Document and Entity Information
| Document and Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2019 | Aug. 09, 2019 | |
| Cover [Abstract] | ||
| Entity Registrant Name | AMERI Holdings, Inc. | |
| Entity Central Index Key | 0000890821 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | 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 Common Stock, Shares Outstanding | 52,417,688 | |
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2019 | |
| Document Fiscal Year Focus | 2019 | |
| Document Fiscal Period Focus | Q2 |
UNAUDITED CONDENSED CONSOLIDATE
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
| Current assets: | ||
| Cash and cash equivalents | $ 1,601,140 | $ 1,371,331 |
| Accounts receivable | 8,544,803 | 7,871,422 |
| Other current assets | 819,988 | 818,600 |
| Total current assets | 10,965,931 | 10,061,353 |
| Other assets: | ||
| Property and equipment, net | 59,632 | 58,892 |
| Intangible assets, net | 4,681,407 | 5,778,036 |
| Goodwill | 13,729,770 | 13,729,770 |
| Deferred income tax assets, net | 41,093 | 9,399 |
| Total other assets | 18,511,902 | 19,576,097 |
| Total assets | 29,477,833 | 29,637,450 |
| Current liabilities: | ||
| Line of credit | 4,015,370 | 3,950,681 |
| Accounts payable | 4,946,381 | 4,377,794 |
| Other accrued expenses | 1,801,844 | 1,697,636 |
| Current portion - long-term notes | 0 | 6,450 |
| Convertible notes | 1,000,000 | 1,250,000 |
| Consideration payable - cash | 2,496,000 | 2,696,000 |
| Consideration payable - equity | 0 | 605,223 |
| Dividend payable - Preferred stock | 106,234 | 105,181 |
| Total current liabilities | 14,365,829 | 14,688,965 |
| Long-term liabilities: | ||
| Warrant liability | 4,251,103 | 4,189,388 |
| Total long-term liabilities | 4,251,103 | 4,189,388 |
| Total liabilities | 18,616,932 | 18,878,353 |
| Stockholders' equity: | ||
| Preferred stock, $0.01 par value; 1,000,000 authorized, 424,928 and 420,720 issued and outstanding as of June 30, 2019 and December 31, 2018 respectively. | 4,249 | 4,207 |
| Common stock, $0.01 par value; 100,000,000 shares authorized, 52,417,688 and 42,329,121 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 524,176 | 423,290 |
| Additional paid-in capital | 48,051,637 | 44,722,856 |
| Accumulated deficit | (37,806,731) | (34,478,253) |
| Accumulated other comprehensive income (loss) | 87,570 | 86,997 |
| Total stockholders' equity | 10,860,901 | 10,759,097 |
| Total liabilities and stockholders' equity | $ 29,477,833 | $ 29,637,450 |
UNAUDITED CONDENSED CONSOLIDA_2
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
| 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) | 424,928 | 420,720 |
| Preferred stock, shares outstanding (in shares) | 424,928 | 420,720 |
| 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) | 52,417,688 | 42,329,121 |
| Common stock, shares outstanding (in shares) | 52,417,688 | 42,329,121 |
UNAUDITED CONDENSED CONSOLIDA_3
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Income Statement [Abstract] | ||||
| Revenue | $ 11,015,057 | $ 11,075,840 | $ 21,701,253 | $ 22,138,850 |
| Cost of revenue | 8,632,882 | 8,686,841 | 17,179,114 | 17,406,966 |
| Gross profit | 2,382,175 | 2,388,999 | 4,522,139 | 4,731,884 |
| Operating expenses | ||||
| Selling, General and administration | 3,296,041 | 2,524,588 | 6,173,350 | 5,403,530 |
| Depreciation and amortization | 562,570 | 809,282 | 1,123,587 | 1,630,018 |
| Impairment on goodwill | 0 | 0 | 0 | 0 |
| Acquisition related expenses | 0 | 0 | 0 | 10,000 |
| Changes in estimates for consideration payable | 0 | 134,619 | 0 | 134,619 |
| Operating expenses | 3,858,611 | 3,468,489 | 7,296,937 | 7,178,167 |
| Operating Income (loss) | (1,476,436) | (1,079,490) | (2,774,798) | (2,446,283) |
| Interest expenses | (156,660) | (182,521) | (299,214) | (393,680) |
| Impairment on goodwill and Intangibles | 0 | 0 | 0 | 0 |
| Changes in fair value of warrant liability | 388,552 | 0 | (61,715) | 0 |
| Others, net | 4,566 | 1,790 | 4,566 | 7,989 |
| Income (loss) before income taxes | (1,239,978) | (1,260,221) | (3,131,161) | (2,831,974) |
| Income tax benefit | (16,590) | 0 | 14,622 | 0 |
| Income (loss) after income taxes | (1,256,568) | (1,260,221) | (3,116,539) | (2,831,974) |
| Net income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
| Net Income (loss) attributable to the Company | (1,256,568) | (1,260,221) | (3,116,539) | (2,831,974) |
| Dividend on preferred stock | (106,234) | (104,136) | (211,939) | (661,553) |
| Net Income (loss) attributable to common stock holders | (1,362,802) | (1,364,357) | (3,328,478) | (3,493,527) |
| Other comprehensive income (loss), net of tax | ||||
| Foreign exchange translation | (18,141) | (32,310) | 573 | (2,519) |
| Total Comprehensive Income (loss) | $ (1,380,943) | $ (1,396,667) | $ (3,327,905) | $ (3,496,046) |
| Basic income (loss) per share (in dollars per share) | $ (0.03) | $ (0.07) | $ (0.07) | $ (0.19) |
| Diluted income (loss) per share (in dollars per share) | $ (0.03) | $ (0.07) | $ (0.07) | $ (0.19) |
| Basic weighted average number of common shares outstanding (in shares) | 50,677,357 | 18,790,998 | 48,125,231 | 18,678,224 |
| Diluted weighted average number of common shares outstanding (in shares) | 50,677,357 | 18,790,998 | 48,125,231 | 18,678,224 |
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] | Total |
| Balance at Dec. 31, 2017 | $ 181,625 | $ 4,054 | $ 34,223,181 | $ 36,875 | $ (14,997,552) | $ 19,448,183 |
| Balance (in shares) at Dec. 31, 2017 | 18,162,723 | 405,395 | ||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
| Net Loss for the period | (3,493,527) | (3,493,527) | ||||
| Other comprehensive income (loss) | (2,519) | (2,519) | ||||
| Warrants conversion to shares | $ 1,531 | 626,752 | 628,283 | |||
| Warrants conversion to shares (In shares) | 153,060 | |||||
| Shares Issued as consideration for acquisition of Subsidiary (ATCG) | $ 2,833 | 602,390 | 605,223 | |||
| Shares Issued as consideration for acquisition of Subsidiary (ATCG) (in shares) | 283,343 | |||||
| Shares Issued towards earnout | $ 3,164 | 539,686 | 542,850 | |||
| Shares Issued towards earnout (in shares) | 316,449 | |||||
| Stock, Option, RSU and Warrant Expense | 574,769 | 574,769 | ||||
| Compensation to Directors | $ 969 | (969) | 0 | |||
| Compensation to Directors (in shares) | 96,872 | |||||
| Balance at Jun. 30, 2018 | $ 190,122 | $ 4,054 | 36,565,809 | 34,356 | (18,491,079) | 18,303,262 |
| Balance (in shares) at Jun. 30, 2018 | 19,012,447 | 405,395 | ||||
| Balance at Dec. 31, 2018 | $ 423,290 | $ 4,207 | 44,722,856 | 86,997 | (34,478,253) | $ 10,759,097 |
| Balance (in shares) at Dec. 31, 2018 | 42,329,121 | 420,720 | 42,329,121 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
| Net Loss for the period | (3,206,087) | $ (3,328,478) | ||||
| Other comprehensive income (loss) | 573 | 573 | ||||
| Shares Issued towards earnout | $ 32,893 | 572,330 | 605,223 | |||
| Shares Issued towards earnout (in shares) | 3,289,255 | |||||
| Exercise of Warrants (PIPE series A) | $ 67,993 | 2,055,432 | 2,123,425 | |||
| Exercise of Warrants (PIPE series A) (in shares) | 6,799,312 | |||||
| Stock Compensation expenses | 490,175 | 490,175 | ||||
| Preferred stock issued | $ 42 | 210,844 | 210,886 | |||
| Preferred stock issued (in shares) | 4,218 | |||||
| Balance at Jun. 30, 2019 | $ 524,176 | $ 4,249 | $ 48,051,637 | $ 87,570 | $ (37,684,340) | $ 10,860,901 |
| Balance (in shares) at Jun. 30, 2019 | 52,417,688 | 424,938 | 52,417,688 |
CONSOLIDATED STATEMENT OF CHA_2
| CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
| CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Abstract] | |||
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
UNAUDITED CONDENSED CONSOLIDA_4
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
| Cash flow from operating activities | |||||
| Net Income (loss) | $ (1,380,943) | $ (1,396,667) | $ (3,327,905) | $ (3,496,046) | |
| Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | |||||
| Depreciation and amortization | 562,570 | 809,282 | 1,123,587 | 1,630,018 | |
| Impairment on goodwill and Intangible assets | 0 | 0 | 0 | 0 | |
| Provision for Preference dividend | 211,939 | 661,553 | |||
| Changes in fair value of warrants | (388,552) | 0 | 61,715 | 0 | |
| Changes in estimate of contingent consideration | 0 | 134,619 | 0 | 134,619 | |
| Stock, option, restricted stock unit and warrant expense | 490,175 | 574,769 | |||
| Foreign exchange translation adjustment | 573 | (2,519) | |||
| Provision for Income taxes ( net of deferred income taxes) | 16,590 | 0 | (14,622) | 0 | |
| Loss on sale of fixed assets | 0 | 0 | |||
| Increase (decrease) in: | |||||
| Accounts receivable | (673,381) | 901,880 | |||
| Other current assets | (1,388) | 172,549 | |||
| Increase (decrease) in: | |||||
| Accounts payable and accrued expenses | 655,151 | (856,177) | |||
| Net cash provided by (used in) operating activities | (1,474,156) | (279,354) | |||
| Cash flow from investing activities | |||||
| Purchase of fixed assets | (27,698) | (13,875) | |||
| Acquisition consideration | (200,000) | (1,069,260) | |||
| Investments | 0 | 0 | |||
| Net cash used in investing activities | (227,698) | (1,083,135) | |||
| Cash flow from financing activities | |||||
| Proceeds from bank loan and convertible notes, net | (191,762) | (2,257,324) | |||
| Non Controlling Interest - Net Income | 0 | 0 | |||
| Contingent consideration for acquisitions | 0 | (975,438) | |||
| Proceeds from issuance of common shares, net | 2,123,425 | 628,281 | |||
| Net cash provided by financing activities | 1,931,663 | (2,604,481) | |||
| Net increase (decrease) in cash and cash equivalents | 229,809 | (3,966,970) | |||
| Cash and cash equivalents as at beginning of the period | 1,371,331 | 4,882,084 | $ 4,882,084 | ||
| Cash at the end of the period | $ 1,601,140 | $ 915,114 | $ 1,601,140 | $ 915,114 | $ 1,371,331 |
DESCRIPTION OF BUSINESS
| DESCRIPTION OF BUSINESS | 6 Months Ended |
| Jun. 30, 2019 | |
| DESCRIPTION OF BUSINESS [Abstract] | |
| DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS: AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a company that, through the operations of its eleven subsidiaries, provides SAP TM |
BASIS OF PRESENTATION
| BASIS OF PRESENTATION | 6 Months Ended |
| Jun. 30, 2019 | |
| BASIS OF PRESENTATION [Abstract] | |
| BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosure notes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Recent Accounting Pronouncements New Standards to Be Implemented 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 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 has adopted this new standard during the current quarter. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The company has implemented the above standard effective from Quarter 3 of 2018 and has made the respective disclosures in Statement of Cash Flow. |
BUSINESS COMBINATIONS
| BUSINESS COMBINATIONS | 6 Months Ended |
| Jun. 30, 2019 | |
| BUSINESS COMBINATIONS [Abstract] | |
| BUSINESS COMBINATIONS | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). The total purchase price of $9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill. On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of: (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 51,000 shares of our common stock (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years. The former shareholders of Bigtech exercised such warrants in full and were issued 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 current Executive 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, dated February 4, 2019, in which the Company paid an amount of $200,000 to such member in four equal monthly installments starting from February 2019 and ending in May 2019, which settled 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 $8.8 million, 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 was 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. 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. 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 $2,496,000 in consideration payable by cash. |
REVENUE RECOGNITION
| REVENUE RECOGNITION | 6 Months Ended |
| Jun. 30, 2019 | |
| REVENUE RECOGNITION [Abstract] | |
| REVENUE RECOGNITION | NOTE 4. REVENUE RECOGNITION: We recognize revenue in accordance with the Accounting Standard Codification 606 “Revenue Recognition.” Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller’s price to buyer is fixed and determinable, and (4) collectability is reasonably assured. We recognize revenue from information technology services as the services are provided. Service revenues are recognized based on contracted hourly rates, as services are rendered or upon completion of specified contracted services and acceptance by the customer. |
INTANGIBLE ASSETS
| INTANGIBLE ASSETS | 6 Months Ended |
| Jun. 30, 2019 | |
| 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 $0.5 million and 0.8 million for the six months ended June 30, 2019 and June 30, 2018 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 12. |
GOODWILL
| GOODWILL | 6 Months Ended |
| Jun. 30, 2019 | |
| GOODWILL [Abstract] | |
| GOODWILL | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The total value of the Company’s goodwill was $13.7 million as of June 30, 2019 and December 31, 2018. As per Company policy, goodwill impairment tests are conducted on an annual basis and any impairment is reflected in the Company’s Statements of Operations. 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 12. |
EARNINGS (LOSS) PER SHARE
| EARNINGS (LOSS) PER SHARE | 6 Months Ended |
| Jun. 30, 2019 | |
| EARNINGS (LOSS) PER SHARE [Abstract] | |
| EARNINGS (LOSS) PER SHARE | NOTE 7. EARNINGS (LOSS) PER SHARE: Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 10 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued. For the six months ended June 30, 2019 and 2018, 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 Six Months Ended June 30, 2019 June 30, 2018 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (3,328,478 ) (3,493,527 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (3,328,478 ) (3,493,527 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (3,328,478 ) (3,493,527 ) Denominator for weighted average common shares outstanding: Basic shares 48,125,231 18,678,224 Dilutive effect of Equity Awards Dilutive effect of 2017 Notes - - Diluted shares 48,125,231 18,678,224 Income (loss) per share – basic: $ (0.07 ) (0.19 ) Income (loss) per share – diluted: $ (0.07 ) (0.19 ) |
OTHER ITEMS
| OTHER ITEMS | 6 Months Ended |
| Jun. 30, 2019 | |
| OTHER ITEMS [Abstract] | |
| OTHER ITEMS | NOTE 8. OTHER ITEMS: During the six months ended June 30 2019, the Company has not granted any restricted stock units and stock options to purchase Company’s common stock to key employees or directors out of Company’s 2015 Equity Incentive Award Plan. The company has booked charges of $0.2 million as stock compensation expenses for the six months ended June 30 2019 and $0.3 million for the six months ended June 30, 2018. |
BANK DEBT
| BANK DEBT | 6 Months Ended |
| Jun. 30, 2019 | |
| BANK DEBT [Abstract] | |
| BANK DEBT | NOTE 9. BANK DEBT: On January 23, 2019, certain subsidiaries of the Company, including Ameri100 Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc. and Ameri and Partners, Inc., as borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”) for a credit facility (the “Credit Facility”) 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 has guaranteed 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. The Borrowers received an initial advance on January 23, 2019 in an amount of approximately $2.85 million (the “Initial Advance”). Borrowings under the Credit Facility 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. The Company used approximately $2.75 million of the Initial Advance to repay all of its outstanding obligations under the Credit Facility. Upon payment, the Company’s obligations under the Credit Facility were terminated. 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. As of June 30, 2019, the principal balance and accrued interest under the Credit Facility amounted to $4 million. |
CONVERTIBLE NOTES
| CONVERTIBLE NOTES | 6 Months Ended |
| Jun. 30, 2019 | |
| CONVERTIBLE NOTES [Abstract] | |
| CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES: On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1.25 million from four accredited investors, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. As of March 31, 2019, all interest payments due on the 2017 Notes have been paid in full. During this first quarter of 2019 the company repaid $0.25 million towards 2017 notes. The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes have the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the conversion price. The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock. |
COMMITMENTS AND CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
| Jun. 30, 2019 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 11. COMMITMENTS AND CONTINGENCIES: Operating Leases The Company's principal facility is located in Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2019 and 2021. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $169,340 and $147,751 for the six months ended June 30, 2019 and 2018, respectively. Year ending December 31, Amount 2019 95,943 2020 159,450 2021 61,590 Total $ 316,983 |
FAIR VALUE MEASUREMENT
| FAIR VALUE MEASUREMENT | 6 Months Ended |
| Jun. 30, 2019 | |
| FAIR VALUE MEASUREMENT [Abstract] | |
| FAIR VALUE MEASUREMENT | NOTE 12. 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 June 30, 2019: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability 4,251,103 4,251,103 Contingent consideration - - - - Total - - $ 4,251,103 $ 4,251,103 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 presents the change in level 3 instruments: Closing balance December 31, 2018 4,794,611 Additions during the period $ 61,715 Paid/settlements (605,223 ) Total gains recognized in Statement of Operations - Closing balance June 30, 2019 $ 4,251,103 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 period ended June 30 2019 and year ended December 31, 2018. |
PRIVATE OFFERING
| PRIVATE OFFERING | 6 Months Ended |
| Jun. 30, 2019 | |
| PRIVATE OFFERING [Abstract] | |
| PRIVATE OFFERING | NOTE 13. 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. 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) during the year ended December 31 2018. For June 30 2019, the Purchaser Warrants were 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 $61,715 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 19,543 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. |
BASIS OF PRESENTATION (Policies
| BASIS OF PRESENTATION (Policies) | 6 Months Ended |
| Jun. 30, 2019 | |
| BASIS OF PRESENTATION [Abstract] | |
| Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosure notes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements New Standards to Be Implemented 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 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 has adopted this new standard during the current quarter. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The company has implemented the above standard effective from Quarter 3 of 2018 and has made the respective disclosures in Statement of Cash Flow. |
BUSINESS COMBINATIONS (Tables)
| BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| BUSINESS COMBINATIONS [Abstract] | |
| Allocation of Purchase Price | Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 |
EARNINGS (LOSS) PER SHARE (Tabl
| EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| EARNINGS (LOSS) PER SHARE [Abstract] | |
| Computation of Basic and Diluted Income (Loss) 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 Six Months Ended June 30, 2019 June 30, 2018 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (3,328,478 ) (3,493,527 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (3,328,478 ) (3,493,527 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (3,328,478 ) (3,493,527 ) Denominator for weighted average common shares outstanding: Basic shares 48,125,231 18,678,224 Dilutive effect of Equity Awards Dilutive effect of 2017 Notes - - Diluted shares 48,125,231 18,678,224 Income (loss) per share – basic: $ (0.07 ) (0.19 ) Income (loss) per share – diluted: $ (0.07 ) (0.19 ) |
COMMITMENTS AND CONTINGENCIES (
| COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | |
| Future Minimum Rental Payments Under the Lease Agreements | All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $169,340 and $147,751 for the six months ended June 30, 2019 and 2018, respectively. Year ending December 31, Amount 2019 95,943 2020 159,450 2021 61,590 Total $ 316,983 |
FAIR VALUE MEASUREMENT (Tables)
| FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| 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 June 30, 2019: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability 4,251,103 4,251,103 Contingent consideration - - - - Total - - $ 4,251,103 $ 4,251,103 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 |
| Change in Level 3 Instruments | The following table presents the change in level 3 instruments: Closing balance December 31, 2018 4,794,611 Additions during the period $ 61,715 Paid/settlements (605,223 ) Total gains recognized in Statement of Operations - Closing balance June 30, 2019 $ 4,251,103 |
DESCRIPTION OF BUSINESS (Detail
| DESCRIPTION OF BUSINESS (Details) | 6 Months Ended |
| Jun. 30, 2019Subsidiary | |
| DESCRIPTION OF BUSINESS [Abstract] | |
| Number of subsidiaries | 11 |
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 ($) | Jun. 30, 2019USD ($)FormerMember$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($) |
| Business Combinations [Abstract] | ||||||||||||||
| Earn-out payments to be paid | $ 2,496,000 | |||||||||||||
| Acquisition payments in 2016 | 200,000 | $ 1,069,260 | ||||||||||||
| Value of common stock | $ 605,223 | |||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Goodwill | $ 13,729,770 | $ 13,729,770 | ||||||||||||
| Ameri Georgia [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Consideration of acquisition | $ 9,900,000 | |||||||||||||
| Period of capitalized intangible asset | 3 years | |||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Intangible Assets | 1,800,000 | |||||||||||||
| Goodwill | 3,500,000 | |||||||||||||
| Current Assets [Abstract] | ||||||||||||||
| Cash | 1,400,000 | |||||||||||||
| Accounts Receivable | 5,600,000 | |||||||||||||
| Other Assets | 200,000 | |||||||||||||
| Current Assets, Total | 7,300,000 | |||||||||||||
| Current Liabilities [Abstract] | ||||||||||||||
| Accounts Payable | 1,300,000 | |||||||||||||
| Accrued Expenses & Other Current Liabilities | 1,300,000 | |||||||||||||
| Current Liabilities, Total | 2,700,000 | |||||||||||||
| Net Working Capital Acquired | 4,600,000 | |||||||||||||
| Total Purchase Price | $ 9,900,000 | |||||||||||||
| Bigtech Software Private Limited [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Consideration of acquisition | $ 850,000 | |||||||||||||
| Business acquisition, cash payment at closing | $ 340,000 | |||||||||||||
| Common stock, shares issued at closing (in shares) | shares | 72,570 | |||||||||||||
| Warrants purchase (in shares) | shares | 51,000 | |||||||||||||
| Warrants purchase period | 2 years | |||||||||||||
| Commission to be paid in cash | $ 255,000 | |||||||||||||
| Value of common stock | $ 250,000 | |||||||||||||
| Price per share (in dollars per share) | $ / shares | $ 6.51 | |||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Intangible Assets | $ 600,000 | |||||||||||||
| Goodwill | 300,000 | |||||||||||||
| Current Assets [Abstract] | ||||||||||||||
| Cash | 0 | |||||||||||||
| Accounts Receivable | 0 | |||||||||||||
| Other Assets | 0 | |||||||||||||
| Current Assets, Total | 0 | |||||||||||||
| Current Liabilities [Abstract] | ||||||||||||||
| Accounts Payable | 0 | |||||||||||||
| Accrued Expenses & Other Current Liabilities | 0 | |||||||||||||
| Current Liabilities, Total | 0 | |||||||||||||
| Net Working Capital Acquired | 0 | |||||||||||||
| Total Purchase Price | $ 900,000 | |||||||||||||
| Virtuoso [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Consideration of acquisition | $ 1,800,000 | |||||||||||||
| Acquisition payments in 2016 | $ 60,000 | |||||||||||||
| Stock earn-out payments to be paid (in shares) | shares | 12,408 | |||||||||||||
| Period of capitalized intangible asset | 3 years | |||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Intangible Assets | 900,000 | |||||||||||||
| Goodwill | 900,000 | |||||||||||||
| Current Assets [Abstract] | ||||||||||||||
| Cash | 0 | |||||||||||||
| Accounts Receivable | 0 | |||||||||||||
| Other Assets | 0 | |||||||||||||
| Current Assets, Total | 0 | |||||||||||||
| Current Liabilities [Abstract] | ||||||||||||||
| Accounts Payable | 0 | |||||||||||||
| Accrued Expenses & Other Current Liabilities | 0 | |||||||||||||
| Current Liabilities, Total | 0 | |||||||||||||
| Net Working Capital Acquired | 0 | |||||||||||||
| Total Purchase Price | $ 1,800,000 | |||||||||||||
| Ameri Arizona [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Consideration of acquisition | $ 15,800,000 | |||||||||||||
| Business acquisition, cash payment at closing | $ 2,496,000 | $ 3,000,000 | ||||||||||||
| Common stock, shares issued at closing (in shares) | shares | 1,600,000 | |||||||||||||
| Membership interest acquired | 100.00% | |||||||||||||
| Stock earn-out payments to be paid (in shares) | shares | 560,000 | |||||||||||||
| Number of former members of company | FormerMember | 2 | |||||||||||||
| Period of capitalized intangible asset | 3 years | |||||||||||||
| Value of common stock | $ 10,400,000 | |||||||||||||
| Price per share (in dollars per share) | $ / shares | $ 6.51 | $ 2.40 | ||||||||||||
| Considered amount from contingent consideration | $ 200,000 | |||||||||||||
| Number of equal monthly installments | Installments | 4 | |||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Intangible Assets | $ 5,400,000 | |||||||||||||
| Goodwill | 10,400,000 | |||||||||||||
| Current Assets [Abstract] | ||||||||||||||
| Cash | 0 | |||||||||||||
| Accounts Receivable | 0 | |||||||||||||
| Other Assets | 0 | |||||||||||||
| Current Assets, Total | 0 | |||||||||||||
| Current Liabilities [Abstract] | ||||||||||||||
| Accounts Payable | 0 | |||||||||||||
| Accrued Expenses & Other Current Liabilities | 0 | |||||||||||||
| Current Liabilities, Total | 0 | |||||||||||||
| Net Working Capital Acquired | 0 | |||||||||||||
| Total Purchase Price | 15,800,000 | |||||||||||||
| Ameri Arizona [Member] | Cash [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Earn-out payments to be paid | $ 1,500,000 | |||||||||||||
| Ameri California [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Consideration of acquisition | $ 8,800,000 | |||||||||||||
| Business acquisition, cash payment at closing | $ 60,000 | |||||||||||||
| Common stock, shares issued at closing (in shares) | shares | 576,923 | 283,344 | ||||||||||||
| Membership interest acquired | 100.00% | |||||||||||||
| Unsecured promissory notes | $ 3,750,000 | |||||||||||||
| Unsecured promissory notes, percentage of interest rate | 6.00% | |||||||||||||
| Period of capitalized intangible asset | 3 years | |||||||||||||
| Value of common stock | $ 3,800,000 | $ 605,000 | ||||||||||||
| Business Combination, Assets and Liabilities Assumed [Abstract] | ||||||||||||||
| Intangible Assets | 3,800,000 | |||||||||||||
| Goodwill | 5,000,000 | |||||||||||||
| Current Assets [Abstract] | ||||||||||||||
| Cash | 0 | |||||||||||||
| Accounts Receivable | 0 | |||||||||||||
| Other Assets | 0 | |||||||||||||
| Current Assets, Total | 0 | |||||||||||||
| Current Liabilities [Abstract] | ||||||||||||||
| Accounts Payable | 0 | |||||||||||||
| Accrued Expenses & Other Current Liabilities | 0 | |||||||||||||
| Current Liabilities, Total | 0 | |||||||||||||
| Net Working Capital Acquired | 0 | |||||||||||||
| Total Purchase Price | 8,800,000 | |||||||||||||
| Ameri California [Member] | Stock [Member] | ||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||
| Earn-out payments to be paid | $ 1,200,000 |
INTANGIBLE ASSETS (Details)
| INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
| Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
| INTANGIBLE ASSETS [Abstract] | |||
| Amortization expense | $ 0.5 | $ 0.8 | |
| Impairment charges on intangible assets | $ 0.9 | ||
GOODWILL (Details)
| GOODWILL (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
| GOODWILL [Abstract] | |||||
| Goodwill | $ 13,729,770 | $ 13,729,770 | $ 13,729,770 | ||
| Impairment charges on goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 8,200,000 |
EARNINGS (LOSS) PER SHARE (Deta
| EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 07, 2017 | |
| Convertible Debt [Abstract] | |||||
| Issuance of common stock upon exercise of Equity Awards (in shares) | 0 | 0 | |||
| Numerator for basic and diluted income (loss) per share [Abstract] | |||||
| Net income (loss) attributable to common stockholders | $ (1,362,802) | $ (1,364,357) | $ (3,328,478) | $ (3,493,527) | |
| Numerator for diluted income (loss) per share [Abstract] | |||||
| Net income (loss) attributable to common stockholders - as reported | $ (1,362,802) | $ (1,364,357) | (3,328,478) | (3,493,527) | |
| Interest expense on 2017 Notes, net of taxes | 0 | 0 | |||
| Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares | $ (3,328,478) | $ (3,493,527) | |||
| Denominator for weighted average common shares outstanding [Abstract] | |||||
| Basic shares (in shares) | 50,677,357 | 18,790,998 | 48,125,231 | 18,678,224 | |
| Dilutive effect of Equity Awards (in shares) | 0 | 0 | |||
| Dilutive effect of 2017 Notes (in shares) | 0 | 0 | |||
| Diluted shares (in shares) | 50,677,357 | 18,790,998 | 48,125,231 | 18,678,224 | |
| Income (loss) per share - basic (in dollars per share) | $ (0.03) | $ (0.07) | $ (0.07) | $ (0.19) | |
| Income (loss) per share - diluted (in dollars per share) | $ (0.03) | $ (0.07) | $ (0.07) | $ (0.19) | |
| 8% Convertible Unsecured Promissory Notes [Member] | |||||
| Convertible Debt [Abstract] | |||||
| Stated interest rate | 8.00% | ||||
OTHER ITEMS (Details)
| OTHER ITEMS (Details) - USD ($) $ in Millions | 6 Months Ended | |
| Jun. 30, 2019 | Jun. 30, 2018 | |
| Other Items [Abstract] | ||
| Share based compensation expense | $ 0.2 | $ 0.3 |
| Employees [Member] | Options [Member] | 2015 Equity Incentive Award Plan [Member] | ||
| Other Items [Abstract] | ||
| Number of shares granted (in shares) | 0 | |
| Number of shares granted, other than options (in shares) | 0 | |
| Director [Member] | Restricted Stock Units [Member] | 2015 Equity Incentive Award Plan [Member] | ||
| Other Items [Abstract] | ||
| Number of shares granted (in shares) | 0 | |
| Number of shares granted, other than options (in shares) | 0 | |
BANK DEBT (Details)
| BANK DEBT (Details) - USD ($) | Jan. 23, 2019 | Jun. 30, 2019 |
| North Mill Capital LLC [Member] | ||
| Debt Instruments [Abstract] | ||
| Period for renewing the loan agreement | 2 years | |
| Additional term loan period | 1 year | |
| Wells Fargo Bank, National Association [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] | ||
| Debt Instruments [Abstract] | ||
| Proceeds from initial advance | $ 2,850,000 | |
| Revolving Credit Facility [Member] | ||
| Debt Instruments [Abstract] | ||
| Repayment of debt | $ 2,750,000 | |
| Debt amount outstanding | $ 4,000,000 |
CONVERTIBLE NOTES (Details)
| CONVERTIBLE NOTES (Details) - 8% Convertible Unsecured Promissory Notes [Member] | Mar. 07, 2017USD ($)Investor | Jun. 30, 2019USD ($)$ / shares | Jun. 30, 2019$ / shares |
| Convertible Note [Abstract] | |||
| Stated interest rate | 8.00% | ||
| Proceeds from sale of convertible note payable | $ 1,250,000 | ||
| Number of accredited investors | Investor | 4 | ||
| Maturity date | Mar. 31, 2020 | ||
| Interest rate in case of default | 10.00% | ||
| Repayment of debt | $ 250,000 | ||
| Conversation price (in dollars per share) | $ / shares | $ 2.80 | $ 2.80 |
COMMITMENTS AND CONTINGENCIES_2
| COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 6 Months Ended | |
| Jun. 30, 2019 | Jun. 30, 2018 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | ||
| Rent expense | $ 169,340 | $ 147,751 |
| Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
| 2019 | 95,943 | |
| 2020 | 159,450 | |
| 2021 | 61,590 | |
| Total | $ 316,983 | |
FAIR VALUE MEASUREMENT (Details
| FAIR VALUE MEASUREMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2019 | Dec. 31, 2018 | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
| Cash equivalents | $ 0 | $ 0 |
| Warrant liability | 4,251,103 | 4,189,388 |
| Contingent consideration | 0 | 605,223 |
| Total | 4,251,103 | 4,794,611 |
| 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 | 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 | 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 | 4,251,103 | 4,189,388 |
| Contingent consideration | 0 | 605,223 |
| Total | 4,251,103 | 4,794,611 |
| Change in Level 3 Instruments (Contingent consideration) [Abstract] | ||
| Opening balance | 4,794,611 | |
| Additions during the period | 61,715 | |
| Paid/settlements | (605,223) | |
| Total gains recognized in Statement of Operations | 0 | |
| Closing balance | $ 4,251,103 | $ 4,794,611 |
PRIVATE OFFERING (Details)
| PRIVATE OFFERING (Details) - USD ($) | Sep. 27, 2018 | Aug. 21, 2018 | Jul. 30, 2018 | Jul. 25, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
| Stockholders' Equity [Abstract] | |||||||||
| Proceeds for issue of common stock | $ 2,123,425 | $ 628,281 | |||||||
| Changes in fair value of warrants | $ (388,552) | $ 0 | $ 61,715 | $ 0 | |||||
| Initial Securities Purchase Agreement [Member] | |||||||||
| Stockholders' Equity [Abstract] | |||||||||
| Number of common shares to be issued (in shares) | 5,000,000 | ||||||||
| Number of warrants to purchase common stock (in shares) | 4,000,001 | ||||||||
| Total consideration of warrants to purchase common stock | $ 6,000,000 | ||||||||
| Common stock issued (in shares) | 3,250,000 | ||||||||
| Proceeds for issue of common stock | $ 6,000,000 | ||||||||
| Initial per share purchase price (in dollars per share) | $ 1.20 | ||||||||
| Warrants exercise price (in dollars per share) | $ 1.60 | ||||||||
| Term of warrants | 5 years | ||||||||
| Number of months considered for cashless basis registration | 6 months | ||||||||
| Second Securities Purchase Agreement [Member] | |||||||||
| Stockholders' Equity [Abstract] | |||||||||
| Number of common shares to be issued (in shares) | 500,417 | ||||||||
| Number of warrants to purchase common stock (in shares) | 400,333 | ||||||||
| Total consideration of warrants to purchase common stock | $ 600,000 | ||||||||
| Proceeds for issue of common stock | $ 600,000 | ||||||||
| Term of warrants | 5 years | ||||||||
| Private Placement and Securities Purchase Agreement [Member] | |||||||||
| Stockholders' Equity [Abstract] | |||||||||
| Number of warrants to purchase common stock (in shares) | 4,400,334 | 4,400,334 | |||||||
| Percentage of purchase price of shares consider for price adjustment | 80.00% | ||||||||
| Percentage of exercise price of warrants considered for price adjustment | 110.00% | ||||||||
| Number of trading days considered for lowest of the average daily prices | 6 days | ||||||||
| Number of shares registered under effective registration as issued or issuable (in shares) | 22,758,621 | ||||||||
| Number of shares issuable under purchaser warrants (in shares) | 22,544,139 | ||||||||
| Aggregate exercise price of warrants | $ 7,040,534.40 | $ 7,040,534.40 | |||||||
| Post-Price adjustment exercise price (in dollars per share) | $ 0.3123 | $ 0.3123 | |||||||
| Aggregate fair value of warrants issued | $ 1,429,000 | ||||||||
| Changes in fair value of warrants | $ 61,715 | $ 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 | $ 1.32 | |||||||
| Percentage of gross proceeds from sale of securities consider for fee | 7.00% | ||||||||
| Aggregate fair value of warrants issued | $ 49,000 | ||||||||
| Placement Agent [Member] | Maximum [Member] | |||||||||
| Stockholders' Equity [Abstract] | |||||||||
| Number of warrants to purchase common stock (in shares) | 150,000 | 150,000 |
PRIVATE OFFERING, 2018 Preferre
| PRIVATE OFFERING, 2018 Preferred Stock Amendment (Details) - Lone Star Value Investors, LP [Member] | 3 Months Ended | 6 Months Ended | |
| Jun. 30, 2019$ / shares | Jun. 30, 2019DividendPeriod$ / sharesshares | Jun. 22, 2018shares | |
| Preferred Stock Amendment [Abstract] | |||
| Exercise price (in dollars per share) | $ / shares | $ 1.50 | $ 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 | $ 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] | |||
| 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 | 19,543 | ||
| Warrants [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] | |||
| Preferred Stock Amendment [Abstract] | |||
| Voting power percentage | 70.00% | 70.00% |