Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SILVERSUN TECHNOLOGIES, INC. | |
Trading Symbol | SSNT | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,136,177 | |
Amendment Flag | false | |
Entity Central Index Key | 0001236275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38063 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1633636 | |
Entity Address, Address Line One | 120 Eagle Rock Ave | |
Entity Address, City or Town | East Hanover | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07936 | |
City Area Code | 973 | |
Local Phone Number | 396-1720 | |
Title of 12(g) Security | Common Stock, par value $0.00001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,232,158 | $ 6,814,117 |
Accounts receivable, net of allowance of $450,311 and $330,311 | 2,252,936 | 1,926,859 |
Unbilled services | 386,285 | 284,218 |
Deferred charges | 1,122,600 | 0 |
Prepaid expenses and other current assets | 1,017,852 | 1,685,728 |
Total current assets | 12,011,831 | 10,710,922 |
Property and equipment, net | 806,440 | 636,901 |
Operating lease right-of-use assets | 419,757 | 964,990 |
Intangible assets, net | 4,556,041 | 3,492,234 |
Goodwill | 1,011,952 | 1,011,952 |
Deferred tax assets | 985,706 | 990,958 |
Deposits and other assets | 187,553 | 190,805 |
Total assets | 19,979,280 | 17,998,762 |
Current liabilities: | ||
Accounts payable | 2,546,111 | 2,038,025 |
Accrued expenses | 2,126,362 | 1,743,148 |
Accrued interest | 23,379 | 28,784 |
Income taxes payable | 0 | 69,614 |
Long-term debt – current portion | 636,087 | 293,696 |
Long-term – related party – current portion | 103,333 | 108,309 |
Finance lease obligations – current portion | 215,863 | 166,571 |
Operating lease liabilities – current portion | 299,763 | 465,813 |
Deferred revenue | 3,130,282 | 2,475,583 |
Total current liabilities | 9,081,180 | 7,389,543 |
Long-term debt net of current portion | 795,211 | 463,602 |
Long-term – related party - net of current portion | 103,333 | |
Finance lease obligations net of current portion | 455,056 | 186,284 |
Operating lease liabilities net of current portion | 119,994 | 499,177 |
Total liabilities | 10,451,441 | 8,641,939 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, value | 52 | 52 |
Additional paid-in capital | 10,384,817 | 9,951,142 |
Accumulated deficit | (857,030) | (594,371) |
Total stockholders’ equity | 9,527,839 | 9,356,823 |
Total liabilities and stockholders’ equity | 19,979,280 | 17,998,762 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance (in Dollars) | $ 450,311 | $ 330,311 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, value | 0 | 0 |
Preferred stock, value | 0 | 0 |
Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Authorized | 75,000,000 | 75,000,000 |
Issued | 5,136,177 | 5,136,177 |
Outstanding | 5,136,177 | 5,136,177 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2 | 2 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 10,917,159 | $ 10,109,654 | $ 32,579,076 | $ 31,218,331 |
Cost of revenues | 6,488,590 | 6,170,346 | 19,318,372 | 18,261,806 |
Gross profit | 4,428,569 | 3,939,308 | 13,260,704 | 12,956,525 |
Selling and marketing expenses | 2,016,850 | 1,702,496 | 5,645,564 | 5,035,910 |
General and administrative expenses | 2,244,622 | 2,251,467 | 6,956,744 | 6,779,662 |
Share-based compensation expenses | 44,185 | 48,878 | 136,075 | 98,810 |
Depreciation and amortization expenses | 240,522 | 226,765 | 738,893 | 635,264 |
Total selling, general and administrative expenses | 4,546,179 | 4,229,606 | 13,477,276 | 12,549,646 |
(Loss) income from operations | (117,610) | (290,298) | (216,572) | 406,879 |
Interest expense | (23,688) | (18,367) | (66,340) | (35,559) |
Total other expense | (23,688) | (18,367) | (66,340) | (35,559) |
(Loss) income before taxes | (141,298) | (308,665) | (282,912) | 371,320 |
(Benefit) provision for income taxes | (7,061) | (68,636) | (20,253) | 126,381 |
Net (loss) income | $ (134,237) | $ (240,029) | $ (262,659) | $ 244,939 |
Net (loss) income per common share: | ||||
Basic (in Dollars per share) | $ (0.03) | $ (0.05) | $ (0.05) | $ 0.05 |
Diluted (in Dollars per share) | $ (0.03) | $ (0.05) | $ (0.05) | $ 0.05 |
Weighted average shares: | ||||
Basic (in Shares) | 5,136,177 | 5,136,177 | 5,136,177 | 4,989,432 |
Diluted (in Shares) | 5,136,177 | 5,136,177 | 5,136,177 | 4,991,631 |
Product [Member] | ||||
Revenues | $ 2,482,488 | $ 1,553,567 | $ 7,875,531 | $ 5,319,063 |
Cost of revenues | 1,597,220 | 888,258 | 4,808,072 | 3,023,830 |
Service Net [Member] | ||||
Revenues | 8,434,671 | 8,556,087 | 24,703,545 | 25,899,268 |
Cost of revenues | $ 4,891,370 | $ 5,282,088 | $ 14,510,300 | $ 15,237,976 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 46 | $ 7,739,883 | $ (459,937) | $ 7,279,992 |
Balance (in Shares) at Dec. 31, 2020 | 4,501,271 | |||
Shares issued in exchange for convertible debt | $ 2 | 670,755 | 670,757 | |
Shares issued in exchange for convertible debt (in Shares) | 166,606 | |||
Share-based compensation | 98,810 | 98,810 | ||
Issuance of common stock from a public offering, net of expenses | $ 4 | 4,180,900 | 4,180,904 | |
Issuance of common stock from a public offering, net of expenses (in Shares) | 468,300 | |||
Cash dividend | (3,081,706) | (3,081,706) | ||
Net income (loss) | 244,939 | 244,939 | ||
Balance at Sep. 30, 2021 | $ 52 | 9,608,642 | (214,998) | 9,393,696 |
Balance (in Shares) at Sep. 30, 2021 | 5,136,177 | |||
Balance at Jun. 30, 2021 | $ 52 | 12,565,034 | 25,031 | 12,590,117 |
Balance (in Shares) at Jun. 30, 2021 | 5,126,629 | |||
Share-based compensation | 48,878 | 48,878 | ||
Issuance of common stock from a public offering, net of expenses | 76,436 | 76,436 | ||
Issuance of common stock from a public offering, net of expenses (in Shares) | 9,548 | |||
Cash dividend | (3,081,706) | (3,081,706) | ||
Net income (loss) | (240,029) | (240,029) | ||
Balance at Sep. 30, 2021 | $ 52 | 9,608,642 | (214,998) | 9,393,696 |
Balance (in Shares) at Sep. 30, 2021 | 5,136,177 | |||
Balance at Dec. 31, 2021 | $ 52 | 9,951,142 | (594,371) | 9,356,823 |
Balance (in Shares) at Dec. 31, 2021 | 5,136,177 | |||
Share-based compensation | 136,075 | 136,075 | ||
Stock compensation issued for services | 297,600 | 297,600 | ||
Net income (loss) | (262,659) | (262,659) | ||
Balance at Sep. 30, 2022 | $ 52 | 10,384,817 | (857,030) | 9,527,839 |
Balance (in Shares) at Sep. 30, 2022 | 5,136,177 | |||
Balance at Jun. 30, 2022 | $ 52 | 10,043,032 | (722,793) | 9,320,291 |
Balance (in Shares) at Jun. 30, 2022 | 5,136,177 | |||
Share-based compensation | 44,185 | 44,185 | ||
Stock compensation issued for services | 297,600 | 297,600 | ||
Net income (loss) | (134,237) | (134,237) | ||
Balance at Sep. 30, 2022 | $ 52 | $ 10,384,817 | $ (857,030) | $ 9,527,839 |
Balance (in Shares) at Sep. 30, 2022 | 5,136,177 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (262,659) | $ 244,939 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Deferred income taxes | 5,252 | 142,245 |
Depreciation and amortization | 291,720 | 248,540 |
Amortization of intangibles | 569,864 | 388,024 |
Amortization of right of use assets | 545,233 | 272,597 |
Bad debt expense | 120,000 | (50,000) |
Share-based compensation | 136,075 | 98,810 |
Changes in assets and liabilities: | ||
Accounts receivable | (446,077) | 665 |
Unbilled services | (102,067) | (137,450) |
Deferred charges | (825,000) | 0 |
Prepaid expenses and other current assets | 239,633 | (328,970) |
Deposits and other assets | 3,252 | 4,558 |
Accounts payable | 508,086 | (493,633) |
Accrued expenses | 383,214 | 231,293 |
Income tax payable | (69,614) | (235,000) |
Accrued interest | (5,405) | 1,612 |
Deferred revenues | 581,028 | 161,011 |
Operating lease obligations | (545,233) | (272,597) |
Net cash provided by operating activities | 1,127,302 | 276,644 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (38,741) | (119,129) |
Acquisition of assets | (150,000) | 0 |
Acquisition of business | 0 | (145,703) |
Net cash used in investing activities | (188,741) | (264,832) |
Cash flows from financing activities: | ||
Proceeds from issuance of stock, net of expenses | 0 | 4,180,904 |
Payment of cash dividend | 0 | (3,081,706) |
Payment of long-term debt | (344,309) | (288,532) |
Payment of long-term convertible debt | 0 | (46,725) |
Payment of finance lease obligations | (176,211) | (118,933) |
Net cash (used in) provided by financing activities | (520,520) | 645,008 |
Net increase in cash | 418,041 | 656,820 |
Cash, beginning of period | 6,814,117 | 6,595,416 |
Cash, end of period | 7,232,158 | 7,252,236 |
Cash paid during period for: | ||
Interest | 71,835 | 38,437 |
Income taxes | $ 15,820 | $ 219,136 |
SUPPLEMENTAL SCHEDULE OF NON-CA
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES For the nine months ended September 30, 2022: On January 1, 2022, the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash in December 2021 and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum (see Note 10). On January 22, 2022, the Company entered into an agreement to acquire certain assets of NEO3, LLC (“NEO3”). The purchase price for the customer list was $225,000, $150,000 of which was paid in cash and $75,000 of which was paid through the issuance of a three-year $75,000 promissory note dated January 22, 2022, paying interest at the rate of 2% per annum. The Company also assumed $73,672 of prepaid time as part of the consideration for this transaction. On April 15, 2022, the Company incurred approximately $494,383 in financial lease obligations for purchases of equipment. On September 29, 2022, the Company approved 120,000 shares of common stock in exchange for services. These shares have not been issued and, as such, only the value of the shares have been recorded to additional paid-in capital. The shares will be recorded when the shares have actually been issued. For the nine months ended September 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 $479,112 into 119,004 shares of the Company’s common stock. At September 30, 2021 and December 31, 2020, the outstanding balances on the ISM Note were $-0- and $512,487 respectively (see Note 7). 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 September 30, 2021 and December 31, 2020, the outstanding balances on the Nellnube Note were $-0- and $204,995 respectively (see Note 7). 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. On August 4, 2021, the Company incurred approximately $58,644 in financial lease obligations for purchases of equipment. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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 “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-premises 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 migration and other services. Our customers are nationwide, with concentrations in the New York/New Jersey metropolitan area, Arizona, Connecticut, Southern California, North Carolina, Washington, Oregon and Illinois. The Company is publicly traded and is 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. However, we currently do not expect a significant impact on our results of operations in the future due to COVID-19. We currently do not expect a significant impact on our results of operations in the future due to Russia’s invasion of Ukraine, as we have minimal business in Russia and Ukraine, both directly and indirectly. However, following the invasion, the U.S. and other countries imposed significant sanctions against the Russian government and many Russian companies and individuals. Although the Company does not have significant operations in Russia, the sanctions could impact the Company’s business in other countries and could have a negative impact on the Company’s future revenue and that of its customers, either of which could adversely affect the Company’s business and financial results. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. 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, 2021 balance sheet included herein was derived from the audited consolidated financial statements included in the Company’s Annual 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, 2021, filed with the SEC on March 29, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of 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. 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. 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 nine months ended September 30, 2022 and 2021. Capitalization of Proprietary Developed Software Software development costs are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC), ASC 985-20, Software Costs of Software to be Sold, Leased or Marketed 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 general and administrative expenses. 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 nine months ended September 30, 2022 and 2021. Revenue Recognition The Company has elected the significant financing component practical expedient in accordance with ASC 606, Revenue from Contracts with Customers. Software product revenue is recognized when the product is delivered to the customer and the Company’s performance obligation is fulfilled. 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 revenues. Components of revenue: For the Three Months Ending September 30, 2022 2021 Software revenue $ 2,482,487 $ 1,553,567 Professional consulting 3,173,270 3,270,331 Maintenance revenue 1,384,130 1,685,278 Ancillary service revenue 3,877,272 3,600,478 $ 10,917,159 $ 10,109,654 For the Nine Months Ending September 30, 2022 2021 Software revenue $ 7,875,530 $ 5,319,063 Professional consulting 9,623,776 10,080,532 Maintenance revenue 3,926,686 5,204,731 Ancillary service revenue 11,153,084 10,614,005 $ 32,579,076 $ 31,218,331 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 that will be earned as such services are performed over the contractual or stated period, which generally ranges from three to twelve months. As of September 30, 2022, there was $280,029 in deferred maintenance revenues, $540,222 in deferred support service revenues and $2,310,031 in deposits for future consulting services. As of December 31, 2021, there was $291,468 in deferred maintenance, $398,382 in deferred support services, and $1,785,733 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. Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at September 30, 2022 and December 31, 2021, as defined in 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 September 30, 2022 and December 31, 2021 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. Deferred Charges The Company defers expenses until such time that the expense is consumed and charged to expense at that time. 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. The Company finances purchases of hardware and computer equipment through finance lease agreements. Finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. 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 September 30, 2022 and December 31, 2021, the Company had cash on deposit of $6,469,256 and $5,955,840, respectively, in excess of the federally insured limits of $250,000. As of September 30, 2022, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2021, no one customer represented more than 10% of the total accounts receivable and unbilled services. For the nine months ended September 30, 2022 and 2021, the Company’s top ten customers accounted for 8% ($2,449,875) and 10% ($3,037,542), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue. For the nine months ended September 30, 2022 and 2021 purchases from one supplier through a “channel partner” agreement were approximately 14% and 14% of cost of revenues, respectively. The channel partner agreements are for a one-year term and automatically renew for an additional one-year term on the anniversary of the agreement’s effective date. As of September 30, 2022, one supplier represented approximately 19% of total accounts payable. For the year ended December 31, 2021, one supplier represented approximately 24% of total accounts payable. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and cash. As of September 30, 2022, the Company believes it has no significant risk related to its concentration of credit risk related to 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 several 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 The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. 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 2018 to 2022 remain open to examination for both the U.S. federal and state jurisdictions. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. There were no liabilities for uncertain tax positions at September 30, 2022 and December 31, 2021. 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 leases and debt obligations approximate fair value as their stated interest rates approximate the rates currently available. The Company’s goodwill and intangibles are measured at fair-value using Level 3 inputs at acquisition, as discussed in Note 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 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. This was adopted on January 1, 2022 and did not have a significant impact on our consolidated financial position and consolidated results of operations. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers". Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in purchase accounting. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. This was adopted on January 1, 2022 and did not have a significant impact on our consolidated financial position and consolidated results of operations. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments,” which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For receivables, and other short-term financial instruments, companies will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination. ASU No. 2016-13 will be effective for the Company in the first quarter 2023. Early adoption of the new standard is permitted; however, Stabilis has not elected to early adopt the standard. We are currently evaluating the effect that the new standard will have on our consolidated financial statements, if any. Recent Authoritative Pronouncements No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
NET (LOSS) INCOME PER COMMON SH
NET (LOSS) INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 NET (LOSS) INCOME PER COMMON SHARE The Company’s basic (loss) income per common share is based on net (loss) income for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted (loss) income per common share is based on net (loss) 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 nine months ended September 30, 2022, 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. In addition, for the three and nine months ended September 30, 2022, since the Company has a net loss, the effect of common stock equivalents is anti-dilutive, and, as such, common stock equivalents have been excluded from the calculation. For the nine months ended September 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 three months ended September 30, 2021, common stock equivalents have been excluded from the computation since the effect of common stock equivalents is anti-dilutive with respect to the loss. Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 Basic net loss per share computation: Net loss $ (134,237 ) $ (240,029 ) Weighted-average common shares outstanding 5,136,177 5,136,177 Basic net loss per share $ (0.03 ) $ (0.05 ) Diluted net loss per share computation: Net loss per above $ (134,237 ) $ (240,029 ) Weighted-average common shares outstanding 5,136,177 5,136,177 Total adjusted weighted-average shares 5,136,177 5,136,177 Diluted net loss per share $ (0.03 ) $ (0.05 ) Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 Basic net loss per share computation: Net loss $ (262,659 ) $ 244,939 Weighted-average common shares outstanding 5,136,177 4,989,432 Basic net loss per share $ (0.05 ) $ 0.05 Diluted net loss: Net loss $ (262,659 ) $ 244,939 Weighted-average common shares outstanding 5,136,177 4,989,432 Incremental shares for warrants - 2,199 Total adjusted weighted-average shares 5,136,177 4,991,631 Diluted net loss per share $ (0.05 ) $ 0.05 The following table summarizes securities that, if exercised, would have an anti-dilutive effect on (loss) income per share. Three Months September 30, 2022 Three Months September 30, 2021 Stock options 158,420 96,990 Warrants - 2,578 Total potential dilutive securities not included in (loss) income per share 158,420 99,568 The following table summarizes securities that, if exercised, would have an anti-dilutive effect on (loss) income per share. Nine Months September 30, 2022 Nine Months September 30, 2021 Stock options 158,420 96,990 Warrants - - Total potential dilutive securities not included in (loss) income per share 158,420 96,990 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment is summarized as follows: September 30, 2022 December 31, 2021 Leasehold improvements $ 165,701 $ 165,701 Equipment, furniture and fixtures 3,821,574 3,360,315 3,987,275 3,526,016 Less: Accumulated depreciation and amortization (3,180,835 ) (2,889,115 ) Property and equipment, net $ 806,440 $ 636,901 Depreciation and amortization expense related to these assets for the three and nine months ended September 30, 2022 were $96,713 and $291,720, respectively, as compared to $90,921 and $248,540 for the three and nine months ended September 30, 2021. Property and equipment under finance leases (included in Note 7) are summarized as follows: September 30, 2022 December 31, 2021 Equipment, furniture, and fixtures $ 1,256,092 $ 833,574 Less: Accumulated amortization (662,491 ) (495,468 ) Property and equipment, net $ 593,601 $ 338,106 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 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. On January 19, 2022, SWK acquired the customer list of NEO3, LLC (“NEO3”) pursuant to an Asset Purchase Agreement for the customer list for $150,000 cash and the issuance of a promissory note in the aggregate principal amount of $75,000 (the “NEO3 Note”). The NEO3 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 $2,148. The purchase price has been recorded as an intangible asset with an estimated life of seven years. On January 1, 2022 (“Effective Date”), the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum (see Note 10). The components of intangible assets are as follows: September 30, 2022 December 31, 2021 Estimated Useful Lives Proprietary developed software $ 390,082 $ 390,082 5 –7 Intellectual property, customer list, and acquired contracts 7,871,283 6,237,612 5 –15 Total intangible assets 8,261,365 6,627,694 Less: accumulated amortization (3,705,324 ) (3,135,460 ) $ 4,556,041 $ 3,492,234 Amortization expense related to the above intangible assets for the three and nine months ended September 30, 2022 was $193,042 and $569,864, respectively, as compared to $132,285 and $388,024 for the three and nine months ended September 30, 2021. The Company expects future amortization expense to be the following: Amortization Remainder of 2022 $ 180,974 2023 666,129 2024 666,129 2025 662,653 2026 651,451 2027 637,802 Thereafter 1,090,903 Total $ 4,556,041 |
DEFERRED CHARGES
DEFERRED CHARGES | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 6 – DEFERRED CHARGES Deferred charges represent expenses related to the merger (see Note 15), and will be charged against the proceeds when the merger is consummated. |
LONG-TERM AND RELATED PARTY DEB
LONG-TERM AND RELATED PARTY DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Line Of Credit And Term Loan Abstract | |
Line of Credit and Term Loan [Text Block] | NOTE 7 LONG-TERM AND RELATED PARTY DEBT 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 $479,112 into 119,004 shares of the Company’s common stock. At September 30, 2022 and December 31, 2021, the outstanding balances on the ISM Note were $-0- and $-0-, respectively. 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 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 September 30, 2022 and December 31, 2021, the outstanding balances on the Nellnube Note were $-0- and $-0-, 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”). This long-term debt is considered related party debt as a holder is a current employee of the Company. 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 were $4,984. At September 30, 2022 and December 31, 2021, the outstanding balances on the PIT Note were $-0- and $4,975, 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 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”). This long-term debt is considered related party debt as a holder is a current employee of the Company. The Prairie Tech Notes bear interest at a rate of 4% per annum. Prairie Tech Note 1 had a term of one (1) year and was subject to downward adjustment based on whether certain revenue milestones are achieved. In July 2021, the Company waived its rights to any downward adjustments on these notes, and agreed to pay the full-face amount, plus interest, on those notes on the date of maturity. 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. On July 31, 2021, the Company paid Note 1 and accrued interest in the amount of $107,543. On August 4, 2022, the Company paid Note 2 and accrued interest in the amount of $111,924. At September 30, 2022 and December 31, 2021, the outstanding balances on the PT Notes were $103,333 and $206,666, respectively. 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 September 30, 2022 and December 31, 2021, the outstanding balances on the CMS Note were $62,568 and $105,097, 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 September 30, 2022 and December 31, 2021, the outstanding balances on the BSS Note were $152,101 and $185,820, 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 September 30, 2022 and December 31, 2021, the outstanding balances on the CTS Note were $69,581 and $101,781, respectively. 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 September 30, 2022 and December 31, 2021, the outstanding balances on the PSI Note were $253,328 and $364,600, respectively. On January 1, 2022, SWK acquired certain assets of Dynamic Tech Services, Inc. (“DTSI”) pursuant to an Asset Purchase Agreement for $500,000 cash and the issuance of a promissory note in the aggregate principal amount of $835,000 (the “DTSI Note”). The DTSI Note bears interest at a rate of three and one-quarter percent (3.25%) per annum. The principal amount of the Note is subject to a downward adjustment in the event the Company loses any subscription renewal revenue during the one-year period immediately following the Effective Date from any persons that were customers of DTS immediately prior to the Effective Date (the “DTS Customers”). Any such downward adjustment will be determined by calculating the percentage of loss of Acumatica subscription renewals during the one-year period immediately following the Effective Date from DTS Customers. In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 ( i.e. On January 19, 2022, SWK acquired the customer list of NEO3, LLC (“NEO3”) pursuant to an Asset Purchase Agreement for the customer list for $150,000 cash and the issuance of a promissory note in the aggregate principal amount of $75,000 (the “NEO3 Note”). The NEO3 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 $2,148. At September 30, 2022 the outstanding balance on the NEO3 Note was $58,720. Total long-term and related party debt balances at September 30, 2022 and December 31, 2021 were $1,534,631 and $968,940, respectively, of which $634,739 and $402,005 was classified as current portion at September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, future payments of long-term debt are as follows: Remainder of 2022 $ 80,136 2023 783,474 2024 360,093 2025 258,738 2026 52,190 Total $ 1,534,631 |
FINANCE LEASE OBLIGATIONS
FINANCE LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | NOTE 8 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 weighted average interest rate as of September 30, 2022 was 7.03% and the following weighted-average lease term: September 30, 2022 December 31, 2021 Weighted average remaining lease term 3.61 2.10 At September 30, 2022 future payments under finance leases are as follows: September 30, 2022 Remainder of 2022 $ 66,564 2023 252,977 2024 177,214 2025 115,608 2026 115,608 2027 48,171 Total minimum lease payments 776,142 Less amounts representing interest (105,223 ) Present value of net minimum lease payments 670,919 Less current portion (215,863 ) Long-term finance lease obligation $ 455,056 |
OPERATING LEASE LIABILITY
OPERATING LEASE LIABILITY | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 9 OPERATING LEASE LIABILITY The Company leases space in five different locations and also has an equipment lease rental with monthly payments ranging from $1,190 to $10,279 which expire at various dates through April 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 asset and liability was valued using an weighted average interest rate of 4.77%. The Company's weighted average remaining lease term for operating leases as of September 30, 2022 is as follows: September 30, 2022 December 31, 2021 Weighted average remaining lease term 1.37 2.46 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 September 30, 2022: Remainder 2022 $ 95,803 2023 277,881 2024 60,735 Total undiscounted future minimum lease payments 434,419 Less: Difference between undiscounted lease payments and discounted lease liabilities (14,662 ) Total operating lease liabilities 419,757 Less current portion (299,763 ) Long-term operating lease liabilities $ 119,994 Total rent expense under operating leases for the three and nine months ended September 30, 2022 was $85,706 and $297,919, respectively, as compared to $125,635 and $444,858 for the three and nine months ended September 30, 2021, respectively. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10 EQUITY Equity Common Stock At-The-Market Sales 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. 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. 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 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 $76,436, net of 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 September 29, 2022, the Board of Directors approved the issuance of 120,000 of common stock in exchange for services at the fair market price of $2.48 per share, the closing price as of September 28, 2022. These shares have not been issued and, as such, only the value of the shares have been recorded to additional paid-in capital. The shares will be recorded when the shares have actually been issued. Conversion of Convertible Debt In February 2021, ISM converted the outstanding balance of the loan in the amount of $479,112 into 119,004 shares of the Company’s common stock (see Note 7). 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 7). 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. On November 5, 2021, the Board of Directors voted to increase the authorized amount of the buyback from $2 million to $5 million. As of September 30, 2022, no repurchases have been made. 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 and attain specific performance goals. The fair value of each option awarded is estimated on the date of grant 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. 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 the U.S. Treasury yield in effect at the time of grant. There were no stock options granted for the nine months ended September 30, 2022. A summary of the status of the Company’s stock option plans for the nine months ended September 30, 2022 and the year ended December 31, 2021 and changes during the periods are presented below (in number of options): Number of Options Average Exercise Price Outstanding options at January 1, 2021 - $ - Options granted 171,620 6.268 Options canceled/forfeited (6,000 ) $ 6.530 Outstanding options at December 31, 2021 165,620 $ 6.256 Options granted - - Options canceled/forfeited (7,200 ) $ 6.530 Outstanding options at September 30, 2022 158,420 $ 6.245 For the three and nine months ended September 30, 2022, the Company recorded share-based compensation expense of $44,185 and $136,075, respectively, as compared to $48,878 and $98,810 for the three and nine months ended September 30, 2021, respectively. As of September 30,2022 and December 31, 2021, the unamortized compensation expense for stock options was $87,402 and $228,726, respectively. The unamortized balance at September 30, 2022 will be amortized over the next 6 months and 1.25 years for the balance at December 31, 2021. Warrants As of December 31, 2021, the Company had outstanding warrants outstanding to purchase 4,988 shares of the Company’s common stock at an exercise price of $4.01 per share. These warrants expired in March 2022. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 11 BUSINESS COMBINATIONS 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 September 30, 2022, the outstanding balances on the CTS Note was $69,581. The purchase price has been allocated to customer list with an estimated life of seven 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. At September 30, 2022, the outstanding balance on the PSI Note was $253,228. The allocation of the purchase price to customer list with an estimated life of seven years which is deductible for tax purposes, has been based on an independent valuation. The valuation showed an increase of $71,359 above the purchase price, which was recorded as a gain on bargain purchase in the consolidated statement of operations as the independent valuation exceeded the purchase price. On January 1, 2022 (“Effective Date”), the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum. The principal amount of the Note is subject to a downward adjustment in the event the Company loses any subscription renewal revenue during the one-year period immediately following the Effective Date from any persons that were customers of DTS immediately prior to the effective date (the “DTS Customers”). Any such downward adjustment will be determined by calculating the percentage of loss of Acumatica subscription renewals during the one-year period immediately following the Effective Date from DTS Customers. In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 ( i.e. The Company expects these 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 acquisitions: 2021 Purchase CTS 2021 Purchase PSI 2022 Purchase DTS (Preliminary) Cash consideration $ - $ 145,703 $ 500,000 Note payable 130,000 450,000 835,000 Total purchase price $ 130,000 $ 595,703 $ 1,335,000 Customer list $ 130,000 $ 695,641 $ 1,335,000 Total assets acquired 130,000 695,641 1,335,000 Deferred revenue - (99,938 ) - Contingent liability - - - Operating lease liability - - - Net assets acquired $ 130,000 $ 595,703 $ 1,335,000 The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions of CT-Solution, Inc. (“CTS”), acquired April 1, 2021, PeopleSense, Inc. (“PSI), acquired May 1, 2021, and DTS, acquired January 1, 2022 occurred on January 1, 2021, 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 nine months ended September 30, 2021 as if the acquisitions occurred on January 1, 2021. For the three and nine months ended September 30, 2021, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable. (Unaudited) (Unaudited) Pro Forma Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Net revenues $ 10,575,425 $ 32,939,771 Cost of revenues 6,473,348 19,195,995 Operating expenses 4,339,937 13,065,690 (Loss) income before taxes (237,860 ) 678,086 Net (loss) income (189,049 ) 468,256 Basic and diluted income per common share $ (0.04 ) $ 0.09 The Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022 include the actual results of CTS, PSI and DTS, and as such, pro forma results are not required. The Company’s unaudited condensed consolidated financial statements for the three months ended September 30, 2021 include the actual results of CTS and PSI, and as such, pro forma results are not required. For the three months ended September 30, 2021, there is $47,679 of estimated amortization expense and $6,785 of estimated interest expense included in the pro-forma results for DTS. For the nine months ended September 30, 2021, there is $4,644 of estimated amortization expense and $631 of estimated interest expense included in the pro-forma results for CTS, $36,254 of estimated amortization expense and $2,966 of estimated interest expense included in the pro-forma results for PSI, and $143,037 of estimated amortization expense and $20,354 of estimated interest expense included in the pro-forma results for DTS. For the three months ended September 30, 2022, the CTI, PSI and DTS operations had a net income before taxes of $87,533 which represented three months of operations for CTI, PSI and DTS that were included in the Company’s Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2022. This consisted of approximately $590,156 in revenues, $331,438 in cost of revenues and $171,165 in expenses. For the nine months ended September 30, 2022, the CTI, PSI and DTS operations had a net income before taxes of $320,697 which represented nine months of operations for CTI, PSI and DTS that were included in the Company’s Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2022. This consisted of approximately $1,945,123 in revenues, $1,087,419 in cost of revenues and $537,007 in expenses. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 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 $5,500,000 as of September 30, 2022, 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 2025 to 2033. The tax effect of 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 $986,000 and $991,000 in deferred tax assets at September 30, 2022 and December 31, 2021, respectively. For the three and nine months ended September 30, 2022, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. For the three months ended September 30, 2022, the Company recorded tax a benefit of $7,061 as compared to a tax benefit of $68,636 for the three months ended September 30, 2021. For the nine months ended September 30, 2022, the Company recorded a tax benefit of $20,253 as compared to a tax provision of $126,381 for the nine months ended September 30, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 RELATED PARTY TRANSACTIONS At September 30, 2022 and December 31, 2021, certain long-term debt is considered related party liabilities as holders, including Prairie Tech and Partners in Technology, are current employees of the Company. As of September 30, 2022 and December 31, 2021, the outstanding balances of this debt were $103,333 and $211,642, respectively. |
SALE OF PRODUCT LINE
SALE OF PRODUCT LINE | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 14 SALE OF PRODUCT LINE On November 10, 2021, SWK entered into an Asset Purchase Agreement with Net Work, Inc. (“NAW”) pursuant to which NAW acquired from SWK certain assets related to the component of SWK’s business devoted to selling and supporting the Sage X3 software application published by Sage Software, Inc. for small and middle market companies in North America. In consideration for the assets, NAW paid SWK $250,000 in cash and entered into a Revenue Share Agreement (“RSA”) with SWK. Pursuant to the RSA, NAW agreed to pay to SWK, for limited periods of time ranging from 12 to 60 months, transitional compensation measured by reference to gross revenues or gross profits (as applicable) generated by NAW from its sales of products or services after the Effective Date to customers of the Business. In consideration for such transitional compensation, SWK agreed to assist NAW for a period of time after the Effective Date with such transitional services as may be reasonably requested by NAW and reasonably acceptable to SWK or otherwise required for the operation of the Business, including (a) implementing a smooth and orderly transfer of the Business and the Acquired Assets from SWK to NAW, (b) making introductions to customers of the Business as and when requested by NAW, (c) familiarizing NAW with the files of each of the customers as may be reasonably required, and (d) acclimating NAW to the Business. The specific products and services giving rise to transitional compensation payments under the RSA include (i) annual maintenance renewals by customers, (ii) software, cross-sell software and migration software sales to customers, (iii) consulting services performed for customers, (iv) annual managed services contracts sold to customers, (v) hosting contracts sold to customers, (vi) e-commerce projects sold to customers, and (vii) new customer referrals. |
MERGER
MERGER | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 15 MERGER On September 29, 2022, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Rhodium Enterprises, Inc. (“Rhodium”), an industrial-scale digital asset technology company utilizing proprietary technologies to mine bitcoin. Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both SilverSun and Rhodium, upon the consummation of the business combination, the Company will receive $10 million in cash and will retain 3.2% equity in SilverSun upon consummation of the merger. Each holder of an outstanding share of SilverSun common stock will receive: ● A cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; ● A stock dividend of one share of SilverSun Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. HoldCo's sole assets are its 100% ownership of SWK and SCS (together the "Subsidiaries"), which Subsidiaries accounted for the large majority of SilverSun's revenue in 2021. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; ● Following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. The current management and Board of Directors of SilverSun, including Mark Meller, the Chief Executive Officer of both SilverSun and SWK, will continue in their current roles at both HoldCo and the Subsidiaries. HoldCo will apply for public listing and the shares distributed in the stock dividend will be registered pursuant to a Form 10 that will be filed by HoldCo with the SEC (subject to regulatory and exchange regulations and approvals); and ● The shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership. The proposed business combination is expected to close by year-end of 2022, subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions. The Merger Agreement may be terminated, whether before or after obtaining the requisite vote of SilverSun shareholders, by mutual written consent of SilverSun and Rhodium. The Merger Agreement may be terminated, and the transactions abandoned, by either SilverSun or Rhodium at any time before the First Effective Time (Merger Sub I shall be merged with and into Rhodium), by written notice from one to the other if (i) the Closing has not occurred on or before March 31, 2023 (the “Termination Date”), except that the right to terminate the Merger Agreement for this reason is not available to any party who is then in material breach of the Merger Agreement; The Merger Agreement may be terminated, and the transactions abandoned, by SilverSun at any time before the First Effective Time, if If the Merger Agreement is validly terminated pursuant to the termination section of the Merger Agreement, except as provided below, it shall become void and of no further force and effect, with no liability (except as provided below) on the part of any party (or any stockholder, affiliate or representative of such party), except SilverSun shall pay, or cause to be paid, to Rhodium (or its designee(s)) by wire transfer of Rhodium shall pay, or cause to be paid, to SilverSun (or its designee(s)) by wire transfer of immediately available funds an amount equal to $5,000,000, if the Merger Agreement is terminated by SilverSun pursuant to the unilateral termination provisions in favor of SilverSun described above. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS On November 1, 2022, the Company filed its Form 10 with the SEC to register the Company’s securities. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. 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, 2021 balance sheet included herein was derived from the audited consolidated financial statements included in the Company’s Annual 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, 2021, filed with the SEC on March 29, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of 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. |
Use of Estimates, Policy [Policy Text Block] | 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. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill |
Software to be Sold, Leased, or Otherwise Marketed, Policy [Policy Text Block] | Capitalization of Proprietary Developed Software Software development costs are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC), ASC 985-20, Software Costs of Software to be Sold, Leased or Marketed |
Business Combinations Policy [Policy Text Block] | 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 general and administrative expenses. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | 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 nine months ended September 30, 2022 and 2021. |
Revenue [Policy Text Block] | Revenue Recognition The Company has elected the significant financing component practical expedient in accordance with ASC 606, Revenue from Contracts with Customers. Software product revenue is recognized when the product is delivered to the customer and the Company’s performance obligation is fulfilled. 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 revenues. Components of revenue: For the Three Months Ending September 30, 2022 2021 Software revenue $ 2,482,487 $ 1,553,567 Professional consulting 3,173,270 3,270,331 Maintenance revenue 1,384,130 1,685,278 Ancillary service revenue 3,877,272 3,600,478 $ 10,917,159 $ 10,109,654 For the Nine Months Ending September 30, 2022 2021 Software revenue $ 7,875,530 $ 5,319,063 Professional consulting 9,623,776 10,080,532 Maintenance revenue 3,926,686 5,204,731 Ancillary service revenue 11,153,084 10,614,005 $ 32,579,076 $ 31,218,331 |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | 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. |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Deferred Revenues Deferred revenues consist of maintenance on proprietary products (contract liabilities), customer telephone support services (contract liabilities) and deposits for future consulting services that will be earned as such services are performed over the contractual or stated period, which generally ranges from three to twelve months. As of September 30, 2022, there was $280,029 in deferred maintenance revenues, $540,222 in deferred support service revenues and $2,310,031 in deposits for future consulting services. As of December 31, 2021, there was $291,468 in deferred maintenance, $398,382 in deferred support services, and $1,785,733 in deposits for future consulting services. |
Revenue from Contract with Customer [Policy Text Block] | 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at September 30, 2022 and December 31, 2021, as defined in 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 September 30, 2022 and December 31, 2021 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. |
Lessee, Leases [Policy Text Block] | 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. The Company finances purchases of hardware and computer equipment through finance lease agreements. Finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At September 30, 2022 and December 31, 2021, the Company had cash on deposit of $6,469,256 and $5,955,840, respectively, in excess of the federally insured limits of $250,000. As of September 30, 2022, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2021, no one customer represented more than 10% of the total accounts receivable and unbilled services. For the nine months ended September 30, 2022 and 2021, the Company’s top ten customers accounted for 8% ($2,449,875) and 10% ($3,037,542), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue. For the nine months ended September 30, 2022 and 2021 purchases from one supplier through a “channel partner” agreement were approximately 14% and 14% of cost of revenues, respectively. The channel partner agreements are for a one-year term and automatically renew for an additional one-year term on the anniversary of the agreement’s effective date. As of September 30, 2022, one supplier represented approximately 19% of total accounts payable. For the year ended December 31, 2021, one supplier represented approximately 24% of total accounts payable. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and cash. As of September 30, 2022, the Company believes it has no significant risk related to its concentration of credit risk related to accounts receivable. |
Receivable [Policy Text Block] | 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 several 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, Plant and Equipment, Policy [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. 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 2018 to 2022 remain open to examination for both the U.S. federal and state jurisdictions. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. There were no liabilities for uncertain tax positions at September 30, 2022 and December 31, 2021. |
Fair Value Measurement, Policy [Policy Text Block] | 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 leases and debt obligations approximate fair value as their stated interest rates approximate the rates currently available. The Company’s goodwill and intangibles are measured at fair-value using Level 3 inputs at acquisition, as discussed in Note 5 and 10. |
Share-Based Payment Arrangement [Policy Text Block] | 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted 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. This was adopted on January 1, 2022 and did not have a significant impact on our consolidated financial position and consolidated results of operations. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers". Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in purchase accounting. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. This was adopted on January 1, 2022 and did not have a significant impact on our consolidated financial position and consolidated results of operations. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments,” which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For receivables, and other short-term financial instruments, companies will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination. ASU No. 2016-13 will be effective for the Company in the first quarter 2023. Early adoption of the new standard is permitted; however, Stabilis has not elected to early adopt the standard. We are currently evaluating the effect that the new standard will have on our consolidated financial statements, if any. Recent Authoritative Pronouncements No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Deferred Charges, Policy [Policy Text Block] | Deferred Charges The Company defers expenses until such time that the expense is consumed and charged to expense at that time. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Components of revenue: For the Three Months Ending September 30, 2022 2021 Software revenue $ 2,482,487 $ 1,553,567 Professional consulting 3,173,270 3,270,331 Maintenance revenue 1,384,130 1,685,278 Ancillary service revenue 3,877,272 3,600,478 $ 10,917,159 $ 10,109,654 For the Nine Months Ending September 30, 2022 2021 Software revenue $ 7,875,530 $ 5,319,063 Professional consulting 9,623,776 10,080,532 Maintenance revenue 3,926,686 5,204,731 Ancillary service revenue 11,153,084 10,614,005 $ 32,579,076 $ 31,218,331 |
NET (LOSS) INCOME PER COMMON _2
NET (LOSS) INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the three and nine months ended September 30, 2022, 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. In addition, for the three and nine months ended September 30, 2022, since the Company has a net loss, the effect of common stock equivalents is anti-dilutive, and, as such, common stock equivalents have been excluded from the calculation. For the nine months ended September 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 three months ended September 30, 2021, common stock equivalents have been excluded from the computation since the effect of common stock equivalents is anti-dilutive with respect to the loss. Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 Basic net loss per share computation: Net loss $ (134,237 ) $ (240,029 ) Weighted-average common shares outstanding 5,136,177 5,136,177 Basic net loss per share $ (0.03 ) $ (0.05 ) Diluted net loss per share computation: Net loss per above $ (134,237 ) $ (240,029 ) Weighted-average common shares outstanding 5,136,177 5,136,177 Total adjusted weighted-average shares 5,136,177 5,136,177 Diluted net loss per share $ (0.03 ) $ (0.05 ) Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 Basic net loss per share computation: Net loss $ (262,659 ) $ 244,939 Weighted-average common shares outstanding 5,136,177 4,989,432 Basic net loss per share $ (0.05 ) $ 0.05 Diluted net loss: Net loss $ (262,659 ) $ 244,939 Weighted-average common shares outstanding 5,136,177 4,989,432 Incremental shares for warrants - 2,199 Total adjusted weighted-average shares 5,136,177 4,991,631 Diluted net loss per share $ (0.05 ) $ 0.05 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table summarizes securities that, if exercised, would have an anti-dilutive effect on (loss) income per share. Three Months September 30, 2022 Three Months September 30, 2021 Stock options 158,420 96,990 Warrants - 2,578 Total potential dilutive securities not included in (loss) income per share 158,420 99,568 Nine Months September 30, 2022 Nine Months September 30, 2021 Stock options 158,420 96,990 Warrants - - Total potential dilutive securities not included in (loss) income per share 158,420 96,990 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is summarized as follows: September 30, 2022 December 31, 2021 Leasehold improvements $ 165,701 $ 165,701 Equipment, furniture and fixtures 3,821,574 3,360,315 3,987,275 3,526,016 Less: Accumulated depreciation and amortization (3,180,835 ) (2,889,115 ) Property and equipment, net $ 806,440 $ 636,901 |
Assets Held under Capital Leases [Member] | |
PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment under finance leases (included in Note 7) are summarized as follows: September 30, 2022 December 31, 2021 Equipment, furniture, and fixtures $ 1,256,092 $ 833,574 Less: Accumulated amortization (662,491 ) (495,468 ) Property and equipment, net $ 593,601 $ 338,106 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of intangible assets are as follows: September 30, 2022 December 31, 2021 Estimated Useful Lives Proprietary developed software $ 390,082 $ 390,082 5 –7 Intellectual property, customer list, and acquired contracts 7,871,283 6,237,612 5 –15 Total intangible assets 8,261,365 6,627,694 Less: accumulated amortization (3,705,324 ) (3,135,460 ) $ 4,556,041 $ 3,492,234 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The Company expects future amortization expense to be the following: Amortization Remainder of 2022 $ 180,974 2023 666,129 2024 666,129 2025 662,653 2026 651,451 2027 637,802 Thereafter 1,090,903 Total $ 4,556,041 |
LONG-TERM AND RELATED PARTY D_2
LONG-TERM AND RELATED PARTY DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Line Of Credit And Term Loan Abstract | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | At September 30, 2022, future payments of long-term debt are as follows: Remainder of 2022 $ 80,136 2023 783,474 2024 360,093 2025 258,738 2026 52,190 Total $ 1,534,631 |
FINANCE LEASE OBLIGATIONS (Tabl
FINANCE LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FINANCE LEASE OBLIGATIONS (Tables) [Line Items] | |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | At September 30, 2022 future payments under finance leases are as follows: September 30, 2022 Remainder of 2022 $ 66,564 2023 252,977 2024 177,214 2025 115,608 2026 115,608 2027 48,171 Total minimum lease payments 776,142 Less amounts representing interest (105,223 ) Present value of net minimum lease payments 670,919 Less current portion (215,863 ) Long-term finance lease obligation $ 455,056 |
Finance and Capital Lease Obligations [Member] | |
FINANCE LEASE OBLIGATIONS (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | 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 weighted average interest rate as of September 30, 2022 was 7.03% and the following weighted-average lease term: September 30, 2022 December 31, 2021 Weighted average remaining lease term 3.61 2.10 |
OPERATING LEASE LIABILITY (Tabl
OPERATING LEASE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OPERATING LEASE LIABILITY (Tables) [Line Items] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 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 September 30, 2022: Remainder 2022 $ 95,803 2023 277,881 2024 60,735 Total undiscounted future minimum lease payments 434,419 Less: Difference between undiscounted lease payments and discounted lease liabilities (14,662 ) Total operating lease liabilities 419,757 Less current portion (299,763 ) Long-term operating lease liabilities $ 119,994 |
Operating Lease [Member] | |
OPERATING LEASE LIABILITY (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | The Company's weighted average remaining lease term for operating leases as of September 30, 2022 is as follows: September 30, 2022 December 31, 2021 Weighted average remaining lease term 1.37 2.46 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the status of the Company’s stock option plans for the nine months ended September 30, 2022 and the year ended December 31, 2021 and changes during the periods are presented below (in number of options): Number of Options Average Exercise Price Outstanding options at January 1, 2021 - $ - Options granted 171,620 6.268 Options canceled/forfeited (6,000 ) $ 6.530 Outstanding options at December 31, 2021 165,620 $ 6.256 Options granted - - Options canceled/forfeited (7,200 ) $ 6.530 Outstanding options at September 30, 2022 158,420 $ 6.245 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following summarizes the purchase price allocation for the current and prior year acquisitions: 2021 Purchase CTS 2021 Purchase PSI 2022 Purchase DTS (Preliminary) Cash consideration $ - $ 145,703 $ 500,000 Note payable 130,000 450,000 835,000 Total purchase price $ 130,000 $ 595,703 $ 1,335,000 Customer list $ 130,000 $ 695,641 $ 1,335,000 Total assets acquired 130,000 695,641 1,335,000 Deferred revenue - (99,938 ) - Contingent liability - - - Operating lease liability - - - Net assets acquired $ 130,000 $ 595,703 $ 1,335,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions of CT-Solution, Inc. (“CTS”), acquired April 1, 2021, PeopleSense, Inc. (“PSI), acquired May 1, 2021, and DTS, acquired January 1, 2022 occurred on January 1, 2021, 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 nine months ended September 30, 2021 as if the acquisitions occurred on January 1, 2021. For the three and nine months ended September 30, 2021, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable. (Unaudited) (Unaudited) Pro Forma Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Net revenues $ 10,575,425 $ 32,939,771 Cost of revenues 6,473,348 19,195,995 Operating expenses 4,339,937 13,065,690 (Loss) income before taxes (237,860 ) 678,086 Net (loss) income (189,049 ) 468,256 Basic and diluted income per common share $ (0.04 ) $ 0.09 |
SUPPLEMENTAL SCHEDULE OF NON-_2
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 29, 2022 | Sep. 28, 2022 | Apr. 15, 2022 | Jan. 22, 2022 | Jan. 19, 2022 | Jan. 01, 2022 | Aug. 04, 2021 | Jun. 18, 2021 | May 01, 2021 | Apr. 01, 2021 | Jan. 18, 2021 | Apr. 01, 2012 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 145,703 | ||||||||||||||
Debt Instrument, Face Amount | $ 835,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||||||||
Liabilities Assumed | $ 73,672 | ||||||||||||||||
Lease Obligation Incurred | $ 494,383 | $ 90,007 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 120,000 | 120,000 | |||||||||||||||
Operating Lease, Right-of-Use Asset | $ 419,757 | $ 964,990 | |||||||||||||||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 58,644 | $ 134,097 | |||||||||||||||
Equipment [Member] | Atmosera Inc [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 90,245 | ||||||||||||||||
Equipment [Member] | Cologix USA Inc [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 18,412 | ||||||||||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | $ 1,335,000 | ||||||||||||||||
Payments to Acquire Businesses, Gross | 500,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 835,000 | ||||||||||||||||
Debt Instrument, Face Amount | $ 835,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||||||||
NEO3, LLC ("NEO3") [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | 225,000 | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | ||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||
PeopleSense, Inc. ("PSI") [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | 150,000 | $ 145,703 | |||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 450,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | |||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||
Proceeds from Deposits from Customers | $ 99,938 | ||||||||||||||||
CT-Solution ("CTS") [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 130,000 | ||||||||||||||||
Debt Instrument, Face Amount | $ 130,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | |||||||||||||||
Debt Instrument, Term | 36 months | 36 months | |||||||||||||||
Info Management Systems Inc ISM [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 119,004 | ||||||||||||||||
Convertible Debt | 512,487 | ||||||||||||||||
Nellnube, Inc ("NNB") [Member] | |||||||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 47,602 | ||||||||||||||||
Convertible Debt | $ 204,995 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Cash, Uninsured Amount | $ 6,469,256 | $ 6,469,256 | $ 5,955,840 | ||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||
Revenues | 10,917,159 | $ 10,109,654 | $ 32,579,076 | $ 31,218,331 | |
Minimum [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Deferred Maintenance [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | 280,029 | $ 280,029 | 291,468 | ||
Deferred Support Services [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | 540,222 | 540,222 | 398,382 | ||
Deposits for Future Services [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | $ 2,310,031 | $ 2,310,031 | $ 1,785,733 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Revenues | $ 3,037,542 | ||||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Purchase Commitment, Description | The channel partner agreements are for a one-year term and automatically renew for an additional one-year term on the anniversary of the agreement’s effective date. | ||||
Ten Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 8% | 10% | |||
Revenues | $ 2,449,875 | ||||
One Supplier [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 14% | 14% | |||
One Supplier [Member] | Concentration Risk, Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 19% | 24% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,917,159 | $ 10,109,654 | $ 32,579,076 | $ 31,218,331 |
Software [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,482,487 | 1,553,567 | 7,875,530 | 5,319,063 |
Consulting Service Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,173,270 | 3,270,331 | 9,623,776 | 10,080,532 |
Maintenance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,384,130 | 1,685,278 | 3,926,686 | 5,204,731 |
Ancillary Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,877,272 | $ 3,600,478 | $ 11,153,084 | $ 10,614,005 |
NET (LOSS) INCOME PER COMMON _3
NET (LOSS) INCOME PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic net loss per share computation: | ||||
Net (loss) income (in Dollars) | $ (134,237) | $ (240,029) | $ (262,659) | $ 244,939 |
Weighted-average common shares outstanding | 5,136,177 | 5,136,177 | 5,136,177 | 4,989,432 |
Basic net loss per share (in Dollars per share) | $ (0.03) | $ (0.05) | $ (0.05) | $ 0.05 |
Diluted net loss per share computation: | ||||
Net loss (in Dollars) | $ (134,237) | $ (240,029) | $ (262,659) | $ 244,939 |
Weighted-average common shares outstanding | 5,136,177 | 5,136,177 | 5,136,177 | 4,989,432 |
Incremental shares for warrants | 0 | 2,199 | ||
Total adjusted weighted-average shares | 5,136,177 | 5,136,177 | 5,136,177 | 4,991,631 |
Diluted net loss per share (in Dollars per share) | $ (0.03) | $ (0.05) | $ (0.05) | $ 0.05 |
NET (LOSS) INCOME PER COMMON _4
NET (LOSS) INCOME PER COMMON SHARE (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 158,420 | 99,568 | 158,420 | 96,990 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 158,420 | 96,990 | 158,420 | 96,990 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,578 | 0 | 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $ 96,713 | $ 90,921 | $ 291,720 | $ 248,540 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 3,987,275 | $ 3,526,016 |
Less: Accumulated depreciation | (3,180,835) | (2,889,115) |
Property and equipment, net | 806,440 | 636,901 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 165,701 | 165,701 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 3,821,574 | $ 3,360,315 |
PROPERTY AND EQUIPMENT (Deta_2
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - Assets Held under Capital Leases [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Equipment, furniture, and fixtures | $ 1,256,092 | $ 833,574 |
Less: Accumulated amortization | (662,491) | (495,468) |
Property and equipment, net | $ 593,601 | $ 338,106 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jan. 19, 2022 | Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 145,703 | |||
Debt Instrument, Face Amount | $ 835,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
Asset Acquisition, Consideration Transferred | $ 1,335,000 | |||||
Amortization of Intangible Assets | $ 193,042 | $ 132,285 | $ 569,864 | $ 388,024 | ||
NEO3, LLC ("NEO3") [Member] | ||||||
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||||
Debt Instrument, Face Amount | $ 75,000 | |||||
Debt Instrument, Term | 36 months | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||
Debt Instrument, Periodic Payment | $ 2,148 | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, gross | $ 8,261,365 | $ 6,627,694 | |
Less: accumulated amortization | (3,705,324) | (3,135,460) | |
Intangible asset, net | 4,556,041 | 3,492,234 | |
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, gross | 390,082 | 390,082 | |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 5 years | ||
Computer Software, Intangible Asset [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 7 years | ||
Intellectual property, customer list, and acquired contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, gross | $ 7,871,283 | $ 6,237,612 | |
Intellectual property, customer list, and acquired contracts [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 5 years | ||
Intellectual property, customer list, and acquired contracts [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 15 years |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract | ||
Remainder of 2022 | $ 180,974 | |
2023 | 666,129 | |
2024 | 666,129 | |
2025 | 662,653 | |
2026 | 651,451 | |
2027 | 637,802 | |
Thereafter | 1,090,903 | |
Total | $ 4,556,041 | $ 3,492,234 |
LONG-TERM AND RELATED PARTY D_3
LONG-TERM AND RELATED PARTY DEBT (Details) | 1 Months Ended | 9 Months Ended | ||||||||||||||
Aug. 04, 2022 USD ($) | Jan. 22, 2022 USD ($) | Jan. 19, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jul. 31, 2021 USD ($) | May 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Dec. 01, 2020 USD ($) | Oct. 01, 2020 USD ($) | Jul. 31, 2020 USD ($) | Jan. 01, 2019 USD ($) | May 31, 2018 USD ($) $ / shares | Feb. 28, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 145,703 | |||||||||||||
Long-Term Debt | 1,534,631 | $ 968,940 | ||||||||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||||||||
Repayments of Convertible Debt | 0 | $ 46,725 | ||||||||||||||
Debt, Current | 634,739 | 402,005 | ||||||||||||||
Info Management Systems Inc ISM [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 300,000 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,000,000 | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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”). | |||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||
Debt Instrument, Periodic Payment | $ 17,528 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4.03 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 119,004 | |||||||||||||||
ProductiveTech, Inc. (PTI) [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 60,000 | |||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 4,984 | |||||||||||||||
Long-Term Debt | 4,975 | |||||||||||||||
Debt Instrument, Face Amount | $ 174,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||||
ProductiveTech, Inc. (PTI) [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Long-Term Debt | 0 | |||||||||||||||
Nellnube, Inc ("NNB") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 conversion shares of the Company’s Common Stock, (“Common Stock”) at per share price equal to $4.03, the fixed conversion price. | |||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||
Debt Instrument, Periodic Payment | $ 7,011 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4.03 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 47,602 | |||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | |||||||||||||||
Prairie Technology Solutions Group, LLC ("PT") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 185,000 | 0 | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 130,000 | |||||||||||||||
Long-Term Debt | 103,333 | 206,666 | ||||||||||||||
Debt Instrument, Face Amount | $ 103,333 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | |||||||||||||||
Number of Notes | 3 | |||||||||||||||
Repayments of Convertible Debt | $ 111,924 | $ 107,543 | ||||||||||||||
Business Combination, Consideration Transferred | 130,000 | |||||||||||||||
Computer Management Services, LLC ("CMS") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 410 | 145,703 | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 450,000 | |||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 4,869 | |||||||||||||||
Long-Term Debt | 62,568 | 105,097 | ||||||||||||||
Debt Instrument, Face Amount | $ 170,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||||
Customer Deposits, Current | $ 50,115 | |||||||||||||||
Prepaid Expense, Current | 67,073 | |||||||||||||||
Business Combination, Consideration Transferred | $ 287,598 | 595,703 | ||||||||||||||
PeopleSense, Inc. ("PSI") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 145,703 | ||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 12,889 | |||||||||||||||
Long-Term Debt | 253,328 | 364,600 | ||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 450,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | ||||||||||||||
Proceeds from Deposits from Customers | $ 99,938 | |||||||||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 835,000 | |||||||||||||||
Long-Term Debt | 835,000 | |||||||||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||||||||
Business Combination, Consideration Transferred | $ 1,335,000 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 (i.e., to a principal amount below $685,000). The Note will be amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, is due and payable on January 1, 2023, after the revised principal amount of the Buyer Note is determined and thereafter, payments will be made quarterly in twelve equal installments. | |||||||||||||||
NEO3, LLC ("NEO3") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 2,148 | |||||||||||||||
Long-Term Debt | 58,720 | |||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||||
Business Combination, Consideration Transferred | $ 225,000 | |||||||||||||||
Prairie Tech Note 1 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||
Prairie Tech Note 2 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||
Prairie Tech Note 3 [Member] | Prairie Technology Solutions Group, LLC ("PT") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||
Business Software Solutions ("BSS") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 230,000 | |||||||||||||||
Debt Instrument, Term | 60 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 4,031 | |||||||||||||||
Long-Term Debt | 152,101 | 185,820 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||||||||||
CT-Solution ("CTS") [Member] | ||||||||||||||||
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 130,000 | |||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||
Debt Instrument, Periodic Payment | $ 3,724 | |||||||||||||||
Long-Term Debt | $ 69,581 | $ 101,781 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% |
LONG-TERM AND RELATED PARTY D_4
LONG-TERM AND RELATED PARTY DEBT (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Long Term Debt Abstract | ||
Remainder of 2022 | $ 80,136 | |
2023 | 783,474 | |
2024 | 360,093 | |
2025 | 258,738 | |
2026 | 52,190 | |
Total | $ 1,534,631 | $ 968,940 |
FINANCE LEASE OBLIGATIONS (Deta
FINANCE LEASE OBLIGATIONS (Details) | Sep. 30, 2022 |
Minimum [Member] | |
FINANCE LEASE OBLIGATIONS (Details) [Line Items] | |
Finance Lease, Weighted Average Discount Rate, Percent | 7.03% |
FINANCE LEASE OBLIGATIONS (De_2
FINANCE LEASE OBLIGATIONS (Details) - Lease, Cost | Sep. 30, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted average interest rate | 3 years 7 months 9 days | 2 years 1 month 6 days |
FINANCE LEASE OBLIGATIONS (De_3
FINANCE LEASE OBLIGATIONS (Details) - Finance Lease, Liability, Fiscal Year Maturity - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finance Lease Liability Fiscal Year Maturity Abstract | ||
Remainder of 2022 | $ 66,564 | |
2023 | 252,977 | |
2024 | 177,214 | |
2025 | 115,608 | |
2026 | 115,608 | |
2027 | 48,171 | |
Total minimum lease payments | 776,142 | |
Less amounts representing interest | (105,223) | |
Present value of net minimum lease payments | 670,919 | |
Less current portion | (215,863) | $ (166,571) |
Long-term capital lease obligation | $ 455,056 | $ 186,284 |
OPERATING LEASE LIABILITY (Deta
OPERATING LEASE LIABILITY (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
OPERATING LEASE LIABILITY (Details) [Line Items] | ||||
Number of Locations of Office Space Leases | 5 | |||
Operating Lease, Expense | $ 85,706 | $ 125,635 | $ 297,919 | $ 444,858 |
Lessee, Operating Lease, Discount Rate | 4.77% | 4.77% | ||
Minimum [Member] | ||||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||||
Operating Lease, Expense | $ 1,190 | |||
Maximum [Member] | ||||
OPERATING LEASE LIABILITY (Details) [Line Items] | ||||
Operating Lease, Expense | $ 10,279 |
OPERATING LEASE LIABILITY (De_2
OPERATING LEASE LIABILITY (Details) - Lease, Cost | Sep. 30, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted average remaining lease term | 1 year 4 months 13 days | 2 years 5 months 15 days |
OPERATING LEASE LIABILITY (De_3
OPERATING LEASE LIABILITY (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee Operating Lease Liability Maturity Abstract | ||
Remainder 2022 | $ 95,803 | |
2023 | 277,881 | |
2024 | 60,735 | |
Total undiscounted future minimum lease payments | 434,419 | |
Less: Difference between undiscounted lease payments and discounted lease liabilities | (14,662) | |
Total operating lease liabilities | 419,757 | |
Less current portion | (299,763) | $ (465,813) |
Long-term operating lease liabilities | $ 119,994 | $ 499,177 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 29, 2022 | Sep. 28, 2022 | Jun. 21, 2021 | Oct. 01, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 05, 2021 | Oct. 10, 2019 | |
EQUITY (Details) [Line Items] | |||||||||||||||
Aggregate Offering Value, Maximum | $ 3,489,499 | $ 3,308,842 | |||||||||||||
Commission Rate | 3% | 3% | |||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 9,548 | 65,452 | 393,300 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 3,382,352 | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 76,436 | $ 722,116 | $ 0 | $ 4,180,904 | |||||||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.6 | ||||||||||||||
Dividends Payable, Date to be Paid | Jul. 16, 2021 | ||||||||||||||
Dividends, Common Stock, Cash | $ 3,081,706 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 120,000 | 120,000 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 2.48 | ||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in Shares) | 5,000,000 | 2,000,000 | |||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 44,185 | $ 48,878 | 136,075 | 98,810 | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 87,402 | $ 87,402 | $ 228,726 | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 6 years | 1 year 3 months | |||||||||||||
Warrants and Rights Outstanding | $ 4,988 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.01 | ||||||||||||||
Warrants [Member] | |||||||||||||||
EQUITY (Details) [Line Items] | |||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 44,185 | $ 48,878 | $ 136,075 | $ 98,810 | |||||||||||
Info Management Systems Inc ISM [Member] | |||||||||||||||
EQUITY (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 479,112 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 119,004 | ||||||||||||||
Nellnube, Inc ("NNB") [Member] | |||||||||||||||
EQUITY (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 191,645 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 47,602 |
EQUITY (Details) - Share-Based
EQUITY (Details) - Share-Based Payment Arrangement, Option, Activity - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Payment Arrangement Option Activity Abstract | ||
Outstanding, Number of Options | 165,620 | 0 |
Outstanding, Average Exercise Price | $ 6.256 | $ 0 |
Options granted, Number of Options | 0 | 171,620 |
Options granted, Average Exercise Price | $ 0 | $ 6.268 |
Options canceled/forfeited, Number of Options | (7,200) | (6,000) |
Options canceled/forfeited, Average Exercise Price | $ 6.53 | $ 6.53 |
Outstanding, Number of Options | 158,420 | 165,620 |
Outstanding, Average Exercise Price | $ 6.245 | $ 6.256 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Jan. 22, 2022 | Jan. 01, 2022 | May 01, 2021 | Apr. 01, 2021 | Oct. 01, 2020 | Apr. 01, 2012 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | $ 0 | $ 145,703 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||
Amortization | $ 47,679 | |||||||||
Interest Expense | $ 23,688 | 18,367 | 66,340 | 35,559 | ||||||
Revenues | 10,917,159 | 10,109,654 | 32,579,076 | 31,218,331 | ||||||
Cost of Revenue | 6,488,590 | 6,170,346 | 19,318,372 | 18,261,806 | ||||||
Operating Expenses | 4,546,179 | 4,229,606 | 13,477,276 | 12,549,646 | ||||||
CT-Solution ("CTS") [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 130,000 | |||||||||
Debt Instrument, Term | 36 months | 36 months | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | ||||||||
Debt Instrument, Periodic Payment | $ 3,724 | |||||||||
Notes Payable | 69,581 | 69,581 | ||||||||
Debt Instrument, Face Amount | $ 130,000 | |||||||||
Amortization | 4,644 | |||||||||
Interest Expense | 631 | |||||||||
CT-Solution ("CTS") [Member] | Customer Lists [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||||
PeopleSense, Inc. ("PSI") [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 145,703 | ||||||||
Debt Instrument, Term | 36 months | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | 2% | ||||||||
Debt Instrument, Periodic Payment | $ 12,889 | |||||||||
Notes Payable | 253,228 | 253,228 | ||||||||
Proceeds from Deposits from Customers | 99,938 | |||||||||
Debt Instrument, Face Amount | $ 75,000 | 450,000 | ||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 71,359 | |||||||||
Amortization | $ 6,785 | 36,254 | ||||||||
Interest Expense | 2,966 | |||||||||
PeopleSense, Inc. ("PSI") [Member] | Customer Lists [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||
Debt Instrument, Face Amount | $ 835,000 | |||||||||
Business Combination, Consideration Transferred | $ 1,335,000 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 (i.e., to a principal amount below $685,000). The Note will be amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, is due and payable on January 1, 2023, after the revised principal amount of the Buyer Note is determined and thereafter, payments will be made quarterly in twelve equal installments. | |||||||||
Amortization | 143,037 | |||||||||
Interest Expense | $ 20,354 | |||||||||
Dynamic Tech Services, Inc (DTS”) [Member] | Customer Lists [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||||
CTI, PSI and DTS [Member] | ||||||||||
BUSINESS COMBINATION (Details) [Line Items] | ||||||||||
Income (Loss) Attributable to Parent, before Tax | 87,533 | 320,697 | ||||||||
Revenues | 590,156 | 1,945,123 | ||||||||
Cost of Revenue | 331,438 | 1,087,419 | ||||||||
Operating Expenses | $ 171,165 | $ 537,007 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) | 9 Months Ended | ||
Oct. 01, 2020 | Jul. 31, 2020 | Sep. 30, 2022 | |
Prairie Technology Solutions Group, LLC ("PT") [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 185,000 | $ 0 | |
Note payable | 130,000 | ||
Total purchase price | 130,000 | ||
Customer List | 130,000 | ||
Total assets acquired | 130,000 | ||
Deferred revenue | 0 | ||
Contingent liability | 0 | ||
Operating lease liability | 0 | ||
Net assets acquired | 130,000 | ||
Computer Management Services, LLC ("CMS") [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 410 | 145,703 | |
Note payable | 450,000 | ||
Total purchase price | $ 287,598 | 595,703 | |
Customer List | 695,641 | ||
Total assets acquired | 695,641 | ||
Deferred revenue | (99,938) | ||
Contingent liability | 0 | ||
Operating lease liability | 0 | ||
Net assets acquired | 595,703 | ||
Business Software Solutions ("BSS") [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 500,000 | ||
Note payable | 835,000 | ||
Total purchase price | 1,335,000 | ||
Customer List | 1,335,000 | ||
Total assets acquired | 1,335,000 | ||
Deferred revenue | 0 | ||
Contingent liability | 0 | ||
Operating lease liability | 0 | ||
Net assets acquired | $ 1,335,000 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details) - Business Acquisition, Pro Forma Information - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Net revenues | $ 10,575,425 | $ 32,939,771 |
Cost of revenues | 6,473,348 | 19,195,995 |
Operating expenses | 4,339,937 | 13,065,690 |
(Loss) income before taxes | (237,860) | 678,086 |
Net (loss) income | $ (189,049) | $ 468,256 |
Basic and diluted income per common share (in Dollars per share) | $ (0.04) | $ 0.09 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Operating Loss Carryforwards | $ 5,500,000 | $ 5,500,000 | |||
Deferred Income Tax Assets, Net | 985,706 | 985,706 | $ 990,958 | ||
Income Tax Expense (Benefit) | $ (7,061) | $ (68,636) | $ (20,253) | $ 126,381 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Notes Payable, Related Parties | $ 103,333 | $ 211,642 |
SALE OF PRODUCT LINE (Details)
SALE OF PRODUCT LINE (Details) | Nov. 10, 2021 USD ($) |
Net@Work ("NAW") [Member] | |
SALE OF PRODUCT LINE (Details) [Line Items] | |
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 250,000 |
MERGER (Details)
MERGER (Details) - Merger Agreement [Member] | Sep. 29, 2022 USD ($) |
MERGER (Details) [Line Items] | |
Proceeds from Merger | $ 10,000,000 |
Merger Agreement, Description of Consideration | Each holder of an outstanding share of SilverSun common stock will receive: ● A cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; ● A stock dividend of one share of SilverSun Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. HoldCo's sole assets are its 100% ownership of SWK and SCS (together the "Subsidiaries"), which Subsidiaries accounted for the large majority of SilverSun's revenue in 2021. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; ● Following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. The current management and Board of Directors of SilverSun, including Mark Meller, the Chief Executive Officer of both SilverSun and SWK, will continue in their current roles at both HoldCo and the Subsidiaries. HoldCo will apply for public listing and the shares distributed in the stock dividend will be registered pursuant to a Form 10 that will be filed by HoldCo with the SEC (subject to regulatory and exchange regulations and approvals); and ● The shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership. |
Company [Member] | |
MERGER (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 3.20% |
Payment due if Rhodium Terminates [Member] | |
MERGER (Details) [Line Items] | |
Merger, Termination Payment | $ 5,000,000 |
Payment due if Company Terminates [Member] | |
MERGER (Details) [Line Items] | |
Merger, Termination Payment | $ 5,000,000 |