Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | AMERI Holdings, Inc. |
Entity Central Index Key | 0000890821 |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 1,267,352 | $ 431,400 | $ 1,371,331 |
Accounts receivable | 8,101,751 | 6,384,148 | 7,871,422 |
Other current assets | 874,856 | 783,606 | 818,600 |
Total current assets | 10,243,959 | 7,599,154 | 10,061,353 |
Other assets: | |||
Property and equipment, net | 115,521 | 83,128 | 58,892 |
Intangible assets, net | 3,035,580 | 3,584,221 | 5,778,036 |
Goodwill | 13,729,770 | 13,729,770 | 13,729,770 |
Operating lease right of use asset, net | 918,903 | 286,161 | |
Deferred income tax assets, net | 11,349 | 8,879 | 9,399 |
Total other assets | 17,811,123 | 17,692,161 | 19,576,097 |
Total assets | 28,055,082 | 25,291,313 | 29,637,450 |
Current liabilities: | |||
Line of credit | 4,553,492 | 2,881,061 | 3,950,681 |
Accounts payable | 5,254,231 | 4,696,352 | 4,377,794 |
Other accrued expenses | 2,177,206 | 1,989,894 | 1,697,636 |
Current portion - operating lease liability | 186,389 | 120,052 | |
Current portion - long-term notes | 6,450 | ||
Convertible notes | 1,000,000 | 1,000,000 | 1,250,000 |
Debentures | 1,500,000 | 1,000,000 | |
Consideration payable - cash | 1,000,000 | 2,496,000 | 2,696,000 |
Consideration payable - equity | 605,223 | ||
Short term Loans | 1,000,000 | ||
Dividend payable - Preferred stock | 428,133 | 320,298 | 105,181 |
Total current liabilities | 17,099,458 | 14,503,657 | 14,688,965 |
Long-term liabilities: | |||
Operating lease liability - net | 739,977 | 169,897 | |
Warrant liability | 4,189,388 | ||
Total long-term liabilities | 739,977 | 169,897 | 4,189,388 |
Total liabilities | 17,839,434 | 14,673,554 | 18,878,353 |
Stockholders' equity: | |||
Preferred stock value | 4,249 | 4,249 | 4,207 |
Common stock value | 32,467 | 25,221 | 16,932 |
Additional paid-in capital | 52,562,485 | 51,040,296 | 45,129,214 |
Accumulated deficit | (42,408,062) | (40,512,019) | (34,478,253) |
Accumulated other comprehensive income (loss) | 24,509 | 60,012 | 86,997 |
Total stockholders' equity | 10,215,648 | 10,617,759 | 10,759,097 |
Total liabilities and stockholders' equity | $ 28,055,082 | $ 25,291,315 | $ 29,637,450 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 424,938 | 424,938 | 420,720 |
Preferred stock, shares outstanding | 424,938 | 424,938 | 420,720 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,246,705 | 2,522,095 | 1,693,165 |
Common stock, shares outstanding | 3,246,705 | 2,522,095 | 1,693,165 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 9,602,528 | $ 10,686,196 | $ 39,914,675 | $ 42,998,280 |
Cost of revenue | 7,720,962 | 8,546,232 | 31,763,955 | 34,014,776 |
Gross profit | 1,881,566 | 2,139,964 | 8,150,720 | 8,983,504 |
Operating expenses | ||||
Selling, General and administration | 2,924,518 | 2,877,309 | 12,210,317 | 10,794,822 |
Depreciation and amortization | 559,623 | 561,017 | 2,265,297 | 2,903,662 |
Acquisition related expenses | 333,237 | |||
Changes in estimate for consideration payable | (6,940,310) | |||
Operating expenses | 3,484,141 | 3,438,326 | 14,475,614 | 16,129,964 |
Operating Income (loss) | (1,602,575) | (1,298,362) | (6,324,894) | (7,146,460) |
Interest expenses | (163,741) | (142,554) | (694,926) | (729,896) |
Other income | 4,540 | 88,161 | ||
Impairment charges on goodwill and intangible assets | 9,038,553 | |||
Changes in fair value of warrant liability | (450,267) | 1,796,174 | (2,760,819) | |
Total other income /(expenses) | 1,105,788 | (3,402,554) | ||
Income (loss) before income taxes | (1,766,316) | (1,891,183) | (5,219,106) | (10,549,014) |
Income tax benefit | (21,892) | 31,211 | (388,657) | (6,348,502) |
Income (loss) after income taxes | (1,788,208) | (1,859,972) | ||
Net income attributable to non-controlling interest | ||||
Net Income (loss) attributable to the Company | (1,788,208) | (1,859,972) | (5,607,763) | (16,897,516) |
Dividend on preferred stock | (107,835) | (105,705) | (426,003) | (2,583,185) |
Net Income (loss) attributable to common stock holders | (1,896,043) | (1,965,677) | (6,033,766) | (19,480,701) |
Other comprehensive income (loss), net of tax | ||||
Foreign exchange translation | (35,503) | 18,714 | (26,985) | 50,122 |
Total Comprehensive Income (loss) | (1,931,546) | (1,946,963) | (6,060,751) | (19,430,579) |
Comprehensive (loss) attributable to the Company | (6,060,751) | (19,430,579) | ||
Comprehensive (loss) attributable to the Company Comprehensive (loss) attributable to the non-controlling interest | ||||
Comprehensive Income (loss) | $ (6,060,751) | $ (19,430,579) | ||
Basic income (loss) per share | $ (0.60) | $ (1.09) | $ (2.83) | $ (20.47) |
Diluted income (loss) per share | $ (0.60) | $ (1.09) | $ (2.83) | $ (20.47) |
Basic weighted average number of common shares outstanding | 3,175,040 | 1,807,403 | 2,128,806 | 951,601 |
Diluted weighted average number of common shares outstanding | 3,175,040 | 1,807,403 | 2,128,806 | 951,601 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 7,265 | $ 4,054 | $ 34,397,541 | $ 36,877 | $ (14,997,552) | $ 19,448,185 |
Balance, shares at Dec. 31, 2017 | 726,509 | 405,395 | ||||
Net loss for the period | (19,480,701) | (19,480,701) | ||||
Other comprehensive income (loss) | 50,120 | 50,122 | ||||
Warrants conversion to shares | $ 7,815 | 698,453 | 706,268 | |||
Warrants conversion to shares, shares | 781,486 | |||||
Shares Issued as consideration for acquisition of Subsidiary (ATCG) | $ 113 | 605,110 | 605,223 | |||
Shares Issued as consideration for acquisition of Subsidiary (ATCG), shares | 11,334 | |||||
Shares Issued towards earnout | $ 156 | 642,694 | 642,850 | |||
Shares Issued towards earnout, shares | 15,561 | |||||
Stock, Option, RSU and Warrant Expense | 1,239,989 | 1,239,989 | ||||
Compensation to Directors | $ 39 | (39) | ||||
Compensation to Directors, shares | 3,875 | |||||
Conversion of Options | $ 224 | 806,175 | 806,399 | |||
Conversion of Options, shares | 22,400 | |||||
Shares issued - Private Placement | $ 1,300 | 4,249,960 | 4,251,260 | |||
Shares issued - Private Placement, shares | 130,000 | |||||
Issuance of Preference shares for Q1 and Q2 dividend | $ 153 | 766,055 | 766,208 | |||
Issuance of Preference shares for Q1 and Q2 dividend, shares | 15,325 | |||||
Shares Issued on separation | $ 20 | 11,480 | 11,500 | |||
Shares Issued on separation, shares | 2,000 | |||||
LSV - Preferred Dividend | 1,711,796 | 1,711,796 | ||||
Balance at Dec. 31, 2018 | $ 16,932 | $ 4,207 | 45,129,214 | 86,997 | (34,478,253) | 10,759,097 |
Balance, shares at Dec. 31, 2018 | 1,693,165 | 420,720 | ||||
Net loss for the period | (1,965,677) | (1,965,677) | ||||
Other comprehensive income (loss) | 18,714 | 18,714 | ||||
Shares Issued towards earnout | $ 1,316 | 603,907 | 605,223 | |||
Shares Issued towards earnout, shares | 131,570 | |||||
Exercise of Warrants (PIPE series A&B) | $ 1,880 | 1,465,715 | 1,467,595 | |||
Exercise of Warrants (PIPE series A&B), shares | 187,972 | |||||
Stock Compensation expenses | 277,377 | 277,377 | ||||
Balance at Mar. 31, 2019 | $ 20,128 | $ 4,207 | 47,476,214 | 105,711 | (36,443,930) | 11,162,329 |
Balance, shares at Mar. 31, 2019 | 2,012,708 | 420,720 | ||||
Balance at Dec. 31, 2018 | $ 16,932 | $ 4,207 | 45,129,214 | 86,997 | (34,478,253) | 10,759,097 |
Balance, shares at Dec. 31, 2018 | 1,693,165 | 420,720 | ||||
Net loss for the period | (6,033,766) | (6,033,766) | ||||
Other comprehensive income (loss) | (26,985) | (26,985) | ||||
Shares Issued towards earnout | $ 1,316 | 603,909 | 605,225 | |||
Shares Issued towards earnout, shares | 131,570 | |||||
Exercise of Warrants (PIPE series A&B) | $ 6,881 | 4,509,927 | 4,516,808 | |||
Exercise of Warrants (PIPE series A&B), shares | 688,097 | |||||
Stock Compensation expenses | 586,495 | 586,495 | ||||
Preferred stock issued | $ 42 | 210,844 | 210,886 | |||
Preferred stock issued, shares | 4,218 | |||||
Shares issued for Fraction shares on reverse stock split | $ 93 | (93) | ||||
Shares issued for Fraction shares on reverse stock split, shares | 9,263 | |||||
Balance at Dec. 31, 2019 | $ 25,221 | $ 4,249 | 51,040,296 | 60,012 | (40,512,019) | 10,617,759 |
Balance, shares at Dec. 31, 2019 | 2,522,095 | 424,938 | ||||
Net loss for the period | (1,896,043) | (1,896,043) | ||||
Other comprehensive income (loss) | (35,503) | (35,503) | ||||
Stock Compensation expenses | 19,810 | 19,810 | ||||
Shares Issued for Extinguishment of liability | $ 5,996 | 1,490,004 | 1,496,000 | |||
Shares Issued for Extinguishment of liability, shares | 599,610 | |||||
Conversion of accrued Interest | $ 1,250 | 12,375 | 13,625 | |||
Conversion of accrued Interest, shares | 125,000 | |||||
Balance at Mar. 31, 2020 | $ 32,467 | $ 4,249 | $ 52,562,485 | $ 24,509 | $ (42,408,062) | $ 10,215,648 |
Balance, shares at Mar. 31, 2020 | 3,246,705 | 424,938 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities | ||||
Net Income (loss) | $ (1,896,043) | $ (1,965,677) | $ (6,033,766) | $ (19,480,701) |
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | ||||
Depreciation and amortization | 559,623 | 561,017 | 2,265,297 | 2,903,662 |
Amortization of right of use asset | 3,681 | 3,788 | ||
Impairment on goodwill and Intangible assets | 9,038,553 | |||
Provision for Preference dividend | 107,835 | 105,705 | 426,003 | 2,583,184 |
Changes in fair value of warrants | 450,267 | (1,796,174) | 2,760,819 | |
Changes in estimate of contingent consideration | (6,940,310) | |||
Stock, option, restricted stock unit and warrant expense | 19,810 | 277,377 | 586,495 | 1,251,489 |
Foreign exchange translation adjustment | (35,503) | 18,715 | (26,985) | |
Provision for Income taxes (net of deferred income taxes) | 21,892 | (31,211) | 388,657 | 6,348,502 |
Loss on sale of fixed assets | (11,386) | (2,139) | ||
Increase (decrease) in: | ||||
Accounts receivable | (1,717,603) | (1,028,745) | 1,487,274 | 967,031 |
Other current assets | (91,250) | (16,951) | 34,994 | 105,666 |
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | 769,956 | 626,655 | 222,679 | (2,101,251) |
Net cash provided by (used in) operating activities | (2,293,105) | (984,134) | (2,453,123) | (2,565,495) |
Cash flow from investing activities | ||||
Purchase of fixed assets | (43,374) | (11,923) | (84,331) | 6,421 |
Acquisition consideration | (100,000) | (200,000) | (3,645,667) | |
Net cash used in investing activities | (43,374) | (111,923) | (284,331) | (3,639,246) |
Cash flow from financing activities | ||||
Proceeds from bank loan and convertible notes, net | 3,172,431 | (19,772) | (1,326,070) | (1,976,299) |
Proceeds from Issue of debentures | 1,000,000 | |||
Contingent consideration for acquisitions | (1,657,667) | |||
Proceeds from issuance of common shares, net | 1,467,595 | 2,123,594 | 6,327,954 | |
Net cash provided by financing activities | 3,172,431 | 1,447,823 | 1,797,524 | 2,693,988 |
Net increase (decrease) in cash and cash equivalents | 835,952 | 351,766 | (939,931) | (3,510,753) |
Cash and cash equivalents as at beginning of the period | 431,400 | 1,371,331 | 1,371,331 | 4,882,084 |
Cash at the end of the period | 1,267,352 | 1,723,097 | 431,400 | 1,371,331 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid during the period for: Interest | 480,404 | 571,628 | ||
Cash paid during the period for: Taxes | ||||
Non-cash investing and financing activities: | ||||
Operating lease liability | $ 679,713 | $ 371,754 |
Description of Business
Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS: AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a company that, through the operations of its eleven subsidiaries, provides SAP TM On January 10, 2020, we and Ameri100 Inc. (“Buyer”) entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, the Company will sell to Buyer and Buyer will purchase from the Company one hundred percent (100%) of the outstanding equity interests (the “Purchased Shares”) of Ameri100 Holdco, Inc. (“Holdco”) (the “Spin-Off”). On January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020, the “Amalgamation Agreement”) with Jay Pharma Merger Sub, Inc. a company organized under the laws of Canada and a wholly-owned subsidiary of the Company (“Merger Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo., Inc. a company organized under the laws of British Columbia and a wholly-owned subsidiary of the Company (“ExchangeCo”), and Barry Kostiner, as the Company Representative, | NOTE 1. DESCRIPTION OF BUSINESS: AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a fast-growing company that, through the operations of its eleven subsidiaries, provides SAP TM Reverse Stock Split A 1-for-25 reverse share split of our outstanding common stock was effected on November 25, 2019 as approved by our Board of Directors and a majority of our shareholders. The reverse share split reduced the number of common shares issued and outstanding from approximately 62.8 million to 2.5 million as of December 31, 2019. As such, all references to share and per share amounts in this Annual Report on Form 10-K have been retroactively restated to reflect the 1-for-25 reverse share split, except for the authorized number of shares of our common stock and the par value per share, which were not affected. Liquidity and Going Concern The Company has incurred net losses from operations since inception. The net loss for the year ended December 31, 2019 was $6.1 million and the accumulated deficit was $41 million as of December 31, 2019. The cash and cash equivalents and the current portion of loans and convertible notes due to third parties were $.0.4 million and $4.5 million respectively, as of December 31, 2019. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions. To increase revenues, our operating expenses are likely to continue to grow and, as a result, we will need to generate significant additional revenues to cover such expenses. We expect our primary sources of cash to be customer collections and external financing. We also continue to work on cost reductions, and we have initiated steps to reduce our overhead to improve cash savings. We may raise additional capital through the sale of equity or debt securities or borrowings from financial institutions or third parties or a combination of the foregoing. Capital raised will be used to implement our business plan, grow current operations, make acquisitions or start new vertical businesses among some of the possible uses. Our financial statements as of December 31, 2019 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional funding through the issuance of equity or debt securities, as well as to attain further operating efficiencies and, ultimately, to generate additional revenues. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The foregoing conditions raise substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation. The accompanying audited consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. These financial statements should be read in conjunction with the audited financial statements and notes thereto. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company takes the position that all of its businesses operate as a single segment. The Company earns almost all of its revenue from North America. Principles of Consolidation. Use of Estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Risks and Uncertainties . The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash and Cash Equivalents and Investments. Trade Receivables, Contract Assets and Contract Liabilities. Our contract assets and contract liabilities are reported on a net basis by contract at the end of each reporting period. The difference between the opening and closing balances of our contract assets and contract liabilities primarily results from the timing difference between our performance obligations and the client’s payment. We receive payments from clients based on the terms established in our contracts, which vary by contract type. Accounts Receivable. Allowance for Doubtful Accounts. Leases. Leases” On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $371,754 related to the operating lease for office space. Results for the year ended December 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to: 1. Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. 2. Not to apply the recognition requirements in ASC 842 to short-term leases. 3. Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial. Refer to Note 15. Leases for additional disclosures required by ASC 842. Warrant Liability Business Combinations. Goodwill and Intangible Assets. Impairment. Valuation of Contingent Earn-out Consideration. Revenue Recognition. Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. We recognize revenues as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2019 contained a significant financing component. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Disaggregation of Revenue from Entities. For the Year Ended December 31, 2019 December 31, 2018 ATGC India $ 309,598 $ 496,203 Ameri 100 California 11,200,756 11,409,871 Ameri 100 Arizona 7,163,666 13,528,412 Ameri 100 Canada 706,083 1,049,754 Ameri 100 Georgia 12,937,677 12,541,132 Bigtech Software 315,358 840,338 Ameri 100 Consulting Pvt Ltd 172,699 19,191 Ameri Partners 7,108,838 3,117,728 Total revenue $ 39,914,675 $ 43,002,629 For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately. Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the way in which value is delivered to the customer. Revenues also include the reimbursement of out-of-pocket expenses. We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we typically estimate standalone selling price by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early termination of the contract. Prior to the adoption of the New Revenue Standard on January 1, 2018, revenues were earned and recognized when all of the following criteria were met: evidence of an arrangement existed, the price was fixed or determinable, the services had been rendered and collectability was reasonably assured. Contingent or incentive revenues were recognized when the contingency was satisfied and we concluded the amounts were earned. Volume discounts were recorded as a reduction of revenues as services were provided. Revenues also included the reimbursement of out-of-pocket expenses. For the years ended December 31, 2019 and December 31, 2018, sales to five major customers accounted for approximately 48% and 39% of our total revenue, respectively. For the year ended December 31, 2019, three of our customers contributed 14%, 13% and 10% of our revenue, and for the year ended December 31, 2018, two of our customers contributed 14% and 10% of our revenue. Stock-Based Compensation. Income Taxes. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is no longer subject to tax examinations by tax authorities for years prior to 2016. Earnings (Loss) Per Share. Comprehensive Income (Loss). Foreign Currency. Related Parties. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. Based on the Company’s preliminary assessment of the foregoing update, it does not anticipate such update will have a material impact its financial statements. In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes income Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. Standards Implemented In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605).” Revenue from Contracts with Customers (Topic 606) “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing “Technical Corrections and Improvements (Topic 606)” “Narrow-Scope Improvements and Practical Expedients”. In February 2016, the FASB issued ASU 2016-02 “ Leases” Leases In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Revenue Recognition Subsequent Events. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosure notes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019. Recent Accounting Pronouncements New Standards to Be Implemented In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The company does not expect any material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity Transactions | NOTE 3. EQUITY TRANSACTIONS: Private Offering On July 25, 2018, we entered into a securities purchase agreement (the “Initial Securities Purchase Agreement”) with certain institutional and accredited investors (“Initial Purchasers”) for the sale of 200,000 shares of our common stock (“Initial Shares”) and warrants to purchase a total of 160,000 shares (“Initial Warrant Shares”) of our common stock (“Initial Purchaser Warrants”) for total consideration of approximately $6,000,000 (“Initial Investment”). On July 30, 2018, we issued an aggregate of 130,000 of the Initial Shares to the Initial Purchasers, with the remaining Initial Shares to be issued pursuant to pre-funded Warrants, subject to adjustment. The $6,000,000 purchase price paid by the Initial Purchasers on July 30, 2018 represents the entire purchase price for the Initial Shares and the Initial Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Initial Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant) and for additional Warrant Shares issuable upon the occurrence of certain events described below. On August 21, 2018, we entered into a second securities purchase agreement (the “Second Securities Purchase Agreement”, and together with the Initial Securities Purchase Agreement, the “Purchase Agreements”) with an accredited investor (the “Additional Purchaser”, and with the Initial Purchaser, the “Purchasers”) for the sale of 20,017 shares of our common stock, via a pre-funded warrant due to share issuance limitations (the “Additional Shares”, and with the Initial Shares, the “Common Stock”), and warrants to purchase 16,013 shares (the “Additional Warrant Shares”, and with the Initial Warrant Shares, the “Warrant Shares”) of our common stock (the “Additional Purchaser Warrants”, and with the Initial Purchaser Warrants, the “Purchaser Warrants”) for gross proceeds of approximately $600,000 (the “Additional Investment”). The Additional Investment was made in connection with, and substantially on the same terms and using the same forms as, the private placement of the Initial Shares and Initial Purchaser Warrants (such private placement and the Additional Investment, the “Private Placement”). The $600,000 purchase price paid by the Additional Purchaser on August 21, 2018 represents the entire purchase price for the Additional Shares and the Additional Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Additional Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant, all pre-funded warrants with the Purchaser Warrants, the “Warrants”) and for additional Warrant Shares issuable upon the occurrence of certain events described below. The initial price per share of Common Stock equaled $30 and the initial per share exercise price of the Purchaser Warrants equaled $40. The per share purchase price and the exercise price were subject to adjustment as described below. The Initial Purchaser Warrants are immediately exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Initial Purchaser Warrants are exercisable on a cashless basis six months after the issuance date if there is no effective registration statement registering the resale of the shares underlying the Initial Purchaser Warrants. The Additional Purchaser was not issued any shares at the closing of the Additional Investment, due to Nasdaq stock issuance limitations at the time of closing, but the Additional Shares will be issued upon the exercise of a pre-funded warrant for no additional consideration to the Company. The Additional Purchaser Warrants and the Additional Purchaser’s pre-funded warrant are currently exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Warrants contain provisions for the adjustment of the number of shares issuable upon the exercise of the warrant and of the exercise price in the event of stock dividends, splits, mergers, asset sales, tender or exchange offers, reclassifications, reorganizations or recapitalizations, combinations, or the like. The per share purchase price (through the pre-funded Warrants) and Warrant exercise price was automatically adjusted lower (the “Price Adjustment”) to 80% (with respect to the purchase price of the Common Stock) and 110% (with respect to the exercise price of the Warrants) of the lowest of the average daily prices on the 6 trading days following each of: (i) the date our stockholders approved the Private Placement transaction (such approval was obtained on September 27, 2018) and (ii) the date a registration statement covering the resale of securities being issued in the Private Placement was declared effective by the Securities and Exchange Commission (the “SEC”) (such registration statement on Form S-1, file no. 333-227011, was declared effective on October 23, 2018 (the “Effective Registration”)). Due to the Price Adjustment, the lowest purchase price of $0.29 for the Common Stock issued at closing under the Purchase Agreements and pursuant to the pre-funded Warrants was achieved, and all 910,345 shares registered under the Effective Registration as issued or issuable under the Purchase Agreements and pursuant to the pre-funded Warrants were issued to the selling stockholders. In addition, the exercise price of the Purchaser Warrants was subject to the Price Adjustment, which has resulted in 901,766 shares of common stock being issuable under the Purchaser Warrants when exercised. The Purchaser Warrants have been fully adjusted and neither the exercise price or the number of shares issuable under such warrants are subject to further adjustment, except pursuant to typical anti-dilution provisions. In accordance with the exercise provisions of the Purchaser Warrants, the 901,766 shares issuable under the Purchaser Warrants following the full Price Adjustment was determined by holding constant the aggregate exercise price of $7,040,534.40 for the Purchaser Warrants at the time of closing of the Private Placement (which was calculated based on 176,013 total Purchaser Warrants at the closing date multiplied by the exercise price of $40, which equals $7,040,534.40), and then dividing the $7,040,534.40 aggregate exercise price by the post-Price Adjustment exercise price of $7.81 to get 901,766 shares. Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. In addition, the Warrants have transaction-specific anti-dilution provisions. The Company has allocated the aggregate gross proceeds received to the Purchaser Warrants, the Initial Shares issued and the pre-funded warrants. Due to the reset features present in the Purchaser Warrants along with the existence of down-round protection in the event of future financing transactions at lower prices, the Purchaser Warrants were determined to be derivative financial instruments and therefore, have been recorded as a liability (“Warrant Liability”) in the accompanying consolidated balance sheets. The Purchaser Warrants were initially recorded at fair value with fair value determined utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,429,000 was reflected as Warrant Liability. The remaining proceeds received under the Purchase Agreements were allocated to the Initial Shares and pre-funded warrants and recorded within stockholder’s equity. The fair value of the Purchaser Warrants was reassessed to reflect the Price Adjustment and number of shares issuable upon exercise. The resulting increase in the fair value of the Purchaser Warrants of $2,760,819 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of comprehensive income (loss) during the year ended December 31, 2018. For the sixth months ended June 30, 2019, the Purchaser Warrants were reassessed to reflect the Price Adjustment and number of shares issuable upon exercise. The resulting increase in the fair value of the Purchaser Warrants of $61,715 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of operations and comprehensive income (loss). Also, during the sixth months ended June 30, 2019, the Company issued 271,972 shares upon the exercise of certain Purchaser Warrants and received net cash proceeds of $2,123,425, On September 19, 2019, the Company and each of the Purchasers entered into separate amendment and exchange agreements (the “Exchange Agreements”), pursuant to which the Company agreed to issue to the Purchasers an aggregate of 409,365 shares of Common Stock (the “Exchange Shares”) in exchange for the cancellation and termination of all of the outstanding Purchaser Warrants (the “Exchange”). The Company also agreed to grant to the Purchasers certain participation rights in future financings for a period of twelve (12) months. In connection with the Exchange, the Company recognized an additional charge of $733,470 reflecting an adjustment to the fair value of the Purchaser Warrants. The remaining Warrant Liability at the time of the Exchange of $4,984,573 was reclassified to Stockholder’s Equity. As of December 31, 2019, there are no Purchaser Warrants outstanding. 2018 Preferred Stock Amendment On June 22, 2018, we entered into an Amendment Agreement with Lone Star Value Investors, LP (“LSV”), pursuant to which we and LSV agreed to the amendment and restatement of the certificate of designations (the “Amendment”) for our Series A Preferred Stock (the “Series A Preferred”) and the issuance of warrants (the “Amendment Warrants”) for the purchase of 200,000 shares of our common stock to holders of the Series A Preferred (the “Warrant Issuance”), provided that the Amendment and the Warrant Issuance were subject to approval by our stockholders at our 2018 annual meeting of stockholders (the “2018 Annual Meeting”). As the Amendment and the Warrant Issuance were approved by our stockholders at the 2018 Annual Meeting, the Amendment, was filed with the Delaware Secretary of State following stockholder approval, providing for, among other things: (a) the payment of the March 31, 2018 dividend payment in-kind in shares of Series A Preferred; (b) elimination of any prior default in respect of non-payment of accrued dividends through the filing effective date of the Amendment (the “Effective Date”); (c) payment in-kind in shares of Series A Preferred of dividends for all dividend periods from April 1, 2018 through March 31, 2020 at a rate of 2% per annum of the liquidation preference (the “Adjusted Rate”); and (d) commencing April 1, 2020, we will pay cash dividends per share at a rate per annum equal to the Adjusted Rate multiplied by the liquidation preference; provided, however, dividends for periods ending after April 1, 2020 may be paid at the election of our Board of Directors in-kind through the issuance of additional shares of Series A Preferred for up to four dividend periods in any consecutive 36-month period, determined on a rolling basis. In addition, the Amendment revised the change of control definition to mean a change in control of at least 70% of the voting power of all shares of stock of the Company and clarified that a change of control shall not be deemed to be a dissolution, liquidation or winding up of the Company. The Amendment also eliminated voting rights with respect to the authorization, creation or issuance of any securities ranking senior or equal to the Series A Preferred. Following our 2018 Annual Meeting, promptly following the effectiveness of the Amendment, the Company issued an aggregate of 15,325 shares of our Series A Preferred to holders of our Series A Preferred, on a pro rata basis, as payment of accrued in-kind dividends owed on such preferred stock and completed the Warrant Issuance to holders of the Series A Preferred at such time. The Amendment Warrants are only exercisable for cash, with an exercise price of $1.50 per share, for five years from the date of issuance. In the event that the closing price of our common stock is $2.00 or higher for ten trading days out of a fifteen consecutive trading day period, the Company shall have the option, in its sole discretion, to elect to accelerate the termination date of the Amendment Warrants to such date that is 30 days (or more, in the Company’s sole discretion) following the date of such election. Following such accelerated termination date, any unexercised Amendment Warrants shall automatically be canceled without any further obligations on the part of the Company or the holders of such Amendment Warrants. The Amendment Warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,712,000 was reflected within stockholders’ equity as a dividend paid to the Series A Preferred stockholders and also reflected as an adjustment to income available to common stockholders for calculation of net income (loss) per common share for year ended December 31, 2018. |
Business Combinations
Business Combinations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Business Combinations | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). The total purchase price of $9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill. On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000. Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company for purposes of Regulation S-X. The valuation of Bigtech was made on the basis of its projected revenues. Acquisition of Virtuoso On July 22, 2016, we acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company , pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”) In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The total purchase price of $1.8 million was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. The Virtuoso earn-out payments for 2016 amounted to $0.06 million in cash and 12,408 shares of common stock, which were delivered to the Sole Member during the twelve months ended December 31, 2017. Acquisition of Ameri Arizona On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our former President and Chief Executive Officer and current Executive Chairman, respectively. In July 2017, the name of DC&M Partners, L.L.C. was changed to Ameri100 Arizona LLC. Ameri Arizona is an SAP consulting company headquartered in Chandler, Arizona. Ameri Arizona provides its clients with a wide range of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. As of the date of this report the Company owed an aggregate of $1,000,000 in consideration payable by cash to Lucid Solutions Inc, and Houskens LLC in connection with the Ameri100 Arizona acquisition. The aggregate purchase price for the acquisition of Ameri Arizona was $15.8 million. The total purchase price of $15.8 million was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of Ameri Arizona customers over a period of three years, and the balance was allocated to goodwill. In August 2018, the Company resolved the payment of all earn-out payments to the former members of Ameri Arizona pursuant to the Ameri Arizona membership interest purchase agreement, and the Company has no further payment obligations with respect to any Ameri Arizona earn-out. Acquisition of Ameri California On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, Ameri California, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative. In July 2017, the name of ATCG Technology Solutions, Inc. was changed to Ameri100 California Inc. Ameri California provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services. The aggregate purchase price for the acquisition of Ameri California was $8.8 million. The total purchase price of $8.8 million was allocated to intangibles of $3.8 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 As of the date of this report the Company owed an aggregate of $1,000,000 in consideration payable by cash to Lucid Solutions Inc, and Houskens LLC in connection with the Ameri100 Arizona acquisition. | NOTE 4. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). Ameri Georgia has operations in the United States, Canada and India. The total purchase price of $9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill. On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of: (a) A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016; (b) Warrants for the purchase of 2,040 shares of our common stock (valued at approximately $250,000 based on the $162.75 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two years. The former shareholders of Bigtech exercised such warrants in full and were issued shares of common stock as of July 5, 2018; and (c) $255,000 payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieved certain pre-determined revenue and EBITDA targets in 2017 and 2018. On October 4, 2018, we issued an aggregate of 2,903 shares of common stock to the former shareholders of Bigtech in satisfaction of an earn-out owed to them. As of October 4, 2018, we had resolved all remaining payments under the Bigtech purchase agreement and we have no further payment obligations pursuant thereto. Bigtech’s financial results are included in our consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company for purposes of Regulation S-X. The valuation of Bigtech was made on the basis of its projected revenues. Acquisition of Virtuoso On July 22, 2016, we acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company, pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”). Virtuoso is an SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for the Company for purposes of Regulation S-X. The total purchase price of $1.8 million was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. The Virtuoso earn-out payments for 2016 amounted to $0.06 million in cash and 496 shares of common stock, which were delivered to the Sole Member during the twelve months ended December 31, 2017. As of January 23, 2018, we had resolved all remaining payments under the Virtuoso merger agreement with the Sole-Member and we have no further payment obligations pursuant thereto. Acquisition of Ameri Arizona On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our former President and Chief Executive Officer and current Executive Chairman, respectively. In July 2017, the name of DC&M Partners, L.L.C. was changed to Ameri100 Arizona LLC. Ameri Arizona is an SAP consulting company headquartered in Chandler, Arizona. Ameri Arizona provides its clients with a wide range of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. The aggregate purchase price for the acquisition of Ameri Arizona was $15.8 million, consisting of: (a) A cash payment in the amount of $3,000,000 at closing; (b) 64,000 shares of our common stock (valued at approximately $10.4 million based on the $162.75 closing price of our common stock on the closing date of the acquisition), which were to be issued on July 29, 2018 or upon a change of control of our company (whichever occurred earlier). At the election of the former members of Ameri Arizona, in lieu of receiving shares of our common stock, each former member was entitled to receive a cash payment of $60 per share; and (c) Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018. The total purchase price of $15.8 million was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of Ameri Arizona customers over a period of three years, and the balance was allocated to goodwill. In August 2018, the Company resolved the payment of all earn-out payments to the former members of Ameri Arizona pursuant to the Ameri Arizona membership interest purchase agreement, and the Company has no further payment obligations with respect to any Ameri Arizona earn-out. As of July 29, 2018, two former members of Ameri Arizona properly elected to receive an aggregate of $2,496,000 in cash in lieu of stock and such payment was due on or about September 28, 2018. The Company has not yet paid such cash payments (which represent deferred purchase price for Ameri Arizona) and company has negotiated for deferred payment terms with the two former members of Ameri Arizona who elected such cash payments. On July 30, 2018, we issued 22,400 shares of common stock to the remaining former member of Ameri Arizona who had not elected to receive cash in lieu of stock. Such former member has asserted that he had properly elected to receive cash instead of stock prior to the deadline for such election. The Company has entered into a settlement agreement, dated February 4, 2019, in which the Company paid an amount of $200,000 to such member in four equal monthly installments starting from February 2019 and ending in May 2019, which settled such dispute in its entirety. Acquisition of Ameri California On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, Ameri California, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative. In July 2017, the name of ATCG Technology Solutions, Inc. was changed to Ameri100 California Inc. Ameri California provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services. The aggregate purchase price for the acquisition of Ameri California was $8.8 million, consisting of: (a) 23,077 shares of our common stock, valued at approximately $3.8 million based on the closing price of our common stock on the closing date of the acquisition; (b) Unsecured promissory notes issued to certain of Ameri California’s selling stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June 30, 2018); (c) Earn-out payments in shares of our common stock (up to an aggregate value of $1.2 million worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and earnings before interest taxes, depreciation and amortization (“EBITDA”) targets as specified in the purchase agreement. We have determined that the earn-out targets for each year have been fully achieved, and 11,334 shares of common stock were issued in 2018 in respect of the 2017 earn-out period and $605,000 worth of common stock was issued in January 2019 in respect of the 2018 earn-out period; and (d) An additional cash payment of $0.06 million for cash that was left in Ameri California at closing. The total purchase price of $8.8 million was allocated to intangibles of $3.8 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. In August 2018, we repaid all of the unsecured promissory notes issued to the Ameri California selling stockholders and we have no further payment obligations pursuant thereto. Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 As of the date of this report the Company owed an aggregate of $1,000,000 in consideration payable in cash, including contingent consideration payable, for its acquisitions. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 4. REVENUE RECOGNITION: Revenue Recognition. For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately. Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the way in which value is delivered to the customer. We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early termination of the contract. Trade Receivables, Contract Assets and Contract Liabilities. Allowance for Doubtful Accounts. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | NOTE 5. INTANGIBLE ASSETS: The Company’s intangible assets primarily consist of the customer lists it acquired through various acquisitions. We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $0.5 million and $0.6 million for the three months ended March 31, 2020 and March 31, 2019 respectively. This amortization expense relates to customer lists which expire through 2022. | NOTE 5. INTANGIBLE ASSETS: The Company’s intangible assets primarily consists of the customer lists it acquired through various acquisitions. We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $2.3 million and $2.9 million during the years ended December 31, 2019 and December 31, 2018, respectively. This amortization expense relates to customer lists which expire through 2022. During the year ended December 31, 2019 and December 31, 2018, we determined, based upon the results of our annual goodwill impairment testing as further described in Note 8, that a triggering event had occurred with respect to certain customer lists contained in the reporting units where goodwill impairment was determined to have occurred, and recorded an impairment charge of $0 million and $0.9 Million respectively. The determination of the fair value of intangible assets requires significant inputs, judgments and estimates. These fair value measurements, and related inputs, are considered to be Level 3 measures under the fair value hierarchy as further described in Note 18. There were no triggering events during the year ended December 31, 2019. Components of intangible assets were as follows, as of December 31: 2019 2018 Accumulated Gross Carrying Amortization and Net Carrying Gross Carrying Accumulated Net Carrying Amount Impairment Amount Amount Amortization Amount Customer lists $ 13,563,414 9,986,414 3,577,000 13,563,414 7,793,414 5,770,000 Software $ 425,064 417,843 7,221 425,064 417,028 8,036 Total intangible assets: $ 13,988,478 10,404,257 3,584,221 13,988,478 8,210,442 5,778,036 Our future amortization schedule is as follows: Year ending December 31, Amount 2020 2,075,610 2021 1,383,611 2022 125,000 Total $ 3,584,221 |
Goodwill
Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The total value of the Company’s goodwill was $13.7 million as of March 31, 2020 and December 31, 2019. As per Company policy, goodwill impairment tests are conducted on an annual basis and any impairment is reflected in the Company’s Statements of Operations. | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price of an acquisition over the fair value of the net assets acquired in the business combinations. Our goodwill was comprised of the following amounts for each of our acquisitions which we have deemed to be separate reporting units for purposes of evaluating our goodwill for impairment: December 31, December 31, 2019 2018 Ameri Arizona $ 5,450,000 $ 5,450,000 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 4,809,248 Total $ 13,729,770 $ 13,729,770 During the year ended December 31, 2019 we performed our annual impairment testing which resulted no impairment charges for the year. However, during the year ended December 31, 2018, as a result of performing our annual impairment testing, we recorded impairment charges amounting to $8.2 million as a result of our impairment testing. The full goodwill impairment on Virtuoso, Bigtech and Ameri Consulting Service Pvt. Ltd, and the partial goodwill impairment on Ameri Arizona were primarily driven by declines in estimated future cash flows to be generated by the reporting units as these reporting units that have experienced declining cash flows that what were expected at the time of each acquisition. The determination of the fair value of a reporting unit requires significant inputs, judgments and estimates. These fair value measurements, and related inputs, are considered to be Level 3 measures under the fair value hierarchy as further described in Note 18. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Share-Based Compensation | NOTE 7. SHARE-BASED COMPENSATION: On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the “Plan”). The Plan allows for the issuance of up to 160,000 shares of our common stock for award grants. The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. We have not granted any options or restricted stock units (“RSUs”), pursuant to the Plan with respect to the twelve months ended December 31, 2019. Total share-based compensation expense for the years ended December 31, 2019 and December 31, 2018 was $1.2 million and $0.6 million, respectively. As of December 31, 2019, the unamortized share-based compensation expenses is $0.07 million which will be amortized by end of 2021. |
Equity Compensation Plans
Equity Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Equity Compensation Plans | |
Equity Compensation Plans | NOTE 8. EQUITY COMPENSATION PLANS: The following table sets forth information regarding our equity compensation plans as of December 31, 2019: Options RSUs Shares of Stock Weighted Weighted No. of Average No of No of Average Options Price RSUs Shares Price Total Equity compensation plan total shares - - 80,000 Granted 6,000 66.75 3,328 0 0 9,328 Cancelled/expired 0 0 0 0 0 0 Balance outstanding as at December 31, 2015 6,000 66.75 3,328 0 0 0 Balance available under the plan as at December 31, 2015 0 0 0 0 0 70,672 Granted 39,028 169.75 20,307 0 0 59,335 Cancelled/expired 6,400 135.25 0 0 0 6,400 Balance outstanding as at December 31, 2016 38,628 159.5 23,635 0 0 0 Balance available under the plan as at December 31, 2016 0 0 0 0 0 17,737 Granted 11,400 140.5 3,045 7,944 64.5 22,389 Cancelled/Expired 3,616 163.5 7,633 0 0 11,249 Balance outstanding as at December 31, 2017 46,412 152.5 19,047 7,944 64.5 0 Balance available under the plan as at December 31, 2017 0 0 0 0 0 6,597 New pool added 0 0 0 0 0 80,000 Granted 74,480 36.75 5,675 0 0 80,155 Cancelled/expired 34,072 150 1,599 0 0 35,671 Balance available under the plan as at December 31, 2018 0 0 0 0 0 42,114 New pool added 0 0 0 0 0 0 Granted 0 0 0 0 0 0 Cancelled/expired 32,908 0 0 0 0 32,908 Balance available under the plan as at December 31, 2019 0 0 0 0 0 75,022 The company issued and valued options using the Black-Scholes model for all 2017 issuances with the following significant assumptions – ● Expected term of 3.25 years. ● Expected volatility of 111.8%. ● Risk-free interest rate of 0.57%. ● Expected dividend yield of 0%. |
Warrants Outstanding
Warrants Outstanding | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants Outstanding | ||
Warrants Outstanding | NOTE 13. WARRANTS OUTSTANDING: The following warrants, were outstanding as of March 31, 2020: Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable $ 150.00 40,000 0.02 40,000 $ 102.88 3,902 0.03 3,902 $ 37.50 200,000 2.27 200,000 $ 102.88 48,975 0.42 48,975 Total 292,878 292,878 | NOTE 9. WARRANTS: Below is a table summarizing the Company’s outstanding warrants for the years ended December 31, 2019 : Warrants Outstanding at December 31, 2014 Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Granted 111,111 45 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 111,111 45.00 4.41 Granted 40,000 150.00 - Exercised 4,444 45.00 - Warrants Outstanding at December 31, 2016 106,667 45.00 3.9 Granted 59,000 103.13 Exercised 66,667 45.00 Warrants Outstanding at December 31, 2017 99,000 122.00 3.14 Granted 1,682,110 4.50 Exercised 779,446 0.75 Warrants Outstanding at December 31, 2018 1,001,664 18.75 3.46 Granted - - Exercised 902,786 0.25 Warrants Outstanding at December 31, 2019 98,878 117.75 1.26 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | NOTE 7. EARNINGS (LOSS) PER SHARE: Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 10 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued. For the three months ended March 31, 2020 and 2019, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock were considered in the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both periods. A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (1,892,362 ) (1,965,677 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (1,892,362 ) (1,965,677 ) Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (1,892,362 ) (1,965,677 ) Denominator for weighted average common shares outstanding: Basic shares 3,175,040 1,807,403 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 3,175,040 1,807,403 Income (loss) per share – basic: $ (0.60 ) (1.09 ) Income (loss) per share – diluted: $ (0.60 ) (1.09 ) | NOTE 10. EARNINGS / (LOSS) PER SHARE: Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations described in Note 4 (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 11 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued. For the twelve months ended December 31, 2019 and 2018, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock were considered in the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both periods. A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Twelve Months Ended December 31, December 31, 2019 2018 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (6,029,978 ) (19,480,701 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (6,029,978 ) (19,480,701 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (6,029,978 ) (19,480,701 ) Denominator for weighted average common shares outstanding: Basic shares 2,128,806 951,601 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 2,128,806 951,601 Income (loss) per share – basic: $ (2.83 ) (20.47 ) Income (loss) per share – diluted: $ (2.83 ) (20.47 ) |
Incentive Plan Items
Incentive Plan Items | 3 Months Ended |
Mar. 31, 2020 | |
Incentive Plan Items | |
Incentive Plan Items | NOTE 8. INCENTIVE PLAN ITEMS: During the three months ended March 31, 2020, the Company has not granted any restricted stock units and stock options to purchase Company’s common stock to key employees or directors out of Company’s 2015 Equity Incentive Award Plan. The company has booked charges of $19,810 as stock compensation expenses for the three months ended March 31, 2020 and $0.3 million for the three months ended March 31, 2019. |
Bank Debt
Bank Debt | 3 Months Ended |
Mar. 31, 2020 | |
Bank Debt | |
Bank Debt | NOTE 9. BANK DEBT: On January 23, 2019, certain subsidiaries of the Company, including Ameri100 Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc. and Ameri and Partners, Inc., as borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”) for a credit facility (the “Credit Facility”) with North Mill Capital LLC, as lender (the “Lender”). The Loan Agreement has an initial term of two years from the closing date, with renewal thereafter if Lender, at its option, agrees in writing to extend the term for additional one year periods (the “Term”). The Loan Agreement is collateralized by a first-priority security interest in all of the assets of Borrower. In addition, (i) pursuant to a Corporate Guaranty entered into by the Company in favor of the Lender (the “Corporate Guaranty”), the Company has guaranteed the Borrower’s obligations under the Credit Facility and (ii) pursuant to a Security Agreement entered into between the Company and Lender (the “Security Agreement”), the Company granted a first-priority security interest in all of its assets to Lender. The Borrowers received an initial advance on January 23, 2019 in an amount of approximately $2.85 million (the “Initial Advance”). Borrowings under the Credit Facility accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). Notwithstanding anything to the contrary contained in the Loan Documents, the minimum monthly interest payable by Borrower on the Advances (as defined in the Loan Agreement) in any month shall be calculated based on an average Daily Balance (as defined in the Loan Agreement) of Two Million Dollars ($2,000,000) for such month. For the first year of the Term, Borrower shall pay to Lender a facility fee equal to $50,000, due in equal monthly installments, with additional facility fees due to Lender in the event borrowings exceed certain thresholds and with additional facility fees due and payable in later years or upon later milestones. In addition, Borrower shall pay to Lender a monthly fee (the “Servicing Fee”) in an amount equal to one-eighth percent (.125%) of the average Daily Balance (as defined in the Loan Agreement) during each month on or before the first day of each calendar month during the Term. Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions, dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure. As of March 31, 2020, the principal balance and accrued interest under the Credit Facility amounted to $ 4.5 million. As of March 31, 2020, the principal balance and accrued interest under the Credit Facility amounted to $ 4.5 million. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11. DEBT: As of December 31, 2019, we had approximately $2.9 million in borrowings outstanding under our senior secured credit facility (the “Credit Facility”), which provided for up to $8 million in principal for revolving loans (the “Revolving Loans”) for general working capital purposes. On January 23, 2019, certain subsidiaries of the Company, including Ameri100 Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc. and Ameri and Partners, Inc., as borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”), with North Mill Capital LLC, as lender (the “Lender”). The Loan Agreement has an initial term of two years from the closing date, with renewal thereafter if Lender, at its option, agrees in writing to extend the term for additional one-year periods (the “Term”). The Loan Agreement is collateralized by a first-priority security interest in all of the assets of Borrower. In addition, (i) pursuant to a Corporate Guaranty entered into by the Company in favor of the Lender (the “Corporate Guaranty”), the Company has guaranteed the Borrower’s obligations under the Credit Facility and (ii) pursuant to a Security Agreement entered into between the Company and Lender (the “Security Agreement”), the Company granted a first-priority security interest in all of its assets to Lender. The Borrowers received an initial advance on January 23, 2019 in an amount of approximately $2.85 million (the “Initial Advance”). Borrowings under the Credit Facility accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). Notwithstanding anything to the contrary contained in the Loan Documents, the minimum monthly interest payable by Borrower on the Advances (as defined in the Loan Agreement) in any month shall be calculated based on an average Daily Balance (as defined in the Loan Agreement) of Two Million Dollars ($2,000,000) for such month. For the first year of the Term, Borrower shall pay to Lender a facility fee equal to $50,000, due in equal monthly installments, with additional facility fees due to Lender in the event borrowings exceed certain thresholds and with additional facility fees due and payable in later years or upon later milestones. In addition, Borrower shall pay to Lender a monthly fee (the “Servicing Fee”) in an amount equal to one-eighth percent (.125%) of the average Daily Balance (as defined in the Loan Agreement) during each month on or before the first day of each calendar month during the Term. The Company used approximately $2.75 million of the Initial Advance to repay all of its outstanding obligations under the Credit Facility of Sterling National Bank. Upon payment, the Company’s obligations under the erstwhile Credit Facility were terminated. Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions, dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure. If an Event of Default (as defined in the Loan Agreement) occurs, Lender may, among other things, (i) declare all obligations immediately due and payable in full; (ii) cease advancing money or extending credit to or for the benefit of Borrower; and/or (iii) terminate the Loan Agreement as to any future liability or obligation of Lender, without affecting Lender’s right to repayment of all obligations and Lender’s security interests. In addition, as of December 31, 2019, we have an outstanding aggregate of $1 million in 5% Convertible Unsecured Debentures (the “Debentures”), which were issued to one of accredited investors. The Debentures bear interest at 5% per annum and are convertible at $0.01 per share. In addition, as of December 31, 2019, we have an outstanding aggregate of $1 million in 8% Convertible Unsecured Promissory Notes (the “2017 Notes”), which were issued to one of our accredited investor, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $70. The holders of the 2017 Notes have the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the then applicable conversion price. The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock. Short-term Debt: The following summarizes our short-term debt balances as of December 31: 2019 2018 Notes outstanding under revolving credit facility $ 2,881,061 $ 3,950,681 Convertible note 1,000,000 1,250,000 Debentures 1,000,000 - Term loan - current maturities - 6,450 Total short-term debt $ 4,881,061 $ 5,207,131 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES: Accrued expense and other liabilities as of December 31, 2019 and December 31, 2018 consisted of the following: December 31,2019 December 31,2018 1 Salaries, commissions and other benefits payable 737,787 950,257 2 Professional & legal fees payable 148,743 109,246 3 Interest payable 219,204 172,466 4 Taxes Payable 648,460 182,298 5 Other liabilities 235,700 283,369 1,989,894 1,697,636 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plan | |
Employee Benefit Plan | NOTE 13. EMPLOYEE BENEFIT PLAN: The Company has a 401(k)-tax deferred savings plan (the “401(k) Plan”) that is available to all employees who satisfy certain minimum hour requirements each year. The Company matches 100% of the first 3% of a participant’s salary contributed under the 401(k) Plan and 50% on the next 2% of each participant’s salary contributed under the 401(k) at the discretion of the company and no amount was contributed during the year. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14. INCOME TAXES: The provision for income taxes consists of the following components for the years ended December 31: 2019 2018 Current: Federal and state $ 97,465 $ 125,356 Foreign 278,004 109,917 Total current provision/(benefit) 375,469 235,273 Deferred: Federal and state - - Foreign 13,188 24,478 Valuation allowance - 6,088,751 Total deferred expense (benefit) 13,188 6,113,229 Total income tax expense (benefit) $ 388,657 $ 6,348,502 The Company has provided for a current tax expense of $0.4 million and $0.2 million for the year ended December 31, 2019 and December 31, 2018. The reported tax benefits for the years ended December 31, 2019 and December 31, 2018 are based upon an estimated annual effective tax rate of 21% for all such periods. The effective tax rates reflected our combined federal and state income tax rates, the impact of providing for a valuation allowance during the year ended December 31, 2019, the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill and the impact of the Tax Cuts and Jobs Act of 2017. Tax Cuts and Jobs Act of 2017 The Tax Cuts and Jobs Act of 2017 (the “Tax Legislation”), enacted on December 22, 2017, contains significant changes to U.S. tax law, including lowering the U.S. corporate income tax rate to 21% effective for January 1, 2018, implementing a territorial tax system, and imposing a one-time tax on deemed repatriated earnings of foreign subsidiaries. Valuation Allowance on Deferred Tax Assets Deferred tax assets refer to assets that are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to earnings in the period that the valuation allowance is established or adjusted for. We assess the reliability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved and our conclusion could be materially different should certain of our expectations not transpire. Unrecognized Tax Benefits We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2019, 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, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 15. Leases The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s principal facility is located in Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2016 and 2020. In January 2020, the Company entered into a lease agreement for its Dallas office with expiration date 2027. 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. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $0.34 million and $0.26 million for the twelve months ended December 31, 2019 and December 31, 2018, respectively. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates. The lease terms include options to extend the leases when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. Rent expense was $0.34 million and $0.26 million for the twelve months ended December 31, 2019 and December 31, 2018, respectively. The components of lease expense were as follows: Year Ended December 31, 2019 Operating leases 95,481 Interest on lease liabilities 3,788 Total net lease cost 99,269 Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating leases: Operating lease ROU assets $ 286,162 Current operating lease liabilities, included in current liabilities $ 120,052 Noncurrent operating lease liabilities, included in long-term liabilities 169,897 Total operating lease liabilities $ 289,949 Supplemental cash flow and other information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 85,591 ROU assets obtained in exchange for lease liabilities: Operating leases $ 371,754 Weighted average remaining lease term (in years): Operating leases 2.3 Weighted average discount rate: Operating leases 7.25 % Total future minimum payments required under the lease obligations as of December 31, 2019 are as follows: Twelve Months Ending December 31, 2020 $ 136,347 2021 141,507 2022 35,694 2023 - Total lease payments $ 313,550 Less: amounts representing interest (23,599 ) Total lease obligations $ 289,951 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Notes | |
Convertible Notes | NOTE 10. CONVERTIBLE NOTES: On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1.25 million from four accredited investors, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. We have not repaid the 2017 Notes and do not currently have sufficient funds available to meet these obligations. During the first quarter of 2019 the company repaid $0.25 million towards 2017 notes. The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes have the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the conversion price. On November 25, 2019, the Company entered into a securities purchase agreement with an institutional investor for the sale of a $1,000,000 convertible debenture (the “First Debenture”). The First Debenture accrues interest at rate of 5% and will be due six (6) months from the issue date. The First Debenture may be converted at any time after the issue date into shares of Company’s Common Stock at a price equal to $2.725. On January 14, 2020, the Company entered into a securities purchase agreement (with the same institutional investor for the sale of a $500,000 convertible debenture (the “Second Debenture” and collectively with the First Debenture, the “Debentures”). The Second Debenture accrues interest at rate of 5% and is due on the same date as the First Debenture. The Second Debenture may be converted at any time after the issue date into shares of Company’s Common Stock at a price equal to $2.725. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11. COMMITMENTS AND CONTINGENCIES: Operating Leases The Company’s principal facility is located in Alpharetta, Georgia. The Company also leases office space in various locations with expiration dates between 2020 and 2027. 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 $90,449 and $70,219 for the three months ended March 31, 2020 and 2019, respectively. The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s principal facility is located in Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2016 and 2020. In January 2020, the Company entered into a lease agreement for its Dallas office with expiration date 2027. 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. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $90,449 and $70,219 for the three months ended March 31, 2020 and 2019, respectively. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates. The lease terms include options to extend the leases when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. Rent expense was $90,449 and $70,219 for the three months ended March 31, 2020 and 2019, respectively. The components of lease expense were as follows: Three Months Ended March 31, 2020 Operating leases 90,449 Interest on lease liabilities 3,788 Total net lease cost 94,130 Supplemental balance sheet information related to leases was as follows: March 31, 2020 Operating leases: Operating lease ROU assets $ 918,903 Current operating lease liabilities, included in current liabilities $ 186,389 Noncurrent operating lease liabilities, included in long-term liabilities 739,977 Total operating lease liabilities $ 926,366 Supplemental cash flow and other information related to leases was as follows: Three Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 43,290 ROU assets obtained in exchange for lease liabilities: Operating leases $ 679,713 Weighted average remaining lease term (in years): Operating leases 5.8 Weighted average discount rate: Operating leases 7.25 % Total future minimum payments required under the lease obligations as of March 31, 2020 are as follows: Twelve Months Ending December 31, 2020 $ 245,952 2021 253,875 2022 114,402 2023 117,830 2024 121,364 Thereafter 286,102 Total lease payments $ 1,139,525 Less: amounts representing interest (213,159 ) Total lease obligations $ 926,366 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | NOTE 12. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and ● Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements. No financial instruments were transferred into or out of Level 3 classification during the period ended March 31, 2020 and year ended December 31, 2019. | NOTE 16. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and ● Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2019: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability - - Contingent consideration - - - - Total - - $ - $ - The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2018: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability 4,189,388 4,189,388 Contingent consideration - - 605,223 605,223 Total - - $ 4,794,611 $ 4,794,611 The following table presents the change in level 3 instruments: Closing balance December 31, 2018 4,794,611 Additions during the period $ - Paid/settlements (4,794,611 ) Total gains recognized in Statement of Operations - Closing balance December 31, 2019 $ - Contingent consideration pertaining to the acquisitions referred to in Note 4 above as of December 31, 2019 has been classified under Level 3 as the fair valuation of such contingent consideration has been done using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements. No financial instruments were transferred into or out of Level 3 classification during the years ended December 31, 2019 and 2018. |
Revision of Prior Year Financia
Revision of Prior Year Financial Statements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
Revision of Prior Year Financial Statements | NOTE 16. Revision of Prior Financial Statements: The Company’s corrections of the financial statements as of March 31, 2020 and the three months then ended were a result of the adoption of FASB ASU 2016-02 “Leases” In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical condensed consolidated financial statements previously included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020: March 31, 2020 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 918,903 $ 918,903 Total Other Assets 16,892,220 918,903 17,811,123 Total Assets $ 27,136,179 $ 918,903 $ 28,055,082 Current Liabilities Current portion – operating lease liability $ - $ 186,389 $ 186,389 Total Current Liabilities 16,913,062 186,389 17,074,498 Long-term Liabilities Operating lease liability, net - 739,977 739,977 Total Long-term Liabilities - 739,977 739,977 Total Liabilities $ 16,913,062 $ 926,372 $ 17,814,498 Stockholders’ Equity Accumulated Deficit $ (42,400,593 ) $ (7,469 ) $ (42,408,062 ) Total Stockholders’ Equity 10,223,117 (7,469 ) 10,215,648 Total Liabilities and Stockholders’ Equity $ 27,136,179 $ 918,903 $ 28,055,082 For the three months ended March 31, 2020 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (160,060 ) $ (3,681 ) $ (163,741 ) Total other income (expenses) (160,060 ) (3,681 ) (163,741 Loss before income taxes (1,762,635 ) (3,681 ) (1,766,316 ) Net loss (1,784,527 ) (3,681 ) (1,788,208 ) Net loss attributable to common stockholders (1,892,362 ) (3,681 ) (1,896,043 ) Total comprehensive loss $ (1,927,865 ) $ (3,681 ) $ (1,931,546 ) Basic and diluted loss per share $ (0.60 ) $ - $ (0.60 ) Statements of Cash Flows Net loss $ (1,784,527 ) $ (3,681 ) $ (1,788,208 ) Amortization of right of use asset Net Cash Used in Operating Activities $ (2,293,105 ) $ - $ (2,293,105 ) For the three months ended March 31, 2020 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (1,784,527 ) $ (3,681 ) $ (1,788,208 ) Accumulated deficit ending balance $ (42,400,593 ) $ (7,469 ) $ (42,408,062 ) Total stockholders’ equity ending balance $ 10,223,117 $ (7,469 ) $ 10,215,648 | NOTE 17. Revision of Prior Year Financial Statements The Company’s corrections of the financial statements as of December 31, 2019 and the year then ended were a result of the adoption of FASB ASU 2016-02 “Leases” In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements As a result of the aforementioned correction of accounting errors, the relevant financial statements have been revised as follows: The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical consolidated financial statements previously included in the Company’s Annual Report for the year ended December 31, 2019 and the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2019 and September 30, 2019: December 31, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 286,161 $ 286,161 Total Other Assets 17,405,998 286,161 4,763,000 Total Assets $ 25,005,152 $ 286,161 $ 7,667,771 Current Liabilities Current portion – operating lease liability $ - $ 120,052 $ 120,052 Total Current Liabilities 14,383,605 120,052 14,503,657 Long-term Liabilities Operating lease liability, net - 169,897 169,897 Total Long-term Liabilities - 169,897 169,897 Total Liabilities $ 14,383,605 $ 289,949 $ 14,673,554 Stockholders’ Equity Accumulated Deficit $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total Stockholders’ Equity 10,621,547 (3,788 ) 10,617,764 Total Liabilities and Stockholders’ Equity $ 25,005,152 286,163 25,291,315 For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (691,138 ) $ (3,788 ) $ (694,926 ) Total other income (expenses) 1,109,576 (3,788 ) 1,105,788 Loss before income taxes (5,215,318 ) (3,788 ) (5,219,106 ) Net loss (5,603,975 ) (3,788 ) (5,607,763 ) Net loss attributable to common stockholders (6,029,978 ) (3,788 ) (6,033,766 ) Total comprehensive loss (6,056,963 ) (3,788 ) (6,060,751 ) Comprehensive loss attributable to Company $ (6,056,963 ) $ (3,788 ) $ (6,060,751 ) Basic and diluted loss per share $ (2.83 ) $ - $ (2.83 ) Statements of Cash Flows Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Amortization of right of use asset - 3,788 3,788 Net Cash Used in Operating Activities $ (2,453,123 ) $ - $ (2,453,123 ) For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Accumulated deficit ending balance $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total stockholders’ equity ending balance $ 10,621,547 $ (3,788 ) $ 10,617,764 F-49 The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical unaudited condensed consolidated balance sheets previously included in the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2019 and September 30, 2019: September 30, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 315,187 $ 315,187 Total Other Assets 18,511,902 315,187 18,827,089 Total Assets $ 29,477,833 $ 315,187 $ 29,793,020 Current Liabilities Current portion – operating lease liability $ - $ 116,665 $ 116,665 Total Current Liabilities 14,365,829 116,665 14,482,494 Long-term Liabilities Operating lease liability, net - 198,522 198,522 Total Long-term Liabilities 4,251,103 198,522 4,449,625 Total Liabilities $ 18,616,932 $ 315,187 $ 18,932,119 Stockholders’ Equity Accumulated Deficit $ (37,806,731 ) $ - $ (37,806,731 ) Total Stockholders’ Equity 10,860,901 - 10,860,901 Total Liabilities and Stockholders’ Equity $ 29,477,833 $ 315,187 $ 29,793,020 June 30, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 343,715 $ 343,715 Total Other Assets 17,967,963 343,715 18,311,678 Total Assets $ 26,656,309 $ 343,715 $ 27,000,024 Current Liabilities Current portion – operating lease liability $ - $ 113,338 $ 113,338 Total Current Liabilities 13,408,946 113,338 13,522,284 Long-term Liabilities Operating lease liability, net - 230,377 230,377 Total Long-term Liabilities - 230,377 230,377 Total Liabilities $ 13,408,946 $ 343,715 $ 13,752,661 Stockholders’ Equity Accumulated Deficit $ (37,872,197 ) $ - $ (37,872,197 ) Total Stockholders’ Equity 13,247,363 - 13,247,363 Total Liabilities and Stockholders’ Equity $ 26,656,309 $ 343,715 $ 27,000,024 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 14. PREFERRED STOCK On December 30, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Lone Star Value Investors, LP (“LSVI”), pursuant to which a Convertible Note was returned to the Company and cancelled in exchange for 363,611 shares of the Company’s Series A Preferred Stock, which is non-convertible and perpetual preferred stock of the Company. We have issued 61,327 shares as preferred dividends as of March 31 2020 and the company has 424,938 outstanding shares preferred stock. |
Secured Note
Secured Note | 3 Months Ended |
Mar. 31, 2020 | |
Secured Note | |
Secured Note | NOTE 15. SECURED NOTE: Effective February 27, 2020, the “Company entered into a note purchase and security agreement (the “Purchase Agreement”) with an investor for the sale of a $1,000,000 secured promissory note (the “Note”). The Note accrues interest at rate of 7.25% and is due on August 31, 2020. The Company granted to the investor a security interest (the “Security Interest”) in and lien on all of Company’s tangible and intangible assets owned now or acquired later by the Company of any nature whatsoever. The Security Interest is a second priority security interest, senior to all other indebtedness of the Company other than with respect to the Company’s existing indebtedness to North Mill Capital LLC (“North Mill”) the priority of which is established pursuant to an Intercreditor and Debt Subordination Agreement between the investor and North Mill. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 17. SUBSEQUENT EVENTS: Maturity Extension and Forbearance Agreement On May 6, 2020, the Company entered into a Maturity Extension and Forbearance Agreement (“Agreement”) with the holder of the Debentures. Pursuant to the Agreement (i) the holder agreed to extend the Maturity Date of the Debentures to from May 26, 2020 to September 30, 2020, (ii) the Company may now prepay each Debenture at any time, with accrued interest to the date of such payment, but no other premium or penalty, and (iii) the parties changed the definition of “Permitted Indebtedness” in the Debentures so as to permit indebtedness issued pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act or related or similar governmental programs including disaster-relief or pandemic-relief programs designed to help businesses in the wake of the Coronavirus pandemic. In consideration for entering into the Agreement the Company agreed to issue to the holder a prepaid warrant (the “Warrant”) to purchase up to 646,094 shares of the Company’s common stock. The Warrant shall be exercisable, commencing on May 6, 2020 until exercised in full, at a price of $0.001 per share, and shall also be exercisable on a cashless basis. Amalgamation Amendment Agreement On May 6, 2020, the Company entered into an Amalgamation Amendment Agreement (the “Amendment”) to amend that certain Amalgamation Agreement dated January 10, 2020, by and between Ameri Holdings, Inc., Jay Pharma Merger Sub, Inc. (“ Merger Sub Loan from Paycheck Protection Program (PPP) On May 11, 2020, we received proceeds from a loan in the amount of $1,719,600 (the “PPP Loan”) from Sterling National Bank, as lender, pursuant to the Small Business Association (“SBA”) Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Loan, which was in the form of a Promissory Note issued by the Borrower, matures on May 6, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 6, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before July 12, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. | Note 18 - SUBSEQUENT EVENTS: Spin-Off Transaction Stock Purchase Agreement On January 10, 2020, Ameri Holdings, Inc. (the “ Company Buyer Agreement Purchased Shares Spin-Off Prior to the Spin-Off Closing (as defined below), the Company will consummate a reorganization (the “ Reorganization Transferred Legacy Business Buyer Preferred Stock Each party to the Agreement has made customary representations and warranties. The Company has agreed to customary covenants, including relating to the conduct of the Transferred Legacy Business from the date of the Agreement until the closing of the Spin-Off (the “ Spin-Off Closing Each party’s obligation to consummate the Spin-Off is subject to certain conditions including, but not limited to: ● the accuracy of the other party’s representations and warranties and the performance, in all material respects, by the other party of its obligations under the Agreement; ● the Company obtaining the approval of the Spin-Off from its stockholders at the Company Special Meeting (as defined below); ● the consummation of the Reorganization; and ● the consummation of the Amalgamation (as defined below). The Agreement permits the Company for a period of 30 days after the signing of the Agreement to discuss with third parties alternative transactions to those contemplated by the Agreement. After such 30 day period, the Company will not be permitted to discuss or provide confidential information to third parties relating to an alternative transaction. The Company’s board of directors and its special committee will be required to recommend the Spin-Off transaction to the Company’s shareholders, except that it may change its recommendation to the extent required by its fiduciary duties and subject to certain requirements specified in the Agreement, including termination of the Agreement. The Agreement may be terminated by the mutual written consent of the Company and the Buyer or by either party if (a) there is an outstanding law or order from a governmental authority prohibiting the transactions contemplated by the Agreement, (b) the Spin-Off is not consummated on or prior to the date that is 180 days from the date of the Agreement (the “Outside Date”) or (c) the other party materially breaches the Agreement such that its related closing condition would not be met and fails to cure within the earlier of 10 business days after receipt of notice of such breach or the Outside Date. The Buyer can also terminate the Agreement for a Material Adverse Effect (as defined in the Agreement), which is continuing and uncured. Additionally, the Company can terminate if it enters into a definitive agreement for an alternative transaction as permitted by the Agreement and pays the required termination fee, and the Buyer can terminate if the Company or its board of directors or special committee changes its recommendation as permitted by the Agreement. If the Agreement is terminated, neither party will have any continuing obligations other than confidentiality requirements, the miscellaneous provisions and liability for any fraud, willful misconduct or intentional breach of the Agreement, except that if the agreement is terminated in connection with the fiduciary out as described in the preceding sentence, the Company will be required to pay to the Buyer a termination fee equal to the Buyer’s transaction expenses, up to a maximum of $300,000. Each party agreed to provide indemnification to the other and its related parties for any breaches of covenants. Additionally, the Company agreed to provide indemnification for any liabilities for taxes relating to pre-closing periods and any claims by any pre-closing security holders of any subsidiary of the Company, and the Buyer agreed to provide indemnification for any liabilities for taxes relating to post-closing periods. Exchange Agreements In connection with the Agreement, on January 10, 2020, the Company entered into Exchange Agreements (each, an “ Exchange Agreement Converted Debt Holder Exchange Shares Amalgamation Transaction Amalgamation Agreement On January 10, 2020, the Company entered into an Amalgamation Agreement (the “ Amalgamation Agreement ”) with Jay Merger Sub Jay Pharma ExchangeCo The Amalgamation Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub and Jay Pharma will be amalgamated and will continue as one corporation (“ AmalCo Amalgamation At the effective time of the Amalgamation (the “ Effective Time ”), all outstanding shares of Jay Pharma (the “ Jay Pharma Shares Resulting Issuer Common Stock ”). The Jay Pharma Shares will initially be Each party to the Amalgamation Agreement has made customary representations and warranties. The Company has made covenants, among others, relating to the conduct of its business prior to the closing of the Amalgamation, including: ● an undertaking to prepare and file with the SEC, as promptly as reasonably practicable following the date of the Amalgamation Agreement, (a) a proxy statement (the “ Proxy Statement ”) asking its shareholders to vote on and approve any and all required proposals (the “ Company Shareholder Proposals Company Special Meeting Registration Statement ● an undertaking to prepare and submit a NASDAQ Listing Application and use commercially reasonable efforts to cause such NASDAQ Listing Application to be conditionally approved prior to the Effective Time; and ● an undertaking to consummate an equity financing that eliminates all of the outstanding liabilities of the Company prior to the Effective Time (the “ Company Financing Following the Effective Time, the Board of Directors of the Company (the “ Board The Company is not permitted to solicit, initiate, propose, seek or knowingly encourage, facilitate or support any alternative transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any alternative transaction proposals. Notwithstanding this limitation, prior to the Effective Time, the Company may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to an unsolicited alternative transaction proposal that the Board has determined in good faith is or would reasonably be expected to lead to a superior proposal. The Amalgamation Agreement also contains covenants regarding the Company and Jay Pharma using their respective reasonable best efforts to obtain all required governmental and regulatory consents and approvals. Each party’s obligation to consummate the Amalgamation is subject to certain conditions including, but not limited to: ● the accuracy of the other parties representations and warranties and the performance, in all material respects, by the other parties of its obligations under the Amalgamation Agreement; ● the approval of the Company Shareholder Proposals at the Company Special Meeting; ● the consummation of the Spin-Off; ● the consummation of the Company Financing; ● the approval of the Jay Pharma stockholders; ● the entering into of certain ancillary agreements by and between the Company and ExchangeCo; ● the approval of the NASDAQ Listing Application; and ● the Company shall have effectuated the Stock Split (as defined in the Amalgamation Agreement), if necessary. The Amalgamation Agreement contains certain customary termination rights by either the Company or Jay Pharma, including if the Amalgamation is not consummated within 180 days of the date of the Amalgamation Agreement. If the Amalgamation Agreement is terminated under certain circumstances, the Company may be obligated reimburse Jay Pharma for expenses incurred in an amount not to exceed $500,000. The Company has agreed to indemnify and hold harmless Jay Pharma and their respective successors and assigns for a period of one (1) year, from and against all losses arising out of or resulting from the inaccuracy or breach of any representation or warranty of, or the non-fulfillment or breach of any covenant or agreement of, the Company, Merger Sub or ExchangeCo contained in the Amalgamation Agreement. Indemnification claims will be paid by delivery of shares of Resulting Issuer Common Stock. Lock-Up Agreements Prior to closing, certain holders of Jay Pharma securities will enter into lock-up agreements, pursuant to which they have agreed to certain restrictions on transfers of the shares of Resulting Issuer Capital Stock for the 180-day period following the effective time of the Amalgamation, with such restrictions being subject to customary exceptions. Loan Agreement Effective February 27, 2020, Ameri Holdings, Inc. (the “Company”) entered into a note purchase and security agreement (the “Purchase Agreement”) with an investor for the sale of a $1,000,000 secured promissory note (the “Note”). The Note accrues interest at rate of 7.25% and is due on August 31, 2020. The Company granted to the investor a security interest (the “Security Interest”) in and lien on all of Company’s tangible and intangible assets owned now or acquired later by the Company of any nature whatsoever. The Security Interest is a second priority security interest, senior to all other indebtedness of the Company other than with respect to the Company’s existing indebtedness to North Mill Capital LLC (“North Mill”) the priority of which is established pursuant to an Intercreditor and Debt Subordination Agreement between the investor and North Mill. Coronavirus On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to date, the Company is experiencing loss of revenues from one of our major customers in the travel industry. This will have a material impact on revenues. This is an expected reduction of approximately $3 mm in annual revenues but does not have a material impact on overall business or net income. There may be additional reductions in revenue in the future that are not currently anticipated. Potential cutbacks on 3 rd |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Presentation. The accompanying audited consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. These financial statements should be read in conjunction with the audited financial statements and notes thereto. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The Company takes the position that all of its businesses operate as a single segment. The Company earns almost all of its revenue from North America. |
Principles of Consolidation | Principles of Consolidation. |
Use of Estimates | Use of Estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Risks and Uncertainties | Risks and Uncertainties . The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Cash and Cash Equivalents and Investments | Cash and Cash Equivalents and Investments. |
Trade Receivables, Contract Assets and Contract Liabilities | Trade Receivables, Contract Assets and Contract Liabilities. Our contract assets and contract liabilities are reported on a net basis by contract at the end of each reporting period. The difference between the opening and closing balances of our contract assets and contract liabilities primarily results from the timing difference between our performance obligations and the client’s payment. We receive payments from clients based on the terms established in our contracts, which vary by contract type. |
Accounts Receivable | Accounts Receivable. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. |
Leases | Leases. Leases” On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $371,754 related to the operating lease for office space. Results for the year ended December 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to: 1. Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. 2. Not to apply the recognition requirements in ASC 842 to short-term leases. 3. Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial. Refer to Note 15. Leases for additional disclosures required by ASC 842. |
Warrant Liability | Warrant Liability |
Business Combinations | Business Combinations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. |
Impairment | Impairment. |
Valuation of Contingent Earn-out Consideration | Valuation of Contingent Earn-out Consideration. |
Revenue Recognition | Revenue Recognition. Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. We recognize revenues as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2019 contained a significant financing component. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Disaggregation of Revenue from Entities. For the Year Ended December 31, 2019 December 31, 2018 ATGC India $ 309,598 $ 496,203 Ameri 100 California 11,200,756 11,409,871 Ameri 100 Arizona 7,163,666 13,528,412 Ameri 100 Canada 706,083 1,049,754 Ameri 100 Georgia 12,937,677 12,541,132 Bigtech Software 315,358 840,338 Ameri 100 Consulting Pvt Ltd 172,699 19,191 Ameri Partners 7,108,838 3,117,728 Total revenue $ 39,914,675 $ 43,002,629 For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately. Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the way in which value is delivered to the customer. Revenues also include the reimbursement of out-of-pocket expenses. We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we typically estimate standalone selling price by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early termination of the contract. Prior to the adoption of the New Revenue Standard on January 1, 2018, revenues were earned and recognized when all of the following criteria were met: evidence of an arrangement existed, the price was fixed or determinable, the services had been rendered and collectability was reasonably assured. Contingent or incentive revenues were recognized when the contingency was satisfied and we concluded the amounts were earned. Volume discounts were recorded as a reduction of revenues as services were provided. Revenues also included the reimbursement of out-of-pocket expenses. For the years ended December 31, 2019 and December 31, 2018, sales to five major customers accounted for approximately 48% and 39% of our total revenue, respectively. For the year ended December 31, 2019, three of our customers contributed 14%, 13% and 10% of our revenue, and for the year ended December 31, 2018, two of our customers contributed 14% and 10% of our revenue. |
Stock-Based Compensation | Stock-Based Compensation. |
Income Taxes | Income Taxes. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is no longer subject to tax examinations by tax authorities for years prior to 2016. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share. |
Comprehensive Income (Loss) | Comprehensive Income (Loss). |
Foreign Currency | Foreign Currency. |
Related Parties | Related Parties. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. Based on the Company’s preliminary assessment of the foregoing update, it does not anticipate such update will have a material impact its financial statements. In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes income Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. Standards Implemented In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605).” Revenue from Contracts with Customers (Topic 606) “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing “Technical Corrections and Improvements (Topic 606)” “Narrow-Scope Improvements and Practical Expedients”. In February 2016, the FASB issued ASU 2016-02 “ Leases” Leases In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Revenue Recognition |
Subsequent Events | Subsequent Events. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates gross revenue by entity for the year ended December 31, 2019 and 2018: For the Year Ended December 31, 2019 December 31, 2018 ATGC India $ 309,598 $ 496,203 Ameri 100 California 11,200,756 11,409,871 Ameri 100 Arizona 7,163,666 13,528,412 Ameri 100 Canada 706,083 1,049,754 Ameri 100 Georgia 12,937,677 12,541,132 Bigtech Software 315,358 840,338 Ameri 100 Consulting Pvt Ltd 172,699 19,191 Ameri Partners 7,108,838 3,117,728 Total revenue $ 39,914,675 $ 43,002,629 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Summary of Foregoing Acquisitions | Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 | Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share Basic and Diluted | A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (1,892,362 ) (1,965,677 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (1,892,362 ) (1,965,677 ) Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (1,892,362 ) (1,965,677 ) Denominator for weighted average common shares outstanding: Basic shares 3,175,040 1,807,403 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 3,175,040 1,807,403 Income (loss) per share – basic: $ (0.60 ) (1.09 ) Income (loss) per share – diluted: $ (0.60 ) (1.09 ) | A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Twelve Months Ended December 31, December 31, 2019 2018 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (6,029,978 ) (19,480,701 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (6,029,978 ) (19,480,701 ) Interest expense on 2017 Notes, net of taxes - - Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (6,029,978 ) (19,480,701 ) Denominator for weighted average common shares outstanding: Basic shares 2,128,806 951,601 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 2,128,806 951,601 Income (loss) per share – basic: $ (2.83 ) (20.47 ) Income (loss) per share – diluted: $ (2.83 ) (20.47 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended March 31, 2020 Operating leases 90,449 Interest on lease liabilities 3,788 Total net lease cost 94,130 | The components of lease expense were as follows: Year Ended December 31, 2019 Operating leases 95,481 Interest on lease liabilities 3,788 Total net lease cost 99,269 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: March 31, 2020 Operating leases: Operating lease ROU assets $ 918,903 Current operating lease liabilities, included in current liabilities $ 186,389 Noncurrent operating lease liabilities, included in long-term liabilities 739,977 Total operating lease liabilities $ 926,366 | Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating leases: Operating lease ROU assets $ 286,162 Current operating lease liabilities, included in current liabilities $ 120,052 Noncurrent operating lease liabilities, included in long-term liabilities 169,897 Total operating lease liabilities $ 289,949 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Three Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 43,290 ROU assets obtained in exchange for lease liabilities: Operating leases $ 679,713 Weighted average remaining lease term (in years): Operating leases 5.8 Weighted average discount rate: Operating leases 7.25 % | Supplemental cash flow and other information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 85,591 ROU assets obtained in exchange for lease liabilities: Operating leases $ 371,754 Weighted average remaining lease term (in years): Operating leases 2.3 Weighted average discount rate: Operating leases 7.25 % |
Schedule of Maturity Payments of Operating Leases | Total future minimum payments required under the lease obligations as of March 31, 2020 are as follows: Twelve Months Ending December 31, 2020 $ 245,952 2021 253,875 2022 114,402 2023 117,830 2024 121,364 Thereafter 286,102 Total lease payments $ 1,139,525 Less: amounts representing interest (213,159 ) Total lease obligations $ 926,366 | Total future minimum payments required under the lease obligations as of December 31, 2019 are as follows: Twelve Months Ending December 31, 2020 $ 136,347 2021 141,507 2022 35,694 2023 - Total lease payments $ 313,550 Less: amounts representing interest (23,599 ) Total lease obligations $ 289,951 |
Warrants Outstanding (Tables)
Warrants Outstanding (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants Outstanding | ||
Schedule of Warrant Outstanding | The following warrants, were outstanding as of March 31, 2020: Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable $ 150.00 40,000 0.02 40,000 $ 102.88 3,902 0.03 3,902 $ 37.50 200,000 2.27 200,000 $ 102.88 48,975 0.42 48,975 Total 292,878 292,878 | |
Schedule of Warrants Activity | Below is a table summarizing the Company’s outstanding warrants for the years ended December 31, 2019 : Warrants Outstanding at December 31, 2014 Number of Shares Weighted Average, Exercise Price Weighted Average, Remaining term Granted 111,111 45 4.41 Exercised - - - Warrants Outstanding at December 31, 2015 111,111 45.00 4.41 Granted 40,000 150.00 - Exercised 4,444 45.00 - Warrants Outstanding at December 31, 2016 106,667 45.00 3.9 Granted 59,000 103.13 Exercised 66,667 45.00 Warrants Outstanding at December 31, 2017 99,000 122.00 3.14 Granted 1,682,110 4.50 Exercised 779,446 0.75 Warrants Outstanding at December 31, 2018 1,001,664 18.75 3.46 Granted - - Exercised 902,786 0.25 Warrants Outstanding at December 31, 2019 98,878 117.75 1.26 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Intangible Assets | Components of intangible assets were as follows, as of December 31: 2019 2018 Accumulated Gross Carrying Amortization and Net Carrying Gross Carrying Accumulated Net Carrying Amount Impairment Amount Amount Amortization Amount Customer lists $ 13,563,414 9,986,414 3,577,000 13,563,414 7,793,414 5,770,000 Software $ 425,064 417,843 7,221 425,064 417,028 8,036 Total intangible assets: $ 13,988,478 10,404,257 3,584,221 13,988,478 8,210,442 5,778,036 |
Schedule of Future Amortization of Intangible Assets | Our future amortization schedule is as follows: Year ending December 31, Amount 2020 2,075,610 2021 1,383,611 2022 125,000 Total $ 3,584,221 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Our goodwill was comprised of the following amounts for each of our acquisitions which we have deemed to be separate reporting units for purposes of evaluating our goodwill for impairment: December 31, December 31, 2019 2018 Ameri Arizona $ 5,450,000 $ 5,450,000 Ameri Georgia 3,470,522 3,470,522 Ameri California 4,809,248 4,809,248 Total $ 13,729,770 $ 13,729,770 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Compensation Plans | |
Schedule of Option Activity | The following table sets forth information regarding our equity compensation plans as of December 31, 2019: Options RSUs Shares of Stock Weighted Weighted No. of Average No of No of Average Options Price RSUs Shares Price Total Equity compensation plan total shares - - 80,000 Granted 6,000 66.75 3,328 0 0 9,328 Cancelled/expired 0 0 0 0 0 0 Balance outstanding as at December 31, 2015 6,000 66.75 3,328 0 0 0 Balance available under the plan as at December 31, 2015 0 0 0 0 0 70,672 Granted 39,028 169.75 20,307 0 0 59,335 Cancelled/expired 6,400 135.25 0 0 0 6,400 Balance outstanding as at December 31, 2016 38,628 159.5 23,635 0 0 0 Balance available under the plan as at December 31, 2016 0 0 0 0 0 17,737 Granted 11,400 140.5 3,045 7,944 64.5 22,389 Cancelled/Expired 3,616 163.5 7,633 0 0 11,249 Balance outstanding as at December 31, 2017 46,412 152.5 19,047 7,944 64.5 0 Balance available under the plan as at December 31, 2017 0 0 0 0 0 6,597 New pool added 0 0 0 0 0 80,000 Granted 74,480 36.75 5,675 0 0 80,155 Cancelled/expired 34,072 150 1,599 0 0 35,671 Balance available under the plan as at December 31, 2018 0 0 0 0 0 42,114 New pool added 0 0 0 0 0 0 Granted 0 0 0 0 0 0 Cancelled/expired 32,908 0 0 0 0 32,908 Balance available under the plan as at December 31, 2019 0 0 0 0 0 75,022 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Debt | The following summarizes our short-term debt balances as of December 31: 2019 2018 Notes outstanding under revolving credit facility $ 2,881,061 $ 3,950,681 Convertible note 1,000,000 1,250,000 Debentures 1,000,000 - Term loan - current maturities - 6,450 Total short-term debt $ 4,881,061 $ 5,207,131 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expense and other liabilities as of December 31, 2019 and December 31, 2018 consisted of the following: December 31,2019 December 31,2018 1 Salaries, commissions and other benefits payable 737,787 950,257 2 Professional & legal fees payable 148,743 109,246 3 Interest payable 219,204 172,466 4 Taxes Payable 648,460 182,298 5 Other liabilities 235,700 283,369 1,989,894 1,697,636 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax | The provision for income taxes consists of the following components for the years ended December 31: 2019 2018 Current: Federal and state $ 97,465 $ 125,356 Foreign 278,004 109,917 Total current provision/(benefit) 375,469 235,273 Deferred: Federal and state - - Foreign 13,188 24,478 Valuation allowance - 6,088,751 Total deferred expense (benefit) 13,188 6,113,229 Total income tax expense (benefit) $ 388,657 $ 6,348,502 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Schedule of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended March 31, 2020 Operating leases 90,449 Interest on lease liabilities 3,788 Total net lease cost 94,130 | The components of lease expense were as follows: Year Ended December 31, 2019 Operating leases 95,481 Interest on lease liabilities 3,788 Total net lease cost 99,269 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: March 31, 2020 Operating leases: Operating lease ROU assets $ 918,903 Current operating lease liabilities, included in current liabilities $ 186,389 Noncurrent operating lease liabilities, included in long-term liabilities 739,977 Total operating lease liabilities $ 926,366 | Supplemental balance sheet information related to leases was as follows: December 31, 2019 Operating leases: Operating lease ROU assets $ 286,162 Current operating lease liabilities, included in current liabilities $ 120,052 Noncurrent operating lease liabilities, included in long-term liabilities 169,897 Total operating lease liabilities $ 289,949 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Three Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 43,290 ROU assets obtained in exchange for lease liabilities: Operating leases $ 679,713 Weighted average remaining lease term (in years): Operating leases 5.8 Weighted average discount rate: Operating leases 7.25 % | Supplemental cash flow and other information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 85,591 ROU assets obtained in exchange for lease liabilities: Operating leases $ 371,754 Weighted average remaining lease term (in years): Operating leases 2.3 Weighted average discount rate: Operating leases 7.25 % |
Schedule of Maturity Payments of Operating Leases | Total future minimum payments required under the lease obligations as of March 31, 2020 are as follows: Twelve Months Ending December 31, 2020 $ 245,952 2021 253,875 2022 114,402 2023 117,830 2024 121,364 Thereafter 286,102 Total lease payments $ 1,139,525 Less: amounts representing interest (213,159 ) Total lease obligations $ 926,366 | Total future minimum payments required under the lease obligations as of December 31, 2019 are as follows: Twelve Months Ending December 31, 2020 $ 136,347 2021 141,507 2022 35,694 2023 - Total lease payments $ 313,550 Less: amounts representing interest (23,599 ) Total lease obligations $ 289,951 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value | The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2019: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability - - Contingent consideration - - - - Total - - $ - $ - The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of December 31, 2018: Level 1 Level 2 Level 3 Total Cash equivalents: $ - $ - $ $ - Warrant liability 4,189,388 4,189,388 Contingent consideration - - 605,223 605,223 Total - - $ 4,794,611 $ 4,794,611 |
Schedule of Fair Value Change in Levels | The following table presents the change in level 3 instruments: Closing balance December 31, 2018 4,794,611 Additions during the period $ - Paid/settlements (4,794,611 ) Total gains recognized in Statement of Operations - Closing balance December 31, 2019 $ - |
Revision of Prior Year Financ_2
Revision of Prior Year Financial Statements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
Schedule of Consolidated Financial Statements Previously | The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical condensed consolidated financial statements previously included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020: March 31, 2020 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 918,903 $ 918,903 Total Other Assets 16,892,220 918,903 17,811,123 Total Assets $ 27,136,179 $ 918,903 $ 28,055,082 Current Liabilities Current portion – operating lease liability $ - $ 186,389 $ 186,389 Total Current Liabilities 16,913,062 186,389 17,074,498 Long-term Liabilities Operating lease liability, net - 739,977 739,977 Total Long-term Liabilities - 739,977 739,977 Total Liabilities $ 16,913,062 $ 926,372 $ 17,814,498 Stockholders’ Equity Accumulated Deficit $ (42,400,593 ) $ (7,469 ) $ (42,408,062 ) Total Stockholders’ Equity 10,223,117 (7,469 ) 10,215,648 Total Liabilities and Stockholders’ Equity $ 27,136,179 $ 918,903 $ 28,055,082 For the three months ended March 31, 2020 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (160,060 ) $ (3,681 ) $ (163,741 ) Total other income (expenses) (160,060 ) (3,681 ) (163,741 Loss before income taxes (1,762,635 ) (3,681 ) (1,766,316 ) Net loss (1,784,527 ) (3,681 ) (1,788,208 ) Net loss attributable to common stockholders (1,892,362 ) (3,681 ) (1,896,043 ) Total comprehensive loss $ (1,927,865 ) $ (3,681 ) $ (1,931,546 ) Basic and diluted loss per share $ (0.60 ) $ - $ (0.60 ) Statements of Cash Flows Net loss $ (1,784,527 ) $ (3,681 ) $ (1,788,208 ) Amortization of right of use asset Net Cash Used in Operating Activities $ (2,293,105 ) $ - $ (2,293,105 ) For the three months ended March 31, 2020 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (1,784,527 ) $ (3,681 ) $ (1,788,208 ) Accumulated deficit ending balance $ (42,400,593 ) $ (7,469 ) $ (42,408,062 ) Total stockholders’ equity ending balance $ 10,223,117 $ (7,469 ) $ 10,215,648 | The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical consolidated financial statements previously included in the Company’s Annual Report for the year ended December 31, 2019 and the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2019 and September 30, 2019: December 31, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 286,161 $ 286,161 Total Other Assets 17,405,998 286,161 4,763,000 Total Assets $ 25,005,152 $ 286,161 $ 7,667,771 Current Liabilities Current portion – operating lease liability $ - $ 120,052 $ 120,052 Total Current Liabilities 14,383,605 120,052 14,503,657 Long-term Liabilities Operating lease liability, net - 169,897 169,897 Total Long-term Liabilities - 169,897 169,897 Total Liabilities $ 14,383,605 $ 289,949 $ 14,673,554 Stockholders’ Equity Accumulated Deficit $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total Stockholders’ Equity 10,621,547 (3,788 ) 10,617,764 Total Liabilities and Stockholders’ Equity $ 25,005,152 286,163 25,291,315 For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (691,138 ) $ (3,788 ) $ (694,926 ) Total other income (expenses) 1,109,576 (3,788 ) 1,105,788 Loss before income taxes (5,215,318 ) (3,788 ) (5,219,106 ) Net loss (5,603,975 ) (3,788 ) (5,607,763 ) Net loss attributable to common stockholders (6,029,978 ) (3,788 ) (6,033,766 ) Total comprehensive loss (6,056,963 ) (3,788 ) (6,060,751 ) Comprehensive loss attributable to Company $ (6,056,963 ) $ (3,788 ) $ (6,060,751 ) Basic and diluted loss per share $ (2.83 ) $ - $ (2.83 ) Statements of Cash Flows Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Amortization of right of use asset - 3,788 3,788 Net Cash Used in Operating Activities $ (2,453,123 ) $ - $ (2,453,123 ) For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Accumulated deficit ending balance $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total stockholders’ equity ending balance $ 10,621,547 $ (3,788 ) $ 10,617,764 F-49 The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical unaudited condensed consolidated balance sheets previously included in the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2019 and September 30, 2019: September 30, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 315,187 $ 315,187 Total Other Assets 18,511,902 315,187 18,827,089 Total Assets $ 29,477,833 $ 315,187 $ 29,793,020 Current Liabilities Current portion – operating lease liability $ - $ 116,665 $ 116,665 Total Current Liabilities 14,365,829 116,665 14,482,494 Long-term Liabilities Operating lease liability, net - 198,522 198,522 Total Long-term Liabilities 4,251,103 198,522 4,449,625 Total Liabilities $ 18,616,932 $ 315,187 $ 18,932,119 Stockholders’ Equity Accumulated Deficit $ (37,806,731 ) $ - $ (37,806,731 ) Total Stockholders’ Equity 10,860,901 - 10,860,901 Total Liabilities and Stockholders’ Equity $ 29,477,833 $ 315,187 $ 29,793,020 June 30, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 343,715 $ 343,715 Total Other Assets 17,967,963 343,715 18,311,678 Total Assets $ 26,656,309 $ 343,715 $ 27,000,024 Current Liabilities Current portion – operating lease liability $ - $ 113,338 $ 113,338 Total Current Liabilities 13,408,946 113,338 13,522,284 Long-term Liabilities Operating lease liability, net - 230,377 230,377 Total Long-term Liabilities - 230,377 230,377 Total Liabilities $ 13,408,946 $ 343,715 $ 13,752,661 Stockholders’ Equity Accumulated Deficit $ (37,872,197 ) $ - $ (37,872,197 ) Total Stockholders’ Equity 13,247,363 - 13,247,363 Total Liabilities and Stockholders’ Equity $ 26,656,309 $ 343,715 $ 27,000,024 |
Description of Business (Detail
Description of Business (Details Narrative) | Jan. 10, 2020 |
Stock Purchase Agreement [Member] | |
Equity method investment, ownership percentage | 100.00% |
Description of Business (Deta_2
Description of Business (Details Narrative) (10-K) - USD ($) | Nov. 25, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Reverse stock split description | A 1-for-25 reverse share split | ||||||
Common stock, shares issued | 62,800,000 | 3,246,705 | 2,522,095 | 1,693,165 | |||
Common stock, shares outstanding | 62,800,000 | 3,246,705 | 2,522,095 | 1,693,165 | |||
Net loss | $ (1,788,208) | $ (1,859,972) | $ (5,607,763) | $ (16,897,516) | |||
Accumulated deficit | (42,408,062) | (40,512,019) | (34,478,253) | $ (37,806,731) | $ (37,872,197) | ||
Cash and cash equivalents | $ 1,267,352 | 431,400 | $ 1,371,331 | ||||
Loans and convertible notes due to third parties | $ 4,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | |
Operating lease right-use-of-asset | $ 286,161 | $ 918,903 | $ 315,187 | $ 343,715 | $ 371,754 | |
Operating lease liability | $ 289,949 | $ 926,366 | $ 371,754 | |||
Revenue [Member] | ||||||
Concentration of risk percentage | 48.00% | 39.00% | ||||
Revenue [Member] | Customer One [Member] | ||||||
Concentration of risk percentage | 14.00% | 14.00% | ||||
Revenue [Member] | Customer Two [Member] | ||||||
Concentration of risk percentage | 13.00% | 10.00% | ||||
Revenue [Member] | Customer Three [Member] | ||||||
Concentration of risk percentage | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 9,602,528 | $ 10,686,196 | $ 39,914,675 | $ 42,998,280 |
ATGC India | ||||
Total revenue | 309,598 | 496,203 | ||
Ameri 100 California [Member] | ||||
Total revenue | 11,200,756 | 11,409,871 | ||
Ameri 100 Arizona [Member] | ||||
Total revenue | 7,163,666 | 13,528,412 | ||
Ameri 100 Canada [Member] | ||||
Total revenue | 706,083 | 1,049,754 | ||
Ameri 100 Georgia [Member] | ||||
Total revenue | 12,937,677 | 12,541,132 | ||
Bigtech Software [Member] | ||||
Total revenue | 315,358 | 840,338 | ||
Ameri 100 Consulting Pvt Ltd [Member] | ||||
Total revenue | 19,191 | 19,191 | ||
Ameri Partners [Member] | ||||
Total revenue | $ 7,108,838 | $ 3,117,728 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) (10-K) - USD ($) | Sep. 19, 2019 | Aug. 21, 2018 | Jul. 30, 2018 | Jul. 25, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Jun. 22, 2018 |
Changes in fair value of warrants liability | $ 450,267 | $ (1,796,174) | $ 2,760,819 | ||||||||
Series A Preferred Stock [Member] | |||||||||||
Fair value of warrant liability | 1,712,000 | ||||||||||
Amendment Warrants [Member] | Option Pricing Model [Member] | |||||||||||
Fair value expected term | 5 years | ||||||||||
Fair value expected volatility | 111.80% | ||||||||||
Fair value risk free interest rate | 2.37% | ||||||||||
Fair value expected dividend yield | 0.00% | ||||||||||
Purchaser Warrant [Member] | |||||||||||
Fair value of warrant liability | 1,429,000 | ||||||||||
Changes in fair value of warrants liability | $ 61,715 | $ 2,760,819 | |||||||||
Number of shares issued upon warrants exercise | 271,972 | ||||||||||
Proceeds from warrants exercises | $ 2,123,425 | ||||||||||
Purchaser Warrant [Member] | Option Pricing Model [Member] | |||||||||||
Fair value expected term | 5 years | ||||||||||
Fair value expected volatility | 111.80% | ||||||||||
Fair value risk free interest rate | 2.37% | ||||||||||
Fair value expected dividend yield | 0.00% | ||||||||||
Initial Securities Purchase Agreement [Member] | Initial Purchasers [Member] | |||||||||||
Number of common shares issued | 130,000 | 200,000 | |||||||||
Total consideration | $ 6,000,000 | ||||||||||
Initial Securities Purchase Agreement [Member] | Initial Purchasers [Member] | Warrant [Member] | |||||||||||
Warrants to purchase common stock | 160,000 | ||||||||||
Purchase Agreement [Member] | Purchasers [Member] | |||||||||||
Number of common shares issued | 20,017 | ||||||||||
Total consideration | $ 600,000 | ||||||||||
Initial price per share | $ 30 | ||||||||||
Purchase Agreement [Member] | Purchasers [Member] | Price Adjustment [Member] | |||||||||||
Initial price per share | $ 0.29 | ||||||||||
Share price adjustment, description | The per share purchase price (through the pre-funded Warrants) and Warrant exercise price was automatically adjusted lower (the "Price Adjustment") to 80% (with respect to the purchase price of the Common Stock) and 110% (with respect to the exercise price of the Warrants) of the lowest of the average daily prices on the 6 trading days following each of: (i) the date our stockholders approved the Private Placement transaction (such approval was obtained on September 27, 2018) and (ii) the date a registration statement covering the resale of securities being issued in the Private Placement was declared effective by the Securities and Exchange Commission (the "SEC") (such registration statement on Form S-1, file no. 333-227011, was declared effective on October 23, 2018 (the "Effective Registration")). | ||||||||||
Number of shares registered under effective registration as issued or issuable | 910,345 | ||||||||||
Number of shares issuable under purchaser warrants | 901,766 | ||||||||||
Purchase Agreement [Member] | Purchasers [Member] | Warrant [Member] | |||||||||||
Warrants to purchase common stock | 16,013 | ||||||||||
Warrant exercise price per share | $ 40 | ||||||||||
Purchase Agreement [Member] | Purchaser Warrant [Member] | |||||||||||
Warrants to purchase common stock | 176,013 | ||||||||||
Warrant exercise price per share | $ 40 | ||||||||||
Aggregate exercise price of warrants | $ 7,040,534 | ||||||||||
Beneficially owned equity percentage, description | Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable | ||||||||||
Exchange Agreements [Member] | Purchasers [Member] | |||||||||||
Number of common shares issued | 409,365 | ||||||||||
Changes in fair value of warrants liability | $ 733,470 | ||||||||||
Remaining warrant liability | $ 4,984,573 | ||||||||||
2018 Preferred Stock Amendment [Member] | |||||||||||
Warrant exercise price per share | $ 1.50 | ||||||||||
2018 Preferred Stock Amendment [Member] | Series A Preferred Stock [Member] | |||||||||||
Number of common shares issued | 15,325 | ||||||||||
Warrants to purchase common stock | 200,000 | ||||||||||
Liquidation percentage | 2.00% | ||||||||||
Warrant description | The Amendment Warrants are only exercisable for cash, with an exercise price of $1.50 per share, for five years from the date of issuance. In the event that the closing price of our common stock is $2.00 or higher for ten trading days out of a fifteen consecutive trading day period, the Company shall have the option, in its sole discretion, to elect to accelerate the termination date of the Amendment Warrants to such date that is 30 days (or more, in the Company's sole discretion) following the date of such election. | ||||||||||
2018 Preferred Stock Amendment [Member] | Series A Preferred Stock [Member] | Minimum [Member] | |||||||||||
Voting power percentage | 70.00% |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | Mar. 10, 2017 | Sep. 22, 2016 | Jul. 29, 2016 | Jun. 23, 2016 | Dec. 31, 2017 | Jan. 31, 2019 | Jul. 22, 2016 | Nov. 20, 2015 |
Ameri Georgia [Member] | ||||||||
Business acquisition, purchase price | $ 9,900,000 | |||||||
Business acquisition, allocated net working capital | 4,600,000 | |||||||
Business acquisition, intangible assets | $ 1,800,000 | |||||||
Bigtech Software Private Limited [Member] | ||||||||
Business acquisition, purchase price | $ 900,000 | |||||||
Business acquisition, consideration payable, cash | $ 340,000 | 850,000 | ||||||
Earn-out payments, cash | $ 255,000 | |||||||
Virtuoso [Member] | ||||||||
Business acquisition, purchase price | $ 1,800,000 | |||||||
Business acquisition, intangible assets | $ 900,000 | |||||||
Earn-out payments, cash | $ 6,000 | |||||||
Earn-out payments, shares | 12,408 | |||||||
Ameri Arizona [Member] | ||||||||
Business acquisition, purchase price | $ 15,800,000 | |||||||
Business acquisition, intangible assets | 5,400,000 | |||||||
Ameri Arizona [Member] | DC&M Partners, LLC [Member] | ||||||||
Business acquisition, purchase price | 1,500,000 | |||||||
Earn-out payments, cash | $ 1,500,000 | |||||||
Equity method investment, ownership percentage | 100.00% | |||||||
Ameri Arizona [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | ||||||||
Business acquisition, consideration payable, cash | $ 3,000,000 | |||||||
Ameri California [Member] | ||||||||
Business acquisition, purchase price | $ 8,800,000 | |||||||
Business acquisition, intangible assets | 3,800,000 | |||||||
Ameri California [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | ||||||||
Business acquisition, consideration payable, cash | $ 1,000,000 | |||||||
Earn-out payments, cash | $ 605,000 | |||||||
Earn-out payments, shares | 11,334 | |||||||
Ameri California [Member] | ATCG Technology Solutions [Member] | ||||||||
Business acquisition, purchase price | $ 8,800,000 | |||||||
Earn-out payments, cash | $ 1,200,000 | |||||||
Equity method investment, ownership percentage | 100.00% |
Business Combinations (Detail_2
Business Combinations (Details Narrative) (10-K) - USD ($) | Feb. 04, 2019 | Oct. 04, 2018 | Jul. 30, 2018 | Mar. 10, 2017 | Sep. 22, 2016 | Jul. 29, 2016 | Jun. 23, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 | Jul. 22, 2016 | Nov. 20, 2015 |
Number of common stock shares issued, value | $ 605,223 | |||||||||||
Ameri Georgia [Member] | ||||||||||||
Business acquisition, purchase price | $ 9,900,000 | |||||||||||
Business acquisition, net working capital | 4,600,000 | |||||||||||
Business acquisition, intangible assets | $ 1,800,000 | |||||||||||
Bigtech Software Private Limited [Member] | ||||||||||||
Business acquisition, purchase price | $ 900,000 | |||||||||||
Business acquisition, consideration payable, cash | $ 340,000 | $ 850,000 | ||||||||||
Number of warrants to purchase common stock | 2,040 | |||||||||||
Number of warrants to purchase common stock, value | $ 250,000 | |||||||||||
Closing price | $ 162.75 | |||||||||||
Warrants exercisable term | 2 years | |||||||||||
Earn-out payments, cash | $ 255,000 | |||||||||||
Bigtech Software Private Limited [Member] | Shareholder [Member] | ||||||||||||
Earn-out payments, shares | 2,903 | |||||||||||
Virtuoso [Member] | ||||||||||||
Business acquisition, purchase price | $ 1,800,000 | |||||||||||
Business acquisition, intangible assets | $ 900,000 | |||||||||||
Earn-out payments, cash | $ 6,000 | |||||||||||
Earn-out payments, shares | 12,408 | |||||||||||
Ameri Arizona [Member] | ||||||||||||
Business acquisition, purchase price | $ 15,800,000 | |||||||||||
Business acquisition, intangible assets | 5,400,000 | |||||||||||
Number of common stock shares issued | 22,400 | |||||||||||
Ameri Arizona [Member] | Four Equal Monthly Installments [Member] | ||||||||||||
Considered amount from contingent consideration | $ 200,000 | |||||||||||
Ameri Arizona [Member] | DC&M Partners, LLC [Member] | ||||||||||||
Business acquisition, purchase price | 1,500,000 | |||||||||||
Earn-out payments, cash | $ 1,500,000 | |||||||||||
Equity method investment, ownership percentage | 100.00% | |||||||||||
Share price, per share | $ 162.75 | |||||||||||
Ameri Arizona [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | ||||||||||||
Business acquisition, consideration payable, cash | $ 3,000,000 | |||||||||||
Number of common stock shares issued | 64,000 | |||||||||||
Number of common stock shares issued, value | $ 10,400,000 | |||||||||||
Proceeds from issuance of common stock ,per share | 60 | |||||||||||
Ameri Arizona [Member] | Two Former Members [Member] | ||||||||||||
Business acquisition, cash payment | $ 2,496,000 | |||||||||||
Ameri California [Member] | ||||||||||||
Business acquisition, purchase price | $ 8,800,000 | |||||||||||
Business acquisition, intangible assets | 3,800,000 | |||||||||||
Ameri California [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | ||||||||||||
Business acquisition, consideration payable, cash | $ 1,000,000 | |||||||||||
Earn-out payments, cash | $ 605,000 | |||||||||||
Earn-out payments, shares | 11,334 | |||||||||||
Number of common stock shares issued | 23,077 | |||||||||||
Number of common stock shares issued, value | $ 3,800,000 | |||||||||||
Business acquisition, cash payment | 60,000 | |||||||||||
Proceeds from unsecured promissory debt | $ 3,750,000 | |||||||||||
Maturity date | Jun. 30, 2018 | |||||||||||
Ameri California [Member] | ATCG Technology Solutions [Member] | ||||||||||||
Business acquisition, purchase price | $ 8,800,000 | |||||||||||
Earn-out payments, cash | $ 1,200,000 | |||||||||||
Equity method investment, ownership percentage | 100.00% | |||||||||||
Interest rate | 6.00% |
Business Combinations - Summary
Business Combinations - Summary of Foregoing Acquisitions (Details) - USD ($) | Mar. 10, 2017 | Jul. 29, 2016 | Jul. 22, 2016 | Jun. 23, 2016 | Nov. 20, 2015 |
Ameri Georgia [Member] | |||||
Intangible Assets | $ 1,800,000 | ||||
Goodwill | 3,500,000 | ||||
Cash | 1,400,000 | ||||
Accounts Receivable | 5,600,000 | ||||
Other Assets | 200,000 | ||||
Current Assets, total | 7,300,000 | ||||
Accounts Payable | 1,300,000 | ||||
Accrued Expenses & Other Current Liabilities | 1,300,000 | ||||
Current Assets, total | 2,700,000 | ||||
Net Working Capital Acquired | 4,600,000 | ||||
Total Purchase Price | $ 9,900,000 | ||||
Bigtech Software Private Limited [Member] | |||||
Intangible Assets | $ 600,000 | ||||
Goodwill | 300,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Assets, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 900,000 | ||||
Virtuoso [Member] | |||||
Intangible Assets | $ 900,000 | ||||
Goodwill | 900,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Assets, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 1,800,000 | ||||
Ameri Arizona [Member] | |||||
Intangible Assets | $ 5,400,000 | ||||
Goodwill | 10,400,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Assets, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 15,800,000 | ||||
Ameri California [Member] | |||||
Intangible Assets | $ 3,800,000 | ||||
Goodwill | 5,000,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Assets, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 8,800,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses of intangible assets | $ 500,000 | $ 600,000 | $ 2,300,000 | $ 2,900,000 |
Intangible Assets (Details Na_2
Intangible Assets (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 500,000 | $ 600,000 | $ 2,300,000 | $ 2,900,000 |
Intangible asset description | This amortization expense relates to customer lists which expire through 2022. | |||
impairment charge of intangible asset | $ 0 | $ 900,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Components of Intangible Assets (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Gross Carrying Amount | $ 13,988,478 | $ 13,988,478 |
Accumulated Amortization and Impairment | 10,404,257 | 8,210,442 |
Net Carrying Amount | 3,584,221 | 5,778,036 |
Customer Lists [Member] | ||
Gross Carrying Amount | 13,563,414 | 13,563,414 |
Accumulated Amortization and Impairment | 9,986,414 | 7,793,414 |
Net Carrying Amount | 3,577,000 | 5,770,000 |
Software [Member] | ||
Gross Carrying Amount | 425,064 | 425,064 |
Accumulated Amortization and Impairment | 417,843 | 417,028 |
Net Carrying Amount | $ 7,221 | $ 8,036 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 2,075,610 | |
2021 | 1,383,611 | |
2022 | 125,000 | |
Total | $ 3,584,221 | $ 5,778,036 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 13,729,770 | $ 13,729,770 | $ 13,729,770 |
Goodwill (Details Narrative) (1
Goodwill (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment charges on goodwill | $ 8,200,000 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) (10-K) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 13,729,770 | $ 13,729,770 | $ 13,729,770 |
Ameri Arizona [Member | |||
Total | 5,450,000 | 5,450,000 | |
Ameri Georgia [Member | |||
Total | 3,470,522 | 3,470,522 | |
Ameri California [Member | |||
Total | $ 4,809,248 | $ 4,809,248 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) (10-K) - USD ($) | Apr. 20, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of common stock for award grants | 0 | 80,155 | 22,389 | 59,335 | 9,328 | |
Share-based compensation expense | $ 1,200,000 | $ 600,000 | ||||
Unamortized share based compensation expenses | $ 70,000 | |||||
2015 Equity Incentive Award Plan [Member] | ||||||
Issuance of common stock for award grants | 160,000 |
Equity Compensation Plans (Deta
Equity Compensation Plans (Details Narrative) (10-K) - Options [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Expected term | 3 years 2 months 30 days |
Expected volatility | 111.80% |
Risk-free interest rate | 0.57% |
Expected dividend yield | 0.00% |
Equity Compensation Plans - Sch
Equity Compensation Plans - Schedule of Option Activity (Details) (10-K) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options, Outstanding Beginning Balance | 0 | 0 | 0 | 80,000 | |
Option available Outstanding Beginning balance | 42,114 | 6,597 | 17,737 | 70,672 | |
Number of Options, Granted | 0 | 80,155 | 22,389 | 59,335 | 9,328 |
Number of Options, Cancelled/expired | 32,908 | 35,671 | 11,249 | 6,400 | 0 |
Number of Options, New pool added | 0 | 80,000 | |||
Number of Options, Outstanding Ending Balance | 75,022 | 0 | 0 | 0 | |
Option available Outstanding Ending balance | 42,114 | 6,597 | 17,737 | 70,672 | |
Options [Member] | |||||
Number of Options, Outstanding Beginning Balance | 46,412 | 38,628 | 6,000 | ||
Option available Outstanding Beginning balance | 0 | 0 | 0 | 0 | |
Number of Options, Granted | 0 | 74,480 | 11,400 | 39,028 | 6,000 |
Number of Options, Cancelled/expired | 32,908 | 34,072 | 3,616 | 6,400 | 0 |
Number of Options, New pool added | 0 | 0 | |||
Number of Options, Outstanding Ending Balance | 0 | 46,412 | 38,628 | 6,000 | |
Option available Outstanding Ending balance | 0 | 0 | 0 | 0 | 0 |
Weighted Average Price, Beginning Balance | $ 152.5 | $ 159.5 | $ 66.75 | ||
Weighted Average Price Available, Beginning balance | $ 0 | 0 | 0 | 0 | |
Weighted Average Price, Granted | 0 | 36.75 | 140.5 | 169.75 | 66.75 |
Weighted Average Price, Cancelled/expired | 0 | 150 | 163.5 | 135.25 | 0 |
Weighted Average Price, New pool added | 0 | 0 | |||
Weighted Average Price, Ending Balance | 0 | 152.5 | 159.5 | 66.75 | |
Weighted Average Price Available, Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted Stock Units [Member] | |||||
Number of Options, Outstanding Beginning Balance | 19,047 | 23,635 | 3,328 | ||
Option available Outstanding Beginning balance | 0 | 0 | 0 | 0 | |
Number of Options, Granted | 0 | 5,675 | 3,045 | 20,307 | 3,328 |
Number of Options, Cancelled/expired | 0 | 1,599 | 7,633 | 0 | 0 |
Number of Options, New pool added | 0 | 0 | |||
Number of Options, Outstanding Ending Balance | 0 | 19,047 | 23,635 | 3,328 | |
Option available Outstanding Ending balance | 0 | 0 | 0 | 0 | 0 |
Shares of Stock [Member] | |||||
Number of Options, Outstanding Beginning Balance | 7,944 | 0 | 0 | ||
Option available Outstanding Beginning balance | 0 | 0 | 0 | 0 | |
Number of Options, Granted | 0 | 0 | 7,944 | 0 | 0 |
Number of Options, Cancelled/expired | 0 | 0 | 0 | 0 | 0 |
Number of Options, New pool added | 0 | 0 | |||
Number of Options, Outstanding Ending Balance | 0 | 7,944 | 0 | 0 | |
Option available Outstanding Ending balance | 0 | 0 | 0 | 0 | 0 |
Weighted Average Price, Beginning Balance | $ 64.5 | $ 0 | $ 0 | ||
Weighted Average Price Available, Beginning balance | $ 0 | 0 | 0 | 0 | |
Weighted Average Price, Granted | 0 | 0 | 64.5 | 0 | 0 |
Weighted Average Price, Cancelled/expired | 0 | 0 | 0 | 0 | 0 |
Weighted Average Price, New pool added | 0 | 0 | |||
Weighted Average Price, Ending Balance | 0 | 64.5 | 0 | 0 | |
Weighted Average Price Available, Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Net Income (loss) attributable to common stock holders | $ (1,896,043) | $ (1,965,677) | $ (6,033,766) | $ (19,480,701) |
Interest expense on 2017 Notes, net of taxes | ||||
Net income (loss) attributable to common stockholders - as reported | (1,892,362) | (1,965,677) | (6,029,978) | (19,480,701) |
Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares | $ (1,892,362) | $ (1,965,677) | $ (6,029,978) | $ (19,480,701) |
Basic shares | 3,175,040 | 1,807,403 | 2,128,806 | 951,601 |
Dilutive effect of Equity Awards | ||||
Dilutive effect of 2017 Notes | ||||
Diluted shares | 3,175,040 | 1,807,403 | 2,128,806 | 951,601 |
Income (loss) per share - basic: | $ (0.60) | $ (1.09) | $ (2.83) | $ (20.47) |
Income (loss) per share - diluted: | $ (0.60) | $ (1.09) | $ (2.83) | $ (20.47) |
Incentive Plan Items (Details N
Incentive Plan Items (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Incentive Plan Items | ||
Stock compensation expenses | $ 19,810 | $ 300,000 |
Bank Debt (Details Narrative)
Bank Debt (Details Narrative) - USD ($) | Jan. 23, 2019 | Mar. 31, 2020 |
Debt instrument, face amount | $ 4,500,000 | |
Loan Agreement [Member] | ||
Interest Payable | $ 2,000,000 | |
Facility fee amount | $ 50,000 | |
Facility fee percentage | 0.125% | |
Loan Agreement [Member] | North Mill Capital LLC [Member] | ||
Debt instrument, term | 1 year | |
Proceeds from initial advance | $ 2,850,000 | |
Line of Credit Facility, Description | Borrowings under the Credit Facility accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). |
Debt (Details Narrative) (10-K)
Debt (Details Narrative) (10-K) - USD ($) | Jan. 23, 2019 | Dec. 31, 2019 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from initial advance | $ 2,850,000 | |
5% Convertible Unsecured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance | $ 1,000,000 | |
Debt instrument, interest rate | 5.00% | |
Debt conversion price per share | $ 0.01 | |
8% Convertible Unsecured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance | $ 1,000,000 | |
Debt instrument, interest rate | 8.00% | |
Maturity date | Mar. 31, 2020 | |
Debt interest rate in case of default | 10.00% | |
Value of conversion price | $ 70 | |
North Mill Capital LLC [Member] | ||
Debt Instrument [Line Items] | ||
Additional term loan period | 1 year | |
Period for renewing the loan agreement | 2 years | |
Wells Fargo Bank, National Association [Member] | ||
Debt Instrument [Line Items] | ||
Accrued interest percentage on debt instrument | 1.75% | |
Line of credit facility interest rate | 7.25% | |
Monthly interest paid | $ 2,000,000 | |
Facility fee amount | $ 50,000 | |
Facility fee percentage | 0.125% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount outstanding | 2,900,000 | |
Repayment of debt | 2,750,000 | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount outstanding | $ 8,000,000 |
Debt - Schedule of Short Term D
Debt - Schedule of Short Term Debt (10-K) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total short-term debt | $ 4,881,061 | $ 5,207,131 |
Notes Outstanding Under Revolving Credit Facility [Member] | ||
Total short-term debt | 2,881,061 | 3,950,681 |
Convertible Debt [Member] | ||
Total short-term debt | 1,000,000 | 1,250,000 |
Debentures [Member] | ||
Total short-term debt | 1,000,000 | |
Term Loan - Current Maturities [Member] | ||
Total short-term debt | $ 6,450 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Salaries, commissions and other benefits payable | $ 737,787 | $ 950,257 |
Professional & legal fees payable | 148,743 | 109,246 |
Interest payable | 219,204 | 172,466 |
Taxes Payable | 648,460 | 182,298 |
Other liabilities | 235,700 | 283,369 |
Accrued expense and other liabilities, total | $ 1,989,894 | $ 1,697,636 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plan | |
Employer matching contribution percentage, first portion | 100.00% |
Employee contribution percentage, first portion | 3.00% |
Employer matching contribution percentage, second portion | 50.00% |
Employee contribution percentage, second portion | 2.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expenses, current | $ 375,469 | $ 235,273 |
Effective tax rate, percentage | 21.00% | |
Corporate income tax rate | 0.21 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax (10-K) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current: Federal and state | $ 97,465 | $ 125,356 | ||
Current: Foreign | 278,004 | 109,917 | ||
Total current provision/(benefit) | 375,469 | 235,273 | ||
Current: Federal and state | ||||
Deferred: Foreign | 13,188 | 24,478 | ||
Deferred: Valuation allowance | 6,088,751 | |||
Total deferred expense (benefit) | 13,188 | 6,113,229 | ||
Total income tax expense (benefit) | $ 21,892 | $ (31,211) | $ 388,657 | $ 6,348,502 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - 8% Convertible Unsecured Promissory Notes [Member] | Mar. 07, 2017USD ($)Integer$ / shares | Mar. 31, 2019USD ($) | Jan. 14, 2020USD ($) | Nov. 25, 2019USD ($) |
Debt instrument, interest rate | 8.00% | |||
Proceeds from sale of convertible note payable | $ 1,250,000 | |||
Number of accredited investors | Integer | 4 | |||
Debt instrument, maturity date | Mar. 31, 2020 | |||
Interest rate in case of default | 10.00% | |||
Repayment of debt | $ 250,000 | |||
Conversation price | $ / shares | $ 2.80 | |||
First Debenture [Member] | ||||
Debt instrument, interest rate | 5.00% | |||
Conversation price | $ / shares | $ 2.725 | |||
First Debenture [Member] | Securities Purchase Agreement [Member] | ||||
Convertible debenture | $ 1,000,000 | |||
Second Debenture [Member] | ||||
Debt instrument, interest rate | 5.00% | |||
Conversation price | $ / shares | $ 2.725 | |||
Second Debenture [Member] | Securities Purchase Agreement [Member] | ||||
Convertible debenture | $ 500,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease expiration, description under ASU 840 | The Company also leases office space in various locations with expiration dates between 2020 and 2027. | The Company also leases office space in various locations with expiration dates between 2016 and 2020. | ||||
Rent expense under ASU 840 | $ 90,449 | $ 70,219 | ||||
Lease expiration, description | The Company also leases office space in various locations with expiration dates between 2016 and 2020. | |||||
Rent expense | $ 90,449 | $ 70,219 | $ 340,000 | $ 260,000 | ||
Dallas Office [Member] | ||||||
Lease expiration, description under ASU 840 | The Company entered into a lease agreement for its Dallas office with expiration date 2027. | |||||
Lease expiration, description | The Company entered into a lease agreement for its Dallas office with expiration date 2027. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases | $ 90,449 | $ 95,481 |
Interest on lease liabilities | 3,788 | 3,788 |
Total net lease cost | $ 94,130 | $ 99,269 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Operating lease ROU assets | $ 918,903 | $ 286,161 | $ 315,187 | $ 343,715 | $ 371,754 | |
Current operating lease liabilities, included in current liabilities | 186,389 | 120,052 | 116,665 | 113,338 | ||
Noncurrent operating lease liabilities, included in long-term liabilities | 739,977 | 169,897 | $ 198,522 | $ 230,377 | ||
Total operating lease liabilities | $ 926,366 | $ 289,949 | $ 371,754 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 43,290 | $ 85,591 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 679,713 | $ 371,754 |
Weighted average remaining lease term (in years): Operating leases | 5 years 9 months 18 days | 2 years 3 months 19 days |
Weighted average discount rate: Operating leases | 7.25% | 7.25% |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Payments of Operating Leases (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
2020 | $ 245,952 | ||
2021 | 253,875 | $ 136,347 | |
2022 | 114,402 | 141,507 | |
2023 | 117,830 | 35,694 | |
2024 | 121,364 | ||
Thereafter | 286,102 | ||
Total lease payments | 1,139,525 | 313,550 | |
Less: amounts representing interest | (213,159) | (23,599) | |
Total lease obligations | $ 926,366 | $ 289,949 | $ 371,754 |
Warrants Outstanding - Schedule
Warrants Outstanding - Schedule of Warrant Outstanding (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Warrants outstanding | 292,878 |
Warrants exercisable | 292,878 |
Exercise Price One [Member] | |
Warrants exercise price | $ / shares | $ 150 |
Warrants outstanding | 40,000 |
Warrants weighted average remaining contractual life (Years) | 7 days |
Warrants exercisable | 40,000 |
Exercise Price Two [Member] | |
Warrants exercise price | $ / shares | $ 102.88 |
Warrants outstanding | 3,902 |
Warrants weighted average remaining contractual life (Years) | 11 days |
Warrants exercisable | 3,902 |
Exercise Price Three [Member] | |
Warrants exercise price | $ / shares | $ 37.50 |
Warrants outstanding | 200,000 |
Warrants weighted average remaining contractual life (Years) | 2 years 3 months 8 days |
Warrants exercisable | 200,000 |
Exercise Price Four [Member] | |
Warrants exercise price | $ / shares | $ 102.88 |
Warrants outstanding | 48,975 |
Warrants weighted average remaining contractual life (Years) | 5 months 1 day |
Warrants exercisable | 48,975 |
Warrants Outstanding - Schedu_2
Warrants Outstanding - Schedule of Warrants Activity (Details) (10-K) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants Outstanding | |||||
Number of Warrants Outstanding, Beginning Balance | 1,001,664 | 99,000 | 106,667 | 111,111 | |
Number of Warrants Outstanding, Granted | 1,682,110 | 59,000 | 40,000 | 111,111 | |
Number of Warrants Outstanding, Exercised | 902,786 | 779,446 | 66,667 | 4,444 | |
Number of Warrants Outstanding, Ending Balance | 98,878 | 1,001,664 | 99,000 | 106,667 | 111,111 |
Weighted Average Exercise Price, Beginning Balance | $ 18.75 | $ 122 | $ 45 | $ 45 | |
Weighted Average Exercise Price, Granted | 4.50 | 103.13 | 150 | 45 | |
Weighted Average Exercise Price, Exercised | 0.25 | 0.75 | 45 | 45 | |
Weighted Average Exercise Price, Ending Balance | $ 117.75 | $ 18.75 | $ 122 | $ 45 | $ 45 |
Weighted Average Remaining term, Beginning | 3 years 5 months 16 days | 3 years 1 month 20 days | 3 years 10 months 25 days | 4 years 4 months 28 days | 0 years |
Weighted Average Remaining term, Granted | 0 years | 0 years | 0 years | 0 years | 4 years 4 months 28 days |
Weighted Average Remaining term, Ending | 1 year 3 months 4 days | 3 years 5 months 16 days | 3 years 1 month 20 days | 3 years 10 months 25 days | 4 years 4 months 28 days |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - shares | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2016 |
Preferred stock, shares issued | 424,938 | 424,938 | 420,720 | |
Preferred stock, shares outstanding | 424,938 | 424,938 | 420,720 | |
Series A Preferred Stock [Member] | Exchange Agreement [Member] | ||||
Shares cancelled | 363,611 | |||
Preferred stock, shares outstanding | 424,938 | |||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | Preferred Dividends [Member] | ||||
Preferred stock, shares issued | 61,327 |
Secured Note (Details Narrative
Secured Note (Details Narrative) - Purchase Agreement [Member] | Feb. 27, 2020USD ($) |
Proceeds from sale | $ 1,000,000 |
Debt instrument, interest rate | 7.25% |
Debt instrument, maturity date | Aug. 31, 2020 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease expiration, description | The Company also leases office space in various locations with expiration dates between 2020 and 2027. | The Company also leases office space in various locations with expiration dates between 2016 and 2020. | |||
Rent expense | $ 90,449 | $ 70,219 | $ 340,000 | $ 260,000 | |
Dallas Office [Member] | |||||
Lease expiration, description | The Company entered into a lease agreement for its Dallas office with expiration date 2027. |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating leases | $ 90,449 | $ 95,481 |
Interest on lease liabilities | 3,788 | 3,788 |
Total net lease cost | $ 94,130 | $ 99,269 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) (10-K) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||||
Operating lease ROU assets | $ 918,903 | $ 286,161 | $ 315,187 | $ 343,715 | $ 371,754 | |
Current operating lease liabilities, included in current liabilities | 186,389 | 120,052 | 116,665 | 113,338 | ||
Noncurrent operating lease liabilities, included in long-term liabilities | 739,977 | 169,897 | $ 198,522 | $ 230,377 | ||
Total operating lease liabilities | $ 926,366 | $ 289,949 | $ 371,754 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 43,290 | $ 85,591 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 679,713 | $ 371,754 |
Weighted average remaining lease term (in years): Operating leases | 5 years 9 months 18 days | 2 years 3 months 19 days |
Weighted average discount rate: Operating leases | 7.25% | 7.25% |
Leases - Schedule of Maturity P
Leases - Schedule of Maturity Payments of Operating Leases (Details) (10-K) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
2020 | $ 253,875 | $ 136,347 | |
2021 | 114,402 | 141,507 | |
2022 | 117,830 | 35,694 | |
2023 | 121,364 | ||
Total lease payments | 1,139,525 | 313,550 | |
Less: amounts representing interest | (213,159) | (23,599) | |
Total lease obligations | $ 926,366 | $ 289,949 | $ 371,754 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets Measured at Fair Value (10-K) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant liability | $ 4,189,388 | |
Contingent consideration | 605,223 | |
Total | 4,794,611 | |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant liability | ||
Contingent consideration | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Warrant liability | ||
Contingent consideration | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Warrant liability | 4,189,388 | |
Contingent consideration | 605,223 | |
Total | $ 4,794,611 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value Change in Levels (10-K) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Opening balance | $ 4,794,611 |
Additions during the period | |
Paid/settlements | (4,794,611) |
Total gains recognized in Statement of Operations | |
Closing balance |
Revision of Prior Year Financ_3
Revision of Prior Year Financial Statements - Schedule of Consolidated Financial Statements Previously (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2017 | |
Operating lease right of use asset, net | $ 918,903 | $ 286,161 | $ 315,187 | $ 343,715 | $ 371,754 | |||
Total Other Assets | 17,811,123 | 17,692,161 | 19,576,097 | 18,827,089 | 18,311,678 | |||
Total Assets | 28,055,082 | 25,291,313 | 29,637,450 | 29,793,020 | 27,000,024 | |||
Current portion - operating lease liability | 186,389 | 120,052 | 116,665 | 113,338 | ||||
Total Current Liabilities | 17,099,458 | 14,503,657 | 14,688,965 | 14,482,494 | 13,522,284 | |||
Operating lease liability, net | 739,977 | 169,897 | 198,522 | 230,377 | ||||
Total Long-term Liabilities | 739,977 | 169,897 | 4,189,388 | 4,449,625 | 230,377 | |||
Total Liabilities | 17,839,434 | 14,673,554 | 18,878,353 | 18,932,119 | 13,752,661 | |||
Accumulated Deficit | (42,408,062) | (40,512,019) | (34,478,253) | (37,806,731) | (37,872,197) | |||
Total Stockholders' Equity | 10,215,648 | $ 11,162,329 | 10,617,759 | 10,759,097 | 10,860,901 | 13,247,363 | $ 19,448,185 | |
Total Liabilities and Stockholders' Equity | 28,055,082 | 25,291,315 | 29,637,450 | 29,793,020 | 27,000,024 | |||
Interest expense | (163,741) | (142,554) | (694,926) | (729,896) | ||||
Total other income (expenses) | 1,105,788 | (3,402,554) | ||||||
Loss before income taxes | (1,766,316) | (1,891,183) | (5,219,106) | (10,549,014) | ||||
Net loss | (1,788,208) | (1,859,972) | (5,607,763) | (16,897,516) | ||||
Net Income (loss) attributable to common stock holders | (1,896,043) | (1,965,677) | (6,033,766) | (19,480,701) | ||||
Total comprehensive loss | $ (1,931,546) | (1,946,963) | $ (6,060,751) | (19,430,579) | ||||
Basic and diluted loss per share | $ (0.60) | $ (2.83) | ||||||
Amortization of right of use asset | $ 3,681 | $ 3,788 | ||||||
Net Cash Used in Operating Activities | (2,293,105) | $ (984,134) | (2,453,123) | $ (2,565,495) | ||||
As Previously Reported [Member] | ||||||||
Operating lease right of use asset, net | ||||||||
Total Other Assets | 16,892,220 | 17,405,998 | 18,511,902 | 17,967,963 | ||||
Total Assets | 27,136,179 | 25,005,152 | 29,477,833 | 26,656,309 | ||||
Current portion - operating lease liability | ||||||||
Total Current Liabilities | 16,913,062 | 14,383,605 | 14,365,829 | 13,408,946 | ||||
Operating lease liability, net | ||||||||
Total Long-term Liabilities | 4,251,103 | |||||||
Total Liabilities | 16,913,062 | 14,383,605 | 18,616,932 | 13,408,946 | ||||
Accumulated Deficit | (42,400,593) | (40,508,231) | (37,806,731) | (37,872,197) | ||||
Total Stockholders' Equity | 10,223,117 | 10,621,547 | 10,860,901 | 13,247,363 | ||||
Total Liabilities and Stockholders' Equity | 27,136,179 | 25,005,152 | 29,477,833 | 26,656,309 | ||||
Interest expense | (160,060) | (691,138) | ||||||
Total other income (expenses) | (160,060) | 1,109,576 | ||||||
Loss before income taxes | (1,762,635) | (5,215,318) | ||||||
Net loss | (1,784,527) | (5,603,975) | ||||||
Net Income (loss) attributable to common stock holders | (1,892,362) | (6,029,978) | ||||||
Total comprehensive loss | $ (1,927,865) | $ (6,056,963) | ||||||
Basic and diluted loss per share | $ (0.60) | $ (2.83) | ||||||
Amortization of right of use asset | ||||||||
Net Cash Used in Operating Activities | (2,293,105) | (2,453,123) | ||||||
Adjustments [Member] | ||||||||
Operating lease right of use asset, net | 918,903 | 315,187 | 343,715 | |||||
Total Other Assets | 918,903 | 315,187 | 343,715 | |||||
Total Assets | 918,903 | 315,187 | 343,715 | |||||
Current portion - operating lease liability | 186,389 | 116,665 | 113,338 | |||||
Total Current Liabilities | 186,389 | 116,665 | 113,338 | |||||
Operating lease liability, net | 739,977 | 198,522 | 230,377 | |||||
Total Long-term Liabilities | 739,977 | 198,522 | 230,377 | |||||
Total Liabilities | 926,372 | 315,187 | 343,715 | |||||
Accumulated Deficit | (7,469) | |||||||
Total Stockholders' Equity | (7,469) | |||||||
Total Liabilities and Stockholders' Equity | 918,903 | $ 315,187 | $ 343,715 | |||||
Interest expense | (3,681) | (3,788) | ||||||
Total other income (expenses) | (3,681) | (3,788) | ||||||
Loss before income taxes | (3,681) | (3,788) | ||||||
Net loss | (3,681) | (3,788) | ||||||
Net Income (loss) attributable to common stock holders | (3,681) | (3,788) | ||||||
Total comprehensive loss | $ (3,681) | $ (3,788) | ||||||
Basic and diluted loss per share | ||||||||
Amortization of right of use asset | $ 3,788 | |||||||
Net Cash Used in Operating Activities |
Revision of Prior Year Financ_4
Revision of Prior Year Financial Statements - Schedule of Consolidated Financial Statements Previously (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2017 | |
Operating lease right of use asset, net | $ 918,903 | $ 286,161 | $ 315,187 | $ 343,715 | $ 371,754 | |||
Total Other Assets | 17,811,123 | 17,692,161 | 19,576,097 | 18,827,089 | 18,311,678 | |||
Total Assets | 28,055,082 | 25,291,313 | 29,637,450 | 29,793,020 | 27,000,024 | |||
Current portion - operating lease liability | 186,389 | 120,052 | 116,665 | 113,338 | ||||
Total Current Liabilities | 17,099,458 | 14,503,657 | 14,688,965 | 14,482,494 | 13,522,284 | |||
Operating lease liability, net | 739,977 | 169,897 | 198,522 | 230,377 | ||||
Total Long-term Liabilities | 739,977 | 169,897 | 4,189,388 | 4,449,625 | 230,377 | |||
Total Liabilities | 17,839,434 | 14,673,554 | 18,878,353 | 18,932,119 | 13,752,661 | |||
Accumulated Deficit | (42,408,062) | (40,512,019) | (34,478,253) | (37,806,731) | (37,872,197) | |||
Total Stockholders' Equity | 10,215,648 | $ 11,162,329 | 10,617,759 | 10,759,097 | 10,860,901 | 13,247,363 | $ 19,448,185 | |
Total Liabilities and Stockholders' Equity | 28,055,082 | 25,291,315 | 29,637,450 | 29,793,020 | 27,000,024 | |||
Interest expense | (163,741) | (142,554) | (694,926) | (729,896) | ||||
Total other income (expenses) | 1,105,788 | (3,402,554) | ||||||
Loss before income taxes | (1,766,316) | (1,891,183) | (5,219,106) | (10,549,014) | ||||
Net loss | (1,788,208) | (1,859,972) | (5,607,763) | (16,897,516) | ||||
Net Income (loss) attributable to common stock holders | (1,896,043) | (1,965,677) | (6,033,766) | (19,480,701) | ||||
Total comprehensive loss | (1,931,546) | (1,946,963) | (6,060,751) | (19,430,579) | ||||
Comprehensive loss attributable to Company | $ (6,060,751) | (19,430,579) | ||||||
Basic and diluted loss per share | $ (0.60) | $ (2.83) | ||||||
Amortization of right of use asset | $ 3,681 | $ 3,788 | ||||||
Net Cash Used in Operating Activities | (2,293,105) | $ (984,134) | (2,453,123) | $ (2,565,495) | ||||
As Previously Reported [Member] | ||||||||
Operating lease right of use asset, net | ||||||||
Total Other Assets | 16,892,220 | 17,405,998 | 18,511,902 | 17,967,963 | ||||
Total Assets | 27,136,179 | 25,005,152 | 29,477,833 | 26,656,309 | ||||
Current portion - operating lease liability | ||||||||
Total Current Liabilities | 16,913,062 | 14,383,605 | 14,365,829 | 13,408,946 | ||||
Operating lease liability, net | ||||||||
Total Long-term Liabilities | 4,251,103 | |||||||
Total Liabilities | 16,913,062 | 14,383,605 | 18,616,932 | 13,408,946 | ||||
Accumulated Deficit | (42,400,593) | (40,508,231) | (37,806,731) | (37,872,197) | ||||
Total Stockholders' Equity | 10,223,117 | 10,621,547 | 10,860,901 | 13,247,363 | ||||
Total Liabilities and Stockholders' Equity | 27,136,179 | 25,005,152 | 29,477,833 | 26,656,309 | ||||
Interest expense | (160,060) | (691,138) | ||||||
Total other income (expenses) | (160,060) | 1,109,576 | ||||||
Loss before income taxes | (1,762,635) | (5,215,318) | ||||||
Net loss | (1,784,527) | (5,603,975) | ||||||
Net Income (loss) attributable to common stock holders | (1,892,362) | (6,029,978) | ||||||
Total comprehensive loss | $ (1,927,865) | (6,056,963) | ||||||
Comprehensive loss attributable to Company | $ (6,056,963) | |||||||
Basic and diluted loss per share | $ (0.60) | $ (2.83) | ||||||
Amortization of right of use asset | ||||||||
Net Cash Used in Operating Activities | (2,293,105) | (2,453,123) | ||||||
Adjustments [Member] | ||||||||
Operating lease right of use asset, net | 918,903 | 315,187 | 343,715 | |||||
Total Other Assets | 918,903 | 315,187 | 343,715 | |||||
Total Assets | 918,903 | 315,187 | 343,715 | |||||
Current portion - operating lease liability | 186,389 | 116,665 | 113,338 | |||||
Total Current Liabilities | 186,389 | 116,665 | 113,338 | |||||
Operating lease liability, net | 739,977 | 198,522 | 230,377 | |||||
Total Long-term Liabilities | 739,977 | 198,522 | 230,377 | |||||
Total Liabilities | 926,372 | 315,187 | 343,715 | |||||
Accumulated Deficit | (7,469) | |||||||
Total Stockholders' Equity | (7,469) | |||||||
Total Liabilities and Stockholders' Equity | 918,903 | $ 315,187 | $ 343,715 | |||||
Interest expense | (3,681) | (3,788) | ||||||
Total other income (expenses) | (3,681) | (3,788) | ||||||
Loss before income taxes | (3,681) | (3,788) | ||||||
Net loss | (3,681) | (3,788) | ||||||
Net Income (loss) attributable to common stock holders | (3,681) | (3,788) | ||||||
Total comprehensive loss | $ (3,681) | (3,788) | ||||||
Comprehensive loss attributable to Company | $ (3,788) | |||||||
Basic and diluted loss per share | ||||||||
Amortization of right of use asset | $ 3,788 | |||||||
Net Cash Used in Operating Activities |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 11, 2020 | May 06, 2020 | Mar. 31, 2020 |
Warrant purchase | 292,878 | ||
Subsequent Event [Member] | Maturity Extension and Forbearance Agreement [Member] | |||
Debt instrument, maturity date description | from May 26, 2020 to September 30, 2020 | ||
Warrant exercise price | $ 0.001 | ||
Subsequent Event [Member] | Maturity Extension and Forbearance Agreement [Member] | Series B Warrants [Member] | |||
Warrant exercise price | $ 0.01 | ||
Warrants term | 5 years | ||
Subsequent Event [Member] | Maturity Extension and Forbearance Agreement [Member] | Maximum [Member] | |||
Warrant purchase | 646,094 | ||
Subsequent Event [Member] | Paycheck Protection Program Loan [Member] | |||
Proceeds from loans | $ 1,719,600 | ||
Debt instrument, maturity date | May 6, 2022 | ||
Debt instrument, interest rate | 1.00% | ||
Debt instrument, description | Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before July 12, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. |
Leases - Schedule of Suppleme_3
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 43,290 | $ 85,591 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 679,713 | $ 371,754 |
Weighted average remaining lease term (in years): Operating leases | 5 years 9 months 18 days | 2 years 3 months 19 days |
Weighted average discount rate: Operating leases | 7.25% | 7.25% |