Business Context and Reporting Period
This Form 8-K was filed by SilverSun Technologies, Inc. (not QXO, Inc.) on June 20, 2012, reporting events occurring on June 14, 2012. The filing details the entry into a Material Definitive Agreement and the completion of an asset acquisition by SWK Technologies, Inc., a wholly owned subsidiary of SilverSun.
Key Financial Metrics
The filing discloses a specific cash outflow related to the acquisition:
- Acquisition Cost: $410,005.96 paid in cash for the Acquired Assets of Hightower, Inc.
- Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these metrics as this is a transaction-specific report, not a periodic financial statement.
Material Changes
On June 14, 2012, the Company acquired assets from Hightower, Inc., which was under an Assignment for the Benefit of Creditors. The transaction involved:
- Transfer of all Acquired Assets from the Trustee-Assignee of Hightower to the Company.
- Execution of Consulting Agreements with two former Hightower shareholders, Jeffrey Rosengarden and Robert Nordin.
- Establishment of a right for the Company to offset amounts owed to the Seller or Shareholders against amounts payable under the Purchase or Consulting Agreements.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard legal disclosures regarding the agreements. The primary contingency noted is the Company's right to offset payments against liabilities owed by the Seller or Shareholders, which does not limit their liability to the Company.
Investor Verification Checklist
- Verify the exact scope and valuation of the "Acquired Assets" in the Asset Purchase Agreement (Exhibit 2.1).
- Review the terms and duration of the Consulting Agreements with Jeffrey Rosengarden and Robert Nordin (Exhibits 10.1 and 10.2).
- Confirm the financial impact of the $410,005.96 cash payment on the Company's current liquidity position.
- Check the June 18, 2012 Press Release (Exhibit 99.1) for additional strategic context regarding the acquisition.