Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016 | |
Document And Entity Information | |
Entity Registrant Name | AMERI Holdings, Inc. |
Entity Central Index Key | 890,821 |
Document Type | S-1/A |
Document Period End Date | Dec. 31, 2016 |
Amendment Flag | true |
Amendment Description | To amend orginal S-1 and update financials. |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
AUDITED CONDENSED CONSOLIDATED
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 1,812,600 | $ 1,379,887 | $ 1,878,034 |
Accounts receivable | 9,590,446 | 8,059,910 | 4,872,082 |
Investments | 82,908 | 82,908 | 82,908 |
Other current assets | 866,505 | 542,237 | 343,809 |
Total current assets | 12,352,459 | 10,064,942 | 7,176,833 |
Other assets: | |||
Property and equipment, net | 113,505 | 100,241 | 73,066 |
Intangible assets - net | 11,845,910 | 8,764,704 | 3,114,513 |
Acquired goodwill | 21,879,572 | 17,089,076 | 3,470,522 |
Deferred income tax assets, net | 3,488,960 | 3,488,960 | 0 |
Total other assets | 37,327,947 | 29,442,981 | 6,658,101 |
Total assets | 49,680,406 | 39,507,923 | 13,834,934 |
Current Liabilities: | |||
Line of credit | 3,956,494 | 3,088,890 | 1,235,935 |
Accounts payable | 4,468,533 | 5,130,817 | 2,597,385 |
Other accrued expenses | 3,147,210 | 2,165,088 | 1,093,814 |
Current Portion - Long Term Notes | 399,996 | 405,376 | 0 |
Consideration payable - Cash | 4,199,238 | 1,854,397 | 3,649,267 |
Consideration payable - Equity | 596,763 | 64,384 | 0 |
Dividend Payable | 499,965 | 0 | 0 |
Total current liabilities | 17,268,199 | 12,708,952 | 8,576,401 |
Long-term liabilities: | |||
Convertible notes | 1,250,000 | 0 | 5,000,000 |
Long-term notes - Net of Current Portion | 1,023,474 | 1,536,191 | 0 |
Long-term consideration payable - Cash | 3,375,000 | 2,711,717 | 0 |
Long-term consideration payable - Equity | 11,993,723 | 10,887,360 | 0 |
Total Long-term Liabilities | 17,642,197 | 15,135,268 | 5,000,000 |
Total liabilities | 34,910,396 | 27,844,220 | 13,576,401 |
Stockholders' equity: | |||
Preferred stock, $0.01 par value; 1,000,000 authorized, 363,611 issued and outstanding as of March 31, 2017 and as of December 31, 2016 | 3,636 | 3,636 | 0 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 14,579,417 and 13,885,972 issued and outstanding as of March 31, 2017 and December 31, 2016 respectively. | 145,794 | 138,860 | 118,743 |
Additional paid-In capital | 19,850,002 | 15,358,839 | 1,192,692 |
Accumulated deficit | (5,226,646) | (3,833,588) | (1,052,902) |
Accumulated other comprehensive income (loss) | 740 | (7,426) | 0 |
Non-Controlling Interest | (3,516) | 3,382 | 0 |
Total stockholders' equity | 14,770,010 | 11,663,703 | 258,533 |
Total liabilities and stockholders' equity | $ 49,680,406 | $ 39,507,923 | $ 13,834,934 |
AUDITED CONDENSED CONSOLIDATED3
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Preferred stock, authorized shares | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 363,611 | 363,611 | 0 |
Preferred stock, outstanding shares | 363,611 | 363,611 | 0 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, issued shares | 14,579,417 | 13,885,972 | 11,874,361 |
Common stock, outstanding shares | 14,579,417 | 13,885,972 | 11,874,361 |
AUDITED CONDENSED CONSOLIDATED4
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 12,340,927 | $ 7,012,964 | $ 36,145,589 | $ 20,261,172 |
Cost of revenue | 9,039,577 | 5,757,307 | 29,608,932 | 13,391,504 |
Gross profit | 3,301,350 | 1,255,657 | 6,536,657 | 6,869,668 |
Operating expenses: | ||||
Selling and marketing | 332,310 | 31,350 | 417,249 | 119,847 |
General and administration | 2,701,145 | 1,718,590 | 8,552,966 | 5,721,633 |
Acquisition related expenses | 209,344 | 375,405 | 1,585,136 | 1,655,962 |
Depreciation and amortization | 689,100 | 111,628 | 1,361,169 | 166,208 |
Operating expenses | 3,931,899 | 2,236,973 | 11,916,520 | 7,663,650 |
Operating income (loss): | (630,549) | (981,316) | (5,379,863) | (793,982) |
Interest expense | (90,806) | (113,746) | (751,074) | (238,471) |
Interest income/other income | 0 | 2,005 | 0 | 89,918 |
Other income | (4,149) | (2,304) | 16,604 | 0 |
Change due to estimate correction | 0 | 0 | (410,817) | 0 |
Total other income (expenses) | (94,955) | (114,045) | (1,145,287) | (148,553) |
Net income (loss) before income taxes | (725,504) | (1,095,361) | (6,525,150) | (942,535) |
Income tax benefit (provision) | 0 | (2,020) | 3,747,846 | 128,460 |
Net income (loss) after tax | (725,504) | (1,097,381) | (2,777,304) | (814,075) |
Dividend on Preference Shares | (499,965) | 0 | 0 | 0 |
Net income (loss) attributable to the Company | (1,225,469) | (1,097,381) | (2,780,686) | (814,075) |
Non-controlling interest | 3,516 | 0 | (3,382) | 0 |
Foreign exchange translation adjustment | 5,335 | (62,890) | (7,426) | 0 |
Net income (loss) | $ (1,216,618) | $ (1,160,271) | $ (2,788,112) | $ (814,075) |
Basic income (loss) per share | $ (0.09) | $ (0.09) | $ (0.21) | $ (0.07) |
Diluted income (loss) per share | $ (0.09) | $ (0.09) | $ (0.21) | $ (0.07) |
Basic weighted average number of shares | 14,094,536 | 11,874,361 | 13,068,597 | 11,101,198 |
Diluted weighted average number of shares | 14,094,536 | 11,874,361 | 13,068,597 | 11,101,198 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock [Member] | Additional Paid-In Capital | Other Comprehensive Income | Accumulated deficit | Noncontrolling Interest [Member] | Total |
Begnning Balance, Shares at Mar. 31, 2015 | 9,992,828 | ||||||
Begnning Balance, Amount at Mar. 31, 2015 | $ 99,928 | $ 35,072 | $ 837,856 | $ 972,856 | |||
Issuance of capital for services - shares | 566,487 | ||||||
Issuance of capital for services - amount | $ 5,665 | 49,460 | 55,125 | ||||
Issuance of capital for board services - shares | 203,935 | ||||||
Issuance of capital for board services -amount | $ 2,039 | 2,039 | |||||
Recapitalization - shares | 875,816 | ||||||
Recapitalization - amount | $ 8,758 | (31,401) | (22,643) | ||||
Issuance of shares for acquisition - shares | 235,295 | ||||||
Issuance of shares for acquisition - amount | $ 2,353 | 997,651 | 1,000,004 | ||||
Stock, Option, RSU and Warrant Expense | 141,910 | 141,910 | |||||
Net loss | (1,890,758) | (1,890,758) | |||||
Ending Balance, Shares at Dec. 31, 2015 | 11,874,361 | ||||||
Ending Balance, Amount at Dec. 31, 2015 | $ 118,743 | 1,192,692 | (1,052,902) | 258,533 | |||
Common stock issued - Shares | 500,000 | ||||||
Common stock issued- amount | $ 5,000 | 2,995,000 | 3,000,000 | ||||
Conversion of notes into preferred shares - shares | 363,611 | ||||||
Conversion of notes into preferred shares - amount | $ 3,636 | 5,121,364 | 5,125,000 | ||||
Conversion of warrants into common shares - shares | 1,111,111 | ||||||
Conversion of warrants into common shares - amiunt | $ 11,111 | 1,988,889 | 2,000,000 | ||||
Issuance of shares for acquisition - shares | 400,500 | ||||||
Issuance of shares for acquisition - amount | $ 4,006 | 2,603,247 | 2,607,253 | ||||
Stock, Option, RSU and Warrant Expense | 1,457,647 | 1,457,647 | |||||
Non-Controlling Interests Net Income | $ 3,382 | (3,382) | |||||
Accumulated other comprehensive income (loss) | $ (7,426) | (7,426) | |||||
Net loss | (2,780,686) | (2,780,686) | |||||
Ending Balance, Shares at Dec. 31, 2016 | 13,885,972 | 363,611 | |||||
Ending Balance, Amount at Dec. 31, 2016 | $ 138,860 | $ 3,636 | $ 15,358,839 | $ (7,426) | $ (3,833,588) | $ 3,382 | 11,663,703 |
Non-Controlling Interests Net Income | 6,898 | ||||||
Net loss | (1,216,618) | ||||||
Ending Balance, Amount at Mar. 31, 2017 | $ 14,770,010 |
AUDITED CONDENSED CONSOLIDATED6
AUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||||
Net income/(loss) | $ (1,216,618) | $ (1,160,271) | $ (2,780,686) | $ (814,075) |
Adjustment to reconcile income/(loss) to net cash used in operating activities | ||||
Depreciation and amortization | 689,100 | 111,628 | 1,361,169 | 166,284 |
Provision for Preference dividend | 499,965 | 0 | 0 | 0 |
Provision for doubtful debts/ (written back), net | 0 | 0 | 0 | 410,712 |
Accrued interest on convertible notes | 125,000 | 0 | ||
Change due to estimate correction | 410,817 | 0 | ||
Stock, option, restricted stock unit and warrant expense | 566,427 | 101,677 | 1,457,647 | 141,910 |
Deferred income taxes, net | (3,488,960) | 0 | ||
Foreign exchange translation adjustment | 5,335 | (62,890) | (7,426) | 0 |
Changes in assets and liabilities: | ||||
Accounts receivable | (1,530,536) | (57,216) | (3,187,828) | (643,873) |
Other current assets | (324,267) | 24,983 | (198,428) | (169,549) |
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | 472,661 | 1,195,226 | 3,604,706 | (89,586) |
Net cash used in operating activities | (837,933) | 153,137 | (2,703,989) | (998,177) |
Cash flows from investing activities: | ||||
Purchase of fixed assets | (10,493) | (131,580) | (29,062) | (70,782) |
Acquisition consideration | (311,470) | (1,718,777) | (6,563,000) | (4,670,000) |
Investments | 0 | 82,908 | 0 | 0 |
Net cash used in investing activities | (321,963) | (1,767,449) | (6,592,062) | (4,740,782) |
Cash flows from financing activities: | ||||
Proceeds from loan funds | 1,599,507 | 241,451 | 3,794,522 | 6,235,935 |
Non-Controlling Interests net income | (6,898) | 0 | 3,382 | 0 |
Additional stock issued | 5,000,000 | 0 | ||
Net cash provided by financing activities | 1,592,609 | 241,451 | 8,797,904 | 6,235,935 |
Net increase (decrease) in cash and cash equivalents | 432,713 | (1,372,861) | (498,147) | 496,976 |
Cash and cash equivalents as at beginning of the year | 1,379,887 | 1,878,034 | 1,878,034 | 1,381,058 |
Cash at the end of the year | $ 1,812,600 | $ 505,173 | 1,379,887 | 1,878,034 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid during the period for Interest | 362,792 | 238,471 | ||
Cash paid during the period for Income taxes | $ 0 | $ 0 |
1 ORGANIZATION
1 ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION | AMERI Holdings, Inc. is a fast-growing technology services company which provides SAP cloud, digital and enterprise services to clients worldwide. Headquartered in Princeton, New Jersey Ameri100 has offices in New York, Atlanta, Dallas, Phoenix, Kansas City, Folsom, and Toronto. The Company additionally has global delivery centers in India. With its bespoke engagement model, Ameri100 delivers transformational value to its clients across industry verticals. | AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a fast-growing company that, through the operations of its twelve subsidiaries, provides SAP cloud, digital and enterprise services to clients worldwide. Headquartered in Princeton, New Jersey, 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. |
2 BASIS OF PRESENTATION
2 BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION | The accompanying unaudited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. 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. These financial statements should be read in conjunction with the unaudited financial statements and notes thereto. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company's year-end is December 31. Ameri and Partners Inc, the Company's wholly-owned operating subsidiary that was the accounting acquirer in connection with the Company's May 2015 reverse merger, changed its fiscal year end from March 31 to December 31 pursuant to the merger, so that all of the Company's subsidiaries' year-ends are consistent with the year-end of the Company. During first quarter of 2016, the Company erroneously classified approximately $1.9 million of expenses as general and administrative expenses which should have been classified as cost of revenue. The Company has corrected this error in the current filing. The reclassification did not change the Company’s net income or loss for the period reported. | 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. All intercompany transactions have been eliminated in the accompanying audited condensed consolidated financial statements. 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’s year-end is December 31. Ameri and Partners Inc, the Company's wholly-owned operating subsidiary that was the accounting acquirer in connection with the Company's May 2015 reverse merger, changed its fiscal year end from March 31 to December 31 pursuant to the merger, so that all of the Company's subsidiaries' year-ends are consistent with the year-end of the Company. The Company has reclassified cash paid for its Bellsoft acquisition in 2015 from operating activities to investing activities. |
3 BUSINESS COMBINATIONS
3 BUSINESS COMBINATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATIONS | Acquisition of Bellsoft, Inc. On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia with over 175 consultants specialized in the areas of SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). Ameri Georgia has operations in the United States, Canada and India. For financial accounting purposes, we recognized September 1, 2015 as the effective date of the acquisition. The total consideration for the acquisition of Ameri Georgia was $9,910,817, consisting of: (a) A cash payment in the amount of $3,000,000, which was paid at closing; (b) 235,295 shares of our common stock issued at closing, valued at approximately $1,000,000 based on the closing price of our common stock on the closing date of the acquisition; (c) $250,000 quarterly cash payments paid on the last day of each calendar quarter of 2016; (d) $1,000,000 cash reimbursement paid to compensate Ameri Georgia for a portion of its approximate cash balance as of September 1, 2015; (e) $2,910,817 was paid in connection with the excess of Ameri Georgia’s accounts receivable over its accounts payable as of September 1, 2015; and (f) Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and earnings before interest taxes, depreciation and amortization (“EBITDA”) targets specified in the purchase agreement, subject to downward or upward adjustment depending on actual results. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. The earn-out for 2016 was 30% higher than the previously agreed targets, resulting in a higher than anticipated earn-out payment, and the excess of the 2016 earn-out payment over what was planned was made as an adjustment to our income statement. The valuation of Ameri Georgia was made on the basis of its projected revenues. The accounting acquisition date for Ameri Georgia was determined on the basis of the date when the Company acquired control of Ameri Georgia, in accordance with FASB codification ASU 805-10-25-6 for business combinations. That ASU provides that the date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes the closing date if a written agreement provides that the acquirer obtains control of the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date. The term sheet and the Share Purchase Agreement that were entered into by the Company and Ameri Georgia contained agreements by the parties that the Company acquired control of Ameri Georgia’s accounts payable, accounts receivable and business decisions as of September 1, 2015. In addition, on that date, the Company became responsible for performance of Ameri Georgia’s existing contracts. Accordingly, the Company has recognized September 1, 2015 as the accounting acquisition date. The total purchase price of $9,910,817 was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $2,330,000. 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 complete range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of: (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 51,000 shares of our common stock (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years; and (c) $255,000, which may become payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieves certain pre-determined revenue and EBITDA targets in 2017 and 2018. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company. The valuation of Bigtech was made on the basis of its projected revenues. The total purchase price of $850,000 was allocated to intangibles of $595,000, taking into consideration projected revenue from the acquired list of Bigtech customers over a period of three years, and the balance was allocated to goodwill. The Bigtech acquisition did not constitute a significant acquisition for the Company For this acquisition, the net cash outflow in 2016 was $340,000. Acquisition of Virtuoso On July 22, 2016, we, through wholly-owned acquisition subsidiaries, acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company, pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”). Virtuoso is a SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for the Company. The total purchase price paid to the Sole Member for the acquisition of Virtuoso was $1,831,881, consisting of: (a) A cash payment in the amount of $675,000 was due within 90 days of closing; (b) 101,250 shares of our common stock at closing, valued at approximately $700,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition; and (c) Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017, 2018 and 2019. Out of the total contingent consideration of approximately $1,000,000, the Company only considered 50% of the earn-out in the purchase price, mainly due to the reorganization of Virtuoso. The Virtuoso earn-out payments for 2016 amounted to $64,736 in cash and 12,408 shares of common stock as compared to the potential earn-out of $231,968 under the purchase agreement. The total purchase price of $1,831,881 was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $563,000. Acquisition of DC&M On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“DCM”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, DCM, all of the members of DCM, Giri Devanur and Srinidhi “Dev” Devanur, our President and Chief Executive Officer and Executive Vice Chairman, respectively. DCM is a SAP consulting company headquartered in Chandler, Arizona. DCM 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. DCM is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called “IRIS”. DCM services clients in diverse industries, including retail, apparel/footwear, third-party logistics providers, chemicals, consumer goods, energy, high-tech electronics, media/entertainment and aerospace. The aggregate purchase price for the acquisition of DCM was $15,816,000, consisting of: (a) A cash payment in the amount of $3,000,000 at closing; (b) 1,600,000 shares of our common stock (valued at approximately $10.4 million based on the $6.51 closing price of our common stock on the closing date of the acquisition), which are to be issued on July 29, 2018 or upon a change of control of our company (whichever occurs earlier); and (c) Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018. We estimate the earn-out payments will be earned at 100% of the targets set forth in the purchase agreement. The total purchase price of $15,816,000 was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of DCM customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $3,000,000. Acquisition of ATCG On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“ATCG”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ATCG, all of the stockholders of ATCG (the “Stockholders”), and the Stockholders’ representative. ATCG provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. ATCG specializes in providing SAP Hybris, SAP Success Factors and business intelligence services. The aggregate purchase price for the acquisition of ATCG of $8,784,533, consisting of: (a) 576,923 shares of our common stock, valued at approximately $3.8 million based on the closing price of our common stock on the closing date of the acquisition; (b) Unsecured promissory notes issued to ATCG’s selling Stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum with a payment schedule of 50% on December 31, 2017 and 50% on June 30, 2018); (c) Earn-out payments in shares of our common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and EBITDA targets as specified in the purchase agreement. We estimate those targets will be fully achieved; and (d) An additional cash payment of $55,687 for cash that was left in ATCG at closing. The total purchase price of $8,784,533 was allocated to intangibles of $3.75 million, taking into consideration projected revenue from the acquired list of ATCG customers over a period of three years, and the balance has been allocated to goodwill. The Company has $20,164,724, in total towards consideration payable including contingent consideration payable for its acquisitions, consisting of $7,574,238 in cash obligations and $12,590,486 worth of common stock to be issued (assuming a per share price of $6.51). Out of $20,164,724, $5,743,724 is towards contingent consideration payable on earn outs. | Acquisition of Bellsoft, Inc. On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia with over 175 consultants specialized in the areas of SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). Ameri Georgia has operations in the United States, Canada and India. For financial accounting purposes, we recognized September 1, 2015 as the effective date of the acquisition. The total consideration for the acquisition of Ameri Georgia was $9,910,817, consisting of: (a) A cash payment in the amount of $3,000,000, which was paid at closing; (b) 235,295 shares of our common stock issued at closing, valued at approximately $1,000,000 based on the closing price of our common stock on the closing date of the acquisition; (c) $250,000 quarterly cash payments paid on the last day of each calendar quarter of 2016; (d) $1,000,000 cash reimbursement paid to compensate Ameri Georgia for a portion of its approximate cash balance as of September 1, 2015; (e) $2,910,817 was paid in connection with the excess of Ameri Georgia’s accounts receivable over its accounts payable as of September 1, 2015; and (f) Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and earnings before interest taxes, depreciation and amortization (“EBITDA”) targets specified in the purchase agreement, subject to downward or upward adjustment depending on actual results. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. The earn-out for 2016 was 30% higher than the previously agreed targets, resulting in a higher than anticipated earn-out payment, and the excess of the 2016 earn-out payment over what was planned was made as an adjustment to our income statement. The valuation of Ameri Georgia was made on the basis of its projected revenues. The accounting acquisition date for Ameri Georgia was determined on the basis of the date when the Company acquired control of Ameri Georgia, in accordance with FASB codification ASU 805-10-25-6 for business combinations. That ASU provides that the date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes the closing date if a written agreement provides that the acquirer obtains control of the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date. The term sheet and the Share Purchase Agreement that were entered into by the Company and Ameri Georgia contained agreements by the parties that the Company acquired control of Ameri Georgia's accounts payable, accounts receivable and business decisions as of September 1, 2015. In addition, on that date, the Company became responsible for performance of Ameri Georgia's existing contracts. Accordingly, the Company has recognized September 1, 2015 as the accounting acquisition date. The total purchase price of $9,910,817 was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $2,330,000. 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 complete range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of: (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 51,000 shares of our common stock (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years; and (c) $255,000, which may become payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieves certain pre-determined revenue and EBITDA targets in 2017 and 2018. We estimate the earn-out payments to be earned at 100% of the targets set forth in the purchase agreement. Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company. The valuation of Bigtech was made on the basis of its projected revenues. The total purchase price of $850,000 was allocated to intangibles of $595,000, taking into consideration projected revenue from the acquired list of Bigtech customers over a period of three years, and the balance was allocated to goodwill. The Bigtech acquisition did not constitute a significant acquisition for the Company. For this acquisition, the net cash outflow in 2016 was $340,000. Acquisition of Virtuoso On July 22, 2016, we, through wholly-owned acquisition subsidiaries, acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company, pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”). Virtuoso is a SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for the Company. The total purchase price paid to the Sole Member for the acquisition of Virtuoso was $1,831,881, consisting of: (a) A cash payment in the amount of $675,000 was due within 90 days of closing; (b) 101,250 shares of our common stock at closing, valued at approximately $700,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition; and (c) Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017, 2018 and 2019. Out of the total contingent considerations of approximately $1,000,000, the Company only considered 50% of the earn-out in the purchase price, mainly due to the reorganization of Virtuoso. The Virtuoso earn-out payments for 2016 amounted to $64,736 in cash and 12,408 shares of common stock as compared to the potential earn-out of $231, 968 under the purchase agreement. The valuation of Virtuoso was made on the basis of its projected revenues. The Virtuoso earn-out payment for 2016 amounted to $64,736 in cash and 12,408 shares of common stock. The total purchase price of $1,831,881 was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $563,000. Acquisition of DC&M On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“DCM”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, DCM, all of the members of DCM, Giri Devanur and Srinidhi “Dev” Devanur, our President and Chief Executive Officer and Executive Vice Chairman, respectively. DCM is a SAP consulting company headquartered in Chandler, Arizona. DCM 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. DCM is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called “IRIS”. DCM services clients in diverse industries, including retail, apparel/footwear, third-party logistics providers, chemicals, consumer goods, energy, high-tech electronics, media/entertainment and aerospace. The aggregate purchase price for the acquisition of DCM was $15,816,000, consisting of: (a) A cash payment in the amount of $3,000,000 at closing; (b) 1,600,000 shares of our common stock (valued at approximately $10.4 million based on the $6.51 closing price of our common stock on the closing date of the acquisition), which are to be issued on July 29, 2018 or upon a change of control of our company (whichever occurs earlier); and (c) Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018. We estimate the earn-out payments will be earned at 100% of the targets set forth in the purchase agreement. The total purchase price of $15,816,000 was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of DCM customers over a period of three years, and the balance was allocated to goodwill. For this acquisition, the net cash outflow in 2016 was $3,000,000. Acquisition of Linear Logics, Corp. In April 2015, the Company purchased all of the assets and liabilities of Linear Logics, Corp. for approximately $1 million, which was to be paid in cash and Company stock. In 2016, the Company paid $330,000 in cash toward the payment of the 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 DCM Intangible Assets 1.8 0.6 0.9 5.4 Goodwill 3.5 0.3 0.9 10.4 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 The table below sets forth revenue and earnings information for each of our recent acquisitions. Revenue and Earnings of Acquisitions since the date of acquisition (in millions of U.S. dollars) Ameri Georgia Bigtech Virtuoso DCM Year of acquisition 2015 2016 2016 2016 Revenue 8.6 0.5 1.1 7.7 Earnings 1.0 0.0 0.2 0.3 The tables below set forth supplemental pro forma revenue and earnings information with respect to our 2016 acquisitions as if the applicable acquisition was made as of the first day of the period presented. The Company’s 2016 acquisition of Bigtech is ommitted from the pro form information below, as Bigtech did not constitute a material acquisition for the Company and its impact on the revenue and earnings of the Company are not material. Supplemental Pro Forma Information of Acquired Entities of Ameri Holdings, Inc. for the Year Ended December 31, 2016 (in millions of U.S. dollars) Ameri Holdings, Inc. Virtuoso DCM Total Revenue 36.1 1.5 12.4 50.0 Earnings (2.8 ) 0.1 1.0 (1.7 ) Supplemental Pro Forma Information of Acquired Entities of Ameri Holdings, Inc. for the Year Ended December 31, 2015 (in millions of U.S. dollars) Ameri Holdings, Inc. Virtuoso DCM Total Revenue 20.3 3.2 17.9 41.4 Earnings (0.8 ) 0.4 1.1 0.7 |
4 REVENUE RECOGNITION
4 REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
REVENUE RECOGNITION | The Company recognizes revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended March 31, 2017. | The Company recognizes revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date. When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended December 31, 2016. |
5 SHARE-BASED COMPENSATION
5 SHARE-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
SHARE-BASED COMPENSATION | On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the "Plan") The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants. The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. During the three months ended March 31, 2017, we granted 60,000 options to employees. As of March 31, 2017, aggregate grants under the Plan total to 1,614,898 shares of our common stock, of which 1,024,029 were granted as options, 590,869 were granted as restricted stock units. Share based compensation expense for the period ended March 31, 2017 was $502,254. | 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") and a grant of discretionary authority to the executive officers to implement and administer the Plan. The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants (all of which can be incentive stock options). 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. During the twelve months ended December 31, 2016, we granted 982,700 options to employees. As of December 31, 2016, aggregate grants under the Plan total 1,563,569 shares of our common stock. |
6 INCOME TAXES
6 INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
INCOME TAXES | The provision for income taxes consists of the following components for the years ended December 31: 2016 2015 Current: Federal and state $ (355,243 ) $ 60,040 Foreign 96,357 - Total current provision (258,886 ) 60,040 Deferred: Federal and state (3,488,960 ) (979,006 ) Foreign - - Valuation allowance - 790,506 Total deferred benefit (3,488,960 ) (188,500 ) Total provision for income taxes $ (3,747,846 ) $ (128,460 ) The Company recorded a tax provision (benefit) of $(3,747,846) and $(128,460) for the periods ended December 31, 2016 and December 31, 2015, respectively. The reported tax provision (benefit) for the twelve-month periods ended December 31, 2016 and December 31, 2015 are based upon an estimated annual effective tax rate of 34% for all such periods. The effective tax rates reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill. We assess the reliability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved and our conclusion could be materially different should certain of our expectations not transpire. We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2016, 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, 2017. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
7 INTANGIBLE ASSETS
7 INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | We amortize our intangible assets that have finite lives using the straight-line method. Amortization expense was $667,296 during the three months ended March 31, 2017. This amortization expense relates to customer lists and products capitalized on our balance sheet, which expire through 2020. As of March 31, 2017, and December 31, 2016, capitalized intangible assets were as follows: March 31, 2017 December 31, 2016 Capitalized intangible assets $ 12,513,206 $ 10,074,546 Accumulated amortization 667,296 1,309,842 Total intangible assets $ 11,845,910 $ 8,764,704 Our amortization schedule is as follows: Years ending December 31, Amount 2017 $ 2,258,388 2018 2,955,873 2019 2,727,968 2020 2,652,000 2021 1,251,681 Total $ 11,845,910 The Company has its own software products, namely Simple APO, Langer Index and IBP. Total costs incurred for developing these products during the three months ended March 31, 2017 was $0 and have been capitalized and are being amortized over the useful life of the software products. The Company's intangible assets consist of the customer lists acquired from the Company's acquisition of WinHire Inc, Ameri Georgia, DCM, Virtuoso, Bigtech and ATCG. The products acquired from the acquisition of Linear Logics. Corp. and the amount spent on improving those products are also categorized as intangible assets and are being amortized over the useful life of those products. | 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 $1,309,842 and $164,750 during the twelve-month periods ended December 31, 2016 and December 31, 2015 respectively. This amortization expense relates to customer lists, which expire through 2020. As of December 31, 2016, and December 31, 2015, the aggregate capitalized intangible assets of the Company were as follows: December 31, 2016 December 31, 2015 Capitalized intangible assets $ 10,074,546 $ 3,279,263 Accumulated amortization 1,309,842 164,750 Total intangible assets $ 8,764,704 $ 3,114,513 The Company’s amortization schedule is as follows: Years ending December 31, Amount 2017 $ 2,464,184 2018 2,115,592 2019 1,748,250 2020 1,621,000 2021 815,678 Total $ 8,764,704 The Company has its own software products, namely Simple APO, Langer Index and IBP. Total costs incurred for developing these products during the twelve months ended December 31, 2016 was $55,104 and have been capitalized and are being amortized over the useful life of the software products. The Company’s intangible assets consists of the customer lists acquired from the Company’s acquisition of WinHire Inc, Ameri Georgia, DCM, Virtuoso and Bigtech. The products acquired from the acquisition of Linear Logics. Corp. and the amount spent on improving those products are also categorized as intangible assets and are being amortized over the useful life of those products. |
8 GOODWILL
8 GOODWILL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL | Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in businesses combinations. Goodwill was comprised of the following amounts: March 31, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 DCM 10,416,000 10,416,000 Bigtech 292,808 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 ATCG 4,812,243 - Total $ 21,879,572 $ 17,089,076 As per Company policy, goodwill impairment tests will be conducted on an annual basis and any impairment will be reflected in the Company’s statements of operations. | Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in businesses combinations. Goodwill was comprised of the following amounts: December 31, 2016 December 31, 2015 Virtuoso $ 939,881 $ - DCM 10,416,000 - Bigtech 314,555 - Ameri Consulting Service Pvt. Ltd. 1,948,118 - Ameri Georgia 3,470,522 3,470,522 Total $ 17,089,076 $ 3,470,522 |
8A EARNINGS (LOSS) PER SHARE
8A EARNINGS (LOSS) PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
EARNINGS (LOSS) PER SHARE | Three Months Ended March 31, 2017 2016 Net income (loss) attributable to the Company $ (1,225,469 ) $ (1,097,381 ) Weighted average common shares outstanding 14,094,536 11,874,361 Basic net income (loss) per share of common stock $ (0.09 ) $ (0.09 ) Diluted net income (loss) per share of common stock $ (0.09 ) $ (0.09 ) Due to the Company's net loss, potential dilutive shares were not included in the calculation of diluted earnings per share for the periods ended March 31, 2017 and March 31 2016, as they would have an antidilutive effect. | A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows: Twelve Months Ended December 31, 2016 2015 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Basic net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 13,068,597 11,101,198 Diluted net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Share-based awards, inclusive of all grants made under the Company’s equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. During the twelve months ended December 31, 2016, we granted our directors and employees options to purchase 782,700 shares of our common stock and restricted stock units for 507,680 shares of our common stock. As of December 31, 2016, we had outstanding options to purchase 972,700 shares of the Company's common stock and restricted stock units for 590,869 shares of the Company’s common stock, resulting in share-based awards for a total of 1,563,569 shares of our common stock outstanding under the Plan leaving 436,431 share-based units available under the Plan. Due to the Company’s net loss, potential dilutive shares were not included in the calculation of diluted EPS on December 31, 2016, as it will have an antidilutive effect. |
9 ACCRUED EXPENSES AND OTHER LI
9 ACCRUED EXPENSES AND OTHER LIABILITIES: | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | Accrued expense and other liabilities as of December 31, 2016 and December 31, 2015 consisted of the following: December 31, 2016 December 31, 2015 Legal fee payable $ 386,497 $ 338,946 Advances from customers - 44,841 Tax payable 388,044 320,247 Audit fee payable 47,900 21,500 Other liabilities 145,524 310,784 Travelling & conveyance payable 16,358 1,010 Salaries & wages payable 8,044 - Bonus payable 62,060 - Consultancy fee payable 25,000 50,000 401(k) payable - 3,486 Total $ 1,079,427 $ 1,093,814 |
9A OTHER ITEMS
9A OTHER ITEMS | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ITEMS | On January 27, 2017, the Company issued 33,333 shares of its common stock to its legal counsel, Olshan Frome Wolosky LLP ("Olshan"), in exchange for the cancellation of a portion of accrued and unpaid legal fees owed by the Company to Olshan. The Company has yet to make the dividend payment on its Series A Preferred Stock that was payable on March 31, 2017. The Company will pay the sole holder of the Series A Preferred Stock the accrued dividend in-kind pursuant to the terms of the Certificate of Designation contemporaneously with the filing of the Quarterly Report of Form 10-Q for the quarter ended March 31, 2017. |
10 FAIR VALUE MEASUREMENT
10 FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
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. As of both December 31, 2016 and December 31, 2015 we had no financial assets and liabilities required to be measured on a recurring basis. No financial instruments were transferred into or out of Level 3 classification during the twelve-month period ended December 31, 2016 and 2015. |
10A BANK DEBT
10A BANK DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Bank Debt | ||
BANK DEBT | On July 1, 2016, the Company entered into that certain Loan and Security Agreement (the "Loan Agreement"), with its wholly-owned subsidiaries Ameri and Partners Inc and Bellsoft, Inc., as borrowers (the "Borrowers"), the Company and its wholly-owned subsidiaries Linear Logics, Corp. and WinHire Inc serving as guarantors, the Company's Chief Executive Officer, Giri Devanur, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, "Sterling"). The Company joined DCM, Virtuoso and ATCG 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 Bellsoft, Inc. (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. To date, the Company is not in conformance with the financial covenants contained in its Loan Agreement with Sterling National Bank. The Company received a waiver from Sterling National Bank for its non-compliance with the Loan Agreement through March 31, 2017 in exchange for the payment of a fee of $5,000. The Company is currently negotiating a waiver with Sterling National Bank to waive the Company's compliance with the Loan Agreement during the second quarter of 2017 in exchange for the payment of an additional fee that is to be determined. The Company does not expect to be in compliance with the terms of the Loan Agreement following the conclusion of the terms of the waivers granted by Sterling National Bank. The Company is continuing to work with Sterling National Bank to address its non-compliance. If the Company is unable to obtain future waivers from Sterling National Bank, the bank could declare its loans to the Company to be in default and elect to claim all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If the Company is unable to repay the outstanding amounts, Sterling National Bank could proceed against the collateral granted to it to secure the Company’s indebtedness to it. The Company pledged substantially all of its assets as collateral under the Loan Agreement. The Loan Agreement is also supported by a limited guaranty from Giri Devanur, the Company’s President and Chief Executive Officer. If Sterling National Bank accelerates the repayment of the Company’s loans, there is no assurance that the Company will have sufficient assets to repay the loans. A default under the Loan Agreement may also result in an event of default under the 2017 Notes. The Company is currently looking for additional sources of financing, however there is no guarantee that it will have additional financing available to it. Interest paid during the period ended March 31, 2017 amounted to $79,933 Principal repaid on the term loan during the period ended March 31, 2017 was $100,000. The short term and long term loan outstanding balances on the term loan as of March 31, 2017 is $399,996 and $1,023,474 respectively. The revolving line of credit outstanding balance as of March 31, 2017 was $2,440,971. Bigtech, which was acquired as of July 1, 2016, had a term loan of $17,637 and a line of credit for $373,040 as of March 31, 2017. The Bigtech line of credit is with an Indian bank, HDFC Bank Limited and was entered into on June 3, 2015 for Bigtech’s working capital requirements. The line of credit is for up to $416,667 with an interest rate of 11.85% per annum and maturity in June 2020. The Bigtech term loan accrues interest at the rate of 10.30% per annum and matures in 2020. Both the term loan and the line of credit were already in place when the Company acquired Bigtech. Interest paid during the period ended March 31,2017 amounted to $10,873 for the term loan and line of credit held by Bigtech. | On July 1, 2016, the Company entered into that certain Loan and Security Agreement (the "Loan Agreement"), with its wholly-owned subsidiaries Ameri and Partners Inc and Bellsoft, Inc., as borrowers (the "Borrowers"), the Company and its wholly-owned subsidiaries Linear Logics, Corp. and WinHire Inc serving as guarantors, the Company's Chief Executive Officer, Giri Devanur, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, "Sterling"). The Company joined DCM, Virtuoso and ATCG 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 Bellsoft, Inc. (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 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. The Company's outstanding balance with Sterling National Bank for the Term Loan and Revolving Loans was $1,923,466 and $2,743,177, respectively, as of December 31, 2016. The Company did not fulfill certain of the financial covenants contained in its Loan Agreement with Sterling National Bank as of December 31, 2016. Sterling National Bank waived the Company’s non-compliance with the Loan Agreement through December 31, 2016 without penalty or the payment of any fee by the Company. Bigtech, which was acquired as of July 1, 2016, had a term loan of $18,101 and a line of credit for $345,713 as of December 31, 2016. The Bigtech line of credit is with the Indian bank HDFC Bank Limited and was entered into on June 3, 2015 for Bigtech’s working capital requirements. The line of credit is for up to $416,667 with an interest rate of 11.85% per annum and maturity in June 2030. The Bigtech term loan accrues interest at the rate of 10.30% per annum and matures in 2020. Both the term loan and the line of credit were already in place when the Company acquired Bigtech. Short-term Debt: The following summarizes our short-term debt balances as of December 31: 2016 2015 Notes outstanding under revolving credit facility $ 3,088,890 $ 1,235,935 Term loan - current maturities 405,376 - Total short-term debt $ 3,494,266 $ 1,235,935 Long-term Debt: The following summarizes our long-term debt balances as of December 31: 2016 2015 Term loan, due 2019 $ 1,941,567 $ - Less: Current maturities 405,376 - Long-term debt, net of current maturities $ 1,536,191 $ - The following represents the schedule of maturities of our long-term debt: Year Amounts 2017 $ 405,376 2018 405,376 2019 1,130,815 Total $ 1,941,567 |
11A CONVERTIBLE NOTES
11A CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Notes | |
CONVERTIBLE NOTES | On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1,250,000 from four accredited investors, including one of the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. The 2017 Notes are convertible into shares of our common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company’s common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock. |
12 EMPLOYEE BENEFIT PLAN
12 EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
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). |
12A COMMITMENTS AND CONTINGENCI
12A COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | Operating Leases The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2016 and 2020. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $62,878 and $26,222 for the three months ended March 31, 2017 and 2016, respectively. The increase during the comparative periods is due to the addition of office space through the acquisition of DCM, Virtuoso, Bigtech and ATCG. | Operating Leases The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2016 and 2020. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $220,280 and $47,475 for the twelve months ended December 31, 2016 and December 31, 2015, respectively. The increase during these periods is due to new office space that was leased by the Company in Princeton, New Jersey on July 1, 2015 and the addition of office space through the acquisition of DCM, Virtuoso and Bigtech. The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2017. The future minimum rental payments under these lease agreements are as follows: Year ending December 31, Amount 2017 $ 251,512 2018 112,901 2019 79,478 2020 18,754 Total $ 462,645 |
13 OPTIONS
13 OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
OPTIONS | As of December 31, 2016 and December 31, 2015, the Company had issued and outstanding options to purchase 972,700 and 150,000 shares of our common stock, respectively. On May 26, 2015, the Company issued an option to purchase 100,000 shares of common stock to non-employee directors of the Company. Prior to this issuance, the Company had not granted any option. This tranche of options vested on the anniversary of the grant date at an exercise price of $2.00 per share and expires on May 26, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 2.75 years, expected volatility of 50%, a date of issue risk free interest rate of 1.53% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $36,304 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $14,520 and $21,784, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On November 16, 2015, the Company issued an option to purchase 50,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $4.01 per share and was to expire on November 16, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.66% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $73,265 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $7,123 and $929. As of December 31, 2016, these options had been cancelled. On January 22, 2016, the Company issued an option to purchase 5,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 22, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.49% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $10,944 and the option expense for December 31, 2016 and 2015 was determined to be $854 and $0, respectively. As of December 31, 2016, these options had been cancelled. On January 28, 2016, the Company issued an option to purchase 100,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 28, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.40% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $218,314 and the option expense for December 31, 2016 and 2015 was determined to be $61,776 and $0, respectively. As of December 31, 2016, these options had been cancelled. On May 10, 2016, the Company issued an option to purchase 500,000 shares of common stock to a non-employee director of the Company. This tranche of options was to vests (a) as to 166,667 shares on May 10, 2017, (b) as to a further 166,667 shares on May 10, 2018, and (c) as to the remaining 166,666 shares on May 10, 2019, at an exercise price of $6.00 per share and expires on May 10, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $1,737,445 and the option expense for December 31, 2016 and 2015 was determined to be $370,496 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On June 28, 2016, the Company issued an option to purchase 25,000 shares of common stock to a non-employee director of the Company. This tranche of options vests on the anniversary of the grant date at an exercise price of $6.51 and expires on June 28, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $55,251 and the option expense for December 31, 2016 and 2015 was determined to be $9,359 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. On September 8, 2016, the Company issued options to employees of the Company to purchase 215,200 shares of common stock. These option grants vest over four years at an exercise price of $6.51 per share and expire on September 8, 2020. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of four years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $546,318 and the option expense for December 31, 2016 and 2015 was determined to be $49,239 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options. Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 982,700 $ 6.79 Exercised - - Cancelled / Expired (160,000 ) 5.41 Outstanding at December 31, 2016 972,700 $ 6.38 As of December 31, 2016 and December 31, 2015 the outstanding options had a weighted average remaining term and intrinsic value of 4.33 and 0 years and $500,000 and $0, respectively. Outstanding and Exercisable Options Average Exercise Price Number of Shares Remaining Average Contractual Life (in years) Exercise Price times number of Shares Weighted Average Exercise Price Intrinsic Value $ 2.00 100,000 3.40 $ 200,000 $ 2.00 $ 451,000 |
14 WARRANTS
14 WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
WARRANTS | Below is a table summarizing the Company's outstanding warrants for the year ended December 31, 2016: Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Term Intrinsic Value Outstanding at December 31, 2015 2,777,777 1.80 4.41 $ 13,333,330 Granted 1,000,000 6.00 - - Exercised 1,111,111 1.80 - - Outstanding at December 31, 2016 2,666,666 1.80 3.90 $ 15,444,440 For the year ended December 31, 2016 and December 31, 2015, the Company incurred no warrants based expense. |
15 RESTRICTED STOCK UNITS
15 RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RESTRICTED STOCK UNITS | On August 4, 2015, the Company issued restricted stock units for 83,189 shares of common stock to non-employee directors of the Company. Prior to this issuance there no restricted stock unit grants had been made by the Company. This tranche of restricted stock units was valued at $3.51 per share, the market value per share on the date of the grant, and vested on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date was $291,994 and the restricted stock unit expense for December 31, 2016 and December 31, 2015 was determined to be $172,797 and $119,197, respectively. As of December 31, 2016, 83,189 restricted stock units had vested. On May 10, 2016, the Company issued restricted stock units for 500,000 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $7.00 per share, the market value per share on the date of the grant, and vests (a) as to 166,667 shares, on May 10, 2017, (b) as to a further 166,667 shares, on May 10, 2018, and (c) as to the remaining 166,666 shares, on May 10, 2019, subject to the grantee continuing to be a director of the Company through such date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $3,500,000 and the restricted stock unit expense for December 31, 2016 was determined to be $746,348. As of December 31, 2016, none of the foregoing restricted stock units had vested. On June 28, 2016, the Company issued restricted stock units for 7,680 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $6.51 per share, the market value per share on the date of the grant, and vests on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $49,997 and the restricted stock unit expense for December 31, 2016 was determined to be $25,135. As of December 31, 2016, none of the foregoing restricted stock units had vested. |
18 SUBSEQUENT EVENTS
18 SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On January 27, 2017, the Company issued 33,333 shares of its common stock its legal counsel, Olshan Frome Wolosky LLP ("Olshan"), in exchange for the cancellation of a portion of accrued and unpaid legal fees owed by the Company to Olshan. The Company partnered with NEC Corporation of America (NEC), in February 2017, to offer SAP HANA Migration services. Through this partnership, the Company will offer solutions to its clients aspiring to make the transition from SAP ECC (on-premise) applications to SAP HANA applications. NEC is a leading technology integrator providing integrated communications, analytics, security, biometrics and technology solutions. On March 7, 2017, the Company completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the "2017 Notes") for proceeds to us of an aggregate of $1,250,000, to four accredited investors, including one of the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements with each investor, pursuant to which each investor purchased its 2017 Note from the Company. 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 the Company at any time without penalty. The 2017 Notes are convertible into shares of Ameri common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company’s common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to the Company’s secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock. On March 10, 2017, the Company acquired 100% of the shares of ATCG Technology Solutions, Inc. (“ATCG”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ATCG, all of the stockholders of ATCG (the “Stockholders”) and the Stockholders’ representative. ATCG provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. The aggregate purchase price for the acquisition of ATCG consisted 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 ATCG’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 Ameri common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and EBITDA targets as specified in the purchase agreement. The Company estimates those targets will be fully achieved; and (d) An additional cash payment of $55,687 for cash that was left in ATCG at closing. The total purchase price of $8,784,533 was allocated to intangibles of $3.75 million, taking into consideration projected revenue from the acquired list of ATCG customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. On March 13, 2017, the Company announced a merger proposal for Ciber, Inc. (“Ciber”). The proposal was rejected by Ciber and the Company did not further pursue a transaction with Ciber. |
3 BUSINESS COMBINATIONS (Tables
3 BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations Tables | |
Purchase price allocation | Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso DCM Intangible Assets 1.8 0.6 0.9 5.4 Goodwill 3.5 0.3 0.9 10.4 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 |
Revenue and earnings information | Revenue and Earnings of Acquisitions since the date of acquisition (in millions of U.S. dollars) Ameri Georgia Bigtech Virtuoso DCM Year of acquisition 2015 2016 2016 2016 Revenue 8.6 0.5 1.1 7.7 Earnings 1.0 0.0 0.2 0.3 |
Pro forma information | Supplemental Pro Forma Information of Acquired Entities of Ameri Holdings, Inc. for the Year Ended December 31, 2016 (in millions of U.S. dollars) Ameri Holdings, Inc. Virtuoso DCM Total Revenue 36.1 1.5 12.4 50.0 Earnings (2.8 ) 0.1 1.0 (1.7 ) Supplemental Pro Forma Information of Acquired Entities of Ameri Holdings, Inc. for the Year Ended December 31, 2015 (in millions of U.S. dollars) Ameri Holdings, Inc. Virtuoso DCM Total Revenue 20.3 3.2 17.9 41.4 Earnings (0.8 ) 0.4 1.1 0.7 |
6 INCOME TAXES (Tables)
6 INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Provision for income taxes | 2016 2015 Current: Federal and state $ (355,243 ) $ 60,040 Foreign 96,357 - Total current provision (258,886 ) 60,040 Deferred: Federal and state (3,488,960 ) (979,006 ) Foreign - - Valuation allowance - 790,506 Total deferred benefit (3,488,960 ) (188,500 ) Total provision for income taxes $ (3,747,846 ) $ (128,460 ) |
7 INTANGIBLE ASSETS (Tables)
7 INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized intangible assets | March 31, 2017 December 31, 2016 Capitalized intangible assets $ 12,513,206 $ 10,074,546 Accumulated amortization 667,296 1,309,842 Total intangible assets $ 11,845,910 $ 8,764,704 | December 31, 2016 December 31, 2015 Capitalized intangible assets $ 10,074,546 $ 3,279,263 Accumulated amortization 1,309,842 164,750 Total intangible assets $ 8,764,704 $ 3,114,513 |
Amortization schedule | Years ending December 31, Amount 2017 $ 2,258,388 2018 2,955,873 2019 2,727,968 2020 2,652,000 2021 1,251,681 Total $ 11,845,910 | Years ending December 31, Amount 2017 $ 2,464,184 2018 2,115,592 2019 1,748,250 2020 1,621,000 2021 815,678 Total $ 8,764,704 |
8 GOODWILL (Tables)
8 GOODWILL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | March 31, 2017 December 31, 2016 Virtuoso $ 939,881 $ 939,881 DCM 10,416,000 10,416,000 Bigtech 292,808 314,555 Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118 Ameri Georgia 3,470,522 3,470,522 ATCG 4,812,243 - Total $ 21,879,572 $ 17,089,076 | December 31, 2016 December 31, 2015 Virtuoso $ 939,881 $ - DCM 10,416,000 - Bigtech 314,555 - Ameri Consulting Service Pvt. Ltd. 1,948,118 - Ameri Georgia 3,470,522 3,470,522 Total $ 17,089,076 $ 3,470,522 |
8A EARNINGS (LOSS) PER SHARE (T
8A EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
A reconciliation of net income and weighted average shares used in computing basic and diluted net income | Three Months Ended March 31, 2017 2016 Net income (loss) attributable to the Company $ (1,225,469 ) $ (1,097,381 ) Weighted average common shares outstanding 14,094,536 11,874,361 Basic net income (loss) per share of common stock $ (0.09 ) $ (0.09 ) Diluted net income (loss) per share of common stock $ (0.09 ) $ (0.09 ) | Twelve Months Ended December 31, 2016 2015 Basic net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Basic net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 ) Weighted average common shares outstanding 13,068,597 11,101,198 Dilutive effects of convertible debt, stock options and warrants - - Weighted average common shares, assuming dilutive effect of stock options 13,068,597 11,101,198 Diluted net income (loss) per share of common stock $ (0.21 ) $ (0.07 ) |
9 ACCRUED EXPENSES AND OTHER 32
9 ACCRUED EXPENSES AND OTHER LIABILITIES: (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expense and other liabilities | December 31, 2016 December 31, 2015 Legal fee payable $ 386,497 $ 338,946 Advances from customers - 44,841 Tax payable 388,044 320,247 Audit fee payable 47,900 21,500 Other liabilities 145,524 310,784 Travelling & conveyance payable 16,358 1,010 Salaries & wages payable 8,044 - Bonus payable 62,060 - Consultancy fee payable 25,000 50,000 401(k) payable - 3,486 Total $ 1,079,427 $ 1,093,814 |
13 - OPTIONS (Tables)
13 - OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Number of shares outstanding | Number of Shares Weighted Avg. Exercise Price Options outstanding at December 31, 2015 150,000 2.67 Granted 982,700 $ 6.79 Exercised - - Cancelled / Expired (160,000 ) 5.41 Outstanding at December 31, 2016 972,700 $ 6.38 |
Outstanding and exercisable options | Outstanding and Exercisable Options Average Exercise Price Number of Shares Remaining Average Contractual Life (in years) Exercise Price times number of Shares Weighted Average Exercise Price Intrinsic Value $ 2.00 100,000 3.40 $ 200,000 $ 2.00 $ 451,000 |
14 WARRANTS (Tables)
14 WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Outstanding warrants | Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Term Intrinsic Value Outstanding at December 31, 2015 2,777,777 1.80 4.41 $ 13,333,330 Granted 1,000,000 6.00 - - Exercised 1,111,111 1.80 - - Outstanding at December 31, 2016 2,666,666 1.80 3.90 $ 15,444,440 |
16 DEBT (Tables)
16 DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short-term debt balances | 2016 2015 Notes outstanding under revolving credit facility $ 3,088,890 $ 1,235,935 Term loan - current maturities 405,376 - Total short-term debt $ 3,494,266 $ 1,235,935 |
Long-term debt balances | 2016 2015 Term loan, due 2019 $ 1,941,567 $ - Less: Current maturities 405,376 - Long-term debt, net of current maturities $ 1,536,191 $ - |
Schedule of maturities of our long-term debt | Year Amounts 2017 $ 405,376 2018 405,376 2019 1,130,815 Total $ 1,941,567 |
17 COMMITMENTS AND CONTINGENCIE
17 COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Future minimum rental payments under these lease agreements | Year ending December 31, Amount 2017 $ 251,512 2018 112,901 2019 79,478 2020 18,754 Total $ 462,645 |
3 BUSINESS COMBINATIONS (Detail
3 BUSINESS COMBINATIONS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Ameri Georgia | |
Purchase price allocation | $ 9,900,000 |
Ameri Georgia | Intangible Asset | |
Purchase price allocation | 1,800,000 |
Ameri Georgia | Goodwill | |
Purchase price allocation | 3,500,000 |
Ameri Georgia | Cash | |
Purchase price allocation | 1,400,000 |
Ameri Georgia | Accounts Receivable | |
Purchase price allocation | 5,600,000 |
Ameri Georgia | Other Assets | |
Purchase price allocation | 200,000 |
Ameri Georgia | Current Assets | |
Purchase price allocation | 7,300,000 |
Ameri Georgia | Accounts Payable | |
Purchase price allocation | 1,300,000 |
Ameri Georgia | Accrued Expenses & Other Current Liabilities | |
Purchase price allocation | 1,300,000 |
Ameri Georgia | Current Liabilities | |
Purchase price allocation | 2,700,000 |
Ameri Georgia | Net Working Capital Acquired | |
Purchase price allocation | 4,600,000 |
BigTech | |
Purchase price allocation | 900,000 |
BigTech | Intangible Asset | |
Purchase price allocation | 600,000 |
BigTech | Goodwill | |
Purchase price allocation | 300,000 |
Virtuoso | |
Purchase price allocation | 1,800,000 |
Virtuoso | Intangible Asset | |
Purchase price allocation | 900,000 |
Virtuoso | Goodwill | |
Purchase price allocation | 900,000 |
DCM | |
Purchase price allocation | 15,800,000 |
DCM | Intangible Asset | |
Purchase price allocation | 5,400,000 |
DCM | Goodwill | |
Purchase price allocation | $ 10,400,000 |
3 BUSINESS COMBINATIONS (Deta38
3 BUSINESS COMBINATIONS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 12,340,927 | $ 7,012,964 | $ 36,145,589 | $ 20,261,172 | |
Earnings | $ (1,216,618) | $ (1,160,271) | $ (1,890,758) | (2,780,686) | (814,075) |
Ameri Georgia | |||||
Revenue | 8,600,000 | ||||
Earnings | $ 1,000,000 | ||||
BigTech | |||||
Revenue | 500,000 | ||||
Earnings | 0 | ||||
Virtuoso | |||||
Revenue | 1,100,000 | ||||
Earnings | 200,000 | ||||
DCM | |||||
Revenue | 7,700,000 | ||||
Earnings | $ 300,000 |
3 BUSINESS COMBINATIONS (Deta39
3 BUSINESS COMBINATIONS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 50,000,000 | $ 41,400,000 |
Earnings | (1,700,000) | 700,000 |
Ameri Holdings Inc. | ||
Revenue | 36,100,000 | 20,300,000 |
Earnings | (2,800,000) | (800,000) |
Virtuoso | ||
Revenue | 1,500,000 | 3,200,000 |
Earnings | 100,000 | 400,000 |
DCM | ||
Revenue | 12,400,000 | 17,900,000 |
Earnings | $ 1,000,000 | $ 1,100,000 |
3 BUSINESS COMBINATIONS (Deta40
3 BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Jul. 29, 2016 | Jul. 01, 2016 | Jun. 22, 2016 | Nov. 20, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Consideration payable | $ 20,164,724 | $ 1,854,397 | $ 3,649,267 | ||||
Short-term consideration payable | 1,918,781 | ||||||
Long-term consideration payable | $ 14,553,880 | ||||||
DC&M | |||||||
Cash payment | $ 3,000,000 | ||||||
Shares of AMERI's common stock issued | 1,600,000 | ||||||
Earn-out payments | $ 1,500,000 | ||||||
Capitalized intangible asset | $ 5,400,000 | ||||||
Virtuoso | |||||||
Cash payment | $ 675,000 | ||||||
Shares of AMERI's common stock issued | 101,250 | ||||||
Earn-out payments | $ 450,000 | ||||||
Capitalized intangible asset | $ 900,000 | ||||||
Bigtech Software Private Limited | |||||||
Cash payment | $ 340,000 | ||||||
Shares of AMERI's common stock issued | 51,000 | ||||||
Payable as commision if Company reaches revenue targets | $ 255,000 | ||||||
Capitalized intangible asset | $ 590,000 | ||||||
Bellsoft, Inc. | |||||||
Cash payment | $ 3,000,000 | ||||||
Shares of AMERI's common stock issued | 235,295 | ||||||
Quarterly cash payments to be paid on the last day of each calendar quarter of 2016 | $ 250,000 | ||||||
Cash reimbursement to be paid 5 days following closing | 1,000,000 | ||||||
To be paid within 30 days of closing | 2,910,817 | ||||||
Earn-out payments | $ 500,000 |
3 BUSINESS COMBINATIONS (Deta41
3 BUSINESS COMBINATIONS (Details Narrative 1) | Mar. 10, 2017USD ($)shares | Oct. 21, 2016USD ($) | Sep. 22, 2016USD ($) | Jul. 29, 2016USD ($)shares | Jul. 22, 2016USD ($)shares | Jul. 01, 2016USD ($)shares | Nov. 20, 2015USD ($)shares | Sep. 01, 2015USD ($) | Mar. 31, 2017USD ($)$ / shares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Consideration of acquisition | $ 1,000,004 | $ 2,607,253 | ||||||||||
Earn-out payments to be paid | $ 20,164,724 | |||||||||||
Acquisition payments in 2016 | $ 311,470 | $ 1,718,777 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.51 | |||||||||||
Earn-out [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | $ 5,743,724 | |||||||||||
Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | 12,590,486 | |||||||||||
Cash [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | $ 7,574,238 | |||||||||||
ATCG Technology Solutions, Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration of acquisition | $ 8,784,533 | |||||||||||
Business acquisition, cash payment at closing | $ 55,687 | |||||||||||
Common stock, shares issued at closing (in shares) | shares | 576,923 | |||||||||||
Membership interest acquired | 100.00% | |||||||||||
Unsecured promissory notes, percentage of interest rate | 6.00% | |||||||||||
Percentage of repayments of unsecured debt on December 31, 2017 | 50.00% | |||||||||||
Percentage of repayments of unsecured debt on June 30, 2018 | 50.00% | |||||||||||
Capitalized intangible asset | $ 375 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
ATCG Technology Solutions, Inc [Member] | Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | $ 1,200,000 | |||||||||||
Acquisition of Virtuoso [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration of acquisition | $ 1,831,881 | |||||||||||
Business acquisition, cash payment at closing | $ 675,000 | |||||||||||
Common stock, shares issued at closing (in shares) | shares | 101,250 | |||||||||||
Acquisition payments in 2016 | $ 64,736 | |||||||||||
Stock earn-out payments to be paid (in shares) | shares | 12,408 | |||||||||||
Capitalized intangible asset | $ 9 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
Acquisition of Virtuoso [Member] | Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | 560,807 | |||||||||||
Acquisition of Virtuoso [Member] | Cash [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | $ 450,000 | |||||||||||
Bigtech Software Private Limited [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration of acquisition | $ 850,000 | |||||||||||
Business acquisition, cash payment at closing | $ 340,000 | |||||||||||
Warrants purchase (in shares) | shares | 51,000 | |||||||||||
Warrants purchase period | 2 years | |||||||||||
Commission to be paid in cash | $ 255,000 | |||||||||||
Capitalized intangible asset | $ 595,000 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
DCM [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration of acquisition | $ 15,816,000 | |||||||||||
Business acquisition, cash payment at closing | $ 3,000,000 | |||||||||||
Common stock, shares issued at closing (in shares) | shares | 1,600,000 | |||||||||||
Membership interest acquired | 100.00% | |||||||||||
Capitalized intangible asset | $ 54 | |||||||||||
Period of capitalized intangible asset | 3 years | |||||||||||
DCM [Member] | Cash [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out payments to be paid | $ 1,500,000 | |||||||||||
Bellsoft, Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of consultants | 175 | |||||||||||
Consideration of acquisition | $ 9,910,817 | |||||||||||
Business acquisition, cash payment at closing | $ 3,000,000 | |||||||||||
Common stock, shares issued at closing (in shares) | shares | 235,295 | |||||||||||
Quarterly cash payments to be paid on the last day of each calendar quarter of 2016 | $ 250,000 | |||||||||||
Business acquisition, net working capital | $ 46 | |||||||||||
Business acquisition, cash reimbursement | $ 1,000,000 | |||||||||||
Excess of accounts receivable over its accounts payable | $ 2,910,817 | |||||||||||
Business acquisition, percentage of earn-out payments | 30.00% | |||||||||||
Earn-out payments to be paid | $ 500,000 | |||||||||||
Capitalized intangible asset | $ 18 | |||||||||||
Period of capitalized intangible asset | 3 years |
5 SHARE-BASED COMPENSATION_ (De
5 SHARE-BASED COMPENSATION: (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Options granted to employees | 60,000 | 982,700 |
Aggregate grants of common stock | 1,614,898 | 1,563,569 |
Share based compensation | $ 502,254 |
6 INCOME TAXES (Details)
6 INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||||
Federal and state | $ (355,243) | $ 60,040 | ||
Foreign | 96,357 | 0 | ||
Total current provision | (258,886) | 60,040 | ||
Deferred: | ||||
Federal and state | (3,488,960) | (979,006) | ||
Foreign | 0 | 0 | ||
Valuation allowance | 0 | 790,506 | ||
Total deferred benefit | (3,488,960) | (188,500) | ||
Total provision (benefit) for income taxes | $ 0 | $ 2,020 | $ (3,747,846) | $ (128,460) |
6 INCOME TAXES (Details Narrati
6 INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Tax provision (benefit) | $ 0 | $ 2,020 | $ (3,747,846) | $ (128,460) |
7 INTANGIBLE ASSETS (Details)
7 INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Capitalized intangible assets | $ 12,513,206 | $ 10,074,546 | $ 3,279,263 |
Accumulated amortization | 667,296 | 1,309,842 | 164,750 |
Total intangible assets | $ 11,845,910 | $ 8,764,704 | $ 3,114,513 |
7 INTANGIBLE ASSETS (Details 1)
7 INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 2,258,388 | $ 2,464,184 |
2,018 | 2,955,873 | 2,115,592 |
2,019 | 2,727,968 | 1,748,250 |
2,020 | 2,652,000 | 1,621,000 |
2,021 | 1,251,681 | 815,678 |
Total | $ 11,845,910 | $ 8,764,704 |
7 INTANGIBLE ASSETS (Details Na
7 INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 667,296 | $ 1,309,842 | $ 164,750 |
Costs incurred for developing products | $ 0 | $ 55,104 |
8 GOODWILL (Details)
8 GOODWILL (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Virtuoso | $ 939,881 | $ 939,881 | $ 0 |
DCM | 10,416,000 | 10,416,000 | 0 |
Bigtech | 292,808 | 314,555 | 0 |
Ameri Constlting Service Pvt. Ltd. | 1,948,118 | 1,948,118 | 0 |
Ameri Georgia | 3,470,522 | 3,470,522 | 3,470,522 |
ATCG | 4,812,243 | 0 | 0 |
Total | $ 21,879,572 | $ 17,089,076 | $ 3,470,522 |
8A EARNINGS (LOSS) PER SHARE (D
8A EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic net income (loss) per share: | ||||
Net income (loss) applicable to common shares | $ (1,225,469) | $ (1,097,381) | $ (2,788,112) | $ (814,075) |
Weighted average common shares outstanding | 14,094,536 | 11,874,361 | 13,068,597 | 11,101,198 |
Basic net income (loss) per share of common stock | $ (0.09) | $ (0.09) | $ (0.21) | $ (0.07) |
Diluted net income (loss) per share: | ||||
Net income (loss) applicable to common shares | $ (2,788,112) | $ (814,075) | ||
Weighted average common shares outstanding | 14,094,536 | 11,874,361 | 13,068,597 | 11,101,198 |
Dilutive effects of convertible debt, stock options and warrants | $ 0 | $ 0 | ||
Weighted average common shares, assuming dilutive effect of stock options | 13,068,597 | 11,101,198 | ||
Diluted net income (loss) per share of common stock | $ (0.09) | $ (0.09) | $ (0.21) | $ (0.07) |
8A EARNINGS (LOSS) PER SHARE 50
8A EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Outstanding options | 1,024,029 | 972,700 | 150,000 |
Options granted to employees | 60,000 | 982,700 | |
Restricted stock units granted | 0 | 590,869 | |
Share-based awards outstanding | 1,614,898 | 1,563,569 | |
Share-based units available under the Plan | 436,431 |
9 ACCRUED EXPENSES AND OTHER 51
9 ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Legal fee payable | $ 386,497 | $ 338,946 |
Advances from customers | 0 | 44,841 |
Tax payable | 388,044 | 320,247 |
Audit fee payable | 47,900 | 21,500 |
Other liabilities | 145,524 | 310,784 |
Travelling & conveyance payable | 16,358 | 1,010 |
Salaries & wages payable | 8,044 | 0 |
Bonus payable | 62,060 | 0 |
Consultancy fee payable | 25,000 | 50,000 |
401 K payable | 0 | 3,486 |
Total | $ 1,079,427 | $ 1,093,814 |
13 OPTIONS - (Details)
13 OPTIONS - (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of shares | |
Outstanding | shares | 150,000 |
Granted | shares | 982,700 |
Exercised | shares | 0 |
Cancelled / Expired | shares | (160,000) |
Outstanding ending balance | shares | 972,700 |
Weighted Avg. Exercise Price | |
Outstanding | $ / shares | $ 2.67 |
Granted | $ / shares | 6.79 |
Exercised | $ / shares | 0 |
Cancelled / Expired | $ / shares | 5.41 |
Outstanding ending balance | $ / shares | $ 6.38 |
13 OPTIONS (Details 1)
13 OPTIONS (Details 1) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |
Average Exercise Price | $ / shares | $ 2 |
Number of Shares | shares | 100,000 |
Remaining Average Contractual Life (in years) | 3 years 4 months 24 days |
Exercise Price times number of Shares | shares | 200,000 |
Weighted Average Exercise Price | $ / shares | $ 2 |
Intrinsic Value | $ | $ 451,000 |
13 OPTIONS (Details Narrative)
13 OPTIONS (Details Narrative) - USD ($) | Sep. 08, 2016 | May 10, 2016 | Jun. 28, 2016 | Jan. 28, 2016 | Jan. 22, 2016 | Nov. 16, 2015 | May 26, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Options issued and outstanding to purchase | 972,700 | 150,000 | |||||||||
Expected term in years | 4 years 3 months 29 days | 0 years | |||||||||
Intrinsic value | $ 0 | $ 500,000 | |||||||||
Option expense | $ 566,427 | $ 101,677 | 1,457,647 | 141,910 | |||||||
Employee Stock Option 1 [Member] | |||||||||||
Options issued and outstanding to purchase | 100,000 | ||||||||||
Exercise price | $ 2 | ||||||||||
Expiration period | May 26, 2021 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 1.53% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 2 years 9 months | ||||||||||
Aggregate value of options on grant date | $ 36,304 | ||||||||||
Option expense | 14,520 | 21,784 | |||||||||
Employee Stock Option 2 [Member] | |||||||||||
Options issued and outstanding to purchase | 50,000 | ||||||||||
Exercise price | $ 4.01 | ||||||||||
Expiration period | Nov. 16, 2021 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 1.66% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 3 years 3 months | ||||||||||
Aggregate value of options on grant date | $ 73,265 | ||||||||||
Option expense | 7,123 | 929 | |||||||||
Employee Stock Option 3 [Member] | |||||||||||
Options issued and outstanding to purchase | 5,000 | ||||||||||
Exercise price | $ 6.02 | ||||||||||
Expiration period | Jan. 22, 2021 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 1.49% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 3 years 3 months | ||||||||||
Aggregate value of options on grant date | $ 10,944 | ||||||||||
Option expense | 854 | 0 | |||||||||
Employee Stock Option 4 [Member] | |||||||||||
Options issued and outstanding to purchase | 100,000 | ||||||||||
Exercise price | $ 6.02 | ||||||||||
Expiration period | Jan. 28, 2021 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 1.40% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 3 years 3 months | ||||||||||
Aggregate value of options on grant date | $ 218,314 | ||||||||||
Option expense | 61,776 | 0 | |||||||||
Employee Stock Option 5 [Member] | |||||||||||
Options issued and outstanding to purchase | 500,000 | ||||||||||
Exercise price | $ 6 | ||||||||||
Expiration period | May 10, 2022 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 0.57% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 3 years | ||||||||||
Aggregate value of options on grant date | $ 1,737,445 | ||||||||||
Option expense | 370,496 | 0 | |||||||||
Employee Stock Option 6 [Member] | |||||||||||
Options issued and outstanding to purchase | 25,000 | ||||||||||
Exercise price | $ 6.51 | ||||||||||
Expiration period | Jun. 28, 2022 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 0.57% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 3 years | ||||||||||
Aggregate value of options on grant date | $ 55,251 | ||||||||||
Option expense | 9,359 | 0 | |||||||||
Employee Stock Option 7 [Member] | |||||||||||
Options issued and outstanding to purchase | 215,200 | ||||||||||
Exercise price | $ 6.51 | ||||||||||
Expiration period | Sep. 8, 2020 | ||||||||||
Expected volatility | 50.00% | ||||||||||
Risk-free interest rate | 0.57% | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected term in years | 4 years | ||||||||||
Aggregate value of options on grant date | $ 546,318 | ||||||||||
Option expense | $ 49,239 | $ 0 |
14 WARRANTS (Details)
14 WARRANTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Outstanding at at beginning | 2,777,777 | |
Granted | 1,000,000 | |
Exercised | 1,111,111 | |
Outstanding at end | 2,666,666 | 2,777,777 |
Weighted Avg.Exercise Price | ||
Outstanding at beginning | $ 1.80 | |
Granted | $ 6 | |
Exercised | 1.80 | |
Outstanding at end | $ 1.80 | $ 1.80 |
Weighted Avg. Remaining Term | 3.90 years | 4.41 years |
Intrinsic Value | ||
Outstanding at at beginning | $ 1,333,330 | |
Outstanding at end | $ 1,544,440 | $ 1,333,330 |
15 RESTRICTED STOCK UNITS (Deta
15 RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | May 10, 2016 | Aug. 04, 2015 | Jun. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of restricted shares outstanding | 590,869 | ||||
Number of restricted stock units vested | 83,189 | ||||
Restricted Stock Unit [Member] | |||||
Number of restricted shares outstanding | 83,189 | ||||
Restricted stock units | $ 3.51 | ||||
Aggregate value of restricted stock units on grant date | $ 291,994 | ||||
Restricted stock unit expense | $ 172,797 | $ 119,197 | |||
Restricted Stock Unit [Member] | |||||
Number of restricted shares outstanding | 500,000 | ||||
Number of restricted stock units vested | 0 | ||||
Restricted stock units | $ 7 | ||||
Aggregate value of restricted stock units on grant date | $ 3,500,000 | ||||
Restricted stock unit expense | 746,348 | ||||
Restricted Stock Unit [Member] | |||||
Number of restricted shares outstanding | 7,680 | ||||
Number of restricted stock units vested | 0 | ||||
Restricted stock units | $ 6.51 | ||||
Aggregate value of restricted stock units on grant date | $ 49,997 | ||||
Restricted stock unit expense | $ 25,135 |
16 DEBT (Details)
16 DEBT (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | |||
Notes outstanding under revolving credit facility | $ 3,088,890 | $ 1,235,935 | |
Term loan - current maturities | 405,376 | 0 | |
Total short-term debt | 3,494,266 | 1,235,935 | |
Term loan, due 2019 | 1,941,567 | 0 | |
Less Current maturities | $ 399,996 | 405,376 | 0 |
Long-term debt, net of current maturities | $ 1,536,191 | $ 0 |
16 DEBT (Details 1)
16 DEBT (Details 1) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 405,376 |
2,018 | 405,376 |
2,019 | 1,130,815 |
Total | $ 1,941,567 |
16 DEBT (Details Narrative)
16 DEBT (Details Narrative) | Dec. 31, 2016USD ($) |
Term Loan | $ 1,923,466 |
Revolving Loans | 2,743,177 |
Bigtech Software Private Limited | |
Term Loan | 18,101 |
Revolving Loans | $ 345,713 |
17 COMMITMENTS AND CONTINGENC60
17 COMMITMENTS AND CONTINGENCIES - Future minimum rental payments under these lease agreements (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Years ending December 31, (amounts in thousands) | |
2,017 | $ 251,512 |
2,018 | 112,901 |
2,019 | 79,478 |
2,020 | 18,754 |
Total | $ 462,645 |
17 COMMITMENTS AND CONTINGENC61
17 COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Rent expense | $ 220,280 | $ 47,475 |
18 SUBSEQUENT EVENTS (Details N
18 SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 31, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events [Abstract] | |||||
Common stock issued | 14,579,417 | 13,885,972 | 11,874,361 | ||
Acquisition common stock | 576,923 | ||||
Interest rate | 6.00% | 8.00% | |||
Unsecured promissory notes | $ 3,750,000 | $ 1,250,000 | |||
Earn-out payments a year for 2016 and 2017 | $ 1,200,000 |