UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:June 30,, 2020 2021

 

or

 

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number: 001-38063001-38063

 

SILVERSUN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

16-1633636

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

 

120 Eagle Rock Ave

East Hanover, NJ07936

(Address of principal executive offices)

 

(973) 396-1720

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share  

SSNT 

The NASDAQ Capital Market

 

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 past 12 months, 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☒

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

 

As of August 11, 2020,10, 2021, there were 4,501,2715,136,177 shares outstanding of the registrant’s common stock.

 

 

 

SILVERSUN TECHNOLOGIES, INC.

 

TABLE

TABLE OF CONTENTS

 

Page No.

PART I.FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited):

3

Condensed Consolidated Balance Sheets as of June 30, 20202021 and December 31, 20192020

3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 20202021 and 20192020

4

Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2020 and 2019

5

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 20202021 and 20192020

65

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20202021 and 20192020

7

Notes to Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2425

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2830

Item 4.

Controls and Procedures

2830

PART II.OTHER INFORMATION

Item 1.

Legal Proceedings

2931

Item 1A.

Risk Factors

2931

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2931

Item 3.

Defaults Upon Senior Securities

2931

Item 4.

Mine Safety Disclosures

2931

Item 5.

Other Information

2932

Item 6.

Exhibits

3033

 

 

 

PART I FINANCIAL INFORMATION

Item 1.Financial Statements

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) 

 

  

June 30, 2020

  

December 31, 2019

 

ASSETS

        
         

Current assets:

        

Cash

 $6,859,030  $8,658,401 

Escrow accounts receivable

  575,000   1,150,000 

Accounts receivable, net of allowance of $375,000

  1,966,582   2,529,545 

Unbilled services

  660,962   183,484 

Prepaid expenses and other current assets

  295,489   455,434 
         

Total current assets

  10,357,063   12,976,864 
         

Property and equipment, net

  625,852   712,627 

Operating lease right-of-use assets

  1,375,542   698,840 

Intangible assets, net

  2,423,355   2,607,301 

Goodwill

  891,000   891,000 

Deferred tax assets

  1,126,262   874,482 

Deposits and other assets

  191,804   192,158 
         

Total assets

 $16,990,878  $18,953,272 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        
         

Current liabilities:

        

Accounts payable

 $1,612,286  $2,210,618 

Accrued expenses

  1,482,412   1,189,746 

Accrued dividend

  -   2,250,636 

Accrued interest

  15,751 �� 15,378 

Income taxes payable

  325,355   152,355 

Long term debt – current portion

  69,100   131,795 

Long term convertible debt – current portion

  279,888   277,106 

Finance lease obligations – current portion

  136,861   162,625 

Operating lease liabilities – current portion

  434,523   262,020 

Deferred revenue

  2,317,871   2,006,983 
         

Total current liabilities

  6,674,047   8,659,262 
         

Long term debt net of current portion

  34,656   64,072 

Long term convertible debt net of current portion

  576,839   717,482 

Finance lease obligations net of current portion

  121,460   180,976 

Operating lease liabilities net of current portion

  941,019   436,820 

Total liabilities

  8,348,021   10,058,612 
         

Commitments and contingencies

        
         

Stockholders’ equity:

        

Preferred stock, $0.001 par value; authorized 1,000,000 shares

        

Series A Preferred Stock, $0.001 par value; authorized 2 shares; 

     No shares issued and outstanding

  -   - 

Common stock, $0.00001 par value; authorized 75,000,000 shares;

     4,501,271 shares issued and outstanding

  46   46 

Additional paid-in capital

  9,536,996   9,530,198 

Accumulated deficit

  (894,185)  (635,584

)

         

Total stockholders’ equity

  8,642,857   8,894,660 
         

Total liabilities and stockholders’ equity

 $16,990,878  $18,953,272 
  

June 30, 2021

  

December 31, 2020

 

ASSETS

        
         

Current assets:

        

Cash

 $9,427,360  $6,595,416 

Accounts receivable, net of allowance of $325,000 and $375,000, respectively

  1,470,391   1,580,242 

Unbilled services

  138,748   52,072 

Prepaid expenses and other current assets

  1,519,417   400,820 
         

Total current assets

  12,555,916   8,628,550 
         

Property and equipment, net

  661,647   523,040 

Operating lease right-of-use assets

  1,235,332   1,373,720 

Intangible assets, net

  3,700,238   3,126,336 

Goodwill

  1,011,952   1,011,952 

Deferred tax assets

  827,917   1,039,084 

Deposits and other assets

  193,819   198,726 
         

Total assets

 $20,186,821  $15,901,408 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        
         

Current liabilities:

        

Accounts payable

 $1,142,737  $1,875,115 

Accrued expenses

  1,062,375   1,330,786 

Accrued interest

  22,629   21,206 

Income taxes payable

  83,031   318,031 

Long-term debt – current portion

  428,765   262,301 

Long-term convertible debt – current portion

  0   282,699 

Finance lease obligations – current portion

  176,054   118,658 

Operating lease liabilities – current portion

  515,550   481,250 

Deferred revenue

  2,469,811   2,039,241 
         

Total current liabilities

  5,900,952   6,729,287 
         

Long-term debt net of current portion

  817,849   502,560 

Long-term convertible debt net of current portion

  0   434,783 

Finance lease obligations net of current portion

  158,121   62,316 

Operating lease liabilities net of current portion

  719,782   892,470 
         

Total liabilities

  7,596,704   8,621,416 
         

Commitments and contingencies

        
         

Stockholders’ equity:

        

Preferred stock, $0.001 par value; authorized 1,000,000 shares

        

Series A Preferred Stock, $0.001 par value; authorized 2 shares, 

no shares issued and outstanding

  0   0 

Common stock, $0.00001 par value; authorized 75,000,000 shares,

5,126,629 and 4,501,271 shares issued and outstanding, respectively

  52   46 

Additional paid-in capital

  12,565,034   7,739,883 

Retained earnings (accumulated deficit)

  25,031   (459,937

)

         

Total stockholders’ equity

  12,590,117   7,279,992 
         

Total liabilities and stockholders’ equity

 $20,186,821  $15,901,408 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

30-Jun-20

  

30-Jun-19

  

30-Jun-20

  

30-Jun-19

 

Revenues:

                

Software product, net

 $1,926,697  $1,424,639  $3,695,867  $3,030,915 

Service, net

  7,746,248   7,694,779   16,056,601   15,395,817 

Total revenues, net

  9,672,945   9,119,418   19,752,468   18,426,732 
                 

Cost of revenues:

                

Product

  1,233,165   910,939   2,362,557   1,807,389 

Service

  4,501,175   4,731,581   9,599,097   9,379,822 

Total cost of revenues

  5,734,340   5,642,520   11,961,654   11,187,211 
                 

Gross profit

  3,938,605   3,476,898   7,790,814   7,239,521 
                 

Selling, general and administrative expenses:

                

Selling and marketing expenses

  1,733,472   1,565,966   3,674,795   3,308,416 

General and administrative expenses

  1,981,248   2,077,595   4,107,389   4,132,371 

Share-based compensation expenses

  3,399   3,398   6,798   10,111 

Depreciation and amortization expenses

  173,044   186,570   349,579   360,798 

Total selling, general and administrative expenses

  3,891,163   3,833,529   8,138,561   7,811,696 
                 

Income (loss) from continuing operations

  47,442   (356,631

)

  (347,747

)

  (572,175

)

                 

Other income (expense):

                

Other income

  5,686   -   11,411   - 

Interest income (expense)

  (8,246

)

  (24,131

)

  (647

)

  (40,611

)

Total other income (expense)

  (2,560

)

  (24,131

)

  10,764   (40,611

)

                 

Income (loss) from continuing operations before taxes

  44,882   (380,762

)

  (336,983

)

  (612,786

)

                 

Provision (benefit) for income taxes

  11,368   (79,960)  (78,382

)

  (128,685)

Income (loss) from continuing operations

  33,514   (300,802

)

  (258,601

)

  (484,101

)

                 
                 

Discontinued operations

                

Income from discontinued operations

  -   378,648   -   734,021 

Provision for income taxes

  -   80,736   -   156,774 

Income from discontinued operations

  -   297,912   -   577,247 
                 

Net (loss) income

 $33,514  $(2,890

)

 $(258,601

)

 $93,146 
                 

Basic earnings (loss) per share applicable to common shareholders:

                

Continuing operations

 $0.01  $(0.07

)

 $(0.06

)

 $(0.11

)

Discontinued operations

 $-  $0.07  $-  $0.13 

Net (loss) income

 $0.01  $(0.00

)

 $(0.06

)

 $0.02 
                 

Diluted earnings (loss) per share applicable to common shareholders:

                

Continuing operations

 $0.01  $(0.07

)

 $(0.06

)

 $(0.11

)

Discontinued operations

 $-  $0.07  $-  $0.13 

Net (loss) income

 $0.01  $(0.00

)

 $(0.06

)

 $0.02 
                 

Weighted average shares outstanding:

                

Basic

  4,501,271   4,500,755   4,501,271   4,500,755 

Diluted

  4,714,070   4,500,755   4,501,271   4,500,755 
  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2021

  

June 30, 2020

  

June 30, 2021

  

June 30, 3020

 

Revenues:

                

Software product, net

 $1,761,485  $1,926,697  $3,765,496  $3,695,867 

Service, net

  8,467,724   7,746,248   17,343,181   16,056,601 

Total revenues, net

  10,229,209   9,672,945   21,108,677   19,752,468 
                 

Cost of revenues:

                

Product

  985,518   1,233,165   2,135,572   2,362,557 

Service

  4,973,011   4,501,175   9,955,888   9,599,097 

Total cost of revenues

  5,958,529   5,734,340   12,091,460   11,961,654 
                 

Gross profit

  4,270,680   3,938,605   9,017,217   7,790,814 
                 

Selling, general and administrative expenses:

                

Selling and marketing expenses

  1,614,106   1,733,472   3,333,414   3,674,795 

General and administrative expenses

  2,193,277   1,981,248   4,528,195   4,107,389 

Share-based compensation expenses

  48,940   3,399   49,932   6,798 

Depreciation and amortization expenses

  210,453   173,044   408,499   349,579 

Total selling, general and administrative expenses

  4,066,776   3,891,163   8,320,040   8,138,561 
                 

Income (loss) from operations

  203,904   47,442   697,177   (347,747

)

                 

Other income (expense):

                

Other income

  0   5,686   0   11,411 

       Interest expense

  (7,167

)

  (8,246

)

  (17,192

)

  (647

)

Total other income (expense)

  (7,167

)

  (2,560

)

  (17,192

)

  10,764 
                 

Income (loss) before taxes

  196,737   44,882   679,985   (336,983

)

                 

Provision (benefit) for income taxes

  66,448   11,368   195,017   (78,382

)

                 

Net income (loss)

 $130,289  $33,514  $484,968  $(258,601

)

                 

Net income (loss) per common share:

                

Basic

 $0.03  $0.01  $0.10  $(0.06)

Fully diluted

 $0.03  $0.01  $0.10  $(0.06)
                 

Weighted average shares:

                

Basic

  5,062,752   4,501,271   4,914,844   4,501,271 

Diluted

  5,065,093   4,714,070   4,916,797   4,501,271 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

4

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS EQUITY

 

FOR THE SIXTHREE MONTHS ENDED JUNE 30, 2021

  

Series A

Preferred Stock

  

Series B

Preferred Stock

  

Common Stock

Class A

  

Additional

Paid in

  

(Accumulated Deficit)

Retained

  

Total

Stockholders’

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 

Balance at April 1, 2021

  -  $-   -  $-   5,061,177  $52  $11,793,978  $(105,258

)

 $11,688,772 
                                     

Share-based compensation

  -   -   -   -   -   -   48,940   -   48,940 

Issuance of common stock from a public offering, net of expenses

  -   -   -   -   65,452   -   722,116   -   722,116 

Net income

  -   -   -   -   -   -   -   130,289   130,289 
                                     

Balance at June 30, 2021

  -  $-   -  $-   5,126,629  $52  $12,565,034  $25,031  $12,590,117 

FOR THE THREE MONTHS ENDED JUNE 30, 2020

 

 

 

Series A

Preferred Stock

 

 

Series B

Preferred Stock

 

 

Common Stock

Class A

 

 

Additional

Paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at January 1, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

4,501,271

 

 

$

46

 

 

$

9,530,198

 

 

$

(635,584

)

 

$

8,894,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,798

 

 

 

-

 

 

 

6,798

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(258,601

)

 

 

(258,601

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

4,501,271

 

 

$

46

 

 

$

9,536,996

 

 

$

(894,185

)

 

$

8,642,857

 

  

Series A

Preferred Stock

  

Series B

Preferred Stock

  

Common Stock

Class A

  

Additional

Paid in

  

Accumulated

  

Total

Stockholders’

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Equity

 

Balance at April 1, 2020

  -  $-   -  $-   4,501,271  $46  $9,533,597  $(927,699

)

 $8,605,944 
                                     

Share-based compensation

  -   -   -   -   -   -   3,399   -   3,399 

Net income

  -   -   -   -   -   -   -   33,514   33,514 
                                     

Balance at June 30, 2020

  -  $-   -  $-   4,501,271  $46  $9,536,996  $(894,185

)

 $8,642,857 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2019

 

 

Series A

Preferred Stock

 

 

Series B

Preferred Stock

 

 

Common Stock

Class A

 

 

Additional

Paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at January 1, 2019

 

 

-

 

 

$

-

 

 

 

1

 

 

$

1

 

 

 

4,500,755

 

 

$

46

 

 

$

11,763,923

 

 

$

(7,429,810

)

 

$

4,334,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,111

 

 

 

-

 

 

 

10,111

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

93,146

 

 

 

93,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

 

 

-

 

 

$

-

 

 

 

1

 

 

$

1

 

 

 

4,500,755

 

 

$

46

 

 

$

11,774,034

 

 

$

(7,336,664

)

 

$

4,437,417

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS EQUITY

 

FOR THE THREESIX MONTHS ENDED JUNE 30,, 2020 2021

 

 

 

Series A

Preferred Stock

 

 

Series B

Preferred Stock

 

 

Common Stock

Class A

 

 

Additional

Paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at April 1, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

4,501,271

 

 

$

46

 

 

$

9,533,597

 

 

$

(927,699

)

 

$

8,605,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,399

 

 

 

-

 

 

 

3,399

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

33,514

 

 

 

33,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

4,501,271

 

 

$

46

 

 

$

9,536,996

 

 

$

(894,185

)

 

$

8,642,857

 

  

Series A

Preferred Stock

  

Series B

Preferred Stock

  

Common Stock

Class A

  

Additional

Paid in

  

(Accumulated Deficit)

Retained

  

Total

Stockholders’

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 

Balance at January 1, 2021

  -  $-   -  $-   4,501,271  $46  $7,739,883  $(459,937

)

 $7,279,992 
                                     

Issuance of common stock in exchange for convertible debt

  -   -   -   -   166,606   2   670,755   -   670,757 

Issuance of common stock from a public offering, net of expenses

  -   -   -   -   458,752   4   4,104,464   -   4,104,468 

Share-based compensation

  -   -   -   -   -   -   49,932   -   49,932 

Net income

  -   -   -   -   -   -   -   484,968   484,968 
                                     

Balance at June 30, 2021

  -  $-   -  $-   5,126,629  $52  $12,565,034  $25,031  $12,590,117 

 

 

FOR THE THREESIX MONTHS ENDED JUNE 30,, 2019 2020

 

 

 

Series A

Preferred Stock

 

 

Series B

Preferred Stock

 

 

Common Stock

Class A

 

 

Additional

Paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at April 1, 2019

 

 

-

 

 

$

-

 

 

 

1

 

 

$

1

 

 

 

4,500,755

 

 

$

46

 

 

$

11,770,636

 

 

$

(7,333,774

)

 

$

4,436,909

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,398

 

 

 

-

 

 

 

3,398

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,890)

 

 

 

(2,890

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

 

 

-

 

 

$

-

 

 

 

1

 

 

$

1

 

 

 

4,500,755

 

 

$

46

 

 

$

11,774,034

 

 

$

(7,336,664

)

 

$

4,437,417

 

  

Series A

Preferred Stock

  

Series B

Preferred Stock

  

Common Stock

Class A

  

Additional

Paid in

  

Accumulated

  

Total

Stockholders’

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Equity

 

Balance at January 1, 2020

  -  $-   -  $-   4,501,271  $46  $9,530,198  $(635,584

)

 $8,894,660 
                                     

Share-based compensation

  -   -   -   -   -   -   6,798   -   6,798 

Net loss

  -   -   -   -   -   -   -   (258,601

)

  (258,601

)

                                     

Balance at June 30, 2020

  -  $-   -  $-   4,501,271  $46  $9,536,996  $(894,185

)

 $8,642,857 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

6

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

Six Months Ended

June 30,

 
  

2020

  

2019

 

Cash flows from operating activities:

        

Net (loss) income

 $(258,601

)

 $93,146 

Net income from discontinued operations

  -   577,247 

Net loss from continuing operations

  (258,601

)

  (484,101

)

Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:

        

Deferred income taxes

  (251,780

)

  (132,774)

Depreciation and amortization

  165,633   161,112 

Amortization of intangibles

  183,946   199,687 

Amortization of right of use assets

  230,960   139,742 

Bad debt expense

  9,175   - 

Share-based compensation

  6,798   10,111 
         

Changes in assets and liabilities:

        

Accounts receivable

  553,788   (835,652

)

Unbilled services

  (477,478

)

  (469,940

)

Prepaid expenses and other current assets

  159,945   27,361 

Deposits and other assets

  354   (2,642

)

Accounts payable

  (598,332

)

  (325,692

)

Accrued expenses

  292,666   (439,639

)

Income tax payable

  173,000   3,313 

Accrued interest

  373   371 

Deferred revenues

  310,888   924,194 

Operating lease obligations

  (230,960

)

  (139,742

)

 Net cash provided by (used in) operating activities of continuing operations

  270,375   (1,364,291

)

         

Cash flows from investing activities:

        

Purchase of property and equipment

  (78,858

)

  (23,693

)

Acquisition of business

  -   (60,000

)

Software development costs

  -   (80,534

)

Escrow accounts receivable

  575,000   - 

Net cash provided by (used in) investing activities of continuing operations

  496,142   (164,227

)

         

Cash flows from financing activities:

        

Payment of cash dividend

  (2,250,636

)

  (225,038

)

Proceeds from PPP loan

  3,150,832   - 

Payment of PPP loan

  (3,150,832

)

  - 

Payment of contingent consideration

  -   (22,548

)

Payment of long term debt

  (92,112

)

  (115,784

)

Payment of long term convertible debt

  (137,860

)

  (135,133

)

Payment of finance lease obligations

  (85,280

)

  (58,539

)

Net cash used in financing activities of continuing operations

  (2,565,888

)

  (557,042

)

         

Cash flows from discontinued operations:

        

               Operating activities of discontinued operations

  -   806,189 

               Investing activities of discontinued operations

  -   (93,826

)

Net cash provided by discontinued operations

  -   712,363 
         

Net decrease in cash

  (1,799,371

)

  (1,373,197

)

         

Cash, beginning of period

  8,658,401   1,900,857 
         

Cash, end of period

 $6,859,030  $527,660 
         

Cash paid during period for:

        

Interest

 $21,796  $40,611 

Income taxes

 $25,648  $901 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

  

Six Months Ended

June 30,

 
  

2021

  

2020

 

Cash flows from operating activities:

        

Net income (loss)

 $484,968  $(258,601

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

        

Deferred income taxes

  211,167   (251,780

)

Depreciation and amortization

  157,619   165,633 

Amortization of intangibles

  251,739   183,946 

Amortization of right of use assets

  247,045   230,960 

Bad debt expense

  (50,000

)

  9,175 

Share-based compensation

  49,932   6,798 
         

Changes in assets and liabilities:

        

Accounts receivable

  159,851   553,788 

Unbilled services

  (86,676

)

  (477,478

)

Prepaid expenses and other current assets

  (1,118,597

)

  159,945 

Deposits and other assets

  4,907   354 

Accounts payable

  (732,378

)

  (598,332

)

Accrued expenses

  (268,411

)

  292,666 

Income tax payable

  (235,000

)

  173,000 

Accrued interest

  1,423   373 

Deferred revenues

  330,632   310,888 

Operating lease obligations

  (247,045

)

  (230,960

)

Net cash (used in) provided by operating activities

  (838,824

)

  270,375 
         

Cash flows from investing activities:

        

Purchase of property and equipment

  (72,121

)

  (78,858

)

Acquisition of business

  (145,703

)

  0 

Escrow accounts receivable

  0   575,000 

Net cash (used in) provided by investing activities

  (217,824

)

  496,142 
         

Cash flows from financing activities:

        

Payment of cash dividend

  0   (2,250,636

)

Proceeds from PPP loan

  0   3,150,832 

Payment of PPP loan

  0   (3,150,832

)

Proceeds from issuance of stock, net of expenses

  4,104,468   0 

Payment of long-term debt

  (98,247

)

  (92,112

)

Payment of long-term convertible debt

  (46,725

)

  (137,860

)

Payment of finance lease obligations

  (70,904

)

  (85,280

)

Net cash provided by (used in) financing activities

  3,888,592   (2,565,888

)

         
         

Net increase (decrease) in cash

  2,831,944   (1,799,371

)

         

Cash, beginning of period

  6,595,416   8,658,401 
         

Cash, end of period

 $9,427,360  $6,859,030 
         

Cash paid during period for:

        

Interest

 $15,769  $21,796 

Income taxes

 $312,800  $25,648 

7

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIXTHREE MONTHS ENDED JUNE 30,, 2021 AND 2020 AND 2019

 

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

For the six months ended June 30, 2021:

On January 18, 2021, the Company incurred approximately $90,007 in financial lease obligations for purchases of equipment.

In February 2021, ISM converted the outstanding balance of the ISM Note in the amount of $479,110 into 119,004 shares of the Company’s common stock. At June 30, 2021 and December 31, 2020, the outstanding balances on the ISM Note were $-0- and $512,487 respectively (see Note 6).

In February 2021, Nellnube converted the outstanding balance of the Nellnube Note in the amount of $191,645 into 47,602 shares of the Company’s common stock. At June 30, 2021 and December 31, 2020, the outstanding balances on the Nellnube Note were $-0- and $204,995 respectively (see Note 6).

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”).  The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  

On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”).  The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  

The Company entered into an operating lease for equipment with Atmosera, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $90,245.

The Company entered into an operating lease for equipment with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $18,412.

On June 18, 2021, the Company incurred approximately $134,097 in financial lease obligations for purchases of equipment.

For the six months ended June 30, 2020:

 

On January 23, 2020 the Company entered into an operating lease for equipment with VAR Technology Finance. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $453,379.

 

On January 29, 2020 the Company entered into an operating lease in Greensboro, NC. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $104,296.

 

On February 1, 2020 the Company entered into an operating lease in East Hanover, NJ. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $349,987.

 

 

For the six months ended June 30, 2019:

 

The Company acquired certain assets of Partners in Technology, Inc. (“PIT”) for a $174,000 promissory note in addition to a cash payment of $60,000. (see Note 10).

 

Operating lease right of use assets and operating lease liabilities were recognized in the amount of $911,000 at January 1, 2019.

On April 1, 2019 the company entered into an operating lease in Lisle, IL and operating lease right of use assets and operating lease liabilities were recognized in the amount of $71,685.

The Company incurred approximately $291,936 in finance lease obligations for purchases of equipment.

See accompanying notes to the unaudited condensed consolidated financial statements.

 

8

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 DESCRIPTION OF BUSINESS

 

SilverSun Technologies, Inc. (“SilverSun”) through our wholly owned subsidiaries SWK Technologies, Inc. (“SWK”), Secure Cloud Services, Inc. (“SCS”) and Critical Cyber Defense Corp. (“CCD”) together with SWK, SCS and SilverSun (the(collectively the “Company”) is a business application, technology and consulting company providing strategies and solutions to meet our clients’ information, technology and business management needs. Our services and technologies enable customers to manage, protect and monetize their enterprise assets whether on-premise or in the “Cloud”. As a value-added reseller of business application software, we offer solutions for accounting and business management, financial reporting, Enterprise Resource Planning (“ERP”), Human Capital Management (“HCM”), Warehouse Management Systems (“WMS”), Customer Relationship Management (“CRM”), and Business Intelligence (“BI”). Additionally, we have our own development staff building software solutions for time and billing, and various ERP enhancements. Our value-added services focus on consulting and professional services, specialized programming, training, and technical support. We have a dedicated network services practice that provides managed services, cybersecurity, application hosting, disaster recovery, business continuity, cloud and other services. Our customers are nationwide, with concentrations in the New York/New Jersey metropolitan area, Arizona, Southern California, North Carolina, Washington, Oregon and Illinois.

 

On August 26, 2019 SWK entered into and closed that certain Asset Purchase Agreement (the “MAPADOC Asset Purchase Agreement”) by and among the Company, SPS Commerce, Inc., as buyer (“SPS”), and SWK as seller, pursuant to which SPS agreed to acquire from SWK substantially all of the assets related to the MAPADOC business (See footnote 13).

The Company is publicly traded and was quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “SSNT” until April 18, 2017. Since April 19, 2017, the Company has beenis listed and is traded on the NASDAQ Capital Market under the symbol “SSNT”.  

 

The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses,  customers seeking relief or  extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2020,2021, the results of operations for the three and six months ended June 30, 20202021 and 20192020 and cash flows for the six months ended June 30, 20202021 and 2019.2020.  These results are not necessarily indicative of the results to be expected for the full year.

 

The financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and consequently have been condensed and do not include all of the disclosures normally made in an Annual Report on Form 10-K.  The December 31, 20192020 balance sheet included herein was derived from the audited consolidated financial statements included in the Company’s annual reportAnnual Report on Form 10-K. Accordingly, the financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020, filed with the SEC on March 26, 2020.25, 2021.

 

All financial results of the EDI practice are classified as discontinued operations for the purpose of this quarterly report (see Note 13).

The accompanying unaudited condensed consolidated financial statements include the accounts of the “Company”SilverSun and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and accounts have been eliminated in consolidation.

 

9

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

 

9

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill

 

Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. No impairment losses were identified or recorded for the three and six months ended June 30, 20202021 and 2019.2020.

 

Capitalization of proprietary developed software

 

Software development costs are accounted for in accordance with ASC 985-20, Software Costs of Software to be Sold, Leased or Marketed. Costs associated with the planning and designing phase of software development are expensed as incurred. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients, and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is calculated on a solution-by-solution basis and is over the estimated economic life of the software. Amortization commences when a solution is available for general release to clients.

 

Business Combinations

We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within SG&A.

Definite Lived Intangible Assets and Long-lived Assets

 

Purchased intangible assets are recorded at fair value using an independent valuation at the date of acquisition and are amortized over the useful lives of the asset using the straight-line amortization method. 

 

The Company assesses potential impairment of its intangible assets and other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. No impairment losses were identified or recorded for the three and six months ended June 30, 20202021 and 2019.2020. 

 

Revenue Recognition

 

The Financial Accounting Standards Board “FASB” issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 which superseded nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts.

 

With the adoption of ASC 606, the Company has elected the significant financing component practical expedient.  In determining the transaction price, the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

 

10

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Software product revenue is recognized when the product is delivered to the customer and the Company’s performance obligation is fulfilled.

 

10

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer.

Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales.revenues.

 

  

For the Three Months Ending June 30,

  

For the Six Months Ending June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Professional Consulting

 $3,357,915  $3,016,724  $6,905,493  $6,017,285 

Maintenance Revenue

 $1,592,449  $1,606,869  $3,290,925  $3,434,369 

Ancillary Service Revenue

 $2,795,884  $3,071,186  $5,860,183  $5,944,163 

Unbilled ServicesComponents of revenue:

 

  

For the Three Months Ending

June 30,

 
  

2021

  

2020

 

Software revenue

 $1,761,485  $1,926,696 

Professional consulting

  3,297,888   3,383,813 

Maintenance revenue

  1,666,780   1,592,449 

Ancillary service revenue

  3,503,056   2,769,987 
  $10,229,209  $9,672,945 

  

For the Six Months Ending

June 30,

 
  

2021

  

2020

 

Software revenue

 $3,765,496  $3,695,867 

Professional consulting

  6,810,201   6,905,493 

Maintenance revenue

  3,519,453   3,290,925 

Ancillary service revenue

  7,013.527   5,860,183 
  $21,108,677  $19,752,468 

Unbilled Services

The Company recognizes revenue on its professional services as those services are performed. Unbilled services (contract assets) represent the revenue recognized but not yet invoiced.

 

Deferred Revenues

 

Deferred revenues consist of maintenance on proprietary products (contract liabilities), customer telephone support services (contract liabilities) and deposits for future consulting services which will be earned as such services are performed over the contractual or stated period, which generally ranges from three to twelve months. As of June 30, 2020,2021, there was $129,605$184,970 in deferred maintenance, $257,516$395,251 in deferred support services, and $1,930,750,$1,889,590, in deposits for future consulting services. As of December 31, 2019,2020, there was $145,977$167,267 in deferred maintenance, $159,165$308,343 in deferred support services, and $1,701,841$1,563,631 in deposits for future consulting services.

 

Commissions

 

Sales commissions relating to service revenues are considered incremental and recoverable costs of obtaining a project with our customer. These commissions are calculated based on estimated revenue to be generated over the life of the project.  These costs are deferred and expensed as the service revenue is earned.  Commission expense is included in selling and marketing expenses in the accompanying unaudited condensed consolidated statements of operations.

 

11

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at June 30, 2021 and December 31, 2020, as defined in Financial Accounting Standards Board (“FASB”) ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying unaudited condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.

The carrying amounts reported in the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments.  Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. 

Leases

The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space and equipment. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.

The Company has assessed its contracts and concluded that its leases consist of finance and operating leases. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s unaudited condensed consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately.

Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

 

Concentrations

 

The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year.  At June 30, 20202021 and December 31, 2019,2020, the Company had cash on deposit of $6,087,520$8,524,717 and $8,016,900,$5,900,593, respectively, in excess of the federally insured limits of $250,000.

 

12

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As of June 30, 2020,2021, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2019,2020, no one customer represented 14%more than 10% of the total accounts receivable and unbilled services.

 

For the six months ended June 30, 20202021 and 2019,2020, the Company’s top ten customers accounted for 12%11% ($2,433,153)2,283,248) and 12% ($2,267,328)2,433,153), respectively, of total revenues.  The Company does not rely on any one specific customer for any significant portion of its revenue.

 

11

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

For the six months ended June 30, 20202021 and 2019,2020, purchases from one supplier through a “channel partner” agreement were approximately 14% and 20%14% of cost of revenues, respectively.  This channel partner agreement is for a one year term and automatically renews for an additional one year term on the anniversary of the agreements effective date.

 

As of June 30, 2020 and December 31, 2019,2021, one supplier represented approximately 23% and 15%13% of total accounts payable respectively.payable. For the year ended December 31, 2020 two suppliers represented approximately 39% of accounts payable.

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable cash and escrow accounts receivable.cash.  As of June 30, 2020,2021, the Company believes it has no significant risk related to its concentration of accounts receivable.

 

Accounts Receivable

 

Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is primarily due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services.

 

The Company maintains an allowance for bad debt estimated by considering a number ofseveral factors, including the length of time the amounts are past due, the Company’s previous loss history and the customer’s current ability to pay its obligations.  Accounts are written off against the allowance when deemed uncollectable.

 

Property and Equipment

 

Property and equipment is stated at cost, net of accumulated depreciation and amortization.  Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally three to seven years.  Maintenance and repairs that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred.

 

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the unaudited condensed consolidated statements of operations.

 

Income Taxes

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Based on ASU 2015-17, all deferred tax assets or liabilities are classified as long-term. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date.

 

The Company has federal net operating loss (“NOL”) carryforwards which are subject to limitations under Section 382 of the Internal Revenue Code.

 

The Company files income tax returns in the U.S. federal and state jurisdictions. Tax years 20162017 to 20192020 remain open to examination for both the U.S. federal and state jurisdictions.

 

There were no liabilities for uncertain tax positions at June 30, 20202021 and December 31, 2019.2020.

 

12
13

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value Measurement

 

The accounting standards define fair value and establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is as follows:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

 

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. 

 

The Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, and accrued liabilities.  The carrying value of longer term lease and debt obligations approximate fair value as their stated interest rates approximate the rates currently available. The Company’s goodwill, intangibles and intangibleslease obligations are measured at fair-value on a non-recurring basis using Level 3 inputs, as discussed in NoteNotes 5 and 10.

 

Stock-Based Compensation

 

Compensation expense related to share-based transactions, including employee stock options, is measured and recognized in the financial statements based on a determination of the fair value. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For employee stock options, the Company recognizes expense over the requisite service period on a straight-line basis (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

 

Recently Adopted Authoritative Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which includes provisions, intended to simplify the test for goodwill impairment. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This was adopted on January 1, 2020  and did not have a significant impact on our financial position and results of operations.

Recent Authoritative Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments -Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements.  The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. We dowas adopted on January 1, 2021 and did not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes.  The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.  We doThis was adopted on January 1, 2021 and did not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

 

Recent Authoritative Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is evaluating the impact of the adoption on its consolidated financial statements.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

13
14

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)Unaudited)

 

NOTE 3 NET INCOME (LOSS) INCOME PER COMMON SHARE 

 

The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding option and warrants to the extent they are dilutive.

 

For the three and six months ended June 30, 20202021 and 2019,2020, the average market prices for the periods ended are less than the exercise price of all the outstanding stock options, and warrants, therefore, the inclusion of the stock options and warrants would be anti-dilutive. In addition,For the three months ended June 30, 2021, the average market prices for the periods ended are less than the exercise price of all the outstanding stock options, therefore, the inclusion of the stock options would be anti-dilutive. For the six months ended June 30, 2020, since the effect of common stock equivalents is anti-dilutive with respect to losses,the loss, the convertible promissory notes have also been excluded from the Company’s computation of net loss per common share for continuing operations for the six months ended June 30, 2020 and three and six months ended June 30, 2019. Therefore, basic and diluted income (loss) per common share for continuing operations for the six months ended June 30, 2020 and three and six months ended June 30, 2019 are the same.share. For the three months ended June 30, 2020 convertible promissory notes have been included in the Company’s computation of income per common share for continuing operations.share. For the three and six months ended June 30, 2021 since the convertible promissory notes have been converted into common stock, they have been excluded in the Company’s computation of net income (loss) per common share.

 

  

Three Months

Ended

  

Three Months

Ended

 
  

June 30, 2020

  

June 30, 2019

 

Basic net income (loss) from continuing operations per share computation:

        

Net income (loss) from continuing operations

 $33,514  $(300,802

)

Weighted-average common shares outstanding

  4,501,271   4,500,755 

Basic net income (loss) per share

 $0.01  $(0.07

)

Diluted net income (loss) from continuing operations per share computation:

        

Net income (loss) per above

 $33,514  $(300,802

)

Interest on Convertible debt

  4,514   - 

Net income (loss)

  38,028   (300,802

)

Weighted-average common shares outstanding

  4,501,271   4,500,755 

Incremental shares for convertible promissory notes

  212,799   - 

Total adjusted weighted-average shares

  4,714,070   4,500,755 

Diluted net income (loss) per share

 $0.01  $(0.07

)

  

Six Months

Ended

  

Six Months

Ended

 
  

June 30, 2020

  

June 30, 2019

 

Basic net income (loss) from continuing operations per share computation:

        

Net loss from continuing operations

 $(258,601

)

 $(484,101

)

Weighted-average common shares outstanding

  4,501,271   4,500,755 

Basic net loss per share

 $(0.06

)

 $(0.11

)

Diluted net income (loss) from continuing operations per share computation:

        

Net income (loss) per above

 $(258,601

)

 $(484,101

)

Net income (loss)

  (258,601

)

  (484,101

)

Weighted-average common shares outstanding

  4,501,271   4,500,755 

Incremental shares for convertible promissory notes

  -   - 

Total adjusted weighted-average shares

  4,501,271   4,500,755 

Diluted net income (loss) per share

 $(0.06

)

 $(0.11

)

  

Three Months

Ended

  

Three Months

Ended

 
  

June 30, 2021

  

June 30, 2020

 

Basic net income per share computation:

        

Net income

 $130,289  $33,514 

Weighted-average common shares outstanding

  5,062,752   4,501,271 

Basic net income per share

 $0.03  $0.01 

Diluted net income per share computation:

        

Net income per above

 $130,289  $33,514 

Interest on convertible debt

  0   4,514 

Net income

  130,289   38,028 

Weighted-average common shares outstanding

  5,062,752   4,501,271 

Incremental shares for warrants and convertible promissory notes

  2,341   212,799 

Total adjusted weighted-average shares

  5,065,093   4,714,070 

Diluted net income per share

 $0.03  $0.01 

 

14

  

Six Months

Ended

  

Six Months

Ended

 
  

June 30, 2021

  

June 30, 2020

 

Basic net income (loss):

        

Net income (loss)

 $484,968  $(258,601

)

Weighted-average common shares outstanding

  4,914,844   4,501,271 

Basic net income (loss) per share

 $0.10  $(0.06

)

Diluted net income (loss):

        

Net income (loss) per above

 $484,968  $(258,601

)

Net income (loss)

  484,968   (258,601

)

Weighted-average common shares outstanding

  4,914,844   4,501,271 

Incremental shares for warrants

  1,953   0 

Total adjusted weighted-average shares

  4,916,797   4,501,271 

Diluted net income (loss) per share

 $0.10  $(0.06

)

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earningsincome (loss) per share.

 

  

Three Months

June 30, 2020

  

Three Months

June 30, 2019

 

Stock options

  22,280   46,947 

Warrants

  4,988   208,241 

Convertible promissory notes

  -   280,943 
         

Total potential dilutive securities not included in loss per share

  

27,268

   536,131 
  

Three Months

June 30, 2021

  

Three Months

June 30, 2020

 

Stock options

  99,990   22,280 

Warrants

  0   4,988 
         

Total potential dilutive securities not included in income (loss) per share

  99,990   27,268 

 

  

Six Months

June 30, 2020

  

Six Months

June 30, 2019

 

Stock options

  22,280   41,613 

Warrants

  4,988   208,241 

Convertible promissory notes

  212,799   280,943 
         

Total potential dilutive securities not included in loss per share

  240,067   530,797 
15

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited)

NOTE 3 NET INCOME (LOSS) PER COMMON SHARE(Continued)

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on income (loss) per share.

  

Six Months

June 30, 2021

  

Six Months

June 30, 2020

 

Stock options

  99,990   22,280 

Warrants

  0   4,988 

Convertible promissory notes

  0   212,799 
         

Total potential dilutive securities not included in income (loss) per share

  99,990   240,067 

NOTE 4 PROPERTY AND EQUIPMENT

 

Property and equipment is summarized as follows:

 

  

June 30, 2020

  

December 31, 2019

 

Leasehold improvements

 $98,831  $98,831 

Equipment, furniture and fixtures

  2,921,198   2,842,340 
   3,020,029   2,941,171 

Less: Accumulated depreciation and amortization

  (2,394,177

)

  (2,228,544

)

         

Property and equipment, net

 $625,852  $712,627 
  

June 30, 2021

  

December 31, 2020

 

Leasehold improvements

 $98,831  $165,701 

Equipment, furniture and fixtures

  3,263,348   2,900,252 
   3,362,179   3,065,953 

Less: Accumulated depreciation and amortization

  (2,700,532

)

  (2,542,913

)

         

Property and equipment, net

 $661,647  $523,040 

 

Depreciation and amortization expense related to these assets was $81,070$79,317 and $165,633,$157,619, respectively, for the three and six months ended June 30, 20202021 as compared to $86,726$81,070 and $161,112$165,633 for the three and six months ended June 30, 2019.2020.  

Property and equipment under finance leases are summarized as follows:

  

June 30, 2020

  

December 31, 2019

 

Equipment, furniture and fixtures

  659,293   708,272 

Less: Accumulated amortization

  (296,144

)

  (248,497

)

         

Property and equipment, net

 $363,149  $459,775 

 

15

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 INTANGIBLE ASSETS

 

Intangible assets consist of proprietary developed software, intellectual property, customer lists and acquired contracts carried at cost less accumulated amortization and customer lists acquired at fair value less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives.

 

The components of intangible assets are as follows:

 

  

June 30, 2020

  

December 31, 2019

  

Estimated Useful Lives

 

Proprietary developed software

 $390,082  $390,082   5 – 7 

Intellectual property, customer list, and acquired contracts

  4,430,014   4,430,014   5 – 15 

Total intangible assets

 $4,820,096  $4,820,096     

Less: accumulated amortization

  (2,396,741

)

  (2,212,795

)

    
  $2,423,355  $2,607,301     
  

June 30, 2021

  

December 31, 2020

  

Estimated

Useful Lives

 

Proprietary developed software

 $390,082  $390,082  5 –7 

Intellectual property, customer list, and acquired contracts

  6,166,253   5,340,612  5 –15 

Total intangible assets

 $6,556,335  $5,730,694    

Less: accumulated amortization

  (2,856,097

)

  (2,604,358

)

   
  $3,700,238  $3,126,336    

 

Amortization expense related to the above intangible assets for the three and six months ended June 30, 20202021 was $91,974$131,502 and $183,946,$251,739, respectively, as compared to $99,844$91,974 and $199,687$183,946 for the three and six months ended June 30, 2020 and 2019.2020.

 

The Company expects future amortization expense to be the following:

 

 

 

Amortization

 

Remainder of 2020

 

$

181,097

 

2021

 

 

328,495

 

2022

 

 

261,792

 

2023

 

 

198,680

 

2024

 

 

198,680

 

Thereafter

 

 

1,254,611

 

 

 

 

 

 

Total

 

$

2,423,355

 

  

Amortization

 

Remainder of 2021

 $276,142 

2022

  492,427 

2023

  429,314 

2024

  429,314 

2025

  422,457 

2026

  407,875 

Thereafter

  1,242,709 
     

Total

 $3,700,238 

16

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 CONVERTIBLE DEBT AND LONG-TERM DEBT, RELATED PARTY AND PPP LOAN

 

On July 6, 2015, SWK acquired certain assets of ProductiveTech Inc. (“PTI”) pursuant to an Asset Purchase Agreement for cash of $500,000 and a promissory note for $600,000 (the “PTI Note”).  The PTI Note is due in 60 months from the closing date and bears interest at a rate of two and one half (2.5%) percent per annum.  Monthly payments including interest are $10,645. At June 30, 2020 and December 31, 2019, the outstanding balance on the PTI Note was $10,623 and $73,899, respectively.

On May 31, 2018, SWK acquired certain assets of Info Sys Management, Inc. (“ISM”) pursuant to an Asset Purchase Agreement for cash of $300,000 and a promissory note issued in the aggregate principal amount of $1,000,000 (the “ISM Note”).  The ISM Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $17,528. The ISM Note has an optional conversion feature whereby the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, until payment in full of the ISM Note, all of the outstanding principal amount of the ISM Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, a price equal to the average closing price of its Common Stock for the five (5) trading days immediately preceding the issuance date of the ISM Note (the “Fixed Conversion Price”). In February 2021, ISM converted the outstanding balance of the ISM Note in the amount of $479,111 into 119,004 shares of the Company’s common stock. At June 30, 20202021 and December 31, 20192020, the outstanding balancebalances on the ISM Note was $611,948were $-0- and $710,420$512,487 respectively.

 

16

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – CONVERTIBLE DEBT AND LONG-TERM DEBT, RELATED PARTY AND PPP LOAN (Continued)

On May 31, 2018, Secure Cloud Services acquired certain assets of Nellnube, Inc. (“Nellnube”) pursuant to an Asset Purchase Agreement for a promissory note issued in the aggregate principal amount of $400,000 (the “Nellnube Note”).  The Nellnube Note is due five years from the closing date and bears interest at a rate of two percent (2%) per annum. Monthly payments including interest are $7,011. The Nellnube Note has an optional conversion feature whereby the holder may, at its sole and exclusive option, elect to convert, at any time and from time to time, all of the outstanding principal amount of the Nellnube Note, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03 (the “Fixed Conversion Price”). In February 2021, Nellnube converted the outstanding balance of the Nellnube Note loan in the amount of $191,645 into 47,602 shares of the Company’s common stock. At June 30, 20202021 and December 31, 20192020, the outstanding balancebalances on the Nellnube Note was $244,779were $-0- and $284,168$204,995 respectively.

 

On January 1, 2019, SWK acquired certain assets of Partners in Technology, Inc. (“PIT”) pursuant to an Asset Purchase Agreement for cash of $60,000 and the issuance of a promissory note in the aggregate principal amount of $174,000 (the “PIT Note”).  The PIT Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $4,984. At June 30, 20202021 and December 31, 20192020, the outstanding balances on the PIT Note were $34,655 and $64,040 respectively.

On July 31, 2020, the Company acquired certain assets of Prairie Technology Solutions Group, LLC (“Prairie Tech”) pursuant to an Asset Purchase Agreement. In consideration for the acquired assets, the Company paid $185,000 in cash and issued 3 promissory notes to Prairie Tech (“Prairie Tech Note 1”, “Prairie Tech Note 2” and “Prairie Tech Note 3”), each in the principal aggregate amount of $103,333 (collectively the “Prairie Tech Notes”). The Prairie Tech Notes bear interest at a rate of 4% per annum. Prairie Tech Note 1 has a term of one (1) year and is subject to downward adjustment based on whether certain revenue milestones are achieved. Prairie Tech Note 2 has a term of two (2) years and is also subject to downward adjustment based on whether certain revenue milestones are achieved. Prairie Tech Note 3 has a term of three (3) years and is not subject to a downward adjustment. At June 30, 2021 and December 31, 2020, the outstanding balances on the PT Notes were $310,000 and $310,000 respectively. On July 31, 2021, the Company paid Note 1 and accrued interest in the amount of $107,543.

On October 1, 2020, SWK acquired certain assets of Computer Management Services, LLC, (“CMS”) pursuant to an Asset Purchase Agreement for cash of $410, clients deposits related to technical support in the amount of $50,115, prepaid time from clients in the amount of $67,073, and the issuance of a promissory note in the aggregate principal amount of $170,000 (the “CMS Note”) for a total of $287,598.  The CMS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $4,869. At June 30, 2021 and December 31, 2020, the outstanding balances on the CMS Note were $133,098 and $160,821 respectively.

On December 1, 2020, SWK acquired certain assets of Business Software Solutions (“BSS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $230,000 (the “BSS Note”).  The BSS Note is due in 60 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $4,031. At June 30, 2021 and December 31, 2020, the outstanding balances on the BSS Note were $208,020 and $230,000 respectively.

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”).  The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $3,724. At June 30, 2021, the outstanding balance on the PITCTS Note was $93,133$122,980. 

17

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 CONVERTIBLE DEBT AND LONG-TERM DEBT, RELATED PARTY AND PPP LOAN (continued)

On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and $121,968the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”).  The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $12,889. At June 30, 2021, the outstanding balance on the CTS Note was $437,861.

Total convertible debt and long-term debt balances at June 30, 2021 and December 31, 2020 were $1,246,614 and $1,482,343, respectively, of which $428,765 and $545,000 was classified as current portion at June 30, 2021 and December 31, 2020, respectively.

 

At June 30, 2020,2021, future payments of long termlong-term debt are as follows:

 

Remainder of 2020

 

$

178,962

 

2021

 

 

341,763

 

2022

 

 

293,380

 

2023

 

 

146,378

 

Total

 

$

960,483

 

Remainder of 2021

 $277,675 

2022

  402,005 

2023

  393,211 

2024

  125,875 

2025

  47,848 

Total

 $1,246,614 

 

On April 9, 2020, SWK Technologies, Inc. (“SWK”), a wholly-owned subsidiary of SilverSun Technologies, Inc. (the “Company”), issuedentered into a promissory note (the “Note”) towith JPMorgan Chase Bank, N.A. (the “Lender”), which provided for a loan in the principal aggregate amount of $3,150,832 (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan had a two-year term and an interest at a rate of 0.98% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP Loan could be prepaid at any time prior to maturity with no prepayment penalties.

Beginning seven months from the date of the PPP Loan SWK was required to make 24 monthly payments of principal and interest in the amount of $132,629.06.

Under the terms of the CARES Act, PPP loan recipients could apply for and be granted forgiveness for all or a portion of loan granted under the program. Such forgiveness would be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. No assurance was provided that SWK would obtain forgiveness of the PPP Loan in whole or in part.

At the time the CompanySWK applied for the PPP Loan, the Companywe believed that it qualified to receive the funds pursuant to the PPP. However, onthen published PPP qualification and certification requirements. On April 23, 2020, subsequent to the Company’s receipt of the PPP Loan, the SBA, in consultation with the Department of Treasury, issued new guidance that creates uncertainty regarding the qualification requirements for a PPP loan for public companies,Loan (the “New Guidance”). Out of an abundance of caution and provided a safe harbor whereby a public company could repay its PPP loan without consequence by May 7, 2020.  On May 5, 2020,in light of the SBA issued additional guidance, whereby they extendedNew Guidance, SWK determined to pay off the safe harbor date until May 14, 2020, and furthermore committed to provide additional guidance relative to a public’s company ability to retain its PPP loan.  The Company reviewed the new guidance and subsequently returned the fullentire amount of the loanPPP Loan. Accordingly, the PPP Loan was paid in full to the Lender on May 18, 2020. 2020, resulting in the full satisfaction of the Note. Under the terms of the PPP Loan, SWK had the right to repay the Note without penalty.

 

17

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 FINANCE LEASE OBLIGATIONS

 

The Company has entered into lease commitments for equipment that meet the requirements for capitalization. The equipment has been capitalized and is included in property and equipment in the accompanying unaudited condensed consolidated balance sheets.  The related obligations are based upon the present value of the future minimum lease payments with the following:

 

June 30, 2020

Weighted average remaining lease term

1.95

Weighted average interest rate

5.36

%

  

June 30, 2021

  

December 31, 2020

 

Weighted average remaining lease term

  2.16   1.31 

Weighted average interest rate

  7.30

%

  5.6

%

 

At June 30, 20202021 future payments under finance leases are as follows:

 

Remainder of 2020

 $83,138 

2021

  125,591 

2022

  57,584 

2023

  6,640 

Total minimum lease payments

  272,953 

Less amounts representing interest

  (14,632

)

Present value of net minimum lease payments

  258,321 

Less current portion

  (136,861

)

Long-term finance lease obligation

 $121,460 
  

June 30, 2021

 

Remainder of 2021

 $103,270 

2022

  140,346 

2023

  89,401 

2024

  27,466 

Total minimum lease payments

  360,483 

Less amounts representing interest

  (26,308

)

Present value of net minimum lease payments

  334,175 

Less current portion

  (176,054

)

Long-term finance lease obligation

 $158,121 

18

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 OPERATING LEASE LIABILITY

 

The Company leases office space in ten10 different locations with monthly payments ranging from $720$655 to $10,044$9,617 which expire at various dates through March 2025. The Company also leases equipment with a monthly payment of $10,279 which expires February 2024.

 

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date.

 

The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of June 30, 20202021 are as follows:

 

June 30, 2020

Weighted average remaining lease term

3.40

Weighted average discount rate

3.90

%

  

June 30, 2021

  

December 31, 2020

 

Weighted average remaining lease term

  2.87   2.93 

Weighted average discount rate

  4.77

%

  4.77

%

 

18

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 – OPERATING LEASE LIABILITY (Continued)

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2020:2021:

 

Remainder 2020

 $255,759 

2021

  456,075 

2022

  364,083 

2023

  328,032 

2024

  141,457 

Thereafter

  20,510 

Total undiscounted future minimum lease payments

  1,565,916 

Less: Difference between undiscounted lease payments and discounted lease liabilities

  (190,374)

Total operating lease liabilities

 $1,375,542 

Less current portion

  (434,523)

Long-term operating lease liabilities

 $941,019 

Remainder 2021

 $296,764 

2022

  499,849 

2023

  356,844 

2024

  141,457 

2025

  20,510 

Total undiscounted future minimum lease payments

  1,315,424 

Less: Difference between undiscounted lease payments and discounted lease liabilities

  (80,092

)

Total operating lease liabilities

  1,235,332 

Less current portion

  (515,550

)

Long-term operating lease liabilities

 $719,782 

 

Total rent expense under operating leasesfor the three and six months ended June 30, 2021 was $157,509 and $319,323, respectively, as compared to $134,485 and $263,270 for the three and six months ended June 30, 2020, was $134,485 and $263,270 as compared to $103,438 and $260,823 for the three and six months ended June 30, 2019.respectively.

NOTE 9 EQUITY

 

Equity

Common StockAt-The-MarketSales Program

On October 1, 2020, the Company entered into an At Market Issuance Sales Agreement (the “2020 At Market Agreement”) with a H.C. Wainwright &Co. (the “Sales Agent”) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $3,489,499 from time to time through the Sales Agent. Sales of the Company’s common stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the Sales Agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Sales Agent under the 2020 At Market Agreement.

Shares of common stock sold under the 2020 At Market Agreement were made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249238), filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended, and declared effective on October 23, 2020 (the “2020 Registration Statement”), and the prospectus included in the 2020 Registration Statement. In February 2021, 393,300 shares of Common Stock were issued and sold generating $3,382,352, excluding legal expenses. No shares remain eligible for sale under the 2020 At Market Agreement.

19

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 EQUITY Continued)

Equity (continued)

In April 2021, the Company entered into an At Market Issuance Sales Agreement (the “2021 At Market Agreement”) with H.C Wainwright & Co. (the “Sales Agent”) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $3,308,842 from time to time through the Sales Agent. Sales of the Company’s common stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the SEC. The Company will pay to the Sales Agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Sales Agent under the 2021 At Market Agreement.

 

EquityShares of common stock sold under the 2021 At Market Agreement are made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249238), filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended, and declared effective on October 23, 2020 (the “2020 Registration Statement”), the prospectus included in the 2020 Registration Statement and the related prospectus supplement dated February 26, 2021. In June 2021, 65,452 shares of Common Stock were issued and sold generating $722,116, excluding legal expenses. In July 2021, an additional 9,548 shares of Common Stock were issued and sold generating $106,108, excluding legal expenses.

 

On December 24, 2018,Conversion of Convertible Debt

In February 2021, ISM converted the Company announcedoutstanding balance of the payment of a $0.05 special cash dividend per share of Common Stock. The dividend payments announcedloan in December were paid out on January 14, 2019 for an aggregatethe amount of approximately $225,038, which was applied against additional paid in capital and included in accrued expenses at December 31, 2018. $479,110 into 119,004 shares of the Company’s common stock (see Note 6).

 

In February 2021, Nellnube converted the outstanding balance of the loan in the amount of $191,645 into 47,602 shares of the Company’s common stock (see Note 6).

Stock Repurchase Program

On October 10, 2019, the Company’s Board of Directors authorized a new stock repurchase program, under which the Company may repurchase up to $2 million of its outstanding common stock.  Under this new stock repurchase program, the Company may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements, and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended, or discontinued at any time. The Company expects to finance the program from existing cash resources.  As of June 30, 2020 and December 31, 2019,2021, no repurchases have been made.

 

On December 24,Stock Options

The Company adopted the 2019 Equity and Incentive Plan (the “2019 Plan”) to order provide long-term incentives for employees and non-employees to contribute to the growth of the Company announcedand attain specific performance goals.

The fair value of each option awarded is estimated on the paymentdate of a $0.50 special cash dividend per sharegrant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of Common Stock payableStock. The expected life of the options granted represents the period of time from date of grant to expiration. The risk-free interest rate is based on January 14, 2020 forthe U.S. Treasury yield in effect at the time of grant. On March 29, 2021, 99,990 stock options were granted with an aggregate amountexercise price of $2,250,636, which$6.53 per option and have a five-year term with a two-year vesting period at 50% per annum. The fair value of stock options granted was applied against paid in capital.$4.888 per option on the date of grant using the Black Scholes option-pricing model with the following assumptions:

 

Dividend Yield

 

Risk-free Interest Rate 

 

Volatility

 

Life

         
 

0.00

%

0.89

%

 

101.36

%

5 years

19

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)$48,940 and $49,932, respectively, as compared to $3,399 and $6,798 for the three and six months ended June 30, 2020.

 

NOTE 9 – EQUITY(Continued)

Options

A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2019 and the six months ending June 30, 2020 and changes during the years are presented below (in number of options):

 

 

Number

of Options

 

 

Average

Exercise Price

 

 

Average Remaining

Contractual Term

 

 

Aggregate

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at January 1, 2019

 

 

56,280

 

 

$

3.75

 

 

1.0 years

 

 

$

-0-

 

Options granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

Options canceled/forfeited

 

 

(30,000

)

 

$

3.78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at December 31, 2019

 

 

26,280

 

 

$

3.71

 

 

0.7 years

 

 

$

-0-

 

Options granted

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Options canceled/forfeited/expired

 

 

(4,000

)

 

$

4.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at June 30, 2020

 

 

22,280

 

 

$

3.66

 

 

0.3 years

 

 

$

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   June 30, 2020:

 

 

17,960

 

 

$

3.66

 

 

0.3 years

 

 

$

-0-

 

   December 31, 2019:

 

 

21,960

 

 

$

3.72

 

 

0.6 years

 

 

$

-0-

 

As of June 30, 2021 and December 31, 2020, the unamortized compensation expense for stock options was $3,396.$341,073 and $-0-, respectively. Unamortized compensation expense is expected to be recognized over a weighted-average period of 0.31.5 years. 

Warrants

The following table summarizes the warrants transactions:

 

 

Warrants

Outstanding

 

 

Weighted Average

Exercise Price

 

Average Remaining

Contractual Term

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2019

 

 

208,241

 

 

$

5.26

 

2.3 years

Granted

 

 

-

 

 

$

-

 

 

Exercised

 

 

16,698

 

 

$

5.09

 

 

Canceled

 

 

-

 

 

$

-

 

 

Outstanding and Exercisable December 31, 2019

 

 

191,543

 

 

$

5.28

 

0.3 years

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

$

-

 

 

Exercised

 

 

-

 

 

$

-

 

 

Expired

 

 

186,555

 

 

$

5.30

 

 

Outstanding and Exercisable June 30, 2020

 

 

4,988

 

 

$

4.01

 

1.8 years

 

20

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 BUSINESS COMBINATIONCOMBINATIONS

 

On JanuaryDecember 1, 2019,2020, SWK acquired certain assets of Partners in Technology, Inc.Business Software Solutions (“PIT”BSS”) pursuant to an Asset Purchase Agreement in exchange for cash of $60,000 and a promissory note in the aggregate principal amount of $174,000 (“PIT$230,000 (the “BSS Note”).  The PITBSS Note is due in 60 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $4,031. The purchase price has been allocated to customer list with an estimated life of fifteen years.

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”).  The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%). per annum.  Monthly payments including interest are $4,984.$3,724. The allocation of the purchase price has been allocated to customer list with an estimated life of fifteen years and goodwill, which is deductible for tax purposes, has been based on an independent valuation.years.

 

On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”).  The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $12,889. At June 30, 2021, the outstanding balance on the CTS Note was $437,861.

The Company expects this acquisitionthese acquisitions to create synergies by combining operations and expanding geographic market share and product offerings.

 

The following summarizes the purchase price allocation for the current and prior year’s acquisition:year acquisitions:

 

  

PIT

 
     

Cash consideration

 $60,000 

Note payable

  174,000 

Total purchase price

 $234,000 
     

Customer List

 $228,000 

Goodwill

  6,000 

Total assets acquired

  234,000 
     

Liabilities acquired

  - 

Net assets acquired

 $234,000 
  

PT

  

CMS

  BSS  

CTS

  

PSI

(Preliminary)

 
                     

Cash consideration

 $185,000  $410  $0  $0  $145,703 

Note payable

  310,000   170,000   230,000   130,000   450,000 

Total purchase price

 $495,000  $170,410  $230,000  $130,000  $595,703 
                     

Deposits and other assets

 $32,896  $0  $0  $0  $0 

Customer List

  406,000   274,115   230,000   130,000   695,641 

Operating Lease Right-of-Use Assets

  64,863   0   0   0   0 

Goodwill

  107,852   13,000   0   0   0 

Total assets acquired

  611,611   287,115   230,000   130,000   695,641 
                     

Deferred revenue

  (51,748)  (111,705)  0   0   (99,938)

Contingent liability

  0   (5,000)  0   0   0 

Operating lease liability

  (64,863)  0   0   0   0 

Net assets acquired

 $495,000  $170,410  $230,000  $130,000  $595,703 

 

The purchase of PSI was initially allocated, based on the Company’s estimate of fair value, to intangible assets, which are expected to consist primarily of customers lists with an estimated life of seven years. Upon completion of an independent valuation, the allocation of the purchase price to customer lists will be modified with the excess purchase consideration being allocated to goodwill. 

21

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 BUSINESS COMBINATIONS (continued)

The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions of Prairie Technology Solutions Group, LLS (“PT”), acquired July 31, 2020, Computer Management Services, LLC (CMS”), acquired October 1, 2020, Business Software Solutions (“BSS”), acquired December 1, 2020, CT-Solution, Inc. (“CTS”), acquired April 1, 2021, and PeopleSense, Inc. (“PSI), acquired May 1, 2021, occurred on January 1, 2020, nor is the financial information indicative of the results of future operations. The following table represents the unaudited condensed consolidated pro forma results of operations for the three and six months ended June 30, 2020 as if the acquisitions occurred on January 1, 2020. For the three and six months ended June 30, 2020, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable.

Pro Forma

 

Three Months Ended

June 30, 2021

  

Three Months Ended

June 30, 2020

 

Net revenues

 $10,310,241  $10,497,605 

Cost of revenues

  5,966,314   5,945,374 

Operating expenses

  4,115,714   4,381,475 

Income before taxes

  221,034   170,757 

Net income

  151,941   154,172 

Basic and diluted income per common share

 $0.03  $0.03 

Pro Forma

 

Six Months Ended

June 30, 2021

  

Six Months Ended

June 30, 2020

 

Net revenues

 $21,432,805  $21,401,788 

Cost of revenues

  12,116,644   12,367,973 

Operating expenses

  8,521,042   9,118,284 

Income (loss) before taxes

  772,752   (73,705

)

Net income (loss)

  582,910  $2,020 

Basic and diluted income (loss) per common share

 $0.12  $(0.00

)

The Company’s unaudited condensed consolidated financial statements for the three and six months endingended June 30, 2020 and 20192021 include the actual results of PIT since the date of acquisition, January 1, 2019. PT, CMS and BSS.

 

The Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2021 included the actual results for CTS and actual results for two months for PSI. For three months ended June 30, 2021 pro-forma results above include two months of results for PSI. For the six months ended June 30, 2021 pro-forma results above include three months of results of CTS and four months of PSI. For the three months ended June 30, 2021, there is $8,282 of estimated amortization expense and $699 of estimated interest expense included for PSI in the pro-forma results. For the six months ended June 30, 2021, $4,644 of estimated amortization expense and $606 of estimated interest expense is included in the pro-forma results for CTS and $24,844 of estimated amortization and $2,098 of estimated interest expense included for PSI in the pro-forma results.

For the three months ended June 30, 2020, there is $10,149 of estimated amortization expense and $3,126 of estimated interest expense included in the pro-forma results for PT, $6,864 of estimated amortization expense and $5,560,of estimated interest expense included in the pro-forma results for CMS, $8,214 of estimated amortization expense and $1,104,of estimated interest expense included in the pro-forma results for BSS, $4,644 of estimated amortization expense and $606 of estimated interest expense is included in the pro-forma results for CTS, and $24,845 of estimated amortization expense and $2,098 of estimated interest expense is included in the pro-forma results for PSI.

For the six months ended June 30, 2020, there is $20,298 of estimated amortization expense and $6,252 of estimated interest expense included in the pro-forma results for PT, $13,728 of estimated amortization expense and $11,120,of estimated interest expense included in the pro-forma results for CMS, $16,428 of estimated amortization expense and $2,209 of estimated interest expense included in the pro-forma results for BSS, $9,288 of estimated amortization expense and $1,212 of estimated interest expense is included in the pro-forma results for CTS, and $49,689 of estimated amortization expense and $4,196 of estimated interest expense is included in the pro-forma results for PSI.

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SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 INCOME TAXES

 

FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company does not have any unrecognized tax benefits.

The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $6,177,000$5,100,000 as of June 30, 2020,2021, which is subject to limitations under Section 382 of the Internal Revenue Code. These carryforward losses are available to offset future taxable income and a portion begin to expire in the year 2024 to 2033. 

The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products.  The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets.2033.

 

21

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)temporary differences, primarily net operating loss carryforwards, asset reserves and depreciation, gave rise to the Company’s deferred tax asset.  Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. The Company had approximately $828,000 and $1.04 million in deferred tax assets at June 30, 2021 and December 31, 2020, respectively.

 

NOTE 11 – INCOME TAXES (Continued)

Income tax provision (benefit) from continuing operations:

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

 

Current:

        

Federal

 $139,425  $- 

State and local

  33,973   4,089 
         

Total current tax provision

  173,398   4,089 
         

Deferred:

        

Federal

  (186,780

)

  (130,774)

State and local

  (65,000

)

  (2,000)
         

Total deferred tax provision (benefit)

  (251,780

)

  (132,774)
         

Total provision (benefit)

 $(78,382

)

 $(128,685)

For the six months ended June 30, 2020,2021, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. The Federal effective rate is higher thanFor the statutory rate primarily duesix months ended June 30, 2021, the Company recorded a tax provision of $195,017 as compared to Incentive Stock Options (ISO) and 50% of meals, 100% entertainment expense which are nota tax deductible. The benefit from continuing operationsthe net loss before taxes for the six months ended June 30, 2020 wasin the amount of $78,382. The effective tax rate consists primarily of the 21% federal statutory tax rate and a blended 5% state and local tax rate.

NOTE 12 RELATED PARTY TRANSACTIONS

 

As of June 30, 2020 and December 31, 2019, long term debt and long term2020, long-term convertible debt issued in conjunction with various acquisitions are considered related party liabilities as holders are current employees of the Company, see Note 6.

NOTE 13 – SALE OF EDI PRACTICE

On August 26, 2019 In February 2021, the Company enteredoutstanding balances of the loans were converted into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) bycommon stock of the Company. As of June 30, 2021 and amongDecember 31, 2020, the Company, SPS Commerce, Inc., as buyer (“Buyer” or “SPS”), and SWK, as seller (the “Seller”), pursuant to which the Buyer has agreed to acquire from the Seller certain assets (all intellectual property and accounts receivable) related to the MAPADOC business, which was the EDI practice. In considerationoutstanding balance for the Acquired Assets (as defined in the Asset Purchase Agreement), at closing, SPS: (i) paid Seller $10,350,000 in cash (the “Initial Cash Payment”);long-term convertible debt was $-0- and (ii) delivered $1,150,000 to an escrow account (the “Escrowed Property”) pursuant to the terms and conditions of that certain Escrow Agreement dated August 26, 2019 (the “Escrow Agreement”), for an aggregate consideration of $11,500,000 (the “Purchase Price”). Pursuant to the terms and conditions of that certain Escrow Agreement entered into in connection with the Asset Purchase Agreement, portions of the Escrowed Property will be released at six months and at twelve months following the date of closing of the Asset Purchase Agreement, to the extent that no indemnity claims against the Escrowed Property have been filed by the Buyer. On February 28, 2020, the Company received the first half of the escrow agreement ($575,000), per the agreement. There was also an adjustment to the Working Capital and an additional $162,868 was added to the gain on the sale of Mapadoc which was recognized in 2019 and paid in February 2020.$717,482, respectively.

 

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the Company. As of June 30, 2021 and December 31, 2020, the outstanding balances of this debt were $344,655 and $374,039, respectively.

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 14 – DISCONTINUED OPERATIONS

The financial results of our EDI Practice (“Mapadoc”) through June 30, 2019 are presented as discontinued operations.  The following table presents the financial results of “Mapadoc.”

Mapadoc Income Statement for the three and six months ended June 30, 2019

  

3 Months Ending June 30, 2019

  

6 Months Ending June 30, 2019

 

Revenues:

        

Software product, net

  177,175   305,857 

Service, net

  1,128,932   2,185,694 

Total revenues, net

  1,306,107   2,491,551 
         

Cost of revenues:

        

Product

  279   2,346 

Service

  520,990   990,099 

Cost of revenues

  521,269   992,445 
         

Gross profit

  784,838   1,499,106 
         

Selling, general and administrative expenses:

        

Selling and marketing expenses

  142,520   240,132 

General and administrative expenses

  228,759   455,131 

Depreciation and amortization expenses

  34,911   69,822 

Total selling, general and administrative expenses

  406,190   765,085 
         

Income from discontinued operations

  378,648   734,021 

Provision for income taxes

  (776)  (156,774)

Income from discontinued operations

  377,872   577,247 

NOTE 1513 – SUBSEQUENT EVENTS

On July 31, 2020, the Company acquired certain assets of Prairie Technology Solutions Group, LLC (“Prairie Tech”) pursuant to an Asset Purchase Agreement.  In consideration for the acquired assets, the Company paid $185,000 in cash and issued three promissory notes to Prairie Tech (“Prairie Tech Note 1”, “Prairie Tech Note 2” and “Prairie Tech Note 3”), each in the principal aggregate amount of $103,333 (collectively the “Prairie Tech  Notes”).  The Prairie Tech Notes bear interest at a rate of 4% per annum.  Prairie Tech Note 1 has a term of one (1) year and is subject to downward adjustment based on whether certain revenue milestones are achieved.  Prairie Tech Note 2 has a term of two (2) years and is also subject to downward adjustment based on whether certain revenue milestones are achieved.  Prairie Tech Note 3 has a term of three (3) years and is not be subject to a downward adjustment.

 

Shares of common stock sold under the 2021 At Market Agreement are made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249238), filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended, and declared effective on October 23, 2020 (the “2020 Registration Statement”), the prospectus included in the 2020 Registration Statement and the related prospectus supplement dated February 26, 2021. In July 2021, an additional 9,548 shares of Common Stock were issued and sold generating $106,108, excluding legal expenses.

On June 21, 2021, the Company announced the payment of a $0.60 special cash dividend per share of Common Stock to shareholders of record July 9, 2021. The dividend was paid on July 16, 2021 in the amount of $3,081,706.

On August 4, 2021, the Company incurred approximately $58,644 in financial lease obligations for purchases of equipment.

23

 

Item 2.  Management’sManagements Discussion and Analysis of Financial Condition and Results of Operations,Operations.

 

This quarterly report on Form 10-Q and other reports filed by SilverSun Technologies, Inc. and its wholly owned subsidiaries, SWK Technologies, Inc., Secure Cloud Services, Inc., and Critical Cyber Defense Corp. (collectively the “Company”, “we”, “our”, and “us”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made.  These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.  The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

Overview

 

The Company is engaged in providing transformational business management applications and technologies and professional consulting services to small and medium size companies, primarily in the manufacturing, distribution and service industries.  

We are executing a multi-pronged business strategy centered on cloud-based products, services, recurring revenue, customer retention and on rapidly increasing the size of our installed customer base. The growth of our customer base is accomplished via both our traditional marketing programs and acquisitions. After a customer is secured, our strategy is to up-sell and cross-sell, providing the customer with advanced technologies and third-party add-ons that help them digitally transform their business. These add-on products could include application hosting, cybersecurity, warehouse management, human capital management, payment automation, sales tax compliance or any number of other products or services that we represent. Many of these incremental products and services are billed on a subscription basis, often paying monthly for the service, which increases our monthly recurring revenue (“MRR”). This strategy increases the average revenue per customer, which facilitates our continued growth, and reduces our cost of customer acquisition, which enhances our profitability profile.

We are a business application, technology and consulting company providing strategies and solutions to meet our clients’ information, technology and business management needs. Our services and technologies enable customers to manage, protect and monetize their enterprise assets whether on-premise or in the “Cloud”.cloud. As a value-added reseller of business application software, we offer solutions for accounting and business management, financial reporting, Enterprise Resource Planning (“ERP”), Human Capital Management (“HCM”), Warehouse Management Systems (“WMS”), Customer Relationship Management (“CRM”), and Business Intelligence (“BI”). Additionally, we have our own development staff building software solutions for various ERP enhancements. Our value-added services focus on consulting and professional services, specialized programming, training, and technical support. We have a dedicated Information Technology (“IT”) network services practice that provides managed services, Infrastructure-as-a-Service, cybersecurity, application hosting, disaster recovery, business continuity, cloud and other services. Our customers are nationwide, with concentrations in the New York/New Jersey metropolitan area, Arizona, Southern California, North Carolina, Washington, Oregon and Illinois.

 

24

Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations (continued).

Our core business is divided into the following practice areas:

 

ERP (Enterprise Resource Management) and Accounting Software

 

We are a value-added reseller for a number of industry-leading ERP applications. We are a Sage Software Authorized Business Partner and Sage Certified Gold Development Partner. We believe we are among the largest Sage partners in North America, with a sales and implementation presence complemented by a scalable software development practice for customizations and enhancements. Due to the growing demand for cloud-based ERP solutions, we also have in our ERP portfolio Acumatica, a browser-based ERP solution that can be offered on premise, in the public cloud, or in a private cloud. We develop and resell a variety of add-on solutions to all our ERP and accounting packages that help customize the installation to our customers’ needs and streamline their operations.

 

24

Value-Added Services for ERP 

 

We go beyond simply reselling software packages; we have a consulting and professional services organization that manages the process as we move from the sales stage into implementation, go live, and production. We work inside our customers’ organizations to ensure all software and IT solutions are enhancing their business needs. A significant portion of our services revenue comes from continuing to work with existing customers as their business needs change, upgrading from one version of software to another, or providing additional software solutions to help them manage their business and grow their revenue. We have a dedicated help desk team that fields hundreds of calls every week. Our custom programming department builds specialized software packages as well as “off the shelf” enhancements and time and billing software. 

 

IT Managed Network Services and Managed ServicesBusiness Consulting

 

We provide comprehensive IT managed services, Infrastructure-as-a-Service, cybersecurity, business continuity, disaster recovery, data back-up, network maintenance and service upgrades for our business clients. We are a Microsoft Solutions Provider. Our staff includes engineers who maintain certifications from Microsoft and Sage Software. They are Microsoft Certified Systems Engineers and Microsoft Certified Professionals, and they provide a host of services for our clients, including remote network monitoring, server implementation, support and assistance, operation and maintenance of large central systems, technical design of network infrastructure, technical troubleshooting for large scale problems, network and managedserver security, and backup, archiving, and storage of data from servers. There are numerous competitors, both larger and smaller, nationally and locally, with whom we compete in this market.

Cybersecurity

We provide enterprise level security services designed to eliminate the IT concerns of our customers. Businesses can focus on their core strengths rather than technology issues. We adapt our solutionsmid-market.  Our cybersecurity-as-a-service offering includes a security operations center, incident response, cybersecurity assessments, and hacking simulations.  The service is particularly well-suited for virtually anycustomers in compliance-driven and regulated industries, including financial services, pension administration, insurance, and the land and title sector.

Application Hosting

Application hosting is a type of business,SaaS (Software-as-a-Service) hosting solution that allows applications to be available from large nationala remote cloud infrastructure and international productto be accessed by users through the internet.

25

Item 2.Managements Discussion and service providers, to small businesses with local customers. Our business continuity services provide automatic on-siteAnalysis of Financial Condition and off-site backups, complete encryption, and automatic failure testing. We also provide cybersecurity, application hosting, IT consulting and managed network services. Our focus in the network and managed services practice is to focus on industry verticals in order to demonstrate our ability to better understand our customers’ needs. Results of Operations (continued).

 

Results of Operations for the Three and Six Months Ended June 30,, 2020 2021 and 2019.2020.

 

During the six months ended June 30, 20202021 the Company continued to expand its customer base, which prior to Covid-19 we believed would provide a basis for future growth, as revenues increased 7% from6.9% as compared to the same six monthsix-month period in the prior year. The Company will continuecontinues to monitor the Covid 19Covid-19 situation as it pertains to the disruption of our business and growth in future quarters and will take steps, if necessary, to establish mitigation strategies in order to try and minimize risk of any potential downturn for shareholders as well the health, safety and wellbeing of its employees and customers.

 

Revenues

 

Revenues forFor the three months ended June 30, 20202021, revenues increased $553,527 (6.07%)$556,264 (5.8)% to $9,672,945$10,229,209 as compared to $9,119,418$9,672,945 for the three ended June 30, 2020. This increase is mostly attributed to an increase in recurring and service revenues partially offset by a decline in software sales.

For the six months ended June 30, 2019.  Revenues2021, revenues increased $1,356,209 (6.9%) to $21,108,677 as compared to $19,752,468 for the six months ended June 30, 2020, increased $1,325,736 (7.19%respectively. The increase is mostly attributed to the increase in recurring and service revenues.

Software sales decreased $165,212 (8.6%) to $19,752,468 as compared to $18,426,732$1,761,485 for the sixthree months ended June 30, 2019.The increase can be attributed to both the increase in software sales and consulting revenue,2021 as well as an increase in subscription revenue.

Software sales increased $502,058 (35.24%)compared to $1,926,697 for the three months ended June 30, 2020 as compareddue to $1,424,639 for the three months ended June 30, 2019.timing of orders. For the six months ended June 30, 20192021, software sales increased $664,952 (21.94%$69,629 (1.9%) to $3,695,867 from $3,030,915 for the same period in 2019. The increase is attributable to increased sales of third party solutions which add functionality to customer’s existing systems.

Service revenue increased by $51,469 to $7,746,248 for the three months ended June 30, 2020 from $7,694,779 for the same period in 2019, which represents an overall increase of 0.67%. Service revenue increased by $660,784 to $16,056,601 for the six months ended June 30, 2020 from $15,395,817 for the same period in 2019, representing an overall increase of 4.29%. This increase is attributed to the increase in both consulting and subscription revenue.

Gross Profit

Gross profit for the three months ended June 30, 2020 increased $461,707 (13.28%) to $3,938,605$3,765,496 as compared to $3,476,898 for the three months ended June 30, 2019. For the three month period ended June 30, 2020, the overall gross profit percentage was 40.72% as compared to 38.13% for the period ended June 30, 2019.

Gross profit for the six months ended June 30, 2020 increased $551,293 (7.62%) to $7,790,814 as compared to $7,239,521 for the six months ended June 30, 2019. For the six month period ended June 30, 2020, the overall gross profit percentage was 39.44% as compared to 39.29% for the period ended June 30, 2019.  

25

The gross profit attributed to software sales increased $179,832, or 35%,  to $693,532 for the three months ending June 30, 2020 versus  $513,700 in the three months ending June 30, 2019, Gross profit attributed to software sales increased $109,784, or 8.97%, to $1,333,310 for the six months ending June 30, 2020 versus $1,223,526 in the six months ending June 30, 2019.   This increase is attributed to the increase in software sales for the period.

The gross profit attributed to services increased $281,875, or 9.51%, to $3,245,073 for the three months ending June 30, 2020 versus  $2,963,198 for the three months ending June 30, 2019, while gross profit attributed to services increased $441,509, or 7.33%, to $6,457,504 for the six months ending June 30, 2020 versus $ 6,015,995 for the six months ending June 30, 2019. This increase is attributed to the increase in subscription revenue for the period.

Operating Expenses

Selling and marketing expenses increased $167,506 (10.70%) to $1,733,472 for the three months ending June 30, 2020 from $1,565,966 in the three months ending June 30, 2019. Selling and marketing expenses increased $366,379 (11.07%) to $3,674,795 for the six months ended June 30, 2020 compared to $3,308,416 for the six months ended June 30, 2019. This is due to increased variable compensation as a result of increased sales.

General and administrative expenses decreased $96,347 (4.64%) to $1,981,248 for the three months ending June 30, 2020 from $2,077,595 in the three months ending June 30, 2019. General and administrative expenses decreased $24,982 (0.60%) to $4,107,389$3,695,867 for the six months ended June 30, 2020 as a result of an increase in our ERP software sales offset partially by a decrease in third party software revenues.

Service revenue increased by $721,476 (9.3%) and $1,286,580 (8.0%) to $8,467,724 and $17,3343,181 for the three and six months ended June 30, 2021, respectively, as compared to $4,132,371$7,746,248 and $16,056,601 for the three and six months ended June 30, 2020, respectively. These increases are mainly attributed to increases managed services and application hosting as we continue to focus in this area due to the needs of our customers’ digital transformation and the further requirement of customers to have the ability of their organizations to work remotely, particularly during the Covid pandemic.

Gross Profit

Gross profit for the three and six months ended June 30, 2021 increased $332,075 (8.4%) and $1,226,403 (15.7%) to $4,270,680 and $9,017,217, respectively, as compared to $3,981,605 and $7,790,814 for the three and six months ended June 30, 2020, respectively. For the three months ended June 30, 2021, the overall gross profit percentage was 41.7% as compared to 40.7% for the three months ended June 30, 2020. For the six months ended June 30, 2021, the overall gross profit percentage was 42.7% as compared to 39.4% for the six months ended June 30, 2019.2020.

The gross profit attributed to software sales increased $82,435 (11.9%) and $296,614 (22.2%) to $775,967 and $1,629,924 for the three and six months ended June 30, 2021, respectively, as compared to $693,532 and $1,333,310 for the three and six months ended June 30, 2020. This increase is due to sales of software with higher gross profits.

The gross profit attributed to services increased $249,640 (7.7%) and $929,789 (14.4%) to $3,494,713 and $7,387,293 for the three and six months ended June 30, 2021, respectively, as compared to $3,245,073 and $6,457,504 for the three and six months ended June 30, 2020, respectively. This increase is attributed to revenue increases in managed services and application hosting, which provide for higher profit margins, and increases in commission and maintenance revenue for the period.

Operating Expenses

Selling and marketing expenses decreased $119,366 (6.9%) and $341,381 (9.3%) to $1,614,106 and $3,333,414 for the three and six months ended June 30, 2021, respectively, as compared to $1,733,472 and $3,674,795 for the three and six months ended June 30, 2020, respectively. This decrease is primarily due to lower travel and entertainment expense and reduced attendance at conferences and trade shows, as we were still doing some travel in the early part of 2020, lower marketing expenses, in addition to a slight reduction in payroll related expenses as a result departmental changes for various employees, thereby reducing salary and benefit expense. 

General and administrative expenses increased $212,029 (10.7%) and $420,806 (10.2%) to $2,193,277 and $4,528,195 for the three and six months ended June 30, 2021, respectively, as compared to $1,981,248 and $4,107,389 for the three and six-months ended June 30, 2020, respectively. This is primarily as a result of decreasesincreases in payroll related expenses related to both additional personnel and departmental changes for various employees, which increased salary and benefit expense. These increases were partially offset by lower travel expenses as a result of less employees traveling during the pandemic. and entertainment expenses.

 

26

Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations (continued).

Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (continued).

Operating Expenses (continued)

Share-based compensation increased $45,541 and $43,134 for the three and six months to $48,940 and $49,932 for the three and six months ended June 30, 2021 as compared to $3,399 and $6,798 for the three and six months ended June 30, 2020, respectively. The increase is due to the issuance of stock options at the end of March 2021.

Depreciation and amortization expense decreased $13,526increased $37,409 and $58,920 to $210,453 and $408,499 for the three and six months ended June 30, 2021, respectively, as compared to $173,044 and $349,579 for the three and six months ended June 30, 2020. This increase is primarily due to the additional amortization of intangible assets related to the new acquisitions.

Income (loss) from operations

As a result of the above, for the three months ended June 30, 2020 to $173,0442021, the Company had income from operations of $203,904 as compared to $186,570income from operations of $47,442 for the three months ended June 30, 2019. Depreciation and amortization expense decreased $11,2192020. For the six months ended June 30, 2021, the Company had net income from operations of $697,177 as compared to a loss from operations of $347,747 for the six months ended June 30, 2020 to $349,579 as compared to $360,798 for the six months ended June 30, 2019. This decrease is due to some equipment being fully depreciated in 2020.

 

Income (loss) from Continuing operations

For the three months ended June 30, 2020, the Company had income from continuing operations of $33,514 as compared to loss from continuing operations of $300,802 for the three months ended June 30, 2019. The increase is primarily due to increased revenue as well as less general and administrative expenses.

For the six months ended June 30, 2020, the Company had a loss from continuing operations of $258,601 as compared to loss from continuing operations of $484,101 for the six months ended June 30, 2019. The decrease in loss is primarily due to increased revenue as well as less general and administrative expenses.

Liquidity and Capital Resources

 

The negative impact of Covid-19 on the economy creates tremendous uncertainty for the Company in the coming months and quarters. Recent government reports indicate that there are currently about 17 million people unemployed inWhile our Company has not been significantly impacted as a result of this uncertainty, the U.S., many of whom work at our customer’s businesses or businesses similar to our customers.  Thepotential negative impact on our business, in the future, is impossible to determine at this point, although it is likely that we willcould suffer negative consequences as many of these companies go out of business or decrease their technology spending. 

The current confusion in SBA guidance as to whether the Company as a publicly-traded entity,  was eligible  to retain its PPP Loan, as well as the unavailabilitycurrently has no line of credit or other alternative sources of funding, means thatcredit facility with any lender.

As such, we may need to rely on our own limited resources to weather the anticipatedany economic downturn., Our competitors, almost all of whom are privately-held, andprivately held, were able to avail themselves of the PPP program, willwhich may make it more difficult for the Company to compete in the marketplace. Management will continue to monitor developments, explore various cost-cutting measures, and explore other sources of funding, but there is no guarantee we will be successful in doing so.

 

We are currently seeking additional operating income opportunities through potential acquisitions or investments. Such acquisitions or investments may consume cash reserves or require additional cash or equity.  Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors.

In February 2021, ISM converted the outstanding balance of the loan in the amount of $479,110 into 119,004 shares of the Company’s common stock.

In February 2021, Nellnube converted the outstanding balance of the loan in the amount of $191,645 into 47,602 shares of the Company’s common stock.

In February 2021, the Company received net proceeds of $3,382,352, excluding legal expenses, from the sale of 393,300 of common stock under its Registration Statement on Form S-3 and the previously disclosed At Market Issuance Sales Agreement.

In April 2021, the Company entered into the “2021 At Market Agreement with H.C wainwright & Co. (the “Sales Agent”) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $3,308,842 from time to time through the Sales Agent. Sales of the Company’s common stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the SEC. The Company will pay to the Sales Agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Sales Agent under the 2021 At Market Agreement.

In June 2021, 65,452 shares of Common Stock were issued and sold generating $722,116 under The At Market Agreement, excluding legal expenses. In July 2021, an additional 9,548 shares of Common Stock were issued and sold generating $106,108, excluding legal expenses.

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Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations (continued).

Liquidity and Capital Resources

In addition to developing new products, obtaining new customers and increasing sales to existing customers, management plans to increase its business and profitability by entering into collaboration agreements, buying assets, and acquiring companies in the business software and information technology consulting and other markets with solid revenue streams and established customer bases that generate positive cash flow.

On July 31, 2020,April 1, 2021, the Company acquired certain assets of Prairie Technology Solutions Group, LLCCT-Solution, Inc. (“PT”CTS”) pursuant to an Asset Purchase Agreement.  In consideration for the acquired assets, the Company paid $185,000 in cash and threeissued a promissory notes, eachnote to CTS in the principal aggregate amount of $103,333 (“PT Notes”$130,000 (the CTS Note”) with an.  The CTS Note is due in 36 months from the closing date and bears interest at a rate of 4%two (2%) percent per annum. The notes mature July 2021, July 2022 and July 2023 respectively.Monthly payments including interest are $3,724.

The Company currently has no line of credit or other credit facility with any lender.

 

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PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”).  The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum.  Monthly payments including interest are $12,889. 

 

As ofAt June 30, 2020, the Company has $960,483 notes outstanding from acquisitions occurring between 2014 and 2019. Future2021, future payments on these notesof long-term debt are as follows:

 

Remainder of 2020

 

$

178,962

 

2021

 

 

341,763

 

2022

 

 

293,380

 

2023

 

 

146,378

 

Total

 

$

960,483

 

Remainder of 2021

 $277,675 

2022

  402,005 

2023

  393,211 

2024

  125,875 

2025

  47,848 

Total

 $1,246,614 

 

During the six months ended June 30, 2020,2021, the Company had a net decreaseincrease in cash of $1,799,371.$2,831,944.  The Company’s principal sources and uses of funds were as follows:

Cash (used in) provided by (used in) operating activities of continuing operations

 

Operating activities for the six months ended June 30, 2020 provided2021 used cash of $270,375$838,824 as compared to usingproviding cash of $1,364,291$270,375 for the same period in 2019.2020. This increase in cash used is primarily due anto increase in collectionsprepaid expenses and other current assets, mostly as a result of an amount due from a vendor of approximately $871,000 (paid in July 2021), lower accounts receivable as well as a decreaseand the change in accounts payable.income taxes payable offset partially by the increase in operating income for the period.

 

Cash (used in) provided by (used in)investing activities of continuing operations

 

Investing activities for the six months ended June 30, 2020 provided2021 used cash of $496,142$217,824 as compared to usingproviding cash of $164,227$496,142 for the same period in 2019. This increase2020. For the six months ended June 30, 2021, the Company acquired PSI and paid $145,703 in cash is due to a decrease in software development costs as well as a decrease in acquisition of business costs as well as partial paymentpart of the Escrowtransaction (see Note 10). For the six months ended June 30, 2020, escrowed proceeds of $575,000 were received from the sale of the EDI salepractice in August 2019.

 

Cash used inprovided by (used in) financing activities of continuing operations

 

Financing activities for the six months ended June 30, 2020 used2021 provided cash of $2,565,888$3,888,592 as compared to $557,042using cash in the amount of $2,565,888 for the same period in 2019.2020. The use was due primarilyincrease in cash is attributed to the paymentreceived net proceeds of $4,104,468 from the cash dividend in January 2020.

Cash flows from discontinued operations

Operating activities for discontinued operations forsale of common stock under its Registration Statement on Form S-3 and the previously disclosed At Market Issuance Sales Agreement with a sales agent. During the six months ended June 30, 2020, provided cash of $0 as comparedthe Company paid a dividend to $806,189 for the same period in 2019.  This is due to the fact that the EDI practice was sold in August 2019, providing six months of operating activities in 2019.

Investing activities of discontinued operations forits shareholders which did not occur during the six months ended June 30, 2020 used cash of $0 as compared to $93,826 for the same period in 2019. This was due to having no software being put into production in 2020 as a result of the EDI practice being sold in 2019.2021.

 

The Company believes that as a result of the growth in business, and the funds available from the proceeds from the sale of its Mapadoc division,common stock, it has adequate liquidity to fund its operating plans for at least the next twelve months, provided, however, that the Company cannot currently quantify the uncertainty related to the recent pandemic and its effects on the business in the coming quarters. The belief that the Company has sufficient liquidity may be incorrect as the impact of Covid-19 becomes clearer over the coming months and quarters.

 

There was no significant impact on the Company’s operations as a result of inflation for the six months ended June 30, 2020.2021.  

 

Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations (continued).

Off Balance Sheet Arrangements

 

During the six months ended June 30, 20202021 or for fiscal 2019,2020, we did not engage in any material off-balance sheet activities or have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

 

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.Controls and Procedures

 

(a)Evaluation of Disclosure and Control Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.  Based on the controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the date of their evaluation, our disclosure controls and procedures were effective to provide reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (b) such information is accumulated and communicated to our management, including our Chief Executive Officer and President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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29

 

PART II OTHER INFORMATION

Item 1.Legal Proceedings

 

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. To our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company our subsidiaries, threatened against or affecting our Company, our common stock, our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item1A.Risk Factors

 

We face risks related to Novel CoronavirusThere is a risk associated with COVID-19

The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which could significantly disrupt our, operations, sales, consulting services, and financial results.

Our business will be adversely impactedin March 2020, was declared a pandemic by the effects ofWorld Health Organization. The ultimate disruption which may be caused by the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects,outbreak is uncertain; however, it may result in a material adverse impact on the Novel Coronavirus (COVID-19) outbreakCompany’s financial position, operations, and any other related adverse public health developments will cause disruption to our operations, includingcash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses,  customers seeking relief or  extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the potential decline in value of assets held by the Company, including property and equipment. Our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, including but not limited to office closures and disruptions to travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our customers, our on-site consulting will be delayed, which could adversely affect our business, operations and customer relationships. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to perform on-site consulting services and maintenance of our products in a timely manner or meet required milestones or customer commitments.

 

Other than the foregoing, weWe believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed with the SEC on March 26, 2020.25, 2021.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

Other than disclosed above in the financial statements and footnotes, thereThere were no unregistered sales of the Company’s equity securities that were not otherwise disclosed in a current report on Form 8-K.during the quarter ended June 30, 2021.

Item 3.Defaults upon Senior Securities

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4.Mine Safety Disclosures

 

Not Applicable.

Item 5.Other Information

There is no other information required to be disclosed under this item which has not been previously reported.

 

None

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Item 6.Exhibits

 

Item 6.     Exhibits

1.1

At The Market Issuance Sales Agreement between SilverSun Technologies, Inc. and H.C. Wainwright & Co., LLC (incorporated herein by reference to Exhibit 1.1 on that Form S-3 registration statement filed with the SEC on October 2, 2020).

31.1

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

31.2

Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

32.1

Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith

 

30

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

SILVERSUN TECHNOLOGIES, INC.

Dated: August 12, 202010, 2021

By:

/s/ Mark Meller

Mark Meller

Principal Executive Officer

Dated: August 12, 202010, 2021

By:

/s/ Christine DyeJoseph P. Macaluso

Joseph P. Macaluso

Christine Dye

Principal Financial Officer and Principal Accounting Officer

 

 

 

 

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