8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 18, 2017

AMERI Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware	000-26460	95-4484725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Canal Pointe Boulevard, Suite 108, Princeton, New Jersey		08540
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (732) 243-9250

xxx

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 2.02 Results of Operations and Financial Condition.

On August 14, 2017, AMERI Holdings, Inc., a Delaware corporation (the “Company”), filed its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2017. A copy of the press release dated August 18, 2017 announcing the Company’s financial results is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the exhibit hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No. Description

99.1 Press release, dated August 18, 2017.

99.2 Information Related to the Use of Non-GAAP Financial Measures.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 18, 2017	AMERI HOLDINGS, INC.
	By:	/s/ Viraj Patel
		Name:	Viraj Patel
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 18, 2017.
99.2	Information Related to the Use of Non-GAAP Financial Measures.

EX-99.1

Ex. 99.1

AMERI Holdings, Inc. Announces Financial Results for the Second Quarter of 2017

Ameri Holdings continues to streamline and integrate acquired businesses to align with its cloud, digital and enterprise SAP services, specifically focusing on SAP’s futuristic technology investments

PRINCETON, N.J., August 18, 2017 /PRNewswire/ -- AMERI Holdings, Inc. (“Ameri100” or the “Company”) (OTCQB: AMRH), a leading integrated SAP solutions provider, reported financial results for the second quarter ended June 30, 2017.

Ameri100’s Financial Results - Second Quarter 2017 vs. Second Quarter 2016:

· Total revenue was $12.3 million in the second quarter of 2017 (“Q2 2017”), compared to $6.7 million in the second quarter of 2016 (“Q2 2016”);

· Gross profit was $2.3 million, or 19% of total revenue, in Q2 2017, compared to $1.5 million, or 23% of total revenue, in Q2 2016;

· Comprehensive loss was $3.8 million, or ($0.26) per diluted share, in Q2 2017, compared to a net loss of $1.2 million, or ($0.09) per diluted share, in Q2 2016;

· Adjusted EBITDA (a non-GAAP financial measure) was $(602,929) or (4.9%) of total revenue, in Q2 2017, compared to Adjusted EBITDA of ($253,412) or (3.8%) of total revenue, in Q2 2016.

Ameri100’s Financial Results – Six Months Ended June 30, 2017 vs. Six Months Ended June 30, 2016:

· Total revenue was $24.6 million for the six months ended June 30, 2017 (the “Six months of 2017”), compared to $13.7 million for the six months ended June 30, 2016 (the “Six months of 2016”);

· Gross profit was $5.6 million, or 23% of total revenue, in the Six months of 2017, compared to $2.8 million, or 20% of total revenue, in the Six months of 2016;

· Comprehensive loss was $5.0 million, or ($0.35) per diluted share, in the Six months of 2017, compared to a comprehensive loss of $2.4 million, or ($0.19) per diluted share, in the Six months of 2016;

· Adjusted EBITDA (a non-GAAP financial measure) was $231,393 or 0.9% of total revenue, in the Six months of 2017, compared to Adjusted EBITDA of ($646,018) or (4.7%) of total revenue, in the Six months of 2016.

Ameri100 focused on streamlining and aligning its business to the fast-changing constructs of the SAP services market in Q2 2017. The Company is now a comprehensive SAP services company, and the alignments were largely centered around cloud, digital and enterprise SAP services, with a clear focus on SAP’s strategic opportunities for the future – S4/HANA and Leonardo. “The Company will continue to focus on building capabilities in cloud, digital and enterprise SAP services both organically and through acquisitions,” said Giri Devanur, the Company’s President and Chief Executive Officer.

Ernst & Young named Giri Devanur as the Entrepreneur Of The Year® 2017 in the technology category in New Jersey. The award recognizes entrepreneurs who excel in areas such as innovation, financial performance and personal commitment to their businesses and communities. Mr. Devanur was selected by an independent panel of judges.

About Ameri100

AMERI Holdings, Inc. is a fast-growing technology services company which provides cloud, digital and enterprise SAP services to clients worldwide. Headquartered in Princeton, New Jersey Ameri100 has offices in the U.S. and Canada.  The Company also has global delivery centers in India. With its bespoke engagement model, Ameri100 delivers transformational value to its clients across industry verticals. For further information, visit www.ameri100.com 

Forward-Looking Statements

This press release includes forward-looking statements that relate to the business and expected future events or future performance of Ameri100 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Ameri100's financial and growth projections as well as statements concerning our plans, predictions, estimates, strategies, intentions, beliefs and other information concerning our business and the markets in which we operate. The future performance of Ameri100 may be adversely affected by the following risks and uncertainties: the level of market demand for our services, the highly-competitive market for the types of services that we offer, market conditions that could cause our customers to reduce their spending for our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market conditions around the world, and other risks not specifically mentioned herein but those that are common to industry. For a more detailed discussion of these factors and risks, investors should review Ameri100's reports on Form 10-K and other reports filed with the Securities and Exchange Commission (the "SEC"), which can be accessed through the SEC's website. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward- looking statements are qualified in their entirety by this cautionary statement, and Ameri100 undertakes no duty to update this information to reflect future events, information or circumstances.

Investor and Media Contact:

Viraj Patel
100 Canal Pointe Blvd, Suite 108

Princeton, NJ 08540
Phone: (732) 243-9250
Email: investorrelation@ameri100.com

AMERI HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2017		December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	1,041,133	$	1,379,887
Accounts receivable		8,720,203		8,059,910
Investments and other current assets		990,409		625,145
Total current assets		10,751,745		10,064,942
Other assets:
Goodwill and intangible assets, net		32,944,602		25,853,780
Other assets		3,596,493		3,589,201
Total other assets		36,541,095		29,442,981
Total assets	$	47,292,840	$	39,507,923
Current liabilities:
Line of credit		4,105,454		3,088,890
Accounts payable and accrued expenses		6,758,595		7,295,905
Bank Term Loan		406,031		405,376
Consideration payable – Cash/Equity		3,822,989		1,918,781
Dividend Payable		499,965		—
Total current liabilities		15,593,034		12,708,952
Long- term Liabilities:
Convertible notes		1,250,000		—
Bank Term Loan		1,333,718		1,536,191
Consideration payable – Cash/Equity		15,496,222		13,599,077
Total Long-term liabilities		18,079,940		15,135,268
Total liabilities		33,672,974		27,844,220
Total stockholders' equity		13,619,866		11,663,703
Total liabilities and stockholders' equity	$	47,292,840	$	39,507,923

AMERI HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended June 30, 2017			Three Months Ended June 30, 2016			Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
Revenue	$	12,268,259		$	6,686,938		$	24,609,186		$	13,699,902
Cost of revenue		9,935,468			5,169,538			18,975,045			10,926,845
Gross profit		2,332,791			1,517,400			5,634,141			2,773,057
Operating expenses
Selling and marketing		434,895			135,329			767,205			166,679
General and administration		4,405,377			1,977,510			7,106,522			3,696,100
Acquisition related expenses		175,136			239,815			384,480			615,220
Depreciation and amortization		825,657			101,385			1,514,757			213,013
Operating expenses		5,841,065			2,454,039			9,772,964			4,691,012
Operating income (loss)		(3,508,274	)		(936,639	)		(4,138,823	)		(1,917,955	)
Interest expenses		(164,343	)		(270,514	)		(255,149	)		(384,260	)
Changes in estimates		400,000			—			400,000			—
Other expense – net		8,624			(1,862	)		4,475			(2,161	)
Income (loss) before income taxes		(3,263,993	)		(1,209,015	)		(3,989,497	)		(2,304,376	)
Tax benefit / (provision)		—			—			—			—
Income after income taxes		(3,263,993	)		(1,209,015	)		(3,989,497	)		(2,304,376	)
Net income attributable to non-controlling interest		(15,388	)		—			(11,872	)		—
Net income (loss) attributable to the Company		(3,279,381	)		(1,209,015	)		(4,001,369	)		(2,304,376	)
Dividend on preferred stock		(504,826	)		—			(1,004,791	)		—
Net loss attributable to common stock holders		(3,784,207	)		(1,209,015	)		(5,006,160	)		(2,304,376	)
Other comprehensive income (loss), net of tax
Foreign exchange translation		(2,185	)		(2,808	)		3,150			(65,698	)
Comprehensive income/(loss)	$	(3,786,392	)	$	(1,211,823	)	$	(5,003,010	)	$	(2,370,074	)
Comprehensive income/(loss) attributable to the Company		(3,771,004	)		(1,211,823	)		(4,991,138	)		(2,370,074	)
Comprehensive income/(loss) attributable to the non-controlling interest		(15,388	)		—			(11,872	)		—
		(3,786,392	)		(1,211,823	)		(5,003,010	)		(2,370,074	)
Basic income (loss) per share	$	(0.26	)	$	(0.09	)	$	(0.35	)	$	(0.19	)
Diluted income (loss) per share	$	(0.26	)	$	(0.09	)	$	(0.35	)	$	(0.19	)
Basic weighted average number of common shares outstanding		14,610,609			12,845,057			14,352,573			12,359,709
Diluted weighted average number of common shares outstanding		14,610,609			12,845,057			14,352,573			12,359,709

AMERI HOLDINGS, INC.

UNAUDITED RECONCILIATION OF NET INCOME/(LOSS) ATTRRIBUTABLE TO COMPANY TO EBITDA & ADJUSTED EBITDA

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net income (loss) attributable to the Company:	$	(3,279,381	)	$	(1,209,015	)	$	(4,001,369	)	$	(2,304,376	)
Changes in estimates		(400,000	)		—			(400,000	)		—
Depreciation and amortization		825,657			101,385			1,514,757			213,013
Non-Controlling Interest		15,388			—			11,872			—
Interest expense and other, net		155,719			272,376			250,674			386,421
Earnings before interest, tax, depreciation and amortization (EBITDA)		(2,682,617			(835,254	)		(2,624,066	)		(1,704,942	)
Stock based compensation expense		1,904,552			342,027			2,470,979			443,704
Acquisition related expenses		175,136			239,815			384,480			615,220
Adjusted (EBITDA)	$	(602,929	)	$	(253,412	)	$	231,393		$	(646,018	)

EX-99.2

Exhibit 99.2

Use of Non-GAAP Financial Measures

In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing non-GAAP financial measures for Ameri Holdings, Inc. (the “Company”) was disclosed in the Company's press release (the “Press Release”) dated August 18, 2017 announcing results for the fiscal quarter ended June 30, 2017. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management encourages readers to rely upon the GAAP numbers, but includes the non-GAAP financial measures as supplemental metrics to assist readers.

In the Press Release, the Company presented the non-GAAP financial measure “adjusted EBITDA”. Company management uses this non-GAAP financial measures to evaluate the Company's performance. As the Company's core business is providing information technology services and products, Company management finds it useful to use “adjusted EBITDA”, which does not include interest, taxes, depreciation, amortization, preferred stock dividends, stock-based compensation expenses and acquisition related expenses. While we may have these types of items and charges in the future, Company management believes that they are not reflective of the day-to-day offering of its products and services and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company's core business. Company management believes the exclusion of the items described above from “adjusted EBITDA” is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.

The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company's current period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “net income (loss)”, and “net income (loss) per diluted share” (the most comparable GAAP measures) because these non-GAAP financial measures do not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.