Form: 8-K/A

Current report

 

Exhibit 99.2

 

COMPUSYSTEMS, INC.

Financial Statements

March 31, 2025 and 2024

 

 

 

 

COMPUSYSTEMS, INC.

CONTENTS

March 31, 2025 and 2024

 

    Pages(s)
FINANCIAL STATEMENTS    
Balance Sheets   3
Statements of Operations   4
Statements of Changes in Stockholders' Equity   5
Statements of Cash Flows   6
Notes to Financial Statements   7-12

 

 

 

 

COMPUSYSTEMS, INC.

BALANCE SHEETS

March 31, 2025 and December 31,2024

 

    2025     2024  
ASSETS            
CURRENT ASSETS            
Cash   $ 723,446     $ 190,768  
Accounts receivable, net     454,071       545,481  
Unbilled receivables     296,485       128,548  
Materials inventory     102,637       114,747  
Prepaid expenses and other     75,250       120,789  
Total current assets     1,651,890       1,100,333  
RIGHT-OF-USE ASSETS     633,866       711,481  
PROPERTY AND EQUIPMENT, NET     2,975,129       2,904,093  
OTHER ASSETS                
Deposits     133,900       133,900  
Total other assets     133,900       133,900  
TOTAL ASSETS   $ 5,394,785     $ 4,849,804  
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                
CURRENT LIABILITIES Accounts payable   $ 461,082     $ 444,548  
Accrued expenses     2,902,455       2,756,832  
Customer deposits and allowances     262,634       177,853  
Line of credit     1,750,000       1,750,000  
Current maturities of long-term debt     957,616       1,183,101  
Operating lease liabilities, current portion     308,996       334,459  
Loan from shareholder     1,175,000       1,033,000  
Total current liabilities     7,817,783       7,679,793  
LONG-TERM LIABILITIES                
Operating lease liabilities, net of current portion     324,870       377,022  
STOCKHOLDERS' EQUITY (DEFICIT)                
Common stock, no par value, 1,000,000 shares authorized, 362,500 shares issued and 312,500 shares outstanding     -       -  
Paid-in-capital     4,160,000       4,160,000  
Accumulated deficit     (6,565,100 )     (7,024,243 )
Less treasury stock, at cost     (342,768 )     (342,768 )
Total stockholders' equity (deficit)     (2,747,868 )     (3,207,011 )
TOTAL LIABILITIES AND NET ASSETS   $ 5,394,785     $ 4,849,804  

 

See accompanying notes to financial statements.

 

3

 

 

COMPUSYSTEMS, INC.

STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2025 and 2024

 

    2025     2024  
SALES            
Registration   $ 707,982     $ 1,073,747  
Exhibitor software     1,867,230       1,814,175  
Total sales     2,575,212       2,887,922  
COST OF SALES     2,062,496       2,225,498  
GROSS PROFIT     512,717       662,424  
OPERATING EXPENSES                
Sales and marketing     251,767       251,756  
General and administrative     421,546       404,284  
Depreciation and amortization     258,877       557,572  
Total operating expenses     932,190       1,213,611  
OPERATING INCOME (LOSS)     (419,473 )     (551,187 )
OTHER INCOME (EXPENSE)                
Interest expense     (68,230 )     (100,694 )
Break up fee (Note 8)     1,000,000       -  
Litigation and other (Note 7)     (53,158 )     (20,693 )
Total other income (expense)     878,612       (121,387 )
NET LOSS   $ 459,139     $ (672,574 )

 

See accompanying notes to financial statements.

 

4

 

 

COMPUSYSTEMS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Three months ended March 31, 2025 and 2024

 

    Common     Paid-In     Treasury     Accumulated        
    Stock     Capital     Stock     Deficit     Total  
Balance at January 1, 2024   $      -     $ 4,160,000     $ (342,768 )   $ (6,866,772 )   $ (3,049,540 )
Net Income (Loss)     -       -       -       (672,574 )     (672,574 )
Balance at March 31, 2024   $ -     $ 4,160,000     $ (342,768 )   $ (7,539,346 )   $ (3,722,114 )
Balance at January 1, 2025   $ -     $ 4,160,000     $ (342,768 )   $ (7,024,239 )   $ (3,207,007 )
Net Income (Loss)                             459,139       459,139  
Balance at March 31, 2025   $ -     $ 4,160,000     $ (342,768 )   $ (6,565,100 )   $ (2,747,868 )

 

See accompanying notes to financial statements.

 

5

 

 

COMPUSYSTEMS, INC.

STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2025 and 2024

 

    2025     2024  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income (loss)   $ 459,139     $ (672,574 )
Adjustments to reconcile change in net assets to net cash from operating activities                
Depreciation and amortization     258,877       557,572  
                 
(Increase) decrease in:                
Accounts receivables     89,504       56,705  
Unbilled receivables     (166,032 )     218,471  
Materials inventory     12,109       7,645  
Prepaid expenses, deposits and other     45,539       38,880  
Increase (decrease) in                
Accounts payable     16,535       (159,664 )
Accrued expenses and other     129,010       227,009  
Customer deposits and allowances     126,459       213,276  
Total adjustments     512,002       602,323  
Net cash from operating activities     971,142       487,320  
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property and equipment     (8,219 )     (105,017 )
Development in progress, customized software     (321,694 )     (250,523 )
Net cash used in investing activities     (329,913 )     (355,540 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Net borrowings on revolving line of credit     -       -  
Payments on long-term debt     (250,551 )     (213,983 )
Debt proceeds     142,000       45,000  
Net cash from financing activities     (108,551 )     (168,983 )
NET INCREASE (INCREASE) IN CASH     532,678       (37,203 )
CASH, BEGINNING OF PERIOD     190,768       355,205  
CASH, END OF PERIOD   $ 723,446     $ 318,002  
Supplemental disclosure of cash flow information Cash payments for interest   $ 68,230     $ 100,694  

 

See accompanying notes to financial statements.

 

6

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

1. NATURE OF OPERATIONS

 

CompuSystems, Inc. (CSI), incorporated on July 20, 1976 under the Illinois business corporation act of 1933, provides registration, lead collection, and ancillary data processing services to the meeting, convention and tradeshow industry. CSI in December 2024 redomesticated and is now a Texas corporation. CSI conducts business throughout the United States, and in Europe and Asia.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Presentation

 

The financial statements are prepared on the accrual basis of accounting whereby revenues and assets are recognized when earned, and expenses and liabilities are recognized when incurred.

 

Cash

 

Cash consists of demand deposits in financial institutions that include balances the exceed federally insured limits. CSI has not experienced any losses on such accounts and its management does not believe it is exposed to significant risk.

 

Allowance for Credit Losses

 

CSI grants trade credit to its customers located within and outside of the United States of America. The allowance for credit losses is an estimate based on CSI's historical collection experience.

 

Such allowances were $108,568 and $128,568 as of March 31, 2025 and December 31, 2024, respectively.

 

Unbilled Receivables

 

Unbilled receivables consist of costs incurred for future shows in excess of billing realized.

 

Materials Inventory

 

Materials inventory is stated at the lower of cost (determined under the first-in, first-out method) or market.

 

Property and Equipment

 

Property and equipment is recorded at cost. Depreciation is provided using straight-line and accelerated methods over the estimated useful lives of assets ranging from 3 to 15 years.

 

CSI capitalizes in-house and contracted costs related to the design, development, and implementation of computer software marketed to clients and to exhibitors and registrants attending client events. Such capitalized costs are amortized over a three-year term.

 

7

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Customer Deposits and Allowances

 

Customer deposits and allowances consist of remittances for future shows. Such deposits are applied to revenue in the period in which the show occurs or refunded.

 

Revenue Recognition

 

Revenue is primarily from the sale of products, services, and digital assets, including software, applications, technology solutions, lead generation, customer support, and event-related activities. Revenue is recognized once service or product is invoiced and delivered, all typically within one year. Additional revenue is derived from rental income, physical goods sales, and other sources.

 

Leases

 

Effective January 1, 2022, CSI implemented Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No 2016-02, Leases (Topic 842), which requires the recognition of right-of-use assets and lease liabilities based on the present value of the remaining lease payments. A risk-free rate of return of 3.39% was used as the discount rate in order to determine present value.

 

Income Taxes

 

CSI has elected to be taxed as an S corporation under the provisions of the Internal Revenue Code. Under these provisions, the company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal income tax on their respective share of the CSI's taxable income. CSI is subject to other various state and franchise taxes in states in which operations are conducted.

 

CSI evaluates all significant tax positions for federal and state income tax purposes. As of March 31, 2025 and 2024, CSI does not believe it has taken any positions that would require the recording of any additional tax liability.

 

CSI is subject to routine audits by taxing jurisdictions. Tax years that remain open for examination generally include the current and threee preceding years, however, there are currently no audits for any tax periods in progress. CSI's policy is to classify income tax related interest and penalities in interest expense and other expenses.

 

8

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates

 

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

3. PROPERTY AND EQUIPMENT

 

Property and equipment as of March 31, 2025 and December 31, 2024 consists of:

 

    2025     2024  
Production equipment and lead collection devices   $ 1,254,400     $ 1,246,181  
Customized software     8,608.163       8,286,469  
Office furniture, fixtures, and equipment     29,007       29,007  
Leasehold improvements     115,283       115,283  
Transportation equipment     28,237       28,237  
Total property and equipment     10,035,090       9,705,177  
Less accumulated depreciation and amortization     (7,059,961 )     (6,801,084 )
Property and equipment, net   $ 2,975,129     $ 2,904,093  

 

Depreciation and amortization expense for the three months ended March 31, 2025 was $258,877.

 

9

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

4. REVOLVING LINE OF CREDIT AND TERM LOAN

 

CSI maintains a $2,000,000 revolving line of credit (LOC) that originated in March 1, 2021, has a one-year term, is secured by a Blanket UCC Lien on all business assets, and has an interest rate equal to the prime rate as published in the Wall Street Journal plus one percent (which was 8.50% as of December 31, 2023) and has been periodically renewed. Effective February 28, 2025, the LOC has been renewed through May 30, 2025 with interest at the prime rate plus 4.00%. Interest on the revolving line of credit is computed daily and is payable on a monthly basis.

 

CSI also has a term loan that originated in August 2016 in the amount of $4,912,117. This loan bears a variable interest rate equal to the lender's prime rate plus one percent (which was 8.5% as of January 31, 2023), and is collateralized by all business assets. The loan, as amended in March 2021, was due April 1, 2023 and has been periodically renewed. Effective February 28, 2025, the term loan was renewed through May 30, 2025.

 

The revolving line of credit and bank loan agreements are subject to meet certain loan covenants pertaining to debt service liquidity. As of March 31, 2025, CSI was in compliance with these covenants or they were waived.

 

Effective April 19, 2024, CSI entered into a loan and security agreement with a related party which provides for loans up to $1,500,000 with interest payable at 15% and a maturity date of October 31, 2025.

 

5. LEASES

 

CSI is party to separate lease agreements for its primary office space and warehouse facilities. The lease agreement for CSI’s primary office space located at 2601 Navistar Drive, Lisle, Illinois commenced in July 2020 and continued through June 2023. During July 2022, the agreement was renewed through June 2027 at an initial annual base rent of $178,882, scheduled to increase by $0.50 per rentable square foot annually through the end of the lease term. Rent expense under this agreement for the quarters ended March 31, 2025 and 2024 was $46,753 and $45,737, respectively.

 

The lease agreement for CSI’s warehouse facilities located at 4995 Varsity Drive, Lisle, Illinois commenced in October 2014 and continues through December 2025. Initial monthly rent under this agreement was $6,184 and is scheduled for 3% annual increases. Rent expense under this agreement for the quarters ended March 31, 2025 and 2024 was $24,932 and $24,206, respectively.

 

10

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

5. LEASES (Continued)

 

During June 2024, CSI entered into an equipment finance agreement requiring 60 monthly payments of $3,745 through June 2029 with a discount rate of 8.5%. The agreement is collateralized by the underlying equipment acquired.

 

In accordance with generally accepted accounting principles in the United States of America, CSI has recognized right-of-use assets and corresponding lease liabilities as follows:

 

    Office     Warehouse     Equipment     Total  
2025   $ 141,782     $ 75,358     $ 33,705     $ 250,844  
2026     193,110       -       44,940       238,050  
2027     113,834       -       44,940       158,774  
2028     -       -       44,940       44,940  
2029     -       -       22,470       22,470  
Total lease payments   $ 48,726     $ 75,358     $ 190,995       715,078  
Less: Interest                             (81,212 )
Present value of lease liabilities                           $ 633,866  

 

6. EMPLOYER PROFIT-SHARING AND 401(K) CONTRIBUTIONS

 

The Company maintains a 401(k) plan that covers substantially all of its employees. Under the 401(k) plan, the Company can voluntarily match 35% of employee contributions up to 3% of each participating employee's gross compensation. The Company made voluntary matching contributions to the plan for the quarters ended March 31, 2025 and 2024 of $9,703 and $12,093, respectively.

 

7. CONTINGENCIES

 

Pursuant to an amended complaint filed on September 23, 2024, a vendor of CSI is seeking to collect from CSI approximately $929,000 in unpaid invoices. CSI has submitted its response on October 17, 2024 disputing this claim and has filed a counterclaim alleging deficiencies in services rendered, seeking damages of approximately $6 million for amounts previously paid. Due to the deficiencies in services, CSI has written off related amounts previously capitalized and recorded an impairment loss for the remaining unamortized amount of $1,614,487 as of December 31, 2023. Management plans to vigorously defend this action and does not anticipate any further losses.

 

11

 

 

COMPUSYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2025

 

8. PENDING SALE OF ASSETS

 

On December 19, 2024, CSI entered into an asset purchase agreement with another party to sell substantially all of CSI's asset which is scheduled to close no later than May 15, 2025. In connection with this sale, certain liabilities will be transferred to the purchaser pursuant to terms of the asset purchase agreement. Proceeds from the sale will be used to satisfy remaining liabilities retained by CSI. Subsequent to the sale, management plans to wind down operations of CSI which will ultimately be dissolved.

 

In the first quarter of 2025, a “Breakup Fee” of $1,000,000 previously held in escrow in connection with the asset purchase was released to CSI in connection with CSI agreeing to the terms of that certain Second Amendment to the Asset Purchase Agreement. That $1,000,000 fee is included in other income.

 

9. SUBSEQUENT EVENTS

 

The pending sale described in footnote 8 closed on May 20,2025.

 

Other than the matter described above, management is not aware of any additional subsequent events that would require recognition or disclosure in the financial statements.

 

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