UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q  
 

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

For the quarterly period ended: June 30, 2013

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: 000-50302

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.)

5 Regent Street
Livingston, NJ 07039
(Address of principal executive offices)

(973) 758-6108
(Registrant’s telephone number, including area code)
 
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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files.  Yes x    No  o
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
¨
 
Accelerated filer
¨
         
Non-accelerated filer
¨
 
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨    No x
 
As of August 12, 2013, there were 117,188,817 shares outstanding of the registrant’s common stock.  
 
 
 

  
SILVERSUN TECHNOLOGIES, INC.
 
TABLE OF CONTENTS
 
   
Page No.
PART I.    FINANCIAL INFORMATION
 
     
Item 1.
3
 
3
 
4
 
5
 
7
     
Item 2.
11
Item 3.
15
Item 4.
15
     
PART II.   OTHER INFORMATION
 
     
Item 1.
16
Item 1A.
16
Item 2.
16
Item 3.
16
Item 4.
16
Item 5.
16
Item 6.
16
 
 
 

 
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
SILVER SUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 
ASSETS
 
June 30, 
2013
   
December 31,
2012
 
             
Current assets:
           
Cash and cash equivalents
 
$
57,573
   
$
4,483
 
Accounts receivable, net of allowance of $80,000
   
1,238,469
     
1,509,532
 
Prepaid expenses and other current assets
   
200,297
     
131,520
 
Total current assets
   
1,496,339
     
1,645,535
 
               
Property and equipment, net
   
276,421
     
250,233
 
Intangible assets, net
   
786,684
     
884,513
 
Deposits and other assets
   
23,064
     
21,996
 
                 
Total assets
 
$
2,582,508
   
$
2,802,277
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current liabilities:
               
Bank line of credit
 
$
-
   
$
178,633
 
Accounts payable and accrued expenses
   
1,372,101
     
1,959,124
 
Accrued interest
   
12,843
     
12,422
 
Capital lease obligations
   
108,234
     
88,829
 
Deferred revenue
   
1,668,810
     
1,357,800
 
Notes payable to related party
   
20,000
     
20,000
 
Total current liabilities
   
3,181,988
     
3,616,808
 
                 
Commitments and contingencies
   
-
     
-
 
                 
Stockholders’ deficit:
               
   Preferred stock, $1.00 par value; authorized 1,000,000 shares;
         No shares issued and outstanding
   
-
     
-
 
   Series A Convertible Preferred Stock, $1.00 par value;  
         no shares issued and outstanding
   
-
     
-
 
    Series B Preferred Stock, .001 par value; authorized 1 share;
         1 share issued and outstanding
   
1
     
1
 
   Common stock:
               
         Class A – par value $.00001; authorized 750,000,000 shares;
              117,161,459  and 116,950,933 shares issued and outstanding,  respectively
   
1,172
     
1,170
 
          Class B – par value $.00001: authorized 50,000,000 shares; no shares issued and outstanding
   
-
     
-
 
   Additional paid-in capital
   
10,753,558
     
10,716,224
 
   Accumulated deficit
   
(11,354,211
)
   
(11,531,926
)
Total stockholders’ deficit
   
(599,480
)
   
(814,531
)
                 
Total liabilities and stockholders’ deficit
 
$
2,582,508
   
$
2,802,277
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
3

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30, 2013
   
June 30, 2012
   
June 30, 2013
   
June 30, 2012
 
                         
Revenues:
                               
Product, net
 
$
528,368
   
$
462,161
   
$
1,244,628
   
$
821,135
 
Service, net
   
3,342,230
     
2,609,264
     
6,670,509
     
5,159,149
 
Total revenues, net
   
3,870,598
     
3,071,425
     
7,915,137
     
5,980,284
 
                                 
Cost of revenues:
                               
Product
   
239,979
     
203,982
     
582,292
     
373,320
 
Service
   
2,024,012
     
1,570,013
     
4,091,115
     
3,126,360
 
Cost of revenues
   
2,263,991
     
1,773,995
     
4,673,407
     
3,499,680
 
                                 
Gross profit
   
1,606,607
     
1,297,430
     
3,241,730
     
2,480,604
 
                                 
Selling, general and administrative expenses:
                               
       Selling expenses
   
688,863
     
569,857
     
1,418,965
     
1,084,207
 
       General and administrative expenses
   
765,579
     
606,621
     
1,458,777
     
1,222,567
 
       Shared-based compensation
   
4,404
     
408,183
     
8,808
     
1,127,450
 
       Depreciation and amortization
   
70,422
     
32,550
     
146,201
     
51,752
 
                                 
Total selling, general and administrative expenses
   
1,529,268
     
1,617,211
     
3,032,751
     
3,485,976
 
                                 
     Income (loss) from operations
   
77,339
     
(319,781
   
208,979
     
(1,005,372
)
                                 
Other income (expense):
                               
     Amortization of debt discount
   
-
     
-
     
-
     
(4,250
)
     Interest expense, net
   
(15,154
)
   
(14,250
   
(31,264
)
   
(32,600
)
Total other income (expense)
   
(15,154
)
   
(14,250
   
(31,264
)
   
(36,850
                                 
Net income (loss)
 
$
62,185
   
$
(334,031
 
$
177,715
   
$
(1,042,222
                                 
Net income (loss) per common share:                                
            Basic
 
$
0.00
   
$
(0.00
 
$
0.00
   
$
(0.01
            Fully diluted
   
0.00
     
(0.00
   
0.00
     
(0.01
                                 
Weighted average shares:
                               
     Basic
   
117,161,459
     
116,800,933
     
116,991,642
     
113,823,898
 
     Diluted
   
117,161,459
     
116,800,933
     
116,991,642
     
113,823,898
 

See accompanying footnotes to the condensed consolidated financial statements.
 
 
4

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
                                                                                                             
   
Six Months Ended June 30,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
   Net income (loss)
 
$
177,715
   
$
(1,042,222
)
   Adjustments to reconcile net income to net cash provided by operating activities
               
   Depreciation and amortization
   
48,374
     
45,452
 
   Amortization of intangibles
   
97,829
     
6,300
 
   Amortization of debt discount
   
-
     
4,250
 
   Share-based compensation
   
8,808
     
1,127,450
 
   Common stock issued for services
   
-
     
5,000
 
   Stock warrants issued in exchange for services
   
28,528
     
9,830
 
                 
   Changes in assets and liabilities:
               
   Accounts receivable
   
271,063
     
(408,058
)
   Prepaid expenses and other current assets
   
(68,777
)
   
49,769
 
   Deposits and other assets
   
(1,068
)
   
21,302
 
   Accounts payable and accrued expenses
   
(587,023
)
   
(83,978
)
   Accrued interest
   
421
     
5,193
 
   Deferred revenue
   
311,010
     
201,554
 
 Net cash provided by (used in) operating activities
   
286,880
     
(58,158
)
                 
Cash flows from investing activities:
               
   Acquisition of intangible assets
   
-
     
(62,661
)
   Acquisition of new business
           
(441,964
)
   Purchase of property and equipment
   
(29,179
)
   
(53,734
)
   Net cash used in investing activities
   
(29,179
)
   
(558,359
)
                 
Cash flows from financing activities:
               
   Proceeds from line of credit
           
579,824
 
   Repayment of bank line of credit
   
(178,633
)
   
-
 
   Principal payments under capital leases obligations
   
(25,978
)
   
(20,033
)
Net cash (used in) provided by financing activities
   
(204,611
)
   
559,791
 
                 
Net increase (decrease) in cash and cash equivalents
   
53,090
     
(56,726
)
                 
Cash and cash equivalents – beginning of period
   
4,483
     
233,722
 
                 
Cash and cash equivalents – end of period
 
$
57,573
   
$
176,996
 
                 
Cash paid during period for:
               
   Interest expense
 
$
29,730
   
$
29,490
 
   Income taxes
 
$
-
   
$
-
 
       
See accompanying footnotes to the condensed consolidated financial statements.
 
 
5

 
 SILVERSUN TECGNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
 
For the six months ended June 30, 2013:

a)  The Company incurred approximately $45,383 in capital lease obligations.

b) The Company issued 210,526 shares of the common stock in a cashless exercise of warrants for 250,000 shares at an exercise price of $0.03 per share.


For the six months ended June 30, 2012:
 
a)  The Company converted $43,946 of a Convertible Promissory Note at a fixed conversion rate of 1,975 shares per $1 for an aggregate of 86,793,693 shares of Class A common stock.
 
b)  The Company converted two (2) shares of its Series A Convertible Preferred Stock for 2,385,650 shares of Class A common stock.
 
c)  The Company bought back their 20% interest in SWK Technologies, Inc. for 22,664,678 shares of Class A common stock.

d)  The Company incurred $19,456 in capital lease obligations.
 

 

 

 
See accompanying footnotes to the condensed consolidated financial statements.
 
 
6

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business
 
SilverSun Technologies, Inc. (the “Company”, “we”, “us”, “our”) is involved in the acquisition and build-out of technology and software companies engaged in providing transformational business management applications and professional consulting services to small and medium companies, primarily in manufacturing, distribution and service industries.  We are executing a growth strategy centered on the development of our own proprietary business management solutions, including our MAPADOC® Electronic Data Interchange (EDI) solution and 36 other proprietary solutions and enhancements; as well as on the acquisition of application resellers and software publishers of unique and proprietary solutions in the extensive and expanding, but highly fragmented, business solutions marketplace.

In June 2012 the Company completed the purchase of selected assets and obligations of HighTower, Inc., a leading Chicago-based publisher of proprietary business management solutions and a reseller of Sage software applications.

In June 2013, we signed a Letter of Intent to acquire VICOR Business Services, Inc., a Bethesda, Maryland-based provider of financial and business management consulting services with specific expertise in compliance-oriented federal contracting with U.S. government agencies. Their expertise in project management and time-based systems supporting FAR and CAS compliance for commercial firms and OMB Circular compliance for grants management will add a significant expertise to SWK’s capabilities. VICOR’s staff has assisted clients in passing Federal Contracting audits with the Defense Contract Audit Agency ("DCAA") and other audit agencies, helping them to obtain approval to perform on Federal Contracts. Founded in 1989, VICOR offers a full line of Safe, Infor, Dynacom and its own proprietary business management solutions to small and mid-sized businesses; and it also provides a broad range of technical services, training and support to its customers, which are largely concentrated in the greater Washington D.C. market. A definitive agreement will be signed and the transaction completed after completion of due diligence. Although the letter of intent expired on July 31, 2013, the parties are continuing to negotiate in good faith. In addition, the Company does not expect there to be a significant impact on cash from operations or financing should a definitive agreement be entered into.

The Company is publicly traded and is currently quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SSNT.”

Basis of Presentation
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of SilverSun Technologies, Inc. as of June 30, 2013, the results of operations and cash flows for the three and six months ended June 30, 2013 and 2012.  These results are not necessarily indicative of the results to be expected for the full year.
 
The financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC) and consequently have been condensed and do not include all of the disclosures normally made in an Annual Report on Form 10-K.  The December 31, 2012 balance sheet included herein was derived from the audited financial statements included in the Company’s annual report on Form 10-K as of that date. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 
Summary of Significant Accounting Policies
 
During 2013, there have been no material changes to the Company’s significant accounting policies than those previously disclosed in the Company’s Form 10-K for the year ended December 31, 2012.
 
Reclassifications
 
Certain prior year amounts have been reclassified to conform to the current year presentation.  The reclassifications have had no effect on the financial position, operations or cash flows for the period ended June 30, 2012.
 
 
7

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
NOTE 2 – NET INCOME (LOSS) PER COMMON SHARE
 
The Company’s basic income per common share is based on net income for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding option and warrants. The computation of diluted loss per share for the three and six months ended June 30, 2012 does not include share equivalents in the amount of 17,504,000 as they would have an anti-dilutive effect on the earnings resulting from the Company’s net loss position for these periods. 
                                                                                      
   
Three Months Ended
   
Three Months Ended
 
   
June 30, 2013
   
June 30, 2012
 
Basic net income (loss) per share computation:
           
  Net income (loss)
 
$
62,185
   
$
(334,031
)
  Weighted-average common shares outstanding
   
117,161,459
     
116,800,933
 
  Basic net income (loss) per share
 
$
0.00
   
$
(0.00
)
Diluted net income (loss) per share computation:
               
  Net income (loss)
 
$
62,185
   
$
(334,031
)
  Weighted-average common shares outstanding
   
117,161,459
     
116,800,933
 
  Incremental shares attributable to the common stock  equivalents
   
-
     
-
 
  Total adjusted weighted-average shares
   
117,161,459
     
116,800,933
 
  Diluted net income (loss) per
 
$
0.00
   
$
(0.00
)
 
   
Six Months Ended
   
Six Months Ended
 
   
June 30, 2013
   
June 30, 2012
 
Basic net income (loss)  per share computation:
           
  Net income (loss)
 
$
177,715
   
$
(1,042,022
)
  Weighted-average common shares outstanding
   
116,991,642
     
113,823,898
 
  Basic net income (loss) per share attributable to common Stockholders
 
$
0.00
   
$
(0.01
)
Diluted net income (loss) per share
               
  Net income (loss) attributable to common stockholders
 
$
177,715
   
$
(1,042,022
)
  Weighted-average common shares outstanding
   
116,991,642
     
113,823,898
 
  Incremental shares attributable to the common stock  equivalents
   
-
     
-
 
  Total adjusted weighted-average shares
   
116,991,642
     
113,823,898
 
  Diluted net income (loss) per
 
$
0.00
   
$
(0.01
)
 
NOTE 3 – NOTES PAYABLE TO RELATED PARTY

On October 19, 2010, the Company borrowed $45,000 in exchange for issuing a Note payable to Mr. Meller. The Note Payable is not collateralized, not convertible, and carries an interest rate of 3% per annum on the unpaid balance. In January 2013, Mr. Meller extended the due date of the Note Payable to January 2014. The outstanding balance at June 30, 2013 and December 31, 2012 was $20,000, plus accrued interest of $2,366 and $2,064, respectively.
 
 
8

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of intellectual property and customer lists acquired and are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives.

The components of intangible assets are as follows:
                                                                 
   
June 30,
2013
   
December 31,
2012
 
Proprietary developed software
 
$
294,036
   
$
294,036
 
Intellectual property, customer list, and acquired contracts
   
694,000
     
694,000
 
                 
Total intangible assets
 
$
988,036
   
$
988,036
 
Less: accumulated amortization
   
201,352
     
103,523
 
   
$
786,684
   
$
884,513
 

Amortization expense included in depreciation and amortization was $49,402 and $97,829 for the three and six months ended June 30, 2013 as compared to and $6,300 for both the three and six months ended June 30, 2012.

NOTE 5 – BUSINESS COMBINATION

In June 2012, the Company’s wholly-owned subsidiary, SWK Technologies, Inc., acquired certain assets of HighTower Inc. for total consideration of $741,598, including $441,964 in cash and noncash assumption of deferred revenue obligation of $299,634.
 
The Company’s condensed consolidated financial statements for the three months and six months ended June 30, 2013 include the results of Hightower. The Company’s condensed consolidated financial statements for the three months ended June 30, 2012 also include the results of Hightower. The following unaudited pro forma information for the six months ended June 30, 2012 does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2011, nor is the financial information indicative of the results of future operations.

The following table represents the unaudited consolidated pro forma results of operations for the six months ended June 30, 2012 as if the acquisition occurred on January 1, 2011.  Operating expenses have been increased for the estimated amortization expense associated with the fair value adjustment as of June 30, 2012 of expected definite lived intangible assets, for a net adjustment of $41,000for the six months ended June 30, 2012.
 
  Pro Forma      
   
 
Six Months Ended
June 30, 2012
 
Net sales
 
$
6,575,266
 
Operating expenses
   
4,179,658
 
Income (loss) before taxes
   
(1,140,922
Net income (loss)
 
$
(1,140,922
Basic income (loss) per common share
 
$
(0.01
)
Diluted income (loss) per common share
 
$
(0.01
)

 
9

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

NOTE 6 – LINE OF CREDIT

In October 2011 the Company negotiated a line of credit from a bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. Interest on outstanding balances is payable daily at an interest rate that is two and three quarter’s percentage points (2.75%) above the Prime Rate.  The Company’s interest rate was 6% as of June 30, 2013.   The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer.  The credit facility required the Company to pay a monitoring fee of 0.315% of eligible collateral to be paid monthly. An annual facility fee equal to one percent (1%) of the Maximum Credit is assessed upon the initial funding, annually thereafter. The term of the agreement is for three years and expires in October 2014. At June 30, 2013, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth.
 
As of June 30, 2013 and December 31, 2012 the outstanding balances open under this agreement were $-0- and $178,633. As of June 30, 2013, the availability under this line was $741,936.
 
NOTE 7 – SUBSEQUENT EVENT

On August 1, 2013, the Company negotiated a new line of credit and term loan from the bank. The term of the line is for two years and expires on July 31, 2015. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000 at prime plus 1.75% interest (currently 5%).  The line is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller.  The credit facility requires the Company to pay a monitoring fee of $1,000 monthly. The Company also negotiated a term loan in amount of $350,000. The term of the loan is for 2 years and expires on July 31, 2015. Monthly payments are at $15,776 per month at an interest rate of 8%.
 
 
10

 
Item 2.  Management’s 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. (the “Company”) 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, 2012, 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 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 financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.  The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Overview
 
SilverSun Technologies, Inc. is involved in the acquisition and build-out of technology and software companies engaged in providing transformational business management applications and professional consulting services to small and medium size companies, primarily in the manufacturing, distribution and service industries.  We are executing a business strategy centered on the design and development of our own proprietary business management solutions, which now includes our MAPADOC® Electronic Data Interchange (EDI) solution and 36 other proprietary solutions and enhancements; as well as on the acquisition of application resellers and software publishers of unique and proprietary solutions in the extensive and expanding, but highly fragmented, business solutions marketplace.

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.
 
A key tactical strategy for our Company is developing smart, proprietary business management applications that effectively and efficiently integrate with existing business management systems; and in publishing proprietary solutions for niche markets that address unique manufacturing and distribution challenges and needs.  In this regard, through our wholly-owned subsidiary, SWK Technologies, Inc. (“SWK”), we publish proprietary EDI software, branded as MAPADOC.  MAPADOC is a fully integrated, easy-to use, feature-rich EDI solution for users of Sage Software, Inc.’s (“Sage”) market leading Sage 100/500/ERP X3 software products. Providing seamless integration and dramatically decreasing data-entry time and associated costs, it is marketed and distributed worldwide by the Company’s direct sales force, as well as through its platform partner, SPS Commerce, Inc. and a growing national network of independent software partners and resellers, to customers largely supplying big-box retailers, including Walmart, Sears, Target and Costco.
 
 
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In addition, we have developed a proprietary series of cloud-based, SaaS business management solutions created specifically for the U.S. craft brewery and distribution industry.  Currently, implementations of our proprietary SaaS solutions, marketed and branded as BeerRun, BrewPub, Brew X ERP (powered by Sage ERP X3) and the Distributor Relationship Management System, have been sold to 35 craft breweries throughout the United Stated and one internationally.  These innovative solutions provide brew masters with a single, turnkey database batch/process solution capable of managing their manufacturing operations – from forecasting and planning to recipe management to inventory control and traceability, among other critical business functions, including TTB reporting.
 
We also provide high margin, managed IT services to our customers.  As Microsoft Certified Systems Engineers and Microsoft Certified Professionals, our staff offers a host of mission critical services, 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 back-up, archiving and storage of data from servers.  We compete with numerous large and small companies in this market sector, both nationally and locally.
 
Distinguished as one of the largest Sage ERP X3 practices in North America, we resell enterprise resource planning software published by Sage, which addresses the financial accounting requirements of small- and medium-size businesses focused on manufacturing and distribution.  We also offer services related to these sales, including installation, support and training.  These product sales are primarily packaged software programs installed on a user workstation, on a local area network server, or in a hosted environment.  The programs perform and support a wide variety of functions related to accounting, including financial reporting, accounts payable, accounts receivable and inventory management.
 
We employ class instructors and host formal, topic-specific, training classes, both on-site at our clients’ facilities and at our corporate offices. Our instructors must pass annual subject matter examinations required by Sage to retain their product-based teaching certifications.   We also provide end-user technical support services through our support/help desk, which is available during normal business hours, Monday through Friday.  Our team of qualified product and technology consultants assist customers that contact us with questions about product features, functions, usability issues and configurations.  The support/help desk offers services in a variety of ways, including prepaid services, time and materials billed as utilized and annual support contracts.  Our customers can communicate with our support/help desk through email, telephone and fax channels.
 
Led by specialized project managers, our professional services range from software customization to data migration to small- and medium-size business consulting.
 
We also are resellers of the Warehouse Management System (“WMS”) software published by Accellos, Inc. (“Accellos”), which develops warehouse management software for middle market distributors.   The primary purpose of a WMS is to control the movement and storage of materials within an operation and process the associated transactions. Directed picking, directed replenishment, and directed put-away are the key to WMS. The detailed setup and processing within a WMS can vary significantly from one software vendor to another. However, the basic WMS will use a combination of item, location, quantity, unit of measure and order information to determine where to stock, where to pick, and in what sequence to perform these operations. The Accellos WMS software improves accuracy and efficiency, streamlines materials handling, meets retail compliance requirements, and refines inventory control. Accellos also works as part of a complete operational solution by integrating seamlessly with RF hardware, accounting software, shipping systems and warehouse automation equipment.  We market the Accellos solution to our existing and new medium-sized business clients.
 
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 offer new products and services, 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 seven years, we have outright acquired or acquired select assets of SWK, Inc.; Business Tech Solutions Group, Inc.; Wolen Katz Associates; AMP-BEST Consulting, Inc.; IncorTech; Micro-Point, Inc.; HighTower, Inc.; Point Solutions, LLC; and SGEN, LLC.
 
In June 2013, we signed a Letter of Intent to acquire VICOR Business Services, Inc., a Bethesda, Maryland-based provider of financial and business management consulting services with specific expertise in compliance-oriented federal contracting with U.S. government agencies. Their expertise in project management and time-based systems supporting FAR and CAS compliance for commercial firms and OMB Circular compliance for grants management will add a significant expertise to SWK’s capabilities. VICOR’s staff has assisted clients in passing Federal Contracting audits with DCAA and other audit agencies, helping them to obtain approval to perform on Federal Contracts. Founded in 1989, VICOR offers a full line of Safe, Infor, Dynacom and its own proprietary business management solutions to small and mid-sized businesses; and it also provides a broad range of technical services, training and support to its customers, which are largely concentrated in the greater Washington D.C. market. A definitive agreement will be signed and the transaction completed after completion of due diligence. . Although the letter of intent expired on July 31, 2013, the parties are continuing to negotiate in good faith. In addition, the Company does not expect there to be a significant impact on cash from operations or financing should a definitive agreement be entered into.
 
 
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Additionally, it is our intention to continue to increase our business by seeking additional opportunities through potential acquisitions, partnerships or investments. Such acquisitions, 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.

The first six months of 2013 continued the growth trend for the Company which we believe will provide a basis for future growth. Some of the key highlights for the first six months of 2013 are as follows:

·  
Revenues increased 32% from the prior year.
·  
Income from operations increased to $208,979 as compared to a loss of $1,005,372 in the prior year.
·  
Net income increased to $177,715 as compared to a loss of $1,042,222 in the prior year.
·  
Sales of the Company’s proprietary, cloud-based business management solutions created specifically for the U.S. craft brewery and distribution industry has continued to increase since its introduction to market in early 2012; and the number of new sales prospects continues to climb.
·  
Continued to book major orders for Sage ERP X3.
·  
Engaged Network One Securities, Inc. to advise the Company’s management team on financial strategies to support its current growth initiatives.
·  
In June 2013 SWK Technologies, Inc., the Company’s principal operating subsidiary, signed a Letter of Intent to acquire VICOR Business Services, Inc., a Bethesda, Maryland-based provider of financial and business management consulting services with specific expertise in compliance-oriented federal contracting with U.S. government agencies.
 
Revenues
 
All revenues reported by the Company are derived from the sales and service of Sage Software, MAPADOC, the HighTower Solutions, and third-party software products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with consulting and customer support and network services provided by the Company.
 
Revenues for the three and six months ended June 30, 2013 increased $799,173 (26.0%) and $1,934,853 (32.4%), to $3,870,598 and $7,915,137, respectively, as compared to $3,071,425 and $5,980,284, respectively, for the three and six months ended June 30, 2012.  These revenues were all generated by the Company’s wholly-owned operating subsidiary, SWK Technologies.  The increase is in revenues from the existing business related to an increase in maintenance agreements and software sales base as well additional sales generated from its recently acquired operation HighTower, Inc. (“HTI”) which generated $333,649 and $750,073 of revenues for the three and six months ended June 30, 2013, respectively.   The overall increases are primarily due to the continued marketing efforts and very competitive pricing, and the Company’s strategy to increase its business by seeking additional opportunities through potential acquisitions, partnerships or investments.

Gross Profit
 
Gross profit increased $309,177 (23.8%) and $761,126 (30.7%) for the three and six months ended June 30, 2013 to $1,606,607 and $3,241,730, respectively, as compared to $1,297,430 and $2,480,604, respectively, for the three months and six months ended June 30, 2012. The increase in gross profit for this period is attributed to the increase in revenues from existing business, including the revenues from HTI. For the three months ended June 30, 2013, the gross profit percentage was 41.5%, as compared to 42.2% for the three months ended June 30, 2012. For the six months ended June 30, 2013, the gross profit percentage was 41.0%, as compared to 41.5% for the six months ended June 30, 2012. The mix of products being sold by the Company changes from time to time and sometimes causes the overall gross margin percentage to vary.  
 
Operating Expenses
 
Selling and marketing expenses increased $119,006 (20.9%) and $334,758 (30.9%) to $688,863 and $1,418,965, respectively, for the three and six months ended June 30, 2013 as compared to $569,857 and $1,084,207 for the three and six months June 30, 2012 due to increased personnel and travel expenses as a result of the increase in sales activity and incremental expenses associated with HTI.
 
General and administrative expenses increased $158,958 (26.2%) and $236,210 (19.3%) to $765,579 and $1,458,777, respectively, for the three and six months ended June 30, 2013 as compared to $606,621 and $1,222,567 for the three and six months ended June 30, 2012 primarily as a result of increases in payroll related expenses, rent, utilities, bank fees and office expenses.
 
 
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On January 4, 2012 in accordance with options granted in January 2011, Mr. Meller sold portions of his Convertible Note payable to certain employees of SWK Technologies, Inc. in the amount of $13,235. On January 4, 2012, Mr. Meller converted $30,458 of the Convertible Note into 60,154,178 shares of Class A Common Stock, and those certain employees converted the $13,238 into 23,139,523 shares of Class A Common Stock. As a consequence the Company recognized an expense of $719,267 expense for the six months ended June 30, 2012. Additionally, during the quarter ended June 30, 2012, the Company recognized $408,183 of share-based compensation as a result of the granting of stock options to most of its non-executive employees.
 
Other Income (Expense)
 
Total other expense was $15,154 for the three months ended June 30, 2013 as compared to $14,250 for the three months ended June 30, 2012 due to slightly higher interest expense. Total other expense was $31,264 for the six months ended June 30, 2013 as compared to $36,850 for the six months ended June 30, 2012 due to lower amortization of debt discount.
 
Net Income (Loss)

As a result of the above, the Company recorded net income of $62,185 for the three months ended June 30, 2013, as compared to a net loss of $334,031 for the three months ended June 30, 2012. This change is primarily attributed to the increase in revenues and lower share-based compensation. The Company recorded net income of $177,715 for the six months ended June 30, 2013, as compared to a net loss of $1,042,222 for the six months ended June 30, 2012. This change is primarily attributed to the increase in revenues and lower share-based compensation.
 
Liquidity and Capital Resources

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

In addition to developing new products, obtaining new customers and increasing sales to existing customers, management plans to achieve profitability through acquisitions of companies in the business software and information technology consulting market with solid revenue streams, established customer bases, and positive cash flow.

In October 2011 the Company negotiated a line of credit from a bank. The agreement included a borrowing base calculation tied to accounts receivable with a maximum availability of $750,000. Interest on outstanding balances is payable daily at an interest rate that is two and three quarter percentage points (2.75%) above the Prime Rate. The Company’s interest rate was 6% at June 30, 2013. The line was collateralized by substantially all of the assets of the Company and is personally guaranteed by the Company’s Chief Executive Office, Mr. Mark Meller.  The credit facility required the Company to pay a monitoring fee of 0.315% of eligible collateral to be paid monthly. An annual facility fee equal to one percent (1%) of the Maximum Credit is assessed upon the initial funding, annually thereafter. The term of the agreement is for three years and expires in October 2014. As of June 30, 2013, the Company has no outstanding balance. As of June 30, 2013, the availability under this line was $741,936. At June 3, 2013, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth.

During the six months ended June 30, 2013, the Company had a net increase in cash of $53,090. The Company's principal sources and uses of funds were as follows:

Cash provided by (used in) operating activities
 
The Company generated $286,880 in cash from operating activities for the six months ended June 30, 2013, as compared to using $58,158 of cash for operating activities for the six months ended June 30, 2012. This increase in cash provided by operating activities is primarily attributed to the increase in income and a decrease in accounts receivable offset partially by a decrease in accounts payable and accrued expenses.
 
Cash used in investing activities
 
Investing activities for the six months ended June 30, 2013 used cash of $29,179, as compared to using $558,359 of cash for the six months ended June 30, 2012. This decrease in cash used is attributed to lower purchases of property and equipment and intangible assets, including the acquisition of selected assets of HighTower.
 
 
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Cash (used in) provided by financing activities

Financing activities for the six months ended June 30, 2013 used cash of $204,611, as compared to providing $559,791 of cash for the six months ended June 30, 2012. This decrease in cash used in financing used in operating activities is mostly attributed to the repayment of the bank line of credit in the amount of $178,633 during the six months ended June 30, 2013 as compared to proceeds from the credit line of $579,824 for the six months ended June 30, 2012.
 
The Company believes that as a result of the growth in business, recent acquisitions, and the availability of its credit line it has adequate liquidity to fund its operating plans for at least the next twelve months.
  
There was no significant impact on the Company’s operations as a result of inflation for the six months ended June 30, 2013.  These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K to the SEC for the fiscal year ended December 31, 2012.
 
Off Balance Sheet Arrangements
 
During the six months ended June 30, 2013, we did not engage in any material off-balance sheet activities nor 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 Controls and Procedures
 
Pursuant to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

 (b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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. 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 or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on our financial condition.
 
Item 1A.  Risk Factors
 
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, 2012, filed with the SEC on March 29, 2013.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
Other than disclosed above, there were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K.
 
Item 3.  Defaults Upon Senior Securities
 
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
 
Item 4.  Mine Safety Disclosures

Not Applicable.
 
Item 5.  Other Information
 
There is no other information required to be disclosed under this item which has not been previously reported.

Item 6.  Exhibits
 
31.1
 
31.2
 
32.1
 
32.2
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
* Filed herewith
 
 
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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 13, 2013
 
By:
/s/ Mark Meller
   
     
Mark Meller
   
     
Chief Executive Officer (Principal Executive Officer)
     
Chief Financial Officer (Principal Accounting Officer)
 
 
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