UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

☑
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2015
 
or
 
☐
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
          

Commission File Number 000-26460
 
 
AMERI Holdings, Inc.
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
95-4484725
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)

100 Canal Pointe Blvd., Suite 108
Princeton, New Jersey
 
08540
(Address of principal executive offices)
 
(Zip Code)

(732) 243-9250
Registrant's telephone number, including area code
 
Former Address: 100 Canal Pointe Building, Princeton, New Jersey 08540
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☑
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☑
 
The number of shares of Common Stock of the Registrant, par value $0.01 per share, outstanding as of November 16, 2015 was 11,639,066.






 
AMERI HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2015
 
 INDEX
 
         
 
  
Page
 
PART I - FINANCIAL INFORMATION
  
     
   
Item 1 - Financial Statements
  
  3  
   
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2015 and March 31, 201 5
  
 
3
  
   
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended September 30, 2015 and 2014
  
 
 4
  
   
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2015 and 2014
  
 
 5
  
   
Notes to Unaudited Condensed Consolidated Financial Statements
  
 
6
  
   
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
  
  12  
   
Business Overview
  
 
12
  
Results for the Three Months Ended September 30, 2015 Compared to the Three Months Ended September 30, 2014
  
 
 13
  
Results for the Six Months Ended September 30, 2015 Compared to the Six Months Ended September 30, 2014
    16  
Liquidity and Capital Resources
  
 
 18
  
Acquisitions, Earn-out Payments and Commitments
  
 
 18
  
Off Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments
  
 
19
  
Critical Accounting Policies and Estimates
  
 
20
  
Recent Accounting Pronouncements
  
 
20
  
Special Note Regarding Forward-Looking Statements
  
 
20
  
   
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
  
 
 21
  
   
Item 4 - Controls and Procedures
  
   21  
Evaluation of Disclosure Controls and Procedures
  
 
 21
  
Changes in Controls and Procedures
  
 
 22
  
   
PART II - OTHER INFORMATION
  
   22  
   
Item 1 - Legal Proceedings
  
 
 22
  
Item 1A - Risk Factors
  
 
22
  
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
  
 
22
  
Item 3 - Defaults upon Senior Securities
  
 
22
  
Item 4 - Mine Safety Disclosures
  
 
22
  
Item 5 - Other Information
  
 
22
  
Item 6 - Exhibits
  
 
23
  
   
Signatures
  
 
 24
  
 
 
 
- 2 -




PART I – FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 AMERI HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30, 2015
   
March  31, 2015
 
Assets
 
Current assets:
       
Cash and cash equivalents
 
$
5,066,683
   
$
825,621
 
Accounts receivable
   
8,955,544
     
2,981,574
 
Other current assets
   
458,329
     
180,622
 
Total current assets
   
14,480,556
     
3,987,817
 
                 
Investments
   
-
     
340,000
 
                 
Fixed assets - net
   
76,699
     
29,906
 
                 
Intangible assets - net
   
3,158,321
     
100,000
 
                 
Goodwill
   
3,470,522
     
-
 
                 
Security deposit
   
20,587
     
3,750
 
                 
Total assets
 
$
21,206,685
   
$
4,461,473
 
                 
Liabilities and Stockholders' Equity
 
                 
Current liabilities:
               
Line of credit
   
250,000
     
-
 
Accounts payable
   
3,560,513
     
2,936,608
 
Consideration payable
   
8,900,000
     
-
 
Other current liabilities
   
1,817,124
     
146,791
 
Taxes payable
   
320,247
     
405,218
 
Total current liabilities
   
14,847,884
     
3,488,617
 
                 
Long-term liabilities:
               
Contingent consideration payable
   
400,000
     
-
 
Convertible notes
   
5,000,000
     
-
 
Total current and long-term liabilities
   
20,247,884
     
3,488,617
 
                 
Stockholders' equity:
               
Preferred stock, $0.01 par value; 1,000,000 authorized, none issued and outstanding
               
Common stock, $0.01 par value; 100,000,000 shares authorized,
               
11,639,066 and 9,992,828 issued and outstanding as of September 30, 2015
               
and March 31, 2015, respectively
   
116,390
     
992
 
Additional paid-in capital
   
53,131
     
134,008
 
Retained earnings
   
699,462
     
837,856
 
Cumulative translation adjustment
   
89,818
     
-
 
Total stockholders' equity
   
958,801
     
972,856
 
                 
Total liabilities and stockholders' equity
 
$
21,206,685
   
$
4,461,473
 

 
See notes to the unaudited condensed consolidated financial statements.
 
- 3 -






AMERI HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
 
 
    
Three Month Period Ended
September 30,
   
Six Month Period Ended
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Net revenue
 
$
4,463,125
   
$
3,851,647
   
$
8,394,063
   
$
7,844,974
 
                                 
Cost of revenue
   
3,023,208
     
3,579,629
     
5,971,478
     
6,492,977
 
                                 
Gross profit
   
1,439,917
     
272,018
     
2,422,585
     
1,351,997
 
                                 
Operating expenses:
                               
                                 
Selling, general and administration expenses
   
1,497,396
     
431,981
     
1,987,115
     
936,786
 
One time legal and consulting fee
   
248,911
     
11,024
     
553,835
     
11,024
 
                                 
Operating income (loss) before other income (expenses):
   
(306,390
)
   
(170,987
)
   
(118,365
)
   
404,187
 
                                 
Interest expense
   
(62,113
)
   
-
     
(87,655
)
   
-
 
                                 
Depreciation and amortization
   
(9,375
)
   
(8,267
)
   
(17,423
)
   
(16,839
)
                                 
Interest income
   
54
     
-
     
82
     
-
 
                                 
Income before income taxes
   
(377,824
)
   
(179,254
)
   
(223,361
)
   
387,348
 
Tax benefit (provision)
   
128,460
     
62,444
     
84,971
     
(95,792
)
                                 
Net income (loss)
   
(249,364
)
   
(116,810
)
   
(138,390
)
   
291,556
 
                                 
Unrealized foreign currency translation income
   
89,818
     
-
     
89,818
     
-
 
                                 
Net and comprehensive income (loss) for the period
 
$
(159,546
)
 
$
(116,810
)
 
$
(48,572
)
 
$
291,556
 
                                 
Basic income (loss) per share
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.00
)
 
$
0.03
 
Diluted income (loss) per share
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.00
)
 
$
0.03
 
                                 
Basic weighted average number of shares
   
11,639,066
     
9,992,828
     
11,347,127
     
9,992,828
 
Diluted weighted average number of shares
   
11,639,066
     
9,992,828
     
11,347,127
     
9,992,828
 
 
See notes to the unaudited condensed consolidated financial statements.
 
- 4 -
 
 

 
AMERI HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
 
 
      
Six Months Ended
September 30,
 
   
2015
   
2014
 
         
Cash flows from operating activities:
       
Net income/(loss)
 
$
(48,572
)
 
$
291,556
 
Adjustment to reconcile net income/(loss) to net cash provided by
               
(used in) operating activities
               
Depreciation and amortization
   
17,423
     
16,839
 
Changes in assets and liabilities:
               
(Increase) decrease in:
               
Accounts receivable
   
(5,973,970
)
   
2,079,092
 
Other current assets
   
(277,707
)
   
(660,918
)
Security deposit
   
(16,837
)
   
(3,750
)
Increase (decrease) in:
               
Accounts payable and accrued expenses
   
623,905
     
(1,001,253
)
Other current liabilities
   
1,670,333
     
95,168
 
Taxes payable
   
(84,971
)
   
(82,285
)
Net cash provided by (used in) operating activities
   
(4,090,396
)
   
734,448
 
                 
Cash flows from investing activities:
               
Purchase of fixed assets
   
(51,720
)
   
(34,313
)
Increase in intangibles
   
(3,070,821
)
   
(125,000
)
Decrease in investments
   
340,000
     
-
 
Goodwill on acquisition of Bellsoft
   
(3,470,522
)
   
-
 
Consideration payable on acquisition of Bellsoft
   
9,300,000
     
-
 
Net cash provided by (used in) investing activities
   
3,046,937
     
(159,313
)
                 
Cash flows from financing activities:
               
Increase in line of credit
   
250,000
     
-
 
Proceeds from issue of convertible note
   
5,000,000
     
-
 
Issuance of capital
   
34,521
     
125,000
 
Net cash provided by financing activities
   
5,284,521
     
125,000
 
                 
Net increase (decrease) in cash and cash equivalents
   
4,241,062
     
700,135
 
Cash at the beginning of the year
   
825,621
     
374,706
 
Cash at the end of the year
 
$
5,066,683
   
$
1,074,841
 
                 
Supplementary disclosure of cash flows information
               
Cash paid during the period for:
               
Interest
  $ 
87,655
    $ 
-
 
Income taxes
  $ 
-
    $ 
26,405
 
Issuance of restricted stock awards
  $ 
2,039
    $ 
-
 
 

See notes to the unaudited condensed consolidated financial statements.
 
- 5 -
 


AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
1.
ORGANIZATION:
 
AMERI Holdings, Inc. ("AMERI", the "Company", "we", or "our") is a strategic consulting firm that brings a synergistic blend of classic consulting and product-based consulting services to its customer base. Headquartered in Princeton, New Jersey, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology.

In this Quarterly Report on Form 10-Q (the "Form 10-Q"), we use the terms "AMERI," "AMERI Holdings," "we," "our Company," "the Company," "our" and "us" to refer to AMERI Holdings, Inc. and its wholly-owned subsidiaries, which are described in the Current Report on Form 8-K we filed with the Securities and Exchange Commission (the "SEC") on June 1, 2015 (the "June 2015 Form 8-K").

 
2.
BASIS OF PRESENTATION:
 
The accompanying unaudited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto.

The results of operations for the three and six months ended September 30, 2015 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for information technology professional services, the length of the sales cycle associated with our service offerings, the number, size, and scope of our projects and the efficiency with which we utilize our employees.  Substantially all of our revenue is generated within North America.

Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments.

 
3.
BUSINESS COMBINATIONS:
 
Acquisition of Bellsoft, Inc.   Bellsoft, Inc. ("Bellsoft") is a consulting company based in Lawrenceville, Georgia with over 175 consultants specialized in the areas of SAP, business intelligence ("BI"), DW and other enterprise resource planning ("ERP") services.  Bellsoft has operations in the United States and in India. On November 20, 2015, the Company completed the acquisition of Bellsoft for the consideration listed below.  For financial accounting purposes, the Company recognizes September 1, 2015 as the effective date of the acquisition.

The purchase price for the acquisition of Bellsoft consisted of:
 
1. A cash payment in the amount of $3,000,000 at closing,
2. 235,295 shares of AMERI's common stock issued at closing,
3. $250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016,
4. A $1,000,000 cash reimbursement to be paid 5 days following closing to compensate Bellsoft for a portion of its approximate cash balance as of September 1, 2015,
5. Approximately $2,500,000 to be paid within 30 days of closing in connection with the excess of Bellsoft's accounts receivable over its accounts payable as of September 1, 2015, and
6. Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and EBITDA targets specified in the Bellsoft purchase agreement, subject to downward or upward adjustment depending on actual results.

- 6 -
 


AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 


4.
REVENUE RECOGNITION:

The Company recognizes revenue primarily through the provision of consulting services.
We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two specific categories: time and materials and fixed-price.

We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date.
 
When a customer enters into a time and materials, fixed-price, or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable.

The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed.

Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the three- or six-month periods ended September 30, 2015 or 2014.


5.
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") and a grant of discretionary authority to the executive officers to implement and administer the Plan. The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants (all of which can be incentive stock options). The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company.  During the three months ended September 30, 2015, we granted 83,189 restricted stock units to certain members of the Board of Directors.
 
- 7 -




AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
6.
INCOME TAXES:

The Company recorded a tax provision (benefit) of $(128,460) and $(62,444) for the three month periods ended September 30, 2015 and 2014, respectively, and $(84,971) and $95,792 for the six-month periods ended September 30, 2015 and 2014, respectively.  The reported tax provision (benefit) for the three- and six-month periods ended September 30, 2015 and 2014 are based upon an estimated annual effective tax rate of 28% for all such periods.  The effective tax rates reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill.

We assess the realizability 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.

As of both September 30, 2015 and March 31, 2015, no deferred tax asset valuation allowance balance was recorded.

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 September 30, 2015, 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 September 30, 2016. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction.
 
7. INTANGIBLE ASSETS:

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 $6,250 and $6,250 during the three-month periods ended September 30, 2015 and 2014, respectively, and $12,500 and $12,500 for the six-month periods ended September 30, 2015 and 2014, respectively. This amortization expense relates to customer lists, which expire through 2019.

Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for the current year and the following four years ending March 31, is as follows:

 
 
Amortization Expense
 
 
 
(in thousands)
 
   
2016
 
$
25
 
2017
 
$
25
 
2018
 
$
25
 
2019
 
$
18
 

The Company has its own software products, namely Simple APO, Langer Index, and IBP.  Total costs incurred for building these products during the three-month period ended September 30, 2015 was $277,406.

Of the acquisition consideration paid for Bellsoft $1.81 million was for its customer list, which is considered an intangible asset that was acquired by the Company.
 
- 8 -


 
AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

 
 
  8.
ACCRUED EXPENSES AND OTHER LIABILITIES:

Accrued expense and other liabilities as of September 30, 2015 consisted of the following:
 
     
Audit Fee Payable
 
$
7,500
 
Other accrued expenses
   
31,914
 
Acquisition Installment Payable- Linear Logics
   
330,000
 
Acquisition Installment Payable- Bellsoft
   
8,900,000
 
Interest on Debt Payable
   
61,806
 
         
Total
 
$
9,331,220
 

 
9.
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.
 
· Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability's classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement.

As of both September 30, 2015 and 2014 our financial assets and liabilities required to be measured on a recurring basis were our money market investments.

The following table represents the Company's fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis:
 
         
 
Basis of Fair Value Measurements
 
 
Balance
 
Quoted Prices
in Active Markets
for Identical Items
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
 
(in thousands)
 
Balance at September 30, 2015:
       
Financial assets:
       
Money market investment
 
$
194
   
$
194
   
$
—
   
$
—
 
                                 
Total financial assets
 
$
194
   
$
194
   
$
—
   
$
—
 
                                 
No financial instruments were transferred into or out of Level 3 classification during the three month periods ended September 30, 2015 and 2014.
 
- 9 -


 

AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
10.  NET INCOME (LOSS) PER SHARE:

A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows:
 
Three Months Ended
 
Six Months Ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in thousands, except per share data)
 
(in thousands, except per share data)
 
         
Basic net income (loss) per share:
 
 
 
 
Net income (loss) applicable to common shares
 
$
(0.01
)
 
$
(0.01
)
 
$
0.00
   
$
0.03
 
Weighted average common shares outstanding
   
11,639
     
9,992
     
11,347
     
9,992
 
Basic net income (loss) per share of common stock
 
$
(0.01
)
 
$
(0.01
)
 
$
0.00
   
$
0.03
 
Diluted net income (loss) per share:
                               
Net income (loss) applicable to common shares
 
$
(0.01
)
 
$
(0.01
)
 
$
0.00
   
$
0.03
 
Weighted average common shares outstanding
   
11,639
     
9,992
     
11,347
     
9,992
 
Dilutive effects of convertible debt, stock options and warrants
   
-
     
-
     
-
     
-
 
Weighted average common shares, assuming dilutive effect of stock options
   
11,639
     
9,992
     
11,347
     
9,992
 
Diluted net income (loss) per share of common stock
 
$
(0.01
)
 
$
(0.01
)
 
$
0.00
   
$
0.03
 
 
Share-based awards, inclusive of all grants made under the Company's equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented.

As of September 30, 2015, there were approximately 223,189 share-based awards outstanding, respectively, under the Company's equity plans.  During the three months ended September 30, 2015, we granted 83,189 restricted stock units.
 
Due to net loss, potential shares were not included in the calculation of diluted EPS as it will have an antidilutive effect.

 
11.    COMMITMENTS AND CONTINGENCIES:

Operating Leases

The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2015 and 2018.  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 $19,545 and $3,312 for the three months ended September 30, 2015 and 2014, respectively, and $30,357 and $6,624 for the six-month periods ended September 30, 2015 and 2014, respectively.  The increase during these periods is due to new office space that was leased by the Company in Princeton, New Jersey on July 1, 2015 and the addition of office space through the acquisition of Bellsoft.

The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2017. The future minimum rental payments under these lease agreements are as follows:
Years ending March 31,
 
(in thousands)
 
2016
 
$
90
 
2017
   
60
 
2018
   
20
 
   Total
 
$
170
 

 
- 10 -
 
 

AMERI HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 

12.    SUBSEQUENT EVENTS:
 
On November 16, 2015, the Company issued an option to purchase 50,000 shares of our common stock to an employee.

The Company completed the acquisition of Bellsoft on November 20, 2015, as described in Note 3 above.

Simultaneously with the Bellsoft acquisition, Bellsoft entered into a Revolving Credit and Security Agreement (the "Credit Facility") with Federal National Payables, Inc., a Delaware corporation doing business as Federal National Commercial Credit (the "Lender").  Up to $6 million principal amount of advances may be extended under the Credit Facility. The Credit Facility will be used to pay a portion of the costs associated with the acquisition of Bellsoft, with the balance being available for general working capital of Bellsoft.  The Credit Facility has a term of two years, which will automatically renew unless a written notice of termination is given by Bellsoft or the Lender to the other at least 60 days prior to the end of the original or any renewed term.  Interest under the Credit Facility will accrue on the higher of (a) the outstanding principal amount of advances under the Credit Facility and (b) $2,000,000 at a per annum rate equal to the Prime Rate plus 1.00%, which will be payable monthly in arrears.  With each payment of interest, Bellsoft will also pay a servicing fee of 0.38% multiplied by the higher of (a) the average daily principal amount of advances under the Credit Facility for the previous calendar month or portion thereof and (b) $2,000,000.  The Credit Facility is secured by substantially all of Bellsoft's assets. The amounts borrowed by Bellsoft under the Credit Facility are guaranteed by AMERI.

Prior to the closing of the acquisition, Bellsoft had a $2 million line of credit, of which Bellsoft had drawn $200,000.  The line of credit was paid off and terminated prior to the closing.
 



- 11 -

 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following information should be read in conjunction with the information contained in the Unaudited Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements" included elsewhere herein. We use the terms "we," "our," "us," "AMERI" and "the Company" in this report to refer to AMERI Holdings, Inc. and its wholly-owned subsidiaries.

Business Overview

AMERI is a technology management consulting firm that brings a synergistic blend of specialty services to drive transformational change that (1) improves processes, (2) reduces costs, and (3) increases revenue.  Our primary focus is to enable our customers to implement IT solutions to optimize their systems and operations.  AMERI architects and delivers efficient technology solutions to senior executives in upper mid-market and Global 2000 companies.  AMERI has also developed proprietary products and apps that assess IT readiness and assist clients in their business transformation processes and ongoing support needs.  AMERI has developed a global ecosystem of specific product experts who partner with AMERI on a project-by-project basis to help solve critical technology challenges for clients.
 
We deliver our services across a broad range of industries. We work onsite and offshore with our clients, providing a full spectrum of services in the following areas: classic consulting and product-based consulting, primarily in enterprise performance management and business intelligence.
 
The Company's business strategy is to seek to enhance the growth and profitability of its operations through organic growth and selective acquisitions of targets which it believes could increase stockholder value.
 
Factors Influencing Our Results of Operations

Revenue .   The Company derives its service revenue from time and materials-based contracts and fixed-price contracts. Time and materials-based contracts represented 91% and 28% of service revenue for the three-month periods ended September 30, 2015 and 2014, respectively, and 80% and 32% for the six-month periods ended September 30, 2015 and 2014, respectively.  Revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Fixed-price contracts represented 9% and 72% of service revenue for the three-month periods ended September 30, 2015 and 2014, respectively, and 20% and 68% for the six-month periods ended September 30, 2015 and 2014, respectively.  Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. Revenue from professional services are attributable to the time and material contracts that we secure and the project revenues are all on fixed price basis.

Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed (or be less than) our original estimate, as a result of an increase (or decrease) in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

With the acquisition of Bellsoft, we have a larger customer base which has given us an opportunity to expand our sales across each of our service offerings and have a number of engagements in the pipeline that will provide us with a healthy revenue increase visibility entering the last quarter of 2015.
 
- 12 -

 
 


Operating Expenses .  The largest portion of our operating expenses consists of cash compensation and benefits associated with our project consulting personnel and related expenses. Project personnel expenses also consist of payroll costs and related benefits associated with our professional staff. Other related expenses include travel, subcontracting costs, third-party vendor payments and non-billable expenses associated with the delivery of services to our customers. We consider the relationship between project personnel expenses and service revenue to be an important measure of our operating performance. The relationship between project personnel expenses and service revenue is driven largely by the chargeability of our consultant base, the prices we charge our customers and the non-billable costs associated with securing new customer engagements and developing new service offerings. The remainder of our recurring operating expense is composed of expenses associated with the development of our business and the support of our customer-serving professionals, such as professional development and recruiting, marketing and sales, and management and administrative support. Professional development and recruiting expenses consist primarily of recruiting and training content development and delivery costs. Marketing and sales expenses consist primarily of the costs associated with the development and maintenance of our marketing materials and programs. Management and administrative support expenses consist primarily of the costs associated with operations, including finance, information systems, human resources, facilities (including the rent of office space), and other administrative support for project personnel.

We regularly review our fees for services, professional compensation, and overhead costs to ensure that our services and compensation are competitive within the industry and that our overhead costs are balanced with our revenue levels. In addition, we monitor the progress of customer projects with customer senior management. We manage the activities of our professionals by closely monitoring engagement schedules and staffing requirements.
 
Company Performance Measurement Systems and Metrics . The Company's management monitors and assesses its operating performance by evaluating key metrics and indicators on an ongoing basis.

Results of Operations f or the Three- and Six-Month Periods Ended September 30, 2015 and September 30, 2014.

The following discussion of our results of operations constitutes management's review of the factors that affected our financial and operating performance for the three and six months ended September 30, 2015 and 2014.  The discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report.

Results for the Three Months Ended September 30, 2015 Compared to the Three Months Ended September 30, 2014

The financial information that follows has been rounded in order to simplify its presentation. The amounts and percentages below have been calculated using the detailed financial information contained in the unaudited condensed consolidated financial statements, the notes thereto, and the other financial data included in this Quarterly Report on Form 10-Q.

The following table sets forth the percentage of total revenue of items included in our unaudited condensed consolidated statements of operations:
 

- 13 -


 
  
Three Months Ended
September 30,
 
 
  
2015
 
2014
 
Revenue:
  
     
 
     
 
Projects revenue
  
 
9.00
%
   
72.00
%
 
Professional & Enterprise Services revenue
  
 
91.00
%
   
  28.00
%
 
 
  
 
             
Total revenue
  
 
100.00
%
   
100.00
%
 
Cost of revenue:
  
               
Consulting Services Paid
  
 
68.00
%
   
93.00
%
 
 
  
 
             
Total cost of revenue
  
 
68.00
%
   
93.00
%
 
 
  
 
             
Gross profit
  
 
32.00
%
   
7%
%
 
Operating expenses:
  
               
Selling, general and administrative
  
 
33.55
%
   
11.21
%
 
Direct acquisition
  
 
5.58
%
   
0.29
%
 
 
  
 
 
 
 
 
 
 
 
Total operating expenses
  
 
39.13
%
   
11.50
%
 
 
  
 
             
Operating income (loss)
  
 
(6.86)
%
   
(4.44)
%
 
       
Other expense (income), net
  
 
1.60
%
   
0.21
%
 
Income (loss) before income taxes
  
 
(8.47)
%
   
(4.65)
%
 
Income tax (benefit) provision
  
 
(2.88)
%
   
(1.62)
%
 
 
  
 
             
Net income (loss)
  
 
(3.57)
%
   
(3.03)
%
 
 
Revenue .   Total revenue increased by $611,478, to $4.46 million during the three-month period ended September 30, 2015, compared to total revenue of $3.85 million in the three-month period ended September 30, 2014.

The number of customers the Company served during the three-month period ended September 30, 2015 totaled 23, as compared to 7 customers during the three-month period ended September 30, 2014.  During the three months ended September 30, 2015, we secured first-time engagements with a total of two new customers.  The acquisition of Bellsoft has brought in 14 new customers during the six-months ended September 30, 2015.
 
- 14 -
 
Cost of Revenue . Cost of revenue primarily consists of consulting charges paid.  The cost of revenue decreased by a substantial percentage as we brought in good synergies and cost efficiencies as compared to the quarter ended September 30, 2014.
 
Gross Profit .   During the three-month period ended September 30, 2015, total gross profit increased by $1.17 million, to $1.44 million compared to gross profit of $0.27 million in the three-month period ended September 30, 2014.

Selling, General and Administrative ("SG&A") Expenses .   As a percentage of total revenue, SG&A expenses were 33.55% and 11.21% during the three-month periods ended September 30, 2015 and September 30, 2014 respectively.

Direct Acquisition Costs.   During the quarter ended September 30, 2015, the Company was involved in the acquisition of Bellsoft and also involved in the process of evaluating different companies for acquisition. Some expenses related to future fund raising activities and the cost amounted to $248,911. Incurred expenses included advisory and legal fees directly associated with completion of the acquisition.  Expenses incurred during the quarter ended September 30, 2014 with respect to acquisition of Winhire Inc. ("Winhire") was $11,024.

Depreciation and Amortization Expense .  Depreciation and amortization expense for the quarter ended September 30, 2015 was $9,375 compared to $8,267 for depreciation expenses for the quarter ended September 30, 2014.  Amortization expense for the quarters ended September 30, 2015 and September 30, 2014 remained $6,250 for the amortization of the value of customer list acquired from Winhire.

Operating Income .  Operating loss was $306,391 for the three-months ended September 30, 2015, compared to operating loss of $170,987 for the three-months ended September 30, 2014.  The decrease in operating income is primarily attributable to the increase in acquisition expenses.

Income Tax Provision. We recorded a provision (benefit) for income taxes of $(128,640) and $(62,444) during the three-months ended September 30, 2015 and September 30, 2014, respectively. Our periodic income tax provision amounts are derived based upon an estimated annual effective income tax rate, inclusive of federal and state income taxes.

Net Loss . Net Loss of $(249,364) and $(116,810) was recorded during the three-month periods ended September 30, 2015 and September 30, 2014, respectively.
 
- 15 -
 

 
Results for the Six-Months Ended September 30, 2015 Compared to the Six-Months Ended September 30, 2014

                   
 
  
Six Months Ended
September 30,
 
 
  
2015
 
2014
 
Revenue:
  
     
 
     
 
Projects revenue
  
 
20.57
%
   
67.52
%
 
Professional & Enterprise Services revenue
  
 
79.42
%
   
32.49
%
 
 
  
 
             
Total revenue
  
 
100.00
%
   
100.00
%
 
       
Cost of revenue:
  
               
Consulting Services Paid
  
 
71.13
%
   
82.77
%
 
 
  
 
             
Total cost of revenue
  
 
71.13
%
   
82.77
%
 
 
  
 
             
Gross profit
  
 
28.86
%
   
17.23
%
 
       
Operating expenses:
  
               
Selling, general and administrative
  
 
23.67
%
   
 11.94
%
 
Direct acquisition
  
 
6.60
%
   
0.14
%
 
 
  
 
 
 
 
 
 
 
 
Total operating expenses
  
 
30.27
%
   
12.08
%
 
 
  
 
             
Operating income (loss)
  
 
(1.41)
%
   
5.15
%
 
       
Other expense (income), net
  
 
1.25
%
   
0.21
%
 
 
  
 
 
 
 
 
 
 
 
Income (loss) before income taxes
  
 
(2.66)
%
   
4.94
%
 
Income tax (benefit) provision
  
 
(1.01)
%
   
1.22
%
 
 
  
 
             
Net income (loss)
  
 
(0.59)
%
   
3.72
%
 

 
- 16 -
 
 
 
 
 
 
Revenue .   Total revenue increased by $549,089 to $8.39 million during the six-month period ended September 30, 2015, compared to total revenue of $7.84 million in the six-month period ended September 30, 2014.

The number of customers the Company served during the six-month period ended September 30, 2015 totaled 23, as compared to 7 customers during the six-month period ended September 30, 2014.  The acquisition of Bellsoft has brought in 14 new customers during the six months ended September 30, 2015.

Cost of Revenue . Cost of revenue primarily consists of consulting charges paid.  The cost of revenue decreased by a substantial percentage as we brought in good synergies and cost efficiencies as compared to the quarter ended September 30, 2014.
 
Gross Profit .   During the six-month period ended September 30, 2015, total gross profit increased by $1.07 million, to $2.42 million compared to gross profit of $1.35 million in the six-month period ended September 30, 2014.
 
Selling, General and Administrative ("SG&A") Expenses .   As a percentage of total revenue, SG&A expenses were 23.67% and 11.94% during the six-month periods ended September 30, 2015 and September 30, 2014, respectively. The increase is primarily attributable to added human resources and acquisitions.
 
Direct Acquisition Costs.   During the six-months ended September 30, 2015, the Company was involved in the acquisition of Linear Logics Corp. ("Linear Acquisition"), reverse merged into a public company, and acquired  Bellsoft.It was also involved in the process of evaluating different companies for acquisition. Some expenses related to future fund raising activities and the total cost amounted to $553,835. The Company incurred expenses included advisory and legal fees directly associated with completion of the acquisition.  Expenses incurred during the six-months ended September 30, 2014 with respect to the Winhire acquisition was $11,024.

Depreciation and Amortization Expense .  Depreciation and amortization expense for the six-months ended September 30, 2015 was $17,423 compared to $16,839  for depreciation expenses for the six-months ended September 30, 2014.  Amortization expense for the six-months ended September 30, 2015 and September 30, 2014 remained at $12,500 for the amortization of the value of customer list acquired from Winhire.

Operating Income/Loss .  Operating loss was $118,365 for the six-months ended September 30, 2015, compared to operating income of $404,187 for the six-months ended September 30, 2014.  The decrease in operating income is primarily attributable to the increase in acquisition expenses.

Income Tax Provision. We recorded a provision (benefit) for income taxes of $(84,971) and $95,792 during the six-months ended September 30, 2015 and September 30, 2014, respectively. Our periodic income tax provision amounts are derived based upon an estimated annual effective income tax rate, inclusive of federal and state income taxes.

Net Income/Loss . Net Loss of $(48,572) and income of  $ 291,556 was recorded during the six-month periods ended September 30, 2015 and September 30, 2014, respectively.
 
 
- 17 -
 
 
 
Liquidity and Capital Resources

The following table summarizes our cash flow activities for the periods indicated:   
 
 
 
Three Months Ended
September 30,
   
Six Months Ended
September 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Cash flows provided by (used in):
 
   
   
   
 
Operating activities
 
$
(3,248,377
)
 
$
501,798
   
$
(4,090,396
)
 
$
734,448
 
Investing activities
 
$
3,687,470
   
$
983
   
$
3,046,937
   
$
(159,313
)
Financing activities
 
$
250,000
     
-
   
$
5,284,521
   
$
125,000
 
 
                               
Total cash provided by (used in) the period
 
$
689,093
   
$
502,781
   
$
4,241,062
   
$
700,135
 
 
Cash flow from operating activities is driven by collections of fees for our consulting services. Cash used in operations predominantly relates to employee compensation and payments to third-party service providers. Accrued payroll and related liabilities fluctuate from period to period based on the timing of our normal payroll cycle and the timing of variable compensation payments.

Accounts payable and accrued expenses are most significantly impacted by the timing of payments required to be made to third-party service providers.

Net cash used in investing activities was $3.68 million during three-month period ended September 30, 2015, compared to net cash used in investing activities of $983 in the three-month period ended September 30, 2014. Cash used in investing activities in the three-month period ended September 30, 2015 consisted of the Linear Acquisition and, to a lesser extent, purchases of equipment.

Net cash used in investing activities was $3.04 million during the six-month period ended September 30, 2015, compared to net cash used in investing activities of $0.15 million in the six-month period ended September 30, 2014. Cash used in investing activities in the six-month period ended September 30, 2015 consisted of the Linear Acquisition and, to a lesser extent, the purchases of equipment.

All capital expenditures are discretionary as the Company currently has no long-term commitments for capital expenditures.
 
Net cash provided by financing activities was $0.25 million in the three-month period ended September 30, 2015. There was no cash provided by financing activities during the three month period ended September 30, 2014.

Net cash provided by financing activities was $5.028 million in the six-month period ended September 30, 2015, compared to net cash provided by financing activities of $0.12 million in the six-month period ended September 30, 2014.
Acquisitions

Acquisition of Bellsoft. In connection with the acquisition of Bellsoft, the selling shareholders of Bellsoft are eligible to receive additional contingent consideration.  Contingent earn-out consideration to be paid, if any, to Bellsoft will be based upon the achievement of certain performance targets over the next two years, concluding on September 1, 2017.
 
- 18 -
 

 
Contingent consideration is computed as follows:

 
 
Percentage Probability of Achievement
   
Year 1 Earn-Out Amount
   
Year 2 Earn-Out Amount
 
Achievement of Revenue Target
   
90%
 
 
$
225,000
   
$ 
225,000
 
Achievement of EBITDA Target
   
70%
 
   
175,000
     
175,000
 
   Total
           
400,000
     
400,000
 
                         
Total contingent consideration payable as earn-out          
$
800,000
     $  -  
 
Simultaneously with the Bellsoft acquisition, Bellsoft entered into a Revolving Credit and Security Agreement with Federal National Payables, Inc., a Delaware corporation doing business as Federal National Commercial Credit.  Up to $6 million principal amount of advances may be extended under the Credit Facility. The Credit Facility will be used to pay a portion of the costs associated with the acquisition of Bellsoft, with the balance being available for general working capital of Bellsoft.  The Credit Facility has a term of two years, which will automatically renew unless a written notice of termination is given by Bellsoft or the Lender to the other at least 60 days prior to the end of the original or any renewed term.  Interest under the Credit Facility will accrue on the higher of (a) the outstanding principal amount of advances under the Credit Facility or (b) $2,000,000 at a per annum rate equal to the Prime Rate plus 1.00%, which will be payable monthly in arrears.  With each payment of interest, Bellsoft will also pay a servicing fee of 0.38% multiplied by the higher of (a) the average daily principal amount of advances under the Credit Facility for the previous calendar month or portion thereof or (b) $2,000,000.  The Credit Facility is secured by Bellsoft's Accounts Receivable.  The amounts borrowed by Bellsoft under the Credit Facility are guaranteed by AMERI.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Contingent Liabilities

Severance Payments to Bellsoft's Executive Vice Presidents. As per the employment agreements with each of Bellsoft's Executive Vice Presidents,  the Company has agreed that in the event of a termination without cause by Bellsoft, or resignation for good reason by such employees, the employees shall be paid any accrued compensation, and following the such employees' execution and delivery of a general release (that is no longer subject to revocation under applicable law), shall also be eligible to receive (i) a severance payment equal to six (6) months of such employees base salary, to be paid in accordance with Bellsoft's standard payroll procedures, less applicable withholdings and deductions, and (ii) Bellsoft's portion of the premiums associated with six (6) months of coverage under the Bellsoft's group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, provided such employees timely elect continued coverage for themselves and their spouse and dependents who are then covered under Bellsoft's group health plan.
 
- 19 -
 
Critical Accounting Policies and Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We reaffirm the critical accounting policies and estimates as reported in our June 2015 Form 8-K. Additionally, we have added the following critical accounting policies and estimates during the first half of 2015:
Purchase Price Allocation. We allocate the purchase price of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Some of the items, including accounts receivable, property and equipment, other intangible assets, certain accrued liabilities, and other reserves require a degree of management judgment. Certain estimates may change as additional information becomes available. Goodwill is assigned at the enterprise level and is deductible for tax purposes for certain types of acquisitions. Management finalizes the purchase price allocation within the defined measurement period of the acquisition date as certain initial accounting estimates are resolved.
Valuation of Contingent Earn-out Consideration .  Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired Company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers  (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016; early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. This update could impact the timing and amounts of revenue recognized. The Company is currently evaluating the effect that implementation of this update will have on its consolidated financial position and results of operations upon adoption.

In August 2014, FASB issued Accounting Standards Update No. 2014-15, " Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern " (ASU 2014-15), to provide guidance on management's responsibility in evaluating whether there is substantial doubt about a Company's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations, or cash flows.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q and elsewhere constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause results, levels of activity, growth, performance, tax consequences, or achievements to be materially different from any future results, levels of activity, growth, performance, tax consequences, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed below.
 
- 20 -


 

 
The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance, including statements concerning our 2015 outlook, future revenue and growth, customer spending outlook, general economic trends, IT service demand, future revenue and revenue mix, utilization, new service offerings, significant customers, competitive and strategic initiatives, growth plans, potential stock repurchases, future results, tax consequences, and liquidity needs. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "anticipated," "expectation," "continued," "future," "forward," "potential," "estimate," "estimated," "forecast," "project," "encourage," "opportunity," "goal," "objective," "could," "expect," "expected," "intend," "plan," "planned," or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which are believed to be reasonable as of the date of this Form 10-Q. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecasted, estimated, anticipated, planned, or budgeted in such forward-looking statements include, among others, the following possibilities: (1) failure to obtain new customers or retain significant existing customers; (2) the loss of one or more key executives and/or employees; (3) changes in industry trends, such as a decline in the demand for Enterprise Resource Planning and Enterprise Performance Management solutions, custom development and system integration services, and/or declines in industry-wide information technology spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones; (4) inability to execute upon growth objectives, including new services and growth in entities acquired by our Company; (5) adverse developments and volatility involving geopolitical, or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in the matters identified as delays in, or the failure of, our sales pipeline being converted to billable work and recorded as revenue; (8) termination by clients of their contracts with us or inability or unwillingness of clients to pay for our services, which may impact our accounting assumptions; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) failure to expand outsourcing services to generate additional revenue; (11) any changes in ownership of the company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws; (12) the failure of the marketplace to embrace advisory and product-based consulting services; and (13) changes in our utilization levels. In evaluating these statements, you should specifically consider various factors described above. These factors may cause our actual results to differ materially from those contemplated, projected, anticipated, planned, or budgeted in any such forward-looking statements.

Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, growth, earnings per share, or achievements. However, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Except as otherwise required, we undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results.
 

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The impact of inflation and changing prices has not been material on revenue or income from continuing operations during the three- or six-month periods ended September 30, 2015 and 2014.
 
 
ITEM 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which we have designed to ensure that material information related to the Company, including our consolidated subsidiaries, is properly identified and evaluated on a regular basis and disclosed in accordance with all applicable laws and regulations. The President and Chief Executive Officer and the Vice President of Finance of the Company (the Company's principal executive officer and principal financial officer, respectively) have concluded, based on their evaluations of the Company's disclosure controls and procedures as of the end of the period covered by this report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure.
 
- 21 -



 
 Changes in Controls and Procedures

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

 PART II – OTHER INFORMATION
 
 
 ITEM 1.
LEGAL PROCEEDINGS
 
  There were no legal proceedings against the Company during the three- month period ended September 30, 2015.
 
 
 ITEM 1A.
RISK FACTORS

Not applicable.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As previously disclosed in a Form 8-K filed on November 23, 2015, we issued 235,295 shares of common stock at closing in connection with the acquisition of the outstanding shares of Bellsoft pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933.  In addition, on August 4, 2015, we granted 83,189 restricted stock units to five of our directors under our Plan pursuant to Restricted Stock Unit Agreements.  Under the terms of such agreements, the shares will vest on August 4, 2016.  On November 16, 2015, we granted a non-qualified option to purchase 50,000 shares of our common stock to an employee of the Company under the Plan pursuant to a stock option agreement.  Under the terms of the option agreement, the option vests on November 16, 2016 and has a term of seven years.


ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.
 
 
ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable.
 
 
 ITEM 5.
OTHER INFORMATION


Merger Proposal with Edgewater Technology, Inc.

On October 26, 2015, AMERI announced that it delivered a merger proposal to Edgewater Technology, Inc. ("Edgewater" or "EDGW") (NASDAQ: EDGW) valuing Edgewater at a price of $8.50 per share, which is a substantial premium to where EDGW stock has traded over the last seven years.  AMERI also announced the formation of a group (the "Shareholder Group") with Lone Star Value Management, LLC for the purposes of reconstituting the Edgewater Board of Directors for the benefit of all Edgewater shareholders.  The Shareholder Group owns  645,000 shares of EDGW, representing an approximate 5.5% ownership stake in Edgewater.  AMERI had first contacted Edgewater a few months ago to initiate a dialogue to explore a potential business combination between the two companies, but Edgewater was unresponsive. AMERI's offer was based solely upon public information and emphasized its desire to meet with the Edgewater Board of Directors and management to explore the benefits of a strategic combination. 
 
- 22 -

 
ITEM 6.
EXHIBITS
 
 
Exhibit Number
 
Description
 
 
 
2.1
 
Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015, among Spatializer Audio Laboratories, Inc., Ameri100 Acquisition, Inc. and Ameri & Partners Inc. (filed as Exhibit 2.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference).
 
 
 
3.1
 
Certificate of Amendment  of Certificate of Incorporation of AMERI Holdings, Inc. (filed as Exhibit 3.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference).
 
 
 
3.2
 
By-laws of AMERI Holdings, Inc. (incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995).
 
 
 
4.1
 
Form of Common Stock Purchase Warrant issued by AMERI Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).
 
 
 
4.2
 
Form of 5% Convertible Unsecured Promissory Note due May 26, 2017 from AMERI Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.2 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).
 
 
 
10.1*
 
Form of Restricted Stock Unit Agreement.
 
 
 
10.2
 
Form of Option Grant Letter (filed as Exhibit 10.7 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).
     
10.3   
Share Purchase Agreement, dated as of November 20, 2015, by and among AMERI Holdings, Inc., Bellsoft, Inc., and all of the shareholders of Bellsoft (filed as Exhibit 10.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).
 
 
 
10.4
 
Revolving Credit And Security Agreement, dated as of November 20, 2015, between Bellsoft, Inc. and Federal National Payables, Inc., doing business as Federal National Commercial Credit (filed as Exhibit 10.2 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).
 
 
 
31.01*
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.02*
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.01*
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101**
 
Interactive Data Files.
_________________

 *
Furnished herewith.
 
**
In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

- 23 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
         
 
 
 
 
AMERI HOLDINGS, INC.
     
Date: November 23, 2015
 
 
 
/s/ Giri Devanur
 
 
 
 
Giri Devanur
 
 
 
 
President and Chief Executive Officer
( Principal Executive Officer )
     
Date: November 23, 2015
 
 
 
/s/ Brunda Jagannath
 
 
 
 
Brunda Jagannath
 
 
 
 
VP Finance
( Principal Financial and Accounting Officer )
 
 
 
 
 
 
 
 
- 24 -
Exhibit 10.1
 
 

AMERI HOLDINGS, INC.
2015 EQUITY INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Award Plan (the "Plan") will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the "Notice of Grant") and Terms and Conditions of Restricted Stock Units, attached hereto as Exhibit A (together, the "Agreement").
Participant:
Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:
Date of Grant
Vesting Commencement Date
Number of Restricted Stock Units
Vesting Schedule :

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:
T he Restricted Stock Units subject to the Award will vest _______________, subject to Participant continuing to be a Service Provider through such date, as determined by the Compensation Committee. As used herein, "Service Provider" means any Employee, Consultant or any member of the Board.
In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant's right to acquire any Shares hereunder will immediately terminate.
Settlement Date:

Once vested, Shares shall be issued within ten (10) Business Days upon satisfaction of all conditions under the Agreement.

By Participant's signature and the signature of the Company's representative below, Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement.  Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Agreement.  Participant further agrees to notify the Company upon any change in the residence address indicated above.
 
 
PARTICIPANT
AMERI HOLDINGS, INC.
   
   
   
 
Name:
   
   
 
Title:
 

 

 
 
 
EXHIBIT A
TERMS AND CONDITIONS OF   RESTRICTED STOCK UNITS
1.              Grant .  The Company hereby grants to the Participant named in the Notice of Grant   (the "Participant") under the Plan the number of Restricted Stock Units indicated in the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan, which are incorporated herein by reference.  In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.
2.              Company's Obligation to Pay .  Each Restricted Stock Unit represents the right to receive a Share on the Settlement Date (to the extent vested).  Unless and until the Restricted Stock Units will have vested in the manner set forth in the Notice of Grant and Article 12 of the Plan, Participant will have no right to payment of any such Restricted Stock Units.  Any Restricted Stock Units that vest in accordance with this Agreement will be paid to Participant (or in the event of Participant's death, to his or her properly designated beneficiary or estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in this Agreement.
3.              Vesting Schedule .  Except as provided in Sections 4 hereof and Section 9.13 and Article 12 of the Plan, and subject to Section 5 hereof, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant.  Restricted Stock Units   scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.
4.              Committee Discretion .  The Committee, in its discretion, may as set forth in Section 3.2 of the Plan accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan.  If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee.
5.              Forfeiture upon Termination of Status as a Service Provider .  Notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant's termination as a Service Provider for any or no reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company and Participant's right to acquire any Shares hereunder will immediately terminate.
6.              Death of Participant .  Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Committee or, if no such beneficiary has been designated or survives Participant, the administrator or executor of Participant's estate.  Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
 
- 2 -
 

 


7.              Withholding of Taxes .  When Shares are issued on the Settlement Date as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary) with respect to the Shares,  if any, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations.  The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided for any value of the Shares withheld in excess of the tax obligation as a result of such rounding , all pursuant to such procedures as the Committee may specify from time to time .
Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until all income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares have been withheld .  In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant , cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares.  All income and other taxes related to the Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Participant.
8.              Rights as Stockholder .  Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account).  For purposes of clarification, prior to such issuance, recordation and delivery, Participant will not have the right to inspect the books of the Company, to institute suit on its behalf or to receive any dividends; but Participant will be entitled to receive Dividend Equivalents at the same time and the same rate as dividends are paid on Shares.  After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company including, without limitation, with respect to voting such Shares, receiving dividends and distributions on such Shares, inspecting the books of the Company and to instituting suit on its behalf.
 
- 3 -

 

 


9.              No Guarantee of Continued Service .  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
10.              Address for Notices .  Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its Secretary, at 100 Menlo Park Drive, Edison, NJ 08837, or at such other address as the Company may hereafter designate in writing.
11.              Grant is Not Transferable .  Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
12.              Binding Agreement .  Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
 
- 4 -

 

 


13.              Restrictions on Sale of Securities .  The Shares issued as payment for vested Restricted Stock Units under this Agreement have not been registered under state or federal securities laws.  No shares of common stock granted under this Agreement may be offered or sold, pledged, or otherwise distributed, and no shares of common stock may be transferred on the books of the Company, except in a transaction (i) that, in the opinion of the Company's counsel, is satisfactory to the Company, would result in no violation of securities laws and (ii) that would comply with the transfer restriction provisions contained or referenced in this Agreement.  The Company shall not be under any obligation to register the Shares, although the Company may in its sole discretion register the Shares at such time as the Company shall determine.  If the Company chooses to comply with an exemption from registration, the Shares may, at the direction of the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the Shares, and the Compensation Committee may also give appropriate stop transfer instructions with respect to the Shares to the Company's transfer agent.  You understand and acknowledge that, under existing law, unless at the time of the issuance of the Shares to you as payment for vested Restricted Stock Units, a registration statement under the U.S. Securities Act of 1933 (the "Securities Act") is in effect as to the Shares (i) any Shares received by you on the Settlement Date may be required to be held indefinitely unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available; (ii) any sales of the Shares made in reliance upon Rule 144 promulgated under the Securities Act ("Rule 144") may be made only in accordance with the terms and conditions of that rule (which, under certain circumstances, restricts the number of shares which may be sold and the manner in which shares may be sold); (iii) in the case of securities to which Rule 144 is not applicable, some other exemption will be required; (iv) certificates for Shares to be issued to you hereunder shall bear a legend to the effect that the Shares has not been registered under the Securities Act and that the Shares may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under the Securities Act relating thereto or an opinion of counsel satisfactory to the Company that such registration is not required; (v) the Company may place an appropriate "stop transfer" order with its transfer agent with respect to the Shares; and (vi) the Company has undertaken no obligation to register the Shares or to include the Shares in any registration statement which may be filed by it subsequent to the issuance of the Shares to you.  In addition, you understand and acknowledge that the Company has no obligation to you to furnish information necessary to enable you to make sales under Rule 144.
 
- 5 -
 

 



14.              Additional Conditions to Issuance of Stock .  The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions:  (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Committee may establish from time to time for reasons of administrative convenience.
15.              Plan Governs .  This Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.  Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.
16.              Committee Authority .  The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested).  All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons.  No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.
17.              Electronic Delivery .  The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant's consent to participate in the Plan by electronic means.  Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
18.              Captions .  Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
19.              Agreement Severable .  In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect.
 
- 6 -
 
 

 

20              Modifications to the Agreement .  This Agreement constitutes the entire understanding of the parties on the subjects covered.  Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.  However, an amendment to avoid the imposition of an excise tax under Section 409A may be made without Participant consent.
21.              Amendment, Suspension or Termination of the Plan .  By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan.  Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
22.              Governing Law .  This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.  For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware , and agree that such litigation shall be conducted in the courts of Kent County, Delaware , or the federal courts for the United States for Delaware, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.  Participant waives any and all objections and defenses to bringing any such action before a Delaware court including those relating to lack of personal jurisdiction, improper venue or forum non conveniens.
23.              Clawback .  The Restricted Stock Units are subject to any clawback policies of the Committee from time to time in effect.
24.              Sole Agreement .  The Agreement is the entire agreement between the parties, and any and all prior oral and written representations are merged in this Agreement.
25.              Right to Future Awards .  A Participant's eligibility for an award with respect to one year shall not be deemed to create or confer on the Participant any right to a grant in any other year, or any benefit or payment in any similar plan or program that may be established by the Company, in respect of any other year.
26.              Nature of Payments .  Restricted Stock Units shall not be taken into account in computing the compensation of the Participant for purposes of determining any benefit under (i) any pension, retirement or profit sharing plan of the Company, or (ii) any bonus, life insurance or other employee benefit plan of the Company or (iii) any agreement between the Company and the Participant, except as such plan or agreement shall expressly provide.
27.              Counterparts .  The Notice of Grant may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
 
- 7 -

 

 


28.              Remedies .  In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.
29.              Discretionary Nature of Plan .  The Plan is discretionary and may be amended, cancelled, or terminated by the Company at any time in its discretion.
30.              ERISA .  This Award is not intended to be an "employee pension benefit plan" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and therefore it not subject to the requirements of such statute on the regulations promulgated thereunder.
31.              Cancellation of Units .  The Company may, with the Participant's written consent, cancel any Restricted Stock Units awarded to the Participant under this Award.  In the event of such cancellation, all of the Participant's rights as a former holder of such Restricted Stock Units with respect to such cancelled Restricted Stock Units shall terminate.
32.              No Liability of the Company .  The Company shall not be liable for the Participant or any other person with respect to any tax consequence expected but not realized by the Participant or other person due to the receipt, vesting or settlement of the Restricted Stock Units.
 
 
 
- 8 -
 
 
 
 
 
 
Exhibit 31.01

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Giri Devanur, certify that:
 
 
1.
I have reviewed this Quarterly Report on Form 10-Q of AMERI Holdings, Inc. (the "Company");
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
 
 
4.
The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
 
 
5.
The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 
         
Date: November 23, 2015
 
 
 
/s/ Giri Devanur
 
 
 
 
Giri Devanur
 
 
 
 
President and Chief Executive Officer
( Principal Executive Officer )
 
 
 
 
Exhibit 31.02

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Brunda Jagannath, certify that:
 
 
1.
I have reviewed this Quarterly Report on Form 10-Q of AMERI Holdings, Inc. (the "Company");
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
 
 
4.
The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
 
 
5.
The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 
         
Date: November 23, 2015
 
 
 
/s/ Brunda Jagannath
 
 
 
 
Brunda Jagannath
 
 
 
 
VP Finance
( Principal Financial and Accounting Officer )

 
Exhibit 32.01

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Giri Devanur, the President and Chief Executive Officer of AMERI Holdings, Inc. (the "Company"), and Brunda Jagannath, the VP Finance of the Company, each hereby certifies that, to the best of his or her knowledge:
 
The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015, to which this Certification is attached as Exhibit 32 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
         
Date: November 23, 2015
 
 
 
/s/ Giri Devanur
 
 
 
 
Giri Devanur
 
 
 
 
President and Chief Executive Officer
( Principal Executive Officer )
     
Date: November 23, 2015
 
 
 
/s/ Brunda Jagannath
 
 
 
 
Brunda Jagannath
 
 
 
 
VP Finance
( Principal Financial and Accounting Officer )
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.