See accompanying footnotes to the condensed consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
See accompanying footnotes to the condensed consolidated financial statements.
The Company acquired certain assets and assumed certain liabilities of ProductiveTech, Inc. (“PTI”) for a $600,000 promissory note in addition to a cash payment of $483,471 and issuance of 64,484 shares of common stock at $4.032 per share for a value of $260,000.
The Company acquired certain assets of 2000 Soft d/b/a/ Accounting Technologies Resources (“ATR”) for a $175,000 promissory note in addition to a cash payment of $80,000.
On March 29, 2015, Mr. Meller returned his one share of Series B Preferred Stock (the “Series B Preferred”) to the Company and the company cancelled the certificate.
See accompanying footnotes to the condensed consolidated financial statements.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – DESCRIPTION OF BUSINESS
SilverSun Technologies, Inc. (the “Company”) through its wholly owned subsidiary SWK Technologies, Inc. (“SWK”) is a value added reseller and master developer for Sage Software’s Sage100/500 and ERP X3 financial and accounting software as well as the publisher of proprietary software solutions, including its own Electronic Data Interchange (EDI) software, “MAPADOC.” The Company is also a managed network service provider, providing remote network monitoring services, business continuity, disaster recovery, data backup, and application hosting. The Company sells services and products to various industries including, but not limited to, manufacturers, wholesalers and distributors located throughout the United States. The Company is publicly traded and is currently quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “SSNT.”
In 2015, the Company completed four additional acquisitions, 2000 SOFT, d/b/a Accounting Technology Resources (“ATR”), a Southern California based reseller of Sage Software applications, ProductiveTech, Inc. (“PTI”) located in Southern New Jersey, The Macabe Associates, Inc., (“Macabe”) a Washington based reseller of Sage Software and Acumatica applications, and Oates & Company, (“Oates”) a North Carolina reseller of Sage Software applications.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of SilverSun Technologies, Inc. as of September 30, 2016, the results of operations and cash flows for the three and nine months ended September 30, 2016 and 2015. 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, 2015 balance sheet included herein was derived from the audited financial statements included in the Company’s annual report on Form 10-K. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 30, 2016.
On February 4, 2015 the Company effected a 1-for-30 reverse stock split of the outstanding common stock (the “Reverse Stock Split”) whereby every thirty (30) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.00001 (“Common Stock”) into which each outstanding option and warrant to purchase common stock is to be exercisable decreased on a 1-for-30 basis and the exercise price of each outstanding option and warrant to purchase common stock increased proportionately. The impact of this Reverse Stock Split has been retroactively applied to the financial statements and the related notes.
During the nine months ended September 30, 2016, there have been no material changes to the Company’s significant accounting policies than those previously disclosed in the Company’s Form 10-K for the year ended December 31, 2015.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of SilverSun and its subsidiary SWK, which is wholly owned. All significant intercompany transactions and balances have been eliminated in consolidation.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 nine months ended September 30, 2016 and 2015.
Definite Lived Intangible Assets and Long-lived Assets
The 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 nine months ended September 30, 2016 and 2015.
Revenue Recognition
Revenue is recognized when products are shipped, or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured.
Product Revenue
Software product revenue is recognized when the product is shipped to the customer. The Company treats the software component and the professional services consulting component as two separate arrangements that represent separate units of accounting. Consideration is allocated to each unit of accounting based upon that unit’s proportion of the fair value. In a situation where both components are present, software sales revenue is recognized when collectability is reasonably assured and the product is delivered and has stand-alone value based upon vendor specific objective evidence.
Service Revenue
Service revenue is comprised of primarily professional service consulting revenue, maintenance revenue and other ancillary services provided. Professional service revenue is recognized as service time is incurred.
With respect to maintenance services, upon the completion of one year from the date of sale, the Company offers customers an optional annual software maintenance and support agreement for subsequent periods not exceeding one year. Maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements, which typically range from three months to one year and are included in services revenue in the Consolidated Statements of Income.
Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Unbilled Services
The Company recognizes revenue on its professional services as those services are performed or certain obligations are met. Unbilled services represent the revenue recognized but not yet invoiced.
Deferred Revenues
Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months.
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 and cash equivalents with various institutions, which exceed federally insured limits throughout the year. At September 30, 2016 and December 31, 2015, the Company had cash on deposit of approximately $1,174,469 and $895,727 respectively in excess of the federally insured limits of $250,000.
As of September 30, 2016, no one customer represented more than 10% of the total accounts receivable and unbilled services.
For the nine months ended September 30, 2016 and 2015, our top ten customers accounted for 20% ($5,148,867) and 17% ($3,250,700), respectively, of our total revenues. The Company does not rely on any one specific customer for any significant portion of our revenue.
For the nine months ended September 30, 2016 and 2015, purchases from one supplier through a “channel partner” agreement were approximately 24% and 24% of cost of revenues, respectively. This channel partner agreement is for a one year term and automatically renews for an additional one year term on the anniversary of the agreements effective date.
As of September 30, 2016 and December 31, 2015, one supplier represented approximately 39% and 33% of total accounts payable respectively.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash and cash equivalents. As of September 30, 2016 the Company believes it has no significant risk related to its concentration of accounts receivable.
Accounts Receivable
Accounts receivable consist primarily of invoices for maintenance and professional services. Full payment for software ordered by customers is due in advance of ordering from the software supplier. Payments for maintenance and support plan renewals are due before the beginning of the maintenance period. Terms under our professional service agreements are generally 50% due in advance and the balance on completion of the services.
The Company maintains an allowance for bad debt estimated by considering a number of 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.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. 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 Consolidated Statements of Income.
Income Taxes
Deferred income taxes reflects 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. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. 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 2013 to 2016 remain open to examination for both the U.S. federal and state jurisdictions.
There were no liabilities for uncertain tax positions at September 30, 2016 and December 31, 2015.
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 Company’s current financial assets and liabilities approximate fair value due to their short term nature and include cash, accounts receivable, accounts payable, and accrued liabilities. The carrying value of longer term lease, contingent consideration and debt obligations approximate fair value as their stated interest rates approximate the rates currently available.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these subjective assumptions may significantly impact stock-based compensation expense.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842)
, which requires lessees to put most leases on their balance sheets by recognizing a lessee’s rights and obligations, while expenses will continue to be recognized in a similar manner to today’s legacy lease accounting guidance. This ASU could also significantly affect the financial ratios used for external reporting and other purposes, such as debt covenant compliance. This ASU will be effective for us on January 1, 2019, with early adoption permitted. We are currently in the process of assessing the impact of this ASU on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09,
Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
, which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including
treatment of excess tax benefits and forfeitures, as well as consideration of minimum statutory tax withholding requirements. The ASU will take effect for
public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early application permitted in any
interim or annual period. The Company is evaluating the future impact of this ASU on the consolidated financial statements.
In April 2016, the FASB issued ASU No. 2016-10,
Revenue from Contracts with Customers: Identifying performance obligations and licensing,
to reduce the cost and complexity of applying the guidance on identifying promised goods or services around identifying performance obligations and implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The Company has not yet selected a transition method nor have they determined the effect of the standard on our consolidated financial statements.
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements.
NOTE 3 – NET INCOME PER COMMON SHARE
The Company’s basic income per common share is based on net income for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding option and warrants to the extent they are dilutive. The computation of diluted income per share for the three and nine months ended September 30, 2016 and September 30, 2015 does not include share equivalents as all warrants and options exceeded the average market price of our common stock. Convertible debt is included below, based on the if-converted method.
|
|
Three Months
Ended
|
|
|
Three Months
Ended
|
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Basic net income per share computation:
|
|
|
|
|
|
|
Net income
|
|
$
|
2,751,406
|
|
|
$
|
16,464
|
|
Weighted-average common shares outstanding
|
|
|
4,410,736
|
|
|
|
4,407,231
|
|
Basic net income per share
|
|
$
|
0.62
|
|
|
$
|
0.00
|
|
Diluted net income per share computation:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,751,406
|
|
|
$
|
16,464
|
|
Weighted-average common shares outstanding
|
|
|
4,477,403
|
|
|
|
4,407,231
|
|
Total adjusted weighted-average shares
|
|
|
4,477,403
|
|
|
|
4,407,231
|
|
Diluted net income per share
|
|
$
|
0.61
|
|
|
$
|
0.00
|
|
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – NET INCOME PER COMMON SHARE
(Continued)
|
|
Nine Months
Ended
|
|
|
Nine Months
Ended
|
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Basic net income per share computation:
|
|
|
|
|
|
|
Net income
|
|
$
|
3,372,803
|
|
|
$
|
582,232
|
|
Weighted-average common shares outstanding
|
|
|
4,410,736
|
|
|
|
4,265,065
|
|
Basic net income per share
|
|
$
|
0.76
|
|
|
$
|
0.14
|
|
Diluted net income per share computation:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,372,803
|
|
|
$
|
582,232
|
|
Weighted-average common shares outstanding
|
|
|
4,477,403
|
|
|
|
4,265,065
|
|
Total adjusted weighted-average shares
|
|
|
4,477,403
|
|
|
|
4,265,065
|
|
Diluted net income per share
|
|
$
|
0.75
|
|
|
$
|
0.14
|
|
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share.
|
|
Three Months
September 30, 2016
|
|
|
Three Months
September 30,
2015
|
|
Stock options
|
|
|
143,576
|
|
|
|
162,409
|
|
Warrants
|
|
|
203,253
|
|
|
|
203,253
|
|
|
|
|
|
|
|
|
|
|
Total potential dilutive securities not included in income per share
|
|
|
346,829
|
|
|
|
365,662
|
|
|
|
Nine Months
September 30, 2016
|
|
|
Nine Months
September 30,
2015
|
|
Stock options
|
|
|
143,576
|
|
|
|
162,409
|
|
Warrants
|
|
|
203,253
|
|
|
|
203,253
|
|
|
|
|
|
|
|
|
|
|
Total potential dilutive securities not included in income per share
|
|
|
346,829
|
|
|
|
365,662
|
|
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Leasehold improvements
|
|
$
|
30,557
|
|
|
$
|
30,557
|
|
Equipment, furniture and fixtures
|
|
|
1,736,464
|
|
|
|
1,471,268
|
|
|
|
|
1,767,021
|
|
|
|
1,501,825
|
|
Less: Accumulated depreciation
|
|
|
(1,250,985
|
)
|
|
|
(1,076,478
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
516,036
|
|
|
$
|
425,347
|
|
Depreciation expense related to these assets was $58,222 and $174,507 respectively for the three and nine months ended September 30, 2016 as compared to $38,920 and $116,927 for the three and nine months ended September 30, 2015.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – PROPERTY AND EQUIPMENT (Continued)
Property and equipment under capital leases are summarized as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Equipment, furniture and fixtures
|
|
|
521,905
|
|
|
|
433,536
|
|
Less: Accumulated depreciation
|
|
|
(310,061
|
)
|
|
|
(232,228
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
211,844
|
|
|
$
|
201,308
|
|
NOTE 5 – INTANGIBLE ASSETS
Intangible assets consist of proprietary developed software, intellectual property, customer lists and acquired contracts carried at cost less accumulated amortization and customer lists acquired at fair value less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives.
The components of intangible assets are as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
Estimated
Useful Lives
|
|
Proprietary developed software
|
|
$
|
498,956
|
|
|
$
|
365,911
|
|
|
5
|
|
Intellectual property, customer list, and acquired contracts
|
|
|
3,069,551
|
|
|
|
3,069,551
|
|
|
5 - 15
|
|
Total intangible assets
|
|
$
|
3,568,507
|
|
|
$
|
3,435,462
|
|
|
|
|
Less: accumulated amortization
|
|
|
(1,203,183
|
)
|
|
|
(863,925
|
)
|
|
|
|
|
|
$
|
2,365,324
|
|
|
$
|
2,571,537
|
|
|
|
|
Amortization expense included in depreciation and amortization was $113,086 and $339,258 for the three and nine months ended September 30, 2016 respectively as compared to $145,708 and $300,010 for the three and nine months ended September 30, 2015. Included in proprietary developed software is $133,044 not yet in service.
The Company expects future amortization expense to be the following:
|
|
Amortization
|
|
Balance of 2016
|
|
$
|
119,908
|
|
2017
|
|
|
343,002
|
|
2018
|
|
|
281,369
|
|
2019
|
|
|
281,367
|
|
2020
|
|
|
264,143
|
|
Thereafter
|
|
|
1,075,535
|
|
|
|
|
|
|
Total
|
|
$
|
2,365,324
|
|
NOTE 6 – LINE OF CREDIT AND PROMISSORY NOTES
On August 1, 2013, the Company obtained a line of credit (the “Credit Line”) from the bank which expired on July 31, 2015 and was automatically renewed for an additional year. The Credit Line includes a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000, interest is charged at prime plus 1.75% (5.25% at June 30, 2016). The Credit Line is collateralized by substantially all of the assets of the Company and guaranteed by the Company’s Chief Executive Officer, Mr. Meller. The Credit Line requires the Company to pay a monitoring fee of $1,000 monthly. The Company was in compliance with all covenants related to the Credit Line at June 30, 2016. The line of credit was cancelled on July 31, 2016.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 – LINE OF CREDIT AND PROMISSORY NOTES (Continued)
On May 6, 2014, SWK acquired certain assets of ESC, Inc. pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $350,000 (the “ESC Note”). The ESC Note matures on April 1, 2019. Monthly payments are $6,135 including interest at 2% per year. At September 30, 2016 the outstanding balance was $191,013.
On March 11, 2015, SWK acquired certain assets of 2000 SOFT, Inc. d/b/a Accounting Technology Resource (ATR) pursuant to an Asset Purchase Agreement for cash of $80,000 and a promissory note for $175,000 (the “ATR Note”). The note matures on February 1, 2018. Monthly payments are $5,012 including interest at 2% per year. At September 30, 2016 the outstanding balance was $88,811.
On July 6, 2015, SWK acquired certain assets of ProductiveTech Inc. (PTI) pursuant to an Asset Purchase Agreement for cash of $500,000 and a promissory note for $600,000 (the “PTI Note”). The PTI Note is due in 60 months from the closing date and bears interest at a rate of two and one half (2.5%) percent. Monthly payments including interest are $10,645. At September 30, 2016 the outstanding balance was $466,485.
On October 19, 2015, SWK acquired certain assets of Oates & Company, LLC (Oates) pursuant to an Asset Purchase Agreement (the “Oates Purchase Agreement”) for cash of $125,000 and a promissory note for $175,000 (the “Oates Note”). The Oates Note is due in three years from the closing date and bears interest at a rate of two (2%) percent. Monthly payments including interest are $5,012. At September 30, 2016 the outstanding balance was $122,466.
Additionally in connection with the Oates Purchase Agreement, the Company issued a convertible note for $200,000 (the “Second Oates Note”). The Second Oates Note is due January 1, 2017 and bears interest at a rate of one (1%) percent. The quarterly interest payments are computed on the basis of 365-day year from the date of this note until paid. The Company may, at its sole and exclusive option, convert, at any time until payment in full of the Second Oates Note, all or any part of the principal amount of the Second Oates Note plus accrued interest, into shares of the Company’s Common Stock, at the price per share equal to $3.00 per share.
On July 21, 2016, SWK entered into a Revolving Demand Note (the “Revolving Demand Note”) by and between SWK (the “Borrower”) and M&T Bank (“Lender”), a commercial lender. The Lender has agreed to loan SWK up to a principal amount of one million dollars. The interest rate on the Revolving Demand Note shall be a variable rate, equal to the “Prime Rate”, plus ninety-five one-hundredths percent (0.95%) per annum. There is a minimum interest rate floor of four percent (4%). The Revolving Demand Note is secured by all of the Borrower’s assets pursuant to a Security Agreement. Furthermore, on July 21, 2016, the Company and Mr. Mark Meller, individually, entered into Unlimited Guaranty agreements (the “Guaranty Agreements”) with the Lender. Under the Guaranty Agreements, the Company and Mr. Meller personally, jointly and severally guaranteed the liabilities of the Borrower due and owing under the terms of the Revolving Demand Note. At September 30, 2016 the outstanding balance was $0.
At September 30, 2016, future payments of long term debt are as follows:
Remainder of 2016
|
|
$
|
75,625
|
|
2017
|
|
|
506,677
|
|
2018
|
|
|
257,846
|
|
2019
|
|
|
154,727
|
|
2020
|
|
|
73,900
|
|
Total
|
|
$
|
1,068,775
|
|
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 – CAPITAL 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 the accompanying balance sheets. The related obligations are based upon the present value of the future minimum lease payments with interest rates ranging from 7.1% to 12.5%.
At September 30, 2016, future payments under capital leases are as follows:
Remainder of 2016
|
|
$
|
33,195
|
|
2017
|
|
|
114,267
|
|
2018
|
|
|
60,631
|
|
2019
|
|
|
1,785
|
|
Total minimum lease payments
|
|
|
209,878
|
|
Less amounts representing interest
|
|
|
(15,446
|
)
|
Present value of net minimum lease payments
|
|
|
194,432
|
|
Less current portion
|
|
|
(111,719
|
)
|
Long-term capital lease obligation
|
|
$
|
82,713
|
|
NOTE 8 – EQUITY
Equity
On March 10, 2015, March 23, 2015 and March 24, 2015, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”) providing for the issuance and sale by the Company (the “Offering”) of an aggregate of 363,490 shares (the “Shares”) of Common Stock and warrants (the “Investor Warrants”) to purchase an aggregate of 181,745 shares of Common Stock (the “Warrant Shares”). Each Investor Warrant to purchase one share of Common Stock was sold at a price of $0.01 and has an exercise price of $5.30 per share. The gross proceeds raised was $1,543,015 less expenses relating to the Offering of $730,992, resulting in net proceeds to the Company of $812,023.
On March 29, 2015, Mr. Meller returned and cancelled his one share of Series B Preferred Stock (the “Series B Preferred”) to the Company. Mr. Meller had been issued one (1) share of Series B Preferred Stock in partial consideration for his personal guarantee of certain notes issued by the Company in the principal aggregate amount of $550,000 in 2011. Also, on March 29, 2015, subject to shareholder approval, the Board approved the cancellation of the Company’s Series B Preferred Stock certificate of designation (the “Series B Preferred Designation”). The Company subsequently did not receive shareholder approval for the cancellation of the Series B Preferred designation and the Series B Preferred remained authorized but unissued.
On April 29, 2015 the Board approved entering into a consulting agreement with Christopher IR for investor relation services. In addition to cash payments for services, the Company issued 15,000 shares of Common Stock at $2.42 per share or $36,300.
On July 6, 2015 the Company in relation to the acquisition of certain assets of PTI had issued 64,484 shares of Common Stock at $4.032 per share for a value of $260,000. The stock price was based on the average close price of SSNT stock for the five trading days immediately preceding the closing date.
On January 11, 2016, the Company announced the payment of a $0.06 special cash dividend per share of Common Stock. The dividend payments were paid out on January 20, 2016 for an aggregate amount of $264,699, which reduced additional paid in capital.
On July 28, 2016 (the “
Effective Date
”), the Company entered into a Series B Preferred Stock Purchase Agreement (the “
Preferred Stock Purchase Agreement
”) with the Company’s Chief Executive Officer, Mr. Mark Meller, pursuant to which Mr. Meller was issued the only share of the Company’s authorized but unissued Series B Preferred Stock. Mr. Meller was issued one (1) share of Series B Preferred Stock for (i) $100 in cash and (ii) as partial consideration for Mr. Meller’s personal guarantee of the Revolving Demand Note.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 – EQUITY (Continued)
Each one (1) share of the Series B Preferred Stock shall have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty-nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 = 5,204,082).
The Series B Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “
Certificate of Designation
”) filed by the Corporation with the Secretary of State of the State of Delaware (“
Delaware Secretary of State
”) on September 23, 2011.
Options
In March 2015, the Company granted 10,000 incentive stock options with an exercise price of $4.00 per option to a certain non-executive employee under the 2004 Stock Incentive Plan. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, approximately five years. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 1.6%, volatility at 263.18% and an expected life of 5 years. As a result, the Company estimated the value of these options at $39,875.
In October 2015, the Company issued to the shareholders of Macabe 25,000 incentive stock options with an exercise price of $3.66. Options will vest over five years at the rate of 20% per annum. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 1.37%, volatility at 332.76% and an expected life of 5 years. As a result, the Company estimated the value of these options at $91,482.
The Company uses judgment in estimating the amount of stock-based awards that are expected to be forfeited. If actual forfeitures differ significantly from the original estimate, stock-based compensation expense and the results of operations could be impacted.
A summary of the status of the Company’s stock option plans for the fiscal years ended December 31, 2015 and the nine months ending September 30, 2016 and changes during the years are presented below (in number of options):
|
|
Number
of Options
|
|
|
Average
Exercise Price
|
|
Average Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at January 1, 2015
|
|
|
163,846
|
|
|
$
|
4.65
|
|
2.5 years
|
|
$
|
-0-
|
|
Options granted
|
|
|
35,000
|
|
|
|
3.76
|
|
4.2 years
|
|
|
|
|
Options canceled/forfeited
|
|
|
(15,270
|
)
|
|
$
|
4.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at December 31, 2015
|
|
|
183,576
|
|
|
$
|
4.49
|
|
2.7 years
|
|
$
|
-0-
|
|
Options granted
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Options canceled/forfeited
|
|
|
(40,000
|
)
|
|
$
|
4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at September 30, 2016
|
|
|
143,576
|
|
|
|
4.48
|
|
1.8 years
|
|
$
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested Options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016:
|
|
|
98,575
|
|
|
$
|
4.73
|
|
1.1 years
|
|
$
|
-0-
|
|
December 31, 2015:
|
|
|
119,243
|
|
|
$
|
4.70
|
|
2.0 years
|
|
$
|
-0-
|
|
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 – EQUITY (Continued)
As of September 30, 2016 the unamortized compensation expense for stock options was $122,468. Unamortized compensation expense is expected to be recognized over a weighted-average period of three years.
Warrants
On January 29, 2015 the Company granted 3,333 warrants with a fair value of approximately $19,969, which immediately vested, to Joseph Macaluso as part of his compensation for agreeing to join the Board of Directors. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: a) fair market value of stock of $6.00; b) exercise price of $6.00; c) Dividend yield of 0%; d) Risk free interest rate of 1.42%; e) expected volatility of 284.28%; f) Expected life of 5 years.
On March 9, 2015 the Company granted 18,175 warrants with a fair value of approximately $73,356, which immediately vested, to Alexander Capital, LP as partial compensation for acting as placement agent. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: (a) fair market value of stock of $4.05; (b) exercise price of $5.088; (c) Dividend yield of 0%; (d) Risk free interest rate of 1.66%; (e) expected volatility of 263.67%; and (f) Expected life of 5 years.
On March 23, 2015 the Company granted 181,745 warrants with a fair value of approximately $638,630, which immediately vested, to those that purchased common stock as part of the offering. The estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions: (a) fair market value of stock of $3.53; (b) exercise price of $5.30; (c) Dividend yield of 0%; (d) Risk free interest rate of 1.41%; (e) expected volatility of 258.39%; and (f) Expected life of 5 years.
The following table summarizes the warrants transactions:
|
|
Warrants
Outstanding
|
|
|
Weighted Average
Exercise Price
|
|
|
|
|
|
|
|
|
Balance, January 1, 2015
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
203,253
|
|
|
$
|
5.29
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Outstanding and Exercisable December 31, 2015
|
|
|
203,253
|
|
|
$
|
5.29
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Outstanding and Exercisable September 30, 2016
|
|
|
203,253
|
|
|
$
|
5.29
|
|
NOTE 9 – BUSINESS COMBINATION
During 2015 SWK completed four acquisitions. On March 11, 2015 SWK entered into an Asset Purchase Agreement with 2000 SOFT, Inc. d/b/a ATR, a California corporation (“ATR”). On July 6, 2015 SWK entered into an Asset Purchase Agreement with ProductiveTech, Inc. (“PTI”), a south New Jersey corporation. As of September 30, 2016, the prior owners of PTI owed the Company $9,978 related to amounts collected by the prior owners subsequent to acquisition but owed to the Company and this amount is included in prepaid expenses and other current assets. On October 1, 2015 SWK entered into an Asset Purchase Agreement with The Macabe Associates, Inc., a Washington corporation (“Macabe”). On October 19, 2015 SWK entered into an Asset Purchase Agreement with Oates & Company, a North Carolina reseller (“Oates”). As of September 30, 2016, the prior owners of Oates owed the Company $80,019 related to amounts collected by the prior owner subsequent to acquisition but owed to the Company and this amount is included in prepaid expenses and other current assets.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 – BUSINESS COMBINATION
(Continued)
The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the nine months ended September 30, 2015 as if the acquisitions occurred on January 1, 2015. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment of definite lived intangible assets.
Pro Forma
|
|
Nine Months Ended
September 30, 2015
|
|
Net sales
|
|
$
|
23,376,818
|
|
Operating expenses
|
|
|
9,308,420
|
|
Income before taxes
|
|
|
605,460
|
|
Net income
|
|
$
|
553,827
|
|
Basic and diluted income per common share
|
|
$
|
0.13
|
|
For the nine months ended September 30, 2015 the pro-forma results above include two months of pro-forma results of ATR, six months of pro-forma results for PTI, nine months of pro-forma results for Macabe, and nine months of pro-forma results for Oates.
NOTE 10 – INCOME TAXES
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 $7,523,000 as of December 31, 2015, of which approximately $614,000 is reserved, as of September 30, 2016, which is subject to limitations under Section 382 of the Internal Revenue Code. These carryforward losses are available to offset future taxable income, and begin to expire in the year 2026 to 2034.
The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets.
Income tax provision (benefit):
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
(107,478
|
)
|
|
$
|
215,833
|
|
State and local
|
|
|
40,000
|
|
|
|
23,982
|
|
|
|
|
|
|
|
|
|
|
Total current tax (benefit) provision
|
|
|
(67,478
|
)
|
|
|
239,815
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
334,786
|
|
|
|
25,650
|
|
State and local
|
|
|
13,949
|
|
|
|
2,850
|
|
Release of valuation allowance
|
|
|
(2,563,637
|
)
|
|
|
(200,000
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax provision (benefit)
|
|
|
(2,214,902
|
)
|
|
|
(171,500
|
)
|
|
|
|
|
|
|
|
|
|
Total (benefit) provision
|
|
$
|
(2,282,380
|
)
|
|
|
68,315
|
|
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10 – INCOME TAXES (Continued)
For the year nine months ended September 30, 2016, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. The Federal effective rate is higher than the statutory rate primarily due to Incentive Stock Options (ISO) expense which is generally never tax deductible for the Company. The benefit for the nine months ended September 30, 2016 was $2,282,380. The effective tax rate prior to the release of the valuation allowance consists primarily of the 40% federal statutory tax rate and a blended 5% state and local tax rate.
For the nine months ended September 30, 2016, the Company’s Federal and State provision requirements were offset by the reversal of a significant portion of its valuation allowance, no longer deemed necessary, taking into consideration Section 382 limitations, to offset current and future taxable income totaling $6,909,093 and recorded a net tax benefit of $2,563,637, which represents a reduction in its valuation allowance on tax attributes that are expected to be utilized based on management’s assessment and evaluation of current and projected income. Additionally the return to provision true-up of prior year taxes owed was a result of overaccrual of taxes for the 2015 tax year. For the nine months ended September 30, 2015, the Company’s Federal and State provision requirements were offset by the reversal of a portion of the valuation allowance totaling $560,000, no longer deemed necessary, and recorded a net tax benefit of $200,000.
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company leases its North Syracuse office space from its current CFO, Crandall Melvin III which expires on May 31, 2018. The monthly rent for this office space is $2,100. Total rent expense for the three and nine months ended September 30, 2016 and 2015 was $6,300 and $18,900 respectively under this lease.
The Company leases its Seattle office space from Mary Abdian, an employee of SWK, which expires September 30, 2018. The monthly rent for this office space is $3,000 and increases 3% each year. Total rent expense for the three and nine months ended September 30, 2016 under this lease was $9,000 and $27,000 respectively.
As of September 30, 2016, long term debt, convertible note payable and contingent consideration are considered related party liabilities as holders are current employees of the company, see Note 6 and Note 9.
NOTE 12 – COMMITMENTS
Operating Leases
Our main offices are located at 5 Regent Street, Livingston, NJ where we have 6,986 square feet of office space at a monthly rent of $7,400. The lease expires December 31, 2016. The Company has a lease, with a one-year extension, for office space at 6834 Buckley Road, North Syracuse, New York, at a monthly rent of $2,100. The lease expired on May 31, 2015 and was subsequently extended for a three year term commencing June 1, 2015 and ending May 31, 2018. The Company also leases 2,700 square feet of office space for sales and support in Skokie, Illinois with a monthly rent of $3,000. This lease expires April 30, 2018. The Company also leases 702 square feet for sales and support in Minneapolis, Minnesota with a monthly rent of $1,515 a month. This lease expires March 31, 2017. The Company leases 2,105 square feet of office space in Phoenix, AZ starting at $1,271 and escalating to $2,894 per month by the end of the term September 30, 2019. The Company leases 1,500 square feet of office space in Seattle, WA with a monthly rent of $3,000 a month. The lease expires September 30, 2018. The Company leases 3,422 square feet of office space in Greensboro, NC with a monthly rent of $4,182 a month. The lease expires February 28, 2017. The Company leases 1,745 square feet of office space in Santa Ana, CA with a monthly rent of $3,225 per month escalating to $3,402 per month by the end of the lease term, April 30, 2018.
Total rent expense under these operating leases for the nine months ended September 30, 2016 and 2015 was $277,567 and $161,813, respectively.
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2015.
Remainder 2016
|
|
$
|
81,039
|
|
2017
|
|
|
184,837
|
|
2018
|
|
|
98,698
|
|
2019
|
|
|
26,049
|
|
|
|
$
|
390,623
|
|
Contingent Consideration
Associated with certain acquisitions in Note 9, the Company has contingent considerations due totaling $276,990 at September 30, 2016. The Company estimates that the contingent consideration will be fully paid by June 30, 2020.
NOTE 13 – SUBSEQUENT EVENTS
On October 14, 2016, the Company entered into a new lease office agreement for its main office relocating from Livingston, NJ to East Hanover, NJ. The new lease commencement date is February 1, 2017. The Company will lease 5,129 square feet of office space starting at a monthly rent of $8,762 and escalating to $10,044 per month by the end of the term April 30, 2024.