share – basic: Net income (loss) $ 0.18 $ (0.31 ) $ 0.02 $ (0.66 ) Income (loss) per share – diluted: Net income (loss) $ 0.16 $ (0.31 ) $ 0.02 $ (0.66 ) |
OTHER ITEMS
OTHER ITEMS | 9 Months Ended |
Sep. 30, 2018 | |
OTHER ITEMS [Abstract] | |
OTHER ITEMS | NOTE 8. OTHER ITEMS: During the quarter ended September 30 2018, the Company granted stock options to purchase an aggregate of 1,265,000 shares of the Company’s common stock to key employees, an aggregate of 45,000 restricted stock units and stock options to purchase 255,000 shares of the Company’s common stock to the Company’s non-executive directors, and an aggregate of stock options to purchase an aggregate of 50,000 shares of the Company’s common stock to the Company’s advisory board members. Each of these grants was made pursuant to the Company’s 2015 Equity Incentive Award Plan and vest within one year from the date of grant. The management stock options expire on the fifth anniversary of the date of grant and non-executive director and advisory board member stock options expire on the sixth anniversary of the date of grant. The non-executive director and advisory board member stock option grants include a change of control provision which provides for the acceleration of the options under certain change of control events. All of the foregoing option grants have been valued using the Black-Scholes model and will be amortized over a one-year period and the expense for the foregoing grants has been recognized in the current quarter and in the nine-month period ending September 30, 2018. During the quarter ended September 30, 2018, the Company recognized a one-time non-cash gain of $7.3 million as a result of the Company’s change in estimate of its consideration payable related to its acquisition of Ameri Arizona. The Company had previously accounted for total equity consideration payable of $10.4 million, which was reduced to $3.3 million as a result of two former members of Ameri Arizona electing to receive approximately $2.5 million in cash and the issuance of equity valued at $0.8 million to the third former member Ameri Arizona who had not elected to receive cash. As of the date of filing of this quarterly report, the Company has not yet paid the cash payments to the two former members of Ameri Arizona that were due on September 28, 2018 and is currently negotiating payment terms with the two former members of Ameri Arizona who elected to receive cash. On July 30, 2018, the Company issued 560,000 shares of common stock valued at $0.8 million to the third former member of Ameri Arizona who had not elected to receive cash in lieu of stock. Such former member has asserted that he had elected to receive cash instead of stock, but the Company disputes the assertion and is vigorously defending any claims related thereto. |
BANK DEBT
BANK DEBT | 9 Months Ended |
Sep. 30, 2018 | |
BANK DEBT [Abstract] | |
BANK DEBT | NOTE 9. BANK DEBT: On July 1, 2016, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with its wholly-owned subsidiaries Ameri and Partners Inc. and Ameri Georgia, as borrowers (the “Borrowers”), the Company and its wholly-owned 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. Interest paid on the Term Loan during the nine months ended September 30, 2018 amounted to $71,301. On August 2, 2018, we repaid the Term Loan. We are not in compliance with various covenants contained in the 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. As a result of our ongoing non-compliance with covenants of the Loan Agreement, Sterling National Bank notified us that it would not provide any further waivers for such non-compliance and advised us to find a new lender. On July 9, 2018, we received a Notice of Default and Acceleration of Obligations from Sterling National Bank. The Notice asserted events of default resulting from the Company’s failure to comply with certain financial covenants set forth in the Loan Agreement and the impaired financial condition of the Company. In the Notice, Sterling National Bank declares that all amounts due in respect of its loans shall be due and payable on August 31, 2018 (as extended, the “Termination Date”), and the Borrowers are required to pay Sterling National Bank all amounts due as obligations on or before the Termination Date. On August 31, 2018, we received an extension notice from Sterling National Bank in which the Termination Date from August 31, 2018 to September 30, 2018. On October 4, 2018, Sterling National Bank again extended the Termination Date until December 31, 2018. Until the Termination Date, Sterling National Bank will continue to fund the Revolving Loans to the Borrowers at its discretion; however, Sterling National Bank may decline to advance funds to the Borrowers at any time in its sole discretion. It is anticipated that, on the Termination Date, the financing commitments shall terminate and no further loans, advances or other extensions of credit will be made to or for the benefit of the Borrowers. If the obligations are not satisfied by the Termination Date, all outstanding obligations will bear interest at the default rate under the Loan Agreement and Sterling National Bank may exercise any or all of its rights and remedies under the loan documents, including foreclosing on any and all collateral. While the Notice does not state that Sterling National Bank is presently exercising, or will exercise prior to the Termination Date, its rights and remedies available upon an event of default, it reserves its right to do so at any time in its sole discretion. The exercise of certain remedies may have a material adverse effect on the liquidity, financial condition and results of operations of the Company and could cause the Company to become bankrupt or insolvent. 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 (as defined below). We are currently looking for additional sources of financing, however there is no guarantee that we will have additional financing available to us. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2018 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES: On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1.25 million from 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 were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. As of September 30, 2018, all interest payments due on the 2017 Notes have been paid in full. 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 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11. COMMITMENTS AND CONTINGENCIES: Operating Leases The Company's principal facility is located in Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2016 and 2021. 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 $199,579 and $254,295 for the nine months ended September 30, 2018 and 2017, respectively. Year ending December 31, Amount 2018 45,613 2019 67,415 2020 70,333 2021 7,371 Total $ 190,732 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 12. FAIR VALUE MEASUREMENT: The group’s financial instruments consist primarily of cash and cash equivalent, accounts receivable, accounts payable, contingent consideration liabilities and accrued liabilities. The carrying amounts of accounts receivable, accounts payable, cash and cash equivalents and accrued liabilities are considered to be the same as their fair value, due to their short-term nature. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and • Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Level 3 Warrant Liability $ 1,689,899 $ - Contingent consideration $ 680,223 $ 3,374,660 The following table presents the change in level 3 instruments (Contingent consideration): Nine Months Ended September 30, 2018 Opening balance $ 3,374,660 Paid/settlements(net) (2,694,437 ) Closing balance $ 680,223 The following table presents the change in level 3 instruments (Warrant liability): Nine Months Ended September 30, 2018 Opening balance $ - Warrant Liability created during the period 1,689,899 Closing balance $ 1,689,899 Contingent consideration pertaining to the acquisitions referred to in note 3 above as of September 30, 2018 has been classified under level 3 as the fair value of such contingent consideration has been determined using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity The fair value of the Warrants referred to in note 16 were determined utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2018 | |
NON-CONTROLLING INTEREST [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 13. NON-CONTROLLING INTEREST: The subsidiaries of the Company are all direct or indirect wholly-owned subsidiaries and there are no non-controlling interests as of September 30, 2018. In prior periods when the Company held non-controlling interests in one of its subsidiaries ,the Company attributed relevant gains and losses to such non-controlling interests in each financial year. During the nine months ended September 30, 2018 and 2017 the profit attributable to the holders of non-controlling interests amounted to $0 and $18,504, respectively. |
RESTRUCTURING AND STREAMLINING
RESTRUCTURING AND STREAMLINING COSTS | 9 Months Ended |
Sep. 30, 2018 | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
RESTRUCTURING AND STREAMLINING COSTS | NOTE 14. RESTRUCTURING AND STREAMLINING COSTS: During the nine ended September 30, 2018, the Company streamlined its operations by eliminating redundant positions across its acquired entities, which resulted in a restructuring charge of approximately $127,100. |
AMENDMENT OF PREFERRED STOCK TE
AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE | 9 Months Ended |
Sep. 30, 2018 | |
AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE [Abstract] | |
AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE | NOTE 15. AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE: On June 22, 2018, we entered into an Amendment Agreement with Lone Star Value Investors, LP (“LSV”), pursuant to which we and LSV agreed to the amendment and restatement of the certificate of designations (the “Amendment”) for our Series A Preferred Stock (the “Series A Preferred”) and the issuance of warrants (the “Amendment Warrants”) for the purchase of 5,000,000 shares of our common stock to holders of the Series A Preferred (the “Warrant Issuance”), provided that the Amendment and the Warrant Issuance were subject to approval by our stockholders at our 2018 annual meeting of stockholders (the “2018 Annual Meeting”). As the Amendment and the Warrant Issuance were approved by our stockholders at the 2018 Annual Meeting, the Amendment, was filed with the Delaware Secretary of State following stockholder approval, providing for, among other things: (a) the payment of the March 31, 2018 dividend payment in-kind in shares of Series A Preferred; (b) elimination of any prior default in respect of non-payment of accrued dividends through the filing effective date of the Amendment (the “Effective Date”); (c) payment in-kind in shares of Series A Preferred of dividends for all dividend periods from April 1, 2018 through March 31, 2020 at a rate of 2% per annum of the liquidation preference (the “Adjusted Rate”); and (d) commencing April 1, 2020, we will pay cash dividends per share at a rate per annum equal to the Adjusted Rate multiplied by the liquidation preference; provided, however, dividends for periods ending after April 1, 2020 may be paid at the election of our Board of Directors in-kind through the issuance of additional shares of Series A Preferred for up to four dividend periods in any consecutive 36-month period, determined on a rolling basis. In addition, the Amendment revised the change of control definition to mean a change in control of at least 70% of the voting power of all shares of stock of the Company and clarified that a change of control shall not be deemed to be a dissolution, liquidation or winding up of the Company. The Amendment also eliminated voting rights with respect to the authorization, creation or issuance of any securities ranking senior or equal to the Series A Preferred. Following our 2018 Annual Meeting, promptly following the effectiveness of the Amendment, the Company issued an aggregate of 15,325 shares of our Series A Preferred to holders of our Series A Preferred, on a pro rata basis, as payment of accrued in-kind dividends owed on such preferred stock and completed the Warrant Issuance to holders of the Series A Preferred at such time. The Amendment Warrants are only exercisable for cash, with an exercise price of $1.50 per share, for five years from the date of issuance. In the event that the closing price of our common stock is $2.00 or higher for ten trading days out of a fifteen consecutive trading day period, the Company shall have the option, in its sole discretion, to elect to accelerate the termination date of the Amendment Warrants to such date that is 30 days (or more, in the Company’s sole discretion) following the date of such election. Following such accelerated termination date, any unexercised Amendment Warrants shall automatically be canceled without any further obligations on the part of the Company or the holders of such Amendment Warrants. The Amendment Warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,712,000 was reflected within stockholders’ equity as a dividend paid to the Series A Preferred stockholders and also reflected as an adjustment to income available to common stockholders for calculation of net income (loss) per common share for both the three and nine month periods ended September 30, 2018. |
PRIVATE PLACEMENT TRANSACTION
PRIVATE PLACEMENT TRANSACTION | 9 Months Ended |
Sep. 30, 2018 | |
PRIVATE PLACEMENT TRANSACTION [Abstract] | |
PRIVATE PLACEMENT TRANSACTION | NOTE 16. PRIVATE PLACEMENT TRANSACTION: On July 25, 2018, we entered into a securities purchase agreement (the “Initial Securities Purchase Agreement”) with certain institutional and accredited investors (“Initial Purchasers”) for the sale of 5,000,000 shares of our common stock (“Initial Shares”) and warrants to purchase a total of 4,000,001 shares (“Initial Warrant Shares”) of our common stock (“Initial Purchaser Warrants”) for total consideration of approximately $6,000,000 (“Initial Investment”). On July 30, 2018, we issued an aggregate of 3,250,000 of the Initial Shares to the Initial Purchasers, with the remaining Initial Shares to be issued pursuant to pre-funded Warrants, subject to adjustment. The $6,000,000 purchase price paid by the Initial Purchasers on July 30, 2018 represents the entire purchase price for the Initial Shares and the Initial Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Initial Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant) and for additional Warrant Shares issuable upon the occurrence of certain events described below. On August 21, 2018, we entered into a second securities purchase agreement (the “Second Securities Purchase Agreement”, and together with the Initial Securities Purchase Agreement, the “Purchase Agreements”) with an accredited investor (the “Additional Purchaser”, and with the Initial Purchaser, the “Purchasers”) for the sale of 500,417 shares of our common stock, via a pre-funded warrant due to share issuance limitations (the “Additional Shares”, and with the Initial Shares, the “Common Stock”), and warrants to purchase 400,333 shares (the “Additional Warrant Shares”, and with the Initial Warrant Shares, the “Warrant Shares”) of our common stock (the “Additional Purchaser Warrants”, and with the Initial Purchaser Warrants, the “Purchaser Warrants”) for gross proceeds of approximately $600,000 (the “Additional Investment”). The Additional Investment was made in connection with, and substantially on the same terms and using the same forms as, the private placement of the Initial Shares and Initial Purchaser Warrants (such private placement and the Additional Investment, the “Private Placement”). The $600,000 purchase price paid by the Additional Purchaser on August 21, 2018 represents the entire purchase price for the Additional Shares and the Additional Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Additional Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant, all pre-funded warrants with the Purchaser Warrants, the “Warrants”) and for additional Warrant Shares issuable upon the occurrence of certain events described below. The initial price per share of Common Stock equaled $1.20 and the initial per share exercise price of the Purchaser Warrants equaled $1.60. The per share purchase price and the exercise price were subject to adjustment as described below. The Initial Purchaser Warrants are immediately exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Initial Purchaser Warrants are exercisable on a cashless basis six months after the issuance date if there is no effective registration statement registering the resale of the shares underlying the Initial Purchaser Warrants. The Additional Purchaser was not issued any shares at the closing of the Additional Investment, due to Nasdaq stock issuance limitations at the time of closing, but the Additional Shares will be issued upon the exercise of a pre-funded warrant for no additional consideration to the Company. The Additional Purchaser Warrants and the Additional Purchaser’s pre-funded warrant are currently exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Warrants contain provisions for the adjustment of the number of shares issuable upon the exercise of the warrant and of the exercise price in the event of stock dividends, splits, mergers, asset sales, tender or exchange offers, reclassifications, reorganizations or recapitalizations, combinations, or the like. The per share purchase price (through the pre-funded Warrants) and Warrant exercise price was automatically adjusted lower (the “Price Adjustment”) to 80% (with respect to the purchase price of the Common Stock) and 110% (with respect to the exercise price of the Warrants) of the lowest of the average daily prices on the 6 trading days following each of: (i) the date our stockholders approved the Private Placement transaction (such approval was obtained on September 27, 2018) and (ii) the date a registration statement covering the resale of securities being issued in the Private Placement was declared effective by the Securities and Exchange Commission (the “SEC”) (such registration statement on Form S-1, file no. 333-227011, was declared effective on October 23, 2018 (the “Effective Registration”)). Due to the Price Adjustment, the lowest purchase price of $0.29 for the Common Stock issued at closing under the Purchase Agreements and pursuant to the pre-funded Warrants was achieved, and all 22,758,621 shares registered under the Effective Registration as issued or issuable under the Purchase Agreements and pursuant to the pre-funded Warrants were issued to the selling stockholders. In addition, the exercise price of the Purchaser Warrants was subject to the Price Adjustment, which has resulted in 22,544,139 shares of common stock being issuable under the Purchaser Warrants when exercised. The Purchaser Warrants have been fully adjusted and neither the exercise price or the number of shares issuable under such warrants are subject to further adjustment, except pursuant to typical anti-dilution provisions. In accordance with the exercise provisions of the Purchaser Warrants, the 22,544,139 shares issuable under the Purchaser Warrants following the full Price Adjustment was determined by holding constant the aggregate exercise price of $7,040,534.40 for the Purchaser Warrants at the time of closing of the Private Placement (which was calculated based on 4,400,334 total Purchaser Warrants at the closing date multiplied by the exercise price of $1.60, which equals $7,040,534.40), and then dividing the $7,040,534.40 aggregate exercise price by the post-Price Adjustment exercise price of $0.3123 to get 22,544,139 shares. As 18,206,897 shares of common stock issuable pursuant to the Purchaser Warrants were previously registered under the Effective Registration, 4,337,242 additional shares of common stock are to be registered pursuant to a new registration statement to cover all of the shares issuable under the Purchaser Warrants following the final Price Adjustment. The Company has allocated the aggregate gross proceeds received to the Purchaser Warrants, the Initial Shares issued and the pre-funded warrants. Due to the reset features present in the Purchaser Warrants along with the existence of down-round protection in the event of future financing transactions at lower prices, the Purchaser Warrants were determined to be derivative financial instruments and therefore, have been recorded as a liability (“Warrant Liability”) in the accompanying consolidated balance sheets. The Purchaser Warrants were initially recorded at fair value with fair value determined utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,429,000 was reflected as Warrant Liability. The remaining proceeds received under the Purchase Agreements were allocated to the Initial Shares and pre-funded warrants and recorded within stockholder’s equity. The fair value of the Purchaser Warrants was reassessed at the end of the reporting period to reflect the Price Adjustment and number of shares issuable upon exercise occurring as a result of the shareholder approval of the Private Placement. The resulting increase in the fair value of the Purchaser Warrants of $261,330 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of operations and comprehensive income (loss). Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. In addition, the Warrants have transaction-specific anti-dilution provisions. A.G.P. / Alliance Global Partners (“AGP”) acted as exclusive placement agent for the issuance and sale of the securities in the Private Placement. We agreed to pay AGP an aggregate fee equal to 7% of the gross proceeds received by us from the sale of the securities in the transaction, plus expenses. We also agreed to grant to AGP or its designees warrants to purchase up to 150,000 shares of our common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are currently exercisable and terminate on July 27, 2022. The Placement Agent Warrants have an exercise price of $1.32 per share. The terms of the Placement Agent Warrants are otherwise substantially similar to the terms of the Private Placement Warrants, except the Placement Agent Warrants have customary anti-dilution provisions and do not have the Price Adjustment mechanism. The Placement Agent Warrants were valued at the date of grant utilizing a Black-Scholes option pricing model with substantially similar assumptions to those used for the Purchaser Warrants. The resulting fair value of $49,000 was recorded within stockholder’s equity as a cost of the Private Placement transaction. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Standards to Be Implemented In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. Based on the Company’s preliminary assessment of the foregoing update, it does not anticipate such update will have a material impact its financial statements. Standards Implemented In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The company has implemented the above standard effective this quarter and has made the respective disclosures in Statement of Cash Flow. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing." The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company has implemented the above standard. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Computation of Basic and Diluted Income (Loss) per Share | The following table sets forth the computation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2018 and 2017: For the Three Months Ended For the Nine Months Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ 3,883,015 $ (4,609,468 ) $ 389 ,488 $ (9,615,628 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ 3,883,015 $ (4,609,468 ) $ 389,488 $ (9,615,628 ) Interest expense on 2017 Notes, net of taxes 25,000 — - — Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ 3,908,015 $ (4,609,468 ) $ 389,488 $ (9,615,628 ) Denominator for weighted average common shares outstanding: Basic shares 21,657,181 14,715,947 19,683,610 14,472,322 Dilutive effect of Equity Awards 2,080,654 __ 946,532 __ Dilutive effect of 2017 Notes 446,429 — — — Diluted shares 24,184,264 14,715,947 20,630,142 14,472,322 Income (loss) per share – basic: Net income (loss) $ 0.18 $ (0.31 ) $ 0.02 $ (0.66 ) Income (loss) per share – diluted: Net income (loss) $ 0.16 $ (0.31 ) $ 0.02 $ (0.66 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments Under the Lease Agreements | 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 $199,579 and $254,295 for the nine months ended September 30, 2018 and 2017, respectively. Year ending December 31, Amount 2018 45,613 2019 67,415 2020 70,333 2021 7,371 Total $ 190,732 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE MEASUREMENT [Abstract] | |
Financial Assets, Measured at Fair Value | The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Level 3 Warrant Liability $ 1,689,899 $ - Contingent consideration $ 680,223 $ 3,374,660 |
Change in Level 3 Instruments | The following table presents the change in level 3 instruments (Contingent consideration): Nine Months Ended September 30, 2018 Opening balance $ 3,374,660 Paid/settlements(net) (2,694,437 ) Closing balance $ 680,223 The following table presents the change in level 3 instruments (Warrant liability): Nine Months Ended September 30, 2018 Opening balance $ - Warrant Liability created during the period 1,689,899 Closing balance $ 1,689,899 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2018Subsidiary | |
ORGANIZATION [Abstract] | |
Number of subsidiaries | 11 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Oct. 04, 2018shares | Jul. 30, 2018USD ($)shares | Jul. 29, 2018USD ($) | Mar. 10, 2017USD ($)shares | Sep. 22, 2016USD ($) | Jul. 29, 2016USD ($)$ / sharesshares | Jul. 22, 2016USD ($) | Jul. 02, 2016USD ($)$ / sharesshares | Nov. 20, 2015USD ($) | Sep. 30, 2018USD ($)FormerMember$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares |
Business Combinations [Abstract] | ||||||||||||
Earn-out payments to be paid | $ 3,101,223 | |||||||||||
Acquisition payments in 2016 | 3,645,666 | $ 55,687 | ||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||
Goodwill | 21,898,323 | $ 21,898,323 | ||||||||||
Cash [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Earn-out payments to be paid | 2,496,000 | |||||||||||
Stock [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Value of common stock | $ 605,223 | |||||||||||
Ameri Georgia [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Consideration of acquisition | $ 9,900,000 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||
Intangible Assets | 1,800,000 | |||||||||||
Goodwill | 3,500,000 | |||||||||||
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 Combinations [Abstract] | ||||||||||||
Consideration of acquisition | $ 850,000 | |||||||||||
Business acquisition, cash payment at closing | $ 340,000 | |||||||||||
Warrants purchase (in shares) | shares | 51,000 | |||||||||||
Warrants purchase period | 2 years | |||||||||||
Commission to be paid in cash | $ 255,000 | |||||||||||
Value of common stock | $ 250,000 | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | |||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||
Intangible Assets | $ 600,000 | |||||||||||
Goodwill | 300,000 | |||||||||||
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 | |||||||||||
Bigtech Software Private Limited [Member] | Subsequent Event [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 72,570 | |||||||||||
Virtuoso [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Consideration of acquisition | $ 1,800,000 | |||||||||||
Acquisition payments in 2016 | $ 60,000 | |||||||||||
Stock earn-out payments to be paid (in shares) | shares | 12,408 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
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 | |||||||||||
Ameri Arizona [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Consideration of acquisition | $ 15,800,000 | |||||||||||
Business acquisition, cash payment at closing | $ 2,496,000 | $ 3,000,000 | ||||||||||
Common stock, shares issued at closing (in shares) | shares | 1,600,000 | |||||||||||
Membership interest acquired | 100.00% | |||||||||||
Earn-out payments to be paid | $ 3,300,000 | |||||||||||
Stock earn-out payments to be paid (in shares) | shares | 560,000 | |||||||||||
Number of former members of company | FormerMember | 2 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
Value of common stock | $ 800,000 | $ 10,400,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | $ 2.40 | ||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||
Intangible Assets | $ 5,400,000 | |||||||||||
Goodwill | 10,400,000 | |||||||||||
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 Combinations [Abstract] | ||||||||||||
Earn-out payments to be paid | $ 1,500,000 | |||||||||||
Ameri California [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
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 | 283,344 | ||||||||||
Membership interest acquired | 100.00% | |||||||||||
Unsecured promissory notes | $ 3,750,000 | |||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
Value of common stock | $ 3,800,000 | $ 605,000 | ||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||
Intangible Assets | 3,800,000 | |||||||||||
Goodwill | 5,000,000 | |||||||||||
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 | 8,800,000 | |||||||||||
Ameri California [Member] | Stock [Member] | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Earn-out payments to be paid | $ 1,200,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
INTANGIBLE ASSETS [Abstract] | ||
Amortization expense | $ 2.3 | $ 2.3 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
GOODWILL [Abstract] | ||
Goodwill | $ 21,898,323 | $ 21,898,323 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 07, 2017 | |
Convertible Debt [Abstract] | |||||
Issuance of common stock upon exercise of Equity Awards (in shares) | 0 | 14,544,000 | 0 | ||
Numerator for basic and diluted income (loss) per share [Abstract] | |||||
Net income (loss) attributable to common stockholders | $ 3,883,015 | $ (4,609,468) | $ 389,488 | $ (9,615,628) | |
Numerator for diluted income (loss) per share [Abstract] | |||||
Net income (loss) attributable to common stockholders - as reported | 3,883,015 | (4,609,468) | 389,488 | (9,615,628) | |
Interest expense on 2017 Notes, net of taxes | 25,000 | 0 | 0 | 0 | |
Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares | $ 3,908,015 | $ (4,609,468) | $ 389,488 | $ (9,615,628) | |
Denominator for weighted average common shares outstanding [Abstract] | |||||
Basic shares (in shares) | 21,657,181 | 14,715,947 | 19,683,610 | 14,472,322 | |
Dilutive effect of Equity Awards (in shares) | 2,080,654 | 0 | 946,532 | 0 | |
Dilutive effect of 2017 Notes (in shares) | 446,429 | 0 | 0 | 0 | |
Diluted shares (in shares) | 24,184,264 | 14,715,947 | 20,630,142 | 14,472,322 | |
Income (loss) per share - Basic [Abstract] | |||||
Net income (loss) (in dollars per share) | $ 0.18 | $ (0.31) | $ 0.02 | $ (0.66) | |
Income (loss) per share - Diluted [Abstract] | |||||
Net income (loss) (in dollars per share) | $ 0.16 | $ (0.31) | $ 0.02 | $ (0.66) | |
8% Convertible Unsecured Promissory Notes [Member] | |||||
Convertible Debt [Abstract] | |||||
Stated interest rate | 8.00% |
OTHER ITEMS (Details)
OTHER ITEMS (Details) | Jul. 30, 2018USD ($)shares | Jul. 29, 2016USD ($) | Sep. 30, 2018USD ($)FormerMembershares | Dec. 31, 2017USD ($) |
Other Items [Abstract] | ||||
Contingent consideration liability | $ 3,101,223 | |||
Consideration payable - cash | 2,571,000 | $ 5,509,427 | ||
Consideration payable - equity | $ 605,223 | $ 12,148,053 | ||
2015 Equity Incentive Award Plan [Member] | ||||
Other Items [Abstract] | ||||
Vesting period | 1 year | |||
Employees [Member] | Options [Member] | ||||
Other Items [Abstract] | ||||
Number of shares granted (in shares) | shares | 1,265,000 | |||
Director [Member] | Options [Member] | ||||
Other Items [Abstract] | ||||
Number of shares granted (in shares) | shares | 255,000 | |||
Director [Member] | Restricted Stock Units [Member] | ||||
Other Items [Abstract] | ||||
Number of shares granted, other than options (in shares) | shares | 45,000 | |||
Advisory Board Members [Member] | Options [Member] | ||||
Other Items [Abstract] | ||||
Number of shares granted (in shares) | shares | 50,000 | |||
Ameri Arizona [Member] | ||||
Other Items [Abstract] | ||||
Non-cash gain recognized in acquisition related contingent payable | $ 7.3 | |||
Equity consideration payable in acquisition | 10,400,000 | |||
Contingent consideration liability | $ 3,300,000 | |||
Number of former members of company | FormerMember | 2 | |||
Consideration payable - cash | $ 2,500,000 | |||
Consideration payable - equity | $ 800,000 | |||
Common stock, shares issued (in shares) | shares | 560,000 | |||
Value of common stock | $ 800,000 | $ 10,400,000 |
BANK DEBT (Details)
BANK DEBT (Details) - USD ($) | Jul. 02, 2016 | Sep. 30, 2018 |
Debt Instruments [Abstract] | ||
Maximum borrowing capacity | $ 10,000,000 | |
Capital expenditure amount limit | 150,000 | |
Coverage ratio | 2.00 to 1.00 | |
Payment of fees | $ 5,000 | |
Term Loan [Member] | ||
Debt Instruments [Abstract] | ||
Maximum borrowing capacity | $ 2,000,000 | |
Interest paid | $ 71,301 | |
Term Loan [Member] | Wall Street Journal Prime Rate [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate per annum | 3.75% | |
Revolving Loans [Member] | ||
Debt Instruments [Abstract] | ||
Maximum borrowing capacity | $ 8,000,000 | |
Maturity date | Jul. 1, 2019 | |
Term of loan agreement renew on each anniversary | 1 year | |
Revolving Loans [Member] | Minimum [Member] | ||
Debt Instruments [Abstract] | ||
Period for renewing the loan agreement | 60 days | |
Revolving Loans [Member] | Wall Street Journal Prime Rate [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate per annum | 2.00% | |
Letter of Credit [Member] | ||
Debt Instruments [Abstract] | ||
Maximum borrowing capacity | $ 200,000 | |
Interest rate per annum | 3.75% | |
Letter of Credit [Member] | Wall Street Journal Prime Rate [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate per annum | 3.25% |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - 8% Convertible Unsecured Promissory Notes [Member] | Mar. 07, 2017USD ($)Investor | Sep. 30, 2018$ / shares |
Convertible Note [Abstract] | ||
Stated interest rate | 8.00% | |
Proceeds from sale of convertible note payable | $ | $ 1,250,000 | |
Number of accredited investors | Investor | 4 | |
Maturity date | Mar. 31, 2020 | |
Interest rate in case of default | 10.00% | |
Conversation price (in dollars per share) | $ / shares | $ 2.80 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rent expense | $ 199,579 | $ 254,295 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,018 | 45,613 | |
2,019 | 67,415 | |
2,020 | 70,333 | |
2,021 | 7,371 | |
Total | $ 190,732 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Warrant Liability | $ 1,689,899 | $ 0 |
Private Placement and Securities Purchase Agreement [Member] | Warrant [Member] | ||
Fair Value Assumptions [Abstract] | ||
Expected term | 5 years | |
Volatility rate | 111.80% | |
Risk free interest rate | 2.37% | |
Dividend rate | 0.00% | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Warrant Liability | $ 1,689,899 | 0 |
Contingent consideration | 680,223 | $ 3,374,660 |
Change in Level 3 Instruments (Contingent consideration) [Abstract] | ||
Opening balance | 3,374,660 | |
Paid/settlements(net) | (2,694,437) | |
Closing balance | 680,223 | |
Change in Level 3 Instruments (Warrant liability) [Abstract] | ||
Opening balance | 0 | |
Warrant Liability created during the period | 1,689,899 | |
Closing balance | $ 1,689,899 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NON-CONTROLLING INTEREST [Abstract] | ||||
Net income (loss) attributable to non-controlling interest | $ 0 | $ 6,632 | $ 0 | $ 18,504 |
RESTRUCTURING AND STREAMLININ_2
RESTRUCTURING AND STREAMLINING COSTS (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
RESTRUCTURING AND STREAMLINING COSTS [Abstract] | |
Restructuring charge | $ 127,100 |
AMENDMENT OF PREFERRED STOCK _2
AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE (Details) - Lone Star Value Investors, LP [Member] | 9 Months Ended | |
Sep. 30, 2018USD ($)DividendPeriod$ / sharesshares | Jun. 22, 2018shares | |
Dividends Payable [Abstract] | ||
Exercise price (in dollars per share) | $ / shares | $ 1.50 | |
Number of years for the date of issuance of warrants to be exercisable for cash | 5 years | |
Closing price, common stock (in dollars per share) | $ / shares | $ 2 | |
Number of trading days | 10 days | |
Consecutive trading day period | 15 days | |
Number of days to elect to accelerate the termination date of the amendment warrants | 30 days | |
Warrants [Member] | ||
Dividends Payable [Abstract] | ||
Expected term | 5 years | |
Volatility rate | 111.80% | |
Risk free interest rate | 2.37% | |
Dividend rate | 0.00% | |
Series A Preferred Stock [Member] | ||
Dividends Payable [Abstract] | ||
Number of shares purchased (in shares) | shares | 5,000,000 | |
Percentage of the liquidation preference per annum | 2.00% | |
Consecutive time period for dividend | 36 months | |
Number of shares issued (in shares) | shares | 15,325 | |
Aggregate fair value of warrants issued | $ | $ 1,712,000 | |
Series A Preferred Stock [Member] | Minimum [Member] | ||
Dividends Payable [Abstract] | ||
Voting power percentage | 70.00% | |
Series A Preferred Stock [Member] | Maximum [Member] | ||
Dividends Payable [Abstract] | ||
Number of dividend periods | DividendPeriod | 4 |
PRIVATE PLACEMENT TRANSACTION (
PRIVATE PLACEMENT TRANSACTION (Details) - USD ($) | Sep. 27, 2018 | Aug. 21, 2018 | Jul. 30, 2018 | Jul. 25, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Stockholders' Equity [Abstract] | ||||||||
Proceeds for issue of common stock | $ 6,308,620 | $ 0 | ||||||
Changes in fair value of warrants liability | $ 261,330 | $ 0 | $ 261,330 | $ 0 | ||||
Initial Securities Purchase Agreement [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Number of common shares to be issued (in shares) | 5,000,000 | |||||||
Number of warrants to purchase common stock (in shares) | 4,000,001 | |||||||
Total consideration of warrants to purchase common stock | $ 6,000,000 | |||||||
Common stock issued (in shares) | 3,250,000 | |||||||
Proceeds for issue of common stock | $ 6,000,000 | |||||||
Initial per share purchase price (in dollars per share) | $ 1.20 | |||||||
Warrants exercise price (in dollars per share) | $ 1.60 | |||||||
Term of warrants | 5 years | |||||||
Number of months considered for cashless basis registration | 6 months | |||||||
Second Securities Purchase Agreement [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Number of common shares to be issued (in shares) | 500,417 | |||||||
Number of warrants to purchase common stock (in shares) | 400,333 | |||||||
Total consideration of warrants to purchase common stock | $ 600,000 | |||||||
Proceeds for issue of common stock | $ 600,000 | |||||||
Term of warrants | 5 years | |||||||
Private Placement and Securities Purchase Agreement [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Number of warrants to purchase common stock (in shares) | 4,400,334 | 4,400,334 | ||||||
Percentage of purchase price of shares consider for price adjustment | 80.00% | |||||||
Percentage of exercise price of warrants considered for price adjustment | 110.00% | |||||||
Number of trading days considered for lowest of the average daily prices | 6 days | |||||||
Number of shares registered under effective registration as issued or issuable (in shares) | 22,758,621 | 18,206,897 | ||||||
Number of shares issuable under purchaser warrants (in shares) | 22,544,139 | 4,337,242 | ||||||
Aggregate exercise price of warrants | $ 7,040,534.40 | $ 7,040,534.40 | ||||||
Post-Price adjustment exercise price (in dollars per share) | $ 0.3123 | $ 0.3123 | ||||||
Aggregate fair value of warrants issued | $ 1,429,000 | |||||||
Changes in fair value of warrants liability | $ 261,330 | |||||||
Private Placement and Securities Purchase Agreement [Member] | Warrants [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Expected term | 5 years | |||||||
Volatility rate | 111.80% | |||||||
Risk free interest rate | 2.37% | |||||||
Dividend rate | 0.00% | |||||||
Private Placement and Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Increase in ownership percentage condition one | 4.99% | |||||||
Increase in ownership percentage condition two | 9.99% | |||||||
Private Placement and Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Warrants exercise price (in dollars per share) | $ 0.29 | |||||||
Placement Agent [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Warrants exercise price (in dollars per share) | $ 1.32 | $ 1.32 | ||||||
Percentage of gross proceeds from sale of securities consider for fee | 7.00% | |||||||
Aggregate fair value of warrants issued | $ 49,000 | |||||||
Placement Agent [Member] | Maximum [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Number of warrants to purchase common stock (in shares) | 150,000 | 150,000 |