Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | AMERI Holdings, Inc. | ||
Entity Central Index Key | 0000890821 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 11,250 | ||
Entity Common Stock, Shares Outstanding | 47,028,433 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,371,331 | $ 4,882,084 |
Accounts receivable | 7,871,422 | 8,838,453 |
Other current assets | 818,600 | 924,266 |
Total current assets | 10,061,353 | 14,644,803 |
Other assets: | ||
Property and equipment, net | 58,892 | 95,048 |
Intangible assets, net | 5,778,036 | 9,469,703 |
Goodwill | 13,729,770 | 21,898,323 |
Deferred income tax assets, net | 9,399 | 6,088,751 |
Total other assets | 19,576,097 | 37,551,825 |
Total assets | 29,637,450 | 52,196,628 |
Current liabilities: | ||
Line of credit | 3,950,681 | 4,053,318 |
Accounts payable | 4,377,794 | 5,324,872 |
Other accrued expenses | 1,697,636 | 2,582,661 |
Current portion - long-term notes | 6,450 | 749,551 |
Convertible notes | 1,250,000 | 0 |
Consideration payable - cash | 2,696,000 | 5,509,427 |
Consideration payable - equity | 605,223 | 12,148,053 |
Dividend payable - Preferred stock | 105,181 | 0 |
Total current liabilities | 14,688,965 | 30,367,882 |
Long-term liabilities: | ||
Convertible notes | 0 | 1,250,000 |
Long term notes - net of current portion | 0 | 1,130,563 |
Warrant liability | 4,189,388 | 0 |
Total long-term liabilities | 4,189,388 | 2,380,563 |
Total liabilities | 18,878,353 | 32,748,445 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 420,720 and 405,395 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 4,207 | 4,054 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 42,329,121 and 18,162,723 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 423,290 | 181,625 |
Additional paid-in capital | 44,722,856 | 34,223,181 |
Accumulated deficit | (34,478,253) | (14,997,552) |
Accumulated other comprehensive income (loss) | 86,997 | 36,875 |
Total stockholders' equity | 10,759,097 | 19,448,183 |
Total liabilities and stockholders' equity | $ 29,637,450 | $ 52,196,628 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 420,720 | 405,395 |
Preferred stock, shares outstanding (in shares) | 420,720 | 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) | 42,329,121 | 18,162,723 |
Common stock, shares outstanding (in shares) | 42,329,121 | 18,162,723 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 42,998,280 | $ 48,593,712 |
Cost of revenue | 34,014,776 | 38,355,967 |
Gross profit | 8,983,504 | 10,237,745 |
Operating expenses: | ||
Selling, general and administration | 10,794,822 | 18,510,120 |
Depreciation and amortization | 2,903,662 | 3,217,191 |
Acquisition related expenses | 333,237 | 481,123 |
Changes in estimate for consideration payable | (6,940,310) | (1,074,158) |
Impairment charges on goodwill and intangible assets | 9,038,553 | 0 |
Operating expenses | 16,129,964 | 21,134,276 |
Operating Income (loss): | (7,146,460) | (10,896,531) |
Interest expense | (729,896) | (575,039) |
Other income | 88,161 | 4,995 |
Change in fair value of warrant liability | (2,760,819) | 0 |
Total other income /(expenses) | (3,402,554) | (570,044) |
Income (loss) before income taxes | (10,549,014) | (11,466,575) |
Income tax benefit | (6,348,502) | 2,391,762 |
Net Income (loss) | (16,897,516) | (9,074,813) |
Dividend on preferred stock | (2,583,185) | (2,089,151) |
Net (loss) attributable to common stock holders | (19,480,701) | (11,163,964) |
Other comprehensive income/ (loss), net of tax: | ||
Foreign exchange translation adjustment | 50,122 | 44,301 |
Total comprehensive income (loss) | (19,430,579) | (11,119,663) |
Comprehensive (loss) attributable to the Company | (19,430,579) | (11,119,663) |
Comprehensive income (loss) | $ (19,430,579) | $ (11,119,663) |
Basic income (loss) per share (in dollars per share) | $ (0.82) | $ (0.75) |
Diluted income (loss) per share (in dollars per share) | $ (0.82) | $ (0.75) |
Basic weighted average number of shares (in shares) | 23,790,030 | 14,982,791 |
Diluted weighted average number of shares (in shares) | 23,790,030 | 14,982,791 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2016 | $ 138,860 | $ 3,636 | $ 15,358,839 | $ (7,426) | $ (3,833,588) | $ 3,382 | $ 11,663,703 |
Balance (in shares) at Dec. 31, 2016 | 13,885,972 | 363,611 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued against services | $ 333 | 216,665 | 216,998 | ||||
Shares issued against services (in shares) | 33,333 | ||||||
Shares issued as acquisition consideration | $ 5,769 | 3,773,077 | 3,778,846 | ||||
Shares issued as acquisition consideration (in shares) | 576,923 | ||||||
Stock options and RSU expense | 4,275,855 | 4,275,855 | |||||
Exercise and acceleration of RSU's | $ 4,464 | (4,464) | 0 | ||||
Exercise and acceleration of RSU's (in shares) | 446,509 | ||||||
Bonus shares issued to employees and Directors | $ 1,986 | 512,888 | 514,874 | ||||
Bonus shares issued to employees and Directors (in shares) | 198,600 | ||||||
Shares Issued towards earn-outs | $ 3,405 | 955,611 | 959,016 | ||||
Shares Issued towards earn-outs (in shares) | 340,549 | ||||||
Cashless exercise of warrants | $ 12,058 | 2,158,448 | 2,170,506 | ||||
Cashless exercise of warrants (in shares) | 1,205,837 | ||||||
Public offering of shares | $ 14,750 | 4,868,532 | 4,883,282 | ||||
Public offering of shares (in shares) | 1,475,000 | ||||||
Public offering of warrants | 15,618 | 15,618 | |||||
Shares issued against preference dividend | $ 418 | 2,088,730 | 2,089,148 | ||||
Shares issued against preference dividend (in shares) | 41,784 | ||||||
Non-controlling interest | 3,382 | (3,382) | 0 | ||||
Accumulated other comprehensive income (loss) | 44,301 | 44,301 | |||||
Net (loss) | (11,163,964) | 0 | (11,163,964) | ||||
Balance at Dec. 31, 2017 | $ 181,625 | $ 4,054 | 34,223,181 | 36,875 | (14,997,552) | 0 | 19,448,183 |
Balance (in shares) at Dec. 31, 2017 | 18,162,723 | 405,395 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued as acquisition consideration | $ 5,600 | 800,800 | 806,400 | ||||
Shares issued as acquisition consideration (in shares) | 560,000 | ||||||
Stock options and RSU expense | 1,239,989 | 1,239,989 | |||||
Shares issued towards private placement | $ 32,500 | 4,218,760 | 4,251,260 | ||||
Shares issued towards private placement (in shares) | 3,250,000 | ||||||
Exercise of warrants | $ 195,372 | 510,894 | 706,266 | ||||
Exercise of warrants (in shares) | 19,537,156 | ||||||
Shares Issued towards earn-outs | $ 6,724 | 1,241,350 | 1,248,074 | ||||
Shares Issued towards earn-outs (in shares) | 672,370 | ||||||
Compensation to Directors | $ 969 | (969) | 0 | ||||
Compensation to Directors (in shares) | 96,872 | ||||||
Compensation on separation | $ 500 | 11,000 | 11,500 | ||||
Compensation on separation (in shares) | 50,000 | ||||||
Preference dividend (LSV) | 1,711,796 | 1,711,796 | |||||
Shares issued against preference dividend | $ 153 | 766,055 | 766,208 | ||||
Shares issued against preference dividend (in shares) | 15,325 | ||||||
Accumulated other comprehensive income (loss) | 50,122 | 50,122 | |||||
Net (loss) | (19,480,701) | (19,480,701) | |||||
Balance at Dec. 31, 2018 | $ 423,290 | $ 4,207 | $ 44,722,856 | $ 86,997 | $ (34,478,253) | $ 0 | $ 10,759,097 |
Balance (in shares) at Dec. 31, 2018 | 42,329,121 | 420,720 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from operating activities | ||
Net (loss) | $ (16,897,516) | $ (9,074,813) |
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | ||
Depreciation and amortization | 2,903,662 | 3,217,191 |
Impairment charges on goodwill and Intangible assets | 9,038,553 | 0 |
Changes in fair value of warrants | 2,760,819 | 0 |
Changes in estimate of consideration payable | (6,940,310) | (1,074,158) |
Stock, option, restricted stock unit and warrant expense | 1,251,488 | 7,078,230 |
Deferred income taxes | 6,348,502 | (2,391,762) |
Loss on sale of fixed assets | (2,139) | 0 |
Increase (decrease) in: | ||
Accounts receivable | 967,031 | (778,543) |
Other current assets | 105,666 | (382,029) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | (2,101,251) | 665,090 |
Net cash provided by (used in) operating activities | (2,565,495) | (2,740,794) |
Cash flow from investing activities | ||
Purchase of fixed assets | 6,421 | (4,840) |
Acquisition consideration | (3,645,667) | (165,020) |
Net cash used in investing activities | (3,639,246) | (169,860) |
Cash flow from financing activities | ||
Proceeds from (payment of) bank loan and convertible notes, net | (1,976,299) | 2,152,975 |
Contingent consideration for acquisitions | (1,657,667) | (639,024) |
Proceeds from issuance of common shares, net | 6,327,954 | 4,898,900 |
Net cash provided by financing activities | 2,693,988 | 6,412,851 |
Net increase (decrease) in cash and cash equivalents | (3,510,753) | 3,502,197 |
Cash and cash equivalents as at beginning of the period | 4,882,084 | 1,379,887 |
Cash at the end of the period | 1,371,331 | 4,882,084 |
Cash paid during the period for: | ||
Interest | 571,628 | 450,920 |
Taxes | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
DESCRIPTION OF BUSINESS [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS: 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 cloud and digital enterprise services to clients worldwide. Headquartered in Suwanee, Georgia, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology. The Company earns almost all of its revenue from North America. The Company takes the position that all of its businesses operate as a single segment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Preparation. The accompanying audited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying audited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. These financial statements should be read in conjunction with the audited financial statements and notes thereto. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company takes the position that all of its businesses operate as a single segment. The Company earns almost all of its revenue from North America. Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during those reporting periods. Actual results could differ from those estimates. Revenue Recognition. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended December 31, 2018. Accounts Receivable. We extend credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determined to be uncollectible in allowance for doubtful accounts. Warrant Liability : The Company accounts for the warrants issued in connection with the July 25, 2018 Initial Securities Purchase Agreement in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with private placements of securities has been estimated using the warrants quoted market price. Business Combinations. Goodwill and Intangible Assets. We evaluate goodwill and intangible assets for impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount. For purchased intangible assets, if our annual qualitative assessment indicates possible impairment, we test the assets for impairment by comparing the fair value of such assets to their carrying value. In determining the fair value, we utilize various estimates and assumptions, including discount rates and projections of future cash flows. If an impairment is indicated, a write down to the implied fair value of goodwill or fair value of intangible asset is recorded. Impairment. Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset. Valuation of Contingent Earn-out Consideration. Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results. Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant-date fair value of those awards. We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Tax benefits earned on employee stock awards in excess of recorded stock-based compensation expense are credited to additional paid-in capital. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest. Comprehensive Income (Loss). 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. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
EQUITY TRANSACTIONS [Abstract] | |
EQUITY TRANSACTIONS | NOTE 3. EQUITY TRANSACTIONS: 2017 Public Offering On November 21, 2017, we completed an underwritten public offering of 1,475,000 shares of our common stock, at a price of $4.115 per share, and warrants to purchase up to an aggregate of 1,475,000 shares of our common stock, at a price of $0.01 per warrant. The warrants have a per share exercise price of $4.115, were exercisable as of November 21, 2017 and expire five years from that date. The gross proceeds to us from this offering were approximately $6,084,375, before deducting underwriting discounts and commissions and other estimated offering expenses. In connection with the offering, we up listed our common stock from the OTCQB Marketplace to trading on The Nasdaq Capital Market under the ticker symbol “AMRH”, and we listed the publicly offered warrants for trading on The Nasdaq Capital Market under the ticker symbol “AMRHW”. On January 24, 2018, we received confirmation from our transfer agent, Corporate Stock Transfer, Inc., which also serves as the warrant agent for the public warrant, that through such date certain holders of warrants had cumulatively exercised warrants for the purchase of a total of 153,060 shares of our common stock, at an exercise price of $4.115 per share, for gross proceeds to us of $629,841.90. 2018 Private Offering 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 to reflect the Price Adjustment and number of shares issuable upon exercise. The resulting increase in the fair value of the Purchaser Warrants of $2,760,819 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of 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. 2018 Preferred Stock Amendment 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 year ended December 31, 2018. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2018 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 4. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, 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 shares of common stock 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, . the Company has entered into a settlement agreement on February 4 2019, in which the Company will pay an amount of $200,000 to such member in four equal monthly installments starting from February 2019 and ending in May 2019, which settles such dispute in its entirety. 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 report the Company owed an aggregate of $3,301,223 in consideration, including contingent consideration payable, for its acquisitions. Such consideration payable consists of $2,696,000 in cash obligations and $605,223 worth of common stock to be issued in future periods. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 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 $2.9 million and $3.2 million during the years ended December 31, 2018 and December 31, 2017, respectively. This amortization expense relates to customer lists which expire through 2022. During the year ended December 31, 2018, we determined, based upon the results of our annual goodwill impairment testing as further described in Note 6, that a triggering event had occurred with respect to certain customer lists contained in the reporting units where goodwill impairment was determined to have occurred, and recorded an impairment charge of $0.9 million. The determination of the fair value of intangible assets requires significant inputs, judgments and estimates. These fair value measurements, and related inputs, are considered to be Level 3 measures under the fair value hierarchy as further described in Note 16. There were no triggering events during the year ended December 31, 2017. Components of intangible assets were as follows, as of December 31: 2018 2017 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 13,563,414 7,793,414 5,770,000 13,563,414 4,206,811 9,356,603 Software $ 425,064 417,028 8,036 425,064 311,964 113,100 Total intangible assets: $ 13,988,478 8,210,442 5,778,036 13,988,478 4,518,775 9,469,703 Our future amortization schedule is as follows: Year ending December 31, $ Amount 2019 2,197,018 2020 2,076,018 2021 1,380,000 2022 125,000 Total $ 5,778,036 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price of an acquisition over the fair value of the net assets acquired in the businesses combination. Our goodwill was comprised of the following amounts for each of our acquisitions which we have deemed to be separate reporting units for purposes of evaluating our goodwill for impairment: December 31, 2018 December 31, 2017 Virtuoso $ - $ 939,881 Ameri Arizona 5,450,000 10,416,000 Bigtech - 314,554 Ameri Consulting Service Pvt. Ltd. - 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 4,809,248 Total $ 13,729,770 $ 21,898,323 During the year ended December 31, 2018, as a result of performing our annual impairment testing, we determined that impairment existed on certain of our reporting units and recorded impairment charges amounting to $8.2 million as a result of our impairment testing. The full goodwill impairment on Virtuoso, Bigtech and Ameri Consulting Service Pvt. Ltd, and the partial goodwill impairment on Ameri Arizona were primarily driven by declines in estimated future cash flows to be generated by the reporting units as these reporting units that have experienced declining cash flows that what were expected at the time of each acquisition. The determination of the fair value of a reporting unit requires significant inputs, judgments and estimates. These fair value measurements, and related inputs, are considered to be Level 3 measures under the fair value hierarchy as further described in Note 16. There was no impairment charges reflected during the year ended December 31, 2017. There were no other changes to the carrying value of goodwill during the year ended December 31, 2018. During the year ended December 31, 2017, as a result of the acquisition of Ameri California as described in Note 4, we recorded $4.8 million of goodwill. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
SHARE-BASED COMPENSATION [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 7. SHARE-BASED COMPENSATION: On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the “Plan”). The Plan allows for the issuance of up to 4,000,000 shares of our common stock for award grants. The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. We granted options to purchase 1,862,000 shares of our common stock, 141,872 restricted stock units (“RSUs”), pursuant to the Plan with respect to the twelve months ended December 31, 2018. Total share-based compensation expense for the years ended December 31, 2018 and December 31, 2017 was $1.2 million and $7.1 million, respectively. The unamortized share based compensation expenses is $0.6 million which will be amortized by end of 2021. |
EQUITY COMPENSATION PLANS
EQUITY COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2018 | |
EQUITY COMPENSATION PLANS [Abstract] | |
EQUITY COMPENSATION PLANS | NOTE 8. EQUITY COMPENSATION PLANS: The following table sets forth information regarding our equity compensation plans as of December 31, 2018: Options RSUs Shares of Stock No. of Options Weighted Average Price No of RSUs No of Shares Weighted Average Price Total Equity compensation plan total shares - - 2,000,000 Granted 150,000 2.67 83,189 - - 233,189 Cancelled/expired - - - - - - Balance outstanding as at December 31, 2015 150,000 2.67 83,189 - - - Balance available under the plan as at December 31, 2015 - - - - - 1,766,811 Granted 975,700 6.79 507,680 - - 1,483,380 Cancelled/expired (160,000 ) 5.41 - - - 160,000 Balance outstanding as at December 31, 2016 965,700 6.38 590,869 - - Balance available under the plan as at December 31, 2016 - - - - - 443,431 Granted 285,000 5.62 76,121 198,600 2.58 559,721 Cancelled/Expired (90,400 ) 6.54 (190,827 ) - - 281,227 Balance outstanding as at December 31, 2017 1,160,300 6.10 476,163 198,600 2.58 Balance available under the plan as at December 31, 2017 - - - - - 164,937 New pool added 2,000,000 Granted 1,862,000 1.47 141,872 2,003,872 Cancelled/expired (851,800 ) 6 (39,987 ) 891,787 Balance available under the plan as at December 31, 2018 1,052,852 The company issued and valued options using the Black-Scholes model for all 2018 issuances with the following significant assumptions – · Expected term of 3 years. · Expected volatility of 111.8%. · Risk-free interest rate of 2.37%. · Expected dividend yield of 0%. The company issued and valued options using the Black-Scholes model for all 2017 issuances with the following significant assumptions – · Expected term of 3.25 years. · Expected volatility of 111.8%. · Risk-free interest rate of 0.57%. · Expected dividend yield of 0%. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9. WARRANTS: Below is a table summarizing the Company’s outstanding warrants for the years ended December 31, 2018 and 2017: Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Warrants Outstanding at December 31, 2014 - - - Granted 2,777,777 1.80 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 2,777,777 1.80 4.41 Granted 1,000,000 6.00 - Exercised 111,111 1.80 - Warrants Outstanding at December 31, 2016 2,666,666 1.80 3.90 Granted 1,475,000 4.125 Exercised 1,666,666 1.80 Warrants Outstanding at December 31, 2017 2,475,000 4.88 3.14 Granted 42,052,752 0.18 Exercised 19,486,156 0.03 Warrants Outstanding at December 31, 2018 25,041,596 0.75 3.46 |
EARNINGS _ (LOSS) PER SHARE
EARNINGS / (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS / (LOSS) PER SHARE [Abstract] | |
EARNINGS / (LOSS) PER SHARE | NOTE 10. 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 4 (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 11 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 twelve months ended December 31, 2018 and 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 periods. A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Twelve Months Ended December 31, 2018 December 31, 2017 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (19,480,701 ) (11,163,964 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (19,480,701 ) (11,163,964 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (19,480,701 ) (11,163,964 ) Denominator for weighted average common shares outstanding: Basic shares 23,790,030 14,982,791 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 23,790,030 14,982,791 Income (loss) per share – basic: $ (0.82 ) (0.75 ) Income (loss) per share – diluted: $ (0.82 ) (0.75 ) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
DEBT [Abstract] | |
DEBT | NOTE 11. 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 and Ameri Georgia, as borrowers (the “Borrowers”), the Company and its wholly-owned subsidiaries Linear Logics, Corp. and WinHire Inc. (dissolved in March 2017) serving as guarantors, the Company’s former Chief Executive Officer, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, “Sterling”). The Company joined Ameri California, Virtuoso and Ameri Arizona as borrowers under the Loan Agreement following their respective acquisition. Under the Loan Agreement, the Borrowers can borrow up to an aggregate of $10 million, which includes up to $8 million in principal for revolving loans (the “Revolving Loans”) for general working capital purposes, up to $2 million in principal pursuant to a term loan (the “Term Loan”) for the purpose of a permitted business acquisition and up to $200,000 for letters of credit. A portion of the proceeds of the Loan Agreement were also used to repay the November 20, 2015 credit facility that was entered into between the Company, its wholly-owned subsidiary Ameri Georgia and Federal National Payables, Inc. The maturity of the loans under the Loan Agreement are as follows: Revolving Loan Maturity Date: July 1, 2019; provided, however, that the Revolving Loan Maturity Date will extend and renew automatically for successive one-year terms on each anniversary of the initial Revolving Loan Maturity Date (each an “Anniversary Date”) thereafter, unless not less than sixty (60) days prior to any such Anniversary Date, written notice of non-renewal is given by either party to the other, in which case the Revolving Loan Maturity Date will be such next Anniversary Date. Term Loan Maturity Date: The earliest of (a) the date following acceleration of the Term Loan and/or the Revolving Loans; (b) the Revolving Loan Maturity Date; or (c) July 1, 2019. Interest under the Loan Agreement is payable monthly in arrears and accrues as follows: (a) in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%; (b) in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and (c) in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%. The Loan Agreement also requires the payment of certain fees, including, but not limited to letter of credit fees and an unused Revolving Loans fee. The Loan Agreement contains financial and other covenant requirements, including, but not limited to, financial covenants that require the Borrowers to not permit capital expenditures above $150,000 in any fiscal year, maintain a fixed charge coverage ratio of not less than 2.00 to 1.00 and maintain certain debt to EBITDA ratios. The Loan Agreement also requires the Company and Borrowers to obtain Sterling’s consent before making any permitted acquisitions. The amounts borrowed by the Borrowers under the Loan Agreement are guaranteed by the guarantors, and the Loan Agreement is secured by substantially all of the Borrowers’ assets. The principal amount of the Term Loan will be repaid as follows: (i) equal consecutive monthly installments in the amount of $33,333.33 each, paid on the first day of each calendar month and (ii) one final payment of the entire remaining principal balance, together with all accrued unpaid interest on the Term Loan maturity date. During the year we repaid the term loan. 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. The outstanding balance of the Revolving Loans as of December 31, 2018 was $4 million. On March 7, 2017, we completed the sale and issuance of 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. 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. Short-term Debt: The following summarizes our short-term debt balances as of December 31: 2018 2017 Notes outstanding under revolving credit facility $ 3,950,681 $ 4,053,318 Convertible note 1,250,000 - Term loan - current maturities 6,450 749,551 Total short-term debt $ 5,207,131 $ 4,802,869 Long-term Debt: The following summarizes our long-term debt balances as of December 31: 2018 2017 Term loan, due 2019 $ 6,450 $ 1,880,114 Less: Current maturities 6,450 749,551 Long-term debt, net of current maturities $ - $ 1,130,563 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES: Accrued expense and other liabilities as of December 31, 2018 and December 31, 2017 consisted of the following: 2018 2017 Salaries, commissions and other benefits payable $ 950,257 $ 1,156,601 Professional and legal fees payable 109,246 329,332 Interest payable 172,466 262,520 Taxes Payable 182,298 446,694 Other liabilities 283,369 387,514 TOTAL $ 1,697,636 $ 2,582,661 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 13. EMPLOYEE BENEFIT PLAN: The Company has a 401(k)-tax deferred savings plan (the “401(k) Plan”) that is available to all employees who satisfy certain minimum hour requirements each year. The Company matches 100% of the first 3% of a participant’s salary contributed under the 401(k) Plan and 50% on the next 2% of each participant’s salary contributed under the 401(k). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES: The provision for income taxes consists of the following components for the years ended December 31: 2018 2017 Current: Federal and state $ 125,356 $ 63,577 Foreign 109,917 144,452 Total current provision/(benefit) 235,273 208,029 ) Deferred: Federal and state - (2,599,791 ) Foreign 24,478 - Valuation allowance 6,088,751 - Total deferred expense (benefit) 6,113,229 (2,599,791 ) Total income tax expense (benefit) $ 6,348,502 $ (2,391,762 ) The company has provided for a current tax expense of $0.2 million each for the year ended December 31, 2018 and December 31, 2017. The reported tax benefits for the years ended December 31, 2018 and December 31, 2017 are based upon an estimated annual effective tax rate of 21% for all such periods. The effective tax rates reflected our combined federal and state income tax rates, the impact of providing for a valuation allowance during the year ended December 31, 2018, the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill and the impact of the Tax Cuts and Jobs Act of 2017. Tax Cuts and Jobs Act of 2017 The Tax Cuts and Jobs Act of 2017 (the “Tax Legislation”), enacted on December 22, 2017, contains significant changes to U.S. tax law, including lowering the U.S. corporate income tax rate to 21% effective for January 1, 2018, implementing a territorial tax system, and imposing a one-time tax on deemed repatriated earnings of foreign subsidiaries. Valuation Allowance on Deferred Tax Assets Deferred tax assets refer to assets that are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to earnings in the period that the valuation allowance is established or adjusted for. We assess the reliability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved and our conclusion could be materially different should certain of our expectations not transpire. Based on actual results for fiscal 2018 and the Company’s current forecast for fiscal 2019 the Company is in a three year cumulative loss position at December 31, 2018, and it expects to continue to be in a cumulative pretax loss position as of December 31, 2019. Management evaluated available positive evidence along with available negative evidence, including revenue declines during the year ended December 31, 2018, impairment charges recorded on certain goodwill and intangible assets due to declining projections of future operating results from certain of our acquisitions along with short term liquidity matters. After weighing both the positive and negative evidence, management concluded that the Company’s deferred tax assets are not more likely-than-not realizable. Accordingly, the Company recorded a full valuation allowance of $6.1 million against its remaining deferred tax assets at December 31, 2018. The Company will continue to assess its ability to utilize its net operating loss carryforwards and the realizability of its deferred tax assets. Unrecognized Tax Benefits We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2018, the gross amount of unrecognized tax benefits exclusive of interest and penalties was zero. We have identified no other uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending December 31, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. 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 2020. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company’s leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $0.26 million and $0.34 million for the twelve months ended December 31, 2018 and December 31, 2017, respectively. The future minimum rental payments under these lease agreements are as follows: Years ending December 31, 2019 157,789 2020 18,754 Total $ 176,543 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 16. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and · Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2018: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Warrant liability - - 4,189,388 4,189,388 Contingent consideration - - 605,223 605,223 Total - - $ 4,794,611 $ 4,794,611 The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2017: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 3,374,660 3,374,660 Total - - $ 3,374,660 $ 3,374,660 The following table presents the change in level 3 instruments: Closing balance December 31 st 3,374,660 Additions during the period $ 4,189,388 Paid/settlements (2,769,437 ) Total gains recognized in Statement of Operations - Closing balance December 31 st $ 4,794,611 Contingent consideration pertaining to the acquisitions referred to in Note 4 above as of December 31, 2018 has been classified under Level 3 as the fair valuation of such contingent consideration has been done using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements. No financial instruments were transferred into or out of Level 3 classification during the years ended December 31, 2018 and 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS: On January 23, 2019, certain subsidiaries of Ameri Holdings, Inc. (the “Company”), including Ameri100 Arizona LLC, an Arizona limited liability company, Ameri100 Georgia, Inc., a Georgia corporation, Ameri100 California, Inc., a Delaware corporation and Ameri and Partners, Inc., a Delaware corporation, as borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”), with North Mill Capital LLC, as lender (the “Lender”). The Loan Agreement has an initial term of two years from the closing date, with renewal thereafter if Lender, at its option, agrees in writing to extend the term for additional one year periods (the “Term”). The Loan Agreement is collateralized by a first-priority security interest in all of the assets of Borrower. In addition, (i) pursuant to a Corporate Guaranty entered into by the Company in favor of the Lender (the “Corporate Guaranty”), the Company will guarantee the Borrower’s obligations under the Credit Facility and (ii) pursuant to a Security Agreement entered into between the Company and Lender (the “Security Agreement”), the Company granted a first-priority security interest in all of its assets to Lender. Borrower may request advances under the Credit Facility in an amount up to, so long as Dilution (as defined in the Loan Agreement) is equal to or less than one and one-half percent (1.5%) of the sum of (i) ninety percent (90%) of the aggregate outstanding amount of Eligible Accounts (as defined in the Loan Agreement) plus minus provided however Borrowings under the Credit Facility will accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). Notwithstanding anything to the contrary contained in the Loan Documents, the minimum monthly interest payable by Borrower on the Advances (as defined in the Loan Agreement) in any month shall be calculated based on an average Daily Balance (as defined in the Loan Agreement) of Two Million Dollars ($2,000,000) for such month. For the first year of the Term, Borrower shall pay to Lender a facility fee equal to $50,000, due in equal monthly installments, with additional facility fees due to Lender in the event borrowings exceed certain thresholds and with additional facility fees due and payable in later years or upon later milestones. In addition, Borrower shall pay to Lender a monthly fee (the “Servicing Fee”) in an amount equal to one-eighth percent (.125%) of the average Daily Balance (as defined in the Loan Agreement) during each month on or before the first day of each calendar month during the Term. Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions, dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure. If an Event of Default (as defined in the Loan Agreement) occurs, Lender may, among other things, (i) declare all obligations immediately due and payable in full; (ii) cease advancing money or extending credit to or for the benefit of Borrower; and/or (iii) terminate the Loan Agreement as to any future liability or obligation of Lender, without affecting Lender’s right to repayment of all obligations and Lender’s security interests. In March 2019, we received gross proceeds of approximately $1.5 million 4,699,312 series A warrants for purchase of |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Preparation | Basis of Preparation. The accompanying audited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying audited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. These financial statements should be read in conjunction with the audited financial statements and notes thereto. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company takes the position that all of its businesses operate as a single segment. The Company earns almost all of its revenue from North America. |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during those reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended December 31, 2018. |
Accounts Receivable | Accounts Receivable. We extend credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determined to be uncollectible in allowance for doubtful accounts. Warrant Liability : The Company accounts for the warrants issued in connection with the July 25, 2018 Initial Securities Purchase Agreement in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with private placements of securities has been estimated using the warrants quoted market price. |
Warrant Liability | Warrant Liability : The Company accounts for the warrants issued in connection with the July 25, 2018 Initial Securities Purchase Agreement in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with private placements of securities has been estimated using the warrants quoted market price. |
Business Combinations | Business Combinations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. We evaluate goodwill and intangible assets for impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount. For purchased intangible assets, if our annual qualitative assessment indicates possible impairment, we test the assets for impairment by comparing the fair value of such assets to their carrying value. In determining the fair value, we utilize various estimates and assumptions, including discount rates and projections of future cash flows. If an impairment is indicated, a write down to the implied fair value of goodwill or fair value of intangible asset is recorded. |
Impairment | Impairment. Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset. |
Valuation of Contingent Earn-out Consideration | Valuation of Contingent Earn-out Consideration. Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results. |
Stock-Based Compensation | Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant-date fair value of those awards. We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. |
Income Taxes | Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Tax benefits earned on employee stock awards in excess of recorded stock-based compensation expense are credited to additional paid-in capital. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest. |
Comprehensive Income (Loss) | Comprehensive Income (Loss). Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. |
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) | 12 Months Ended |
Dec. 31, 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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INTANGIBLE ASSETS [Abstract] | |
Components of Intangible Assets | Components of intangible assets were as follows, as of December 31: 2018 2017 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 13,563,414 7,793,414 5,770,000 13,563,414 4,206,811 9,356,603 Software $ 425,064 417,028 8,036 425,064 311,964 113,100 Total intangible assets: $ 13,988,478 8,210,442 5,778,036 13,988,478 4,518,775 9,469,703 |
Future Amortization Schedule | Our future amortization schedule is as follows: Year ending December 31, $ Amount 2019 2,197,018 2020 2,076,018 2021 1,380,000 2022 125,000 Total $ 5,778,036 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL [Abstract] | |
Goodwill | Our goodwill was comprised of the following amounts for each of our acquisitions which we have deemed to be separate reporting units for purposes of evaluating our goodwill for impairment: December 31, 2018 December 31, 2017 Virtuoso $ - $ 939,881 Ameri Arizona 5,450,000 10,416,000 Bigtech - 314,554 Ameri Consulting Service Pvt. Ltd. - 1,948,118 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 4,809,248 Total $ 13,729,770 $ 21,898,323 |
EQUITY COMPENSATION PLANS (Tabl
EQUITY COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EQUITY COMPENSATION PLANS [Abstract] | |
Equity Compensation Plans | The following table sets forth information regarding our equity compensation plans as of December 31, 2018: Options RSUs Shares of Stock No. of Options Weighted Average Price No of RSUs No of Shares Weighted Average Price Total Equity compensation plan total shares - - 2,000,000 Granted 150,000 2.67 83,189 - - 233,189 Cancelled/expired - - - - - - Balance outstanding as at December 31, 2015 150,000 2.67 83,189 - - - Balance available under the plan as at December 31, 2015 - - - - - 1,766,811 Granted 975,700 6.79 507,680 - - 1,483,380 Cancelled/expired (160,000 ) 5.41 - - - 160,000 Balance outstanding as at December 31, 2016 965,700 6.38 590,869 - - Balance available under the plan as at December 31, 2016 - - - - - 443,431 Granted 285,000 5.62 76,121 198,600 2.58 559,721 Cancelled/Expired (90,400 ) 6.54 (190,827 ) - - 281,227 Balance outstanding as at December 31, 2017 1,160,300 6.10 476,163 198,600 2.58 Balance available under the plan as at December 31, 2017 - - - - - 164,937 New pool added 2,000,000 Granted 1,862,000 1.47 141,872 2,003,872 Cancelled/expired (851,800 ) 6 (39,987 ) 891,787 Balance available under the plan as at December 31, 2018 1,052,852 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
WARRANTS [Abstract] | |
Outstanding Warrants | Below is a table summarizing the Company’s outstanding warrants for the years ended December 31, 2018 and 2017: Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Warrants Outstanding at December 31, 2014 - - - Granted 2,777,777 1.80 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 2,777,777 1.80 4.41 Granted 1,000,000 6.00 - Exercised 111,111 1.80 - Warrants Outstanding at December 31, 2016 2,666,666 1.80 3.90 Granted 1,475,000 4.125 Exercised 1,666,666 1.80 Warrants Outstanding at December 31, 2017 2,475,000 4.88 3.14 Granted 42,052,752 0.18 Exercised 19,486,156 0.03 Warrants Outstanding at December 31, 2018 25,041,596 0.75 3.46 |
EARNINGS _ (LOSS) PER SHARE (Ta
EARNINGS / (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS / (LOSS) PER SHARE [Abstract] | |
Reconciliation of Net Income and Weighted Average Shares Used in Computing Basic and Diluted Net Income per Share | A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Twelve Months Ended December 31, 2018 December 31, 2017 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (19,480,701 ) (11,163,964 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (19,480,701 ) (11,163,964 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (19,480,701 ) (11,163,964 ) Denominator for weighted average common shares outstanding: Basic shares 23,790,030 14,982,791 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 23,790,030 14,982,791 Income (loss) per share – basic: $ (0.82 ) (0.75 ) Income (loss) per share – diluted: $ (0.82 ) (0.75 ) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
DEBT [Abstract] | |
Short-term Debt Balances | The following summarizes our short-term debt balances as of December 31: 2018 2017 Notes outstanding under revolving credit facility $ 3,950,681 $ 4,053,318 Convertible note 1,250,000 - Term loan - current maturities 6,450 749,551 Total short-term debt $ 5,207,131 $ 4,802,869 |
Long-term Debt Balances | The following summarizes our long-term debt balances as of December 31: 2018 2017 Term loan, due 2019 $ 6,450 $ 1,880,114 Less: Current maturities 6,450 749,551 Long-term debt, net of current maturities $ - $ 1,130,563 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expense and Other Liabilities | Accrued expense and other liabilities as of December 31, 2018 and December 31, 2017 consisted of the following: 2018 2017 Salaries, commissions and other benefits payable $ 950,257 $ 1,156,601 Professional and legal fees payable 109,246 329,332 Interest payable 172,466 262,520 Taxes Payable 182,298 446,694 Other liabilities 283,369 387,514 TOTAL $ 1,697,636 $ 2,582,661 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES [Abstract] | |
Provision for Income Taxes | The provision for income taxes consists of the following components for the years ended December 31: 2018 2017 Current: Federal and state $ 125,356 $ 63,577 Foreign 109,917 144,452 Total current provision/(benefit) 235,273 208,029 ) Deferred: Federal and state - (2,599,791 ) Foreign 24,478 - Valuation allowance 6,088,751 - Total deferred expense (benefit) 6,113,229 (2,599,791 ) Total income tax expense (benefit) $ 6,348,502 $ (2,391,762 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments Under the Lease Agreements | The future minimum rental payments under these lease agreements are as follows: Years ending December 31, 2019 157,789 2020 18,754 Total $ 176,543 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2018: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Warrant liability - - 4,189,388 4,189,388 Contingent consideration - - 605,223 605,223 Total - - $ 4,794,611 $ 4,794,611 The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2017: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ - $ - Contingent consideration - - 3,374,660 3,374,660 Total - - $ 3,374,660 $ 3,374,660 |
Change in Level 3 Instruments | The following table presents the change in level 3 instruments: |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2018Subsidiary | |
DESCRIPTION OF BUSINESS [Abstract] | |
Number of subsidiaries | 11 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Number of days for standard payment | 60 days |
EQUITY TRANSACTIONS, Public and
EQUITY TRANSACTIONS, Public and Private Offerings (Details) - USD ($) | Sep. 27, 2018 | Aug. 21, 2018 | Jul. 30, 2018 | Jul. 25, 2018 | Jan. 24, 2018 | Nov. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity [Abstract] | |||||||||||
Common stock, share price (in dollars per share) | $ 4.115 | ||||||||||
Number of warrants to purchase common stock (in shares) | 153,060 | 1,475,000 | |||||||||
Warrant price (in dollars per share) | $ 0.01 | ||||||||||
Warrants exercise price (in dollars per share) | $ 4.115 | $ 4.115 | $ 0.75 | $ 4.88 | $ 1.80 | $ 1.80 | $ 0 | ||||
Warrants expiration period | 5 years | ||||||||||
Gross proceeds for issue of common stock | $ 629,841.90 | $ 6,084,375 | |||||||||
Proceeds for issue of common stock | $ 6,327,954 | $ 4,898,900 | |||||||||
Changes in fair value of warrants liability | $ 2,760,819 | $ 0 | |||||||||
Initial Securities Purchase Agreement [Member] | |||||||||||
Stockholders' Equity [Abstract] | |||||||||||
Public offering of shares (in shares) | 3,250,000 | ||||||||||
Number of warrants to purchase common stock (in shares) | 4,000,001 | ||||||||||
Warrants exercise price (in dollars per share) | $ 1.60 | ||||||||||
Number of common shares to be issued (in shares) | 5,000,000 | ||||||||||
Total consideration of warrants to purchase common stock | $ 6,000,000 | ||||||||||
Proceeds for issue of common stock | $ 6,000,000 | ||||||||||
Initial per share purchase price (in dollars per share) | $ 1.20 | ||||||||||
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 warrants to purchase common stock (in shares) | 400,333 | ||||||||||
Number of common shares to be issued (in shares) | 500,417 | ||||||||||
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 | ||||||||||
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 | ||||||||||
Post-Price adjustment exercise price (in dollars per share) | $ 0.3123 | ||||||||||
Aggregate fair value of warrants issued | $ 1,429,000 | ||||||||||
Changes in fair value of warrants liability | $ 2,760,819 | ||||||||||
Private Placement and Securities Purchase Agreement [Member] | Warrants [Member] | |||||||||||
Stockholders' Equity [Abstract] | |||||||||||
Expected term | 5 years | ||||||||||
Expected volatility | 111.80% | ||||||||||
Risk-free interest rate | 2.37% | ||||||||||
Expected dividend yield | 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 | ||||||||||
Aggregate fair value of warrants issued | $ 49,000 | ||||||||||
Percentage of gross proceeds from sale of securities consider for fee | 7.00% | ||||||||||
Placement Agent [Member] | Maximum [Member] | |||||||||||
Stockholders' Equity [Abstract] | |||||||||||
Number of warrants to purchase common stock (in shares) | 150,000 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity [Abstract] | |||||||||||
Public offering of shares (in shares) | 1,475,000 | 1,475,000 |
EQUITY TRANSACTIONS, 2018 Prefe
EQUITY TRANSACTIONS, 2018 Preferred Stock Amendment (Details) | 12 Months Ended | |||||||
Dec. 31, 2018USD ($)DividendPeriod$ / sharesshares | Jun. 22, 2018shares | Jan. 24, 2018$ / sharesshares | Dec. 31, 2017$ / shares | Nov. 21, 2017$ / sharesshares | Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | |
Preferred Stock Amendment [Abstract] | ||||||||
Number of shares purchased (in shares) | shares | 153,060 | 1,475,000 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 0.75 | $ 4.115 | $ 4.88 | $ 4.115 | $ 1.80 | $ 1.80 | $ 0 | |
Lone Star Value Investors, LP [Member] | ||||||||
Preferred Stock Amendment [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 | |||||||
Series A Preferred Stock [Member] | Lone Star Value Investors, LP [Member] | ||||||||
Preferred Stock Amendment [Abstract] | ||||||||
Number of shares purchased (in shares) | shares | 5,000,000 | |||||||
Percentage of the liquidation preference per annum | 2.00% | |||||||
Number of dividend periods | DividendPeriod | 4 | |||||||
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 | |||||||
Warrants [Member] | Lone Star Value Investors, LP [Member] | ||||||||
Preferred Stock Amendment [Abstract] | ||||||||
Expected term | 5 years | |||||||
Volatility rate | 111.80% | |||||||
Risk free interest rate | 2.37% | |||||||
Dividend rate | 0.00% | |||||||
Minimum [Member] | Series A Preferred Stock [Member] | Lone Star Value Investors, LP [Member] | ||||||||
Preferred Stock Amendment [Abstract] | ||||||||
Voting power percentage | 70.00% |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Feb. 04, 2019USD ($)Installments | Oct. 04, 2018shares | Jul. 30, 2018shares | Jul. 29, 2018USD ($) | Mar. 10, 2017USD ($)shares | Sep. 22, 2016USD ($) | Jul. 29, 2016USD ($)$ / sharesshares | Jul. 22, 2016USD ($) | Jul. 02, 2016USD ($)$ / sharesshares | Nov. 20, 2015USD ($) | Dec. 31, 2018USD ($)FormerMember$ / sharesshares | Dec. 31, 2017USD ($) | Mar. 20, 2017 |
Business Combinations [Abstract] | |||||||||||||
Earn-out payments to be paid | $ 3,301,223 | ||||||||||||
Acquisition payments in 2017 | 3,645,667 | $ 165,020 | |||||||||||
Value of common stock | 806,400 | 3,778,846 | |||||||||||
Change in fair value of contingent consideration | 6,940,310 | 1,074,158 | |||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | 13,729,770 | 21,898,323 | |||||||||||
Moneta Note [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Considered amount from contingent consideration | $ 200,000 | ||||||||||||
Cash [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Earn-out payments to be paid | 2,696,000 | ||||||||||||
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 | $ 3,470,522 | 3,470,522 | ||||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 1,400,000 | ||||||||||||
Accounts Receivable | 5,600,000 | ||||||||||||
Other Assets | 200,000 | ||||||||||||
Current Assets, Total | 7,300,000 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 1,300,000 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 1,300,000 | ||||||||||||
Current Liabilities, Total | 2,700,000 | ||||||||||||
Net Working Capital Acquired | 4,600,000 | ||||||||||||
Total Purchase Price | $ 9,900,000 | ||||||||||||
Bigtech Software Private Limited [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Consideration of acquisition | $ 850,000 | ||||||||||||
Business acquisition, cash payment at closing | $ 340,000 | ||||||||||||
Common stock, shares issued at closing (in shares) | shares | 72,570 | ||||||||||||
Warrants purchase (in shares) | shares | 51,000 | ||||||||||||
Warrants purchase period | 2 years | ||||||||||||
Value of common stock | $ 250,000 | ||||||||||||
Commission to be paid in cash | $ 255,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | $ 600,000 | ||||||||||||
Goodwill | 300,000 | $ 0 | 314,554 | ||||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | $ 900,000 | ||||||||||||
Virtuoso [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Consideration of acquisition | $ 1,800,000 | ||||||||||||
Acquisition payments in 2017 | $ 60,000 | ||||||||||||
Common stock, shares issued (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 | ||||||||||||
Common stock, shares issued (in shares) | shares | 560,000 | ||||||||||||
Value of common stock | $ 10,400,000 | ||||||||||||
Commission to be paid in cash | $ 300,000 | ||||||||||||
Membership interest acquired | 100.00% | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Change in fair value of contingent consideration | $ 1,140,000 | ||||||||||||
Number of former members of company | FormerMember | 2 | ||||||||||||
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 | $ 5,450,000 | 10,416,000 | ||||||||||
Current Assets [Abstract] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts Receivable | 0 | ||||||||||||
Other Assets | 0 | ||||||||||||
Current Assets, Total | 0 | ||||||||||||
Current Liabilities [Abstract] | |||||||||||||
Accounts Payable | 0 | ||||||||||||
Accrued Expenses & Other Current Liabilities | 0 | ||||||||||||
Current Liabilities, Total | 0 | ||||||||||||
Net Working Capital Acquired | 0 | ||||||||||||
Total Purchase Price | 15,800,000 | ||||||||||||
Ameri Arizona [Member] | Subsequent Event [Member] | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Number of equal monthly installments | Installments | 4 | ||||||||||||
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 | |||||||||||
Value of common stock | $ 3,800,000 | $ 605,000 | |||||||||||
Membership interest acquired | 100.00% | ||||||||||||
Unsecured promissory notes | $ 3,750,000 | ||||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | ||||||||||||
Period of capitalized intangible asset | 3 years | ||||||||||||
Business Combination, Assets and Liabilities Assumed [Abstract] | |||||||||||||
Intangible Assets | $ 3,800,000 | ||||||||||||
Goodwill | 5,000,000 | $ 4,809,248 | $ 4,809,248 | ||||||||||
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, Components o
INTANGIBLE ASSETS, Components of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
INTANGIBLE ASSETS [Abstract] | ||
Amortization expense | $ 2,900,000 | $ 3,200,000 |
Impairment charge | 900,000 | |
Intangible Assets [Abstract] | ||
Gross Carrying Amount | 13,988,478 | 13,988,478 |
Accumulated Amortization and Impairment | 8,210,442 | 4,518,775 |
Net Carrying Amount | 5,778,036 | 9,469,703 |
Customer Lists [Member] | ||
Intangible Assets [Abstract] | ||
Gross Carrying Amount | 13,563,414 | 13,563,414 |
Accumulated Amortization and Impairment | 7,793,414 | 4,206,811 |
Net Carrying Amount | 5,770,000 | 9,356,603 |
Software [Member] | ||
Intangible Assets [Abstract] | ||
Gross Carrying Amount | 425,064 | 425,064 |
Accumulated Amortization and Impairment | 417,028 | 311,964 |
Net Carrying Amount | $ 8,036 | $ 113,100 |
INTANGIBLE ASSETS, Amortization
INTANGIBLE ASSETS, Amortization Expense for Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amortization Expense for Intangible Assets [Abstract] | ||
2019 | $ 2,197,018 | |
2020 | 2,076,018 | |
2021 | 1,380,000 | |
2022 | 125,000 | |
Net Carrying Amount | $ 5,778,036 | $ 9,469,703 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 10, 2017 | Jul. 29, 2016 | Jul. 02, 2016 | Nov. 20, 2015 | |
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | $ 13,729,770 | $ 21,898,323 | ||||
Goodwill impairment | 8,200,000 | |||||
Virtuoso [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | 0 | 939,881 | ||||
Ameri Arizona [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | 5,450,000 | 10,416,000 | $ 10,400,000 | |||
Bigtech [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | 0 | 314,554 | $ 300,000 | |||
Ameri Consulting Service Pvt. Ltd [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | 0 | 1,948,118 | ||||
Ameri Georgia [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | 3,470,522 | 3,470,522 | $ 3,500,000 | |||
Ameri California [Member] | ||||||
Goodwill Acquired Through Acquisitions [Abstract] | ||||||
Goodwill | $ 4,809,248 | $ 4,809,248 | $ 5,000,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 20, 2015 | |
Share-based Compensations [Abstract] | |||||
Number of shares authorized for issuance under the equity incentive plan (in shares) | 1,052,852 | 164,937 | 443,431 | 1,766,811 | 2,000,000 |
Share based compensation expense | $ 1.2 | $ 7.1 | |||
Unamortized share based compensation expense | $ 0.6 | ||||
2015 Equity Incentive Award Plan [Member] | |||||
Share-based Compensations [Abstract] | |||||
Number of shares authorized for issuance under the equity incentive plan (in shares) | 4,000,000 | ||||
2015 Equity Incentive Award Plan [Member] | Employees [Member] | Options [Member] | |||||
Share-based Compensations [Abstract] | |||||
Number of options granted for purchase (in shares) | 1,862,000 | ||||
2015 Equity Incentive Award Plan [Member] | Employees [Member] | Restricted Stock Units [Member] | |||||
Share-based Compensations [Abstract] | |||||
Number of options granted for purchase (in shares) | 141,872 |
EQUITY COMPENSATION PLANS (Deta
EQUITY COMPENSATION PLANS (Details) - $ / shares | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares of Stock [Roll Forward] | ||||
Outstanding beginning balance (in shares) | 198,600 | 0 | 0 | |
Granted (in shares) | 0 | 0 | 198,600 | 0 |
Cancelled/expired (in shares) | 0 | 0 | 0 | 0 |
Outstanding ending balance (in shares) | 0 | 198,600 | 0 | |
Shares of Stock, Weighted Average Price [Abstract] | ||||
Outstanding beginning balance (in dollars per share) | $ 2.58 | $ 0 | $ 0 | |
Granted (in dollars per share) | $ 0 | 0 | 2.58 | 0 |
Cancelled/expired (in dollars per share) | 0 | $ 0 | 0 | 0 |
Outstanding ending balance (in dollars per share) | $ 0 | $ 2.58 | $ 0 | |
Balance Outstanding [Roll Forward] | ||||
Outstanding beginning balance (in shares) | 2,000,000 | 164,937 | 443,431 | 1,766,811 |
New pool added (in shares) | 2,000,000 | |||
Granted (in shares) | 233,189 | 2,003,872 | 559,721 | 1,483,380 |
Cancelled/expired (in shares) | 0 | 891,787 | 281,227 | 160,000 |
Outstanding ending balance (in shares) | 1,766,811 | 1,052,852 | 164,937 | 443,431 |
Options [Member] | ||||
Number of Options [Roll Forward] | ||||
Outstanding beginning balance (in shares) | 1,160,300 | 965,700 | 150,000 | |
Granted (in shares) | 150,000 | 1,862,000 | 285,000 | 975,700 |
Cancelled/expired (in shares) | 0 | (851,800) | (90,400) | (160,000) |
Outstanding ending balance (in shares) | 150,000 | 1,160,300 | 965,700 | |
Options, Weighted Average Price [Abstract] | ||||
Outstanding beginning balance (in dollars per share) | $ 6.10 | $ 6.38 | $ 2.67 | |
Granted (in dollars per share) | $ 2.67 | 1.47 | 5.62 | 6.79 |
Cancelled/expired (in dollars per share) | 0 | $ 6 | 6.54 | 5.41 |
Outstanding ending balance (in dollars per share) | $ 2.67 | $ 6.10 | $ 6.38 | |
Black-Scholes model [Abstract] | ||||
Expected term | 3 years | 3 years 3 months | ||
Expected volatility | 111.80% | 111.80% | ||
Risk-free interest rate | 2.37% | 0.57% | ||
Expected dividend yield | 0.00% | 0.00% | ||
RSUs [Member] | ||||
Number of RSUs [Roll Forward] | ||||
Outstanding beginning balance (in shares) | 476,163 | 590,869 | 83,189 | |
Granted (in shares) | 83,189 | 141,872 | 76,121 | 507,680 |
Cancelled/expired (in shares) | 0 | (39,987) | (190,827) | 0 |
Outstanding ending balance (in shares) | 83,189 | 476,163 | 590,869 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares [Abstract] | |||||
Outstanding at beginning (in shares) | 2,475,000 | 2,666,666 | 2,777,777 | 0 | |
Granted (in shares) | 42,052,752 | 1,475,000 | 1,000,000 | 2,777,777 | |
Exercised (in shares) | 19,486,156 | 1,666,666 | 111,111 | 0 | |
Outstanding at ending (in shares) | 25,041,596 | 2,475,000 | 2,666,666 | 2,777,777 | 0 |
Weighted Average, Exercise Price [Abstract] | |||||
Outstanding at beginning (in dollars per share) | $ 4.88 | $ 1.80 | $ 1.80 | $ 0 | |
Granted (in dollars per share) | 0.18 | 4.125 | 6 | 1.80 | |
Exercised (in dollars per share) | 0.03 | 1.80 | 1.80 | 0 | |
Outstanding at ending (in dollars per share) | $ 0.75 | $ 4.88 | $ 1.80 | $ 1.80 | $ 0 |
Weighted Average, Remaining Term [Abstract] | |||||
Weighted average remaining term | 3 years 5 months 16 days | 3 years 1 month 20 days | 3 years 10 months 24 days | 4 years 4 months 28 days | 0 years |
Granted | 0 years | 0 years | 0 years | 4 years 4 months 28 days | |
Exercised | 0 years | 0 years | 0 years | 0 years |
EARNINGS _ (LOSS) PER SHARE (De
EARNINGS / (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator for basic and diluted income (loss) per share [Abstract] | ||
Net income (loss) attributable to common stockholders | $ (19,480,701) | $ (11,163,964) |
Numerator for diluted income (loss) per share [Abstract] | ||
Net income (loss) attributable to common stockholders - as reported | (19,480,701) | (11,163,964) |
Interest expense on 2017 Notes, net of taxes | 0 | 0 |
Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares | $ (19,480,701) | $ (11,163,964) |
Denominator for weighted average common shares outstanding [Abstract] | ||
Basic shares (in shares) | 23,790,030 | 14,982,791 |
Dilutive effect of Equity Awards (in shares) | 0 | 0 |
Dilutive effect of 2017 Notes (in shares) | 0 | 0 |
Diluted shares (in shares) | 23,790,030 | 14,982,791 |
Income (loss) per share - basic (in dollars per share) | $ (0.82) | $ (0.75) |
Income (loss) per share - diluted (in dollars per share) | $ (0.82) | $ (0.75) |
DEBT (Details)
DEBT (Details) | Mar. 07, 2017USD ($)Investor | Jul. 02, 2016USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) |
Debt Instruments [Abstract] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Capital expenditure amount limit | 150,000 | |||
Coverage ratio | 2.00 to 1.00 | |||
Outstanding balance | $ 6,450 | $ 1,880,114 | ||
Payment of fees waiver for non-compliance | $ 5,000 | |||
Term Loan [Member] | ||||
Debt Instruments [Abstract] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Maturity date | Jul. 1, 2019 | |||
Consecutive monthly installment payment | $ 33,333.33 | |||
Term Loan [Member] | Wall Street Journal Prime Rate [Member] | ||||
Debt Instruments [Abstract] | ||||
Interest rate per annum | 3.75% | |||
8% Convertible Unsecured Promissory Notes [Member] | ||||
Debt Instruments [Abstract] | ||||
Outstanding balance | $ 1,250,000 | |||
Stated interest rate | 8.00% | |||
Number of accredited investors | Investor | 4 | |||
Interest rate in case of default | 10.00% | |||
Conversation price, (in dollars per share) | $ / shares | $ 2.8 | |||
8% Convertible Unsecured Promissory Notes [Member] | Ameri California [Member] | ||||
Debt Instruments [Abstract] | ||||
Maturity date | Mar. 31, 2020 | |||
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 | |||
Outstanding balance | $ 4,000,000 | |||
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% |
DEBT, Short-term Debt (Details)
DEBT, Short-term Debt (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Abstract] | ||
Total short-term debt | $ 5,207,131 | $ 4,802,869 |
Revolving Credit Facility [Member] | ||
Short-term Debt [Abstract] | ||
Total short-term debt | 3,950,681 | 4,053,318 |
Convertible Note [Member] | ||
Short-term Debt [Abstract] | ||
Total short-term debt | 1,250,000 | 0 |
Term Loan [Member] | ||
Short-term Debt [Abstract] | ||
Total short-term debt | $ 6,450 | $ 749,551 |
DEBT, Long-term Debt (Details)
DEBT, Long-term Debt (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
DEBT [Abstract] | ||
Long-term Debt | $ 6,450 | $ 1,880,114 |
Less: Current maturities | 6,450 | 749,551 |
Long-term debt, net of current maturities | $ 0 | $ 1,130,563 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Salaries, commissions and other benefits payable | $ 950,257 | $ 1,156,601 |
Professional and legal fees payable | 109,246 | 329,332 |
Interest payable | 172,466 | 262,520 |
Taxes Payable | 182,298 | 446,694 |
Other liabilities | 283,369 | 387,514 |
TOTAL | $ 1,697,636 | $ 2,582,661 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
Employer matching contribution percentage, first portion | 100.00% |
Employee contribution percentage, first portion | 3.00% |
Employer matching contribution percentage, second portion | 50.00% |
Employee contribution percentage, second portion | 2.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current [Abstract] | ||
Federal and state | $ 125,356 | $ 63,577 |
Foreign | 109,917 | 144,452 |
Total current provision/(benefit) | 235,273 | 208,029 |
Deferred [Abstract] | ||
Federal and state | 0 | (2,599,791) |
Foreign | 24,478 | 0 |
Valuation allowance | 6,088,751 | 0 |
Total deferred expense (benefit) | 6,113,229 | (2,599,791) |
Total income tax expense (benefit) | $ 6,348,502 | $ (2,391,762) |
Effective tax rate | 21.00% | 21.00% |
Period of cumulative loss position | 3 years | |
Unrecognized tax benefits, interest and penalties | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rent expense | $ 260,000 | $ 340,000 |
Future Minimum Rental Payments [Abstract] | ||
2019 | 157,789 | |
2020 | 18,754 | |
Total | $ 176,543 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Warrant liability | 4,189,388 | 0 |
Contingent consideration | 605,223 | 3,374,660 |
Total | 4,794,611 | 3,374,660 |
Change in Level 3 Instruments (Contingent consideration) [Abstract] | ||
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Warrant liability | 0 | |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Warrant liability | 0 | |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Warrant liability | 4,189,388 | |
Contingent consideration | 605,223 | 3,374,660 |
Total | 4,794,611 | 3,374,660 |
Change in Level 3 Instruments (Contingent consideration) [Abstract] | ||
Opening balance | 3,374,660 | |
Additions during the period | 4,189,388 | |
Paid/settlements | (2,769,437) | |
Total gains recognized in Statement of Operations | 0 | |
Closing balance | $ 4,794,611 | $ 3,374,660 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 23, 2019 | Mar. 26, 2019 | Dec. 31, 2018 | Jan. 24, 2018 | Dec. 31, 2017 | Nov. 21, 2017 |
Debt Instruments [Abstract] | ||||||
Outstanding balance | $ 6,450 | $ 1,880,114 | ||||
Exercise of common stock purchase warrants (in shares) | 153,060 | 1,475,000 | ||||
Subsequent Event [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Gross proceeds amount received | $ 1,500,000 | |||||
Exercise of common stock purchase warrants (in shares) | 4,669,312 | |||||
North Mill Capital LLC [Member] | Subsequent Event [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Period for renewing the loan agreement | 2 years | |||||
Additional term loan period | 1 year | |||||
Wells Fargo Bank, National Association [Member] | Subsequent Event [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Accrued interest percentage on debt instrument | 1.75% | |||||
Line of credit facility interest rate | 7.25% | |||||
Interest paid | $ 2,000,000 | |||||
Facility fee amount | $ 50,000 | |||||
Facility fee percentage | 0.125% | |||||
Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Accrued interest percentage on debt instrument | 1.50% | |||||
Percentage of aggregate outstanding amount of eligible billed | 90.00% | |||||
Percentage of aggregate outstanding amount of eligible unbilled | 80.00% | |||||
Consecutive monthly installment payment | $ 1,000,000 | |||||
Proceeds from initial advance | 2,850,000 | |||||
Loan Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Outstanding balance | $ 10,000,000 |