UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                             to                          

 

Commission File Number: 001-38063

 

SILVERSUN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

16-1633636

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

 

120 Eagle Rock Ave

East Hanover, NJ 07936

(Address of principal executive offices)

 

(973) 396-1720

(Registrant’s telephone number, including area code)

 

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

 

Title of each class 

Trading Symbol(s) 

Name of each exchange on which registered

Common Stock, par value $0.00001 per share  

SSNT 

The NASDAQ Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

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

 

Large accelerated filer ☐

 

Accelerated filer ☐

 

 

 

Non-accelerated filer

 

Smaller Reporting Company

 

 

 

Emerging Growth Company

 

 

 

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

 

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

 

As of August 7, 2023, there were 5,256,177 shares outstanding of the registrant’s common stock.

 

 

 

 

SILVERSUN TECHNOLOGIES, INC.

 

TABLE OF CONTENTS

 

 

 

Page No.

PART I.    FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited):

 

 

Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

3

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022

4

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022

5

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022

6

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

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

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

32

 

 

 

PART II.   OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

34

 

 

 

 

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

June 30,

2023

   

December 31,

2022

 

ASSETS

 

(unaudited)

         
                 

Current assets:

               

Cash and cash equivalents

  $ 7,129,782     $ 8,008,633  

Accounts receivable, net of allowance of $422,671 and $490,311 as of

June 30, 2023 and December 31, 2022, respectively

    2,227,541       2,232,960  

Unbilled services

    501,254       367,165  

Deferred charges

    2,033,774       1,516,895  

Prepaid expenses and other current assets

    1,534,037       1,573,615  
                 

Total current assets

    13,426,388       13,699,268  
                 

Property and equipment, net

    557,104       711,314  

Operating lease right-of-use assets

    465,042       328,562  

Intangible assets, net

    3,941,431       4,265,353  

Goodwill

    1,139,952       1,139,952  

Deferred tax assets

    885,719       1,106,065  

Deposits and other assets

    187,553       187,553  
                 

Total assets

  $ 20,603,189     $ 21,438,067  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               
                 

Current liabilities:

               

Accounts payable

  $ 2,820,595     $ 3,272,555  

Accrued expenses

    2,175,225       2,432,703  

Accrued interest

    24,129       23,757  

Long-term debt – current portion

    477,069       680,146  

Long-term debt – related party – current portion

    103,333       103,333  

Finance lease obligations – current portion

    202,420       214,990  

Operating lease liabilities – current portion

    302,739       268,345  

Deferred revenue

    3,363,654       3,757,090  
                 

Total current liabilities

    9,469,164       10,752,919  
                 

Long-term debt net of current portion

    451,674       671,014  

Finance lease obligations net of current portion

    305,235       401,453  

Operating lease liabilities net of current portion

    162,303       60,217  
                 

Total liabilities

    10,388,376       11,885,603  
                 

Commitments and contingencies

   
 
     
 
 
                 

Stockholders’ equity:

               

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

   
 
     
 
 

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

no shares issued and outstanding

    -       -  

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

5,256,177 and 5,256,177 shares issued and outstanding as of June 30, 2023

and December 31, 2022, respectively

    53       53  

Additional paid-in capital

    10,470,498       10,429,001  

Accumulated deficit

    (255,738

)

    (876,590

)

                 

Total stockholders’ equity

    10,214,813       9,552,464  
                 

Total liabilities and stockholders’ equity

  $ 20,603,189     $ 21,438,067  

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2023

   

June 30, 2022

   

June 30, 2023

   

June 30, 2022

 

Revenues:

                               

Software product, net

  $ 3,298,020     $ 2,782,081     $ 6,620,349     $ 5,393,043  

Service, net

    9,959,251       7,855,992       19,764,660       16,268,874  

Total revenues, net

    13,257,271       10,638,073       26,385,009       21,661,917  
                                 

Cost of revenues:

                               

Product

    2,027,461       1,686,273       3,959,736       3,210,852  

Service

    6,044,665       4,824,532       11,882,568       9,618,930  

Total cost of revenues

    8,072,126       6,510,805       15,842,304       12,829,782  
                                 

Gross profit

    5,185,145       4,127,268       10,542,705       8,832,135  
                                 

Selling, general and administrative expenses:

                               

Selling and marketing expenses

    2,141,468       1,852,903       4,320,171       3,628,714  

General and administrative expenses

    2,383,784       2,071,145       4,943,812       4,712,122  

Share-based compensation expenses

    -       45,945       41,497       91,890  

Depreciation and amortization expenses

    203,629       236,521       411,424       498,371  

Total selling, general and administrative expenses

    4,728,881       4,206,514       9,716,904       8,931,097  
                                 

Income (loss) from operations

    456,264       (79,246

)

    825,801       (98,962

)

                                 

Other expense:

                               

Interest expense

    (17,422

)

    (23,800

)

    (34,677

)

    (42,652

)

Total other expense

    (17,422

)

    (23,800

)

    (34,677

)

    (42,652

)

                                 

Income (loss) before taxes

    438,842       (103,046

)

    791,124       (141,614

)

                                 

Provision (benefit) for income taxes

    95,481       (15,280

)

    170,272       (13,192

)

                                 

Net income (loss)

  $ 343,361     $ (87,766

)

  $ 620,852     $ (128,422

)

Net income (loss) per common share:

                               

Basic

  $ 0.07     $ (0.02

)

  $ 0.12     $ (0.03

)

Diluted

  $ 0.07     $ (0.02

)

  $ 0.12     $ (0.03

)

Weighted average shares:

                               

Basic

    5,256,177       5,136,177       5,256,177       5,136,177  

Diluted

    5,256,177       5,136,177       5,256,177       5,136,177  

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

FOR THE THREE MONTHS ENDED JUNE 30, 2023

 

   

Series A

Preferred Stock

   

Series B

Preferred Stock

   

Common Stock

Class A

   

Additional

Paid in

   

Accumulated

   

Total

Stockholders’

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

Balance at April 1, 2023

    -     $ -       -     $ -       5,256,177     $ 53     $ 10,470,498     $ (599,099

)

  $ 9,871,452  
                                                                         

Net income

    -       -       -       -       -       -       -       343,361       343,361  
                                                                         

Balance at June 30, 2023

    -     $ -       -     $ -       5,256,177     $ 53     $ 10,470,498     $ (255,738

)

  $ 10,214,813  

 

 

FOR THE THREE MONTHS ENDED JUNE 30, 2022

 

   

Series A

Preferred Stock

   

Series B

Preferred Stock

   

Common Stock

Class A

   

Additional

Paid in

   

Accumulated

   

Total

Stockholders’

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

Balance at April 1, 2022

    -     $ -       -     $ -       5,136,177     $ 52     $ 9,997,087     $ (635,027

)

  $ 9,362,112  
                                                                         

Share-based compensation

    -       -       -       -       -       -       45,945       -       45,945  

Net loss

    -       -       -       -       -       -       -       (87,766

)

    (87,766

)

                                                                         

Balance at June 30, 2022

    -     $ -       -     $ -       5,136,177     $ 52     $ 10,043,032     $ (722,793

)

  $ 9,320,291  

 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2023

 

   

Series A

Preferred Stock

   

Series B

Preferred Stock

   

Common Stock

Class A

   

Additional

Paid in

   

Accumulated

   

Total

Stockholders’

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

Balance at January 1, 2023

    -     $ -       -     $ -       5,256,177     $ 53     $ 10,429,001     $ (876,590

)

  $ 9,552,464  
                                                                         

Share-based compensation

    -       -       -       -       -       -       41,497       -       41,497  

Net income

    -       -       -       -       -       -       -       620,852       620,852  
                                                                         

Balance at June 30, 2023

    -     $ -       -     $ -       5,256,177     $ 53     $ 10,470,498     $ (255,738

)

  $ 10,214,813  

 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2022

 

   

Series A

Preferred Stock

   

Series B

Preferred Stock

   

Common Stock

Class A

   

Additional

Paid in

   

Accumulated

   

Total

Stockholders’

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

Balance at January 1, 2022

    -     $ -       -     $ -       5,136,177     $ 52     $ 9,951,142     $ (594,371

)

  $ 9,356,823  
                                                                         

Share-based compensation

    -       -       -       -       -       -       91,890       -       91,890  

Net loss

    -       -       -       -       -       -       -       (128,422

)

    (128,422

)

                                                                         

Balance at June 30, 2022

    -     $ -       -     $ -       5,136,177     $ 52     $ 10,043,032     $ (722,793

)

  $ 9,320,291  

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended

June 30,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income (loss)

  $ 620,852     $ (128,422

)

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

               

Deferred income taxes

    220,346       (13,192

)

Depreciation and amortization

    178,070       195,007  

Amortization of intangibles

    323,922       376,822  

Amortization of right of use assets

    188,161       453,009  

Bad debt expense

    (67,640

)

    -  

Share-based compensation

    41,497       91,890  
                 

Changes in assets and liabilities:

               

Accounts receivable

    73,059       (319,307

)

Unbilled services

    (134,089

)

    (60,864

)

Deferred charges

    (516,879

)

    -  

Prepaid expenses and other current assets

    39,578       (227,664

)

Deposits and other assets

    -       1,942  

Accounts payable

    (451,960

)

    (95,350

)

Accrued expenses

    (257,478

)

    (303,852

)

Accrued interest

    372       (5,405

)

Deferred revenues

    (393,436

)

    3,087  

Operating lease obligations

    (188,161

)

    (453,009

)

Net cash used in operating activities

    (323,786

)

    (485,308

)

                 

Cash flows from investing activities:

               

Purchase of property and equipment

    (23,860

)

    (30,549

)

Acquisition of assets

    -       (150,000

)

Net cash used in investing activities

    (23,860

)

    (180,549

)

                 

Cash flows from financing activities:

               

Payment of long-term debt

    (422,417

)

    (161,240

)

Payment of finance lease obligations

    (108,788

)

    (113,346

)

Net cash used in financing activities

    (531,205

)

    (274,586

)

                 

Net decrease in cash

    (878,851

)

    (940,443

)

                 

Cash, beginning of period

    8,008,633       6,814,117  
                 

Cash, end of period

  $ 7,129,782     $ 5,873,674  
                 

Cash paid during period for:

               

Interest

  $ 58,248     $ 48,147  

Income taxes

  $ 23,479     $ 15,820  

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

 

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

For the six months ended June 30, 2023:

 

On September 29, 2022, the Company entered into an operating lease for equipment with Digital Fortress, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $109,840.

 

On October 12, 2022, the Company entered into an operating lease for equipment and space with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $106,471.

 

On June 2, 2023, the Company entered into an operating lease to extend its lease for its Arizona office with Exeter 17319 DE, LLC. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $108,330 during the period ended June 30, 2023.

 

For the six months ended June 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 11).

 

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.

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 DESCRIPTION OF BUSINESS

 

SilverSun Technologies, Inc. (“SilverSun”) through our wholly owned subsidiaries SWK Technologies, Inc. (“SWK”), Secure Cloud Services, Inc. (“SCS”) and Critical Cyber Defense Corp. (“CCD”) (together with SWK, SCS and SilverSun, the “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”.

 

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. Government imposed travel restrictions on travel between the United States, Europe, and certain other countries. The impact of this pandemic has been, and will likely continue to be, extensive in many aspects of society, which has resulted, and will likely continue to result, in significant disruptions to the global economy as well as businesses and capital markets around the world. Currently, the Company’s operations have not been materially affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19). 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.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2023, the results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. These results are not necessarily indicative of the results to be expected for the full year.

 

The unaudited condensed consolidated 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, 2022 consolidated 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 unaudited condensed consolidated 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, 2022, filed with the SEC on February 28, 2023.

 

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.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates

 

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

 

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.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

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

 

The Company maintains an allowance for bad debt estimated by considering a number 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. Accounts are written off against the allowance when deemed uncollectable. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20-30-2, Financial Instruments Credit Losses, requiring a reporting entity to use a pooled approach to estimate expected credit losses for financial assets with similar risk characteristics. If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services. The Company utilizes this individual approach for its trade receivables and unbilled services as each customer does not share similar risks.

 

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 or six months ended June 30, 2023 and 2022.

 

Capitalization of Proprietary Developed Software

 

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

 

Business Combinations

 

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

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Definite Lived Intangible Assets and Long-lived Assets

 

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

 

The Company assesses potential impairment of its intangible assets and other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. No impairment losses were identified or recorded for the three and six months ended June 30, 2023 and 2022.

 

Revenue Recognition

 

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

 

The Company determines revenue recognition through the following 5 steps:

 

 

Identify the contract with a customer;

 

Identify the performance obligations in the contract;

 

Determine the transaction price;

 

Allocate the transaction price to the performance obligation in the contract; and

 

Recognize revenue when or as the entity satisfies a performance obligation

 

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

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 3,298,021     $ 2,782,081  

Professional consulting

    4,556,214       3,147,702  

Maintenance revenue

    1,235,100       1,194,556  

Ancillary service revenue

    4,167,936       3,513,734  
    $ 13,257,271     $ 10,638,073  

 

   

For the Six Months Ending

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 6,620,349     $ 5,393,043  

Professional consulting

    8,892,845       6,450,506  

Maintenance revenue

    2,618,069       2,542,556  

Ancillary service revenue

    8,253,746       7,275,812  
    $ 26,385,009     $ 21,661,917  

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

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 June 30, 2023, there was $372,520 in deferred maintenance revenues, $512,475 in deferred support service revenues and $2,478,659 in deposits for future consulting services. As of December 31, 2022, there was $460,709 in deferred maintenance, $472,266 in deferred support services, and $2,824,115 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 June 30, 2023 and December 31, 2022, as defined in ASC 852 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying unaudited condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.

 

The carrying amounts reported in the unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. For 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. Deferred charges represent expenses related to the merger (see Note 14) and will be charged against the proceeds when the merger is consummated.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Leases

 

The Company accounts for its leases in accordance with ASC 842, Leases. The Company leases office space, space for our data centers 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.

 

Concentrations

 

The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At June 30, 2023 and December 31, 2022, the Company had cash on deposit of $6,030,908 and $7,050,862, respectively, in excess of the federally insured limits of $250,000.

 

As of June 30, 2023, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2022, no one customer represented more than 10% of the total accounts receivable and unbilled services.

 

For the six months ended June 30, 2023 and 2022, the Company’s top ten customers accounted for 10% ($2,681,200) and 9% ($1,856,981), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue.

 

For the six months ended June 30, 2023 and 2022 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 June 30, 2023, one supplier represented approximately 22% of total accounts payable. For the year ended December 31, 2022, one supplier represented approximately 28% 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 June 30, 2023, the Company believes it has no significant risk related to its concentration of credit risk related to accounts receivable.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

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 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 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 accounts for uncertainties in income taxes under ASC 740-10-50 which 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. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

 

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 2019 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 June 30, 2023 and December 31, 2022.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value Measurement

 

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

 

 

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

 

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

 

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

 

The Company’s current financial assets and liabilities approximate fair value due to their short-term nature and include cash, accounts receivable, accounts payable, and accrued liabilities. The carrying value of longer-term 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 Notes 6 and 11.

 

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 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 are 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. This standard was adopted on January 1, 2023 and did not have a significant impact on our consolidated financial position and consolidated results of operations.

 

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.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 NET INCOME (LOSS) PER COMMON SHARE

 

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

 

For the three and six months ended June 30, 2023 and 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 six months ended June 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.

 

   

Three Months

Ended

   

Three Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.07     $ (0.02

)

Diluted net income (loss) per share computation:

               

Net income (loss) per above

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss) per share

  $ 0.07     $ (0.02

)

 

   

Six Months

Ended

   

Six Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.12     $ (0.03

)

Diluted net income (loss):

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss)per share

  $ 0.12     $ (0.03

)

 

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

 

   

Three Months

Ended

June 30, 2023

   

Three Months

Ended

June 30, 2022

 

Stock options

    158,420       165,620  

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

    158,420       165,620  

 

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

 

   

Six Months

Ended

June 30, 2023

   

Six Months

Ended

June 30, 2022

 

Stock options

    158,420       162,020  

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

    158,420       162,020  

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited

 

NOTE 4 ALLOWANCE FOR EXPECTED CREDIT LOSSES

 

Trade receivables and unbilled services with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following, if appropriate:

 

 

Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their region.

 

The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.

 

If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services. The Company, for the most part, utilizes this individual approach for its trade receivables and unbilled services as each customer does not share similar risks.

 

Roll-forward of Allowance for Doubtful Accounts

 

The following table represents the roll-forward of the allowance for doubtful accounts for the six months ended June 30, 2023 and the year ended December 31, 2022:

 

   

June 30, 2023

   

December 31, 2022

 

Balance at beginning of period

  $ 490,311     $ 330,311  

Current period provision for expected losses

    25,000       170,178  

Write-offs

    (92,640

)

    (10,178

)

Balance at end of period

  $ 422,671     $ 490,311  

 

NOTE 5 PROPERTY AND EQUIPMENT

 

Property and equipment is summarized as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Leasehold improvements

  $ 165,701     $ 165,701  

Equipment, furniture and fixtures

    3,845,435       3,821,575  
      4,011,136       3,987,276  

Less: Accumulated depreciation and amortization

    (3,454,032

)

    (3,275,962

)

                 

Property and equipment, net

  $ 557,104     $ 711,314  

 

Depreciation and amortization expense related to these assets for the three and six months ended June 30, 2023 were $85,529 and $178,070, respectively, as compared to $96,582 and $195,007 for the three and six months ended June 30, 2022.

 

Property and equipment under finance leases (included in Note 8) are summarized as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Equipment, furniture, and fixtures

  $ 1,256,092     $ 1,256,092  

Less: Accumulated amortization

    (823,898

)

    (716,743

)

                 

Property and equipment, net

  $ 432,194     $ 539,349  

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 6 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 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 11).

 

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.

 

The components of intangible assets are as follows:

  

 

June 30, 2023

 

 

December 31, 2022

 

 

Estimated

Useful Lives

 

Proprietary developed software

 

$

390,082

 

 

$

390,082

 

 

57

 

Intellectual property, customer list, and acquired contracts

 

 

7,743,283

 

 

 

7,743,283

 

 

515

 

Total intangible assets

 

 

8,133,365

 

 

 

8,133,365

 

 

 

 

Less: accumulated amortization

 

 

(4,191,934

)

 

 

(3,868,012

)

 

 

 

 

 

$

3,941,431

 

 

$

4,265,353

 

 

 

 

 

Amortization expense related to the above intangible assets for the three and six months ended June 30, 2023 was $161,961 and $323,922, respectively, as compared to $186,365 and $376,822 for the three and six months ended June 30, 2022.

 

The Company expects future amortization expense to be the following:

 

 

 

Amortization

 

Remainder of 2023

 

$

323,922

 

2024

 

 

647,844

 

2025

 

 

644,367

 

2026

 

 

633,165

 

2027

 

 

619,516

 

Thereafter

 

 

1,072,617

 

Total

 

$

3,941,431

 

 

NOTE 7 LONG-TERM AND RELATED PARTY DEBT

 

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 had a term of three (3) years and was 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 June 30, 2023 and December 31, 2022, the outstanding balances on the PT Notes were $103,333 and $103,333, respectively. On July 1, 2023, the Company repaid the outstanding balance of $103,333 and accrued interest.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 7 LONG-TERM AND RELATED PARTY DEBT (Continued)

 

On October 1, 2020, SWK acquired certain assets of Computer Management Services, LLC, (“CMS”) pursuant to an Asset Purchase Agreement for cash of $410, clients’ deposits related to technical support in the amount of $50,115, prepaid time from clients in the amount of $67,073, and the issuance of a promissory note in the aggregate principal amount of $170,000 (the “CMS Note”) for a total of $287,598. The CMS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,869. At June 30, 2023 and December 31, 2022, the outstanding balances on the CMS Note were $19,396 and $48,249, respectively.

 

On December 1, 2020, SWK acquired certain assets of Business Software Solutions (“BSS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $230,000 (the “BSS Note”). The BSS Note is due in 60 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,031. At June 30, 2023 and December 31, 2022, the outstanding balances on the BSS Note were $117,872 and $140,748, respectively.

 

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $3,724. At June 30, 2023 and December 31, 2022, the outstanding balances on the CTS Note were $36,896 and $58,741, 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 June 30, 2023 and December 31, 2022, the outstanding balances on the PSI Note were $140,373 and $215,863, 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 was subject to a downward adjustment in the event the Company lost 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 would 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 was 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 would be reduced. The measuring period for any downward adjustment would be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances would 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). There was no downward adjustment necessary as measured on the one-year anniversary of the note, January 1, 2023. The Note was amortized as follows: The first payment of principal and interest due under the Note, which was an annual payment, was due and paid on January 1, 2023. and thereafter, payments will be made quarterly in twelve equal installments. At June 30, 2023 and December 31, 2022, the outstanding balances on the DTSI Note was $574,062 and $835,000, respectively (see Note 11).

 

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 June 30, 2023 and December 31, 2022, the outstanding balance on the NEO3 Note was $40,144 and $52,559, respectively.

 

Total long-term and related party debt balances at June 30, 2023 and December 31, 2022 were $1,032,076 and $1,454,493, respectively, of which $580,402 and $783,479 was classified as current portion at June 30, 2023 and December 31, 2022, respectively.

 

At June 30, 2023, future payments of long-term debt are as follows:

 

Remainder of 2023

 

$

361,062

 

2024

 

 

360,091

 

2025

 

 

258,736

 

2026

 

 

52,187

 

Total

 

$

1,032,076

 

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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 June 30, 2023 was 7.24% and the following weighted-average lease term:

 

   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    3.15       3.44  

 

At June 30, 2023 future payments under finance leases are as follows:

 

   

June 30, 2023

 

Remainder of 2023

  $ 122,905  

2024

    176,686  

2025

    115,080  

2026

    115,080  

2027

    47,950  

Total minimum lease payments

    577,701  

Less amounts representing interest

    (70,046

)

Present value of net minimum lease payments

    507,655  

Less current portion

    (202,420

)

Long-term finance lease obligation

  $ 305,235  

 

NOTE 9 OPERATING LEASE LIABILITY

 

The Company leases space in four different locations and also has an equipment lease rental with monthly payments ranging from $3,180 to $10,279 which expire at various dates through September 30, 2026.

 

On September 29, 2022, the Company entered into an operating lease for equipment with Digital Fortress, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $109,840 during the period ended June 30, 2023.

 

On October 12, 2022, the Company entered into an operating lease for equipment and space with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $106,471 during the period ended June 30, 2023.

 

On June 2, 2023, the Company entered into an operating lease to extend its lease for its Arizona office with Exeter 17319 DE, LLC. Accordingly, operating lease right of use assets and operating lease liabilities were recognized for the extension in the amount of $108,330 during the period ended June 30, 2023.

 

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 were valued using an weighted average interest rate of 4.77%.

 

The Company's weighted average remaining lease term for operating leases as of June 30, 2023 and December 31, 2022 are as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    1.84       1.19  

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 9 OPERATING LEASE LIABILITY (Continued)

 

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2023:

 

Remainder 2023

  $ 188,485  

2024

    197,163  

2025

    72,058  

2026

    30,786  

Total undiscounted future minimum lease payments

    488,492  

Less: Difference between undiscounted lease payments and discounted lease liabilities

    (23,450

)

Total operating lease liabilities

    465,042  

Less current portion

    (302,739

)

Long-term operating lease liabilities

  $ 162,303  

 

Total rent expense under operating leases for the three and six months ended June 30, 2023 was $103,213 and $213,080, respectively, as compared to $123,086 and $258,217 for the three and six months ended June 30, 2022, respectively.

 

NOTE 10 EQUITY

 

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 June 30, 2023, 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 six months ended June 30, 2023.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 10 EQUITY (Continued)

 

A summary of the status of the Company’s stock option plans for the six months ended June 30, 2023 and the year ended December 31, 2022 and changes during the periods are presented below (in number of options):

 

   

Number

of Options

   

Average

Exercise Price

 
                 

Outstanding options at January 1, 2022

    165,620     $ 6.256  

Options granted

    -       -  

Options canceled/forfeited

    (7,200

)

  $ 6.530  
                 

Outstanding options at December 31, 2022

    158,420     $ 6.245  

Options granted

    -       -  

Options canceled/forfeited

    -     $ -  
                 

Outstanding options at June 30, 2023

    158,420     $ 6.245  

 

For the three and six months ended June 30, 2023, the Company recorded share-based compensation expense of $-0- and $41,497, respectively, as compared to $45,945 and $91,890 for the three and six months ended June 30, 2022.

 

As of June 30, 2023 and December 31, 2022, the unamortized compensation expense for stock options was $-0- and $41,497, respectively.

 

NOTE 11 BUSINESS COMBINATIONS

 

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 was subject to a downward adjustment in the event the Company lost 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 would 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 was 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 would 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 would 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). There was no downward adjustment necessary as measured on the one-year anniversary of the note, January 1, 2023. The Note was amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, was due and paid on January 1, 2023, and thereafter, payments will be made quarterly in twelve equal installments. Upon completion of an independent valuation, the allocation of the purchase price was $1,207,000 to customer lists with the excess purchase consideration of $128,000 being allocated to goodwill.

 

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

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 11 BUSINESS COMBINATIONS (Continued)

 

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

 

   

2022

Purchase

DTS

 
         

Cash consideration

  $ 500,000  

Note payable

    835,000  

Total purchase price

  $ 1,335,000  
         

Customer list

  $ 1,207,000  

Goodwill

    128,000  

Total assets acquired

    1,335,000  
         

Deferred revenue

    -  

Net assets acquired

  $ 1,335,000  

 

The Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 include the actual results of DTS, and as such, pro forma results are not required.

 

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 $5,000,000 as of June 30, 2023, 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 $886,000 and $1,106,000 in deferred tax assets at June 30, 2023 and December 31, 2022, respectively. The decrease in the deferred tax asset is due to provision for income taxes, which will reduce our NOL carryforward and the receipt of state and federal refunds.

 

For the three and six months ended June 30, 2023, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. For the three and six months ended June 30, 2023, the Company recorded tax provisions of $95,481 and $170,272, respectively, as compared to tax benefits of $15,280 and $13,192 for the three and six months ended June 30, 2022, respectively. These increases in the tax provision are primarily the result of the increase in income before taxes for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022.

 

NOTE 13 RELATED PARTY TRANSACTIONS

 

At June 30, 2023 and December 31, 2022, certain long-term debt is considered a related party liability as a holder of Prairie Tech is current employee of the Company. As of June 30, 2023 and December 31, 2022, the outstanding balances of this debt were $103,333 and $103,333, respectively.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 14 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 $1.50 per share, which equates to $7,884,266 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 2022. 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 Mergers are subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions.

 

Prior to the Mergers, SilverSun will hold a special meeting of its shareholders as of a pre-Merger record date to be determined (the “Special Meeting”). At the Special Meeting, the SilverSun stockholders will be asked to vote on the proposals set forth in the Form S-4 Registration Statement of SilverSun (the “Form S-4”) filed on October 19, 2022, as amended on January 9, 2023, February 14, 2023, April 4, 2023, April 28, 2023 and July 11, 2023 and as may be further amended in the future. These proposals include, but are not limited to, approval of (i) the Mergers; (ii) the Amended and Restated Certificate of Incorporation (and the matters covered thereby including the Reverse Stock Split); (iii) the Separation and Distribution Agreement; (iv) the SilverSun Technologies, Inc. 2023 Omnibus Incentive Plan; (v) the share issuances related to the Mergers requiring Nasdaq approval; and (vi) the post-Merger board nominees. These proposals are set forth in greater detail in the Form S-4. The Mergers are conditioned upon the approval of the Merger Proposal, subject to terms of the Merger Agreement. If the Merger Proposal is not approved, the other proposals (except the adjournment proposal, as described in the S-4 ) will not be presented to the shareholders for a vote. Similarly, approval of the Merger proposal is subject to the approval of the Amended and Restated Certificate of Incorporation proposal, the Separation and Distribution.

 

On March 13, 2023, SilverSun Technologies, Inc. (the “Company”) entered into the Third Amendment to Merger Agreement (the “Amendment”) with Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”), amending that certain Agreement and Plan of Merger, dated as of September 29, 2022 by and among the parties referenced above (as amended from time to time, the “Merger Agreement”). The Amendment provides that the Merger Agreement may be terminated, and the transactions abandoned, by either the Company or Rhodium at any time before the First Effective Time (as defined in the Merger Agreement), by written notice from one to the other if the closing has not occurred on or before June 30, 2023. No other provisions of the Merger Agreement were modified by the Amendment.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 14 MERGER (Continued)

 

On July 11, 2023, SilverSun Technologies, Inc. (the “Company”) entered into the Fifth Amendment to Merger Agreement (the “Amendment”) with Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”), amending that certain Agreement and Plan of Merger, dated as of September 29, 2022 by and among the parties referenced above (as amended from time to time, the “Merger Agreement”). The Amendment provides that the Merger Agreement may be terminated, and the transactions abandoned, by either the Company or Rhodium at any time before the First Effective Time (as defined in the Merger Agreement), by written notice from one to the other if the closing has not occurred on or before September 30, 2023. The Amendment also removes Section 7.06 from the Agreement. This section had provided for the payment of a $5,000,000 termination fee by the Company or Rhodium, as applicable, upon certain enumerated termination events. Following such removal, the Company and Rhodium continue to retain all other legal remedies available to them upon such termination events.

 

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 effective time of the merger , by written notice from one to the other if (i) the Closing has not occurred on or before June 30, 2023 or such later date mutually agreed to by SilverSun and Rhodium (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; (ii) the requisite vote of SilverSun shareholders has not been obtained by reason of the failure to obtain the required vote at the SilverSun Shareholders’ Meeting (or any adjournment or postponement of such meeting) duly convened for such purpose, except that the right to terminate the Merger Agreement for this reason shall not be available to SilverSun where the failure to obtain the requisite vote has been caused by the action or failure to act of any of the SilverSun Entities or such action or failure to act constitutes a material breach by any of the SilverSun Entities of the Merger Agreement; or (iii) any law or order is enacted, issued, promulgated or entered by a governmental authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the transactions, and (in the case of any order) such order has become final and non-appealable.

 

The Merger Agreement may be terminated, and the transactions abandoned, by SilverSun at any time before the First Effective Time, if (i) Rhodium breaches any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach (a) would give rise to the failure to satisfy the general closing conditions or the closing conditions to the obligations of SilverSun at the Closing and (b) such breach cannot be cured by the Termination Date, or, if curable, has not been cured by Rhodium within the earlier of (A) 30 days after Rhodium’s receipt of written notice of such breach from SilverSun and (B) three business days prior to the Termination Date, subject to certain conditions; or (ii) all of the general closing conditions and the closing conditions to the obligations of Rhodium at the Closing have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of the Merger Agreement by Rhodium or any of its affiliates and conditions that, by their nature, are to be satisfied at Closing and which are, at the time of termination, capable of being satisfied) and Rhodium has failed to fulfill its obligations and agreements contained in the Merger Agreement to consummate the Closing within three business days following written notice of such satisfaction from SilverSun and SilverSun is ready, willing and able to consummate the Closing.

 

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 that, if such termination results from (a) fraud or (b) the willful and material (i) failure of any party to perform its covenants, obligations or agreements contained in the Merger Agreement or (ii) breach by any party of its representations or warranties contained in the Merger Agreement, then such party shall be liable for any damages incurred or suffered by the other parties as a result of such failure or breach.

 

SilverSun Technologies Holdings, Inc. filed its Form 10 with the SEC on December 23, 2022. The Form 10 was withdrawn on February 21, 2023 because the financial statements contained therein were stale. SilverSun Technologies Holdings, Inc. refiled the Form 10 on March 3, 2023. On May 1, 2023, the Form 10 was withdrawn as the contemplated merger has not yet occurred.

 

 

SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 14 MERGER (Continued)

 

On April 4, 2023, the Company filed Amendment 3 to its Form S-4 Registration Statement with the SEC.

 

On April 28, 2023 the Company filed Amendment 4 to its Form S-4 Registration Statement with the SEC.

 

Set forth below is the description of each class of securities of SilverSun Technologies, Inc. (the “Company”) outstanding as of December 31, 2022. The following description summarizes the most important terms of these securities. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation and our Bylaws, copies of which have been previously filed with the Securities and Exchange Commission and are incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2022. You should refer to our Articles of Incorporation, Bylaws and the applicable provisions of the Delaware General Corporation Law for a complete description.

 

Common stock, par value $0.00001 per share (the “Common Stock”) is the only class of our securities currently registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SSNT.”

 

NOTE 15 SUBSEQUENT EVENT

 

On August 4, 2023, the Board of Directors approved the payment of a $0.20 special cash dividend per share of Common Stock to shareholders of record August 18, 2023. The dividend will be paid on August 25, 2023.

 

 

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

 

This quarterly report on Form 10-Q and other reports filed by SilverSun Technologies, Inc. and its wholly owned subsidiaries, SWK Technologies, Inc., Secure Cloud Services, Inc., and Critical Cyber Defense Corp. (collectively the “Company”, “we”, “our”, and “us”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

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

 

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

 

Overview

 

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

 

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

 

Our core strength is rooted in our ability to discover and identify the driving forces of change that are affecting – or will affect – businesses in a wide range of industries. We invest valuable time and resources to fully understand how technology is transforming the business management landscape and what current or emerging innovations are deserving of a clients’ attention. By leveraging this knowledge and foresight, our growing list of clients are empowered with the means to more effectively manage their businesses; to capitalize on real-time insight drawn from their data resources; and to materially profit from enhanced operational functionality, process flexibility and expedited process execution.

 

 

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

 

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

 

Our core business is divided into the following practice areas:

 

ERP (Enterprise Resource Management) and Accounting Software

 

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

 

Value-Added Services for ERP

 

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

 

IT Managed Network Services and Business Consulting

 

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

 

Cybersecurity

 

We provide enterprise level security services to the mid-market. Our cybersecurity-as-a-service offering includes a security operations center, incident response, cybersecurity assessments, and hacking simulations. The service is particularly well-suited for customers in compliance-driven and regulated industries, including financial services, pension administration, insurance, and the land and title sector.

 

Application Hosting

 

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

 

 

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

 

Investing in the acquisition of other companies and proprietary business management solutions has been an important growth strategy for our Company, allowing us to rapidly expand into new geographic markets and create new and exciting profit centers. To date, we have completed a series of strategic ventures that have served to fundamentally strengthen our Company’s operating platform and materially expand our footprint to nearly every U.S. state. More specifically, over the past fifteen years, we have outright acquired select assets of or entered into revenue sharing agreements with Business Tech Solutions Group, Inc.; Wolen Katz Associates; AMP-BEST Consulting, Inc.; IncorTech; Micro-Point, Inc.; HighTower, Inc.; Point Solutions, LLC; SGEN, LLC., ESC, Inc., 2000 SOFT, Inc., Productive Tech Inc., The Macabe Associates, Oates & Co; Pinsight Technology, Inc.; Info Sys Management, Inc., Nellnube, Inc., Partners in Technology Inc., Prairie Technology Solutions Group, Inc., Computer Management Services, LLC, Business Software Solutions, PeopleSense, Inc., and more recently Dynamic Tech Services, Inc. and NEO3, LLC.

 

Additionally, it is our intention to continue to increase our business by seeking additional opportunities through potential acquisitions, revenue sharing arrangements, partnerships or investments. Such acquisitions, revenue sharing arrangements, partnerships or investments may consume cash reserves or require additional cash or equity. Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors.

 

During the first six months of 2023, the Company continued to expand its customer base and growth trend which we believe will provide a basis for future growth.

 

Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022.

 

Our strategy is to grow our business through organic growth of our software applications, technology solutions and managed services, as well as expansion through acquisitions. We have established a national presence via our internal marketing, sales programs, and acquisitions, and now have ERP customers throughout most of the United States. To remain competitive and continue to grow, we continue to invest resources in our people, product development, marketing, and sales capabilities, and we expect to continue to do so in the future. During the six months ended June 30, 2023 the Company continued to expand its customer base, which we believe provides a basis for future growth. Revenues increased 21.8% to $26.4 million for the six months ended June 30, 2023 as compared to $21.7 million for the corresponding period in 2022. Our Acumatica and Sage product revenue continues to grow, and we are excited about the opportunity for growth with our Sage Intacct product.

 

The Company continues to monitor the COVID-19 situation as it pertains to the disruption of our business, and that of some of our customers, and growth in future quarters and will take steps, if necessary, to establish mitigation strategies to try and minimize risk of any potential downturn for shareholders as well the health, safety and wellbeing of its employees and customers. However, we currently do not expect a significant impact on our results of operations in the future due to COVID-19. The Company’s strategies are focused on assisting our customers in their digital transformation in this new environment. We believe the new “work from home environment” (workforce of the future), coupled with the continued rise of E-Commerce and security and compliance could help drive our future revenues.

 

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 (see Note 14 to Notes to Condensed Consolidated Financial Statements).

 

The proposed business combination is expected to close in 2023, subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions.

 

 

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

 

Revenues

 

For the three and six months ended June 30, 2023, revenues increased $2,619,198 (24.6%) and $4,723,092 (21.8%) to $13,257,271 and $26,385,009, respectively, as compared to $10,638,073 and $21,661,917, respectively, for the three and six months ended June 30, 2022. This increase is mostly attributed to an increase in professional consulting revenues as well as an increase in software revenue.

 

Software revenues increased $515,939 (18.5%) and $1,227,306 (22.8%) to $3,298,020 and $6,620,349 for the three and six months ended June 30, 2023, respectively, as compared to $2,782,081 and $5,393,043 for the three and six months ended June 30, 2022, respectively, primarily because of an increase in our ERP software sales, especially for Acumatica and Sage Intacct.

 

Service revenue increased $2,103,259 (26.8%) and $3,495,786 (21.5%) to $9,959,251 and $19,764,660 for the three and six months ended June 30, 2023, respectively, as compared to $7,855,992 and $16,268,874 for the three and six months ended June 30, 2022. This increase is mainly attributed to the increase in professional services, especially for our Acumatica, Sage 100, and Sage Intacct products, as well as an increase in revenue in our hosting services. Recruiting in 2021 and 2022 was a difficult challenge, but our efforts to increase our consulting staff with additional resources, as well as system improvements has yielded a positive result in our financial performance. We have also utilized some outside contractors to assist in projects because of our growth.

 

Gross profit

 

Gross profit for the three and six months ended June 30, 2023 increased $1,057,877 (25.6%) and $1,710,570 (19.4%) to $5,185,145 and $10,542,705, respectively, as compared to $4,127,268 and $8,832,135 for the three and six months ended June 30, 2022. For the three months ended June 30, 2023, the overall gross profit percentage was 39.1% as compared to 38.8% for the three months ended June 30, 2022. For the six months ended June 30, 2023, the overall gross profit percentage was 40.0% as compared to 40.8% for the six months ended June 30, 2022.

 

The gross profit attributed to software revenues increased $174,751 (15.9%) and $478,422 (21.9%) to $1,270,559 and $2,660,613, respectively, for the three and six months ended June 30, 2023 as compared to $1,095,808 and $2,182,191 for the three and six months ended June 30, 2022, due mostly to the increased volume of software sold. For the three months ended June 30, 2023, the gross profit percentage on software revenue was 38.5% as compared to 39.4% for the three months ended June 30, 2022. For the six months ended June 30, 2023, the gross profit percentage on software revenue was 40.2% as compared to 40.5% for the six months ended June 30, 2022.

 

The gross profit attributed to services increased $883,126 (29.1%) and $1,232,148 (18.5%) to $3,914,586 and $7,882,092 for the three and six months ended June 30, 2023 as compared to $3,031,460 and $6,649,944 for the three and six months ended June 30, 2022. This increase is attributed to revenue increases in professional services and application hosting. For the three months ended June 30, 2023, the gross profit percentage on service revenue was 39.3% as compared to 38.6% for the three months ended June 30, 2022. For the six months ended June 30, 2023, the gross profit percentage on service revenue was 39.9% as compared to 40.9% for the six months ended June 30, 2022.

 

Operating expenses

 

Selling and marketing expenses increased $288,565 (15.6%) and $691,457 (19.1%) to $2,141,468 and $4,320,171, respectively, for the three and six months ended June 30, 2023 as compared to $1,852,903 and $3,628,714 for the three and six months ended June 30, 2022. This increase is primarily due to increased salary increases, new personnel, higher commissions to employees as a result of the increased revenues as well as increased travel expenses associated with attendance at trade shows and conferences.

 

General and administrative expenses increased $312,639 (15.1%) and $231,690 (4.9%) to $2,383,784 and $4,943,812, respectively, for the three and six months ended June 30, 2023 as compared to $2,071,145 and $4,712,122 for the three and six months ended June 30, 2022. This increase in expenses for the three months ended June 30, 2023 is a result of salary increases and an increase in accrued compensation, offset partially by a decrease in credit card fees. For the six months ended June 30, 2023, general and administrative expenses increased primarily as a result of salary increases and increased accrued compensation, offset partially by a decrease in credit card fees, lower rent and recruitment expenses, as well as lower state excise taxes.

 

Share-based compensation decreased $45,945 (100%) and $50,393 (54.8%) for the three and six months ended June 30, 2023 to $-0- and $41,497, respectively, as compared to $45,945 and $91,890 for the three and six months ended June 30, 2022.

 

Depreciation and amortization expense decreased $32,892 (13.9%) and $86,947 (17.4%) to $203,629 and $411,424 for the three and six months ended June 30, 2023 as compared to $236,521 and $498,371 for the three and six months ended June 30, 2022. This decrease is primarily due to the lower amortization of intangible assets as a result of certain intangible assets being fully amortized.

 

 

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

 

Income (loss) income from operations

 

As a result of the above, for the three and six months ended June 30, 2023, the Company had net income from operations of $456,264 and $825,801, respectively, as compared to losses from operations of $79,246 and $98,962 for the three and six months ended June 30, 2022.

 

Liquidity and Capital Resources

 

While our Company has not been significantly impacted because of the economic uncertainty nor from the impact of COVID-19, the potential negative impact on our business, in the future, is impossible to determine at this point, although it is likely that we could suffer negative consequences as many companies go out of business or decrease their technology spending. As such, we need to rely on our own limited resources to weather any economic downturn. Management will continue to monitor developments, explore various cost-cutting measures, and explore other sources of funding, but there is no guarantee we will be successful in doing so.

 

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

 

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

 

In addition to exploring potential acquisitions, product additions and investments, we continue to add new customers and increase sales to existing customers. Management also explores opportunities to increase its business and profitability by entering into collaboration agreements, buying assets, and acquiring companies in the business software and information technology consulting and other markets with solid revenue streams and established customer bases that generate positive cash flow.

 

At June 30, 2023, future payments of long-term debt are as follows:

 

Remainder of 2023

 

$

361,062

 

2024

 

 

360,091

 

2025

 

 

258,736

 

2026

 

 

52,187

 

Total

 

$

1,032,076

 

 

The Company’s working capital was $3,957,224 at June 30, 2023 as compared to $2,946,349 at December 31, 2022 mostly due to lower accounts payable and deferred revenue.

 

During the six months ended June 30, 2023, the Company had a net decrease in cash of $878,851. The Company’s principal sources and uses of funds were as follows:

 

Cash used in operating activities:

 

Operating activities for the six months ended June 30, 2023 used $323,786 of cash as compared to using $485,308 of cash for the same period in 2022. The decrease in cash used in operating activities is primarily due to the improvement in cash from operations, excluding the non-cash items, such as depreciation, amortization, and share-based compensation, decreases in accounts receivable and prepaid and other current assets offset partially by an increase in deferred charges for expenses related to the impending merger, accounts payable and deferred revenues.

 

Cash used in investing activities:

 

Investing activities for the six months ended June 30, 2023 used cash of $23,860 as compared to using $180,549 cash for the same period in 2022, primarily as a result of lower acquisition costs for new businesses and purchases of property and equipment.

 

 

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

 

Liquidity and Capital Resources (Continued)

 

Cash used in financing activities:

 

Financing activities for the six months ended June 30, 2023 used cash of $531,205 as compared to using cash in the amount of $274,586 for the same period in 2022. The increase in cash used is because of the higher payments of long-term debt associated with prior acquisitions.

 

The Company believes that as a result of the growth in business, and the funds on hand, it has adequate liquidity to fund its operating plans for at least the next twelve months, provided, however, that the Company cannot currently quantify the recent economic uncertainty and its effects on the business in the coming quarters.

 

For the six months ended June 30, 2023, inflation has impacted the Company’s profitability, as it has resulted in increased costs necessary to recruit and retain personnel. As the Company returns back to its pre-Covid marketing and trade show schedules, the higher costs of travel and meals will also have a negative impact on the Company’s profitability.

 

Off Balance Sheet Arrangements

 

During the six months ended June 30, 2023 or for fiscal 2022, we did not engage in any material off-balance sheet activities or have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure and Control Procedures

 

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

 

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

 

(b) Changes in Internal Control over Financial Reporting

 

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

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors

 

COVID-19

 

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. Government imposed travel restrictions on travel between the United States, Europe, and certain other countries. The impact of this pandemic has been, and will likely continue to be, extensive in many aspects of society, which has resulted, and will likely continue to result, in significant disruptions to the global economy as well as businesses and capital markets around the world. Currently, the Company’s operations have not been materially affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19). 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.

 

Russia

 

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.

 

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023.

 

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

 

There were no unregistered sales of the Company’s equity securities during the quarter ended June 30, 2023.

 

Item 3. Defaults upon Senior Securities

 

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

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None

 

 

Item 6. Exhibits

 

2.1

 

Fifth Amendment to Agreement and Plan of Merger among SilverSun Technologies, Inc., Rhodium Enterprises Acquisition Corp., Rhodium Enterprises Acquisition LLC and Rhodium Enterprises, Inc. executed on July 11 2023 (incorporated herein by reference to Exhibit 2.6 on that Form 8-K current report filed with the SEC on July 12, 2023).

31.1

 

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

31.2

 

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

32.1

 

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

32.2

 

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

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase

104

 

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

 

* Filed herewith

 

 

SIGNATURES

 

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

 

 

SILVERSUN TECHNOLOGIES, INC.

 

 

 

 

 

 

 

 

Dated: August 8, 2023

By:

/s/ Mark Meller

 

 

 

Mark Meller

 

 

 

Principal Executive Officer

 

 

 

 

 

 

Dated: August 8, 2023

By:

/s/ Joseph P. Macaluso

 

 

 

Joseph P. Macaluso

 

 

Principal Financial Officer and Principal Accounting Officer

 

 

 

 

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EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Mark Meller, certify that:

 

1.

I have reviewed this Form 10-Q of SilverSun Technologies, Inc.;

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

   

4.

Along with the Principal Accounting Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

     
 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
 

d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     

5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     
 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     
 

b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Dated: August 8, 2023

By:

/s/ Mark Meller

 
   

Mark Meller

 
   

Principal Executive Officer

SilverSun Technologies, Inc.

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Joseph P. Macaluso, certify that:

 

1.

I have reviewed this Form 10-Q of SilverSun Technologies, Inc.;

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

   

4.

Along with the Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

     
 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
 

d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     

5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     
 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     
 

b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Dated: August 8, 2023

By:

/s/ Joseph P. Macaluso

 
   

Joseph P. Macaluso

 
   

Principal Financial Officer and Principal Accounting Officer

SilverSun Technologies, Inc.

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report of SilverSun Technologies, Inc. (the “Company”), on Form 10-Q for the quarter ended June 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Mark Meller, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

Such Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       

Dated: August 8, 2023

By:

/s/ Mark Meller

 
   

Mark Meller

 
   

Principal Executive Officer

SilverSun Technologies, Inc.

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report of SilverSun Technologies, Inc. (the “Company”), on Form 10-Q for the quarter ended June 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Joseph P. Macaluso, Principal Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

Such Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       

Dated: August 8, 2023

By:

/s/ Joseph P. Macaluso

 
   

Joseph P. Macaluso

 
   

Principal Financial Officer and Principal Accounting Officer

SilverSun Technologies, Inc.

 

 

 
v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 07, 2023
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   5,256,177
Amendment Flag false  
Entity Central Index Key 0001236275  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
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 $0.00001 per share  
Security Exchange Name NASDAQ  
Entity Interactive Data Current Yes  
v3.23.2
CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 7,129,782 $ 8,008,633
Accounts receivable, net of allowance of $422,671 and $490,311 as of June 30, 2023 and December 31, 2022, respectively 2,227,541 2,232,960
Unbilled services 501,254 367,165
Deferred charges 2,033,774 1,516,895
Prepaid expenses and other current assets 1,534,037 1,573,615
Total current assets 13,426,388 13,699,268
Property and equipment, net 557,104 711,314
Operating lease right-of-use assets 465,042 328,562
Intangible assets, net 3,941,431 4,265,353
Goodwill 1,139,952 1,139,952
Deferred tax assets 885,719 1,106,065
Deposits and other assets 187,553 187,553
Total assets 20,603,189 21,438,067
Current liabilities:    
Accounts payable 2,820,595 3,272,555
Accrued expenses 2,175,225 2,432,703
Accrued interest 24,129 23,757
Long-term debt – current portion 477,069 680,146
Long-term debt – related party – current portion 103,333 103,333
Finance lease obligations – current portion 202,420 214,990
Operating lease liabilities – current portion 302,739 268,345
Deferred revenue 3,363,654 3,757,090
Total current liabilities 9,469,164 10,752,919
Long-term debt net of current portion 451,674 671,014
Finance lease obligations net of current portion 305,235 401,453
Operating lease liabilities net of current portion 162,303 60,217
Total liabilities 10,388,376 11,885,603
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, value
Common stock, value 53 53
Additional paid-in capital 10,470,498 10,429,001
Accumulated deficit (255,738) (876,590)
Total stockholders’ equity 10,214,813 9,552,464
Total liabilities and stockholders’ equity 20,603,189 21,438,067
Series A Preferred Stock [Member]    
Stockholders’ equity:    
Preferred stock, value $ 0 $ 0
v3.23.2
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Accounts receivable, allowance (in Dollars) $ 422,671 $ 490,311
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 5,256,177 5,256,177
Outstanding 5,256,177 5,256,177
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 2 2
v3.23.2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues:        
Revenues $ 13,257,271 $ 10,638,073 $ 26,385,009 $ 21,661,917
Cost of revenues:        
Cost of revenues 8,072,126 6,510,805 15,842,304 12,829,782
Gross profit 5,185,145 4,127,268 10,542,705 8,832,135
Selling, general and administrative expenses:        
Selling and marketing expenses 2,141,468 1,852,903 4,320,171 3,628,714
General and administrative expenses 2,383,784 2,071,145 4,943,812 4,712,122
Share-based compensation expenses 0 45,945 41,497 91,890
Depreciation and amortization expenses 203,629 236,521 411,424 498,371
Total selling, general and administrative expenses 4,728,881 4,206,514 9,716,904 8,931,097
Income (loss) from operations 456,264 (79,246) 825,801 (98,962)
Other expense:        
Interest expense (17,422) (23,800) (34,677) (42,652)
Total other expense (17,422) (23,800) (34,677) (42,652)
Income (loss) before taxes 438,842 (103,046) 791,124 (141,614)
Provision (benefit) for income taxes 95,481 (15,280) 170,272 (13,192)
Net income (loss) $ 343,361 $ (87,766) $ 620,852 $ (128,422)
Basic (in Dollars per share) $ 0.07 $ (0.02) $ 0.12 $ (0.03)
Diluted (in Dollars per share) $ 0.07 $ (0.02) $ 0.12 $ (0.03)
Weighted average shares:        
Basic (in Shares) 5,256,177 5,136,177 5,256,177 5,136,177
Diluted (in Shares) 5,256,177 5,136,177 5,256,177 5,136,177
Product [Member]        
Revenues:        
Revenues $ 3,298,020 $ 2,782,081 $ 6,620,349 $ 5,393,043
Cost of revenues:        
Cost of revenues 2,027,461 1,686,273 3,959,736 3,210,852
Service Net [Member]        
Revenues:        
Revenues 9,959,251 7,855,992 19,764,660 16,268,874
Cost of revenues:        
Cost of revenues $ 6,044,665 $ 4,824,532 $ 11,882,568 $ 9,618,930
v3.23.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
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   91,890   91,890
Net income (loss)     (128,422) (128,422)
Balance at Jun. 30, 2022 $ 52 10,043,032 (722,793) 9,320,291
Balance (in Shares) at Jun. 30, 2022 5,136,177      
Balance at Mar. 31, 2022 $ 52 9,997,087 (635,027) 9,362,112
Balance (in Shares) at Mar. 31, 2022 5,136,177      
Share-based compensation   45,945   45,945
Net income (loss)     (87,766) (87,766)
Balance at Jun. 30, 2022 $ 52 10,043,032 (722,793) 9,320,291
Balance (in Shares) at Jun. 30, 2022 5,136,177      
Balance at Dec. 31, 2022 $ 53 10,429,001 (876,590) 9,552,464
Balance (in Shares) at Dec. 31, 2022 5,256,177      
Share-based compensation   41,497   41,497
Net income (loss)     620,852 620,852
Balance at Jun. 30, 2023 $ 53 10,470,498 (255,738) 10,214,813
Balance (in Shares) at Jun. 30, 2023 5,256,177      
Balance at Mar. 31, 2023 $ 53 10,470,498 (599,099) 9,871,452
Balance (in Shares) at Mar. 31, 2023 5,256,177      
Net income (loss)     343,361 343,361
Balance at Jun. 30, 2023 $ 53 $ 10,470,498 $ (255,738) $ 10,214,813
Balance (in Shares) at Jun. 30, 2023 5,256,177      
v3.23.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jan. 01, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Cash flows from operating activities:            
Net income (loss)       $ 620,852 $ (128,422)  
Adjustments to reconcile net income (loss) to net cash used in operating activities:            
Deferred income taxes       220,346 (13,192)  
Depreciation and amortization   $ 85,529 $ 96,582 178,070 195,007  
Amortization of intangibles   161,961 186,365 323,922 376,822  
Amortization of right of use assets       188,161 453,009  
Bad debt expense       (67,640) 0  
Share-based compensation     45,945 41,497 91,890  
Changes in assets and liabilities:            
Accounts receivable       73,059 (319,307)  
Unbilled services       (134,089) (60,864)  
Deferred charges       (516,879) 0  
Prepaid expenses and other current assets       39,578 (227,664)  
Deposits and other assets       0 1,942  
Accounts payable       (451,960) (95,350)  
Accrued expenses       (257,478) (303,852)  
Accrued interest       372 (5,405)  
Deferred revenues       (393,436) 3,087  
Operating lease obligations       (188,161) (453,009)  
Net cash used in operating activities       (323,786) (485,308)  
Cash flows from investing activities:            
Purchase of property and equipment       (23,860) (30,549)  
Acquisition of assets $ (500,000)     0 (150,000)  
Net cash used in investing activities       (23,860) (180,549)  
Cash flows from financing activities:            
Payment of long-term debt       (422,417) (161,240)  
Payment of finance lease obligations       (108,788) (113,346)  
Net cash used in financing activities       (531,205) (274,586)  
Net decrease in cash       (878,851) (940,443)  
Cash, beginning of period $ 6,814,117     8,008,633 6,814,117 $ 6,814,117
Cash, end of period   $ 7,129,782 $ 5,873,674 7,129,782 5,873,674 $ 8,008,633
Cash paid during period for:            
Interest       58,248 48,147  
Income taxes       $ 23,479 $ 15,820  
v3.23.2
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

For the six months ended June 30, 2023:

 

On September 29, 2022, the Company entered into an operating lease for equipment with Digital Fortress, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $109,840.

 

On October 12, 2022, the Company entered into an operating lease for equipment and space with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $106,471.

 

On June 2, 2023, the Company entered into an operating lease to extend its lease for its Arizona office with Exeter 17319 DE, LLC. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $108,330 during the period ended June 30, 2023.

 

For the six months ended June 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 11).

 

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.

v3.23.2
DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2023
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”.

 

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. Government imposed travel restrictions on travel between the United States, Europe, and certain other countries. The impact of this pandemic has been, and will likely continue to be, extensive in many aspects of society, which has resulted, and will likely continue to result, in significant disruptions to the global economy as well as businesses and capital markets around the world. Currently, the Company’s operations have not been materially affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19). 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.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
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 June 30, 2023, the results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. These results are not necessarily indicative of the results to be expected for the full year.

 

The unaudited condensed consolidated 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, 2022 consolidated 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 unaudited condensed consolidated 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, 2022, filed with the SEC on February 28, 2023.

 

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 unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

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.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

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

 

The Company maintains an allowance for bad debt estimated by considering a number 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. Accounts are written off against the allowance when deemed uncollectable. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20-30-2, Financial Instruments Credit Losses, requiring a reporting entity to use a pooled approach to estimate expected credit losses for financial assets with similar risk characteristics. If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services. The Company utilizes this individual approach for its trade receivables and unbilled services as each customer does not share similar risks.

 

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 or six months ended June 30, 2023 and 2022.

 

Capitalization of Proprietary Developed Software

 

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

 

Business Combinations

 

We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within 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 six months ended June 30, 2023 and 2022.

 

Revenue Recognition

 

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

 

The Company determines revenue recognition through the following 5 steps:

 

 

Identify the contract with a customer;

 

Identify the performance obligations in the contract;

 

Determine the transaction price;

 

Allocate the transaction price to the performance obligation in the contract; and

 

Recognize revenue when or as the entity satisfies a performance obligation

 

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

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 3,298,021     $ 2,782,081  

Professional consulting

    4,556,214       3,147,702  

Maintenance revenue

    1,235,100       1,194,556  

Ancillary service revenue

    4,167,936       3,513,734  
    $ 13,257,271     $ 10,638,073  

 

   

For the Six Months Ending

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 6,620,349     $ 5,393,043  

Professional consulting

    8,892,845       6,450,506  

Maintenance revenue

    2,618,069       2,542,556  

Ancillary service revenue

    8,253,746       7,275,812  
    $ 26,385,009     $ 21,661,917  

 

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 June 30, 2023, there was $372,520 in deferred maintenance revenues, $512,475 in deferred support service revenues and $2,478,659 in deposits for future consulting services. As of December 31, 2022, there was $460,709 in deferred maintenance, $472,266 in deferred support services, and $2,824,115 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 June 30, 2023 and December 31, 2022, as defined in ASC 852 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying unaudited condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.

 

The carrying amounts reported in the unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. For 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. Deferred charges represent expenses related to the merger (see Note 14) and will be charged against the proceeds when the merger is consummated.

 

Leases

 

The Company accounts for its leases in accordance with ASC 842, Leases. The Company leases office space, space for our data centers 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.

 

Concentrations

 

The Company maintains its cash with various institutions, which exceed federally insured limits throughout the year. At June 30, 2023 and December 31, 2022, the Company had cash on deposit of $6,030,908 and $7,050,862, respectively, in excess of the federally insured limits of $250,000.

 

As of June 30, 2023, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2022, no one customer represented more than 10% of the total accounts receivable and unbilled services.

 

For the six months ended June 30, 2023 and 2022, the Company’s top ten customers accounted for 10% ($2,681,200) and 9% ($1,856,981), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue.

 

For the six months ended June 30, 2023 and 2022 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 June 30, 2023, one supplier represented approximately 22% of total accounts payable. For the year ended December 31, 2022, one supplier represented approximately 28% 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 June 30, 2023, the Company believes it has no significant risk related to its concentration of credit risk related to accounts receivable.

 

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 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 accounts for uncertainties in income taxes under ASC 740-10-50 which 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. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

 

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 2019 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 June 30, 2023 and December 31, 2022.

 

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 Notes 6 and 11.

 

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 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 are 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. This standard was adopted on January 1, 2023 and did not have a significant impact on our consolidated financial position and consolidated results of operations.

 

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.

v3.23.2
NET INCOME (LOSS) PER COMMON SHARE
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]

NOTE 3 NET INCOME (LOSS) PER COMMON SHARE

 

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

 

For the three and six months ended June 30, 2023 and 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 six months ended June 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.

 

   

Three Months

Ended

   

Three Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.07     $ (0.02

)

Diluted net income (loss) per share computation:

               

Net income (loss) per above

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss) per share

  $ 0.07     $ (0.02

)

 

   

Six Months

Ended

   

Six Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.12     $ (0.03

)

Diluted net income (loss):

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss)per share

  $ 0.12     $ (0.03

)

 

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

 

   

Three Months

Ended

June 30, 2023

   

Three Months

Ended

June 30, 2022

 

Stock options

    158,420       165,620  

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

    158,420       165,620  

 

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

 

   

Six Months

Ended

June 30, 2023

   

Six Months

Ended

June 30, 2022

 

Stock options

    158,420       162,020  

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

    158,420       162,020  
v3.23.2
ALLOWANCE FOR EXPECTED CREDIT LOSSES
6 Months Ended
Jun. 30, 2023
Disclosure Text Block Supplement [Abstract]  
Allowance for Credit Losses [Text Block]

NOTE 4 ALLOWANCE FOR EXPECTED CREDIT LOSSES

 

Trade receivables and unbilled services with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following, if appropriate:

 

 

Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their region.

 

The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.

 

If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services. The Company, for the most part, utilizes this individual approach for its trade receivables and unbilled services as each customer does not share similar risks.

 

Roll-forward of Allowance for Doubtful Accounts

 

The following table represents the roll-forward of the allowance for doubtful accounts for the six months ended June 30, 2023 and the year ended December 31, 2022:

 

   

June 30, 2023

   

December 31, 2022

 

Balance at beginning of period

  $ 490,311     $ 330,311  

Current period provision for expected losses

    25,000       170,178  

Write-offs

    (92,640

)

    (10,178

)

Balance at end of period

  $ 422,671     $ 490,311  
v3.23.2
PROPERTY AND EQUIPMENT
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]

NOTE 5 PROPERTY AND EQUIPMENT

 

Property and equipment is summarized as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Leasehold improvements

  $ 165,701     $ 165,701  

Equipment, furniture and fixtures

    3,845,435       3,821,575  
      4,011,136       3,987,276  

Less: Accumulated depreciation and amortization

    (3,454,032

)

    (3,275,962

)

                 

Property and equipment, net

  $ 557,104     $ 711,314  

 

Depreciation and amortization expense related to these assets for the three and six months ended June 30, 2023 were $85,529 and $178,070, respectively, as compared to $96,582 and $195,007 for the three and six months ended June 30, 2022.

 

Property and equipment under finance leases (included in Note 8) are summarized as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Equipment, furniture, and fixtures

  $ 1,256,092     $ 1,256,092  

Less: Accumulated amortization

    (823,898

)

    (716,743

)

                 

Property and equipment, net

  $ 432,194     $ 539,349  
v3.23.2
INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 6 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 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 11).

 

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.

 

The components of intangible assets are as follows:

  

 

June 30, 2023

 

 

December 31, 2022

 

 

Estimated

Useful Lives

 

Proprietary developed software

 

$

390,082

 

 

$

390,082

 

 

5 –7

 

Intellectual property, customer list, and acquired contracts

 

 

7,743,283

 

 

 

7,743,283

 

 

5 –15

 

Total intangible assets

 

 

8,133,365

 

 

 

8,133,365

 

 

 

 

Less: accumulated amortization

 

 

(4,191,934

)

 

 

(3,868,012

)

 

 

 

 

 

$

3,941,431

 

 

$

4,265,353

 

 

 

 

 

Amortization expense related to the above intangible assets for the three and six months ended June 30, 2023 was $161,961 and $323,922, respectively, as compared to $186,365 and $376,822 for the three and six months ended June 30, 2022.

 

The Company expects future amortization expense to be the following:

 

 

 

Amortization

 

Remainder of 2023

 

$

323,922

 

2024

 

 

647,844

 

2025

 

 

644,367

 

2026

 

 

633,165

 

2027

 

 

619,516

 

Thereafter

 

 

1,072,617

 

Total

 

$

3,941,431

 

v3.23.2
LONG-TERM AND RELATED PARTY DEBT
6 Months Ended
Jun. 30, 2023
Line Of Credit And Term Loan Abstract  
Line of Credit and Term Loan [Text Block]

NOTE 7 LONG-TERM AND RELATED PARTY DEBT

 

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 had a term of three (3) years and was 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 June 30, 2023 and December 31, 2022, the outstanding balances on the PT Notes were $103,333 and $103,333, respectively. On July 1, 2023, the Company repaid the outstanding balance of $103,333 and accrued interest.

 

On October 1, 2020, SWK acquired certain assets of Computer Management Services, LLC, (“CMS”) pursuant to an Asset Purchase Agreement for cash of $410, clients’ deposits related to technical support in the amount of $50,115, prepaid time from clients in the amount of $67,073, and the issuance of a promissory note in the aggregate principal amount of $170,000 (the “CMS Note”) for a total of $287,598. The CMS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,869. At June 30, 2023 and December 31, 2022, the outstanding balances on the CMS Note were $19,396 and $48,249, respectively.

 

On December 1, 2020, SWK acquired certain assets of Business Software Solutions (“BSS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $230,000 (the “BSS Note”). The BSS Note is due in 60 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $4,031. At June 30, 2023 and December 31, 2022, the outstanding balances on the BSS Note were $117,872 and $140,748, respectively.

 

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $3,724. At June 30, 2023 and December 31, 2022, the outstanding balances on the CTS Note were $36,896 and $58,741, 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 June 30, 2023 and December 31, 2022, the outstanding balances on the PSI Note were $140,373 and $215,863, 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 was subject to a downward adjustment in the event the Company lost 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 would 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 was 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 would be reduced. The measuring period for any downward adjustment would be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances would 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). There was no downward adjustment necessary as measured on the one-year anniversary of the note, January 1, 2023. The Note was amortized as follows: The first payment of principal and interest due under the Note, which was an annual payment, was due and paid on January 1, 2023. and thereafter, payments will be made quarterly in twelve equal installments. At June 30, 2023 and December 31, 2022, the outstanding balances on the DTSI Note was $574,062 and $835,000, respectively (see Note 11).

 

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 June 30, 2023 and December 31, 2022, the outstanding balance on the NEO3 Note was $40,144 and $52,559, respectively.

 

Total long-term and related party debt balances at June 30, 2023 and December 31, 2022 were $1,032,076 and $1,454,493, respectively, of which $580,402 and $783,479 was classified as current portion at June 30, 2023 and December 31, 2022, respectively.

 

At June 30, 2023, future payments of long-term debt are as follows:

 

Remainder of 2023

 

$

361,062

 

2024

 

 

360,091

 

2025

 

 

258,736

 

2026

 

 

52,187

 

Total

 

$

1,032,076

 

v3.23.2
FINANCE LEASE OBLIGATIONS
6 Months Ended
Jun. 30, 2023
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 June 30, 2023 was 7.24% and the following weighted-average lease term:

 

   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    3.15       3.44  

 

At June 30, 2023 future payments under finance leases are as follows:

 

   

June 30, 2023

 

Remainder of 2023

  $ 122,905  

2024

    176,686  

2025

    115,080  

2026

    115,080  

2027

    47,950  

Total minimum lease payments

    577,701  

Less amounts representing interest

    (70,046

)

Present value of net minimum lease payments

    507,655  

Less current portion

    (202,420

)

Long-term finance lease obligation

  $ 305,235  
v3.23.2
OPERATING LEASE LIABILITY
6 Months Ended
Jun. 30, 2023
Disclosure Text Block [Abstract]  
Lessee, Operating Leases [Text Block]

NOTE 9 OPERATING LEASE LIABILITY

 

The Company leases space in four different locations and also has an equipment lease rental with monthly payments ranging from $3,180 to $10,279 which expire at various dates through September 30, 2026.

 

On September 29, 2022, the Company entered into an operating lease for equipment with Digital Fortress, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $109,840 during the period ended June 30, 2023.

 

On October 12, 2022, the Company entered into an operating lease for equipment and space with Cologix USA, Inc. Accordingly, operating lease right of use assets and operating lease liabilities were recognized in the amount of $106,471 during the period ended June 30, 2023.

 

On June 2, 2023, the Company entered into an operating lease to extend its lease for its Arizona office with Exeter 17319 DE, LLC. Accordingly, operating lease right of use assets and operating lease liabilities were recognized for the extension in the amount of $108,330 during the period ended June 30, 2023.

 

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 were valued using an weighted average interest rate of 4.77%.

 

The Company's weighted average remaining lease term for operating leases as of June 30, 2023 and December 31, 2022 are as follows:

 

   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    1.84       1.19  

 

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2023:

 

Remainder 2023

  $ 188,485  

2024

    197,163  

2025

    72,058  

2026

    30,786  

Total undiscounted future minimum lease payments

    488,492  

Less: Difference between undiscounted lease payments and discounted lease liabilities

    (23,450

)

Total operating lease liabilities

    465,042  

Less current portion

    (302,739

)

Long-term operating lease liabilities

  $ 162,303  

 

Total rent expense under operating leases for the three and six months ended June 30, 2023 was $103,213 and $213,080, respectively, as compared to $123,086 and $258,217 for the three and six months ended June 30, 2022, respectively.

v3.23.2
EQUITY
6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Equity [Text Block]

NOTE 10 EQUITY

 

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 June 30, 2023, 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 six months ended June 30, 2023.

 

A summary of the status of the Company’s stock option plans for the six months ended June 30, 2023 and the year ended December 31, 2022 and changes during the periods are presented below (in number of options):

 

   

Number

of Options

   

Average

Exercise Price

 
                 

Outstanding options at January 1, 2022

    165,620     $ 6.256  

Options granted

    -       -  

Options canceled/forfeited

    (7,200

)

  $ 6.530  
                 

Outstanding options at December 31, 2022

    158,420     $ 6.245  

Options granted

    -       -  

Options canceled/forfeited

    -     $ -  
                 

Outstanding options at June 30, 2023

    158,420     $ 6.245  

 

For the three and six months ended June 30, 2023, the Company recorded share-based compensation expense of $-0- and $41,497, respectively, as compared to $45,945 and $91,890 for the three and six months ended June 30, 2022.

 

As of June 30, 2023 and December 31, 2022, the unamortized compensation expense for stock options was $-0- and $41,497, respectively.

v3.23.2
BUSINESS COMBINATION
6 Months Ended
Jun. 30, 2023
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

NOTE 11 BUSINESS COMBINATIONS

 

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 was subject to a downward adjustment in the event the Company lost 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 would 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 was 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 would 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 would 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). There was no downward adjustment necessary as measured on the one-year anniversary of the note, January 1, 2023. The Note was amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, was due and paid on January 1, 2023, and thereafter, payments will be made quarterly in twelve equal installments. Upon completion of an independent valuation, the allocation of the purchase price was $1,207,000 to customer lists with the excess purchase consideration of $128,000 being allocated to goodwill.

 

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

 

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

 

   

2022

Purchase

DTS

 
         

Cash consideration

  $ 500,000  

Note payable

    835,000  

Total purchase price

  $ 1,335,000  
         

Customer list

  $ 1,207,000  

Goodwill

    128,000  

Total assets acquired

    1,335,000  
         

Deferred revenue

    -  

Net assets acquired

  $ 1,335,000  

 

The Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 include the actual results of DTS, and as such, pro forma results are not required.

v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
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 $5,000,000 as of June 30, 2023, 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 $886,000 and $1,106,000 in deferred tax assets at June 30, 2023 and December 31, 2022, respectively. The decrease in the deferred tax asset is due to provision for income taxes, which will reduce our NOL carryforward and the receipt of state and federal refunds.

 

For the three and six months ended June 30, 2023, the Company’s Federal and State provision requirements were calculated based on the estimated tax rate. For the three and six months ended June 30, 2023, the Company recorded tax provisions of $95,481 and $170,272, respectively, as compared to tax benefits of $15,280 and $13,192 for the three and six months ended June 30, 2022, respectively. These increases in the tax provision are primarily the result of the increase in income before taxes for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022.

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

NOTE 13 RELATED PARTY TRANSACTIONS

 

At June 30, 2023 and December 31, 2022, certain long-term debt is considered a related party liability as a holder of Prairie Tech is current employee of the Company. As of June 30, 2023 and December 31, 2022, the outstanding balances of this debt were $103,333 and $103,333, respectively.

v3.23.2
MERGER
6 Months Ended
Jun. 30, 2023
Disclosure Text Block Supplement [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 14 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 $1.50 per share, which equates to $7,884,266 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 2022. 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 Mergers are subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions.

 

Prior to the Mergers, SilverSun will hold a special meeting of its shareholders as of a pre-Merger record date to be determined (the “Special Meeting”). At the Special Meeting, the SilverSun stockholders will be asked to vote on the proposals set forth in the Form S-4 Registration Statement of SilverSun (the “Form S-4”) filed on October 19, 2022, as amended on January 9, 2023, February 14, 2023, April 4, 2023, April 28, 2023 and July 11, 2023 and as may be further amended in the future. These proposals include, but are not limited to, approval of (i) the Mergers; (ii) the Amended and Restated Certificate of Incorporation (and the matters covered thereby including the Reverse Stock Split); (iii) the Separation and Distribution Agreement; (iv) the SilverSun Technologies, Inc. 2023 Omnibus Incentive Plan; (v) the share issuances related to the Mergers requiring Nasdaq approval; and (vi) the post-Merger board nominees. These proposals are set forth in greater detail in the Form S-4. The Mergers are conditioned upon the approval of the Merger Proposal, subject to terms of the Merger Agreement. If the Merger Proposal is not approved, the other proposals (except the adjournment proposal, as described in the S-4 ) will not be presented to the shareholders for a vote. Similarly, approval of the Merger proposal is subject to the approval of the Amended and Restated Certificate of Incorporation proposal, the Separation and Distribution.

 

On March 13, 2023, SilverSun Technologies, Inc. (the “Company”) entered into the Third Amendment to Merger Agreement (the “Amendment”) with Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”), amending that certain Agreement and Plan of Merger, dated as of September 29, 2022 by and among the parties referenced above (as amended from time to time, the “Merger Agreement”). The Amendment provides that the Merger Agreement may be terminated, and the transactions abandoned, by either the Company or Rhodium at any time before the First Effective Time (as defined in the Merger Agreement), by written notice from one to the other if the closing has not occurred on or before June 30, 2023. No other provisions of the Merger Agreement were modified by the Amendment.

 

On July 11, 2023, SilverSun Technologies, Inc. (the “Company”) entered into the Fifth Amendment to Merger Agreement (the “Amendment”) with Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”), amending that certain Agreement and Plan of Merger, dated as of September 29, 2022 by and among the parties referenced above (as amended from time to time, the “Merger Agreement”). The Amendment provides that the Merger Agreement may be terminated, and the transactions abandoned, by either the Company or Rhodium at any time before the First Effective Time (as defined in the Merger Agreement), by written notice from one to the other if the closing has not occurred on or before September 30, 2023. The Amendment also removes Section 7.06 from the Agreement. This section had provided for the payment of a $5,000,000 termination fee by the Company or Rhodium, as applicable, upon certain enumerated termination events. Following such removal, the Company and Rhodium continue to retain all other legal remedies available to them upon such termination events.

 

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 effective time of the merger , by written notice from one to the other if (i) the Closing has not occurred on or before June 30, 2023 or such later date mutually agreed to by SilverSun and Rhodium (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; (ii) the requisite vote of SilverSun shareholders has not been obtained by reason of the failure to obtain the required vote at the SilverSun Shareholders’ Meeting (or any adjournment or postponement of such meeting) duly convened for such purpose, except that the right to terminate the Merger Agreement for this reason shall not be available to SilverSun where the failure to obtain the requisite vote has been caused by the action or failure to act of any of the SilverSun Entities or such action or failure to act constitutes a material breach by any of the SilverSun Entities of the Merger Agreement; or (iii) any law or order is enacted, issued, promulgated or entered by a governmental authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the transactions, and (in the case of any order) such order has become final and non-appealable.

 

The Merger Agreement may be terminated, and the transactions abandoned, by SilverSun at any time before the First Effective Time, if (i) Rhodium breaches any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach (a) would give rise to the failure to satisfy the general closing conditions or the closing conditions to the obligations of SilverSun at the Closing and (b) such breach cannot be cured by the Termination Date, or, if curable, has not been cured by Rhodium within the earlier of (A) 30 days after Rhodium’s receipt of written notice of such breach from SilverSun and (B) three business days prior to the Termination Date, subject to certain conditions; or (ii) all of the general closing conditions and the closing conditions to the obligations of Rhodium at the Closing have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of the Merger Agreement by Rhodium or any of its affiliates and conditions that, by their nature, are to be satisfied at Closing and which are, at the time of termination, capable of being satisfied) and Rhodium has failed to fulfill its obligations and agreements contained in the Merger Agreement to consummate the Closing within three business days following written notice of such satisfaction from SilverSun and SilverSun is ready, willing and able to consummate the Closing.

 

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 that, if such termination results from (a) fraud or (b) the willful and material (i) failure of any party to perform its covenants, obligations or agreements contained in the Merger Agreement or (ii) breach by any party of its representations or warranties contained in the Merger Agreement, then such party shall be liable for any damages incurred or suffered by the other parties as a result of such failure or breach.

 

SilverSun Technologies Holdings, Inc. filed its Form 10 with the SEC on December 23, 2022. The Form 10 was withdrawn on February 21, 2023 because the financial statements contained therein were stale. SilverSun Technologies Holdings, Inc. refiled the Form 10 on March 3, 2023. On May 1, 2023, the Form 10 was withdrawn as the contemplated merger has not yet occurred.

 

On April 4, 2023, the Company filed Amendment 3 to its Form S-4 Registration Statement with the SEC.

 

On April 28, 2023 the Company filed Amendment 4 to its Form S-4 Registration Statement with the SEC.

 

Set forth below is the description of each class of securities of SilverSun Technologies, Inc. (the “Company”) outstanding as of December 31, 2022. The following description summarizes the most important terms of these securities. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation and our Bylaws, copies of which have been previously filed with the Securities and Exchange Commission and are incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2022. You should refer to our Articles of Incorporation, Bylaws and the applicable provisions of the Delaware General Corporation Law for a complete description.

 

Common stock, par value $0.00001 per share (the “Common Stock”) is the only class of our securities currently registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SSNT.”

v3.23.2
SUBSEQUENT
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

NOTE 15 SUBSEQUENT EVENT

 

On August 4, 2023, the Board of Directors approved the payment of a $0.20 special cash dividend per share of Common Stock to shareholders of record August 18, 2023. The dividend will be paid on August 25, 2023.

v3.23.2
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2023
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 June 30, 2023, the results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. These results are not necessarily indicative of the results to be expected for the full year.

The unaudited condensed consolidated 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, 2022 consolidated 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 unaudited condensed consolidated 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, 2022, filed with the SEC on February 28, 2023.

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 unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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.

Receivable [Policy Text Block]

Accounts Receivable and Allowance for Doubtful Accounts

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

The Company maintains an allowance for bad debt estimated by considering a number 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. Accounts are written off against the allowance when deemed uncollectable. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20-30-2, Financial Instruments Credit Losses, requiring a reporting entity to use a pooled approach to estimate expected credit losses for financial assets with similar risk characteristics. If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services. The Company utilizes this individual approach for its trade receivables and unbilled services as each customer does not share similar risks.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

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

Business Combinations 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 six months ended June 30, 2023 and 2022.

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

The Company determines revenue recognition through the following 5 steps:

 

Identify the contract with a customer;

 

Identify the performance obligations in the contract;

 

Determine the transaction price;

 

Allocate the transaction price to the performance obligation in the contract; and

 

Recognize revenue when or as the entity satisfies a performance obligation

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

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 3,298,021     $ 2,782,081  

Professional consulting

    4,556,214       3,147,702  

Maintenance revenue

    1,235,100       1,194,556  

Ancillary service revenue

    4,167,936       3,513,734  
    $ 13,257,271     $ 10,638,073  
   

For the Six Months Ending

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 6,620,349     $ 5,393,043  

Professional consulting

    8,892,845       6,450,506  

Maintenance revenue

    2,618,069       2,542,556  

Ancillary service revenue

    8,253,746       7,275,812  
    $ 26,385,009     $ 21,661,917  

 

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 June 30, 2023, there was $372,520 in deferred maintenance revenues, $512,475 in deferred support service revenues and $2,478,659 in deposits for future consulting services. As of December 31, 2022, there was $460,709 in deferred maintenance, $472,266 in deferred support services, and $2,824,115 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 June 30, 2023 and December 31, 2022, as defined in ASC 852 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying unaudited condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.

The carrying amounts reported in the unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 for cash, accounts receivable, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. For 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, 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. Deferred charges represent expenses related to the merger (see Note 14) and will be charged against the proceeds when the merger is consummated.

 

Lessee, Leases [Policy Text Block]

Leases

The Company accounts for its leases in accordance with ASC 842, Leases. The Company leases office space, space for our data centers 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.

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 June 30, 2023 and December 31, 2022, the Company had cash on deposit of $6,030,908 and $7,050,862, respectively, in excess of the federally insured limits of $250,000.

As of June 30, 2023, no one customer represented more than 10% of the total accounts receivable and unbilled services. As of December 31, 2022, no one customer represented more than 10% of the total accounts receivable and unbilled services.

For the six months ended June 30, 2023 and 2022, the Company’s top ten customers accounted for 10% ($2,681,200) and 9% ($1,856,981), respectively, of total revenues. The Company does not rely on any one specific customer for any significant portion of its revenue.

For the six months ended June 30, 2023 and 2022 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 June 30, 2023, one supplier represented approximately 22% of total accounts payable. For the year ended December 31, 2022, one supplier represented approximately 28% 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 June 30, 2023, the Company believes it has no significant risk related to its concentration of credit risk related to accounts receivable.

 

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 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 accounts for uncertainties in income taxes under ASC 740-10-50 which 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. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

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 2019 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 June 30, 2023 and December 31, 2022.

 

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 Notes 6 and 11.

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 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 are 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. This standard was adopted on January 1, 2023 and did not have a significant impact on our consolidated financial position and consolidated results of operations.

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.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Disaggregation of Revenue [Table Text Block]
   

For the Three Months Ending

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 3,298,021     $ 2,782,081  

Professional consulting

    4,556,214       3,147,702  

Maintenance revenue

    1,235,100       1,194,556  

Ancillary service revenue

    4,167,936       3,513,734  
    $ 13,257,271     $ 10,638,073  
   

For the Six Months Ending

June 30,

 
   

2023

   

2022

 

Software revenue

  $ 6,620,349     $ 5,393,043  

Professional consulting

    8,892,845       6,450,506  

Maintenance revenue

    2,618,069       2,542,556  

Ancillary service revenue

    8,253,746       7,275,812  
    $ 26,385,009     $ 21,661,917  

 

v3.23.2
NET INCOME (LOSS) PER COMMON SHARE (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] For the three and six months ended June 30, 2023 and 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 six months ended June 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.
   

Three Months

Ended

   

Three Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.07     $ (0.02

)

Diluted net income (loss) per share computation:

               

Net income (loss) per above

  $ 343,361     $ (87,766

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss) per share

  $ 0.07     $ (0.02

)

   

Six Months

Ended

   

Six Months

Ended

 
   

June 30, 2023

   

June 30, 2022

 

Basic net income (loss) per share computation:

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Basic net income (loss) per share

  $ 0.12     $ (0.03

)

Diluted net income (loss):

               

Net income (loss)

  $ 620,852     $ (128,422

)

Weighted-average common shares outstanding

    5,256,177       5,136,177  

Total adjusted weighted-average shares

    5,256,177       5,136,177  

Diluted net income (loss)per share

  $ 0.12     $ (0.03

)

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 income (loss) per share.
   

Three Months

Ended

June 30, 2023

   

Three Months

Ended

June 30, 2022

 

Stock options

    158,420       165,620  

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

    158,420       165,620  
   

Six Months

Ended

June 30, 2023

   

Six Months

Ended

June 30, 2022

 

Stock options

    158,420       162,020  

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

    158,420       162,020  
v3.23.2
ALLOWANCE FOR EXPECTED CREDIT LOSSES (Tables)
6 Months Ended
Jun. 30, 2023
Disclosure Text Block Supplement [Abstract]  
Accounts Receivable, Allowance for Credit Loss [Table Text Block] The following table represents the roll-forward of the allowance for doubtful accounts for the six months ended June 30, 2023 and the year ended December 31, 2022:
   

June 30, 2023

   

December 31, 2022

 

Balance at beginning of period

  $ 490,311     $ 330,311  

Current period provision for expected losses

    25,000       170,178  

Write-offs

    (92,640

)

    (10,178

)

Balance at end of period

  $ 422,671     $ 490,311  
v3.23.2
PROPERTY AND EQUIPMENT (Tables)
6 Months Ended
Jun. 30, 2023
PROPERTY AND EQUIPMENT (Tables) [Line Items]  
Property, Plant and Equipment [Table Text Block] Property and equipment is summarized as follows:
   

June 30, 2023

   

December 31, 2022

 

Leasehold improvements

  $ 165,701     $ 165,701  

Equipment, furniture and fixtures

    3,845,435       3,821,575  
      4,011,136       3,987,276  

Less: Accumulated depreciation and amortization

    (3,454,032

)

    (3,275,962

)

                 

Property and equipment, net

  $ 557,104     $ 711,314  
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 8) are summarized as follows:
   

June 30, 2023

   

December 31, 2022

 

Equipment, furniture, and fixtures

  $ 1,256,092     $ 1,256,092  

Less: Accumulated amortization

    (823,898

)

    (716,743

)

                 

Property and equipment, net

  $ 432,194     $ 539,349  
v3.23.2
INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets [Table Text Block] The components of intangible assets are as follows:

  

 

June 30, 2023

 

 

December 31, 2022

 

 

Estimated

Useful Lives

 

Proprietary developed software

 

$

390,082

 

 

$

390,082

 

 

5 –7

 

Intellectual property, customer list, and acquired contracts

 

 

7,743,283

 

 

 

7,743,283

 

 

5 –15

 

Total intangible assets

 

 

8,133,365

 

 

 

8,133,365

 

 

 

 

Less: accumulated amortization

 

 

(4,191,934

)

 

 

(3,868,012

)

 

 

 

 

 

$

3,941,431

 

 

$

4,265,353

 

 

 

 

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 2023

 

$

323,922

 

2024

 

 

647,844

 

2025

 

 

644,367

 

2026

 

 

633,165

 

2027

 

 

619,516

 

Thereafter

 

 

1,072,617

 

Total

 

$

3,941,431

 

v3.23.2
LONG-TERM AND RELATED PARTY DEBT (Tables)
6 Months Ended
Jun. 30, 2023
Line Of Credit And Term Loan Abstract  
Schedule of Maturities of Long-Term Debt [Table Text Block] At June 30, 2023, future payments of long-term debt are as follows:

Remainder of 2023

 

$

361,062

 

2024

 

 

360,091

 

2025

 

 

258,736

 

2026

 

 

52,187

 

Total

 

$

1,032,076

 

v3.23.2
FINANCE LEASE OBLIGATIONS (Tables)
6 Months Ended
Jun. 30, 2023
FINANCE LEASE OBLIGATIONS (Tables) [Line Items]  
Finance Lease, Liability, to be Paid, Maturity [Table Text Block] At June 30, 2023 future payments under finance leases are as follows:
   

June 30, 2023

 

Remainder of 2023

  $ 122,905  

2024

    176,686  

2025

    115,080  

2026

    115,080  

2027

    47,950  

Total minimum lease payments

    577,701  

Less amounts representing interest

    (70,046

)

Present value of net minimum lease payments

    507,655  

Less current portion

    (202,420

)

Long-term finance lease obligation

  $ 305,235  
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 June 30, 2023 was 7.24% and the following weighted-average lease term:
   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    3.15       3.44  
v3.23.2
OPERATING LEASE LIABILITY (Tables)
6 Months Ended
Jun. 30, 2023
OPERATING LEASE LIABILITY (Tables) [Line Items]  
Lessee, Operating Lease, Liability, to be Paid, 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 June 30, 2023:

Remainder 2023

  $ 188,485  

2024

    197,163  

2025

    72,058  

2026

    30,786  

Total undiscounted future minimum lease payments

    488,492  

Less: Difference between undiscounted lease payments and discounted lease liabilities

    (23,450

)

Total operating lease liabilities

    465,042  

Less current portion

    (302,739

)

Long-term operating lease liabilities

  $ 162,303  
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 June 30, 2023 and December 31, 2022 are as follows:
   

June 30, 2023

   

December 31, 2022

 

Weighted average remaining lease term

    1.84       1.19  

 

v3.23.2
EQUITY (Tables)
6 Months Ended
Jun. 30, 2023
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 six months ended June 30, 2023 and the year ended December 31, 2022 and changes during the periods are presented below (in number of options):
   

Number

of Options

   

Average

Exercise Price

 
                 

Outstanding options at January 1, 2022

    165,620     $ 6.256  

Options granted

    -       -  

Options canceled/forfeited

    (7,200

)

  $ 6.530  
                 

Outstanding options at December 31, 2022

    158,420     $ 6.245  

Options granted

    -       -  

Options canceled/forfeited

    -     $ -  
                 

Outstanding options at June 30, 2023

    158,420     $ 6.245  
v3.23.2
BUSINESS COMBINATION (Tables)
6 Months Ended
Jun. 30, 2023
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block] The following summarizes the purchase price allocation for all prior year and current year’s acquisitions:
   

2022

Purchase

DTS

 
         

Cash consideration

  $ 500,000  

Note payable

    835,000  

Total purchase price

  $ 1,335,000  
         

Customer list

  $ 1,207,000  

Goodwill

    128,000  

Total assets acquired

    1,335,000  
         

Deferred revenue

    -  

Net assets acquired

  $ 1,335,000  
v3.23.2
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) - USD ($)
6 Months Ended
Apr. 15, 2022
Jan. 22, 2022
Jan. 19, 2022
Jan. 01, 2022
May 01, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 02, 2023
Mar. 31, 2023
Dec. 31, 2022
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items]                    
Operating Lease, Right-of-Use Asset           $ 465,042   $ 108,330   $ 328,562
Payments to Acquire Businesses, Gross       $ 500,000   $ 0 $ 150,000      
Debt Instrument, Face Amount       $ 835,000            
Debt Instrument, Interest Rate, Stated Percentage       3.25%            
Liabilities Assumed   $ 73,672                
Lease Obligation Incurred $ 494,383                  
Digital Fortress, Inc. [Member]                    
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items]                    
Operating Lease, Right-of-Use Asset                 $ 109,840  
Cologix USA Inc [Member]                    
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Details) [Line Items]                    
Operating Lease, Right-of-Use Asset                 $ 106,471  
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     2.00%              
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   2.00%     2.00%          
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Cash, Uninsured Amount $ 6,030,908   $ 6,030,908   $ 7,050,862
Cash, FDIC Insured Amount         250,000
Revenues $ 13,257,271 $ 10,638,073 $ 26,385,009 $ 21,661,917  
Minimum [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Property, Plant and Equipment, Useful Life 3 years   3 years    
Maximum [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Property, Plant and Equipment, Useful Life 7 years   7 years    
Deferred Maintenance [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Deferred Revenue $ 372,520   $ 372,520   460,709
Deferred Support Services [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Deferred Revenue 512,475   512,475   472,266
Deposits for Future Services [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Deferred Revenue $ 2,478,659   $ 2,478,659   $ 2,824,115
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     10.00% 9.00%  
Revenues     $ 2,681,200 $ 1,856,981  
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     14.00% 14.00%  
One Supplier [Member] | Concentration Risk, Accounts Payable [Member] | Supplier Concentration Risk [Member]          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]          
Concentration Risk, Percentage     22.00%   28.00%
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenue $ 13,257,271 $ 10,638,073 $ 26,385,009 $ 21,661,917
Software [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 3,298,021 2,782,081 6,620,349 5,393,043
Consulting Service Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 4,556,214 3,147,702 8,892,845 6,450,506
Maintenance [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 1,235,100 1,194,556 2,618,069 2,542,556
Ancillary Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ 4,167,936 $ 3,513,734 $ 8,253,746 $ 7,275,812
v3.23.2
NET INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Basic net income (loss) per share computation:        
Net income (loss) (in Dollars) $ 343,361 $ (87,766) $ 620,852 $ (128,422)
Weighted-average common shares outstanding 5,256,177 5,136,177 5,256,177 5,136,177
Basic net income (loss) per share (in Dollars per share) $ 0.07 $ (0.02) $ 0.12 $ (0.03)
Diluted net income (loss) per share computation:        
Net income (loss) per above (in Dollars) $ 343,361 $ (87,766) $ 620,852 $ (128,422)
Weighted-average common shares outstanding 5,256,177 5,136,177 5,256,177 5,136,177
Total adjusted weighted-average shares 5,256,177 5,136,177 5,256,177 5,136,177
Diluted net income (loss) per share (in Dollars per share) $ 0.07 $ (0.02) $ 0.12 $ (0.03)
v3.23.2
NET INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 158,420 165,620 158,420 162,020
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 158,420 165,620 158,420 162,020
v3.23.2
ALLOWANCE FOR EXPECTED CREDIT LOSSES (Details) - Accounts Receivable, Allowance for Credit Loss - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accounts Receivable Allowance For Credit Loss Abstract    
Balance $ 490,311 $ 330,311
Current period provision for expected losses 25,000 170,178
Write-offs (92,640) (10,178)
Balance $ 422,671 $ 490,311
v3.23.2
PROPERTY AND EQUIPMENT (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation, Depletion and Amortization $ 85,529 $ 96,582 $ 178,070 $ 195,007
v3.23.2
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and Equipment $ 4,011,136 $ 3,987,276
Less: Accumulated depreciation (3,454,032) (3,275,962)
Property and equipment, net 557,104 711,314
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 $ 3,845,435 $ 3,821,575
v3.23.2
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - Assets Held under Capital Leases [Member] - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Equipment, furniture, and fixtures $ 1,256,092 $ 1,256,092
Less: Accumulated amortization (823,898) (716,743)
Property and equipment, net $ 432,194 $ 539,349
v3.23.2
INTANGIBLE ASSETS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jan. 19, 2022
Jan. 01, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
INTANGIBLE ASSETS (Details) [Line Items]            
Asset Acquisition, Consideration Transferred   $ 1,335,000        
Payments to Acquire Businesses, Gross   500,000     $ 0 $ 150,000
Debt Instrument, Face Amount   $ 835,000        
Debt Instrument, Interest Rate, Stated Percentage   3.25%        
Amortization of Intangible Assets     $ 161,961 $ 186,365 $ 323,922 $ 376,822
NEO3, LLC ("NEO3") [Member]            
INTANGIBLE ASSETS (Details) [Line Items]            
Payments to Acquire Businesses, Gross $ 150,000          
Debt Instrument, Face Amount $ 75,000          
Debt Instrument, Interest Rate, Stated Percentage 2.00%          
Debt Instrument, Term 36 months          
Debt Instrument, Periodic Payment $ 2,148          
Finite-Lived Intangible Asset, Useful Life 7 years          
v3.23.2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Intangible asset, gross $ 8,133,365 $ 8,133,365
Less: accumulated amortization (4,191,934) (3,868,012)
Intangible asset, net 3,941,431 4,265,353
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 $ 7,743,283 $ 7,743,283
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  
v3.23.2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract    
Remainder of 2023 $ 323,922  
2024 647,844  
2025 644,367  
2026 633,165  
2027 619,516  
Thereafter 1,072,617  
Total $ 3,941,431 $ 4,265,353
v3.23.2
LONG-TERM AND RELATED PARTY DEBT (Details)
6 Months Ended 12 Months Ended
Jul. 01, 2023
USD ($)
Aug. 04, 2022
USD ($)
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 ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross         $ 500,000             $ 0 $ 150,000  
Debt Instrument, Face Amount         $ 835,000                  
Debt Instrument, Interest Rate, Stated Percentage         3.25%                  
Long-Term Debt                       1,032,076    
Notes Payable, Noncurrent                       1,032,076   $ 1,454,493
Debt, Current                       580,402   783,479
Business Software Solutions ("BSS") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross                 $ 230,000          
Debt Instrument, Interest Rate, Stated Percentage                 2.00%          
Debt Instrument, Term                 60 months          
Long-Term Debt                       117,872   140,748
Debt Instrument, Periodic Payment                 $ 4,031          
CT-Solution ("CTS") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross               $ 130,000            
Debt Instrument, Interest Rate, Stated Percentage               2.00%            
Debt Instrument, Term               36 months            
Debt Instrument, Periodic Payment               $ 3,724            
Prairie Technology Solutions Group, LLC ("PT") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross                     $ 185,000     500,000
Number of Notes                     3      
Debt Instrument, Face Amount                     $ 103,333      
Debt Instrument, Interest Rate, Stated Percentage                     4.00%      
Repayments of Convertible Debt $ 103,333 $ 111,924       $ 107,543                
Long-Term Debt                       103,333   103,333
Business Combination, Consideration Transferred                           1,335,000
Prairie Technology Solutions Group, LLC ("PT") [Member] | Prairie Tech Note 1 [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Debt Instrument, Term                     1 year      
Prairie Technology Solutions Group, LLC ("PT") [Member] | Prairie Tech Note 2 [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Debt Instrument, Term                     2 years      
Prairie Technology Solutions Group, LLC ("PT") [Member] | Prairie Tech Note 3 [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Debt Instrument, Term                     3 years      
Computer Management Services, LLC ("CMS") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross                   $ 410        
Debt Instrument, Face Amount                   $ 170,000        
Debt Instrument, Interest Rate, Stated Percentage                   2.00%        
Debt Instrument, Term                   36 months        
Long-Term Debt                       36,896   58,741
Customer Deposits, Current                   $ 50,115        
Prepaid Expense, Current                   67,073        
Business Combination, Consideration Transferred                   287,598        
Debt Instrument, Periodic Payment                   $ 4,869        
ProductiveTech, Inc. (PTI) [Member] | Notes Payable, Other Payables [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Long-Term Debt                       19,396   48,249
PeopleSense, Inc. ("PSI") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (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     2.00%       2.00%              
Debt Instrument, Term             36 months              
Long-Term Debt                       140,373   215,863
Debt Instrument, Periodic Payment             $ 12,889              
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                  
Debt Instrument, Face Amount         $ 835,000                  
Debt Instrument, Interest Rate, Stated Percentage         3.25%                  
Long-Term Debt                       574,062   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 was 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 would be reduced. The measuring period for any downward adjustment would be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances would 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).                  
NEO3, LLC ("NEO3") [Member]                            
LONG-TERM AND RELATED PARTY DEBT (Details) [Line Items]                            
Payments to Acquire Businesses, Gross       $ 150,000                    
Debt Instrument, Face Amount       $ 75,000                    
Debt Instrument, Interest Rate, Stated Percentage       2.00%                    
Debt Instrument, Term       36 months                    
Long-Term Debt                       $ 40,144   $ 52,559
Business Combination, Consideration Transferred     $ 225,000                      
Debt Instrument, Periodic Payment       $ 2,148                    
v3.23.2
LONG-TERM AND RELATED PARTY DEBT (Details) - Schedule of Maturities of Long-term Debt
Jun. 30, 2023
USD ($)
Schedule Of Maturities Of Long Term Debt Abstract  
Remainder of 2023 $ 361,062
2024 360,091
2025 258,736
2026 52,187
Total $ 1,032,076
v3.23.2
FINANCE LEASE OBLIGATIONS (Details)
Jun. 30, 2023
Disclosure Text Block [Abstract]  
Finance Lease, Weighted Average Discount Rate, Percent 7.24%
v3.23.2
FINANCE LEASE OBLIGATIONS (Details) - Lease, Cost
Jun. 30, 2023
Dec. 31, 2022
Lease, Cost [Abstract]    
Weighted average remaining lease terms 3 years 1 month 24 days 3 years 5 months 8 days
v3.23.2
FINANCE LEASE OBLIGATIONS (Details) - Finance Lease, Liability, Fiscal Year Maturity - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finance Lease Liability Fiscal Year Maturity Abstract    
Remainder of 2023 $ 122,905  
2024 176,686  
2025 115,080  
2026 115,080  
2027 47,950  
Total minimum lease payments 577,701  
Less amounts representing interest (70,046)  
Present value of net minimum lease payments 507,655  
Less current portion (202,420) $ (214,990)
Long-term finance lease obligation $ 305,235 $ 401,453
v3.23.2
OPERATING LEASE LIABILITY (Details)
3 Months Ended 6 Months Ended
Jun. 02, 2023
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
OPERATING LEASE LIABILITY (Details) [Line Items]          
Number of Locations of Office Space Leases       4  
Operating Lease, Expense   $ 103,213 $ 123,086 $ 213,080 $ 258,217
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 108,330        
Operating Lease, Weighted Average Discount Rate, Percent   4.77%   4.77%  
Minimum [Member]          
OPERATING LEASE LIABILITY (Details) [Line Items]          
Operating Lease, Expense       $ 3,180  
Maximum [Member]          
OPERATING LEASE LIABILITY (Details) [Line Items]          
Operating Lease, Expense       10,279  
Digital Fortress, Inc. [Member]          
OPERATING LEASE LIABILITY (Details) [Line Items]          
Increase (Decrease) in Operating Lease Liability       109,840  
Cologix USA Inc [Member]          
OPERATING LEASE LIABILITY (Details) [Line Items]          
Increase (Decrease) in Operating Lease Liability       $ 106,471  
v3.23.2
OPERATING LEASE LIABILITY (Details) - Lease, Cost
Jun. 30, 2023
Dec. 31, 2022
Lease, Cost [Abstract]    
Weighted average remaining lease term 1 year 10 months 2 days 1 year 2 months 8 days
v3.23.2
OPERATING LEASE LIABILITY (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Lessee Operating Lease Liability Maturity Abstract    
Remainder 2023 $ 188,485  
2024 197,163  
2025 72,058  
2026 30,786  
Total undiscounted future minimum lease payments 488,492  
Less: Difference between undiscounted lease payments and discounted lease liabilities (23,450)  
Total operating lease liabilities 465,042  
Less current portion (302,739) $ (268,345)
Long-term operating lease liabilities $ 162,303 $ 60,217
v3.23.2
EQUITY (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Nov. 05, 2021
Oct. 10, 2019
Stockholders' Equity Note [Abstract]            
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in Shares)         5,000,000 2,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in Shares)   0   0    
Share-Based Payment Arrangement, Expense $ 45,945 $ 41,497 $ 91,890      
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount       $ 41,497    
v3.23.2
EQUITY (Details) - Share-Based Payment Arrangement, Option, Activity - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Share Based Payment Arrangement Option Activity Abstract    
Outstanding, Number of Options 158,420 165,620
Outstanding, Average Exercise Price $ 6.245 $ 6.256
Options granted, Number of Options 0 0
Options granted, Average Exercise Price $ 0 $ 0
Options canceled/forfeited, Number of Options 0 (7,200)
Options canceled/forfeited, Average Exercise Price $ 0 $ 6.53
Outstanding, Number of Options 158,420 158,420
Outstanding, Average Exercise Price $ 6.245 $ 6.245
v3.23.2
BUSINESS COMBINATION (Details) - Dynamic Tech Services, Inc (DTS”) [Member]
Jan. 01, 2022
USD ($)
BUSINESS COMBINATION (Details) [Line Items]  
Business Combination, Consideration Transferred $ 1,335,000
Payments to Acquire Businesses, Gross 500,000
Debt Instrument, Face Amount $ 835,000
Debt Instrument, Interest Rate, Stated Percentage 3.25%
Goodwill $ 128,000
Customer Lists [Member]  
BUSINESS COMBINATION (Details) [Line Items]  
Business Combination, Consideration Transferred $ 1,207,000
v3.23.2
BUSINESS COMBINATION (Details) - Schedule of Business Acquisitions, by Acquisition - Prairie Technology Solutions Group, LLC ("PT") [Member] - USD ($)
12 Months Ended
Jul. 31, 2020
Dec. 31, 2022
Business Acquisition [Line Items]    
Cash consideration $ 185,000 $ 500,000
Note payable   835,000
Total purchase price   1,335,000
Customer List   1,207,000
Goodwill   128,000
Total assets acquired   1,335,000
Deferred revenue   0
Net assets acquired   $ 1,335,000
v3.23.2
INCOME TAXES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Income Tax Disclosure [Abstract]          
Operating Loss Carryforwards $ 5,000,000   $ 5,000,000    
Deferred Tax Assets, Net of Valuation Allowance 886,000   886,000   $ 1,106,000
Income Tax Expense (Benefit) $ 95,481 $ (15,280) $ 170,272 $ (13,192)  
v3.23.2
RELATED PARTY TRANSACTIONS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transactions [Abstract]    
Notes Payable $ 103,333 $ 103,333
v3.23.2
MERGER (Details) - USD ($)
Jul. 11, 2023
Sep. 29, 2022
Jun. 30, 2023
Dec. 31, 2022
MERGER (Details) [Line Items]        
Termination Fee $ 5,000,000      
Common Stock, Par or Stated Value Per Share (in Dollars per share)     $ 0.00001 $ 0.00001
Merger Agreement [Member]        
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 $1.50 per share, which equates to $7,884,266 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 2022. 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 Agreement [Member]        
MERGER (Details) [Line Items]        
Equity Method Investment, Ownership Percentage   3.20%    
v3.23.2
SUBSEQUENT (Details) - Subsequent Event [Member]
Aug. 04, 2023
$ / shares
SUBSEQUENT (Details) [Line Items]  
Dividends Payable, Date Declared Aug. 04, 2023
Common Stock, Dividends, Per Share, Declared $ 0.2
Dividends Payable, Date to be Paid Aug. 25, 2023
Dividends Payable, Date of Record Aug. 18, 2023

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