Edgar Filing: Computer Software Innovations, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 424 (B)(3)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-129842

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus dated May 12, 2009

Computer Software Innovations, Inc.

13,252,672 SHARES OF COMMON STOCK

This Prospectus Supplement supplements the Prospectus dated May 12, 2009, as amended and supplemented, relating to the offer and sale by the selling stockholder identified in the Prospectus of up to 13,252,672 shares of common stock of Computer Software Innovations, Inc. (the “Company”).

This Prospectus Supplement includes the Company’s Form 8-K dated August 12, 2009 filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2009; and its Form 10-Q (without exhibits) dated June 30, 2009 filed with the Commission on August 12, 2009.

The information contained in the report included in this Prospectus Supplement is dated as of the date set forth in such report. This Prospectus Supplement should be read in conjunction with the Prospectus dated May 12, 2009, as supplemented on May 20, 2009, which Prospectus Supplement is to be delivered with this Prospectus Supplement. This Prospectus Supplement is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement updates and supersedes the information contained in the Prospectus dated May 12, 2009, including any supplements or amendments thereto.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 2 is August 14, 2009.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 12, 2009

COMPUTER SOFTWARE INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


000-51758		98-0216911
(Commission File Number)		(IRS Employer Identification No.)


900 East Main Street, Suite T, Easley, South Carolina		29640
(Address of principal executive offices)		(Zip Code)

(864) 855-3900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On August 12, 2009, Computer Software Innovations, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and six month periods ended June 30, 2009. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:


Exhibit Number		Description
99.1		Press Release dated August 12, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


COMPUTER SOFTWARE INNOVATIONS, INC.

By:		/s/ David B. Dechant
		David B. Dechant
		Chief Financial Officer

Dated: August 12, 2009

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release dated August 12, 2009

Exhibit 99.1

LOGO

COMPUTER SOFTWARE INNOVATIONS, INC. ANNOUNCES SECOND QUARTER

2009 FINANCIAL RESULTS

Easley, SC – (MARKET WIRE) – August 12, 2009 – Computer Software Innovations, Inc. (OTCBB: CSWI), CSI Technology Outfitters(TM) (“CSI”) today announced its financial results for the second quarter and six months ended June 30, 2009.

Financial Highlights:

•

Revenues of $13.8 Million for the Second Quarter of 2009;

•

Gross Profit of $3.3 Million for the Second Quarter of 2009;

•

Operating Income of $0.5 Million for the Second Quarter of 2009;

•

Return to profitability with estimated future cost savings of $1.0 million annually.

Financial Results:

CSI posted revenue of approximately $13.8 million for the second quarter ended June 30, 2009, down approximately $3.8 million or 22% compared to the second quarter of 2008. The revenue decrease was due to a $3.8 million or 28% decrease in technology sales primarily from decreased sales of interactive classroom and infrastructure solutions, while software sales remained relatively flat, edging up slightly.

Gross profit for the second quarter of 2009 was approximately $3.3 million, a decrease of approximately $1.4 million or 30% in comparison with the second quarter of 2008 due to the revenue decline in the technology segment coupled with a significant portion of personnel costs being fixed, and increased software costs including amortization charges for asset write-ups and lower margins from acquired operations. Operating income for the quarter was approximately $0.5 million, a decrease resulting from the lower gross profit of $1.3 million or 72% compared to operating income of $1.8 million for the same period in the prior year.

CSI posted net income for the quarter ended June 30, 2009 of approximately $0.2 million or $0.03 earnings per basic share and $0.02 earnings per diluted share, compared to net income of approximately $1.0 million and $0.21 earnings per basic share and $0.08 earnings per diluted share for the same period last year. The decrease was a result of the decrease in operating income, primarily from the decreased revenues and increased expenses for investment toward deeper penetration of CSI’s expanded geographic footprint and delay in realizing a benefit from the Version3 acquisition.

CSI posted revenue of approximately $22.7 million, a decrease of approximately $7.0 million or 24% in comparison with the first six months of 2008. This net decrease included a $7.2 million decrease in technology solutions sales, partially offset by a $0.3 million increase in software applications segment sales.

Gross profit for the first six months was approximately $5.0 million, a decrease of $2.6 million or 34% compared to 2008. The gross margin decreased from 25.8% in 2008 to 22.2% in 2009 due to the decline in the technology segment coupled with a significant portion of personnel costs being fixed. Operating loss for the first six months was approximately $0.4 million compared to operating income of $2.6 million for the same period in 2008. Net loss was $0.4 million or a loss of $0.07 per basic and diluted share as compared to net income of $1.4 million or earnings of $0.30 per basic share and $0.12 per diluted share for the same period in 2008.

Nancy Hedrick, CEO of CSI stated, “We are pleased that we were able to return to profitability in Q2 2009. While our public sector clients continue to face budget constraints over prior years, we have seen sales activity improve in Q2 and early Q3. And we continue to closely monitor our fixed costs to mirror our revenue. We began the implementation of cost reduction efforts projected to save approximately $1.0 million (net of tax) annually. As in prior quarters, our team has stepped up and met the challenges of the current economy.”

Page 1 of 9

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) decreased $1.2 million to $1.1 million for the quarter ended June 30, 2009, and decreased $2.8 million to $0.8 million for the six months ended June 30, 2009. The decrease in EBITDA was primarily due to the decrease in net income over the prior year after reductions of the related tax effects of those decreases in net income. (EBITDA is a non-GAAP financial measure. See reconciliation to GAAP measure net income (loss) which follows below.)

Conference Call Reminder for Today

The Company will host a conference call today, Wednesday, August 12, 2009 at 4:15 Eastern Time to discuss the Company’s financial and operational results for second quarter 2009, which ended June 30, 2009.

Conference Call Details

Date: Wednesday, August 12, 2009

Time: 4:15 p.m. (EST)

Dial-in Number: 1-877-941-8609

International Dial-in Number: 1-480-629-9813

It is recommended that participants phone-in approximately 5 to 10 minutes prior to the start of the 4:15 p.m. call. A replay of the conference call will be available approximately 3 hours after the completion of the call for 30 days, until September 11, 2009. To listen to the replay, dial 1-800-406-7325 if calling within the U.S., 1-303-590-3030 if calling internationally and enter the pass code 4121601.

The call is also being webcast and may be accessed at CSI’s website at www.csioutfitters.com. The webcast will be archived and accessible until September 11, 2009 on the Company website.

About Computer Software Innovations, Inc.

CSI provides software and technology solutions to public sector markets. The 21^st Century School solution has established the company as a major technology provider to the southeast education market. The 21^st Century School is a seamless integration of instruction, collaboration, and network solutions that has been a significant factor in doubling company revenue in the past three years to over $58 million and increasing education revenue to approximately 90% of total revenue. The CSI solution portfolio encompasses proprietary accounting software specialized for the public sector, lesson planning and identity lifecycle management software, SharePoint development, network infrastructure and end device solutions, IP telephony and IP convergence applications, network management solutions and services, and interactive classroom technologies. More information about CSI (OTCBB: CSWI.OB) is available at www.csioutfitters.com.

Financial Tables to Follow

Page 2 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


*(Amounts in thousands, except per share data)*	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
REVENUES
Software applications segment	$	3,816		$	3,807		$	7,137		$	6,864
Technology solutions segment		9,957			13,744			15,513			22,750

Net sales and service revenue		13,773			17,551			22,650			29,614

COST OF SALES
Software applications segment
Cost of sales, excluding depreciation, amortization and capitalization		2,100			1,985			4,225			3,651
Depreciation		29			27			58			52
Amortization of capitalized software costs		377			314			735			598
Capitalization of software costs		(214	)		(203	)		(462	)		(500	)

Total Software applications segment cost of sales		2,292			2,123			4,556			3,801


Technology solutions segment
Cost of sales, excluding depreciation		8,202			10,771			13,008			18,103
Depreciation		27			30			53			59

Total Technology solutions segment cost of sales		8,229			10,801			13,061			18,162

Total cost of sales		10,521			12,924			17,617			21,963

Gross profit		3,252			4,627			5,033			7,651

OPERATING EXPENSES
Research and development		76			—			167			—
Selling costs		1,211			1,143			2,444			2,004
Marketing costs		140			158			295			197
Stock based (non-employee wage) compensation		106			5			108			9
Acquisition costs		2			9			2			33
Professional and legal compliance costs		150			138			245			234
Depreciation and amortization		159			122			323			228
Other general and administrative expenses		907			1,236			1,834			2,306

Total operating expenses		2,751			2,811			5,418			5,011

Operating income (loss)		501			1,816			(385	)		2,640

OTHER INCOME (EXPENSE)
Interest expense		(94	)		(131	)		(207	)		(263	)
Loss on disposal of property and equipment		—			—			(4	)		—

Net other income (expense)		(94	)		(131	)		(211	)		(263	)

Income (loss) before income tax expense (benefit)		407			1,685			(596	)		2,377
INCOME TAX EXPENSE (BENEFIT)		192			674			(161	)		938

NET INCOME (LOSS)	$	215		$	1,011		$	(435	)	$	1,439


BASIC EARNINGS (LOSS) PER SHARE	$	0.03		$	0.21		$	(0.07	)	$	0.30


DILUTED EARNINGS (LOSS) PER SHARE	$	0.02		$	0.08		$	(0.07	)	$	0.12


WEIGHTED AVERAGE SHARES OUTSTANDING:
– Basic		6,386			4,908			6,384			4,804


– Diluted		14,095			12,367			6,384			12,263

Page 3 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS


*(Amounts in thousands)*	June 30, 2009 (Unaudited)			December 31, 2008
*ASSETS*
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—

Accounts receivable, net		10,821			13,862

Inventories		4,598			1,552

Prepaid expenses		242			98

Taxes receivable		336			223


Total current assets		15,997			15,735


PROPERTY AND EQUIPMENT, net		821			898

COMPUTER SOFTWARE COSTS, net		2,754			3,001

GOODWILL		2,431			2,431

OTHER INTANGIBLE ASSETS, net		2,794			2,970


Total assets	$	24,797		$	25,035


*LIABILITIES AND SHAREHOLDERS’ EQUITY*
CURRENT LIABILITIES
Accounts payable	$	5,918		$	3,644

Deferred revenue		7,887			6,696

Deferred tax liability		439			421

Bank line of credit		2,811			—

Current portion of notes payable		465			447

Subordinated notes payable to shareholders		1,750			1,950


Total current liabilities		19,270			13,158

LONG-TERM DEFERRED TAX LIABILITY, net		157			329

NOTES PAYABLE, less current portion		271			515

BANK LINE OF CREDIT		—			5,634


Total liabilities		19,698			19,636


SHAREHOLDERS’ EQUITY

Preferred stock—$0.001 par value; 15,000 shares authorized; 6,740 shares issued and outstanding		7			7

Common stock—$0.001 par value; 40,000 shares authorized; 6,396 shares issued and outstanding		6			6

Additional paid-in capital		9,014			8,884

Accumulated deficit		(3,878	)		(3,443	)

Unearned stock compensation		(50	)		(55	)


Total shareholders’ equity		5,099			5,399


Total liabilities and shareholders’ equity	$	24,797		$	25,035

Page 4 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)


*(Amounts in thousands)*	Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit			Unearned Stock Compensation			Total
Balances at December 31, 2008	$	6	$	7	$	8,884	$	(3,443	)	$	(55	)	$	5,399
Issuance of stock options		—		—		26		—			(26	)		—
Issuance of common stock		—		—		10		—			—			10
Issuance of warrants		—		—		94		—			—			94
Stock based compensation		—		—		—		—			31			31
Net loss for the six months ended June 30, 2009		—		—		—		(435	)		—			(435	)

Balances at June 30, 2009	$	6	$	7	$	9,014	$	(3,878	)	$	(50	)	$	5,099

Page 5 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


*(Amounts in thousands)*	Six Months Ended
	June 30, 2009			June 30, 2008
OPERATING ACTIVITIES
Net (loss) income	$	(435	)	$	1,439
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities
Depreciation and amortization		1,169			937
Stock compensation expense, net		134			46

Deferred income tax expense		(154	)		(19	)
Loss on disposal of fixed assets		4			—
Changes in deferred and accrued amounts
Accounts receivable		3,041			(4,724	)
Inventories		(3,046	)		(2,074	)
Prepaid expenses		(144	)		(109	)
Accounts payable		2,274			2,524
Deferred revenue		1,191			1,193
Income taxes receivable/payable		(113	)		518

Net cash provided by (used for) operating activities		3,921			(269	)


INVESTING ACTIVITIES
Purchases of property and equipment		(185	)		(328	)
Capitalization of computer software		(487	)		(575	)
Payment for acquisitions		—			(1,348	)

Net cash used for investing activities		(672	)		(2,251	)


FINANCING ACTIVITIES
Net (repayments) borrowings under line of credit		(2,823	)		2,958
Repayments of notes payable		(426	)		(438	)

Net cash (used for) provided by financing activities		(3,249	)		2,520


Net change in cash and cash equivalents		—			—
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	301		$	342
Income Taxes	$	107		$	440

Page 6 of 9

Non-GAAP Financial Measure: Explanation and Reconciliation of EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP financial measure used by management, lenders and certain investors as a supplemental measure in the evaluation of some aspects of a corporation’s financial position and core operating performance. Investors sometimes use EBITDA as it allows for some level of comparability of profitability trends between those businesses differing as to capital structure and capital intensity by removing the impacts of depreciation and amortization. EBITDA also does not include changes in major working capital items such as receivables, inventory and payables, which can also indicate a significant need for, or source of, cash. Since decisions regarding capital investment and financing and changes in working capital components can have a significant impact on cash flow, EBITDA is not a good indicator of a business’s cash flows. We use EBITDA for evaluating the relative underlying performance of the Company’s core operations and for planning purposes, including a review of this indicator and discussion of potential targets in the preparation of annual operating budgets. We calculate EBITDA by adjusting net income or loss to exclude net interest expense, income tax expense or benefit, depreciation and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization” and the acronym “EBITDA.”

EBITDA is presented as additional information because management believes it to be a useful supplemental analytic measure of financial performance of our core business, and as it is frequently requested by sophisticated investors. However, management recognizes it is no substitute for GAAP measures and should not be relied upon as an indicator of financial performance separate from GAAP measures (as discussed further below).

“Adjusted EBITDA or “Financing EBITDA” is a non-GAAP financial measure used in our calculation and determination of compliance with debt covenants related to our bank credit facilities. Adjusted EBITDA is also used as a representation as to how EBITDA might be adjusted by potential lenders for financing decisions and our ability to service debt. However, such decisions would not exclude those other items impacting cash flow which are excluded from EBITDA, as noted above. Adjusted EBITDA is defined as net income or loss adjusted for net interest expense, income tax expense or benefit, depreciation, amortization, and also certain additional items allowed to be excluded from our debt covenant calculation including other non-cash items such as operating non-cash compensation expense (such as stock-based compensation), and the Company’s initial reorganization or restructuring related costs, unrealized gain or loss on financial instrument (non-cash related) and gain or loss on the disposal of fixed assets. While we evaluate the Company’s performance against debt covenants on this basis, investors should not presume the excluded items to be one-time costs. If the Company were to enter into additional capital transactions, for example, in connection with a significant acquisition or merger, similar costs could reoccur. In addition, the ongoing impact of those costs would be considered in, and potential financings based on, projections of future operating performance which would include the impact of financing such costs.

We believe the presentation of Adjusted EBITDA is important as an indicator of our ability to obtain additional financing for the business, not only for working capital purposes, but particularly as acquisitions are anticipated as a part of our growth strategy. Accordingly, a significant part of our success may rely on our ability to finance acquisitions.

When evaluating EBITDA and Adjusted EBITDA, investors should consider, among other things, increasing and decreasing trends in both measures and how they compare to levels of debt and interest expense, ongoing investing activities, other financing activities and changes in working capital needs. Moreover, these measures should not be construed as alternatives to net income (as an indicator of operating performance) or cash flows (as a measure of liquidity) as determined in accordance with GAAP.

While some investors use EBITDA to compare between companies with different investment and capital structures, all companies do not calculate EBITDA or Adjusted EBITDA in the same manner. Accordingly, the EBITDA and Adjusted EBITDA measures presented below may not be comparable to similarly titled measures of other companies.

Page 7 of 9

A reconciliation of Net Income reported under GAAP to EBITDA and Adjusted (Financing) EBITDA is provided below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
Reconciliation of net income (loss) per GAAP to EBITDA and Adjusted (Financing) EBITDA:
Net income (loss) per GAAP	$	215	$	1,011	$	(435	)	$	1,439
Adjustments:
Income tax expense (benefit)		192		674		(161	)		938
Interest expense, net		94		131		207			263
Depreciation and amortization of property and equipment and intangible assets (excluding Software development)		215		179		434			339
Amortization of software development costs		377		314		735			598

EBITDA	$	1,093	$	2,309	$	780		$	3,577

Adjustments to EBITDA to exclude those items excluded in loan covenant calculations:
Stock based compensation (non-cash portion)		106		5		108			9

Adjusted (Financing) EBITDA	$	1,199	$	2,314	$	888		$	3,586

Forward-Looking and Cautionary Statements

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Among other things, these statements relate to our financial condition, results of operations and future business plans, operations, opportunities and prospects. In addition, we and our representatives may from time to time make written or oral forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in our reports to stockholders. These forward-looking statements are generally identified by the words or phrases “may,” “could,” “should,” “expect,” “anticipate,” “plan,” “believe,” “seek,” “estimate,” “predict,” “project” or words of similar import. These forward-looking statements are based upon our current knowledge and assumptions about future events and involve risks and uncertainties that could cause our actual results, performance or achievements to be materially different from any anticipated results, prospects, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date that we make them. We do not undertake to update any forward-looking statement that may be made from time to time by or on our behalf.

In our most recent Form 10-K, we have included risk factors and uncertainties that might cause differences between anticipated and actual future results. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. The operations and results of our software and systems integration businesses also may be subject to the effects of other risks and uncertainties, including, but not limited to:

•

a reduction in anticipated sales;

•

an inability to perform customer contracts at anticipated cost levels;

•

our ability to otherwise meet the operating goals established by our business plan;

•

market acceptance of our new software, technology and services offerings;

•

an economic downturn; and

•

changes in the competitive marketplace and/or customer requirements.

Page 8 of 9

Contacts:

Company Contact: David Dechant

Computer Software Innovations, Inc.

(864) 855-3900

ddechant@csioutfitters.com

Investor Contact: Daniel Conway

DC Consulting, LLC

(407)792-3332

Daniel@dcconsultingllc.com

Page 9 of 9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2009

¨	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: 000-51758

COMPUTER SOFTWARE INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware		98-0216911
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

900 East Main Street, Suite T, Easley, South Carolina		29640
(Address of principal executive offices)		(Zip Code)

(864) 855-3900

(Registrant’s telephone number, including area code)

[None]

(Former name, former address and former fiscal year, if changed since last report)

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 ¨ No ¨

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at August 10, 2009
Common Stock, $0.001 par value per share		7,196,204 shares

COMPUTER SOFTWARE INNOVATIONS, INC.

TABLE OF CONTENTS


		PAGE NUMBER

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2009 and 2008		3
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008		4
Consolidated Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2009		5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008		6
Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4T.	Controls and Procedures	47
PART II - OTHER INFORMATION		48
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Submission of Matters to a Vote of Security Holders	48
Item 5.	Other Information	48
Item 6.	Exhibits	49
SIGNATURES		50
EXHIBIT INDEX		51

PART I – FINANCIAL INFORMATION

Item 1. – Financial Statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


*(Amounts in thousands, except per share data)*	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
REVENUES
Software applications segment	$	3,816		$	3,807		$	7,137		$	6,864
Technology solutions segment		9,957			13,744			15,513			22,750

Net sales and service revenue		13,773			17,551			22,650			29,614

COST OF SALES
Software applications segment
Cost of sales, excluding depreciation, amortization and capitalization		2,100			1,985			4,225			3,651
Depreciation		29			27			58			52
Amortization of capitalized software costs		377			314			735			598
Capitalization of software costs		(214	)		(203	)		(462	)		(500	)

Total Software applications segment cost of sales		2,292			2,123			4,556			3,801


Technology solutions segment
Cost of sales, excluding depreciation		8,202			10,771			13,008			18,103
Depreciation		27			30			53			59

Total Technology solutions segment cost of sales		8,229			10,801			13,061			18,162

Total cost of sales		10,521			12,924			17,617			21,963

Gross profit		3,252			4,627			5,033			7,651

OPERATING EXPENSES
Research and development		76			—			167			—
Selling costs		1,211			1,143			2,444			2,004
Marketing costs		140			158			295			197
Stock based (non-employee wage) compensation		106			5			108			9
Acquisition costs		2			9			2			33
Professional and legal compliance costs		150			138			245			234
Depreciation and amortization		159			122			323			228
Other general and administrative expenses		907			1,236			1,834			2,306

Total operating expenses		2,751			2,811			5,418			5,011

Operating income (loss)		501			1,816			(385	)		2,640

OTHER INCOME (EXPENSE)

Interest expense		(94	)		(131	)		(207	)		(263	)
Loss on disposal of property and equipment		—			—			(4	)		—

Net other income (expense)		(94	)		(131	)		(211	)		(263	)

Income (loss) before income tax expense (benefit)		407			1,685			(596	)		2,377
INCOME TAX EXPENSE (BENEFIT)		192			674			(161	)		938

NET INCOME (LOSS)	$	215		$	1,011		$	(435	)	$	1,439

BASIC EARNINGS (LOSS) PER SHARE	$	0.03		$	0.21		$	(0.07	)	$	0.30

DILUTED EARNINGS (LOSS) PER SHARE	$	0.02		$	0.08		$	(0.07	)	$	0.12

WEIGHTED AVERAGE SHARES OUTSTANDING:
– Basic		6,386			4,908			6,384			4,804

– Diluted		14,095			12,367			6,384			12,263

The accompanying notes are an integral part of these financial statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS


*(Amounts in thousands)*	June 30, 2009 (Unaudited)			December 31, 2008
*ASSETS*
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—
Accounts receivable, net		10,821			13,862
Inventories		4,598			1,552
Prepaid expenses		242			98
Taxes receivable		336			223

Total current assets		15,997			15,735

PROPERTY AND EQUIPMENT, net		821			898
COMPUTER SOFTWARE COSTS, net		2,754			3,001
GOODWILL		2,431			2,431
OTHER INTANGIBLE ASSETS, net		2,794			2,970

Total assets	$	24,797		$	25,035


*LIABILITIES AND SHAREHOLDERS’ EQUITY*
CURRENT LIABILITIES
Accounts payable	$	5,918		$	3,644
Deferred revenue		7,887			6,696
Deferred tax liability		439			421
Bank line of credit		2,811			—
Current portion of notes payable		465			447
Subordinated notes payable to shareholders		1,750			1,950

Total current liabilities		19,270			13,158


LONG-TERM DEFERRED TAX LIABILITY, net		157			329
NOTES PAYABLE, less current portion		271			515
BANK LINE OF CREDIT		—			5,634

Total liabilities		19,698			19,636


SHAREHOLDERS’ EQUITY
Preferred stock - $0.001 par value; 15,000 shares authorized; 6,740 shares issued and outstanding		7			7
Common stock - $0.001 par value; 40,000 shares authorized; 6,396 shares issued and outstanding		6			6
Additional paid-in capital		9,014			8,884
Accumulated deficit		(3,878	)		(3,443	)
Unearned stock compensation		(50	)		(55	)

Total shareholders’ equity		5,099			5,399

Total liabilities and shareholders’ equity	$	24,797		$	25,035

The accompanying notes are an integral part of these financial statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)


*(Amounts in thousands)*	Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit			Unearned Stock Compensation			Total
Balances at December 31, 2008	$	6	$	7	$	8,884	$	(3,443	)	$	(55	)	$	5,399
Issuance of stock options		—		—		26		—			(26	)		—
Issuance of common stock		—		—		10		—			—			10
Issuance of warrants		—		—		94		—			—			94
Stock based compensation		—		—		—		—			31			31
Net loss for the six months ended June 30, 2009		—		—		—		(435	)		—			(435	)

Balances at June 30, 2009	$	6	$	7	$	9,014	$	(3,878	)	$	(50	)	$	5,099

The accompanying notes are an integral part of these financial statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


*(Amounts in thousands)*	Six Months Ended
	June 30, 2009			June 30, 2008
OPERATING ACTIVITIES
Net (loss) income	$	(435	)	$	1,439
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities
Depreciation and amortization		1,169			937
Stock compensation expense, net		134			46
Deferred income tax expense		(154	)		(19	)
Loss on disposal of fixed assets		4			—
Changes in deferred and accrued amounts
Accounts receivable		3,041			(4,724	)
Inventories		(3,046	)		(2,074	)
Prepaid expenses		(144	)		(109	)
Accounts payable		2,274			2,524
Deferred revenue		1,191			1,193
Income taxes receivable/payable		(113	)		518

Net cash provided by (used for) operating activities		3,921			(269	)


INVESTING ACTIVITIES
Purchases of property and equipment		(185	)		(328	)
Capitalization of computer software		(487	)		(575	)
Payment for acquisitions		—			(1,348	)

Net cash used for investing activities		(672	)		(2,251	)


FINANCING ACTIVITIES
Net (repayments) borrowings under line of credit		(2,823	)		2,958
Repayments of notes payable		(426	)		(438	)

Net cash (used for) provided by financing activities		(3,249	)		2,520


Net change in cash and cash equivalents		—			—
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	301		$	342
Income Taxes	$	107		$	440

The accompanying notes are an integral part of these financial statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Amounts in thousands, except where specifically stated)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

Organization

Computer Software Innovations, Inc. (formerly VerticalBuyer, Inc.) (the “Company”, “CSI” or “we”), a Delaware corporation, was incorporated on September 24, 1999. The Company currently trades in the over the counter market and is reported on the OTC Bulletin Board under the symbol “CSWI.OB.”

In the first quarter of 2005, we concluded a series of recapitalization transactions which began January 31, 2005 with a change in control due to the purchase of a majority of our common stock by Computer Software Innovations, Inc., a South Carolina corporation (“CSI – South Carolina”). These transactions culminated on February 11, 2005 with the merger of CSI – South Carolina into us (“reverse merger”), our issuance of preferred stock, common stock, warrants and certain subordinated notes, and the change of our name to “Computer Software Innovations, Inc.”

Description of business

The Company is engaged in the business of development and sales of internally developed software, sales and distribution of computers, network and communications hardware and accessories, as well as interactive collaborative classroom technologies and other hardware–based solutions.

The Company’s internally developed software consists of fund accounting based financial management software, standards-based lesson planning software and solutions that facilitate single sign-on application access management provisioning based on Microsoft’s Identity Lifecycle Management and Microsoft SharePoint deployments. The Company’s primary software product, fund accounting based financial management software, is developed for those entities that track expenditures and investments by “fund,” or by source and purpose of the funding. The fund accounting software is used primarily by public sector and not-for-profit entities. The Company’s standards-based lesson planning software is designed to allow teachers to create lesson plans that are tied to a state’s curriculum standards. These lesson plans may be reviewed by administrators and a report generated to determine the standards that have been met or need to be met. The lesson plans can be stored, shared, and retrieved for collaboration, editing and future use. The Company’s solutions for single sign-on application access management provide the ability to eliminate the need for users to sign on to every application separately (thereby allowing “single sign-on”) and provides for other efficiencies related to setting-up and controlling user access.

In connection with its hardware-based solutions, the Company provides a wide range of technology products and services including hardware and design, engineering, installation, training and ongoing support and maintenance. Technology solutions include computers, networking, security, internet protocol (IP) telephony, interactive whiteboard solutions and integrated accessories, distance learning and video communication. The Company currently markets its products and services primarily to a wide variety of education and local government agencies, and not-for-profit entities in the southeastern United States. The majority of the Company’s business is with K-12 (kindergarten through grade 12) public education and local government entities.

Basis of presentation

The consolidated financial statements include CSI Technology Resources, Inc., a wholly-owned subsidiary. CSI Technology Resources, Inc. was acquired by CSI on May 1, 2000 and became the Technology solutions segment of CSI. This subsidiary no longer has any significant operations or separate accounting, as all activities are now accounted for within CSI, except that certain vendor contracts are still in the name of CSI Technology Resources, Inc. At a future date, the name on these contracts may be converted and the subsidiary deactivated, subject to a review of any tax or legal implications. As the Company files a consolidated tax return and has been accounting for all activities through the parent, there should be no financial or tax implications related to the formal procedures which would be undertaken to deactivate the subsidiary. Intercompany balances and transactions have been eliminated. The Company uses the accrual basis of accounting.

Use of estimates

The accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”). GAAP requires us to make estimates, assumptions and judgments

and to rely on projections of future results of operations and cash flows. Those estimates, assumptions, judgments and projections are an integral part of the financial statements. We base our estimates and assumptions on historical data and other assumptions, which include knowledge and experience with regard to past and current events and assumptions about future events that we believe are reasonable under the circumstances. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities in our financial statements. In addition, they affect the reported amounts of revenues and expenses during the reporting period.

Our judgments are based on our assessment as to the effect certain estimates, assumptions of future trends or events may have on the financial condition and results of operations reported in our financial statements. Actual results could differ materially from these estimates, assumptions, projections and judgments.

The interim consolidated balance sheet and the related consolidated statements of operations, changes in shareholders’ equity and cash flows are unaudited. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the interim financial statements have been made. The results of the three and six month period ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements, critical accounting policies, significant accounting policies and the notes to the consolidated financial statements included in our most recent Annual Report on Form 10-K.

Certain prior period amounts have been reclassified to conform to the current presentation.

Recent accounting pronouncements

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162” (“SFAS No. 168”). SFAS No. 168 establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative U.S. generally accepted accounting principles (“U.S. GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS No. 168 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. When effective, the Codification will supersede all existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification. The Company does not expect the adoption of SFAS No. 168 to have a material impact on the Company’s consolidated financial statements. The Company is currently evaluating the impact the Codification will have on its consolidated financial statements, and plans to be in full compliance with the Codification by the effective date of September 15, 2009.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 amends FIN 46(R), “Consolidation of Variable Interest Entities (revised December 2003)—an interpretation of ARB No. 51” to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as one with the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the variable interest. SFAS No. 167 will be effective as of the beginning of the annual reporting period commencing after November 15, 2009. The Company is not currently involved with any variable interest entities, and thus does not expect SFAS No. 167 to have a material effect of the preparation of its financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” SFAS No. 166 eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. SFAS No. 166 will be effective for transfers of financial assets in annual reporting periods beginning after November 15, 2009. The Company does not expect an impact from the adoption of SFAS No. 166 on its financial statements as it has not participated in transactions governed by SFAS No. 166.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” SFAS No. 165 establishes the standards for accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or are available to be issued. The statement sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. The statement also identifies the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009, and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

In April 2009, the FASB issued FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction. Clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. Eliminates the proposed presumption that all transactions are distressed (not orderly) unless proven otherwise. The FSP instead requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. Includes an example that provides additional explanation on estimating fair value when the market activity for an asset has declined significantly. Requires an entity to disclose a change in valuation technique (and the related inputs) resulting from the application of the FSP and to quantify its effects, if practicable. Applies to all fair value measurements when appropriate. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

In April 2009, The FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP (1) changes existing guidance for determining whether an impairment is other than temporary to debt securities. (2) Replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. (3) Incorporates examples of factors from existing literature that should be considered in determining whether a debt security is other-than-temporarily impaired. (4) Requires that an entity recognize noncredit losses on held-to-maturity debt securities in other comprehensive income and amortize that amount over the remaining life of the security in a prospective manner by offsetting the recorded value of the asset unless the security is subsequently sold or there are additional credit losses. (5) Requires an entity to present the total other-than-temporary impairment in the statement of earnings with an offset for the amount recognized in other comprehensive income. And (5) When adopting FSP FAS 115-2 and FAS 124-2, an entity is required to record a cumulative-effect adjustment as of the beginning of the period of adoption to reclassify the noncredit component of a previously recognized other-temporary impairment from retained earnings to accumulated other comprehensive income if the entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual periods ending after June 15, 2009, and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

In April 2009, The FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. Under this FSP, a publicly traded company shall include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by Statement 107. FSP 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009, and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

estimate of the range of outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB decided to require that entities include only the disclosures required by Statement 5 and that those disclosures be included in the business combination footnote. (3) Require that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with Statement 141R. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (i.e., January 1, 2009 for a calendar year-end company). and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 2 – EARNINGS PER SHARE

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common stock shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common and potential common shares outstanding, including common stock held in escrow, during the period following application of the treasury stock method. The table below presents the weighted average shares outstanding for the three and six month periods ended June 30, 2009 and 2008, both prior to and after application of the treasury stock method.


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2009	2008	2009	2008
Weighted Average Shares Outstanding Prior to Application of the Treasury Stock Method
Common stock (excluding shares held in escrow)	6,386	4,908	6,384	4,804
Common stock held in escrow	800	—	800	—
Preferred stock	6,740	6,860	6,940	6,860
Warrants	6,263	6,164	6,213	6,164
Options	426	382	406	379

Total Weighted Average Shares Outstanding	20,615	18,314	20,743	18,207


Weighted Average Shares Outstanding After Application of the Treasury Stock Method
Common stock (excluding shares held in escrow)	6,386	4,908	6,384	4,804
Common stock held in escrow	800	—	800	—
Preferred stock	6,740	6,860	6,940	6,860
Warrants	—	408	—	408
Options	169	191	169	191

Total Weighted Average Shares Outstanding –treasury stock method	14,095	12,367	14,293	12,263

The potential common shares, including common stock held in escrow, were used in the calculation of diluted earnings per share for the three and six months ended June 30, 2009 and 2008. The potential common shares were not used in the calculation of diluted loss per share for the six months ended June 30, 2009, as the effect is anti-dilutive due to the net loss reported for the period.

NOTE 3 – ACQUISITIONS

Acquisition of ICS Systems, Inc.

On March 31, 2008, CSI consummated the acquisition, effective April 1, 2008, of substantially all the assets and business operations of ICS. The total purchase price was $1,370 in cash offset by $50 of liabilities, and the issuance by the Company of 209 shares of the Company’s common stock. We operate ICS as a separate office from which we continue to support the existing product and expand opportunities and sales into surrounding areas. We also integrate the unique features of ICS software into our products over time, and plan to use ICS personnel to assist with these efforts and future product development needs.

The acquisition was effectuated pursuant to an Asset Purchase Agreement with ICS and Michael Byers, its sole shareholder. The assets acquired included: certain account receivables; work in progress; all furniture, fixtures, machinery, equipment and supplies; and all software and intellectual property rights. The cash portion of the consideration was substantially funded by draw under the Company’s revolving credit facility with RBC Bank (USA).

In connection with the asset purchase transaction described in the Asset Purchase Agreement, the Company entered into a Lease with Byers Properties, L.L.C. for the lease by the Company of the former facilities of ICS. Byers Properties is controlled by Michael Byers, who is the sole shareholder of ICS. The term of the Lease begins April 1, 2008 and runs for a period of three years through March 2011. The Lease calls for annual rent of $80, payable monthly. The leased property consists of a single-story brick building located on 2.57 acres in Triangle Industrial Park at 8518 Triad Drive, Colfax, North Carolina. The building comprises 7,207 square feet, with approximately 300 square feet being warehouse space.

ICS, located in Colfax, North Carolina (near Greensboro) is a developer, provider and consultant with respect to fund accounting and billing software. Its primary focus is municipalities located in North Carolina. ICS provides CSI with an immediate customer base geographically contiguous with that of CSI, and its North Carolina office provides a launching point for continued expansion into areas north along the eastern seaboard. The acquisition also provides CSI strategic advantages, including valuable market experience and deeper penetration into the local government market.

Acquisition of Version3, Inc.

On August 12, 2008, CSI consummated the acquisition, effective August 14, 2008, of substantially all the assets and business operations of Version3. Version3, based out of Columbia, South Carolina, is a developer, provider and consultant with respect to solutions that facilitate single sign-on application access management provisioning based on Microsoft’s Identity Lifecycle Management and Microsoft SharePoint deployments. While Version3 solutions are not solely designed for the education market segment, many recent projects have been directed to K-12 and higher education. Prior to the acquisition, CSI was a reseller of Version3 solutions. We anticipate, by joining forces with Version3, that synergies will be achieved to expand sales efforts, enhance delivery efficiencies, and allow increased focus on new product development and enhancements to existing solutions. We believe Version3’s solutions are more easily scalable to a national level than the Software applications segment’s other major proprietary applications, fund accounting solutions, with many solutions having reduced or no integration requirements, depending on the venue, with local or state reporting. Version3 has provided solutions both within and outside our eight-state footprint prior to the acquisition.

In the purchase, we issued 2,153 shares of common stock, paid down a note of approximately $233, and received $89 for assumed liabilities for deferred revenue. Of the 2,153 shares issued, 800 shares were placed in escrow for release in the event Version3 achieves certain revenue and EBITDA targets over the next three years following the closing and subject to forfeiture if such targets are not achieved. The calculated purchase price, including share values based on the latest closing price on the date of acquisition, liabilities assumed and capitalized expenses aggregated approximately $1.5 million. If performance targets are reached the total value paid will include an addition $0.7 million related to the 800 shares held in escrow. The share amount was negotiated with a goal of eliminating dilution within the first year following the acquisition based on projected earnings performance before the impact of non-cash items (such as the amortization of values allocated to amortizable intangible assets) and also considered equalizing the basis for valuations of both CSI and Version3 using multiples of revenues and EBITDA (or Earnings (Net Income), Before Interest, Taxes, Depreciation and Amortization) for acquisition transactions occurring within the past 12 months based on third party data. In the fiscal years 2009, 2010 and 2011, upon the achievement of revenue targets of $2.5 million, $5.0 million and $7.0 million and EBITDA targets of $0.7 million, $1.5 million and $2.1 million, 300, 300, and 200 shares would be released from escrow, respectively.

We will run Version3 as a separate office of the Company from its Columbia location. We will continue to support the existing product and expand opportunities and sales through this office.

The acquisition was effectuated pursuant to an Agreement and Plan of Reorganization with Version3 and its shareholders, including key employees, who have entered into employment agreements and will continue in management, product development and selling roles following the acquisition. The assets acquired included: certain account receivables; work in progress; all furniture, fixtures, machinery, equipment and supplies; and all software and intellectual property rights. The cash portion of costs related to the acquisition was substantially funded by draws under the Company’s revolving credit facility with RBC Bank (USA).

NOTE 4 – STOCK-BASED COMPENSATION

The Company has a stock based compensation plan, the 2005 Incentive Compensation Plan. The Company accounts for stock based compensation using the fair value method prescribed in SFAS No. 123R, “Share-Based Payment,” and related interpretations, which the Company adopted in 2006 using the modified prospective method. The Company utilizes the Black-Scholes model to estimate the fair value of options granted.

In 2005, the Company assumed the stock based employee compensation plan of CSI – South Carolina as a result of the reverse merger. The Company granted options to purchase 70 shares of common stock under the 2005 Incentive Compensation Plan in the first quarter of 2007 at an exercise price of $0.85 per share, as a result of the McAleer acquisition which closed on January 2, 2007, and in November 2007 granted options to purchase an additional 100 shares to key employees. In the first quarter of 2008 the Company granted options to purchase an additional 20 to other employees. In April 2009 the Company granted options to purchase an additional 50 shares to its Chief Executive Officer, (in lieu of a portion of a salary adjustment in connection with the renewal of her executive employment agreement. Commitments under executive agreements are discussed further under Executive Officer Employment Agreements in NOTE 7 – COMMITMENTS CONTINGENCIES, AND SUBSEQUENT EVENTS). The fair value of stock-based compensation was estimated at the grant date for each issuance using the Black-Scholes option-pricing model. For further information and discussion related to the weighted average assumptions used in the option pricing model please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Assumptions used in calculation of fair value


	For the Six Months Ended June 30,
	2009		2008
Expected term (in years)	7		7
Expected volatility	142	%	123	%
Expected dividend yield	0.0	%	0.0	%
Risk-free interest rate	2.5	%	3.6	%

Stock options


Detail	Number of Options	Weighted Average Exercise Price		Expiration
Options assumed in reverse merger	268	$	0.12	November 1, 2012
Options granted in McAleer acquisition	70	$	0.85	January 2, 2017
Options granted to key employees	100	$	1.42	November 9, 2017
Options granted to other employees	10	$	1.09	May 28, 2018
Options granted to key employees	50	$	0.70	April 17, 2019

The following table summarizes option activity under the plans for the first six months of 2009:


Stock Options	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2008	385	$	0.60	5.80	$	(79	)
Granted	50	$	0.70
Cancelled	—		—
Exercised	—		—
Forfeited/expired	—		—

Outstanding at June 30, 2009	435	$	0.63	6.04	$	28

Exercisable at June 30, 2009	288	$	0.40	4.66	$	84

The aggregate intrinsic value represents the difference between the Company’s closing stock price of $0.69 as of June 30, 2009 and the exercise price multiplied by the number of options outstanding as of that date.

As of June 30, 2009 there remained $50 of unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of approximately two years.

No non-employee based stock awards were granted under the plan in the first six months of 2009. Outside of the plan, the Company issued non-employee based stock awards of 15 shares of common stock and 300 common stock purchase warrants as compensation for investor relations services pursuant to the terms of a Consulting Agreement with its investor relations firm (see also NOTE 6 – PREFERRED STOCK AND RELATED WARRANTS AND RETAINED EARNINGS).

Total stock based compensation for the first six months of 2009 was $134, of which $94 related to the warrants issued to the Company’s investor relations firm, $10 related to the stock issued to the Company’s investor relations firm, $4 related to stock options granted from acquisition, and the remaining $26 is related to employee stock compensation (wage-related).

Employee stock compensation (wage related) is included in the income statement categories of cost of sales or departmental operating expense categories as appropriate. For the three months ended June 30, 2009, stock based compensation was $122, of which $94 related to the warrants issued to the Company’s investor relations firm, $10 related to the stock issued to the Company’s investor relations firm, $2 related to stock options granted from acquisition and the remaining $16 related to employee stock compensation. Total stock based compensation for the first six months of 2008 was $46, of which $9 was related to the stock options granted as a result of acquisition, and $37 was related to employee stock compensation. For the three months ended June 30, 2008, stock based compensation was $24, of which $5 related to stock options granted from acquisition and the remaining $19 related to employee stock compensation.

NOTE 5 – LONG-TERM AND SHORT-TERM DEBT, INCLUDING RELATED PARTY TRANSACTIONS, AND OFF-BALANCE SHEET INSTRUMENTS

Bank Credit Facilities

The Company maintains a line of credit facility with its bank. The terms of the facility are as follows:

•

the principal amount of the facility is $7.0 million;

•

the latest renewal was on June 30, 2008, with a maturity date of June 30, 2010;

•

permissible purposes of the funds borrowed under the revolving facility include funding short-term working capital and general corporate purposes of the Company; and

•

the definition of the borrowing base includes 50% of eligible inventory (with a maximum borrowing ability against eligible inventory of $1.0 million), in addition to 80% of eligible accounts receivable.

On September 11, 2008, the Company entered into a modification of the line of credit facility. The modification temporarily increased the credit facility from $7.0 million to $8.0 million until November 30, 2008 to support the collection cycle for increased receivables generated during the summer, the seasonal high point of CSI’s business. The modification increased availability by increasing the amount of inventory includable in the Credit Facility’s borrowing base from $1.0 million to $2.0 million.

Under our bank facility, eligible accounts receivable balances essentially include all of our trade accounts receivable except, in most cases, those accounts which are more than 90 days past due. Certain other accounts are excluded from eligibility for borrowing including: (i) accounts due from affiliates; (ii) accounts which we have determined to be of doubtful collectability; and (iii) accounts due from any one of our customers if such accounts constitute more than 20% of the total eligible accounts. The loans bore interest at LIBOR plus 2.50% (2.82%) at June 30, 2009, and LIBOR plus 2.50% (3.59%) at December 31, 2008, payable monthly.

The Company maintains an equipment term loan which has been modified and increased from time to time with a term of three to four years. The term loan is used periodically to refinance its capital expenditures initially financed through its bank credit facility and improve its availability under its bank credit facility for working capital purposes. The latest modification was November 1, 2008. Pursuant to the modification, the equipment loan was increased from $238 to $1.0 million, and bears interest at 30-day LIBOR plus 250 basis points. Principal and interest are payable in 23 consecutive monthly payments of principal and interest of $40 continuing until November 15, 2010.

The amount outstanding on the notes payable to the bank was $736 at June 30, 2009 and $962 at December 31, 2008.

Scheduled principal payments under the Company’s notes payable for the years ended are presented below:


2009	$	231
2010		505

Total Principal Payments	$	736

The loans under the revolving credit facility and the equipment facility, as well as all other obligations owed by the Company to the bank, are secured by a first priority security interest in substantially all of the Company’s assets. Also, the Company is required to comply with certain covenants, including: providing periodic financial statements to the bank, compliance with SEC reporting requirements, allowing the bank to inspect its secured assets, and the Company maintaining its assets in good operating condition and maintaining sufficient insurance. Also, the Company is required to comply with certain financial covenants. The first financial covenant is a “Debt Service Coverage Ratio,” which is measured at the end of each year. This ratio is calculated by adding certain nonrecurring special items to EBITDA (“Adjusted EBITDA”), and then dividing by current maturities of long term debt plus interest expense. For the purposes of the amended loan agreement, “EBITDA”

means the total of (i) net income from continuing operations (excluding extraordinary gains or losses), and to the extent deducted in determining net income (ii) interest expense, (iii) income taxes, and (iv) depreciation, depletion and amortization expenses. The Company is required to maintain a Debt Service Coverage Ratio of not less than 1.2 to 1.0. The second financial ratio is Funded Debt to EBITDA, which is also measured annually. A ratio of not greater than 2.5 to 1.0 is required. For the purposes of the ratio, “Funded Debt” generally means all obligations for borrowed money or for the deferred purchase price of property, and all capitalized lease obligations. Management believes the Company complied with these annual covenants at December 31, 2008.

The amended loan agreement also contains certain restrictive covenants. These include general prohibitions on: (i) disposing of property other than in the ordinary course of business; the Company changing its business; a change in control of the Company; mergers, acquisitions and the creation of new subsidiaries; the incurring of new indebtedness; the creation of new encumbrances or liens; investments, other than certain permitted investments in liquid investment grade paper; and the Company making loans, including loans to officers. Also, the amended loan agreement prohibits the Company from making any distributions (including any dividends on its common stock), or making any repurchases or redemptions of its capital stock, except to the extent there is no event of default either before or after any such distribution, repurchase or redemption. The bank may accelerate the Company’s obligations under the amended loan agreement and the related promissory notes upon an event of default under the amended loan agreement. Events of default generally include the Company failing to make payments of principal or interest when due; defaults under loan covenants, subject to periods during which the Company may cure in certain cases; the Company becoming insolvent or being subject to certain bankruptcy proceedings, subject to certain time periods; and the occurrence of a material adverse change in the Company’s business or financial condition. Upon an acceleration of the bank’s loans to the Company, the bank, among other remedies, would have recourse to substantially all of the Company’s assets through its security interest. There were $2,811 and $5,634 of outstanding draws under the facility as of June 30, 2009 and December 31, 2008, respectively.

Subordinated Notes

The Company has subordinated notes payable to shareholders with amounts outstanding totaling $1,750 at June 30, 2009, and $1,950 at December 31, 2008. Although the Company possessed adequate availability on the May 9, 2006 due date to repay the subordinated notes, management believed that cash flow from operations and remaining availability under the bank facility following such a drawdown would not be sufficient to fund ongoing working capital needs. The Company also anticipated that such a refunding of the subordinated notes with bank debt would have caused the Company to fail to comply with equity related covenants with the bank, given that the subordinated notes are treated as equity for such ratios. Accordingly, after consultation with the bank and the holders of the subordinated notes, the Company determined it was not in the best interest of all stakeholders to pay the notes at maturity, and the subordinated notes remain due and payable. We pay a default interest rate of 15%, both on the principal balance and any interest not paid quarterly. From time to time we have also deferred the payment of interest to preserve working capital. Specifically, we took this action in the first and second quarters of 2007 as a precautionary measure considering the cash requirement needed for the acquisition of the McAleer operations. Subsequently, we paid this and other interest due and no interest was in arrears as of June 30, 2009, or as of the date of this report.

Again on May 13, 2009, similar to the action taken at April 23, 2008, we and each of the holders of the subordinated notes entered into an agreement to extend the notes until August 30, 2009. In exchange for the extensions, we made a principal payment on the subordinated notes totaling $200, paid pro-rata among the note holders. Under this agreement, the Company will seek to enter into a new and separate term loan facility, preferably with its existing bank, to fund the payout of Barron, and to negotiate to restructure the notes payable to the remaining holders.

In conjunction with the Company entering into the extension with respect to the subordinated notes, it also entered into a waiver agreement (the “Waiver”) with the bank dated May 13, 2008. The bank had previously granted waivers with respect to cross-default and other provisions which may have been triggered by the payment default under the subordinated notes. The terms of the revolving credit facility with the bank restrict payments on the subordinated notes, and require the Company to obtain the bank’s written consent prior to amending any of the terms of the subordinated notes. Accordingly, pursuant to the Waiver, the bank agreed to the terms of the extension and granted waivers of any defaults relating thereto.

Off Balance Sheet Instruments

As of June 30, 2009, for the periods reported, and through the filing date, CSI had no off-balance sheet instruments except for certain operating leases discussed in Note 7.

Related Party Transactions

During the first and second quarter of 2009 the Company made interest payments to the five former shareholders of CSI – South Carolina, all of whom are significant shareholders of the Company, and four of whom are executive officers, and Barron, who owns all of the Company’s preferred shares. These interest payments were made on the subordinated notes payable associated with the reverse merger transaction which occurred in 2005, and represented an annual interest rate of 15% as of June 30, 2009. In 2009, interest payments to the five original shareholders of CSI – South Carolina totaled $107 and interest payments to Barron totaled $107.

NOTE 6 – PREFERRED STOCK AND RELATED WARRANTS AND RETAINED EARNINGS

Warrants

On February 11, 2005, pursuant to the terms of a Preferred Stock Purchase Agreement with Barron, we issued to Barron common stock purchase warrants to purchase a total of 7,218 shares of our common stock (“Barron warrants”).

Barron warrant exercises may be accomplished in one or a series of transactions, subject to a 4.9% beneficial ownership restriction. The terms and conditions of the Barron warrants are identical except with respect to the exercise price.

The Barron warrants may be exercised on a cashless basis. In such event, the Company would receive no proceeds from their exercise. So long as the Company maintains an effective registration statement for the shares underlying the Barron warrants, a Barron warrant holder is prohibited from utilizing a cashless exercise. The Company’s registration statement was declared effective on February 14, 2006 and an updating amendment was declared effective on May 12, 2009.

On May 13, 2009, pursuant to the terms of a Consulting Agreement with DC Consulting, LLC whereby DC Consulting will provide investor relations services, we issued to DC Consulting common stock purchase warrants to purchase a total of 300 shares of our common stock. Under the agreement, if at any time prior to their stated expiration date (noted below) the market price for the Company’s common stock equals or exceeds the warrant exercise price for a period of 30 days, and the warrants are not exercised, they expire. Also, unlike the Barron warrants, there is no allowance for an exercise on a cashless basis.

Activity related to the common stock purchase warrants for the three and six month periods ended June 30, 2009 and outstanding balances are as follows:

Common Stock Purchase Warrants


	Warrant A1		Warrant A2		Warrant B1		Warrant B2		DC Consulting Warrant		DC Consulting Warrant		DC Consulting Warrant
Exercise Price	$	1.3972	$	0.70	$	2.0958	$	0.85	$	0.70	$	1.00	$	1.20
Expiration Date		2/10/2010		2/10/2010		2/10/2010		2/10/2010		6/1/2011		6/1/2011		6/1/2011
Warrant related activity for the three months ended June 30, 2009
	Warrant A1		Warrant A2		Warrant B1		Warrant B2		DC Consulting Warrant		DC Consulting Warrant		DC Consulting Warrant
Outstanding at March 31, 2008		2,000		555		2,000		1,609		—		—		—
Issued – three months ended June 30, 2009		—		—		—		—		100		100		100
Exercised – three months ended June 30, 2009		—		—		—		—		—		—		—

Outstanding at June 30, 2009		2,000		555		2,000		1,609		100		100		100

Warrant related activity for the six months ended June 30, 2009
	Warrant A1		Warrant A2		Warrant B1		Warrant B2		DC Consulting Warrant		DC Consulting Warrant		DC Consulting Warrant
Outstanding at December 31, 2008		2,000		555		2,000		1,609		—		—		—
Issued – six months ended June 30, 2009		—		—		—		—		100		100		100
Exercised – six months ended June 30, 2009		—		—		—		—		—		—		—

Outstanding at June 30, 2009		2,000		555		2,000		1,609		100		100		100

Registration Rights Agreement

In conjunction with the Preferred Stock Purchase Agreement, the Company entered into a Registration Rights Agreement with Barron on February 10, 2005, whereby the Company agreed to register the shares of common stock underlying the preferred stock and warrants to be sold to Barron. Barron may also demand the registration of all or part of such shares on a one-time basis and, pursuant to “piggy-back rights,” may require the Company (subject to carve back by a managing underwriter) to include such shares in certain registration statements it may file. The Company is obligated to pay all expenses in connection with the registration of the shares.

NOTE 7 – COMMITMENTS, CONTINGENCIES, AND SUBSEQUENT EVENTS

Operating Leases

The Company leases certain facilities and equipment under various operating leases. At June 30, 2009, future minimum lease payments under non-cancelable leases were:


2009	$	499
2010		979
2011		682
2012		72

Total	$	2,232

Rent expense for the three months ended June 30, 2009 and 2008 was $105 and $83, respectively. The rent expense for the six months ended June 30, 2009 and 2008 was $213 and $127, respectively.

The Company entered into an operating lease on November 30, 2005 related to the lease of its office facility. The term of this lease is five years, beginning on April 1, 2006 and ending on March 31, 2011. The original commitment under this lease totaled $701, due on the first of each month in escalating monthly payments. The commitments under this lease are included in the future payments in the table above. If at any time the Company terminates the lease, the lessor may recover from the Company all damages approximately resulting from the termination, including the cost of recovering the premises and the worth of the balance of the lease over the reasonable rental value of the premises for the remainder of the lease term, which shall be due immediately. The Company does not anticipate terminating the lease at any time prior to its expiration.

On June 20, 2007, the Company and Chuck Yeager Real Estate amended the operating lease agreement, originally entered into on November 30, 2005, to include an additional 12,544 square feet of warehouse space. The lease of the additional warehouse space was the result of carrying additional inventory and increased monthly rent by approximately $2. While the lease on the additional space was scheduled to expire on August 31, 2007, the Company extended the lease until December 31, 2007. On April 1, 2008 the Company terminated the lease of this additional warehouse space, and entered into a one year lease with Edge Developments, LLC for 18,000 square feet of warehouse space located at 903B East Main Street, Easley, SC. The terms of this lease require monthly payments of $4, which are included in the schedule above, and are scheduled to expire on March 31, 2010.

On April 1, 2008, in connection with the acquisition of ICS (Note 3), the Company entered into a lease with Byers Properties, LLC for the lease by the Company of the former facilities of ICS. Byers Properties is controlled by Michael Byers, who is the sole shareholder of ICS. The term of the Lease begins April 1, 2008 and runs for a period of three years through March 2011. The lease calls for annual rent of $80, payable monthly. The leased property consists of a single-story brick building located on 2.57 acres in Triangle Industrial Park at 8518 Triad Drive, Colfax, North Carolina. The building comprises 7,207 square feet, with approximately 300 square feet being warehouse space. The future minimum lease payments under this lease are included in the schedule above. For further details on the acquisition of ICS, see Note 3 – Acquisitions.

In August 2008, the Company entered into a corporate fleet lease program with Enterprise Fleet Services, for which individual vehicle leases are signed that may amount to a total commitment of $2.0 million over a weighted-average lease term of approximately three years. The future minimum lease payment for leases executed under the program as of March 31, 2009 is included in the schedule above.

Executive Officer Employment Agreements

The Company entered into new, separate employment agreements with each of the four most highly compensated executive officers on March 1, 2009, with terms similar to their prior agreements. The term of all the employment agreements is three years, expiring on February 28, 2012. The agreements renew for a one year term automatically upon the expiration of the initial term or any renewal periods unless sooner terminated by any one of the parties. Such agreements provide for minimum salary levels adjusted for performance based on review by the Board of Directors. The aggregate commitment for future salaries at June 30, 2009, excluding bonuses, is approximately $2,292.

NOTE 8 – SEGMENT INFORMATION

CSI is organized into the two reportable segments: Software applications and Technology solutions. Below is a description of the types of products and services from which each reportable segment derives its revenues.

Software applications segment

Through our Software applications segment, we report the results of the development, sales, and deployment and provision of ongoing support of our software applications, fund accounting based financial management software, standards based lesson planning software, solutions that facilitate single sign-on application access management provisioning based on Microsoft’s Identity Lifecycle Management and Microsoft SharePoint deployments. Through this segment we also report the results of operations related to complimentary third-party applications and services we resell.

Technology solutions segment

Through our Technology solutions segment, we report the results of the technology solutions products through the sales and distribution of computers and accessories and the wide range of technology consulting services, including network and systems integration and computer support and maintenance services, that we provide.

Factors management used to identify our segments:

CSI’s reportable segments are analyzed separately because of the differences in margin routinely generated by the major products within each group, and the differences in which sales and investment decisions may be made to evaluate existing or potential new products. Through its Software applications segment, the Company develops, sells, deploys and provides ongoing support of software applications. Through its Technology solutions segment, the Company provides technology solutions through the sale and distribution of computers and accessories and offers a wide range of technology consulting services, including network and systems integration and computer support and maintenance services.

There are no significant transactions between reportable segments. The total of Segment net sales and service revenue from all segments is equal to Net sales as reported in our Consolidated Statements of Operations. Sales and Cost of sales are included in each segment’s income (loss) as reported in our Consolidated Statements of Operations. Accordingly, the total of the segments’ Gross profit is equal to Gross profit in our Consolidated Statements of Operations. Operating expenses are allocated to segment income based on estimate of sales and administrative time spent on each segment. None of the income or loss items following Operating income (loss) in our Consolidated Statements of Operations are allocated to our segments, since they are reviewed separately by management. Certain non-recurring items (those items occurring for reasons which have not occurred in the prior 2 years and are not likely to reoccur in 2 years) and compliance costs are generally excluded from management’s analysis of profitability by segment and the Company’s segment presentation. Accordingly, the total of Segment income from all segments, less non-recurring and compliance items, if any, is equal to Operating income (loss) as reported in our Consolidated Statements of Operations.

The total of Segment assets for all segments is equal to Total Assets as reported in our Consolidated Balance Sheets. The Company allocates shared assets related to liquidity (e.g., cash, accounts receivable and inventory) based on each segment’s percent of revenues to total consolidated revenues. Capitalized computer software costs are allocated to the Software applications segment. Fixed assets, net, are allocated on the same basis as operating expenses (or by time spent on each segment as discussed above), since support equipment usage is generally tied to time utilized. All other assets are generally allocated on the same basis.

The following tables summarize information about segment income for the three and six month periods ended June 30, 2009 and 2008; and assets allocated to segments as of June 30, 2009 and 2008.


	Software Applications		Technology Solutions		Total Company
Three months ended June 30, 2009:
Net sales and service revenue	$	3,816	$	9,957	$	13,773
Gross profit		1,524		1,728		3,252
Segment income		122		637		(*	)
Segment assets		12,261		12,536		24,797

Three months ended June 30, 2008:
Net sales and service revenue	$	3,807	$	13,744	$	17,551
Gross profit		1,684		2,943		4,627
Segment income		332		1,636		(*	)
Segment assets		10,929		13,612		24,541
* See reconciliation below


	Software Applications			Technology Solutions		Total Company
Six months ended June 30, 2009:
Net sales and service revenue	$	7,137		$	15,513	$	22,650
Gross profit		2,581			2,452		5,033
Segment (loss) income		(235	)		205		(*	)
Segment assets		12,261			12,536		24,797

Six months ended June 30, 2008:
Net sales and service revenue	$	6,864		$	22,750	$	29,614
Gross profit		3,063			4,588		7,651
Segment income		708			2,208		(*	)
Segment assets		10,929			13,612		24,541
* See reconciliation below

Reconciliation of Segment income (loss) (non-GAAP measure) to operating income (loss) per consolidated Statements of Operations (GAAP measure):


	Three Months Ended
	June 30, 2009			June 30, 2008
Segment income:
Software applications segment	$	122		$	332
Technology solutions segment		637			1,636

TOTAL SEGMENT INCOME		759			1,968

Less: merger-related and compliance costs
Stock compensation – non-cash		(106	)		(5	)
Acquisition costs		(2	)		(9	)
Professional and legal compliance costs		(150	)		(138	)

OPERATING INCOME Per Consolidated Statement of Operations	$	501		$	1,816


	Six Months Ended
	June 30, 2009			June 30, 2008
Segment (loss) income:
Software applications segment	$	(235	)	$	708
Technology solutions segment		205			2,208

TOTAL SEGMENT (LOSS) INCOME		(30	)		2,916

Less: merger-related and compliance costs
Stock compensation – non-cash		(108	)		(9	)
Acquisition costs		(2	)		(33	)
Professional and legal compliance related costs		(245	)		(234	)

OPERATING (LOSS) INCOME Per Consolidated Statement of Operations	$	(385	)	$	2,640

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(All amounts are presented in thousands, except where specifically stated.)

A. Introduction

Unless the context requires otherwise, (1) “Computer Software Innovations, Inc.,” “CSI,” “we,” “our,” “us” and “the Company” refer to the consolidated combined business of Computer Software Innovations, Inc., a Delaware corporation, and its subsidiary, CSI Technology Resources, Inc., a South Carolina corporation; (2) “VerticalBuyer” refers to the public Company prior to its merger with CSI—South Carolina on February 11, 2005; and (3) “CSI – South Carolina” refers to Computer Software Innovations, Inc., a South Carolina corporation, prior to the merger, which merged into VerticalBuyer in order for its operations to become publicly reported and its stock publicly traded.

Products and Services

We develop software applications and provide hardware-based technology solutions, focused primarily on the needs of organizations that employ fund accounting. Fund accounting is used by those entities that track expenditures and investments by “fund,” or by source and purpose of the funding (e.g., funds provided by government or grant sources), and is utilized primarily by public sector and not-for-profit entities. Our client base consists principally of K-12 (kindergarten through grade 12) public education and local government organizations including counties and municipalities. Our clients also include public libraries, disabilities boards, higher education and other non-governmental clients. While we have a significant number of non-education focused clients which represent the fastest growing sector based on increases in the number of new clients being added, our education focused customers typically generate more than 75% of our revenues in a given year.

Organization

Our business efforts are focused on two key operating segments: internally developed software applications and related service and support (our “Software applications segment”), and other technology solutions and related service and support (our “Technology solutions segment”).

Software Applications Segment

Our Software applications segment develops accounting and administrative software applications that are designed for organizations that employ fund accounting. These organizations are primarily municipalities, school districts and local governments. Specific software modules include:

•

General (or “Fund”) Ledger;

•

Accounts Payable;

•

Purchasing;

•

Payroll;

•

Personnel;

•

Employee Absence/Substitutes;

•

Inventory;

•

Utility Billing; and

•

Other specialty modules designed for government markets.

Our Software applications segment includes a staff of software developers, implementers, trainers, sales personnel and applications support specialists focused primarily on the development, sales, deployment and support of our “in-house” software products. From time-to-time they also provide support for the Technology solutions segment.

As in other competitive software businesses, the sales and support of software products developed for resale, coupled with few related hardware sales, support higher margins in the Software applications segment (also referenced as “software and related services”). The sales of the Technology solutions segment (also referenced as “hardware sales and related services”) are typically at lower margins, due to the amount of hardware, a traditionally low margin product, included in those sales.

Technology Solutions Segment

Our Technology solutions segment has a staff of certified engineers capable of providing a broad range of technology solutions to our client base, including, but not limited to:

•

Technology planning (developing plans to purchase or upgrade computers, telephone equipment, cabling and software);

•

Hardware/software installations;

•

Cabling (installation of wiring and wireless devices to link computer networks and telephones);

•

System integration (installation of computers and configuration of software to enable systems to communicate with and understand each other);

•

Wide area networking (linking a group of two or more computer systems over a large geographic area, usually by telephone lines or the internet);

•

Wireless networking (linking a group of two or more computer systems by radio waves);

•

IP telephony and IP surveillance (sending voice calls and surveillance across the internet using internet protocol (“IP”), a standard method for capturing information in packets);

•

Project management (overseeing installation of computers, telephone equipment, cabling and software);

•

Support and maintenance (using Novell, Microsoft, Cisco and Citrix certified engineers and other personnel to fix problems);

•

System monitoring (proactively monitoring computers and software to detect problems);

•

Education technologies, (distance learning and classroom learning tools such as interactive white boards and integrated accessories, such as hand held voting devices and audio systems).

In addition to our engineers, our Technology solutions segment includes a staff of sales persons, project managers and product specialists. Our Technology solutions segment also purchases and resells products from a variety of manufacturers including but not limited to Hewlett Packard, Cisco, Microsoft, Novell, Promethean, and Tandberg, and supports the Software applications segment, as needed.

The combination of traditionally low margin sales of hardware with the sales of services results in a much lower margin for the Technology solutions segment when compared to the Software applications segment. Gross margins for the Software applications segment were 39.9% and 36.2% for the three and six month periods ended June 30, 2009, while margins for our Technology solutions segment were 17.4% and 15.8% for the same periods. Gross margins for the Software applications segment were 44.2% and 44.6% for the three and six month periods ended June 30, 2008, while margins for the Technology solutions segment were 21.4% and 20.2% for the same periods.

We believe the combined efforts of our Technology solutions segment with that of our Software applications segment provide CSI with a competitive advantage in the education and government markets.

For a discussion of the results of the reported segments, see “—F. Financial Performance” below.

Strategy

While we report the business as two segments and use such information for analysis and decision making purposes, we also operate the business collectively, taking advantage of cross-selling opportunities. As a part of our software applications and technology solutions sales efforts we provide systems and software networking and integration services. These services also generate a significant amount of revenue by increasing demand for the computer hardware equipment we sell.

Our marketing strategy is to provide a suite of software products coupled with full service integration of the hardware solutions that support those products and other back-office functions, and to provide ongoing technical support, monitoring and maintenance services to support the clients’ continuing needs. We also market our hardware solutions and ability to provide a wide level of services and support independent from our software solutions, which when marketed to a fund accounting based organization may also lead to future software sales and integration services. By providing a client the ability to call one solution provider and circumvent the difficulties that often arise when dealing with multiple vendors, we

believe we are able to achieve high long-term client satisfaction and a competitive advantage in the marketplace. Repeat business from and increased account penetration through added products and services within our existing customer base has been key to our success and we expect it will continue to play a vital role in our growth. Our focus is on nurturing long-standing relationships with existing customers while establishing relationships with new customers. Over the past ten years we have retained more than 90% of our financial management software customers, and many have become technology solutions customers. Some of our customers who first purchased technology solutions and services have subsequently become financial management software customers.

By strategically combining our internally developed software applications with our ability to integrate computer, networking and other hardware solutions, we have been successful in providing software and hardware solutions to over 1,000 clients located primarily in the southeastern states of South Carolina, Alabama, North Carolina, Georgia, Florida, Mississippi, Louisiana and Tennessee. In the states of South Carolina, where CSI was founded, and Alabama where one of our acquired operations was founded, we have account penetration in excess of 90% in the K-12 school district market space.

Our long-term strategy is to pursue a national presence. Our primary, initial focus has been on the southeast region of the United States. As a result of our acquisitions, we have expanded our reach into the southeastern states significantly and are beginning to look at other areas of the United States as well. Additionally, with our latest acquisition we have added a small number of customers outside our main southeast footprint, including a few new customers in Canada and one in the United Kingdom. Not all solutions are marketed to all states. However, we continue to expand the number of solutions offered in each area as resources and expanding vendor relationships permit.

For more information on our strategy, see “Acquisitions” below and our latest annual report filed on Form 10-K.

Acquisitions

We believe that to remain competitive, we need to take advantage of acquisition opportunities that arise which may help us achieve greater geographic presence and economies of scale. We may also utilize acquisitions to, when appropriate, expand our technological capabilities and product offerings. While we may use a portion of any cash proceeds generated by operations or obtained from capital sources to pay down debt on an interim basis, we intend to use any additional liquidity and/or availability from those sources or related pay-downs to fund acquisitions. We believe our markets contain a number of attractive acquisition candidates. We foresee expanding through acquisitions of one or more of the following types of software and technology organizations:

•

Developers and resellers of complementary software, such as time and attendance, workflow management, tax appraisals and assessment, education, court and law enforcement related products.

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Consulting firms providing high level professional services. We believe this type of acquisition would enhance our offering of technology planning and project management.

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Cabling and infrastructure contractors.

Our business strategy provides that we will examine the potential acquisition of companies and businesses within our industry. In determining a suitable acquisition candidate, we will carefully analyze a target’s potential to add to and complement our product mix, expand our existing revenue base, improve our margins, expand our geographic coverage, strengthen our management team and, above all, improve stockholder returns.

On January 2, 2007, we acquired the business operations of McAleer Computer Associates, Inc. (“McAleer”), based in Alabama. We believe the acquisition of this leading provider of fund accounting based financial management software to the K-12 education sector in seven southeastern states fits within our acquisition strategy. We sometimes refer to McAleer as “CSI-Mobile.” McAleer and the acquisition transaction are discussed in more detail in our latest Annual Report filed on Form 10-K.

In furtherance of our acquisition strategy, on March 31, 2008, we consummated the acquisition, effective April 1, 2008, of substantially all the assets and business operations of ICS Systems, Inc. (“ICS”). ICS, located in Colfax, North Carolina (near Greensboro), was a developer, provider and consultant with respect to fund accounting and billing software for the local government market space in that state. We sometimes refer to the former ICS operations as “CSI-Greensboro.” The ICS acquisition transaction is discussed in more detail in Note 3 to our unaudited consolidated financial statements included in this Form 10-Q.

Also on August 18, 2008, we consummated the acquisition effective August 14, 2008 of substantially all the assets and business operations of Version3, Inc. (“Version3”). Version3 located in Columbia, South Carolina, was a developer, provider and consultant with respect to solutions that facilitate single sign-on, application access management and provisioning based on Microsoft’s Identity Lifecycle Management, and Microsoft SharePoint deployments. CSI was a reseller of Version3 solutions due to the application of the products to its education market segment

We are unable to predict the nature, size or timing of any acquisition. We can give no assurance that we will reach agreement or procure the financial resources necessary to fund any acquisition, or that we will be able to successfully integrate or improve returns as a result of any such acquisition. We continue to pursue and enter into preliminary discussions with various acquisition candidates. However, the Company has not entered into agreements or understandings for any acquisitions which management deems material.

B. Recent Developments

The Current Economic Crisis, Our Response, and the American Recovery and Reinvestment Act of 2009

As 2008 progressed, the United States slid into what has been described by economic and financial analysts as a “recession.” Reductions in business and consumer spending impact our primary client base — education and local government customers — by reducing their revenues from sales tax. Reductions in property values can impact our clients through reductions in property taxes. Such reductions have the potential to decrease the amount of funds available for the software and technology solutions CSI provides. Some projects, such as new construction, may have funds available through previous bond raising activities, while other projects may not have such funding.

As a result of the impact of the recession on our customers, in recent months we have seen a moderate increase in the amount of projects postponed or changed as a result of customer budget cuts. However, a potential indicator of ongoing business health — the value of quoting activity and incoming service orders received — in the third quarter has continued to show modest improvement over the recent past. Additionally, due to our acquisition activity we now have a greater geographic region and larger number of potential customers to sell into than at any point in our past history. Our financial results, including revenues and profitability, will hinge significantly on the mix between the actual impact from decreased customer budgets and our ability to acquire new accounts and increase penetration in existing accounts. In light of the current economic climate, we cannot predict what impact this change in mix, if any, will have on our financial results.

On February 17, 2009, President Obama signed into law The American Recovery and Reinvestment Act of 2009 (“Recovery Act”). The Recovery Act was an attempt to jumpstart an economic recovery. It included spending for extension of jobless benefits, relief for state government and education budget shortfalls, and funding of specific initiatives, including improving our nation’s infrastructure, expanding educational opportunities and enhancing energy independence. The initiatives and incentives contained in the Recovery Act which relate to the education and local government market space may have a direct, positive impact on our financial results, or may defray the negative impact of budget shortfalls in our customer markets.

Having performed some initial analysis of the Recovery Act, we still cannot be certain what dollars will be available to fund the types of software and technology projects we provide or when those dollars will begin to flow. However, the picture of the funding is becoming clearer. We have learned school districts are actually going to receive several blocks of money – Stabilization funds, Title I and IDEA (Individuals with Disabilities Education Act), E2T2 (Enhancing Education Through Technology), etc. South Carolina amounts below are per tables by state available at the U.S. Department of Education’s www.ed.gov website and are for use over the next two school years. They are provided as an example of the amounts that we may be able to tap into our current, primary geographic coverage area:

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The Stabilization funds (estimated $694 million for South Carolina) will be passed down from states and are really geared to help offset current budget shortfalls. We do not anticipate these dollars being spent with CSI unless a district has a project for which they lost funding and now have the money to proceed.

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Title I (and EFIG Grants – estimated $143 million for South Carolina) and IDEA (Part B Grants (Section 611) – estimated $173 million for South Carolina) are both federal programs which districts already participate in. These dollars are to be spent on supplemental programs and some are focused on school innovation. The Title I funds are what we feel will be of greatest significance to us since these funds can be spent for 21st Century Classroom technology. IDEA is geared toward exceptional children. We may be able to tap into some of this fund but Title I is a better option.

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E2T2 (estimated $9 million for South Carolina) is specifically for technology projects. While E2T2 is a much smaller amount of money than the other blocks, it is still $650 million nationally.

The funds earmarked for the above are available for projects in many states, not just within the primary geographic region we serve. Additionally, we may be subject to increasing competition to provide projects using these funds. Accordingly, we have the potential to benefit most significantly in those geographic areas within our market, or with those technologies we could easily support remotely. Due to the uncertainties as to when the funds will be distributed; where, and how much might be available; what eligible projects we might be able to propose and win; and whether suppliers are capable of meeting the potential increase in demand, we cannot predict what impact, if any, the Recovery Act will have on our financial results.

Due to the uncertainty created by the current economic environment, we took precautionary measures in the first quarter to control costs. We froze salaries and reduced our contribution to our 401(k) plan from a dollar for dollar match up to 3%, to a dollar for dollar match up to 1.5%. Our revenues continued to be significantly impacted negatively in the second quarter in comparison to the prior year, and, unlike we had hoped, saw no significant improvement from Stimulus spending. Accordingly, midway through the second quarter we reduced our labor force by approximately 10% to more closely align with adjusted revenue expectations in light of the economic climate coupled with potential continued delays in Stimulus spending. These reductions are estimated to reduce our expenses by about $300 per quarter on a (pre-tax) go forward basis. We may take further actions to reduce costs. These could include employee furloughs, deferral of replacements for personnel attrition, or if not otherwise avoidable, reducing headcount beyond attrition. While we plan to take such actions based on our monitoring of our ongoing results, we cannot predict those results or the timing, number of or dollar impact of cost reduction efforts we may take or the impact such efforts may have on our financial results. Additionally, if our performance is not impacted significantly by the economy and/or the potential benefits of the Recovery Act are significantly positive to our financial results, we may reinstate raises and increase our 401(k) contributions to prior levels. We may also consider reinstating and funding in future periods, those increases and contributions which were frozen, reduced or otherwise not paid in prior periods.

General Guidance (Forward-Looking Information)

The impact of the current economic conditions on our customers’ budgets have, we believe, resulted in an extension of our sales closing cycles. The unknowns related to the timing, issuance of and restrictions which may be placed on Stimulus funds, and uncertainty as to the amount each eligible customer may receive, have pushed out the decision making processes with regard to the funding of technology solutions and services. Due to the lack of knowledge as to what funds will be available for what projects and when, our customers’ ability to make determinations as to the allocation of their funds to projects, investing in opportunities for technology improvement and purchase decisions may be clouded in the short-term. As a result of the delays we believe are connected to these challenges to decision making with regard to technology funding and related purchase commitments, prior to the end of our first quarter of 2009, we previously disclosed our expectation that our top and bottom line performance for the first quarter of 2009 would be below the same quarter of the prior year and might more closely resemble the fourth quarter of 2008. In fact, these expectations became reality as reflected in our actual first quarter results reported in our first quarter Form 10-Q. In addition, we previously projected that the results for our second quarter of 2009 may also be below the prior year as we await the settlement of uncertainties surrounding the Stimulus and as we maintain our operations at a level capable of capitalizing on what we believe is significant potential for upside from the future spending of Stimulus funds. Again, such guidance for the second quarter proved accurate. However, we reported and did achieve a return to profitability in the second quarter of 2009. We have received no additional information since that time to change our outlook for and uncertainty as to the potential results for our third quarter, although we are hopeful for a better outcome than that of the second quarter following the additional cost control measures taken in the second quarter. Additionally, at this time we are unable to predict the impact of the economic downturn, the timing and impact of a recovery, if any, or the impact from Stimulus funding for the remainder of the year.

C. Current Challenges and Opportunities of our Business, and Forward-Looking Information

The Current Economic Crisis, Our Response, and the American Recovery and Reinvestment Act of 2009

Due to the current economic environment in the US and its impact on our customers’ budgets and revenues, the opportunity to acquire new customers in an expanded geographic territory following our acquisitions, and the potential impact of the recent American Recovery and Reinvestment Act of 2009, our financial results could be impacted from the combination of these potential risks and opportunities. For a more detailed discussion, see “B. Recent Developments” above.

Bid and Sales Processes and Procedures

Because of our focus on the public sector, many sales opportunities are subject to our having to comply with government bid requirements and other formal proposal processes. Complying with such requirements and processes can result in a significant investment of time and effort that may not result in a sale. We have been implementing procedures to make the bid and sales process more efficient and believe these types of improvements will aid in our ability to maintain competitiveness in the marketplace.

Sarbanes-Oxley Compliance

As a public company we are required to maintain internal controls and processes related to addressing risks which are inherent in financial reporting, in compliance with the Sarbanes-Oxley Act. These controls must also be executed consistently and reviewed and tested for effectiveness on a periodic basis. The implementation, monitoring, testing and remediation of internal controls are a complex and costly endeavor. In the second quarter of 2009 and in the third quarter, prior to the issuance of this report, we completed our review of our control environment and the testing necessary to assure that our controls for the closing cycle covering the financial reporting period ended June 30, 2009, were operating effectively. We concluded that our controls were effective.

We have incurred costs to implement, and will incur additional costs to support ongoing efforts to comply with, the Sarbanes-Oxley Act legislation. Our costs to support Sarbanes-Oxley are estimated to be under $500 per year, including both outsourced efforts and internal personnel costs, and our spending on capitalizable items specifically related to Sarbanes-Oxley is under $100 per year. Our actual costs have been in line with these estimates. Due to the ongoing changes in our business, our acquisition strategy and the increasing complexity of reporting requirements and regulations, we can give no assurances that our costs for continuing Sarbanes-Oxley compliance will not increase and our estimates change. Also, we cannot guarantee that we will not in the future identify internal control deficiencies, or that we will be able to remediate any such deficiencies in a timely fashion.

Software Modifications Required by Geographic Expansion

We have achieved the most significant penetration with our lead products in the tri-state area of South Carolina, North Carolina and Georgia. We are now accelerating our efforts to move into surrounding states. To do so, we may have to modify our existing fund accounting programs to accommodate differences in state laws, regulations and taxation. We anticipate needing to make additional investment in software development to accomplish this. However, we plan to make the changes when we have firm orders in an area in an attempt to maximize return on investment as quickly as possible. We are currently converting our programs to the Microsoft .Net programming and SQL database language, but do not yet have all modules ready for release. As a result, some jurisdictional related changes have been made in 2007 and 2008 and may be required to be made in both our current and .Net platforms through 2009 and 2010, when we anticipate the large majority, if not all, modules will be converted. The costs of such changes may offset somewhat the positive impact from expanding our geographic reach significantly begun in early 2007 with the acquisition of McAleer.

Conversion of our Accounting+Plus software to Microsoft .Net Programming and SQL Database Language

We have already completed the conversion of the majority of our core accounting, personnel, and K-12 specific modules to Microsoft.Net Programming and SQL database language, with the municipal modules still in progress. The completed modules are in formal beta installations. However, the changes resulting from the formal beta use have been limited. We are prepared to install and have installed the completed modules in select entities which do not have an immediate need for other integrated modules not yet converted. In addition, the completed modules have the functionality necessary to handle school activity funds, such as student clubs, organizations and athletics. We are beginning to look for additional sales opportunities of the completed modules now. We anticipate completing most if not all of the remaining modules throughout 2009 and 2010.

Maintaining Margins

In 2008, we experienced a significant increase in sales of infrastructure solutions including sales of IP Telephony solutions, as well as increased sales of engineering services related to those solutions. Both infrastructure and interactive whiteboard solutions have become subject to increased competition as more product manufacturers have recognized product potential and have entered these markets. Favorably, we did not see a decline in our margins from the Technology solutions segment in 2008. Our technology margins improved to 16.2% in 2008 from 15.6% in 2007, primarily from an improvement in product mix. In the first six months of 2009, the margins declined to 15.8% from 20.2% for the first six months of 2008 due to unfavorable changes in product mix. In order to maintain and improve our margins, we need to continue to search for new and innovative, and initially higher margin, products to augment those that become mature, or we need to increase our revenues or our personnel utilization to achieve greater economies of scale. We also intend to continue our focus on existing higher margin areas such as engineering services and sales of software solutions and related services. While we cannot predict success in achieving these goals, as opportunities arise we take actions to maintain and improve our margins. These include expanding our geographic reach, increasing the size of and reorganizing our sales force to focus on more products backed by product specialists, increasing telemarketing efforts, improving our sales tools, and identifying additional product and service areas. We are focused on increasing margins, but ultimately we are looking to increase profits by leveraging existing and an increasing number of customer relationships by taking advantage of cross-sell opportunities with a variety of products and services. We will work to focus primarily on those customers for whom we can provide ongoing support and higher margin integration and other engineering services.

Additionally in 2008, a considerable percentage of the significant increase in sales of interactive whiteboard solutions related to a select number of large projects, initiated by school districts, involving their implementation of the new technology. Due to the size and nature of these projects, we were able to achieve certain economies of scale that resulted in substantially improved margins and increased gross profits. The challenge in 2009 and future periods will be to secure similar large opportunities or a greater number of smaller implementations. We have therefore developed a strategy focused on both large opportunities and a greater number of smaller opportunities. This strategy includes focusing certain members of our sales team’s efforts specifically on the interactive whiteboard solution product line in an effort to increase market penetration and continue the growth of interactive whiteboard sales. We are also making efforts to take advantage of opportunities which may arise to expand our geographic reach with this product line. Prior to 2008, we were authorized to sell interactive whiteboard products by our partner on an exclusive basis in two states, South Carolina and North Carolina. In early 2008, we entered into an affiliate relationship with another vendor whereby we would participate in the opportunity to sell these solutions in certain counties within the state of Alabama. In early 2009 this was changed to be a direct relationship, functioning the same as our relationship in South and North Carolina.

Technology and Software Budgets

While federal, state and local funding can vary from year to year, and technology and software budgets have been challenged during the last few years, we have sensed a steady improvement in the discretionary funds that are available to our potential clients. These discretionary funds, coupled with our clients’ desire to improve or implement technology and software tools into their individual environments, have provided growth for our business. We recognize that future changes in funding could improve or strain technology budgets. For example, the current recession could result in a decline in spending by our educational and local government client base. However, since such spending is generally based on tax revenues and portions of such revenues which do not always correlate immediately or directly with changes in the economy, the impact is generally reduced when compared to the impact on those vendors whose client base consists primarily of private sector businesses. Even so, we cannot predict the impact changes in funding may have on our business.

Creating Synergies with Merger and Acquisition Activity

Part of our strategy to remain competitive and to grow the Company involves taking advantage of acquisition opportunities. While there are many benefits to be gained from a successful acquisition, there are also many financial and operations risks that must be properly addressed in order to create operational synergy and financial benefit. While we may engage outside professionals to assist us with identifying and evaluating potential acquisitions, some members of our management team have limited experience in merger and acquisition activity. Management must be cautious in their evaluation of and expectations from any acquisition target. With any acquisition, we cannot ensure that we are allocating capital to businesses that will increase growth with higher returns and will not require additional capital, or add other strain on our capital resources.

We have identified the criteria listed below, by which we evaluate potential acquisition targets in an effort to gain the synergies necessary for successful growth of the Company:

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Access to new customers and new geographic markets

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Protection of our current customer base from competition

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Removal or reduction of market entry barriers

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Opportunity to gain operating leverage and increased profit margins

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Diversification of sales by customer and/or product

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Improved vendor pricing from increased volume and/or existing vendor relationships

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Improvements in product/service offerings

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Protection of and ability to expand mature product lines

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Ability to attract public capital and increased investor interest

By carefully evaluating these factors we seek to successfully execute our corporate acquisition growth strategy and thereby provide positive operating results and increased return on investment to our stockholders.

Forward-Looking and Cautionary Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Among other things, these statements relate to our financial condition, results of operations and future business plans, operations, opportunities and prospects. In addition, we and our representatives may from time to time make written or oral forward-looking statements, including statements contained in other filings with the Securities and Exchange Commission and in our reports to stockholders. These forward-looking statements are generally identified by the words or phrases “may,” “could,” “should,” “expect,” “anticipate,” “plan,” “believe,” “seek,” “estimate,” “predict,” “project” or words of similar import. These forward-looking statements are based upon our current knowledge and assumptions about future events and involve risks and uncertainties that could cause our actual results, performance or achievements to be materially different from any anticipated results, prospects, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date that we make them. We do not undertake to update any forward-looking statement that may be made from time to time by or on our behalf.

We have included risk factors and uncertainties that might cause differences between anticipated and actual future results in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2008. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. The operations and results of our software and systems integration businesses also may be subject to the effects of other risks and uncertainties, including, but not limited to:

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a reduction in anticipated sales;

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an inability to perform customer contracts at anticipated cost levels;

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our ability to otherwise meet the operating goals established by our business plan;

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market acceptance of our new software, technology and services offerings;

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an economic downturn; and

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changes in the competitive marketplace and/or customer requirements.

D. Critical Accounting Policies and Estimates

Basis of Presentation

Our consolidated financial statements include CSI Technology Resources, Inc., a wholly-owned subsidiary. We use the accrual basis of accounting.

We employ accounting principles generally accepted in the United States (“generally accepted accounting principles” or “GAAP”). GAAP requires us to make estimates, assumptions and judgments and rely on projections of future results of operations and cash flows. Those estimates, assumptions, judgments and projections are an integral part of the financial statements. We base our estimates and assumptions on historical data and other assumptions, which include knowledge and experience with regard to past and current events and assumptions about future events that we believe are reasonable under the circumstances. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities in our financial statements. In addition, they affect the reported amounts of revenues and expenses during the reporting period.

Our judgments are based on our assessment as to the effect certain estimates and assumptions of future trends or events may have on the financial condition and results of operations reported in our financial statements. It is important that an investor understand that actual results could differ materially from these estimates, assumptions, projections and judgments.

Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and of the possibility that future events affecting them may differ markedly from management’s current judgments. For a description of our significant accounting policies, see Note 1 contained in the explanatory notes to our unaudited consolidated financial statements as of and for the period ended June 30, 2009 included as part of this report. The most critical accounting policies that have a significant impact on the results we report in our consolidated financial statements are discussed below.

Disclosure Regarding Segments

The Company reports its operations under two operating segments: the Software applications segment and the Technology solutions segment. See “A. Introduction – Products and Services” and “ – Organization” for more detailed discussions regarding our segments.

Revenue Recognition

Software License Revenues

Software revenues consist principally of fees for licenses of our internally developed software products, services, and training. We recognize all software revenue using the residual method in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by SOP 98-9, “Modification of SOP 97-2, and Software Revenue Recognition with Respect to Certain Transactions.” Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of the vendor specific fair value of one or more undelivered elements does not exist, revenues are deferred and recognized when delivery of those elements occurs or when fair value can be established. Company-specific objective evidence of fair value of maintenance and other services is based on our customary pricing for such maintenance and/or services when sold separately. At the outset of the arrangement with the customer, we defer revenue for the fair value of its undelivered elements (e.g., maintenance, consulting and training) and recognize revenue for the remainder of the arrangement fee attributable to the elements initially delivered in the arrangement (e.g., software product) when the basic criteria in SOP 97-2 have been met. If such evidence of fair value for each undelivered element of the arrangement does not exist, we defer all revenue from the arrangement until such time that evidence of fair value does exist or until all elements of the arrangement are delivered.

Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, (iv) collectability is probable and (v) the arrangement does not require services that are essential to the functionality of the software.

Persuasive evidence of an arrangement exists. We determine that persuasive evidence of an arrangement exists with respect to a customer when we have a written contract, which is signed by both us and the customer, or a purchase order from the customer when the customer has previously executed a standard license arrangement with us.

Delivery has occurred. Our software may be either physically or electronically delivered to the customer. We determine that delivery has occurred upon shipment of the software pursuant to the billing terms of the agreement or when the software is made available to the customer through electronic delivery.

The fee is fixed or determinable. If at the outset of the customer engagement we determine that the fee is not fixed or determinable, we recognize revenue when the fee becomes due and payable.

Collectability is probable. We determine whether collectability is probable on a case-by-case basis. When assessing probability of collection, we consider the number of years in business, history of collection, and product acceptance for each customer. We typically sell to customers for whom there is a history of successful collection. However, collection cannot be assured.

We allocate revenue on software arrangements involving multiple elements to each element based on the relative fair value of each element. Our determination of the fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (“VSOE”). We align our assessment of VSOE for each element to the price charged when the same element is sold separately. We have analyzed all of the elements included in our multiple-element arrangements and determined that we have sufficient VSOE to allocate revenue to the maintenance, support and professional services components of our perpetual license arrangements. We sell our professional services separately, and have established VSOE

for professional services on that basis. VSOE for maintenance and support is determined based upon the customer’s annual renewal rates for these elements. Accordingly, assuming that all other revenue recognition criteria are met, we recognize revenue from perpetual licenses upon delivery using the residual method in accordance with SOP 98-9.

Our software products are fully functional upon delivery and implementation and do not require any significant modification or alteration of products for customer use.

We expense all manufacturing, packaging and distribution costs associated with software license sales as cost of license revenues.

Computer Hardware Sales Revenues

Revenue related to hardware sales is recognized when: (a) we have a written sales agreement; (b) delivery has occurred; (c) the price is fixed or determinable; (d) collectability is reasonably assured; (e) the product delivered is standard product with historically demonstrated acceptance; and (f) there is no unique customer acceptance provision or payment tied to acceptance or an undelivered element significant to the functionality of the system. Generally, payment terms are net 30 days from shipment. When sales to a customer involve multiple elements, revenue is recognized on the delivered element provided that (1) the undelivered element is a standard product, (2) there is a history of acceptance on the product with the customer and (3) the undelivered element is not essential to the customer’s application. Revenue related to spare parts is recognized on shipment. Shipping and handling charges to customers are included in revenues. Shipping and handling costs incurred by the Company are included in cost of sales.

Technology revenues are generated primarily from the sale of hardware. In accordance with Emerging Issues Task Force (“EITF”) 99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent,” we record revenues as net when we serve as an agent. In these circumstances, our supplier pays a commission to us but acts as the primary obligor in a transaction and we record only the commission in revenues. We record revenues as gross (generally cost of merchandise plus margin) when we serve as a principal whereby we act as the primary obligor in a transaction, have the latitude for establishing pricing and retain all the credit risk associated with such transaction.

Long-term Payment Arrangements

Our primary customer base consists of local government and education entities whose source of funding (local taxes and federal funding) is generally assured; accordingly the risk of uncollectability is lower than that of businesses selling primarily to non-government entities. The Company has an ongoing practice of providing financing for certain purchases under notes receivable or long term leases typically ranging from 3 to 5 years, subject to review of its exposure under such facilities and cash flow availability or needs at the time of such purchases. Such amounts have not constituted a significant portion of its account balances, and the Company has historically never experienced a default under such arrangements. The Company recognizes revenue under these arrangements when the criteria noted under Software License Revenues and Computer Hardware Sales Revenues above is met, in accordance with SOP 97-2, as amended by SOP 98-9.

Service/Support Revenues

Services revenues consist of professional services and maintenance fees from software and hardware maintenance agreements. Maintenance agreements are typically priced based on a percentage of the product license fee or hardware cost and have a one-year term, renewable annually. Services provided to customers under maintenance agreements may include technical product support and unspecified software upgrades. Revenue related to maintenance and service contracts is recognized ratably over the duration of the contracts. Deferred revenues from advanced payments for maintenance agreements are recognized ratably over the term of the agreement, which is typically one year.

Warranties

Our suppliers generally warrant the products distributed by us and allow returns of defective products, including those that have been returned to us by its customers. We do not independently warrant the products we distribute, but we do warrant our services with regard to products that we configure for our customers and products that we build from components purchased from other sources. Warranty expense is not material to our financial statements.

Long-lived Assets

Long-lived Assets

Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred.

We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance of long-lived assets may not be recoverable in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” When factors indicate that long-lived assets should be evaluated for possible impairment, we use an estimate of the related undiscounted future cash flows over the remaining life of the long-lived assets in measuring whether they are recoverable. If the estimated undiscounted future cash flows exceed the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over fair value.

Depreciation

Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of such property and equipment.

Computer Software Costs and Amortization

Computer software costs consist of internal software production costs and purchased software costs capitalized under the provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed.”

Costs in the research and development of new software products where the technological feasibility is unknown and enhancements which do not prolong the software life or otherwise increase its value are expensed as incurred. Capitalized computer software costs are amortized over the economic life of the product, generally three to four years, using the straight-line method. Much of our software development efforts related to our fund accounting and lesson planning products focus on the implementation of known technological capabilities applied to common business processes to enhance our existing products. Historically, through our software solutions segment, prior to 2009, we spent material efforts on technological innovation for which the feasibility has been unknown. However, as a result of our acquisition of the more complex Version3 products in the latter part of 2008, and related to efforts to expand those and develop additional product offerings where the technological feasibility is not readily known we are now increasing our efforts toward research and development and record the costs of such efforts separately, as research and development, on the face of our financial statements.

Other Intangible Assets

The Company follows SFAS No. 142, “Goodwill and Other Intangible Assets,” in our accounting and reporting for other intangible assets.

SFAS No. 142 eliminates the requirement to amortize intangible assets with an indefinite life, addresses the amortization of intangible assets with a defined life, and addresses impairment testing and recognition indefinite-lived intangible assets. In accordance with SFAS No. 142, we do not amortize indefinite-lived intangible assets (e.g., corporate trademarks for which planned use is indefinite). We evaluate the remaining useful life of intangible assets that are not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, we amortize the intangible asset prospectively over its remaining estimated useful life. Amortizable intangible assets (e.g., product trademarks) are amortized on a straight-line basis over six years or the life of the product, whichever is shorter.

In addition, as required under SFAS No. 142, we perform annual tests for impairment of our indefinite-lived intangible assets. Our indefinite-lived intangible assets consist of values assigned to certain trademarks and other intangibles we have developed or acquired.

Stock Based Compensation

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due or refundable plus deferred income tax assets and liabilities. Deferred income tax assets and liabilities are recorded to recognize the income tax effect of the temporary differences in the method of reporting various items of income and expenses for financial reporting purposes and income tax purposes. The deferred income tax assets and liabilities at the end of the year are determined using the statutory tax rates expected to be in effect when the taxes are actually due or refundable.

Related Party Transactions and Off-Balance Sheet Arrangements

We have not entered into any significant transactions with related parties other than the issuance of subordinated debt to certain executive officers and shareholders and payments described in Note 5 to our unaudited financial statements for the period ended June 30, 2009 and under “—G. Liquidity and Capital Resources—Credit Arrangements” below. We do not use off-balance-sheet arrangements with unconsolidated related parties, nor do we use other forms of off-balance-sheet arrangements such as research and development arrangements.

E. Recent Accounting Pronouncements

Recent accounting pronouncements

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

to sell the asset in an orderly transaction. Clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. Eliminates the proposed presumption that all transactions are distressed (not orderly) unless proven otherwise. The FSP instead requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. Includes an example that provides additional explanation on estimating fair value when the market activity for an asset has declined significantly. Requires an entity to disclose a change in valuation technique (and the related inputs) resulting from the application of the FSP and to quantify its effects, if practicable. Applies to all fair value measurements when appropriate. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

In April 2009, The FASB issued FASB Staff Position (FSP) FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP amends the guidance in FASB Statement No. 141 (Revised December 2007), Business Combinations, to (1) Require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with FASB Statement No. 5, Accounting for Contingencies , and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss . Further, the FASB decided to remove the subsequent accounting guidance for assets and liabilities arising from contingencies from Statement 141R, and carry forward without significant revision the guidance in FASB Statement No. 141, Business Combinations. (2) Eliminate the requirement to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB decided to require that entities include only the disclosures required by Statement 5 and that those disclosures be included in the business combination footnote. (3) Require that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with Statement 141R. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (i.e., January 1, 2009 for a calendar year-end company). and has been adopted by the Company for the current reporting period with no material impact on the preparation of its financial statements.

F. Financial Performance

All numbers stated in thousands, except per share data and where specifically noted in millions.

Overview

Our revenues decreased $3.8 million or 22% to $13.8 million for the second quarter of 2009 compared to the same period of the prior year. The revenue decrease was due to a slight increase in software revenues, an increase of $9 or 0.2%, being offset by a $3.8 million or 28% decline in technology revenues. The improvement in software revenues was due primarily to increases in services and support and increased revenues from the acquisition of Version3, offset by a decrease in new software product sales, primarily fund accounting licenses and related third-party product sales. We continued to experience success with our fund accounting solutions; however, the improvement continued to be with a greater number of transactions in the local government market space offset by an apparent decline in K-12 education systems spending, which generally drives larger dollar activity. The 28% decrease in technology revenues was due primarily to a decrease in interactive whiteboard and infrastructure solutions, also driven by reductions in education spending and most other hardware categories. These decreases were partially offset by increases in service and support agreements. Increases in spending from the education market space from Stimulus funds has yet to materialize in our market with any significance (as discussed previously under “Current Challenges and Opportunities”). Revenues for the six month period ended June 30, 2009 of $22.6 million decreased $7.0 million or 24% compared with the same period of the prior year. The decrease was due to a decrease in technology revenues of 32% partially offset by an increase in software revenues of 4% over the same period of the prior year. The changes in software and technology revenues were driven by changes in the same categories for the six months discussed above as for the last three months.

Gross profit for the second quarter of 2009 decreased $1.4 million, or 30%, to $3.3 million compared to the same period of the prior year. The decline was due primarily to a decline in margins in the software segment and a decline in volume and margins in the technology segment. The 10% decline in the software segment gross profit and margin (from 44% in the prior year to 40% in the current year) was driven primarily from less new product sales and the impact of the acquisition of the Version3 operations, which historically have generated lower margins than the remaining software business. Also contributing to the decline in software gross profit were increased amortization in connection with the write-up of products acquired in the Version3 acquisition to their fair market values, and reductions in the amount of development costs capitalized, with more labor efforts expended by developers to address quality assurance areas with an increasing number of installations of our Microsoft .Net and SQL version of our financial accounting software. The decline in technology segments sales volume coupled with a significant portion of personnel costs being fixed resulted in a 41% decline in profit and a decline in margins (from 21% in the prior year to 17% in the current year) for that segment. Gross profit for the six month period ended June 30, 2009 decreased $2.6 million, or 34%, to 5.0 million. The decline was due primarily to a 47% decline in gross profit for the technology segment coupled with a 16% decrease in the software segment. The decline in technology segments revenues coupled with a significant portion of personnel costs being fixed and the addition of acquired businesses with traditionally lower margins and increased amortization, and lower new and third-party product sales in the software segment, resulted in declining profit and margins.

Operating income for the second quarter of 2009 decreased $1.3 million, or 72%, to $0.5 million compared to the same period of the prior year. The decrease came from the decline in gross profit of $1.4 million, partially offset by a decline in operating expenses of $0.1 million related primarily due to a corporate wide bonus being accrued in the prior year but none being accrued in the second quarter of the current year in light of the challenging economy and its impact on our profitability compared to the prior year. Operating income for the first six months of 2009 decreased $3.0 million, or 115%, to an operating loss of $0.3 million compared to the same period of the prior year. As in the last three months, the decline for the six months was driven primarily by the decrease in gross profit and margins. Increased research and development in the Version3 acquired operations, and selling and marketing costs added to the decline in operating income.

While we experienced declines in revenues and operating profits in the first quarter, we expected a return to profitability in the second quarter, which we achieved. However, as we entered the second quarter we were hopeful for a stronger improvement in the second quarter from the potential of Stimulus funds available to our client base. In addition, the first quarter and fourth quarters of the year are typically our lowest quarters. Midway into the second quarter, through our analysis of opportunity and incoming order volumes and continued communication with customers, it became apparent that Stimulus funds would not be tapped into and utilized for purchases of our products and services as soon as expected. And with a high

level of fixed costs related to personnel, we took action to reduce our personnel across all areas of our business to reduce fixed costs and improve profitability. No significant impact of this reduction was realized in the second quarter due to incurring termination costs in connection with the reduction that offset the savings which would have been otherwise realized for the remainder of that quarter. The reduction represented approximately 10% of personnel, those determined to be non-essential under the conditions of slower than anticipated Stimulus activity, and is expected to impact our operating results through cost reductions of approximately $1 million annually on a go forward basis. This action and others that may be taken were discussed in more detail previously under “Current Challenges and Opportunities.”

Consolidated Results of Operations for the Three Months Ended June 30, 2009 and 2008


	Three Months Ended
	June 30, 2009		June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	13,773	$	17,551	$	(3,778	)
GROSS PROFIT		3,252		4,627		(1,375	)
OPERATING INCOME		501		1,816		(1,315	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	(3,778	)
Cost of sales excluding depreciation, amortization, and capitalization						2,454
Depreciation and amortization						(62	)
Capitalization of software costs						11

						(1,375	)

Operating Expenses:
Research and development costs						(76	)
Selling costs						(68	)
Marketing costs						18
Professional and legal compliance costs						(12	)
Stock based compensation						(101	)
Acquisition expenses						7
Depreciation and amortization						(37	)
Other general and administrative expenses						329

					$	(1,315	)

Revenues

Total revenues in the second quarter of 2009 decreased $3.8 million or 22% in comparison with the second quarter of 2008 to $13.8 million. Of this decrease, virtually all $3.8 million was due to a decline in technology revenues, offset only slightly by a nominal improvement in software revenues ($9 or 0.2%). The improvement in software revenues was due primarily to increases in services and support and increased revenues from the acquisition of Version3 ($0.4 million), partially offset by a decrease in new software product sales, primarily fund accounting licenses ($0.2 million) and related third-party product sales ($0.3 million.) The 28% decrease in technology revenues was due primarily to a decrease in interactive whiteboard and infrastructure solutions partially offset by recurring service and support agreements.

Gross Profit

Gross profit for the second quarter of 2009 decreased $1.4 million or 30% in comparison with the second quarter of 2008, to $3.3 million. Of this decrease, $1.2 million was due to a decline in technology gross profit, with the remaining $0.2 million decrease from a decline in software gross profit. The decrease was due to a decline in the certain volumes and margins in both the technology and software segments. The decline in new software sales volume in the software segment and a decline in solutions sales and related installation revenues coupled with a significant portion of personnel costs being fixed in the technology segment, resulted in declining profit and margins. The decline in margin in the software segment was impacted by the lower continuing product sales coupled with the Version3 acquisition which has historically maintained margins lower than that of our ongoing operations. Increased amortization in connection with the write-up of products acquired in the Version3 acquisition to their fair market values, and reductions in the amount of development costs capitalized, with more labor efforts expended by developers to address quality assurance areas with an increasing number of installations of our Microsoft .Net and SQL version of our financial accounting software, also contributed to the decline in margin, and gross profit.

Operating Expenses

Operating expenses for the second quarter decreased approximately $0.1 million, or 2%, compared to the second quarter of 2008. The above table analyzes the major items that account for this decrease. The decrease was primarily a result having accrued an estimated corporate-wide bonus in 2008, with none being anticipated or accrued in 2009 in light of the challenging economy and its impact on our current year profitability. Reduced marketing and acquisition expenditures also contributed to the decrease. These decreases were partially offset by increased research and development, selling, depreciation and amortization, and professional and legal compliance costs as a result of acquisition and expansion efforts, and increased stock-based compensation expense related to an extension of investor relations efforts with a new support group. The $1.4 million decrease in gross profit, net of the $0.1 million improvement in operating expenses resulted in a decrease in operating income of $1.3 million or 72% compared to the prior year’s second quarter to $0.5 million, driven by the slow rate of improvement in spending from the education market space in the second quarter compared to our first quarter and its impact on our revenues.

Segment Information

CSI is organized into the two segments: Software applications and Technology solutions.

Software applications segment

Through our Software applications segment, we develop, sell, deploy and provide ongoing support of proprietary software applications.


	Three Months Ended
	June 30, 2009		June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	3,816	$	3,807	$	9
GROSS PROFIT		1,524		1,684		(160	)
OPERATING INCOME		122		332		(210	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	9
Cost of sales excluding depreciation, amortization, and capitalization						(115	)
Depreciation and amortization						(65	)
Capitalization of software costs						11

						(160	)

Operating Expenses:
Research and development costs						(76	)
Selling costs						(71	)
Marketing costs						(10	)
Depreciation and amortization						(44	)
Other general and administrative expenses						151

					$	(210	)

Software revenues remained relatively flat, increasing by $9, or 0.2% in comparison with the second quarter of 2008. The improvement in software revenues was due primarily to increases in services and support and increased revenues from the acquisition of Version3 ($0.4 million), offset by a decrease in new software product sales, primarily fund accounting licenses ($0.2 million) and related third-party product sales ($0.3 million).

Software cost of sales increased $0.2 million, or 8.0% in comparison with the second quarter of 2008. The increase in cost of sales came primarily from the addition of the Version3 operations. Increased amortization expense and increased salaries, wages and benefits related to the support for the .Net Microsoft SQL (application programming language and database) conversion effort, and for increased installation and training efforts, and amortization of developed software assets purchased in the acquisitions also contributed to the increase in cost of sales. The gross margin for the second quarter of 2009 was 40.4% compared to 44.2% in the second quarter of 2008. The decrease in the margin was due to lower new software sales from ongoing operations coupled with the increased expenses noted above and the addition of the prior year’s acquisitions with historically lower margins than our ongoing operations.

Software operating expenses for the segment were relatively flat, increasing by $50, or 4% in comparison with the second quarter of 2008. Increases in research and development, selling and marketing costs were driven primarily by the addition of the acquired Version3 operations. These increases were partially offset by a reduction in corporate wide bonuses (for reasons previously discussed). The segment experienced a decrease in segment operating income of $0.2 million, or 63% in comparison to the second quarter of 2008, driven by the reduction in gross profits from decreased margins from the impact of the acquired Version3 business with traditionally lower margins, increased costs associated with increased amortization of acquisition write-ups to fair value and increased support efforts with more installs of the latest version of our fund accounting product.

Technology solutions segment

Through our Technology solutions segment, we provide technology solutions through the sales and distribution of computers and accessories and offer a wide range of technology consulting services, including network and systems integration and computer support and maintenance services.


	Three Months Ended
	June 30, 2009		June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	9,957	$	13,744	$	(3,787	)
GROSS PROFIT		1,728		2,943		(1,215	)
OPERATING INCOME		637		1,636		(999	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	(3,787	)
Cost of sales excluding depreciation, amortization, and capitalization						2,569
Depreciation and amortization						3

						(1,215	)

Operating Expenses:
Selling costs						3
Marketing costs						30
Depreciation and amortization						7
Other general and administrative expenses						176

					$	(999	)

Technology revenues decreased $3.8 million, or 28% in comparison to the second quarter of 2008. The 28% decrease in technology revenues was due primarily to a decrease in interactive whiteboard and infrastructure solutions, also driven by reductions in education spending and most other hardware categories. These decreases were partially offset by increases in service and support agreements.

Technology cost of sales decreased $2.6 million, or 24% in comparison to the second quarter of 2008. The decrease in technology cost of sales accompanied the decrease in technology revenues for the related products. However, insufficient revenues to improve the ratio to fixed costs and unfavorable changes in product mix reduced the margins from 21.4% in the prior year’s second quarter to 17.4% in the second quarter of 2009, resulting in a larger percentage reduction in gross profit (41%) than that of sales (28%).

Technology operating expenses decreased $0.2 million, or 16.6% in comparison to the second quarter of 2008, primarily from the impact of reduced corporate-wide bonuses on the segment. Reduced selling, marketing and depreciation and amortization costs added to the decrease in operating expenses. As a result of the lower gross profit, partially offset by the reduction in operating expenses, the segment experienced a decrease in segment operating income of $1.0 million, or 61.0% in comparison to the second quarter of 2008.

The following tables summarize information about segment profit and loss for the quarters ended June 30, 2009 and 2008.


	Software Applications		Technology Solutions		Total Company
Three months ended June 30, 2009:
Net sales and service revenue	$	3,816	$	9,957	$	13,773
Gross profit		1,524		1,728		3,252
Segment income		122		637		(*	)
Segment assets		12,261		12,536		24,797

Three months ended June 30, 2008:
Net sales and service revenue	$	3,807	$	13,744	$	17,551
Gross profit		1,684		2,943		4,627
Segment income		332		1,636		(*	)
Segment assets		10,929		13,612		24,541

* See reconciliation below

Reconciliation of Segment income (non-GAAP measure) to operating income per consolidated Statements of Operations (GAAP measure):


	Three Months Ended
	June 30, 2009			June 30, 2008
Segment income:
Software applications segment	$	122		$	332
Technology solutions segment		637			1,636

TOTAL SEGMENT INCOME		759			1,968

Less: merger-related and compliance costs
Stock compensation – non-cash		(106	)		(5	)
Acquisition costs		(2	)		(9	)
Professional and legal compliance costs		(150	)		(138	)

OPERATING INCOME Per Consolidated Statement of Operations	$	501		$	1,816

Interest and Other Income and Expenses

Interest expense decreased in the second quarter of 2009 by $37, or 28.2%, compared to the second quarter of 2008. The decrease was primarily due to a more favorable interest rate on borrowings in 2009, than in the previous year, along with a lower average outstanding amount of interest bearing debt compared to the second quarter of the prior year, including lower debt outstanding following the sale of the Mobile, Alabama building (in connection with a move to a larger, leased facility) and lower outstanding balances on our line of credit facility.

Income Taxes

Income taxes decreased by $0.5 million or 13.2%, in the second quarter of 2009 compared to the second quarter of 2008. The decrease was due primarily to the decrease in pre-tax income from reduced operating income, and due to an unfavorable change in the effective tax rate from increased non-deductible items such as travel and mobile as a percent of operating income, when compared to the prior year.

Net Income and Earnings per Share

Net income decreased in the second quarter of 2009 by $0.8 million, or 79%, compared to the second quarter of 2008. The decrease was primarily due to the decrease in gross profit from both segments combined with the increased operating expenses in the software segment, and partially offset by the decrease in operating expenses of the technology segment.

Basic earnings per share decreased from $0.21 in the second quarter of 2008 to $0.03 in the second quarter of 2009. The decrease was primarily due to the decrease in net income combined with the increase in the number of basic shares following the issuance of common stock for acquisitions in 2008. Diluted earnings per share decreased from $0.08 in the second quarter of 2008 to $0.02 in the second quarter of 2009. The decrease was primarily due to the decrease in net income

combined with the increase in the number of basic shares following the issuance of common stock for acquisitions in 2008, and partially offset by the decrease in preferred shares in combination with the decrease in the warrants and employee stock options resulting from the application of the treasury stock method.

Consolidated Results of Operations for the Six Months Ended June 30, 2009 and 2008


	Six Months Ended
	June 30, 2009			June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	22,650		$	29,614	$	(6,964	)
GROSS PROFIT		5,033			7,651		(2,618	)
OPERATING (LOSS) INCOME		(385	)		2,640		(3,025	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales						$	(6,964	)
Cost of sales excluding depreciation, amortization, and capitalization							4,521
Depreciation and amortization							(137	)
Capitalization of software costs							(38	)

							(2,618	)
Operating Expenses:
Research and development costs							(167	)
Selling costs							(440	)
Marketing costs							(98	)
Professional and legal compliance costs							(11	)
Stock based compensation							(99	)
Acquisition expenses							31
Depreciation and amortization							(95	)
Other general and administrative expenses							472

						$	(3,025	)

Revenues

Total revenues for the first six months of 2009 decreased by approximately $7.0 million, or 24%, in comparison to the first six months of 2008 to approximately $22.7 million. The decrease was due primarily to a decrease in total technology revenues of $7.2 million from decreased hardware sales, primarily interactive classroom and infrastructure solutions and related services partially offset by increases in recurring services and support agreements. The net decrease in technology revenues was partially offset by an increase in total software sales of $0.3 million over the prior year, primarily from increased services, recurring support revenues and increased revenues from acquisitions ($0.8 million). The net increase in software revenues was partially offset by a decrease in new product sales, primarily fund accounting licenses ($0.4 million) and related third-party product sales ($0.6 million).

Gross Profit

Gross profit for the first six months of 2009 decreased approximately $2.6 million, or 34%, in comparison to the first six months of 2008 to approximately $5.0 million. The decrease was primarily due to the decrease in revenues, combined with an increase of 20% in the cost of sales of the software segment, partially offset by a decrease of 28% in technology cost of sales. The decrease in cost of sales followed the decrease in overall revenues. However, it was not sufficient to match the percent decline in revenues, resulting in the larger percent reduction in gross profit and a decline in margins. The gross margin for the first six months of 2009 was 22.2% compared to 25.8% in the first six months of 2008. The decline in new software sales volume in the software segment and a decline in solutions sales and related installation revenues coupled with a significant portion of personnel costs being fixed in the technology segment, resulted in declining profit and margins. The decline in margin in the software segment was impacted by: lower continuing product sales revenues coupled with the impact of the ICS and Version3 acquisitions which have historically maintained margins lower than that of our ongoing operations,; increased amortization in connection with the write-up of products acquired in the acquisitions to their fair market values; and reductions in the amount of development costs capitalized, with more labor efforts expended by developers to address quality assurance areas with an increasing number of installations of our Microsoft ..Net and SQL version of our financial accounting software.

Operating Expenses

Operating expenses for the first six months of 2009 increased approximately $0.4 million, or 8%, in comparison to the first six months of 2008. The above table analyzes the major items that account for this increase. The majority of the increase is reflected in increased selling and marketing costs related to the expansion into acquired regions, increased research and development and depreciation and amortization expenses in connection with acquired operations, and increased stock based compensation in connection with investor relations efforts renewed with the engagement of a new firm. These increases and a modest increase in compliance related costs were partially offset by a decrease in other expenses from the lack of a corporate-wide bonus accrual in the current year, compared to an accrued bonus with a more profitable performance in the first half of the prior year. The lower gross profit coupled with increased operating expenses resulted in a $3.0 million or 115% reduction in operating income to an operating loss of $0.4 million compared to that of the prior year.

Segment information

CSI is organized into the two segments: Software applications and Technology solutions.

Software applications segment


	Six Months Ended
	June 30, 2009			June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	7,137		$	6,864	$	273
GROSS PROFIT		2,581			3,063		(482	)
OPERATING (LOSS) INCOME		(235	)		708		(943	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales						$	273
Cost of sales excluding depreciation, amortization, and capitalization							(574	)
Depreciation and amortization							(143	)
Capitalization of software costs							(38	)

							(482	)
Operating Expenses:
Research and development costs							(167	)
Selling costs							(282	)
Marketing costs							(78	)
Depreciation and amortization							(105	)
Other general and administrative expenses							171

						$	(943	)

Software revenues improved by $0.3 million, or 4%, compared to the first six months of 2008 to $7.1 million. The improvement in software revenues was due primarily to increases in services and support and increased revenues from acquisitions ($0.8 million), partially offset by a decrease in new product sales, primarily fund accounting licenses ($0.4 million) and related third-party product sales ($0.6 million)

Gross profit declined by $0.5 million, or 16%, compared to the first six months of 2008 to $2.6 million. The decline in gross profit was due to the lower ongoing product sales, partially offset by acquired product revenues coupled with a decline in margin from increased costs. The decline in margin was driven by the acquired operations having historical margins lower than that of the ongoing operations, increased amortization in connection with the write-up of products acquired in the acquisitions to their fair market values, and reductions in the amount of development costs capitalized, with more labor efforts expended by developers to address quality assurance areas with an increasing number of installations of our Microsoft .Net and SQL version of our financial accounting software. The gross margin for the first six months of 2009 was 36.2% compared to 44.6% for the first six months of 2008.

Operating expenses for the first six months increased by approximately $0.5 million, or 20%, compared to the first six months of 2008. The above table analyzes the major items that account for this increase. The majority of the increase is reflected in selling, research and development, marketing and depreciation and amortization expenses driven by the impact of acquisitions. These increases were partially offset by the lack of a corporate-wide bonus accrual in the current year compared to an accrual being recorded in the prior year. The lower gross profit coupled with increased operating expenses resulted in a $0.9 million or 133% reduction in operating income to an operating loss of $0.2 million.

Technology solutions segment


	Six Months Ended
	June 30, 2009		June 30, 2008		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	15,513	$	22,750	$	(7,237	)
GROSS PROFIT		2,452		4,588		(2,136	)
OPERATING INCOME		205		2,208		(2,003	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	(7,237	)
Cost of sales excluding depreciation, amortization, and capitalization						5,095
Depreciation and amortization						6

						(2,136	)
Operating Expenses:
Selling costs						(158	)
Marketing costs						(20	)
Depreciation and amortization						10
Other general and administrative expenses						301

					$	(2,003	)

Hardware revenues for the first six months of 2009 declined approximately $7.2 million, or 32%, compared to the first six months of 2008 to $15.5 million. The decrease in hardware sales was attributed primarily to a decrease in interactive whiteboard and infrastructure solutions sales, partially offset by an increase in infrastructure services and support.

Gross profit for the first six months of 2009 declined approximately $2.1 million, or 47%, compared to the first six months of 2008 to $2.5 million. The decline was impacted by both the decreased sales volume and also reduced margins. The gross margin for the first six months of 2009 was 15.8% compared to 20.2% for the first six months of 2008, due to unfavorable changes in product mix and insufficient revenues to improve the ratio to fixed costs.

Operating expenses for the first six months decreased by approximately $0.1 million, or 5.6%, compared to the first six months of 2008. The above table analyzes the major items that account for this decrease. The majority of the decrease is reflected in other general and administrative expenses from the lack of a corporate-wide bonus accrual in the current year compared to an accrual being recorded in the prior year. Depreciation and amortization also decreased with lower capital investment in the technology segment. These decreases were partially offset by increased selling and marketing costs toward expansion of technology solutions into the territories added with the acquisition of software operations.

The following tables summarize information about segment profit and loss for the six months ended June 30, 2009 and 2008 and assets allocated to segments as of June 30, 2009 and 2008.


	Software Applications			Technology Solutions		Total Company
Six months ended June 30, 2009:
Net sales and service revenue	$	7,137		$	15,513	$	22,650
Gross profit		2,581			2,452		5,033
Segment (loss) income		(235	)		205		(	*)
Segment assets		12,261			12,536		24,797

Six months ended June 30, 2008:
Net sales and service revenue	$	6,864		$	22,750	$	29,614
Gross profit		3,063			4,588		7,651
Segment income		708			2,208		(	*)
Segment assets		10,929			13,612		24,541

* See reconciliation below

Reconciliation of Segment income (loss) (non-GAAP measure) to operating income per consolidated Statements of Operations (GAAP measure):


	Six Months Ended
	June 30, 2009			June 30, 2008
Segment (loss) income:
Software applications segment	$	(235	)	$	708
Technology solutions segment		206			2,208

TOTAL SEGMENT (LOSS) INCOME		(30	)		2,916

Less: merger-related and compliance costs
Stock compensation – non-cash		(108	)		(9	)
Acquisition costs		(2	)		(33	)
Professional and legal compliance costs		(245	)		(234	)

OPERATING (LOSS) INCOME Per Consolidated Statement of Operations	$	(385	)	$	2,640

Interest and Other Income and Expenses

Interest expense decreased in the first six months of 2009 compared to the first six months of 2008 by $56, or 21%, due to an improved interest rate environment in the finance markets.

Income Taxes

Income taxes declined for the first six months of 2009 by approximately $1.1 million, or 117.2%, compared to the first six months of 2008. The decrease was due primarily to the decrease in pre-tax income from reduced operating income, and due to an unfavorable change in the effective tax rate from increased non-deductible items such as travel and mobile as a percent of pre-tax income, when compared to the prior year.

Net Income and Earnings per Share

The Company reported a net loss in the first six months of 2009 of approximately $0.4 million, a decrease of approximately $1.9 million, or 130%, compared to the first six months of 2008, driven by the reduction in operating income.

Basic earnings per share declined from $0.30 for the first six months of 2008 to a basic loss per share of $0.07 for the first six months of 2009. The decrease was primarily due to the decrease in net income partially offset by the impact of an increase in the number of basic shares following the issuance of common stock for acquisitions in 2008. Diluted earnings per share decreased from $0.12 for the first six months of 2008 to a diluted loss per share of $0.07 in the second quarter of 2009. The decrease was primarily due to the decrease in net income and the exclusion of potential common shares in the 2009 calculation since, due to the net loss, the inclusion would have been anti-dilutive, partially offset by the increase in the number of basic shares following the issuance of common stock for acquisitions in 2008.

G. Liquidity and Capital Resources

Our strategic plan includes the expansion of the Company both organically and through acquisitions. Due to the long-term nature of investments in acquisitions and other financial needs to support organic growth, including working capital, we expect our long-term and working capital needs to periodically exceed the short-term fluctuations in cash flow from operations. Accordingly, we use debt and equity vehicles in addition to cash flow from operations to fund our growth and working capital needs. Currently our funds for working capital are provided under our $7.0 million revolving line of credit.

Events Impacting Liquidity and Capital Resources

Acquisitions

On March 31, 2008, CSI consummated the acquisition, effective April 1, 2008, of substantially all the assets and business operations of ICS. The total purchase price was $1,370 million in cash offset by $50 of liabilities, and the issuance by the Company of 209 shares of the Company’s common stock. The cash portion of the purchase price was paid at closing with a draw on our line of credit facility.

Effective August 14, 2008, we acquired substantially all the assets and business operations of Version3. The total purchase price was $0.2 million in cash and the issuance of 2.2 million shares of the Company’s common stock, and we assumed $88 of liabilities of Version3. The cash portion of the purchase prices were paid at closing with a draw on our line of credit facility.

Our utilization of draws under our bank revolver to fund the cash portion of the purchase price of the acquisitions has reduced our availability under the facility. Increased working capital requirements as a result of anticipated sales growth could put pressure on the adequacy of our bank revolving credit facility. Accordingly, we continue to evaluate other funding options, as discussed below under “—Credit Arrangements—Future Capital Needs.”

Cash Flows

For the six months ended June 30, 2009 and 2008 the Company had no significant increase in cash and cash equivalents with no significant cash on hand. Since the time of the reverse merger in 2005 the Company has operated in most periods without cash and in reliance on a revolving line of credit facility to fund its day to day working capital needs and acquisition activities.

Cash from Operating Activities

Cash provided by operating activities totaled approximately $3.9 million in the first six months of 2009 compared to cash used by operating activities of approximately $0.3 million in the first six months of 2008. The increase, $4.2 million, was due primarily to significant collection activity in the first six months of 2009 compared to that of 2008. Collections were slower at the end of 2008 due to slower collections on hardware from payments made following installations for more solutions sold as bundled projects, and increased work in connection with the E-Rate program of the Schools and Libraries Division of the Federal Government (which typically has a longer collection cycle). Accordingly the balance in receivables was much higher at the beginning of the current year than at the beginning of the prior year, resulting in significantly more collections in the first six months of 2009.

Significant changes since year end to balance sheet items related to operating activities are as follows:

Decreases in the consolidated balance sheet line items for accounts receivable were a result of the increased collections since the year end. The increase in inventories was due to the increased commitment for interactive whiteboard products to take advantage of volume purchase discounts and with the increased business in this product line which occurs mid-year while schools are not in operation. Accounts payable increased due to receiving inventory for volume purchase discounts. Deferred revenue increased due to more billings for support agreements being deferred than at December 31, since a significant portion of agreements are billed with either a July 1 or January 1 start date and the timing of technology solutions funding mid-year with a greater number of projects in progress then.

Cash from Investing Activities

Cash used for investing activities totaled $0.7 million in the first six months of 2009 compared to $2.3 million in the first six months of 2008. The decrease of $1.6 million was due primarily to there being no payments for acquisitions in the first six months of 2009, compared to a payment on March 31, 2008 for the acquisition, effective April 1, 2008, of ICS. A decrease in property and equipment purchases and capitalization of software costs also contributed to the decrease. On the balance sheet, since year end 2008, property and equipment, capitalized software costs, and other intangible assets all declined from reduced investment in property and capitalized software and no increase in other intangible assets with no new acquisitions being offset by ongoing depreciation and amortization. Goodwill also remained flat with no acquisition activity.

Cash from Financing Activities

Cash used for financing activities totaled $3.2 million in the first six months of 2009 compared to cash provided of $2.5 million in the first six months of 2008. The increase in cash used of $5.7 million was due to the increased collections on receivables which were used to pay down our revolving loan facility.

Non-GAAP Financial Measures: EBITDA and Adjusted EBITDA

Three and Six Month Periods Ended June 30, 2009 and 2008

EBITDA decreased 53% or $1.2 million to $1.1 million for the three months ended June 30, 2009 compared to EBITDA of $2.3 million reported for the same period in 2008. The decrease in EBITDA was primarily due to the decrease in net income over the prior year after adding back the related tax effects on the decreases in net income. Adjusted (financing) EBITDA for the quarter ended June 30, 2009 decreased by 48%, or $1.1 million, to $1.2 million compared to $2.3 million for the prior year for the same reason as the change in EBITDA and the change in stock-based compensation related to the engagement of a new investor relations firm.

EBITDA decreased 78% or $2.8 million to $0.8 million for the six months ended June 30, 2009 compared to EBITDA of $3.6 million reported for the same period in 2008. The decrease in EBITDA was primarily due to the decrease in net income over the prior year after adding back the related tax effects on the decreases in net income. Adjusted (financing) EBITDA for the six months ended June 30, 2009 also decreased by 75%, or $2.6 million, to $0.9 million compared to $3.6 million for the prior year for the same reason as the change in EBITDA and the change in stock-based compensation related to the engagement of a new investor relations firm.

Explanation and Reconciliation of EBITDA and Adjusted EBITDA

A reconciliation of Net Income reported under GAAP to EBITDA and Adjusted (Financing) EBITDA is provided below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
Reconciliation of net income (loss) per GAAP to EBITDA and Adjusted (Financing) EBITDA:
Net income (loss) per GAAP	$	215	$	1,011	$	(435	)	$	1,439
Adjustments:
Income tax expense (benefit)		192		674		(161	)		938
Interest expense, net		94		131		207			263
Depreciation and amortization of property and equipment and intangible assets (excluding Software development)		215		179		434			339
Amortization of software development costs		377		314		735			598

EBITDA	$	1,093	$	2,309	$	780		$	3,577

Adjustments to EBITDA to exclude those items excluded in loan covenant calculations:
Stock based compensation (non-cash portion)		106		5		108			9

Adjusted (Financing) EBITDA	$	1,199	$	2,314	$	888		$	3,586

Credit Arrangements

Credit Facilities

Prior to our going public through the reverse merger, we funded operations through cash flow from operations. In our 2005 reverse merger, which took the CSI operations public, substantially all of our cash was distributed to the founders in exchange for ownership. Due to continued acquisition activity and the recapitalization of the Company in connection with going public through a reverse merger, the Company frequently has no excess cash and relies on its $7.0 million line of credit facility with its bank to fund its working capital and other funding needs. Accordingly, we now use primarily our working capital facility and term loans to fund our operations. We also use other debt to finance our needs, as described below. See the notes to our unaudited consolidated financial statements included herein for more details.

Our current credit facilities consist of:

•

$7.0 million revolving line of credit, of which $4.2 million was drawn and $2.8 million available at June 30, 2009, which bears interest at LIBOR plus 2.5% and matures June 30, 2010;

•

$1.0 million equipment note, of which approximately $0.8 million was outstanding at June 30, 2009, which bears interest at LIBOR plus 2.5%, and has a three year amortization maturing in November 2010;

•

$2.3 million in subordinated notes to Barron Partners LP (“Barron”) and the five founding shareholders, of which $1.8 million remained outstanding at June 30, 2009, which bear interest at 15% and mature August 30, 2009. In order to conserve capital and borrowing capacity, we refrained from repaying the $2.3 million in subordinated notes upon their initial maturity in May 2006. The note holders have cooperated with our deferral of repayment, which, along with details of subsequent payment activity, is discussed further below under “—Future Capital Needs—Subordinated Promissory Notes.”

Future Capital Needs

Set forth below are factors which management believes could have a significant impact on our future cash and capital needs and resources.

Ongoing capital resources depend on a variety of factors, including:

•

$2.8 million available to our operations at June 30, 2009, under our $7.0 million line of credit;

•

burden of professional and legal compliance costs;

•

the anticipated level of capital expenditures for 2009 of $721 ($185 expended through June 30, 2009);

•

software development costs of approximately $1.0 million;

•

our scheduled debt service;

•

continued cooperation as to the deferral of payment on our subordinated debt;

•

potential future acquisitions; and

•

potential capital inflow from warrant exercises and the possibility that warrant exercises and related proceeds may not be fully realized.

The above items are described in more detail below.

Credit Facilities. Absent a significant cash inflow from the cash exercise of the warrants or otherwise, and in light of our growth and acquisition strategy, for the foreseeable future we will rely on a line of credit and borrowing facilities.

While we have drawn on our line significantly and paid it down from time to time, we cannot guarantee that cash flow from operations will be sufficient to repay our line of credit facility at the time it is due and adequately fund our growing working capital needs. In the alternative, we would attempt to refinance the credit facility with another lender. Although management currently believes that our existing lender will agree to a renewal of the facility, there can be no assurance that our bank will in fact do so or that replacement financing could be procured by us on favorable terms or at all. We cannot guarantee that operations will generate sufficient results to meet leverage ratios to support necessary borrowings or procure new financing. Further, any failure to resolve our default under or otherwise repay or restructure the subordinated notes, or to maintain the cooperation of the holders of such notes, could negatively impact our ability to renew our existing bank credit facility or procure a replacement. Without such a credit facility, we believe that our ability to fund our business operations, including providing sufficient working capital to fund sales growth, could be adversely affected.

Expected cash flow from operations. In addition to financing sources, our operating cash flow is a significant source for us to meet our future capital needs. Our ability to generate sufficient operating cash flow is dependent upon, among other things:

•

the amount of revenue we are able to generate and collect from our customers;

•

the amount of operating expenses required to provide our services;

•

the cost of acquiring and retaining customers; and

•

our ability to continue to grow our customer base.

Our cash flow from operations has been reasonably strong over the past couple years and through the current quarter, as we have improved our annual earnings and have had sufficient availability under our line of credit to support our working capital needs and fund acquisitions. Two of the three acquisitions have serviced the borrowings made to purchase them, and the third was purchased primarily with shares of our stock. Our greatest risk to cash flows at this time is the potential continuing impact of the current economic downturn, potentially mitigated by the potential for Stimulus funding to our customer base. Additionally, we have not paid our subordinated debt when it has come due, but rather used funds that would have been available to do so, to fund our acquisitions and working capital needs. While we believe our existing facility commitments, including our line of credit are sufficient to provide working capital in the short-term, this assessment does not take into account additional capital needs due to additional acquisitions, and it assumes growth does not significantly outpace our expectations. It also assumes we are able to effectively and timely control our costs if impacted significantly further by the recent economic downturn, and that we retain our ongoing ability to secure asset-based financing to fund our growth. We periodically engage in discussions as to other financing options and funding sources, including both debt and equity capital. Our primary reasons for pursuing other financing and equity capital are to reduce short-term economic risk relating to past and future acquisitions, and to repay our subordinated notes (potentially as part of a separate financing facility or with proceeds from the exercise of our warrants).

Purchase Commitments. The majority of our purchase commitments are based on firm purchase orders. However, from time to time we commit to purchase product in advance of customer commitments and as inventory to obtain volume pricing discounts or operational efficiencies. In 2008 we had purchase order commitments to Promethean, one of our major suppliers, for interactive whiteboard inventory purchases of $12.3 million. We may receive and agree to, but have not yet formally committed to any amounts for 2009. We have no other significant purchase commitments based on estimates of customer

demand that significantly exceed customer commitments. If actual customer demand were to differ significantly either in timing or volume from the purchase commitments, this could strain our available working capital resources. While management anticipates its purchase commitments will not differ significantly from its estimates of customer demand, there can be no assurance that this will in fact be the case.

Burden of Professional and Legal Compliance Costs. For the year ended December 31, 2008, professional and legal compliance costs, excluding stock-based (non-cash) compensation, totaled $434. In the first six months of 2009 we spent $245. These related primarily to compliance costs of operating as a public company, as well as legal and accounting costs for the registration of shares pursuant to the registration rights agreement. Management anticipates that the current level of expenses should continue and could increase somewhat, particularly as the Company grows or acquires other businesses and as the Company prepares for its first audit of its internal controls for the fiscal year ended 2009. The Company will continue to incur expenses to test and monitor controls related to the Sarbanes-Oxley Act, and to maintain the registration of shares through 2009 as required by its commitment to Barron. Although the Company is hopeful that costs related to supplementing the registration statement for updated financial and other information will be minimal, there can be no assurances that this will in fact be the case and cost savings realized. Management anticipates that some cost efficiencies may be realized as CSI gains experience as a reporting company and management seeks to manage compliance costs, and believes economies of scale will be achieved particularly with regard to these costs as the Company grows.

Short Term Capital Requirements. We currently anticipate that our capital needs for 2009 will principally consist of $1.0 million for software development and $721 for capital expenditures. In the first six months of 2009 we capitalized approximately $38 of software development costs and $185 in capital expenditures. We plan to fund 2009 needs for these items through cash flow from operations, our line of credit or other financing options discussed above.

Subordinated Promissory Notes. At June 30, 2009, subordinated promissory notes payable to shareholders totaled approximately $1.8 million. Although we possessed adequate availability on the May 9, 2006 due date to repay the subordinated notes, management believed that cash flow from operations and remaining availability under the bank revolving credit facility following such a drawdown would not be sufficient to fund ongoing working capital needs. We also anticipated that such a refunding of the subordinated notes with bank debt would have caused us to fail to comply with equity related covenants with the bank, given that the subordinated notes are treated as equity for such ratios. Accordingly, after consultation with the bank and the holders of the subordinated notes, we determined it was not in the best interest of all stakeholders to pay the notes at maturity, and the subordinated notes remained due and payable. We pay a default interest rate of 15%, both on the principal balance and any interest not paid quarterly. From time to time we have also deferred the payment of interest to preserve working capital. Specifically, we took this action in the first and second quarters of 2007 as a precautionary measure considering the cash requirement needed for the acquisition of the McAleer operations. Subsequently we paid this and other interest due and no interest was in arrears as of June 30, 2009 or as of the date of this report.

On April 23, 2008, we and each of the holders of the subordinated notes entered into a letter agreement which extended the maturity date of such notes until March 31, 2009. Each note holder also waived existing and past payment defaults and the notes will continue to bear interest at the default rate of 15%. In exchange for the extension and waiver, we made principal payments on the subordinated notes totaling $300, paid pro-rata among the note holders. Again on May 13, 2009, similar to the action taken at April 23, 2008, we and each of the holders of the subordinated notes entered into an informal agreement to extend the notes until August 30, 2009. In exchange for the extensions, we made a principal payment on the subordinated notes totaling $200, paid pro-rata among the note holders. Under this agreement, the Company seeks to enter into a new and separate term loan facility, preferably with its existing bank, to fund the payout of Barron, and to negotiate to restructure the notes payable to the remaining holders.

While we anticipate continued cooperation of the note holders considering our efforts to refinance the Barron portion and ultimately pay off the remaining subordinated debt, we can give no assurance that we will be able to successfully restructure, extend or repay the subordinated notes, or that the note holders will continue to cooperate. Our bank lender in the past has consented with respect to the subordinated notes and has granted waivers relating to their prior nonpayment. The notes are subordinated to our senior bank debt, and we believe the ability of the note holders to have direct recourse against us is limited. However, if we fail to repay the subordinated notes at the new August 30, 2009 maturity date, the holders of the subordinated notes may take actions that could adversely affect the Company, including acting to accelerate the subordinated debt, thereby potentially triggering a default under our credit facility with our bank. Such note holders also might take legal or other adverse collection actions against the Company. We can therefore give no assurances as to what adverse collection actions the subordinated note holders might take, and the impact such actions and default might otherwise have on our other creditors and our financial condition. However, we do not anticipate any of the note holders taking any action detrimental to us. It should be noted that five of the subordinated note holders are currently significant stockholders of the Company, and four of these are executive officers. The sixth note holder, Barron, holds all our preferred stock.

Potential Acquisitions. We are examining the potential acquisition of companies and businesses within our industry. We are unable to predict the nature, size or timing of any such acquisition, and accordingly are unable to estimate the capital resources which may be required. Any acquisition would be subject to our utilizing capital sources in addition to those described above. These alternative sources could include the issuance of our common stock or other securities in an acquisition, seller financing, and bank and other third party financing, among other things. We can give no assurance that, should the opportunity for a suitable acquisition arise, we will be able to procure the financial resources necessary to fund any such acquisition or that we will otherwise be able to conclude and successfully integrate any acquisition.

We acquired McAleer on January 2, 2007. We believe the acquisition of this leading provider of fund accounting based financial management software in Alabama fits within our acquisition strategy. We anticipate that the acquisition of McAleer will provide several benefits as discussed in “—A. Introduction—Strategy.” Also, on March 31, 2008, we consummated the acquisition, effective April 1, 2008, of substantially all of the assets and business operations of ICS and of Version3 on August 14, 2008. We believe that the acquisition of ICS and Version3 will, likewise, provide a number of strategic benefits as discussed in “—A. Introduction—Strategy.” A large portion of the cash consideration for the McAleer and ICS acquisitions was funded by draws under our bank revolving credit facility, thereby reducing our availability under the facility to support working capital needs. Also, the acquisition of McAleer and ICS, like most acquisitions by the Company of other operating businesses, has increased working capital needs of the Company from time to time, primarily due to differences in the timing of collections, typically once a year, and ongoing labor costs for product implementations and the provision of support services. While our line of credit may be sufficient, its adequacy may be strained by our increased working capital and other needs as a result of acquisition activity. We continue to pursue other opportunities for increasing funds available to us in light of the potentially greater capital needs of a larger organization. A number of options, as discussed above, are under consideration, and could provide longer-term financing to match the longer-term nature of an acquisition related investment.

Potential Capital Inflow from Warrants Exercise. A significant amount of cash and capital for the Company would be generated by the exercise by Barron of its common stock warrants (“Barron warrants”). The exercise of the remaining warrants with an exercise price of $0.70 would generate approximately $0.4 million. The exercise of our warrants priced at $0.85 would generate approximately $1.4 million. The exercise of our warrants priced at $1.3972 would generate approximately $2.8 million. The exercise of our warrants with a price of $2.0958 would generate approximately $4.2 million. We have also issued warrants for 300 shares to DC Consulting, an investor relations firm, each for the purchase of 100 shares at exercise prices of $0.70, $1.00 and $1.20, respectively. The exercise of these warrants (“DC Consulting warrants”) could generate approximately $0.3 million.

Pursuant to our May 13, 2009 agreement with the subordinated note holders, we are required to initially apply the proceeds from exercise of the warrants to repayment of the approximately $2.0 million principal of the notes. We may utilize proceeds in excess of that amount for working capital or expansion opportunities.

The exercise of the warrants is in the sole discretion of Barron and DC Consulting (collectively “the holders”), subject to in the case of the Barron warrants, restrictions in the preferred stock and the warrants agreements prohibiting Barron from beneficially holding greater than 4.9% of our outstanding common stock at any time. Although we presume any decision by the holders to further exercise the warrants or any portion would depend upon our stock price, results of operations and the long term outlook for the development of our business, among other things, we cannot predict if and when the holders may exercise the warrants. Accordingly, there can be no assurance that the holders will exercise additional warrants and that we will receive any resulting capital.

The Barron warrants may be exercised on a cashless basis, in which case the Company would receive no cash proceeds. However, Barron is prohibited from electing a cashless exercise so long as there is an effective registration statement with respect to the shares underlying the warrants. Accordingly, it will be important for us to maintain the effectiveness of the registration statement covering the warrant shares in order to assure the receipt of equity capital from the exercise of the warrants. Our registration statement was declared effective on February 14, 2006 and updating amendments were likewise declared effective on May 14, 2007, May 9, 2008, and May 12, 2009. Barron has not invoked the cashless exercise provision. The DC Consulting warrants contain no provision for a cashless exercise.

Adequacy of Liquidity and Capital Resources.

Based on management’s assessment giving consideration to the above items, including the availability under our line of credit facility, and presuming no impact from the current economic downturn so significant as to cause the Company to not meet its debt covenants, management anticipates that our cash flow from operations and our existing bank credit facilities will be adequate to fund our short term liquidity and capital needs for operations over the next twelve months. Accordingly,

(i) further increased working capital requirements as a result of anticipated sales growth significantly beyond our expectations, (ii) cash flows lower than anticipated without a corresponding decline in working capital requirements and (iii) either of the above in combination with the addition of funding needs and working capital requirements associated with any other acquisition, could put pressure on the adequacy of our bank revolving and other credit facilities.

We continuously consider and pursue other financing options which could include mezzanine financing or other capitalization alternatives. These options are under consideration and could provide longer-term financing to match our long-term capital needs. Such needs would include providing longer term financing for the recent acquisitions of McAleer, ICS and Version3, potentially supporting additional acquisition activities, and increased working capital. Our evaluation of potential long-term funding sources has also included exercise of the warrants held by Barron. Encouraging the earlier exercise of the warrants and an earlier increase in the float of our stock entered into our decision to reduce the pricing on a portion of the warrants in the fourth quarter 2006. In late 2007 Barron exercised for approximately 1.0 million warrant shares providing capital proceeds of approximately $0.7 million. There is no guarantee additional warrant exercises will occur or when. Depending on cash flow from current operations or warrant exercises, should we find longer-term funding unnecessary, we may not take advantage of such additional funding options, thereby paying down debt and minimizing any potential for dilution from any additional raise of capital.

Any of the aforementioned events or circumstances could involve significant additional funding needs in excess of the identified current available sources, and could require us to raise additional capital to meet these needs. However, our ability to seek additional capital, if necessary, is subject to a variety of additional factors that we cannot presently predict with certainty, including:

•

the commercial success of our operations;

•

the volatility and demand of the capital markets; and

•

the future market prices of our securities.

There is no guarantee CSI could obtain access to additional funding or at reasonable rates. The failure of CSI to meet covenant requirements, raise capital through the exercise of the warrants or find or obtain other funding at reasonable rates, could have a negative impact on our business.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, including, without limitation, those controls and procedures designed to ensure that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosures.

Our management, under the direction of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009. Based upon this evaluation our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls were effective as of June 30, 2009.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is involved in various claims and legal actions arising in the normal course of business. Management believes that these proceedings will not result in a material loss to the Company.

Item 1A. Risk Factors.

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-looking and Cautionary Statements,” in Part I-Item 2 of this Form 10-Q. More detailed information concerning our risk factors may be found in Part I-Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”).

There have been no material changes in the risk factors previously disclosed in Part I-Item 1A of our Form 10-K.

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

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of stockholders was held on Thursday, May 7, 2009. The common stockholders voted for the election of five (5) directors to serve for terms of one (1) year each, expiring on the date of the 2010 Annual Meeting of stockholders or until their successors have been duly elected and qualified. The results of the voting in these elections are set forth below.


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Anthony H. Sobel	6,199,889	292,280	—
Shaya Phillips	6,199,889	292,280	—
Jeffrey A. Bryson	6,199,889	292,280	—
Nancy K. Hedrick	6,199,886	292,283	—
Thomas P. Clinton	6,199,886	292,283	—

The five directors elected above constituted the entire Board prior to the election. Therefore, there were no additional directors whose terms continued after the meeting.

Item 5. Other Information.

I.	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Our revolving credit arrangement with RBC Bank (USA) is a facility under which we may borrow, repay and then re-borrow. Advances and repayments occur daily under the credit facility, reflecting cash receipts and the Company’s working capital needs. Set forth below is the outstanding balance as of specific dates through August 10, 2009. The balances presented reflect aggregate advances and pay downs which the Company deems material, or significant. Such information through May 12, 2009, was previously disclosed in our Form 10-Q filed with the Securities and Exchange Commission on May 15, 2009.


Date	Loan Balance
May 13, 2009	$	820
May 20, 2009		2,368
May 26, 2009		3,338
May 29, 2009		3,584
June 5, 2009		4,305
June 9, 2009		3,177
June 12, 2009		4,746
June 16, 2009		4,318
June 22, 2009		5,141
June 23, 2009		3,367
June 30, 2009		2,811
July 3, 2009		3,316
July 8, 2009		1,865
July 15, 2009		2,226
July 20, 2009		3,607
July 28, 2009		2,834
July 30, 2009		2,674
August 3, 2009		3,894
August 5, 2009		3,894
August 10, 2009		3,339

Item 6. Exhibits.


Exhibit Number		Description
10.1		Waiver Letter between the Company and RBC Bank (USA) dated May 12, 2009, relating to payments on, and amendments to, certain Subordinated Notes held by shareholders (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 15, 2009).

10.2		Extension of Subordinated Notes and Waiver dated May 12, 2009 between the Company, Barron Partners LP, Joe G. Black, Nancy K. Hedrick, Beverly N. Hawkins, Thomas P. Clinton, and William J. Buchanan (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 15, 2009).

10.3		Consulting Agreement dated May 13, 2009 between the Company and DC Consulting, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on May 15, 2009).

*31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

*31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

*32		Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMPUTER SOFTWARE INNOVATIONS, INC.

Date: August 12, 2009	By:	/s/ Nancy K. Hedrick
		Nancy K. Hedrick
		President and Chief Executive Officer

Date: August 12, 2009	By:	/s/ David B. Dechant
		David B Dechant
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
10.1		Waiver Letter between the Company and RBC Bank (USA) dated May 12, 2009, relating to payments on, and amendments to, certain Subordinated Notes held by shareholders (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 15, 2009).

10.2		Extension of Subordinated Notes and Waiver dated May 12, 2009 between the Company, Barron Partners LP, Joe G. Black, Nancy K. Hedrick, Beverly N. Hawkins, Thomas P. Clinton, and William J. Buchanan (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 15, 2009).

10.3		Consulting Agreement dated May 13, 2009 between the Company and DC Consulting, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on May 15, 2009).

*31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

*31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

*32		Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

*Filed herewith.