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: March 31, 2014

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) 396-1720
(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 May 5, 2014, there were 118,176,976 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
 
March 31,
2014
   
December 31,
2013
 
             
Current assets:
           
Cash and cash equivalents
 
$
1,106,909
   
$
762,892
 
Accounts receivable, net of allowance of $80,000
   
1,584,828
     
1,574,996
 
Deferred tax asset – current
   
40,000
     
40,000
 
Prepaid expenses and other current assets
   
264,279
     
159,276
 
Total current assets
   
2,996,016
     
2,537,164
 
                 
Property and equipment, net
   
213,565
     
241,895
 
Intangible assets, net
   
638,478
     
687,880
 
Deferred tax asset
   
55,890
     
80,000
 
Deposits and other assets
   
22,836
     
22,836
 
                 
Total assets
 
$
3,926,785
   
$
3,569,775
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current liabilities:
               
Bank line of credit
 
$
-
   
$
-
 
Note payable to related party
   
20,000
     
20,000
 
Current portion of long-term debt
   
175,000
     
175,000
 
Accounts payable and accrued expenses
   
1,909,634
     
1,836,229
 
Accrued interest
   
13,020
     
13,291
 
Due to related party
   
2,822
     
2,672
 
Capital lease obligations – current portion
   
58,404
     
53,726
 
Deferred revenue
   
1,885,365
     
1,715,555
 
Total current liabilities
   
4,064,245
     
3,816,473
 
                 
Capital lease obligations – long-term
   
29,331
     
48,624
 
Long-term debt
   
62,522
     
104,517
 
Total liabilities
   
4,156,098
     
3,969,614
 
                 
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;
118,176,976  and 117,676,976 shares issued and outstanding
   
1,182
     
1,177
 
Class B – par value $.00001: authorized 50,000,000 shares; no shares issued and
Outstanding
   
-
     
-
 
Additional paid-in capital
   
10, 858,141
     
10,808,361
 
Accumulated deficit
   
(11,088,637
)
   
(11,209,378
)
Total stockholders’ deficit
   
(229,313
)
   
(399,839
)
                 
Total liabilities and stockholders’ deficit
 
$
3,926,785
   
$
3,569,775
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
3

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended March 31,
   
2014
 
2013
    Revenues:
       
      Software product, net
  $ 609,970     $ 716,260  
   Service, net
    4,314,655       3,328,279  
Total revenues, net
    4,924,625       4,044,539  
                 
Cost of revenues:
               
   Product
    327,402       342,313  
   Service
    2,492,179       2,067,103  
Total cost of revenues
    2,819,581       2,409,416  
                 
Gross profit
    2,105,044       1,635,123  
                 
Selling, general and administrative expenses :
               
       Selling and marketing expenses
    732,275       730,102  
       General and administrative expenses
    1,093,394       697,602  
       Depreciation and amortization
    77,733       75,779  
Total selling, general and administrative expenses
    1,903,402       1,503,483  
                 
     Income from operations
    201,642       131,640  
                 
Other income (expense)
               
     Interest expense, net
    (9,990 )     (16,110 )
Total other income (expense)
    (9,990 )     (16,110 )
                 
Income before taxes
    191,652       115,530  
                 
Provision for income taxes
    70,911       -  
                 
Net income
  $ 120,741     $ 115,530  
                 
Net income per common share – basic and fully diluted
  $ 0.00     $ 0.00  
Weighted average shares
               
     Basic
    117,915,865       116,950,933  
     Diluted
    117,915,865       117,150,000  
 
See accompanying footnotes to the condensed consolidated financial statements

 
4

 
SILVERSUN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
                                                                                                             
   
Three Months Ended
 March 31,
 
   
2014
   
2013
 
Cash flows from operating activities:
           
Net income
 
$
120,741
   
$
115,530
 
Adjustments to reconcile net income to net cash provided by operating activities
               
Deferred income taxes
   
24,110
     
-
 
Depreciation and amortization
   
28,330
     
27,353
 
Amortization of intangibles
   
49,402
     
48,427
 
Share-based compensation
   
11,284
     
4,404
 
Common stock issued in exchange for services
   
20,975
     
-
 
Stock warrants issued in exchange for services
   
-
     
28,512
 
                 
Changes in assets and liabilities:
               
Accounts receivable
   
(9,832
   
318,604
 
Prepaid expenses and other current assets
   
(87,477
)
   
(24,381
)
Deposits and other assets
   
-
     
(159
)
Accounts payable and accrued expenses and due to related party
   
73,555
     
(224,415
Accrued interest
   
(271
)
   
230
 
Deferred revenue
   
169,810
     
176,858
 
 Net cash provided by operating activities
   
400,627
     
470,963
 
                 
Cash flows from investing activities:
               
Purchase of property and equipment
   
-
     
(23,065
)
Net cash used in investing activities
   
-
     
(23,065
)
                 
Cash flows from financing activities:
               
Repayment of bank line of credit
   
-
     
(178,633
)
Repayment of long-term debt
   
(41,995
)
   
-
 
Principal payments under capital leases obligations
   
(14,615
)
   
(12,440
)
Net cash used in financing activities
   
(56,610
)
   
(191,073
)
                 
Net increase in cash and cash equivalents
   
344,017
     
256,825
 
                 
Cash and cash equivalents – beginning of period
   
762,892
     
4,483
 
                 
Cash and cash equivalents – end of period
 
$
1,106,909
   
$
261,308
 
                 
Cash paid during period for:
               
Interest
 
$
4,503
   
$
16,000
 
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 THREE MONTHS ENDED MARCH 31, 2014 AND 2013

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

For the three months ended March 31, 2014:

None.

 
For the three months ended March 31, 2013:

a)   The Company incurred approximately $16,979 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.

The Company is publicly traded and is currently quoted on the OTCQB marketplace (“QTCQB”) 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 March 31, 2014, the results of operations and cash flows for the three months ended March 31, 2014 and 2013.  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, 2013 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, 2013 filed with the SEC on March 31, 2014.
 
Summary of Significant Accounting Policies
 
During the three months ended March 31, 2014, 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, 2013.
 
Deferred Revenues

Deferred revenues consist of maintenance service, customer support services, including telephone support and deposits for future consulting services which will be earned as services are performed over the contractual or stated period, which generally ranges from three to twelve months.

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 March 31, 2013.
 
 
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 income per share for the three months ended March 31, 2014 does not include share equivalents as all warrants and options exceeded the average market price of the common stock for the three months ended March 31, 2014.
                                                                                      
   
Three Months
Ended
   
Three Months 
Ended
 
   
March 31,
2014
   
March 31,
2013
 
Basic net income per share computation:
           
Net income
 
$
120,741
   
$
115,530
 
Weighted-average common shares outstanding
   
117,915,865
     
116,950,933
 
Basic net income per share
 
$
0.00
   
$
0.00
 
Diluted net income per share computation:
               
Net income
 
$
120,741
   
$
115,530
 
Weighted-average common shares outstanding
   
117,915,865
     
116,950,933
 
Incremental shares attributable to the common
stock equivalents
   
-
     
199,067
 
Total adjusted weighted-average shares
   
117,915,865
     
117,150,000
 
Diluted net income per share
 
$
0.00
   
$
0.00
 

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. Mr. Meller extended the due date of the remaining Note Payable to January 2015. The outstanding balance at March 31, 2014 and December 31, 2013 was $20,000, plus accrued interest of $2,822 and $2,672, respectively, which is included in Due to Related Party in the accompanying balance sheets.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

   
March 31, 2014
   
December 31, 2013
 
Leasehold improvements
 
$
30,557
   
$
30,557
 
Equipment, furniture and fixtures
   
1,001,920
     
1,001,920
 
     
1,032,477
     
1,032,477
 
Less: Accumulated depreciation
   
(818,912
)
   
(790,582
)
                 
 Property and equipment, net
 
$
213,565
   
$
241,895
 

Depreciation and amortization expense related to these assets for the three months ended March 31, 2014 and 2013 was $28,330 and $27,353, respectively. 
 
 
8


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

NOTE 5 – 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 five year estimated useful lives.

The components of intangible assets are as follows:
                                                                 
   
March 31,
2014
   
December 31,
2013
 
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
   
(349,558
   
(300,156
   
$
638,478
   
$
687,880
 

Amortization expense included in depreciation and amortization was $49,402 for the three months ended March 31, 2014 as compared to $48,427 for the three months ended March 31, 2013.

The Company expects future amortization expense to be the following:

   
Amortization
 
Balance of 2014
 
$
148,205
 
2015
   
197,607
 
2016
   
197,607
 
2017
   
95,059
 
         
Total
 
$
638,478
 

NOTE 6 – LINE OF CREDIT AND TERM LOAN

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.  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. At March 31, 2014, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth. As of March 31, 2014, the availability under this line was $750,000. 

Under the term loan, the Company borrowed $350,000 in July 2013 from a bank. The term of the loan is for two years and expires on July 31, 2015. Monthly payments are at $15,776 including interest at 8%. The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller.  The outstanding balances at March 31, 2014 and December 31, 2013 were $237,522 and $279,517, respectively.

NOTE 7 – RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 8– STOCK OPTIONS

In February 2014, the Company granted 1,500,000 incentive stock options to certain non-executive employees under the 2004 Stock Incentive Plan. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, approximately four years. As a result, operations were charged $7,484 for the three months ended March 31, 2014 related to these options. The Company estimated the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of 0.71%, volatility at 353.95% and an expected life of 5 years. The Company estimates the forfeiture rate based on historical data. Based on an analysis of historical information, the Company has applied a forfeiture rate of 8%. As a result, the Company estimated the value of these options at $115,488.
 
 
9

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

NOTE 9 – SUBSEQUENT EVENT

On May 6, 2014 (the “Closing Date”) SWK Technologies, Inc., a wholly owned subsidiary of SilverSun Technologies, Inc, entered into an Asset Purchase Agreement with ESC, Inc. d/b/a ESC Software, an Arizona corporation, and Alan H. Hardy and Michael Dobberpuhl in their individual capacity as Shareholders.

On the Closing Date, pursuant to the terms of the Purchase Agreement, the Seller, transferred, conveyed and delivered all of the Acquired Assets of ESC (as defined in the Purchase Agreement) to the Company. In consideration for the Acquired Assets, the Company issued in favor of Seller a promissory note in the aggregate principal amount of $350,000 (the “Note”).  The Note is due sixty (60) months from the Closing Date (the “Maturity Date”) and bears interest at a rate of two percent (2%) per annum. Any overdue principal or interest on the Note shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the maximum interest rate permitted by applicable law or (ii) ten percent (10%).

Pursuant to the Purchase Agreement, the Company agreed to enter into that certain Assignment and Assumption Agreement (the “Assignment Agreement”) to assume those certain liabilities of ESC.

Additionally, in connection with the Purchase Agreement, the Company entered into an Employment Agreement with Alan H. Hardy pursuant to which Mr. Hardy will serve as SWK’s Senior Vice President of business development. Mr. Hardy’s duties will vary, but will focus primarily on business development and software application sales.  The term of the Employment Agreement is three years (the “Term”). SWK shall pay Mr. Hardy a base salary of One Hundred Sixty Two Thousand ($162,000) per annum. Additionally, Mr. Hardy shall receive 600,000 options to purchase the Company’s common stock at a strike price of $0.15 per share (the “Options”).  The Options shall vest at 20% year over year for five years.

 
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, 2013, 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
 
We are 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 20 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.

 
11

 
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 87 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, we provide professional services ranging 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, 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; and SGEN, LLC and ESC, Inc.

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.

 
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On May 6, 2014 (the “Closing Date”) SWK Technologies, Inc., a wholly owned subsidiary of SilverSun Technologies, Inc, entered into an Asset Purchase Agreement with ESC, Inc. d/b/a ESC Software, an Arizona corporation, and Alan H. Hardy and Michael Dobberpuhl in their individual capacity as Shareholders.

On the Closing Date, pursuant to the terms of the Purchase Agreement, the Seller, transferred, conveyed and delivered all of the Acquired Assets of ESC (as defined in the Purchase Agreement) to the Company. In consideration for the Acquired Assets, the Company issued in favor of Seller a promissory note in the aggregate principal amount of $350,000 (the “Note”).  The Note is due sixty (60) months from the Closing Date (the “Maturity Date”) and bears interest at a rate of two percent (2%) per annum. Any overdue principal or interest on the Note shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the lesser of (i) the maximum interest rate permitted by applicable law or (ii) ten percent (10%).

Pursuant to the Purchase Agreement, the Company agreed to enter into that certain Assignment and Assumption Agreement (the “Assignment Agreement”) to assume those certain liabilities of ESC.

Additionally, in connection with the Purchase Agreement, the Company entered into an Employment Agreement with Alan H. Hardy pursuant to which Mr. Hardy will serve as SWK’s Senior Vice President of business development. Mr. Hardy’s duties will vary, but will focus primarily on business development and software application sales.  The term of the Employment Agreement is three years (the “Term”). SWK shall pay Mr. Hardy a base salary of One Hundred Sixty Two Thousand ($162,000) per annum. Additionally, Mr. Hardy shall receive 600,000 options to purchase the Company’s common stock at a strike price of $0.15 per share (the “Options”).  The Options shall vest at 20% year over year for five years.

During the first three months of 2014 we continued our sales growth as we continue to increase our market penetration and provide the groundwork for which we believe will provide a basis for future growth. Some of the key highlights for the first three months of 2014 are as follows:

  
1) Revenues increased 22% for the three months ended March 31, 2014 as compared to the same period in the prior year.
  
2) Income from operations increased 53% to $201,642.
  
3) On May 6, 2014 acquired ESC Software, a leading Arizona-based reseller of Sage Software and Acumatica applications.
 
4) 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.
  
5) Continue to book major orders for Sage ERP X3.
 
Revenues
 
Revenues for the three months ended March 31, 2014 increased $880,086 (21.8%) to $4,924,625 as compared to $4,044,539 for the three months ended March 31, 2013.  These revenues were all generated by the Company’s wholly-owned operating subsidiary, SWK. The increase is in revenues from the existing business related to an increase in maintenance agreements and its software sales base.  Software and consulting revenues have increased primarily due to Sage X3 implementations. Maintenance revenues also continue to increase as software sales increase. 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 $469,921 (28.7%) for the three months ended March 31, 2014 to $2,105,044 as compared to $1,635,123 for the three months ended March 31, 2013. The increase in gross profit for this period is attributed primarily to the increase in revenues from existing business. For the three months ended March 31, 2014, the gross profit percentage was 42.7%, as compared to 40.4% for the three months ended March 31, 2013. The mix of products being sold by the Company changes from time to time and sometimes causes the overall gross margin percentage to vary.  The change in sales mix for the three months ended March 31, 2014 resulted in gross profit being slightly higher as a percent of sales as compared to the three months ended March 31, 2013, primarily as a result of a higher consulting and managed service revenues, which sales have a higher gross profit. In addition, the Company will often enter into revenue sharing agreements entered into with other resellers. The Company currently has 12 revenue sharing arrangements, which often have the result of reducing the Company’s reported gross margins.
 
 
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Operating Expenses
 
Selling and marketing expenses increased $2,173 to $732,275 for the three months ended March 31, 2014 as compared to $730,102 for the three months March 31, 2013 as we maintain the same level of sales activity to provide for future growth. 

General and administrative expenses increased $395,792 (56.7%) for the three months ended March 31, 2014 to $1,093,394 as compared to $697,602 for the same period in the prior year, primarily as a result of increases in payroll related expenses, rent, utilities, bank fees and office expenses.

Other Income (Expense)
 
Total other expense was $9,990 for the three months ended March 31, 2014 as compared to $16,110 for the three months ended March 31, 2013.  This decrease was primarily due to lower interest on the term loan, which continues to be paid down.
 
Provision for Income Taxes

The provision for income taxes for the three months ended March 31, 2014 was $70,911, or 37% of pre-tax income. The effective tax rate consists principally of the 34% federal statutory tax rate.

Net Income (Loss)

As a result of the above, the Company recorded net income of $120,741 for the three months ended March 31, 2014, as compared to net income of $115,530 for the three months ended March 31, 2013. 
 
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.  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. At March 31, 2014, the Company was in compliance with the required financial covenants, the fixed charge ratio and debt to net worth. As of March 31, 2014, the availability under this line was $750,000. 

Under the term loan, the Company borrowed $350,000 in July 2013 from a bank. The term of the loan is for two years and expires on July 31, 2015. Monthly payments are at $15,776 including interest at 8%. The term loan is collateralized by substantially all of the assets of the Company and is guaranteed by the Company’s Chief Executive Officer, Mr. Meller.  The outstanding balances at March 31, 2014 and December 31, 2013 were $237,522 and $279,517, respectively.

During the three months ended March 31, 2014, the Company had a net increase in cash of $344,017. The Company's principal sources and uses of funds were as follows:

Cash provided by operating activities
 
The Company generated $400,627 in cash from operating activities for the three months ended March 31, 2014, as compared to $470,963 of cash from operating activities for the three months ended March 31, 2013. This decrease in cash provided by operating activities is primarily attributed to lower accounts receivable offset mostly by an increase in accounts payable and accrued expenses.
 
 
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Cash used in investing activities
 
Investing activities for the three months ended March 31, 2014 used no cash as compared to using $23,065 of cash for the three months ended March 31, 2013. This decrease in cash used is attributed to lower purchases of property and equipment.   
 
Cash used in financing activities

Financing activities for the three months ended March 31, 2014 used provided cash of $56,610, as compared to using $191,073 of cash for the three months ended March 31, 2013. This decrease in cash used in financing activities is mostly attributed to the repayment of the bank line of credit in the amount of $178,633 during the three months ended March 31, 2013.
 
The Company anticipates that there will ne no significant impact on its liquidity as a result of its recent acquisition of ESC, Inc. 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 three months ended March 31, 2014.  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, 2013.
 
Off Balance Sheet Arrangements
 
During the three months ended March 31, 2014, 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 March 31, 2014, 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, 2013, filed with the SEC on March 31, 2014.
 
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: May 15, 2014
 
By:
/s/ Mark Meller
   
     
Mark Meller
   
     
Chief Executive Officer (Principal Executive Officer)
     
Chief Financial Officer (Principal Accounting Officer)
 
 
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