Edgar Filing: Computer Software Innovations, Inc.

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FORM 424B3

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

PROSPECTUS SUPPLEMENT NO. 14

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 November 5, 2010 filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2010, its Form 10-Q (without exhibits) dated September 30, 2010 filed with the Commission on November 15, 2010, and its Form 8-K dated November 15, 2010 filed with the Commission on November 15, 2010.

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 October 21, 2010, August 17, 2010, July 2, 2010, June 23, 2010, April 22, 2010, April 14, 2010, April 1, 2010, March 9, 2010, December 23, 2009, November 19, 2009, September 25, 2009, August 14, 2009 and May 20, 2009, which Prospectus Supplements are 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. 14 is. November 17, 2010.

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) November 5, 2010

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 1.01.

Entry into a Material Definitive Agreement.

On November 5, 2010, Computer Software Innovations, Inc. (the “Company”) entered into a Modification Agreement (the “Modification Agreement”) and an Amended and Restated Commercial Promissory Note in the amount of $1,112,827.00 (the “Amended and Restated Note”, collectively with the Modification Agreement referred to herein as the “New Equipment Arrangement”) with RBC Bank (USA) (the “Bank”).

The New Equipment Arrangement amends that certain agreement entered into by the Company on February 14, 2006 with the Bank for a forty-two month equipment term loan of $400,000 at a fixed rate of 7.5% per year (the “Equipment Facility”). The Equipment Facility was and is collateralized by substantially all of the assets of the Company. It is used periodically to refinance the Company’s capital expenditures initially financed through its bank credit facility. On January 2, 2007, the Company entered into a modification of the Equipment Facility, whereby the equipment loan was increased to $800,000 with interest at 7.85% per annum. Following such modification, principal and interest were payable in thirty-six consecutive monthly payments of $25,015 continuing until January 1, 2010. The Equipment Facility was also modified on November 14, 2008. Pursuant to that modification, the equipment loan was increased to $1.0 million, and bore interest at 30-day LIBOR plus 250 basis points. Principal and interest were payable in twenty-four consecutive monthly payments of principal and interest of $40,000 continuing until November 15, 2010.

On November 5, 2010, the Equipment Facility was again modified, increasing the loan by $1.0 million to $1,112,827.00, under the same payment and other terms as with its previous modification. The purpose of the New Equipment Arrangement is to refinance the Company’s most recent capital expenditures initially financed through its bank credit facility and improve its availability under its bank credit facility for working capital purposes. The Amended and Restated Note is subject to acceleration upon default pursuant to the terms of the Second Amended and Restated Loan and Security Agreement dated September 14, 2007, as amended. Those terms have been previously disclosed in Note 8 to the audited consolidated financial statements for the years ended December 31, 2009 and 2008 in the Company’s Form 10-K dated December 31, 2009, and are incorporated herein by reference.

The Amended and Restated Note and the Modification Agreement are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 2.03.

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

The disclosure contained in Item 1.01 above is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:


Exhibit Number		Description
10.1*		Amended and Restated Commercial Promissory Note in the amount of $1,112,827.00 dated November 5, 2010 from the Company payable to RBC Bank (USA)

10.2*		Modification Agreement dated November 5, 2010 between the Company and RBC Bank (USA)

*	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 hereunto duly authorized.


COMPUTER SOFTWARE INNOVATIONS, INC.

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

Dated: November 12, 2010

EXHIBIT INDEX


Exhibit Number		Description
10.1*		Amended and Restated Commercial Promissory Note in the amount of $1,112,827.00 dated November 5, 2010 from the Company payable to RBC Bank (USA)

10.2*		Modification Agreement dated November 5, 2010 between the Company and RBC Bank (USA)

*	Filed herewith.

Exhibit 10.1


				Bank Use Only:		Customer Number
						Account Number

RBC BANK

Amended and Restated

Commercial Promissory Note


$1,112,827.00		Greenville, South Carolina
		November 5, 2010
Term Loan

WHEREAS, COMPUTER SOFTWARE INNOVATIONS, INC. (“Borrower”) with a mailing address of 900 East Main Street, Suite T, Easley, South Carolina 29640, executed that certain Commercial Promissory Note from Borrower to RBC Centura Bank (now known as RBC Bank (USA)) (“Bank”), dated January 2, 2007, as modified by that certain Modification Agreement dated November 14, 2008 (the “Original Note”) pursuant to that certain Second Amended and Restated Loan and Security Agreement by and between Borrower and Bank dated September 14, 2007; as amended by a Modification to Revolving Facility dated June 30, 2008; as further amended by a Modification Agreement dated September 11, 2008; as further amended by a Modification Agreement dated December 21, 2009; and as further amended by a Modification Agreement dated June 25, 2010 (the “Loan and Security Agreement”).

WHEREAS, Bank and Borrower have agreed to modify certain terms of the Loan and Security Agreement and Original Note and desire to amend and restate the Original Note in its entirety.

FOR VALUE RECEIVED, Borrower promises to pay to Bank, or order, the sum of One Million One Hundred Twelve Thousand Eight Hundred Twenty Seven and No/100 Dollars ($1,112,827.00), together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate.

Interest Rates

Except as provided below, prior to maturity of this Note, interest will accrue on the unpaid principal of this Note at an interest rate per annum equal to 2.50% plus the LIBOR Base Rate. The “LIBOR Base Rate” is the London Interbank Offer Rate for U.S. Dollars for a term of one month which appears on Bloomberg Professional screen BBAM (or any generally recognized successor method or means of publication) as of 11:00 a.m., London time, two (2) London business days prior to the day on which the rate will become effective. The rate for the first month or part thereof will initially become effective on the date of the Note as shown on the face hereof. Thereafter, the rate will change and a new rate will become effective on the first calendar day of each succeeding month. If for any reason the London Interbank Offer Rate is not available, then the “LIBOR Base Rate” shall mean the rate per annum which banks charge each other in a market comparable to England’s Eurodollar market on short-term money in U.S. Dollars for an amount substantially equivalent to the principal amount due under this Note as determined at 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective, as determined in Bank’s sole discretion. Bank’s determination of such interest rate shall be conclusive, absent manifest error.

Upon the occurrence of an Event of Default under this Note, but prior to maturity of this Note, at Bank’s option, interest will accrue on the unpaid principal of this Note at the Default Rate. After maturity of this Note, until this Note is paid in full, interest will accrue on the unpaid principal of this Note, and all unpaid interest, fees, premiums, charges and costs and expenses, at the Default Rate. Except as otherwise set forth herein, the Default Rate will be

equal to the lesser of (i) the maximum rate of interest that may be charged to and collected on commercial loans without violating applicable law or (ii) five percent (5.0%) plus the pre-default interest rate otherwise applicable hereunder.

This is a variable rate note. The rates at which interest accrues under this Note may change from time to time. Any changes in the interest accrual rates will equal changes in the variable rate index to which such interest rates are tied. Bank will not have any obligation to notify Borrower of adjustments in any interest rates under this Note or any of the other Loan Documents. Adjustments to any rate of interest will be effective as of the first day of following month.

All interest payable under this Note will be calculated monthly and will accrue daily on the basis of the actual number of calendar days elapsed and a year of three hundred sixty (360) calendar days. All accrual rates of interest under this Note will be contract rates of interest, whether a pre-default rate or a default rate, and references to contract rates in any Loan Documents executed and delivered by Borrower or others to Bank in connection with this Note will be to such contract rates.

Payment Terms

Prior to maturity of this Note, principal and interest will be paid as follows: thirty (30) equal consecutive monthly payments of principal in the amount of Forty Thousand and No/100ths Dollars ($40,000.00) each, together with accrued but unpaid interest, commencing on December 1, 2010, and continuing on the same day of each calendar month thereafter until April 30, 2013, when one final payment of the entire balance of principal, interest, fees, premiums, charges and costs and expenses then outstanding on this Note will be due and payable in full.

In the event that any payment is due on a calendar day that is not a Business Day, then such payment will be due on the next calendar day that is a Business Day.

If Borrower has authorized Bank, or in the future authorizes Bank, in writing, to automatically draft Borrower’s payments under this Note, then on each payment date Bank will draw or debit from the demand deposit account or other account Borrower has designated for such purpose, as shown on Bank’s records, the amount of the payment then owing, and Bank will draw or debit from such designated account any other amounts Borrower then owes Bank under this Note and under any of the other Loan Documents. Bank generally will provide Borrower approximately ten (10) calendar days prior notice of each draw or debit, but Bank’s failure to provide Borrower prior notice will not limit, negate or otherwise affect Bank’s right to draw or debit, or Borrower’s obligation to have sufficient available funds on deposit at the time Bank draws or debits Borrower’s account. Bank’s right to draw upon or debit Borrower’s account will not relieve Borrower of its repayment obligations under this Note and the other Loan Documents, and the lack of available funds to pay the amount due at the time Bank draws upon or debits Borrower’s account will be an Event of Default under this Note.

Payments made under this Note will be applied in such order as Bank, in its discretion, determines appropriate, unless applicable law mandates a specific order for application of payments. Payments received on a day other than a business day will be deemed received by Bank on the immediately following business day and payments received after 2:00 p.m. (local time in the place designated above for payment) on any business day will be deemed received by Bank on the next business day.

This Note may be prepaid in whole, or in part, at any time without any fee or premium.

Supporting Documents

The terms of the Loan and Security Agreement are incorporated into this Note.

This Note is secured by the Security Documents.

Late Charges and Expenses

Borrower agrees to pay, upon demand by Bank, for each payment past due for fifteen (15) or more calendar days, a late charge in an amount equal to the lesser of (1) five percent (5%) of the amount of the payment past due or (2) the maximum percentage of the payment past due permitted by applicable law, or the maximum amount if not expressed as a percentage.

If this Note is not paid in full whenever it becomes due and payable, Borrower agrees to pay all of Bank’s costs and expenses of collection, including reasonable attorneys’ fees.

Default and Acceleration

Any Event of Default under the Loan and Security Agreement shall constitute an event of default (“Event of Default”) under the Note.

Upon the occurrence of an Event of Default under this Note, (1) the entire unpaid principal balance of this Note and all interest, fees, premiums, charges, costs and expenses owing and to be owing under this Note, will, at the option of Bank, become immediately due and payable, without notice or demand, and (2) the Bank may, both before and after acceleration, exercise any of and all of its other rights and remedies under this Note and the other Loan Documents, as well as any additional rights and remedies it may have at law or in equity. The failure by Bank to exercise any of its options will not constitute a waiver of the right to exercise same in the event of any subsequent default.

General Terms

Borrower waives presentment, demand, protest and notice of dishonor.

Time is of the essence for the performance of all of Borrower’s covenants and agreements set forth in this Note, including its payment obligations under this Note.

Payment of this Note in whole or in part, or any other partial or full satisfaction or discharge of Borrower’s obligations under this Note, will not release or otherwise terminate any of the security interests or liens created by any of the Security Documents, or entitle any person to a release or termination thereof; the terms of each Security Document will be determinative of when and the conditions under which any of the security interests or liens created by such Security Document will be released or otherwise terminated.

This Note will be governed by the substantive laws of the State of South Carolina, excluding, however, the conflict of law and choice of law provisions thereof. Borrower submits to the jurisdiction of either the state courts of the jurisdiction whose laws govern this Note, or a United States District Court for any federal district in such jurisdiction, over any action or proceeding arising from or related to this Note; and, Borrower irrevocably waives the defense of improper venue or an inconvenient forum.

Each provision of this Note will be interpreted in a manner so as to be valid under applicable law, but if any provision of this Note is held invalid under such law by a court or other tribunal of competent jurisdiction, the provision will be ineffective to the extent of such invalidity without invalidating the remainder of such provision or the remaining provisions of this Note, or the application thereof will be in a manner and to an extent permissible under applicable law.

If the rate at which interest accrues under this Note exceeds at any time the maximum contract rate which may be charged to or collected from Borrower on the Credit Facility under applicable law, or if any fees, premiums, charges or costs and expenses assessed against or collected from Borrower exceed those permitted by law, then ipso facto the same will be reduced to the limits prescribed by law; and, if Bank receives any interest, fees, premiums, charges or costs and expenses in excess of any limits prescribed by law, such excess will be applied to the reduction of the principal balance owing under this Note in the inverse order of its maturity, even if not then due, or at the option of Bank, paid to Borrower.

Borrower, to the extent permitted by law, waives any right to a trial by jury in any action or proceeding arising from or related to this Note.

This Note will apply to and bind Borrower’s successors and assigns. At any time or times and without notice to Borrower or any other person, Bank may sell one or more participations in the Credit Facility and may assign this Note in whole or in part; and, this Note will apply to, be binding upon and inure to the benefit of each one of and all of Bank’s participants, successors and assigns, including any person that may administer or service this Note for any holder of this Note or any participants in the Credit Facility. Bank may disclose financial and other information concerning Borrower and any other person obligated on the Credit Facility to any participant or prospective participant, and to any assignee or prospective assignee.

This Note and the other Loan Documents contain the entire/final agreement between Borrower and Bank relative to the Credit Facility. Bank will be under no obligation to extend, renew or refinance the Credit Facility, or amend, modify or change any provision of this Note. This Note and any of the rights and remedies of any of the parties to this Note may not be changed or waived orally, but only by an agreement in writing signed by the party against whom enforcement of any change or waiver is sought.

Definitions

In this Note: (1) “Borrower” refers to all signatories of this Note collectively and severally, as the context of this Note requires, and all signatories of this Note will be and the same are jointly and severally liable hereunder; (2) “Credit Facility” refers to the loan, line of credit or other credit facility evidenced by this Note; (3) “Facility Termination Date” refers to the last day on which Borrower may request an Advance; (4) “maturity of this Note” refers to the date on which payment of the entire balance of principal then outstanding on this Note becomes due and payable in full, whether the stated maturity date, by acceleration or otherwise; (5) “Note” refers to this Amended and Restated Commercial Promissory Note, which amends and restates the Original Note; (6) “Security Documents” refers to the security documents and supporting obligations which reference that they secure this Note or reference that they secure all obligations of Borrower to Bank, and includes all security documents and supporting obligations shown on Bank’s records as being security documents or supporting obligations that secure this Note, whether or not such security documents or supporting obligations correctly or accurately refer to this Note; and (7) any terms defined in the Loan and Security Agreement that are not defined in this Note will have the meanings in this Note given thereto in the Loan and Security Agreement, and the rules of construction or rules related to use of terms in the Loan and Security Agreement will apply to this Note.

EXECUTED under SEAL by the undersigned as of the day and year first above stated.

Notice –Waiver of Right of Appraisal

The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.

BORROWER:


COMPUTER SOFTWARE INNOVATIONS, INC.		Witness:

		/s/ Wendy S. Metcalf
By:	/s/ David B. Dechant	Print Name:	Wendy S. Metcalf
Print Name: David B. Dechant
Title: Chief Financial Officer

Exhibit 10.2

Return to:

Erika B. Newsom, Esq.

Smith Moore Leatherwood, LLP

300 E. McBee Avenue, Suite 500

Greenville, South Carolina 29601


		Space Above Line for Processing Data


RBC Bank (USA)				Modification Agreement (Cover Page)

				Prepared by: Erika B. Newsom, Esq. Smith Moore Leatherwood, LLP 300 E. McBee Avenue, Suite 500 Greenville, South Carolina 29601


State of South Carolina				County of Greenville


From:		COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (“Borrower”), with a business/mailing address of 900 East Main Street, Suite T, Easley, South Carolina 29640.

To:		RBC BANK (USA) (“Bank”), with a business address of 134 N. Church Street, Rocky Mount, North Carolina 27804 and a mailing address of Post Office Box 1220, Rocky Mount, North Carolina 27802-1220, which mailing address is the place to which all notices and communications should be sent to Bank regarding this Modification Agreement.

Date:		November 5, 2010


Cross Reference to Recorded Documents Modified:		N/A

Original Principal Debt:		$1,112,827.00

Current Principal Debt:		$1,112,827.00

Customer No.

Loan No.

RBC Bank (USA)

MODIFICATION

AGREEMENT

THIS MODIFICATION AGREEMENT (“Modification Agreement”), entered into as of November 5, 2010, by COMPUTER SOFTWARE INNOVATIONS, INC. (“Borrower”) with a mailing address of 900 East Main Street, Suite T, Easley, South Carolina 29640, and RBC BANK (USA) (“Bank”), with a mailing address of Post Office Box 1220, Rocky Mount, North Carolina 27802-1220.

A.	Borrower has made and issued to Bank a promissory note (the “Note”) in the original principal amount and dated as indicated on Attachment 1 attached hereto.

B.	As indicated on Attachment 1, the Note is secured and the security is set forth in that certain Second Amended and Restated Loan and Security Agreement dated September 14, 2007, as amended, by and between Borrower and Bank (the “Loan and Security Agreement”).

The Note, the Loan and Security Agreement and any security documents described on Attachment 1 and any other loan and security documents that are outstanding with respect to the extension of credit evidenced by the Note, even if not listed on Attachment 1, are hereinafter collectively referred to as the “Contract” and the Contract is hereby incorporated herein as a part of this Modification Agreement.

Bank and Borrower mutually desire to modify the provisions of the Contract in the manner hereinafter set out, it being specifically understood and agreed that, except as herein modified, the terms and provisions of the Contract and the individual instruments, documents and agreements that make up the Contract shall remain unchanged and the Contract, as herein modified, shall continue in full force and effect as therein and herein written.

NOW, THEREFORE, Bank and Borrower, in consideration of the premises and the sum of One Dollar ($1.00) to each in hand paid by the other, receipt and sufficiency of which are hereby acknowledged by each, do hereby agree as follows:

Section 1. Modification. The Contract as it relates to the Note and the Loan and Security Agreement shall be, and the same is, modified in the manner set forth in Attachment 2.

Section 2. Effect of Modification. Nothing contained in this Modification Agreement shall in any way impair the security now held for the indebtedness evidenced by the Contract or the lien priority thereof, nor waive, annul, vary or affect any provision, condition, covenant and agreement contained in the Contract, nor affect or impair any rights, powers and remedies under the Contract, except as herein specifically modified to do any one or more of the foregoing. If any provision in this Modification Agreement shall be interpreted or applied by a court or other tribunal with personal and subject matter jurisdiction over the parties hereto and the Contract, as modified, so as to impair the security now held for the indebtedness or lien priority thereof, or do any one or more of any of the foregoing, such provision shall be ineffective to the extent it causes an impairment of such security or the lien priority thereof or causes any of such other consequences, or the application thereof shall be in a manner and to an extent which does not impair such security or the lien priority thereof, or result in the occurrence of any of the other consequences. This Modification Agreement does not extend the expiration dates or enlarge the terms of any property, physical damage, credit and any other insurance written in connection with or financed by said Contract.

Section 3. Financing Statements. Borrower irrevocably authorizes Bank to file such financing statements as may be necessary to protect, in Bank’s opinion, Bank’s security interests and liens and, to the extent Bank deems necessary or appropriate, to sign the name of Borrower with the same force and effect as if signed by Borrower and to make public in financing statements and other public filings such information regarding Borrower as Bank deems necessary or appropriate, including, without limitation, federal tax identification numbers, social security numbers and other identifying information.

Section 4. Credit Investigations; Bank’s Responsibilities. Bank is irrevocably authorized by Borrower to make and have made such credit investigations as it deems appropriate to evaluate Borrower’s credit, personal and financial standing and employment, and Borrower authorizes Bank to share with consumer reporting agencies and creditors its experiences with Borrower and other information in Bank’s possession relative to Borrower. Bank shall not have any obligation or responsibility to do any of the following: (1) protect and preserve any collateral and other security given or to be given in connection with the Contract, as herein modified, against the rights of third persons having an interest therein; (2) provide information to third persons relative to the Contract, as herein modified, Bank’s liens and security interests in any collateral and other security, or otherwise with respect to Borrower; and (3) subordinate its liens and security interests in any collateral and other security to the interests of any third persons or to enter into control agreements relative to such collateral and other security.

Section 5. Usury. Bank does not intend to and shall not reserve, charge and collect interest, fees and charges under the Contract, as herein modified, in excess of the maximum rates and amounts permitted by applicable law. If any interest, fees and charges are reserved, charged and collected in excess of the maximum rates and amounts, it shall be construed as a mutual mistake, appropriate adjustments shall be made by Bank and to the extent paid, the excess shall be returned to the person making such a payment.

Section 6. Documentary Stamps, etc. To the extent not prohibited by law and notwithstanding who is liable for payment of the taxes and fees, Borrower shall pay, on Bank’s demand, all intangible taxes, documentary stamp taxes, excise taxes and other similar taxes assessed, charged and required to be paid in connection with this Modification Agreement, and any future extension, renewal and modification of the Contract, or assessed, charged and required to be paid in connection with any of the loan documents which make up the Contract.

Section 7. Anti-Terrorism. Borrower represents, warrants and covenants to Bank as follows: (1) Borrower (a) is not and shall not become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) does not engage in and shall not engage in any dealings or transactions prohibited by Section 2 of such executive order, and is not and shall not otherwise become associated with any such person in any manner violative of Section 2, (c) is not and shall not become a person on the list of Specially Designated Nationals and Blocked Persons, and (d) is not and shall not become subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order; (2) Borrower is and shall remain in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001); and (3) Borrower has not and shall not use all or any part of the extension of credit evidenced by the Note, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 8. Costs and Expenses. All of the costs and expenses incurred by Bank in connection with this Modification Agreement shall be paid by Borrower upon the request of and at the time of demand for payment thereof made by Bank on Borrower. As used herein, “costs and expenses” include, without limitation, reasonable attorneys’ fees and fees of legal assistants, and reasonable fees of accountants, engineers, surveyors, appraisers and other professionals or experts – and all references to attorneys’ fees or fees of legal assistants, or fees of accountants, engineers, surveyors, appraisers or other professionals or experts shall mean reasonable fees.

Section 9. Modification Fee. Upon the execution of this Modification Agreement, Borrower shall pay to Bank a fee for the modification of the Equipment Facility of Five Thousand and No/100ths Dollars ($5,000.00)

Section 10. Maintenance of Records. Bank is authorized to maintain, store and otherwise retain this Modification Agreement and the other documents constituting the Contract in their original, inscribed tangible forms or records thereof in an electronic medium or other non-tangible medium which permits such records to be retrieved in perceivable forms.

Section 11. Waiver of Jury Trial. Borrower, to the extent permitted by law, waives any right to a trial by jury in any action arising from or related to this Modification Agreement and waives any right to a trial by jury in any action or proceeding arising from or related to the Contract, as herein modified.

Section 12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State whose laws govern the Contract, excepting, however, its conflict of law provisions.

Section 13. Reservation of Rights; Entire Agreement. Bank does hereby reserve all rights and remedies it may have against all parties secondarily liable for repayment of the indebtedness evidenced by the Contract. The Contract, as herein modified, contains the entire agreement of the parties and the undersigned do hereby ratify and confirm the terms of the Contract, all of which shall remain in full force and effect, as modified herein. This Modification Agreement shall be binding upon any assignee and successor in interest of the parties hereto. Borrower waives and will not assert against any transferee and assignee of Bank any claims, defenses, set-offs and rights of recoupment which Borrower could assert against Bank, except defenses which Borrower cannot waive. All references herein to the “Modification Agreement” include any supplemental agreements filed of record to reflect modifications of any of the instruments, documents and other agreements making up the Contract that are of record.

(Signatures On Next Page)

The undersigned have executed this Modification Agreement under seal as of the day and year first above stated.

BANK:

RBC BANK (USA)

/s/ Charles H. Arndt

Charles H. Arndt, Senior Vice President


COMPUTER SOFTWARE INNOVATIONS, INC.		Witness:

By:	/s/ David B. Dechant	/s/ Wendy S. Metcalf
	David B. Dechant, Chief Financial Officer	Print Name:	Wendy S. Metcalf

Attachment 1

Modification Agreement

1.	Describe Note (Date, Original Amount, Current Amount and all Modifications):

Amended and Restated Commercial Promissory Note from Computer Software Innovations, Inc. to RBC Bank (USA) dated November 5, 2010, in the original principal amount of $1,112,827.00, with a current outstanding balance of $1,112,827.00.

2.	Describe Security Documents (Type, Date and if recorded, Recording Information):

Second Amended and Restated Loan and Security Agreement by and between Computer Software Innovations, Inc. and RBC Centura Bank (now known as RBC Bank (USA)) dated September 14, 2007; as amended by a Modification to Revolving Facility dated June 30, 2008; as further amended by a Modification Agreement dated September 11, 2008; as further amended by a Modification Agreement dated December 21, 2009; and as further amended by a Modification Agreement dated June 25, 2010.

UCC-1 Financing Statement, filed on January 31, 2007 in the Department of State for Delaware as No. 2007 0088061.

Attachment 2

Modification Agreement

The Contract shall be, and the same is, modified as follows:

1. Section 2.1(b) of the Loan and Security Agreement is hereby modified so that after modification, it shall read as follows:

(b) Equipment Facility. Bank has made a term loan to Borrower, evidenced by that certain Amended and Restated Promissory Note dated November 5, 2010, in the principal amount of One Million One Hundred Twelve Thousand Eight Hundred Twenty Seven and No/100 Dollars ($1,112,827.00). The Equipment Facility shall be fully funded as of November 5, 2010.

2. Exhibit A to the Loan and Security Agreement is hereby modified so that after modification, the following definitions shall be added or modified, as applicable, to read as follows:

“Equipment Facility” means the Credit Extension for equipment financing and other authorized purposes in the principal amount of $1,112,827.00.

3. The Promissory Note of Borrower entitled Commercial Promissory Note and dated January 2, 2007 in the amount of $800,000.00, as amended by that certain Modification Agreement dated November 14, 2008 between Bank and Borrower, is amended and restated by the Note described in Attachment 1. No novation is intended.

Except as modified herein, each of the loan and security documents outstanding with respect to the extension of credit evidenced by the Note set forth on Attachment 1, remains in full force and effect and legally binding and enforceable against the Borrower.

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) November 15, 2010

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)

¨	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 November 15, 2010, Computer Software Innovations, Inc. issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2010. 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 November 15, 2010

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: November 15, 2010

EXHIBIT INDEX


Exhibit Number		Description

Exhibit 99.1		Press Release dated November 15, 2010

Exhibit 99.1

LOGO

COMPUTER SOFTWARE INNOVATIONS, INC. ANNOUNCES THIRD QUARTER 2010 FINANCIAL RESULTS

Easley, SC – (MARKET WIRE) – November 15, 2010 – Computer Software Innovations, Inc. (OTCBB: CSWI), CSI Technology Outfitters(TM) (“CSI”) today announced its financial results for the third quarter and nine months ended September 30, 2010.

Financial Highlights:

•

Revenues (2% up, to $41.3 million), profitability (75% up, to $0.5 million) and EBIDTA (up 5% to $2.9 million) all remain up for the Nine Months 2010 over the same period of the prior year, despite the impact of a challenging, record-breaking prior year Third Quarter included in 2009 Nine Months results.

•

Revenues of $14.5 million for the Third Quarter of 2010, a decrease of 19% from 2009;

•

Operating Income of $0.7 million for the Third Quarter of 2010, a decrease of 45% from 2009;

•

Net Income of $0.4 million for the Third Quarter of 2010, a decrease of 47% over 2009;

•

EBITDA of $1.3 million for the First Nine Months of 2010, a decrease of 32% over 2009.

“We were able to continue the momentum from second quarter and are pleased with our third quarter results. We were profitable in our software and technology segments,” said Nancy Hedrick, CEO of CSI. “Our year to date top line and bottom line performance remains improved over 2009, despite the continuing economic challenges for our public sector customer base and against the prior year third quarter’s record breaking revenues. Our team has worked hard to achieve these results under very challenging conditions. We are continuing to invest in our education cloud solutions and we are excited to be adding CSI@K12 Voice to our education cloud offerings. These investments in our future are impacting our profitability in our software segment. We have begun to roll out our cloud offerings and look forward to a favorable impact in future periods as we gain traction with these new solutions.”

Financial Results:

Three Month Financial Results for the Period Ended September 30, 2010

CSI posted revenues of approximately $14.5 million for the third quarter of 2010, a decrease of $3.3 million or 19% compared to the third quarter of 2009. The revenue decrease was due to a $3.0 million decrease in technology revenues primarily from reduced interactive classroom products and services, combined with a $0.3 million decrease in software revenues primarily from reduced new software sales and services.

CSI’s gross profit for the third quarter of 2010 was approximately $3.0 million, a decrease of $0.8 million or 20% compared to the third quarter of 2009. The decrease was due to a $0.5 million decrease in gross profit from the software segment driven by reduced revenues and increased costs for development and a $0.3 million decrease in gross profit from the technology segment primarily from reduced interactive classroom services.

CSI’s operating income for the third quarter of 2010 was approximately $0.7 million, a decrease of $0.6 million or 45% compared to the third quarter of 2009. The decrease in operating income came from the decrease in gross profit, partially offset by a decrease in operating expenses.

CSI posted net income for the third quarter of 2010 of approximately $0.4 million or $0.06 earnings per basic share and $0.03 earnings per diluted share, compared to a net income of approximately $0.7 million, or $0.11 earnings per basic share and $0.05 earnings per diluted share for the same period of the prior year. The decrease in net income was due to the decrease in operating income, partially offset by reduced interest expense and a decrease in income tax expense.

Page 1 of 9

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the third quarter of 2010 was approximately $1.3 million, a decrease of $0.6 million or 32% compared to the third quarter of 2009. (EBITDA is a non-GAAP financial measure. See reconciliation to GAAP measure net income which follows below.) The decrease was primarily a result of the decrease in operating income.

Nine Month Financial Results for the Period Ended September 30, 210

CSI posted revenues of approximately $41.3 million for the nine months ended September 30, 2010, an increase of $0.8 million or 2% compared to the same period of the prior year. The revenue increase was due to a $0.7 million increase in technology revenues primarily from increased personal computer and infrastructure equipment sales combined with a $0.1 million increase in software revenues primarily from increased support revenues.

CSI’s gross profit for the nine months ended September 30, 2010 was approximately $8.4 million, a decrease of $0.4 million, or 5%, compared to the same period of the prior year. The decrease was due to a $0.1 million decrease in gross profit from the software segment from increased cost of sales due to increased support for new products recently developed while the technology segment gross profit decreased $0.3 million primarily from decreased interactive classroom services sales.

CSI’s operating income for the nine months ended September 30, 2010 was approximately $1.2 million, an increase of $0.2 million, or 21%, compared to the same period of the prior year. The improvement in operating income was due to a decrease in operating expenses primarily due to the impact on the nine months results of a reduction in workforce in May of 2009, partially offset by the decrease in gross profit.

Net income for the nine months ended September 30, 2010 was approximately $0.5 million or $0.08 earnings per basic share and $0.04 earnings per diluted share, compared to a net income of approximately $0.3 million, or $0.05 earnings per basic share and $0.02 earnings per diluted share for the same period of the prior year. The increase in net income was due to the improvement in operating income and reduced interest expenses, partially offset by an increase in income tax expense.

EBITDA increased 5% or $0.1 million to $2.9 million for the nine months ended September 30, 2010 compared to EBITDA of $2.7 million reported for the same period in 2009. (EBITDA is a non-GAAP financial measure. See reconciliation to GAAP measure net income which follows below.) The improvement in EBITDA was primarily due to the increase in operating income.

Conference Call Reminder for Today

The Company will host a conference call today, Monday, November 15, 2010 at 4:15 Eastern Time to discuss the Company’s financial and operational results for third quarter 2010, which ended September 30, 2010.

Conference Call Details

Date: Monday, November 15, 2010

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

Dial-in Number: 1-877-941-8418

International Dial-in Number: 1-480-629-9808

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 three hours after the completion of the call for 30 days, until December 15, 2010. To listen to the replay, dial 1-877-870-5176 if calling within the U.S., 1-858-384-5517 if calling internationally and enter the pass code 4381455.

Page 2 of 9

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 December 15, 2010 on the Company website.

About Computer Software Innovations, Inc.

CSI provides software and technology solutions to public sector markets. CSI software solutions have established the Company as a major software provider in the southeast education market including through its award winning financial management solutions for the education and local government market sectors. CSI’s Version3 products, which include identity and access management and cloud-based communication and collaboration solutions expand CSI’s presence beyond the southeast and internationally.

The CSI 21st Century Connected School solution has established the Company as a major technology provider to the southeast education market. CSI 21st Century Connected School is a seamless integration of instruction, collaboration, and network solutions. CSI financial management applications and the 21st Century Connected School solutions have been a significant factor in nearly doubling company revenue in the past three years to over $50 million and increasing education revenue contribution to approximately 90% of total revenue.

The CSI solution portfolio encompasses proprietary financial management software specialized for the public sector, lesson planning and identity and access management software, cloud-based communication and collaboration solutions, SharePoint development, network infrastructure and end device solutions, IP telephony and IP convergence applications, network management solutions and managed services, and interactive classroom technologies. More information about CSI (OTCBB: CSWI.OB) is available at www.csioutfitters.com.

Page 3 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


*(Amounts in thousands, except per share data)*	Three Months Ended						Nine Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
REVENUES
Software Applications Segment	$	3,595		$	3,936		$	11,170		$	11,073
Technology Solutions Segment		10,871			13,869			30,121			29,382

Net sales and service revenue		14,466			17,805			41,291			40,455
COST OF SALES
Software Applications Segment
Cost of sales, excluding depreciation, amortization and capitalization		2,320			1,991			7,051			6,216
Depreciation		49			30			126			88
Amortization of capitalized software costs		387			398			1,085			1,133
Capitalization of software costs		(415	)		(240	)		(1,270	)		(702	)

Total Software Applications Segment cost of sales		2,341			2,179			6,992			6,735

Technology Solutions Segment
Cost of sales, excluding depreciation		9,081			11,815			25,826			24,823
Depreciation		28			26			76			79

Total Technology Solutions Segment cost of sales		9,109			11,841			25,902			24,902

Total cost of sales		11,450			14,020			32,894			31,637

Gross profit		3,016			3,785			8,397			8,818
OPERATING EXPENSES
Research and development		45			85			122			252
Selling costs		1,154			1,164			3,363			3,608
Marketing costs		118			77			387			372
Stock based compensation		8			29			49			137
Acquisition costs		—			—			—			2
Professional, legal compliance and litigation costs		66			133			385			378
Depreciation and amortization		134			160			434			483
Other general and administrative expenses		755			793			2,496			2,627

Total operating expenses		2,280			2,441			7,236			7,859

Operating income		736			1,344			1,161			959
OTHER INCOME (EXPENSE)
Interest expense		(54	)		(95	)		(201	)		(302	)
Loss on disposal of property and equipment		—			—			(2	)		(4	)

Net other income (expense)		(54	)		(95	)		(203	)		(306	)

Income before income tax expense		682			1,249			958			653
INCOME TAX EXPENSE		295			519			443			358

NET INCOME	$	387		$	730		$	515		$	295

BASIC EARNINGS PER SHARE	$	0.06		$	0.11		$	0.08		$	0.05

DILUTED EARNINGS PER SHARE	$	0.03		$	0.05		$	0.04		$	0.02

WEIGHTED AVERAGE SHARES OUTSTANDING:
– Basic		6,552			6,405			6,490			6,391

– Diluted		13,912			14,095			13,889			14,081

Page 4 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS


*(Amounts in thousands)*	September 30, 2010 (Unaudited)			December 31, 2009
*ASSETS*
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—
Accounts receivable, net		8,694			7,587
Inventories		917			2,628
Prepaid expenses		191			140
Income taxes receivable		43			32

Total current assets		9,845			10,387
PROPERTY AND EQUIPMENT, net		934			732
COMPUTER SOFTWARE COSTS, net		2,773			2,573
GOODWILL		2,431			2,431
OTHER INTANGIBLE ASSETS, net		2,411			2,647

Total assets	$	18,394		$	18,770

*LIABILITIES AND SHAREHOLDERS’ EQUITY*
CURRENT LIABILITIES
Accounts payable	$	3,306		$	2,229
Deferred revenue		5,560			7,790
Deferred tax liability		617			445
Bank line of credit		1,241			—
Notes payable		152			505
Current portion of subordinated notes payable to shareholders		56			1,750

Total current liabilities		10,932			12,719


LONG-TERM DEFERRED TAX LIABILITY, net		139			144
SUBORDINATED NOTES PAYABLE TO SHAREHOLDERS, less current portion		802			—

Total liabilities		11,873			12,863


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; 6,541 and 6,448 shares issued and outstanding, respectively		7			6
Additional paid-in capital		9,253			9,075
Accumulated deficit		(2,638	)		(3,153	)
Unearned stock compensation		(108	)		(28	)

Total shareholders’ equity		6,521			5,907

Total liabilities and shareholders’ equity	$	18,394		$	18,770

Page 5 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, 2009	$	6	$	7	$	9,075	$	(3,153	)	$	(28	)	$	5,907
Issuance of common stock		1		—		44		—			—			45
Issuance of stock options		—		—		129		—			(129	)		—
Exercise of stock options		—		—		5		—			—			5
Stock based compensation		—		—		—		—			49			49
Net income for the nine months ended September 30, 2010		—		—		—		515			—			515

Balances at September 30, 2010	$	7	$	7	$	9,253	$	(2,638	)	$	(108	)	$	6,521

Page 6 of 9

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


*(Amounts in thousands)*	Nine Months Ended
	September 30, 2010			September 30, 2009
OPERATING ACTIVITIES
Net income	$	515		$	295
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,721			1,783
Stock compensation expense, net		93			178
Deferred income taxes		168			(234	)
Loss on disposal of property and equipment		2			4
Changes in deferred and accrued amounts
Accounts receivable		(1,107	)		3,306
Inventories		1,711			(1,334	)
Prepaid expenses		(51	)		(88	)
Accounts payable		1,077			711
Deferred revenue		(2,230	)		(522	)
Income taxes receivable/payable		(11	)		366

Net cash provided by operating activities		1,888			4,465


INVESTING ACTIVITIES
Purchases of property and equipment		(604	)		(234	)
Capitalization of computer software		(1,285	)		(732	)
Investment in other intangible assets		—			(32	)

Net cash used for investing activities		(1,889	)		(998	)


FINANCING ACTIVITIES
Net borrowings (repayments) under line of credit		1,241			(2,926	)
Repayments of notes payable		(1,245	)		(541	)
Proceeds from exercise of stock options and warrants		5

Net cash used for financing activities		1			(3,467	)

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	$	199		$	395
Income Taxes	$	287		$	211

Page 7 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 8 of 9

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


	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Reconciliation of net income per GAAP to EBITDA and Adjusted (Financing) EBITDA:
Net income per GAAP	$	387	$	730	$	515	$	295
Adjustments:
Income tax expense		295		519		443		358
Interest expense, net		54		95		201		302
Depreciation and amortization of property and equipment and intangible assets (excluding Software development)		211		216		636		650
Amortization of software development costs		387		398		1,085		1,133

EBITDA	$	1,334	$	1,958	$	2,880	$	2,738

Adjustments to EBITDA to exclude those items excluded in loan covenant calculations:
Stock based compensation (non-cash portion)		8		29		49		137

Adjusted (Financing) EBITDA	$	1,342	$	1,987	$	2,929	$	2,875

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.

Company Contact: David Dechant

Computer Software Innovations, Inc.

(864) 855-3900

ddechant@csioutfitters.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 September 30, 2010

¨	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 incorporation or organization)		(I.R.S. 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)

[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 November 8, 2010
Common Stock, $0.001 par value per share		6,541,339 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 and Nine Months Ended September 30, 2010 and 2009		3
	Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009		4
	Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2010		5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 4.	Controls and Procedures		46
PART II - OTHER INFORMATION			47
Item 1.	Legal Proceedings		47
Item 1A.	Risk Factors		47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 5.	Other Information		47
Item 6.	Exhibits		48
SIGNATURES			49
EXHIBIT INDEX			50

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended						Nine Months Ended
*(Amounts in thousands, except per share data)*	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
REVENUES
Software Applications Segment	$	3,595		$	3,936		$	11,170		$	11,073
Technology Solutions Segment		10,871			13,869			30,121			29,382

Net sales and service revenue		14,466			17,805			41,291			40,455

COST OF SALES
Software Applications Segment
Cost of sales, excluding depreciation, amortization and capitalization		2,320			1,991			7,051			6,216
Depreciation		49			30			126			88
Amortization of capitalized software costs		387			398			1,085			1,133
Capitalization of software costs		(415	)		(240	)		(1,270	)		(702	)

Total Software Applications Segment cost of sales		2,341			2,179			6,992			6,735


Technology Solutions Segment
Cost of sales, excluding depreciation		9,081			11,815			25,826			24,823
Depreciation		28			26			76			79

Total Technology Solutions Segment cost of sales		9,109			11,841			25,902			24,902

Total cost of sales		11,450			14,020			32,894			31,637

Gross profit		3,016			3,785			8,397			8,818

OPERATING EXPENSES
Research and development		45			85			122			252
Selling costs		1,154			1,164			3,363			3,608
Marketing costs		118			77			387			372
Stock based compensation		8			29			49			137
Acquisition costs		—			—			—			2
Professional, legal compliance and litigation costs		66			133			385			378
Depreciation and amortization		134			160			434			483
Other general and administrative expenses		755			793			2,496			2,627

Total operating expenses		2,280			2,441			7,236			7,859

Operating income		736			1,344			1,161			959
OTHER INCOME (EXPENSE)
Interest expense		(54	)		(95	)		(201	)		(302	)
Loss on disposal of property and equipment		—			—			(2	)		(4	)

Net other income (expense)		(54	)		(95	)		(203	)		(306	)

Income before income tax expense		682			1,249			958			653
INCOME TAX EXPENSE		295			519			443			358

NET INCOME	$	387		$	730		$	515		$	295


BASIC EARNINGS PER SHARE	$	0.06		$	0.11		$	0.08		$	0.05


DILUTED EARNINGS PER SHARE	$	0.03		$	0.05		$	0.04		$	0.02


WEIGHTED AVERAGE SHARES OUTSTANDING:
– Basic		6,552			6,405			6,490			6,391


– Diluted		13,912			14,095			13,889			14,081

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

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS


*(Amounts in thousands)*	September 30, 2010 (Unaudited)			December 31, 2009
*ASSETS*
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—
Accounts receivable, net		8,694			7,587
Inventories		917			2,628
Prepaid expenses		191			140
Income taxes receivable		43			32

Total current assets		9,845			10,387
PROPERTY AND EQUIPMENT, net		934			732
COMPUTER SOFTWARE COSTS, net		2,773			2,573
GOODWILL		2,431			2,431
OTHER INTANGIBLE ASSETS, net		2,411			2,647

Total assets	$	18,394		$	18,770


*LIABILITIES AND SHAREHOLDERS’ EQUITY*
CURRENT LIABILITIES
Accounts payable	$	3,306		$	2,229
Deferred revenue		5,560			7,790
Deferred tax liability		617			445
Bank line of credit		1,241			—
Notes payable		152			505
Current portion of subordinated notes payable to shareholders		56			1,750

Total current liabilities		10,932			12,719


LONG-TERM DEFERRED TAX LIABILITY, net		139			144
SUBORDINATED NOTES PAYABLE TO SHAREHOLDERS, less current portion		802			—

Total liabilities		11,873			12,863


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; 6,541 and 6,448 shares issued and outstanding, respectively		7			6
Additional paid-in capital		9,253			9,075
Accumulated deficit		(2,638	)		(3,153	)
Unearned stock compensation		(108	)		(28	)

Total shareholders’ equity		6,521			5,907

Total liabilities and shareholders’ equity	$	18,394		$	18,770

The accompanying notes are an integral part of these consolidated 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, 2009	$	6	$	7	$	9,075	$	(3,153	)	$	(28	)	$	5,907
Issuance of common stock		1		—		44		—			—			45
Issuance of stock options		—		—		129		—			(129	)		—
Exercise of stock options		—		—		5		—			—			5
Stock based compensation		—		—		—		—			49			49
Net income for the nine months ended September 30, 2010		—		—		—		515			—			515

Balances at September 30, 2010	$	7	$	7	$	9,253	$	(2,638	)	$	(108	)	$	6,521

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

COMPUTER SOFTWARE INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
*(Amounts in thousands)*	September 30, 2010			September 30, 2009
OPERATING ACTIVITIES
Net income	$	515		$	295
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,721			1,783
Stock compensation expense, net		93			178
Deferred income taxes		168			(234	)
Loss on disposal of property and equipment		2			4
Changes in deferred and accrued amounts
Accounts receivable		(1,107	)		3,306
Inventories		1,711			(1,334	)
Prepaid expenses		(51	)		(88	)
Accounts payable		1,077			711
Deferred revenue		(2,230	)		(522	)
Income taxes receivable/payable		(11	)		366

Net cash provided by operating activities		1,888			4,465


INVESTING ACTIVITIES
Purchases of property and equipment		(604	)		(234	)
Capitalization of computer software		(1,285	)		(732	)
Investment in other intangible assets		—			(32	)

Net cash used for investing activities		(1,889	)		(998	)


FINANCING ACTIVITIES
Net borrowings (repayments) under line of credit		1,241			(2,926	)
Repayments of notes payable		(1,245	)		(541	)
Proceeds from exercise of stock options and warrants		5			—

Net cash provided by (used for) financing activities		1			(3,467	)

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	$	199		$	395
Income Taxes	$	287		$	211

The accompanying notes are an integral part of these consolidated 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. (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.”

Prior to 2005, under the name VerticalBuyer, Inc. we were a public shell, having no operations for several years. In the first quarter of 2005, we were acquired by Computer Software Innovations, Inc., a South Carolina corporation (“CSI – South Carolina”). Due to reverse merger accounting, our financial history became that of our acquirer CSI – South Carolina. CSI – South Carolina was organized in 1989 as a software provider, added technology solutions in 1999 and became a public company through the reverse merger in 2005, after which it has continued to produce software and provide technology solutions as described further below.

Description of business and disclosure regarding segments

The Company is in the business of software development of primarily proprietary (internally developed) products and sales of those products both as on premise and off site or Company-hosted solutions. The Company also resells services developed with the use of third-party, primarily software-driven, solutions, which are reported through its Software Applications Segment. The Company is also in the business of sales and distribution of computers, network and communications hardware and accessories, as well as interactive collaborative classroom technologies and other hardware–based solutions, accompanied by integration and management services, which activities are reported through its Technology Solutions Segment.

Software Applications Segment

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, referred to as our identity and access management solutions, cloud-based communications and collaboration solutions 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.

The Company’s solution for communication and collaboration, CSI@K12, is an instructional communications management solution providing tools to manage the regulatory compliance and security standards required within a kindergarten through grade 12 (“K-12”) education environment and is based on Microsoft’s Live@edu hosted email solution. CSI@K12 also provides an integrated portal experience for school administrators, teachers, students and parents providing email, homework and class task, network file access and a rich set of collaboration tools. These include class sites and social media tools, delivered in a browser and native Microsoft Outlook access and views. Through CSI@K12, CSI also provides hosted virtual Private Branch (or entity level) Exchange (PBX) systems services for Voice calls over Internet Protocol (“VoIP”) or a solution whereby voice calls are communicated from internet protocol based phones and other end user devices over the internet to telecommunications infrastructure equipment at an off premise hosting location where they are linked to the switched (traditional) telecommunications networks (“Hosted VoIP”). The Internet or “World Wide Web” is also referred to as the “Cloud,” generally when in the context of the medium through which off premise hosted hardware and software are accessed. Hosted (i.e. off customer premise) infrastructure used by customers by connecting to the hosted infrastructure through the Cloud (such as with our Hosted VoIP solution) is also referred to as a “Cloud Solution” and sometimes also referred to in the abbreviated form as the “Cloud.” Cloud solutions, including our Hosted VoIP solution allow customers to purchase telecommunications switching and other hardware and/or software based solutions as a service rather than having to

commit to the capital investment required for the purchase of on premise hardware or software, and allow customers to share, at some level, the cost of infrastructure with other customers who also subscribe to the same hosted or Cloud solutions. Our Cloud based solutions do require some hardware. However, unlike our other Technology Solutions reported through our Technology Solutions Segment, our Cloud based solutions generally are driven by greater software investments in our own or integrated third-party products made by CSI and placed in service in its own or CSI contracted hosting sites. By contrast, our Technology Solutions Segment reporting includes primarily hardware-based solutions which are purchased by customers and placed on premise or hosted at customer or third-party owned or contracted sites. Margins on solutions provided through the Software Applications Segment are generally higher than (can be up to twice) those provided by solutions offered through the Technology Solutions Segment.

Technology Solutions Segment

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. Margins on solutions provided through the Technology Solutions Segment are generally lower than (can be roughly half of) those provided by solutions offered through the Technology Solutions Segment.

Market

The Company markets its financial management and technology solutions and its services primarily to a wide variety of education and local government agencies, and not-for-profit entities in the southeastern United States, with a focus on future geographic expansion nationally. Its identity and access management solutions are installed in additional states, with a few installations internationally, and its CSI@K12 products are targeted to K-12 school districts throughout the US. The majority of the Company’s business is with K-12 (kindergarten through grade 12) public education entities, with local government entities one of its fastest growing segments and non-for-profits and some corporations also included in its client mix.

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 and interim adjustments and seasonal considerations impacting financial results

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 consolidated 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 consolidated 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 consolidated 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 nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year. The Company’s operations are seasonal, being

driven by its primary client base, K-12 schools being closed or having significantly reduced operations during the summer months. At such time infrastructure and systems changes are less disruptive to their operations and so during such times they prefer to have a larger number of projects completed. As a result, and with the Company’s fiscal quarter corresponding to the calendar year, the results for the Company’s first and fourth quarters of each fiscal year when schools are in session are typically lower than the results for its second and third quarters, which contain the summer months when schools are closed or have significantly reduced operations. These consolidated 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.

Reclassification

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications had no impact on previously reported Net income or Shareholders’ equity.

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 July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-20, which amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. The amended guidance is effective for activity and period-end balances beginning with the first interim or annual reporting period ending on or after December 15, 2010. The Company is currently evaluating the amended guidance and expects that it may impact its disclosures in future periods, but otherwise will not have a significant effect on its consolidated financial statements.

In April 2010, FASB issued ASU No. 2010-17, concerning the milestone method of revenue recognition. The ASU codified the consensus reached in Emerging Issues Task Force (“EITF”) Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

In April 2010, The FASB issued ASU No. 2010-13, concerning stock compensation awarded in the currency of which the underlying equity security trades. The ASU codified the consensus reached in EITF Issue No. 09-J. The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

In February 2010, the FASB issued ASU No. 2010-09, concerning the recognition and disclosure requirements of certain subsequent events. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

In January 2010, The FASB issued ASU No. 2010-06, concerning disclosures about fair value measurements. The ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends the Codification to now require (1) A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures (1) For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and (2) A reporting entity should provide disclosures about the valuation techniques and inputs used to

measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

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 per share are computed by dividing net income by the weighted average number of common stock shares outstanding during the period. Diluted earnings per share is computed by dividing net income 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 nine month periods ended September 30, 2010 and 2009, both prior to and after application of the treasury stock method.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2010		2009		2010		2009
Weighted Average Shares Outstanding Prior to Application of the Treasury Stock Method
Common stock (excluding shares held in escrow)		6,522		6,405		6,490		6,391
Common stock held in escrow		500		800		500		800
Preferred stock		6,740		6,740		6,740		6,740
Warrants		300		6,464		1,226		6,298
Options		642		465		545		440

Total Weighted Average Shares Outstanding		14,704		20,874		15,501		20,669


Weighted Average Shares Outstanding After Application of the Treasury Stock Method
Common stock (excluding shares held in escrow)		6,522		6,405		6,490		6,391
Common stock held in escrow		500		800		500		800
Preferred stock		6,740		6,740		6,740		6,740
Warrants		—		—		—		—
Options		150		150		159		150

Total Weighted Average Shares Outstanding –treasury stock method		13,912		14,095		13,889		14,081

NOTE 3 – STOCK-BASED COMPENSATION

The Company has a stock based compensation plan, established in 2005, the “2005 Incentive Compensation Plan”. The Company accounts for stock based compensation using the fair value method prescribed in the “Stock Compensation” section of the FASB’s Accounting Standard Codification (“ASC”), 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 has granted options to purchase shares of common stock in connection with acquisitions, certain hiring agreements and to incent and encourage the longevity of senior employees through option vesting. The issuance of options is further detailed below. 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, 2009.

Assumptions used in calculation of fair value


	For the Nine Months Ended September 30,
	2010	2009
Expected term (in years)	7	7
Expected volatility	169%	142%
Expected dividend yield	0.0%	0.0%
Risk-free interest rate	2.8%	2.5%

Stock options


Detail	Number of Options		Weighted Average Exercise Price		Expiration
Options assumed in reverse merger		174	$	0.12		November 1, 2012
Options granted in McAleer acquisition		100	$	0.87		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
Options granted to a key and other employees		196	$	0.70		June 1, 2020

The following table summarizes option activity under the plans for the first nine months of 2010.


Stock Options	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2009		465		$	0.64		5.74	$	(21	)
Granted		196			0.70
Cancelled		—			—
Exercised		(31	)		0.17
Forfeited/expired		—			—

Outstanding at September 30, 2010		630		$	0.69		6.60	$	(54	)


Exercisable at September 30, 2010		382		$	0.60		4.90	$	(1	)

The aggregate intrinsic value represents the difference between the Company’s closing stock price of $0.60 as of September 30, 2010 and the exercise price multiplied by the number of options outstanding as of that date.

As of September 30, 2010 there remained $108 of unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of approximately three years.

The Company issued 32 shares of common stock to outside Board of Directors under the plan in the first nine months of 2010. During the same period, outside of the plan, the Company issued non-employee based stock awards of 30 shares of common stock as compensation for investor relations services pursuant to the terms of a Consulting Agreement with its investor relations firm (see also NOTE 5 – PREFERRED STOCK AND RELATED WARRANTS).

Total stock based compensation for the three months ended September 30, 2010 was $32, of which $7 related to the stock issued to the Company’s outside Directors, $1 related to stock options granted from acquisition, and the remaining $24 related to employee stock option compensation (wage-related). Total stock based compensation for the three months ended September 30, 2009 was $44, of which $11 related to the stock issued to the Company’s investor relations firm, $7 related to the stock issued to the Company’s outside Directors, $11 related to stock options granted from acquisition, and the remaining $15 related to employee stock option compensation (wage-related).

Total stock based compensation for the first nine months of 2010 was $93, of which $22 related to the stock issued to the Company’s investor relations firm, $22 related to the stock issued to the Company’s outside Directors, $5 related to stock options granted from acquisition, and the remaining $44 related to employee stock option compensation (wage-related). Total stock based compensation for the first nine months of 2009 was $178, of which $94 related to the warrants issued to the Company’s investor relations firm, $21 related to the stock issued to the Company’s investor relations firm, $7 related to the stock issued to the Company’s outside Directors, $15 related to stock options granted from acquisition, and the remaining $41 is related to employee stock option compensation (wage-related).

Employee stock option compensation (wage related) is included in the income statement categories of cost of sales or departmental operating expense categories as appropriate.

NOTE 4 – LONG-TERM AND SHORT-TERM DEBT, INCLUDING RELATED PARTY TRANSACTIONS, AND OFF-BALANCE SHEET INSTRUMENTS and SUBSEQUENT EVENT

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 $8.0 million;

•

the latest renewal was on June 25, 2010, with a maturity date of June 30, 2012;

•

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 June 25, 2010, the Company entered into a modification of the line of credit facility, extending the maturity date from August 31, 2011 to June 30, 2012. This modification temporarily increased the line of credit from $7.0 million to $8.0 million and this increase will be reduced annually by $200 beginning January 31, 2011 until the balance reaches $7.0 million on January 31, 2015 (assuming the facility would be customarily renewed with no significant change in borrowing ability and working capital needs). The increase in the bank’s revolving line of credit from $7.0 million to $8.0 million was for the purpose of accommodating a capital need to fund the June 2010 payments of $875, paid on and as agreed in an extension of, the Subordinated Notes (discussed below), while deferring any immediate impact on working capital line availability.

Other than the amendments noted above, the material obligations and provisions of the facility remain unchanged. Previous modifications also memorialized certain previously granted waivers to the restrictive covenants and requirements contained in the agreements with the bank. The bank granted waivers permitting us to enter into acquisitions, including the use of bank credit facility advances to fund such acquisitions, and incurring related mortgage indebtedness for acquired real estate subsequently sold. The bank also waived any cross-default relating to the subordinated notes payable to certain shareholders, which the Company did not repay at their May 2006 maturity. Such waivers and prior modifications have been disclosed in the Company’s previous filings on Forms 10-K, 10-Q and 8-K.

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 bear interest at LIBOR plus 2.50%, subject to a 3% floor, payable monthly. LIBOR plus 2.50% was 2.76% at September 30, 2010 and 2.74% at December 31, 2009.

Our domestic asset-based lending agreement was negotiated to exceed one year with the intent that borrowings on the revolving credit facility would be classified as long-term debt. However, pursuant to the “Debt-Classification of Revolving Credit Agreements Subject to Lock-Box Arrangement and Subjective Acceleration Clauses” subtopic of the FASB’s ASC (the “Revolving Credit Subtopic”), a revolving credit facility which includes both a subjective acceleration clause and a lock-box arrangement should be classified as a current liability. Our revolving credit facility provides for a lock-box arrangement, whereby cash received is used to reduce the balance on a daily basis. Also, our revolver includes a subjective acceleration clause, providing for acceleration upon a material change in our business or financial condition. This is a customary provision for revolving credit agreements. In accordance with the Revolving Credit Subtopic, the balance outstanding under our revolving credit facility has been classified as a current liability.

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 the Company’s 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 prior to September 30, 2010 was November 14, 2008. Pursuant to the modification, the equipment loan was increased from $238 to $1.0 million, and bore interest at 30-day LIBOR plus 250 basis points. Principal and interest were payable in twenty-four consecutive monthly payments of principal and interest of $40 continuing until November 15, 2010.

The amount outstanding on the equipment notes payable to the bank was $152 at September 30, 2010 and $505 at December 31, 2009.

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


2010	$	152

Total Principal Payments	$	152

On November 5, 2010, subsequent to the end of the third quarter, the equipment term loan was modified, increasing the loan by $1.0 million, under the same payment and other terms as with its previous modification. The purpose of the latest modification was to refinance the Company’s most recent capital expenditures initially financed through its bank credit facility and improve its availability under its bank credit facility for working capital purposes.

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 consolidated financial statements to the bank, compliance with Securities and Exchange Commission (the “SEC” or “Commission”) 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 is not aware of any events of noncompliance with these annual covenants at September 30, 2010 and December 31, 2009.

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 was $1,241 of outstanding draws under the facility as of September 30, 2010 and no draws as of December 31, 2009.

Subordinated Notes

The Company has subordinated notes payable to shareholders with amounts outstanding totaling $858 at September 30, 2010, and $1,750 at December 31, 2009. On June 25, 2010, the Company and each of the holders of certain Subordinated Promissory Notes dated February 11, 2005 (the “Subordinated Notes”) entered into an Extension of Subordinated Notes and Waiver dated June 24, 2010 (the “Extension”). Pursuant to the Extension:

•

the Company agreed to make, within five days of the date of approval of the Extension, principal payments on the notes totaling $875, $438 in the case of the Subordinated Note held by Barron Partners LP (“Barron”) and $88 each in the case of the other five note holders. These payments were made on June 29, 2010.

•

the maturity date of each Subordinated Note was extended from August 30, 2009 until no later than January 1, 2018, on which date all principal and accrued interest will be due and payable in full, if not earlier paid.

•

the Company, beginning October 1, 2010, will make quarterly payments on the Subordinated Notes of principal and accrued interest in the amount of $50 in the aggregate to be applied pro-rata among the note holders, $25 on the Barron Subordinated Note and $5 each on the other Subordinated Notes.

•

the Company expressed its intention to consider subsequent to each fiscal year end during the term of the Subordinated Notes whether it can make principal payments in addition to those expressly set forth in the Extension. Any such determination by the management and board of directors of the Company is in their sole discretion, and shall be based on factors they deem relevant, including but not limited to the financial performance of the Company during such fiscal year.

•

at the discretion of management and the board of directors of the Company, the remaining balance on the Subordinated Notes can be repaid in full at any time without penalty.

•

the Subordinated Notes will no longer be in default, and each note holder waived any existing or past default based upon the Company failing to make any payment of interest or principal when due.

•

despite the Subordinated Notes not being in default, they will continue to bear interest at the Default Rate of 15% until repaid.

•

except as modified by the Extension, all other terms and conditions of the Subordinated Notes were confirmed and shall remain in full force and effect.

The Subordinated Notes were issued on February 11, 2005 as a part of our reverse merger and recapitalization. The Subordinated Notes are unsecured and are subordinated to the Company’s senior debt, including its revolving credit and term debt with its bank lender. The original principal of all of the Subordinated Notes aggregated $3,750. At June 25, 2010, immediately prior to the Extension, principal on the Subordinated Notes totaled $1,750 and accrued interest totaled $62. The Company has paid interest at the default rate of 15% per annum since the original maturity date of May 9, 2006, when the Company, with the support of its management, board of directors and the Bank elected to defer the payment and pay the

default interest rate to use the funds to support working capital needs and investments in acquisitions. The Subordinated Notes were extended several times, the latest being June 25, 2010, as described above, when the maturity date was extended to January 1, 2018. The history of the Subordinated Notes has been previously disclosed in the Company’s Form 8-K dated September 3, 2009, as well as in its prior Forms 10-Q and Forms 10-K.

In addition to Barron, which owns all of our preferred stock, the Subordinated Notes are held by the five shareholders of our predecessor, Computer Software Innovations, Inc., a South Carolina corporation. Four of these note holders are currently executive officers of the Company, and include: Nancy K. Hedrick, President and Chief Executive Officer; Thomas P. Clinton, Senior Vice President of Strategic Relationships; Beverly N. Hawkins, Senior Vice President of Software Development; and William J. Buchanan, Senior Vice President of Technical Delivery and Support. The fifth holder, Joe G. Black, formerly served as chief financial officer of the Company. The Extension and the related restructuring of the Subordinated Notes were approved by the Company’s three outside directors, none of whom have any interest in the Subordinated Notes.

The restructuring of the Subordinated Notes permits the Company to repay the remaining principal over the approximate seven-year period following the restructure. Although the Company may choose to repay the Subordinated Notes earlier, particularly as a result of superior financial performance, the arrangement removes a default and gives the Company flexibility in managing its future liquidity and capital needs. Such future needs might include future acquisitions, and increased working capital relating to significant sales growth as a result of a turnaround in the general economy or increased Federal funding of technology expenditures for education.

The Extension was formulated in cooperation with the Company’s primary lender, RBC Bank (USA) (the “Bank”), which had previously waived any cross default under the Bank’s revolving and other credit facilities as a result of the previous default under the Subordinated Notes. In conjunction with the Company entering into the Extension, it also entered into a related modification of its credit facilities with the Bank.

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


2010	$	—
2011		75
2012		87
2013		101
2014 and thereafter		595

Total Principal Payments	$	858

Off Balance Sheet Instruments

As of September 30, 2010, 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 nine months of 2010 the Company made principal and 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 payments were made on the subordinated notes payable which were associated with the reverse merger transaction which occurred in 2005, and represented an annual interest rate of 15% as of September 30, 2010. In 2010, principal and interest payments to the five original shareholders of CSI – South Carolina totaled $528 and principal and interest payments to Barron also totaled $528.

NOTE 5 – PREFERRED STOCK AND RELATED WARRANTS

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”), and preferred stock of 7,218 shares, convertible 1 for 1 to common stock and containing a liquidation preference and certain other restrictions related to a change in control, but no put, call or dividends. The warrants expired on February 11, 2010.

Barron warrant exercises could have been made and preferred stock conversions can 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. See Note 2 for preferred stock.

On May 13, 2009, pursuant to the terms of a Consulting Agreement with DC Consulting, LLC whereby DC Consulting provided 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.

Activity related to the common stock purchase warrants for the three and nine month periods ended September 30, 2010 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 September 30, 2010

	Warrant A1			Warrant A2			Warrant B1			Warrant B2			DC Consulting Warrant		DC Consulting Warrant		DC Consulting Warrant
Outstanding at June 30, 2010		—			—			—			—			100		100		100
Issued – three months ended September 30, 2010		—			—			—			—			—		—		—
Exercised – three months ended September 30, 2010		—			—			—			—			—		—		—
Expired – three months ended September 30, 2010		—			—			—			—			—		—		—

Outstanding at September 30, 2010		—			—			—			—			100		100		100

Warrant related activity for the nine months ended September 30, 2010

	Warrant A1			Warrant A2			Warrant B1			Warrant B2			DC Consulting Warrant		DC Consulting Warrant		DC Consulting Warrant
Outstanding at December 31, 2009		2,000			555			2,000			1,609			100		100		100
Issued – nine months ended September 30, 2010		—			—			—			—			—		—		—
Exercised – nine months ended September 30, 2010		—			—			—			—			—		—		—
Expired – nine months ended September 30, 2010		(2,000	)		(555	)		(2,000	)		(1,609	)		—		—		—

Outstanding at September 30, 2010		—			—			—			—			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 could also demand the registration of all or part of such shares on a one-time basis and, pursuant to “piggy-back rights,” could require the Company (subject to carve back by a managing underwriter) to include such shares in certain registration statements it may file. The Company was obligated to pay all expenses in connection with the registration of the shares. The Company’s registration rights obligation ended with the expiration of the warrants held by Barron on February 10, 2010.

NOTE 6 – INCOME TAXES

The effective tax rates for the three months ended September 30, 2010 and 2009 were approximately 43.3% and 41.6%, respectively.

The effective tax rates for the nine months ended September 30, 2010 and 2009 were approximately 46.2% and 54.8%, respectively.

The income tax provision for the interim periods presented is computed to arrive at the estimate of the effective rate expected to be applicable in each respective full year using the statutory rate. Income tax expense recorded in the consolidated financial statements differs from the federal statutory income tax rate due to a variety of factors, including state income taxes, non-deductible meals and entertainment expenses, and other miscellaneous permanent differences.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain facilities and equipment under various operating leases. At September 30, 2010, future minimum lease payments under non-cancelable leases were:


2010	$	273
2011		798
2012		102

Total	$	1,173

Rent expense for the three months ended September 30, 2010 and 2009 was $253 and $257, respectively. Rent expense for the nine months ended September 30, 2010 and 2009 was $770 and $778, 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. Further, the Company anticipates exercising its option to extend the lease for five additional years beyond March 31, 2011 prior to its expiration.

On April 1, 2008 the Company 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 required monthly payments of $4, which are included in the schedule above, and expired on March 31, 2010. On March 23, 2010, the Company entered into a one year lease with Edge Developments, LLC for 30,000 square feet of warehouse space at 903A East Main Street, Easley, SC. The terms of this lease require monthly payments of $5, which are included in the schedule above, and are scheduled to expire on March 31, 2011.

On April 1, 2008, in connection with the acquisition of ICS Systems, Inc. (“ICS”), 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.

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 September 30, 2010 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 September 30, 2010, excluding bonuses, is approximately $1,228.

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, cloud-based communication and collaboration solutions, based on Microsoft’s Live@edu hosted exchange and SharePoint environments and Microsoft SharePoint deployments, and hosted VoIP communications solutions. These solutions consist of, in many cases, primarily proprietary software, but also can encompass integrated third-party software code. Through this segment we also report the results of operations related to other 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 and services through the sales and distribution of computers, network infrastructure, interactive classroom technology, VoIP telecommunications and other hardware based solutions and accessories (hardware and hardware operating centric solutions) 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 its software applications, and hosted communications solutions, which generally have higher margins than its more hardware and hardware operating centric solutions reported in its Technology Solutions Segment. Through its Technology Solutions Segment, the Company provides technology solutions through the sale and distribution of computers, network infrastructure, interactive classroom technology, VoIP telecommunications and other hardware based solutions and accessories and offers a wide range of technology consulting services, including network and systems integration and computer support and maintenance services, which generally provide lower margins than the primarily software centric solutions offered through its Software Applications Segment.

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 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 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 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 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 nine month periods ended September 30, 2010 and 2009, and assets allocated to segments as of September 30, 2010 and 2009.


	Software Applications		Technology Solutions		Total Company
Three months ended September 30, 2010:
Net sales and service revenue	$	3,595	$	10,871	$	14,466
Gross profit		1,254		1,762		3,016
Segment income		101		709		(*	)
Segment assets		10,733		7,661		18,394

Three months ended September 30, 2009:
Net sales and service revenue	$	3,936	$	13,869	$	17,805
Gross profit		1,757		2,028		3,785
Segment income		497		1,009		(*	)
Segment assets		11,169		10,971		22,140

*	See reconciliation below


	Software Applications		Technology Solutions		Total Company
Nine months ended September 30, 2010:
Net sales and service revenue	$	11,170	$	30,121	$	41,291
Gross profit		4,178		4,219		8,397
Segment income		542		1,053		(*	)
Segment assets		10,733		7,661		18,394

Nine months ended September 30, 2009:
Net sales and service revenue	$	11,073	$	29,382	$	40,455
Gross profit		4,338		4,480		8,818
Segment income		259		1,217		(*	)
Segment assets		11,169		10,971		22,140

*	See reconciliation below

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


	Three Months Ended
	September 30, 2010			September 30, 2009
Segment income:
Software Applications Segment	$	101		$	497
Technology Solutions Segment		709			1,009

TOTAL SEGMENT INCOME		810			1,506

Less: merger-related and compliance costs
Stock compensation – non-cash		(8	)		(29	)
Acquisition costs		—			—
Professional and legal compliance costs		(66	)		(133	)

OPERATING INCOME Per Consolidated Statements of Operations	$	736		$	1,344

	Nine Months Ended
	September 30, 2010			September 30, 2009
Segment income:
Software Applications Segment	$	542		$	259
Technology Solutions Segment		1,053			1,217

TOTAL SEGMENT INCOME		1,595			1,476

Less: merger-related and compliance costs
Stock compensation – non-cash		(49	)		(137	)
Acquisition costs		—			(2	)
Professional and legal compliance costs		(385	)		(378	)

OPERATING INCOME Per Consolidated Statements of Operations	$	1,161		$	959

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

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

A. Introduction

Unless the context requires otherwise, “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.

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. We have a significant number of non-education focused clients which represent our fastest growing sector based on increases in the number of new clients being added. However, our education focused customers typically generate more than 80% of our revenues in a given year.

Organization

Our business efforts are focused on two key operating segments. The first is internally developed software applications and sales of that software both on premise and off site or Company-hosted solutions. The segment also includes resales of services developed with the use of third-party, primarily software-driven, solutions, and related service and support of those solutions (our “Software Applications Segment”). Our other segment is primarily composed of hardware centric technology solutions and related services and support (our “Technology Solutions Segment”).

Software Applications Segment

Our initial internally developed software product was developed for financial management of public sector entities, primarily local government and kindergarten through grade 12 (“K-12”) organizations. The largest portion of our revenues are derived from the K-12 education market space with the local government being one of our fastest growing segments. Recently acquired products are used in these markets and also in higher education. We may pursue other markets but currently they are not a substantial focus.

Our internally developed software efforts have grown to consist primarily of four product groups:

•

Fund accounting based financial management software

•

Standards based lesson planning software

•

Identity and access management software

•

Cloud-based communication and collaboration solutions

Fund accounting based financial management software

Our initial and primary software product, fund accounting based financial management software, was developed for those entities that track expenditures and investments by “fund,” or by source and purpose of the funding. Our fund accounting software is used by public sector and not-for-profit entities. These organizations are primarily municipalities, school districts and local governments. Specific software modules include:

•

General (or “Fund”) Ledger;

•

Accounts Payable;

•

Purchasing;

•

Payroll;

•

Human Resources;

•

Inventory;

•

Utility Billing; and

•

Other specialty modules designed for government markets.

In the initial state of our focus, South Carolina, and that of an acquired operation, Alabama, more than 90% of the K-12 school districts run our fund accounting software products. We also have a significant presence in the local government market space in these two states. In addition, we have implementations in school districts or local government entities in six other states in the southeast: North Carolina, Georgia, Louisiana, Mississippi, Tennessee and Florida. We are looking to expand our financial management solutions to a national level, which will include accommodating expanded local and state reporting requirements.

Standards based lesson planning software

In September 2005, we acquired standards-based lesson planning software (“curriculator^®”). The software is designed to allow teachers to create lesson plans that are tied to a state’s curriculum standards, and curriculum maps. 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 product is in several K-12 schools, but is not currently a significant revenue driver.

Identity and access management software

In August 2008, we acquired our Identity and access management solutions through our acquisition of Version3, Inc. (“Version3^®”). Our identity and access management solutions provide single sign-on, application access management and provisioning based on Microsoft^® 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. By joining forces with Version3, we have achieved synergies to expand sales efforts, enhance delivery efficiencies, and allow increased focus on new product development and enhancements to existing solutions. Version3’s solutions do not require the level of integration with local or state reporting as do our financial management products. As a result, the Version3 installations have already expanded to a national level and include a few international implementations.

Cloud-based communication and collaboration solutions

In August 2009 we began development efforts of our CSI@K12 communication and collaboration solution based on Microsoft’s Live@edu hosted email solution. CSI@K12 is an instructional communications management solution providing tools to manage the regulatory compliance and security standards required within a K-12 based email environment. CSI@K12 also provides an integrated portal experience for school administrators, teachers, students and parents providing email, homework and class task, network file access and a rich set of collaboration tools. These include class sites and social media tools, delivered in a browser and native Microsoft Outlook access and views. This product has been implemented at a few sites as a full release subject to beta testing and functional improvements. It is anticipated this solution, which is E-Rate fundable, will be more widely distributed in the late summer and fall of 2010, and more significantly following the 2010-2011 E-Rate season. (E-Rate is a program which provides government matching funds, up to 90%, for schools located in more economically challenged, such as rural, areas).

In September 2010, we added hosted virtual Private Branch (or entity level) Exchange (PBX) systems services for Voice calls over Internet Protocol (“VoIP”) or “Hosted VoIP” to our CSI@K12 communication and collaboration solutions suite. Our Hosted VoIP is a solution whereby voice calls are communicated from internet protocol based phones and other end user devices across the internet to telecommunications infrastructure equipment at an off premise hosting location where they are linked to the switched (traditional) telecommunications networks (“Hosted VoIP”). The Internet or “World Wide Web” is also referred to as the “Cloud,” generally in the context of the medium through which off premise hosted hardware and software are accessed. Hosted (i.e. off customer premise) infrastructure used by customers by connecting to the hosted infrastructure through the Cloud (such as with our Hosted VoIP solution) is also referred to as a “Cloud Solution” and sometimes also referred to in the abbreviated form as the “Cloud.” Cloud solutions, including our Hosted VoIP solution allow customers to purchase telecommunications switching and other hardware and/or software based solutions as a service rather than having to commit to the capital investment required for the purchase of on premise hardware or software, and allow customers to share, at some level, the cost of infrastructure with other customers who also subscribe to the same hosted or Cloud solutions. The addition of voice communications to our CSI@K12 product is a natural extension of our branded communication and collaboration solutions offering, and provides the potential of tighter integration and improved security and management over these services through continued product and systems integration development.

Margins

As in other competitive software businesses, the sales and support of software products and software based solutions 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. See “ – Technology Solutions Segment – Margins” below for a detailed margins comparison of our Software Applications Segment to our Technology Solutions Segment.

Technology Solutions Segment

Solutions

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:

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

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Hardware/software installations;

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

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

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

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

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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);

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

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

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

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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).

Staffing

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 Dell, Hewlett Packard, Cisco, Microsoft, Novell, Promethean and Tandberg, and supports the Software Applications Segment, as needed.

Margins

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 34.9% and 37.4% for the three and nine month periods ended September 30, 2010, respectively, while margins for our Technology Solutions Segment were 16.2% and 14.0%, respectively, for the same periods. Gross margins for the Software Applications Segment were 44.6% and 39.2% for the three and nine month periods ended September 30, 2009, respectively, while margins for the Technology Solutions Segment were 14.6% and 15.2%, respectively, 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.

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 internationally. 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.

Seasonality

The Company’s operations are seasonal, being driven by its primary client base, K-12 schools being closed or having significantly reduced operations during the summer months. At such time infrastructure and systems changes are less disruptive to their operations and so during such times they prefer to have a larger number of projects completed. As a result, and with the Company’s fiscal quarter corresponding to the calendar year, the results for the Company’s first and fourth quarters of each fiscal year when schools are in session are typically lower than the results for its second and third quarters, which contain the summer months when schools are closed or have significantly reduced operations.

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. 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:

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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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Software companies with operations in the public educational and governmental market segments.

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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.

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.

Because there are a number of competitors of significantly greater size than us, both private and public companies, and as we have significant market penetration on a regional basis in our market space, and valuable software products, we believe CSI is a potential acquisition target. (For more discussion as to competition, see our Form 10-K last filed). Due to the volatile nature of the capital markets, we believe our stock price does not necessarily reflect the value of the business to our shareholders, nor the value to a potential acquirer. Our opinion also takes into account the value of investments we are making or have made that have yet to provide significant return, such as new product development or acquisitions.

We manage the Company with the goal of improving long-term value for our shareholders. Generally, we believe the opportunities for creating value have been better driven by reinvesting our capital in new products, acquisitions and organic growth. Accordingly, our current strategy is to remain independent and not to be acquired or merged. However, we are contacted from time to time by a variety of interests, both acquiring companies, primarily competitors, and investment firms who are interested in exploring making an investment, acquiring or merging with our business. We continue to keep open lines of communication with the various parties for potential future opportunities. However, the Company has not entered into agreements or understandings for any acquisitions which management deems material.

B. Recent Developments

Extension of Subordinated Notes and Removal of Default

As part of our reverse merger and recapitalization in 2005, we issued Subordinated Notes, originally due in May 2006. At that time, with the support of our management, board of directors and Bank, we did not pay the notes, electing instead to pay the penalty of a higher, default interest rate of 15% to use the funds to support working capital needs and investment in acquisitions. Periodically we negotiated extensions with waivers and removal of the default condition, subject to partial payments, and while continuing to pay the default interest rate. Most recently, we entered into an extension of the Subordinated Notes and Waiver dated June 24, 2010 (the “Extension”). In connection therewith, we paid approximately half of the then outstanding balance of $1,750 and accrued interest.

The restructuring of the Subordinated Notes permits the Company to repay the remaining $875 in principal over an approximate seven-year period with an annual review to consider an earlier payoff. Although the Company may choose to repay the Subordinated Notes earlier, particularly as a result of superior financial performance, the arrangement removes a default and gives the Company flexibility in managing its future liquidity and capital needs. Such future needs might include future acquisitions, and increased working capital relating to significant sales growth as a result of a turnaround in the general economy or increased Federal funding of technology expenditures for education. The Subordinated Notes and related events are described in more detail in Note 4 to our unaudited financial statements and “- G. Liquidity and Capital Resources” below.

New Product and Solutions Development

In August 2009 we began development efforts of our CSI@K12 communication and collaboration solution based on Microsoft’s Live@edu hosted email solution. This is an effort driven within our Version3 division, acquired in the fall of 2008. CSI@K12 is an instructional communications management solution providing tools to manage the regulatory compliance and security standards required within a K-12 based email environment. CSI@K12 also provides an integrated portal experience for school administrators, teachers, students and parents providing email, homework and class task, network file access and a rich set of collaboration tools. These include class site and social media tools, delivered in a browser and native Microsoft Outlook access and views. This product has been implemented at a few sites as a full release subject to beta testing and functional improvements. It is anticipated this solution will be more widely distributed in late 2010, and more significantly following the 2010-2011 E-Rate season. (E-Rate is a program which provides government matching funds, up to 90%, for schools located in more economically challenged, such as rural, areas). We estimate we will commit more than $1 million to develop this offering, including both research and development and capitalized development costs, as well as capital expenditures to develop and host certain functions related to this solution. We anticipate we will have profitability related to the product in a two to three year period and will recover this investment with double digit internal rates of return within a three to five year period. In the first nine months of 2010 we spent approximately $0.6 million,] including capitalized development costs and hosting equipment.

rather than having to commit to the capital investment required for the purchase of on premise hardware or software, and allow customers to share, at some level, the cost of infrastructure with other customers who also subscribe to the same hosted or Cloud solutions. The addition of voice communications to our CSI@K12 product is a natural extension of our branded communication and collaboration solutions offering, and provides the potential of tighter integration and improved security and management over these services through continued product and systems integration development. Like the email portion of our CSI@K12 offering, the hosted VoIP portion is also E-Rate fundable. We expect our margins on this portion of our solution to more closely resemble those of our other product offerings in our Software Applications Segment than that of our Technology Solutions Segment.

With the addition of Hosted VoIP, our CSI@K12 solution combines our proprietary technology, using our internally developed communications and collaboration tools, with those of third parties to provide a product suite which offers solutions for both voice and data management. The solution set, coupled with our support and services, reduces the management overhead of these services to our customers while providing improved security and compliance for our customer base. The CSI@K12 solutions suite will continue to be enhanced through future additional development and product integration. In the first nine months of 2010 we spent approximately $0.2 million on the Hosted VoIP portion of our CSI@K12 offering, including capitalized purchased software and hosting equipment.

The CSI@K12 solution is not currently a significant revenue generator. However, as the hosted email and VoIP portions of the solution are eligible for the first priority (“priority one”) level of funding under E-Rate—the federal program providing funding for telecommunications, internet access and internal connections for schools. The percentage of a project funded by contributions from E-Rate is based on the percentage of students participating in a subsidized lunch program, due to their being in lower income households. Schools and districts that have a high free and reduced lunch rate count receive a higher percentage of contributions from E-Rate funds to help fund their qualifying projects than do those with a lower count. We believe eligibility for priority one funding coupled with the need for the functionality the product delivers will create revenue growth opportunities in future years. Prior to offering the CSI@K12 solution, CSI’s solutions which were E-Rate eligible were only eligible at priority level two. Priority one projects are considered more important and are funded prior to considering priority level two projects. Thereafter, priority two projects are funded until E-Rate funds have run out, leaving many more potential two projects unfunded, than for priority one. For a more detailed discussion of the E-Rate program, refer to the Federal E-Rate Program under our Government Regulation risk factor disclosed in our previously filed annual report on Form 10-K.

Increased Commercial Account Focus

Traditionally, only a very small portion of our business has been to commercial (non-public) enterprises. While many of our solutions are also applicable to the commercial market space, without staff with significant expertise in that market, we have made little effort to penetrate commercial accounts. Recently, we have hired sales and operations talent with significant experience in the commercial sector, and we are looking to allocate a small portion of our efforts to methodically seek commercial opportunities. Currently, commercial business is not significant to our overall revenues. However, we do expect the amount of revenues from these accounts to grow over time. The public sector is traditionally slower to enter a recession but also slower to exit. As a result, we believe, in future periods, adding more commercial business to our account base may accelerate improved performance following challenging economic times as the business climate improves.

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

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, beginning in 2009 we saw a moderate increase in the amount of projects postponed or changed as a result of customer budget cuts. A potential indicator of ongoing business health — the value of quoting activity and incoming service orders received — has held steady and at times exceeded modestly that of the recent past. However, we have seen additional scrutiny in the purchase process increase the timeframe significantly from quoting to receiving purchase orders for new projects and software orders. 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. Also, we have a greater breadth of product offerings, which we believe, coupled with our expanded geographic reach, provides the potential to double our EBIDTA over the next five years. (EBITDA is a non-GAAP measure. Please see our disclosure regarding EBITDA and reconciliation to the nearest GAAP measure under “G. Liquidity and Capital Resources – Non-GAAP

Financial Measures: EBITDA and Adjusted EBITDA”). However, in light of the current economic climate, and given that our governmental client base generally lags the private sector both in feeling the impact of an economic downturn and benefit from a recovery due to the delay in tax collection cycles, we see significant uncertainty in the short term, and through 2011. 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 and with new products. 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. Among other spending initiatives, it included spending for expanding educational opportunities (“Stimulus”). Millions of dollars have been made available to the education market space, including more than $846 million in Stabilization funds, Title I and IDEA (Individuals with Disabilities Education Act), E2T2 (Enhancing Education Through Technology), etc. for South Carolina alone. (South Carolina is the state where CSI was founded and which continues to be our largest source of revenue. South Carolina amounts are per tables by state available at the US Department of Education’s www.ed.gov website and are for use over the next two school years.)

We expected the initiatives and incentives contained in the Recovery Act which relate to the education and local government market space would have a direct, positive impact on our financial results. However, based on what we have seen thus far, it appears the Recovery Act is more likely defraying the negative impact of budget shortfalls in our customer markets and has assisted us in maintaining better results on our revenue line than we might have experienced otherwise, rather than driving significant new business. Due to the uncertainties as to how the funds are being distributed and for what areas they are being used; where, and how much might remain 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 has had or will continue to have on our financial results. Once all Stimulus funding is used or expires, our clients may experience additional budgetary pressure until they participate in any economic recovery, which has typically been on a delayed basis compared to the private sector.

Due to the uncertainty created by the current economic environment, we took precautionary measures in the first quarter of 2009 to control costs, including reducing 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 reduced our expenses by about $300 per quarter on a (pre-tax) go forward basis. However, we have made additional investment in new technologies and sales focus which has offset much of these savings. We believe these investments are prudent in light of the returns we anticipate particularly in connection with an economic recovery. However, due to the unknown impact of the potential drop in Stimulus in 2011, and lack of specifically identifiable positive impact from the spending thus far on our business, we remain cautious looking forward, particularly in the short-term.

We continue to monitor our staffing needs and employee headcount closely. In part, because we reduced our labor force late in the second quarter of 2009, our results for the first and second quarters of 2010 were significantly improved over the prior year. We do not anticipate, due to the reduction in force occurring in the second quarter of 2009, that the force reduction will contribute to improved results in the fourth quarter of 2010 versus 2009. We expect our results for the full year of 2010 to be profitable, but they may be below those of 2009. They could, perhaps, be better as we started the first two quarters with performance ahead of the prior year. However, because: 1) we currently have no plans for further reduction in labor force, primarily as a result of the continued investment we are making in connection with CSI@K12 (and most recently adding a Hosted VoIP offering), and with organic expansion of our technology solutions in our expanded market place following our acquisitions (primarily Alabama); 2) we have experienced a slowdown in the time from quoting to receiving orders, and 3) we are uncertain what, if any, stabilization of budgets has occurred as a result of Stimulus funding, or what change in budget conditions may exist following the full use or expiration of Stimulus funding; we anticipate our fourth quarter results could be lower than those of the prior year, and are providing no guidance for 2011 at this time.

Through the last half of 2009 and the first half of 2009 we saw only a limited number of deals for which the funding could be readily tied to Stimulus sources. As a result, we continue to plan and budget without regard to any potential benefit from the Stimulus. We may take further actions later in 2010 or in early 2011 to reduce costs depending on our continued monitoring of our financial results. 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 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. Additionally, it is unclear what impact the full utilization and expiration of Stimulus funds will have on customer budgets in the next one to two years. As a result of cost reduction efforts we made in the first and second quarters of 2009, we previously disclosed prior to the end of our and second quarters of 2010 our expectations that our bottom line performance for the first and second quarters of 2010 would be better than the same quarters of the prior year, and we did see improvement. However, due to the slowing in customer order patterns, and with no such labor force reduction made following the second quarter of 2009 as made previously, and with a better performance in the first half of the year 2010 compared to the first half of 2009, we remain cautious as to our performance for the entire 2010 year. We expect to report a profitable year, but are unsure it will exceed that of 2009. Due to the factors noted previously, including our continued investment in new product offerings in the midst of a challenging economic environment, we are even less certain that fourth quarter performance will exceed that of the prior year. Many observers have reflected in the U.S. press that the economy has entered a recovery. However, our market space, the local government and education space, collects tax revenues based on results in the private sector. Accordingly, our market space is generally slower in both entering and exiting a recessionary period. As a result, and as discussed previously under “– The Current Economic Crisis, Our Response, and the American Recovery and Reinvestment Act of 2009 and Guidance” above, we are unable to provide any specific guidance for 2010, nor are we providing any guidance for 2011, when Stimulus is currently slated to expire, as we await the settlement of uncertainties surrounding the timing of any impact from an economic recovery on our market space or from any Stimulus funding. While the short-term outlook is unclear, we do continue to watch our costs in relation to revenue and other business indicators. We also continue to make investments in research and new product development and improved partner relationships which we believe improve our prospects for growth in the longer-term.

C. 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 SEC 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, 2009. 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

In addition to using our legal name, Computer Software Innovations, Inc., we market our solutions under the trademarked brand of CSI Technology Outfitters. This name is used as we seek to “Outfit” organizations with any of their Technology needs (hardware or software). While our consolidated financial statements also include another legal entity, CSI Technology Resources, Inc., a wholly-owned subsidiary, this entity has had no operations since 2001. We use the accrual basis of accounting.

We employ 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 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 three and nine month periods ended September 30, 2010 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, service and training. We recognize all software revenue using the residual method in accordance with the “Software – Revenue Recognition” subtopic of the FASB’s ASC. 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 (i.e., software product) when the basic criteria in ASC 985-605 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 ASC 985-605, 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 “Software – Revenue Recognition” subtopic of the FASB ASC.

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 the “Revenue Recognition” topic of the FASB ASC, 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 “Revenue Recognition – Software” subtopic of the FASB ASC.

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

Capitalization

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 “Property, Plant, and Equipment” topic of the FASB ASC. 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 “Software” subtopic of the FASB ASC, “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 the provisions set forth in the “Equity” topic of the FASB ASC in our accounting and reporting for other intangible assets.

The “Equity” topic of the FASB ASC 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 the “Equity” topic of the FASB ASC, 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 “Intangibles – Goodwill and Other” subtopic of the FASB ASC, 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

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 the “Compensation – Stock Compensation” subtopic of the FASB ASC, which the Company adopted in 2006 using the modified prospective method. The Company utilizes the Black-Scholes model to estimate the fair value of the shares granted.

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.

As of the beginning of our 2007 fiscal year, we adopted the provisions of the “Income Taxes” topic of the FASB ASC, which provides specific guidance on the financial statement recognition, measurement, reporting and disclosure of uncertain tax positions taken or expected to be taken in a tax return. We recognize the impact of our tax positions in our financial statements if those positions will more likely than not be sustained on audit, based on the technical merit of the position.

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 4 to our unaudited financial statements as of and for the three and nine months ended September 30, 2010 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

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 April 2010, FASB issued ASU No. 2010-17, concerning the milestone method of revenue recognition. The ASU codified the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The Company is currently evaluating the impact of the adoption of this guidance but does not anticipate it will have a material impact on our results of operations or financial condition.

F. Financial Performance

Overview

Our revenues decreased $3.3 million or 19% to $14.5 million for the third quarter of 2010 compared to the same period of the prior year. The revenue decrease was due to a $3.0 million decrease in technology revenues, combined with a $0.3 million decrease in software revenues. The 22% decrease in technology revenues was due to a decrease in interactive classroom hardware sales and related services and commissions. The 9% decrease in software revenues was due to a decrease in new software sales and services. Revenues for the nine months ended September 30, 2010 increased $0.8 million or 2% compared with the same period of the prior year. The 3% increase in technology revenues was due to an increase in primarily personal computer and infrastructure equipment sales and engineering services and support partially offset by a decline in interactive classroom services and commissions. The 1% increase in software revenues was due to an increase in software support revenues.

Gross profit for the third quarter of 2010 decreased $0.8 million, or 20%, to $3.0 million compared to the same period of the prior year. The decrease was due to a $0.5 million decrease in gross profit from the software segment and a $0.3 million decrease in gross profit from the technology segment. The decrease in software segment gross profit was driven by the decrease in revenues combined with increased costs due to the development of the CSI@K12 solution. The decrease in technology gross profit was due to decreased interactive classroom services and commissions. The overall gross margin decreased from 21.3% to 20.8% due to decreased margins in the software segment. The Software Application Segment reported 34.9% margin in the third quarter of 2010 versus 44.6% for the same period in 2009 due to decreased new software and services sales with slightly increased costs primarily due to development of the CSI@K12 solution. The Technology Solutions Segment reported 16.2% margin in the third quarter of 2010 versus 14.6% for the same period in 2009 due to improved product mix with increased infrastructure and third party support agreement sales, which carry a higher margin, and reduced interactive classroom product sales which carry a lower margin.

Gross profit for the nine months ended September 30, 2010 decreased $0.4 million, or 5%, to $8.4 million compared to the same period of the prior year. The decrease was due to a $0.1 million decrease in gross profit from the software segment while the technology segment gross profit decreased $0.3 million. The decrease in software segment gross profit was due to increased cost of sales, particularly with the development of the CSI@K12 solution, coupled with a disproportionate increase in revenues. The decrease in technology gross profit was due to decreased interactive classroom services

performance and commissions. The overall gross margin for the nine months ended September 30, 2010 decreased from 21.8% to 20.3% due to decreased margin in both the software and technology segments. The Software Application Segment reported 37.4% margin for the nine months ended September 30, 2010 versus 39.2% for the same period in 2009 due to increased cost of sales primarily due to the development of the CSI@K12 solution, with revenues not increasing at the same rate. The Technology Solutions Segment reported 14.0% margin for the nine months ended September 30, 2010 versus 15.2% for the same period in 2009 due to unfavorable changes in product mix toward resold personal computer hardware and away from commissioned personal computer hardware sales (revenue for business referrals, which has no direct cost component) and due to less interactive classroom services revenues while costs remained relatively flat, with continued investment reaching into new territory (primarily Alabama) following geographic expansion of customer relationships through software acquisitions.

Operating income for the third quarter of 2010 decreased $0.6 million, or 45%, to $0.7 million compared to the same period of the prior year. The decrease in operating income came from the decrease in gross profit, partially offset by a decrease in operating expenses. Operating income for the nine months ended September 30, 2010 increased $0.2 million, or 21%, compared to the same period of the prior year. The improvement in operating income came from the decrease in operating expenses primarily due to a reduction in workforce in May of 2009 and from less stock based compensation, partially offset by a decrease in gross profit. In the prior year, we had initial stock-based compensation with the engagement of a new investor relations firm with a reduced commitment ongoing.

Net income for the third quarter of 2010 decreased $0.3 million, or 47%, to $0.4 million compared to the same period of the prior year. The decrease was due to the decrease in operating income, partially offset by reduced interest expense and a decrease in income tax expense. Net income for the nine months ended September 30, 2010 improved $0.2 million, or 75%, to net income of $0.5 million compared to $0.3 million for the same period of the prior year. The improvement was driven by the improvement in operating income coupled with reduced interest expense, partially offset by an increase in income tax expense.

Consolidated Results of Operations for the Three Months Ended September 30, 2010 and 2009


	Three Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	14,466	$	17,805	$	(3,339	)
GROSS PROFIT		3,016		3,785		(769	)
OPERATING INCOME		736		1,344		(608	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	(3,339	)
Cost of sales excluding depreciation, amortization, and capitalization						2,405
Depreciation and amortization						(10	)
Capitalization of software costs						175

						(769	)
Operating Expenses:
Research and development costs						40
Selling costs						10
Marketing costs						(41	)
Professional and legal compliance costs						67
Stock based compensation						21
Depreciation and amortization						26
Other general and administrative expenses						38

					$	(608	)

Revenues

Total revenues in the third quarter of 2010 decreased $3.3 million or 19% in comparison with the third quarter of 2009 to $14.5 million. Of this decrease, technology segment revenues decreased $3.0 million while software segment revenues decreased $0.3 million. The 22% decrease in technology revenues was due to a decrease in interactive classroom hardware sales and related services and commissions. The 9% decrease in software revenues was due to a decrease in new software sales and services.

Gross Profit

Gross profit for the third quarter of 2010 decreased $0.8 million or 20% in comparison with the third quarter of 2009, to $3.0 million. Of this decrease, $0.5 million was due to a decrease in software segment gross profit, while technology had a $0.3 million decrease. The decrease in software segment was driven by the decrease in revenues. The decrease in technology gross profit was due to decreased interactive classroom services and commissions. The overall gross margin decreased from 21.3% to 20.8% due to decreased margins in the software segment. The Software Application Segment reported 34.9% margin in the third quarter of 2010 versus 44.6% for the same period in 2009 due to decreased new software and services sales with increased costs primarily due to development of the CSI@K12 solution. The Technology Solutions Segment reported 16.2% margin in the third quarter of 2010 versus 14.6% for the same period in 2009 due to improved product mix with increased infrastructure and third party support agreement sales, which carry a higher margin, and reduced interactive classroom product sales which carry a lower margin.

Operating Expenses

Operating expenses for the third quarter decreased $0.2 million compared to the third quarter of 2009, to $2.3 million. The above table analyzes the major items that account for this decrease. The decrease was primarily a result of reduced professional and legal compliance costs due to reduced investor relations costs, registration costs, and external Sarbanes-Oxley compliance costs. Also contributing to the decrease were reduced research and development costs as more program costs are being capitalized due to being in later stages of the CSI@K12 project where technological feasibility of most related program areas is known. Also contributing to the decline was reduced stock based compensation, as there was not an issuance of stock to an investor relations firm as there was in the third quarter of 2009. The $0.8 million decrease in gross profit, partially offset by the improvement in operating expenses of $0.2 million resulted in a decrease in operating income of $0.6 million, or 45% compared to the prior year, to $0.7 million.

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 primarily proprietary software applications and including integrated third-party functionality in our hosted solutions.


	Three Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	3,595	$	3,936	$	(341	)
GROSS PROFIT		1,254		1,757		(503	)
OPERATING INCOME		101		497		(396	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	(341	)
Cost of sales excluding depreciation, amortization, and capitalization						(329	)
Depreciation and amortization						(8	)
Capitalization of software costs						175

						(503	)
Operating Expenses:
Research and development costs						40
Selling costs						13
Marketing costs						(8	)
Depreciation and amortization						26
Other general and administrative expenses						36

					$	(396	)

Software revenues decreased by $0.3 million, or 9%, in comparison with the third quarter of 2009. The decrease in software revenues was due primarily to decreases in fund accounting new software sales and services and Version3 new software sales and services partially offset by an increase in support revenues.

Software cost of sales increased by 7% in comparison with the third quarter of 2009. The increase in cost of sales came primarily from increased costs for development of the CSI@K12 solution. However, this increase was partially offset by a larger amount of software costs being capitalized than in the prior year for the investment in the CSI@K12 solution. The gross margin for the third quarter of 2010 was 34.9% compared to 44.6% in the third quarter of 2009. The decrease in the margin was due to decreased sales while cost of sales increased primarily due to the development of the CSI@K12 solution.

Software operating expenses for the segment decreased $0.1 million, or 8% in comparison with the third quarter of 2009. The decrease was primarily due to reduced research and development costs with more costs being capitalized as the CSI@K12 project matures, and decreased depreciation and amortization and other general and administrative expenses. The segment experienced a decrease in segment operating income of $0.4 million, or 80% in comparison to the third quarter of 2009, driven by the decrease in gross profit, partially offset by the decrease in operating expenses.

Technology Solutions Segment

Through our Technology Solutions Segment, we provide technology solutions through the sales and distribution of computers, network and communications hardware and accessories, as well as interactive collaborative classroom technologies and other hardware–based solutions and offer a wide range of technology consulting services, including network and systems integration and computer support and maintenance services.


	Three Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	10,871	$	13,869	$	(2,998	)
GROSS PROFIT		1,762		2,028		(266	)
OPERATING INCOME		709		1,009		(300	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales						(2,998	)
Cost of sales excluding depreciation, amortization, and capitalization						2,734
Depreciation and amortization						(2	)

						(266	)
Operating Expenses:
Selling costs						(3	)
Marketing costs						(33	)
Depreciation and amortization						—
Other general and administrative expenses						2

					$	(300	)

Technology revenues decreased $3.0 million, or 22% in comparison to the third quarter of 2009. The decrease in technology revenues was due primarily to a decrease in hardware sales, particularly interactive classroom product, interactive classroom installation/services, and commissions, partially offset by an increase in infrastructure product, cabling services, and third party support agreements.

Technology cost of sales decreased $2.7 million, or 23% in comparison to the third quarter of 2009. The decrease in technology cost of sales accompanied the decrease in technology revenues for the related products and services. Gross profit for the period decreased $0.3 million due to decreases in interactive classroom services, while costs were higher with smaller average orders for less efficient installs and decreased commission revenues. Segment gross margin for the period increased from 14.6% to 16.2% due to an improved product mix with increased infrastructure and third party support agreement sales, which carry a higher margin, and reduced interactive classroom product sales which carry a lower margin.

Technology operating expenses were relatively flat in comparison to the third quarter of 2009, with a slight increase in marketing costs. As a result of the decrease in gross profit, the segment experienced a decrease in segment operating income of $0.3 million, or 30% in comparison to the third quarter of 2009.

The following tables summarize information about segment income for the three months ended September 30, 2010 and 2009, and assets allocated to segments as of September 30, 2010 and 2009. Changes in segment assets came primarily from the following:

•

Technology Solutions Segment assets decreased primarily from a decrease in inventory. Inventory decreased due to reduced purchases to reduce inventory levels as sales of interactive classroom solutions decreased compared to the prior year. Changes in accounts receivable from decreased technology sales also contributed to the decline in segment assets.

•

Software Applications Segment assets decreased primarily from a decrease in accounts receivable, due to reduced sales, and other assets. Other assets decreased from a decrease in intangible assets due to amortization of these assets without any acquisition activity in 2010. This decrease was partially offset by increases in capitalized computer software due to the investment in CSI@K12.


	Software Applications		Technology Solutions		Total Company
Three months ended September 30, 2010:
Net sales and service revenue	$	3,595	$	10,871	$	14,466
Gross profit		1,254		1,762		3,016
Segment income		101		709		(*)
Segment assets		10,733		7,661		18,394

Three months ended September 30, 2009:
Net sales and service revenue	$	3,936	$	13,869	$	17,805
Gross profit		1,757		2,028		3,785
Segment income		497		1,009		(*)
Segment assets		11,169		10,971		22,140

*	See reconciliation below

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


	Three Months Ended
	September 30, 2010			September 30, 2009
Segment income:
Software Applications Segment	$	101		$	497
Technology Solutions Segment		709			1,009

TOTAL SEGMENT INCOME		810			1,506

Less: merger-related and compliance costs
Stock compensation – non-cash		(8	)		(29	)
Professional and legal compliance costs		(66	)		(133	)

OPERATING INCOME Per Consolidated Statements of Operations	$	736		$	1,344

Interest and Other Income and Expenses

Interest expense decreased in the third quarter of 2010 by 43%, compared to the third quarter of 2009. The decrease was primarily due to reduced average borrowings on the line of credit, equipment note and on the subordinated debt during the third quarter of 2010 compared to the same period in 2009.

Income Taxes

Income tax expense decreased by $0.2 million, or 43%, to $0.3 million in the third quarter of 2010 compared to the third quarter of 2009. The decrease was due primarily to the decrease in pre-tax profit when compared to the prior year.

The effective tax rates for the three months ended September 30, 2010 and 2009 were approximately 43.3% and 41.6%, respectively. The increase in the effective tax rate is primarily due to a larger amount of non-deductible items, such as the non-deductible portion of meals and entertainment, as a percent of pre-tax income in the current year’s third quarter, than in the third quarter of the prior year.

Net Income and Earnings per Share

Net income decreased in the third quarter of 2010 by $0.3 million, or 47%, to $0.4 million compared to the third quarter of 2009. The decrease was primarily due to the decrease in operating income, partially offset by decreased interest expense and income tax expense.

Basic earnings per share decreased from $0.11 in the third quarter of 2009 to $0.06 in the third quarter of 2010. The decrease was primarily due to the decrease in net income. Diluted earnings per share decreased from $0.05 in the third quarter of 2009 to earnings of $0.03 in the third quarter of 2010. The decrease was primarily due to the decrease in net income.

Consolidated Results of Operations for the Nine Months Ended September 30, 2010 and 2009


	Nine Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	41,291	$	40,455	$	836
GROSS PROFIT		8,397		8,818		(421	)
OPERATING INCOME		1,161		959		202

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	836
Cost of sales excluding depreciation, amortization, and capitalization						(1,838	)
Depreciation and amortization						13
Capitalization of software costs						568

						(421	)
Operating Expenses:
Research and development costs						130
Selling costs						245
Marketing costs						(15	)
Professional and legal compliance costs						(7	)
Stock based compensation						88
Acquisition expenses						2
Depreciation and amortization						49
Other general and administrative expenses						131

					$	202

Revenues

Total revenues in the first nine months of 2010 increased $0.8 million or 2% in comparison with the first nine months of 2009 to $41.3 million. Of this increase, software segment revenues increased $0.1 million and technology segment revenues increased $0.7 million. The 3% increase in technology revenues was due to an increase in primarily personal computer and infrastructure equipment sales and engineering services and support partially offset by a decline in interactive classroom services and commissions. The 1% increase in software revenues was due to an increase in software support revenues.

Gross Profit

Gross profit for the first nine months of 2010 decreased $0.4 million or 5% in comparison with the first nine months of 2009, to $8.4 million. Of this decrease, $0.1 million was due to a decrease in software segment gross profit, while technology decreased $0.3 million. The decrease in software segment gross profit can be attributed to increased cost of sales, particularly with the development of the CSI@K12 solution, with revenues not increasing as much. The decrease in technology gross profit was due to decreased interactive classroom services performance and commissions. The overall gross margin for the nine months ended September 30, 2010 decreased from 21.8% to 20.3% due to decreased margin in both the software and technology segments. The Software Application Segment reported 37.4% margin for the nine months ended September 30, 2010 versus 39.2% for the same period in 2009 due to the same reasons as the decrease in gross profit. The Technology Solutions Segment reported 14.0% margin for the nine months ended September 30, 2010 versus 15.2% for the same period in 2009 due to unfavorable changes in product mix toward resold hardware, primarily personal computers and away from commissioned personal computer sales (revenue for business referrals, which has no direct cost component). The decline also resulted from less interactive classroom services revenues while costs remained relatively flat with reduced efficiency from handling smaller average order sizes than in the prior year.

Operating Expenses

Operating expenses for the first nine months decreased $0.6 million compared to the first nine months of 2009, to $7.2 million. The above table analyzes the major items that account for this decrease. The decrease was primarily a result of the reduction in workforce from May 2009, impacting selling costs and other general and administrative costs, and due to reduced research and development costs as more product development costs are being capitalized due to being in later stages of the CSI@K12 project where technological feasibility of most related programming areas is known. Also, stock based compensation decreased from the prior year due to the issuance of warrants to an investor relations firm occurring in 2009, with no such issuance in the current year. The $0.6 million decrease in operating expenses, partially offset by the $0.4 million decrease in gross profit resulted in an improvement in operating income of $0.2 million or 21% to operating income of $1.2 million for the current year.

Segment Information

CSI is organized into the two segments: Software Applications and Technology Solutions.

Software Applications Segment


	Nine Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	11,170	$	11,073	$	97
GROSS PROFIT		4,178		4,338		(160	)
OPERATING INCOME		542		259		283

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	97
Cost of sales excluding depreciation, amortization, and capitalization						(835	)
Depreciation and amortization						10
Capitalization of software costs						568

						(160	)
Operating Expenses:
Research and development costs						130
Selling costs						179
Marketing costs						—
Depreciation and amortization						48
Other general and administrative expenses						86

					$	283

Software revenues increased by $0.1 million, or 1%, in comparison with the first nine months of 2009. The improvement in software revenues was due primarily to increases in new fund accounting and Version3 support revenues. These increases were partially offset by a decrease in new software sales and services.

Software cost of sales increased by $0.3 million, or 4%, in comparison with the first nine months of 2009. The increase in cost of sales came primarily from increased costs for development of the CSI@K12 solution. However, this increase was offset by the additional capitalization of software costs for the CSI@K12 solution, and a small decrease in depreciation and amortization. The gross margin for the first nine months of 2010 was 37.4% compared to 39.2% in the first nine months of 2009. The decrease in the margin was due to costs of sales increasing at a higher rate than revenues, primarily due to the increase in costs related to the development of CSI@K12.

Software operating expenses for the segment decreased $0.4 million, or 1% in comparison with the first nine months of 2009. The decrease was primarily due to reduced research and development costs with more costs being capitalized as the CSI@K12 project matures, decreased selling costs and other general and administrative expenses as a result of the reduction in workforce in May 2009, and a decrease in depreciation and amortization. The segment experienced an increase in segment operating income of $0.3 million, or 109% in comparison to the first nine months of 2009, driven by the reduction in operating expenses, partially offset by the decrease in gross profit.

Technology Solutions Segment


	Nine Months Ended
	September 30, 2010		September 30, 2009		Increase (Decrease)
NET SALES AND SERVICE REVENUE	$	30,121	$	29,382	$	739
GROSS PROFIT		4,219		4,480		(261	)
OPERATING INCOME		1,053		1,217		(164	)

SIGNIFICANT ITEMS THAT INCREASED (DECREASED) OPERATING INCOME
Gross Profit:
Sales					$	739
Cost of sales excluding depreciation, amortization, and capitalization						(1,003	)
Depreciation and amortization						3

						(261	)
Operating Expenses:
Selling costs						66
Marketing costs						(15	)
Depreciation and amortization						1
Other general and administrative expenses						45

					$	(164	)

Technology revenues increased $0.7 million, or 3% in comparison to the first nine months of 2009. The increase in technology revenues was due primarily to an increase in personal computer sales, infrastructure and engineering services and support. These increases were partially offset by decreases in interactive classroom product and related services and technology reseller commissions.

Technology cost of sales increased $2.7 million, or 23% in comparison to the first nine months of 2009. The increase in technology cost of sales accompanied the increase in technology revenues for the related products and services, and also resulted from reduced efficiencies for interactive classroom solutions installations with smaller average order sizes than in the prior year. Gross profit for the period decreased $0.3 million due to the decreases in interactive classroom services performance and reduced commissions. Segment gross margin for the period decreased from 15.2% to 14.0% due to a shift in product mix with more large PC deals which carry a lower margin and less technology reseller commissions for business referrals to equipment vendors which carry a high margin as the referral commissions have no associated purchases (no related costs of sales). Also contributing was a reduced gross profit from interactive classroom services.

Technology operating expenses decreased $0.1 million, or 3% in comparison to the first nine months of 2009, primarily from the impact of the reduction in workforce from May 2009, impacting selling costs and other general and administrative expenses. Reduced depreciation and amortization costs added to the decrease in operating expenses. As a result of the decrease in gross profit, partially offset by the reduction in operating expenses, the segment experienced a decrease in segment operating income of $0.2 million, or 13% in comparison to the first nine months of 2009.

The following tables summarize information about segment income for the nine months ended September 30, 2010 and 2009, and assets allocated to segments as of September 30, 2010 and 2009. Changes in segment assets came primarily from the following:

•


	Software Applications		Technology Solutions		Total Company
Nine months ended September 30, 2010:
Net sales and service revenue	$	11,170	$	30,121	$	41,291
Gross profit		4,178		4,219		8,397
Segment income		542		1,053		(*)
Segment assets		10,733		7,661		18,394

Nine months ended September 30, 2009:
Net sales and service revenue	$	11,073	$	29,382	$	40,455
Gross profit		4,338		4,480		8,818
Segment income		259		1,217		(*)
Segment assets		11,169		10,971		22,140

*	See reconciliation below

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


	Nine Months Ended
	September 30, 2010			September 30, 2009
Segment income:
Software Applications Segment	$	542		$	259
Technology Solutions Segment		1,053			1,217

TOTAL SEGMENT INCOME		1,595			1,476

Less: merger-related and compliance costs
Stock compensation – non-cash		(49	)		(137	)
Acquisition costs		—			(2	)
Professional and legal compliance costs		(385	)		(378	)

OPERATING INCOME Per Consolidated Statements of Operations	$	1,161		$	959

Interest and Other Income and Expenses

Interest expense decreased in the first nine months of 2010 by $0.1 million, or 3%, compared to the first nine months of 2009. The decrease was primarily due to reduced average borrowings on the line of credit, equipment note and on the subordinated debt during the first nine months of 2010 compared to the same period in 2009.

Income Taxes

Income tax expense increased by $0.1 million or 24% in the first nine months of 2010 compared to the first nine months of 2009. The increase was due to the increase in pre-tax income when compared to the prior year.

The effective tax rates for the nine months ended September 30, 2010 and 2009 were approximately 46.2% and 54.8%, respectively. The decrease in the effective tax rate is primarily due to a smaller amount of non-deductible items, such as the non-deductible portion of meals and entertainment, as a percent of pre-tax income in the current year’s first nine month period, than in the first nine months of the prior year.

Net Income and Earnings per Share

Net income improved in the first nine months of 2010 by $0.2 million, or 75%, to net income of $0.5 million for the first nine months of 2010. The improvement was primarily due to the increase in operating income combined with decreased interest expense, and partially offset by an decrease in income tax.

Basic earnings per share improved from $0.05 in the first nine months of 2009 to earnings of $0.08 in the first nine months of 2010. The improvement was primarily due to the increase in net income, partially offset by the increase in the number of basic shares following the issuance of common stock for stock-based compensation in 2010. Diluted earnings per share improved from $0.02 in the first nine months of 2009 to earnings of $0.04 in the first nine months of 2010. The improvement was primarily due to the increase in net income.

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, new product development, selling, marketing, administration and product modification investment to support geographic expansion 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 $8.0 million revolving line of credit.

Cash Flows

For the nine months ended September 30, 2010 the Company had no significant change 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 $1.9 million in the first nine months of 2010 compared to cash provided by operating activities of approximately $4.5 million in the first nine months of 2009. The decrease, $2.6 million, was due primarily to significant collection activity in the first nine months of 2009 compared to that of 2010. At the end of 2008, collections were slower from larger product volume and service bundled deals collected on completion and higher federally funded balances for which processing and receipt of government payments is slower and, accordingly, the balance in receivables was much higher at the beginning of 2009 than at the beginning of 2010. This resulted in significantly more collections in early 2009.

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

Increases in the consolidated balance sheet line items for accounts receivable were a result of increased billings through September 30, 2010 as compared to the amounts billed prior to December 31, 2009. The decrease in inventories was due to more sales of interactive classroom products than inventory purchases since the year end. Accounts payable increased primarily due to increased business activity as of third quarter end than compared to December 31, 2009. Deferred revenue decreased due to more billings for support agreements being deferred at December 31 than at the end of the third quarter, since a significant portion of agreements are billed shortly before their July 1 or January 1 start dates.

Cash used for Investing Activities

Cash used for investing activities totaled $1.9 million in the first nine months of 2010 compared to $1.0 million in the first nine months of 2009. The increase of $0.9 million was due to increased capitalization of software costs because of the CSI@K12 development and increased purchases of property and equipment to support the CSI@K12 solution. On the balance sheet, since year end 2009, capitalized software costs and property and equipment has increased due to the CSI@K12 development while other intangible assets declined from 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 provided by financing activities totaled $1 in the first nine months of 2010 compared to cash used for financing activities of $3.5 million in the first nine months of 2009. The decrease in cash provided of $3.5 million was due to a significant repayment on the line of credit in the first quarter of 2009. The repayment on the line of credit was due to a significant balance existing on the line and in receivables at the end of 2008 from slower collections late in 2008 and collections in early 2009. In contrast, there were $0.8 million of borrowings on the line of credit balance in the first nine months of 2010 as a result of the heavier collections throughout 2009. Also, 2010 collections were partially offset by repayments of notes payable and subordinated notes totaling $1.2 million in the first nine months of 2010 compared to $0.5 million of repayments for the same period in 2009.

Non-GAAP Financial Measures: EBITDA and Adjusted EBITDA

Three and Nine Month Periods Ended September 30, 2010 and 2009

EBITDA decreased 32% or $0.6 million to $1.3 million for the three months ended September 30, 2010 compared to the same period in 2009. The decrease in EBITDA was primarily due to the decrease in operating income compared to the prior year.

Adjusted (financing) EBITDA for the quarter ended September 30, 2010 decreased by 32%, or $0.6 million, to $1.3 million for the same reason as the change in EBITDA.

EBITDA increased 5% or $0.1 million to $2.9 million for the nine months ended September 30, 2010 compared to EBITDA of $2.7 million reported for the same period in 2009. The increase in EBITDA was primarily due to the increase in operating income over the prior year. Adjusted (financing) EBITDA for the nine months ended September 30, 2010 increased by 2%, or $0.1 million, to $1.6 million compared to the prior year for the same reason as the change in EBITDA, partially offset by the change in stock-based compensation related to increased issuance of stock and stock warrants to a new investor relations firm in 2009 with a smaller issuance of stock and no warrants issued in 2010.

Explanation and Reconciliation of EBITDA and Adjusted EBITDA

“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.

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


	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Reconciliation of net income per GAAP to EBITDA and Adjusted (Financing) EBITDA:
Net income per GAAP	$	387	$	730	$	515	$	295
Adjustments:
Income tax expense		295		519		443		358
Interest expense, net		54		95		201		302
Depreciation and amortization of property and equipment and intangible assets (excluding Software development)		211		216		636		650
Amortization of software development costs		387		398		1,085		1,133

EBITDA	$	1,334	$	1,958	$	2,880	$	2,738

Adjustments to EBITDA to exclude those items excluded in loan covenant calculations:
Stock based compensation (non-cash portion)		8		29		49		137

Adjusted (Financing) EBITDA	$	1,342	$	1,987	$	2,929	$	2,875

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 $8.0 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. See the notes to our unaudited financial statements included in this report for more details on our borrowing facilities.

Our current credit facilities consist of:

•

$8.0 million revolving line of credit (temporarily increased from $7.0 million), of which $1.2 million was drawn and $5.4 million was available at September 30, 2010, which bears interest at LIBOR plus 2.5% (subject to a 3% floor) and matures June 30, 2012 (the temporary $1.0 million increase will be reduced by $200 annually each January 31, beginning 2011 through 2015 and was provided in consideration of our paydown of $0.9 million on our subordinated notes, with a draw on the line, not impacting our prior ability to access $7.0 million of working capital via the line);

•

$1.0 million equipment note, of which approximately $0.2 million was outstanding at September 30, 2010, which bears interest at LIBOR plus 2.5%, and has a three year amortization maturing in November 2010. The equipment note was increased by $1 million on November 5, 2010, and matures April 30, 2013 on substantially the same terms. The increase in the equipment note is disclosed in more detail under “-Factors Affecting Capital Needs and Resources-Bank Credit Facilities;”

•

$2.3 million in Subordinated Notes to Barron Partners LP (“Barron”) and the five founding shareholders, of which $0.9 million remained outstanding at September 30, 2010, which bear interest at 15%, and were extended on June 25, 2010 until no later than January 1, 2018. The notes require principal and interest payments of $50 per quarter. The Company also intends to consider subsequent to each fiscal year end during the term of the Subordinated Notes whether it can make principal payments in addition to those expressly set forth in the Extension. The subordinated notes are discussed further below under “—Factors Affecting Capital Needs and Resources —Subordinated Promissory Notes.”

Auto Fleet Lease Facility

The Company has a $2 million facility under which it leases multiple automobiles under a managed, out-sourced (or “fleet”) program, to support the transportation needs for certain (where cost-effective) sales and delivery efforts. The automobile leases are accounted for as operating leases and lease payments and all other expenses related to these transportation needs are expensed as incurred, just as they would be without the program. Additionally, the program manages the commitment to

adding vehicles and exiting of commitments for vehicles when replaced or disposed of, with minimal cost. The Company utilizes the fleet lease program to avoid the administrative costs it would incur if it were to manage such an activity in house. Without the advantage of sharing overhead costs necessary for the management of such a program with others and through economies of scale, such as an outsourced provider can achieve, management would not achieve sufficient savings to administer such a program and would simply choose to incur all related costs as a mileage reimbursement to the employees for use of their personal vehicles. Management believes it would not be cost effective to purchase the vehicles through any type of capital funding, and incur the costs to internally manage and dispose of the vehicles. In addition to the increased costs of internal administration, the disposal costs would likely be greater than incurred under the fleet management program, since the Company is not in the used vehicle market. Accordingly, the Company considers the leasing arrangement an administrative tool, and not a significant source of capital. The auto fleet leases are discussed under Note 7 to our unaudited consolidated financial statements for the periods ending September 30, 2010.

Factors Affecting Capital Needs and Resources

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:

•

our operating cash flow;

•

$5.4 million available to our operations at September 30, 2010 under our $8.0 million line of credit, and the $1 million increase in our bank equipment loan effective November 5, 2010;

•

the anticipated level of capital expenditures for 2010 of $1.3 million ($0.6 million expended through September 30, 2010);

•

capitalized software development costs of approximately $1.5 million;

•

estimated purchase commitments with suppliers;

•

our scheduled debt service on senior term borrowings;

•

repayment of our Subordinated Notes; and

•

potential future acquisitions.

The above items are described in more detail below.

Expected Cash Flow from Operations

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 costs and operating expenses required to sell and provide our solutions and services and to administer our business;

•

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 several years and through the current quarter, as we have increased our business, including recurring revenues and collected cash generally applied to our revolver, 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 generated cash sufficient to service 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 and greater opportunities from an expanded geographic reach following our acquisitions. Absent a significant cash inflow, and in light of our growth and acquisition strategy, for the foreseeable future we will rely on a line of credit and borrowing facilities.

Bank Credit Facilities

In light of our growth and acquisition strategy, we believe for the foreseeable future we will rely on our bank credit 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. Our bank line of credit currently is due to expire in June 2012. Although management currently believes that our existing lender will agree to a future 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. 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.

On June 25, 2010, we entered into a modification of the line of credit facility, extending the maturity date from August 31, 2011 to June 30, 2012. This modification temporarily increased the line of credit from $7.0 million to $8.0 million and this increase will be reduced annually by $200 beginning January 31, 2011 until the balance reaches $7.0 million on January 31, 2015. The increase in the bank’s revolving line of credit from $7.0 million to $8.0 million was for the purpose of accommodating a capital need to fund the June 2010 payments of $875, paid on and as agreed in an extension of, the Subordinated Notes (discussed below), while deferring any immediate impact on working capital line availability.

On November 5, 2009, subsequent to the period covered by this report ending September 30, 2009, we refinanced our equipment note increasing it by $1.0 million to approximately the same amount to which it was previously increased and refinanced. The purpose of the increase was to refinance our recent capital expenditures originally financed by draws on our line of credit, to match the period over which they are generally used and to replenish working capital availability under the line for these purchases. The terms of the equipment note, including payment and interest, remained the same as with the prior refinance.

Capital Expenditures and Software Development Costs

We currently anticipate that our capital needs for 2010 will principally consist of $1.5 million for software development and $1.3 million for capital expenditures. For the nine months ended September 30, 2010 we have capitalized approximately $1.3 million of software development costs and $0.6 million in capital expenditures. We plan to fund 2010 needs for these items through cash flow from operations and draws under our bank line of credit.

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 prior years we have had purchase order commitments to one of our major suppliers for interactive whiteboard inventory purchases in excess of $12.0 million. We may receive and agree to, but have not yet committed to any amounts for 2010. 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.

Subordinated Promissory Notes

At September 30, 2010, subordinated promissory notes payable to shareholders totaled approximately $0.9 million. On June 25, 2010, we entered into an extension of Subordinated Notes and Waiver dated June 24, 2010 (the “Extension”). Pursuant to the Extension:

•

at the discretion of management and the board of directors of the Company, the remaining balance on the Subordinated Notes can be repaid in full at any time without penalty.

•

the Subordinated Notes are no longer in default, and each note holder waived any existing or past default based upon the Company failing to make any payment of interest or principal when due.

•

despite the Subordinated Notes not being in default, they will continue to bear interest at the Default Rate of 15% until repaid.

•

except as modified by the Extension, all other terms and conditions of the Subordinated Notes were confirmed and shall remain in full force and effect.

The Subordinated Notes were issued on February 11, 2005 as a part of our reverse merger and recapitalization. The Subordinated Notes are unsecured and are subordinated to the Company’s senior debt, including its revolving credit and term debt with its bank lender. The original principal of all of the Subordinated Notes aggregated $3,750. The Company has paid interest at the default rate of 15% per annum since the original maturity date of May 9, 2006, when the Company, with the support of its management, board of directors and the Bank elected to defer the payment and pay the default interest rate to use the funds to support working capital needs and investments in acquisitions. The Subordinated Notes were extended several times, the latest being pursuant to the June 25, 2010 Extension, described above.

In addition to Barron Partners, LP, which owns all of our preferred stock, the Subordinated Notes are held by the five shareholders of our predecessor, Computer Software Innovations, Inc., a South Carolina corporation. Four of these note holders are currently executive officers of the Company, and include: Nancy K. Hedrick, President and Chief Executive Officer; Thomas P. Clinton, Senior Vice President of Strategic Relationships; Beverly N. Hawkins, Senior Vice President of Software Development; and William J. Buchanan, Senior Vice President of Technical Delivery and Support. The fifth holder, Joe G. Black, formerly served as chief financial officer of the Company.

The restructuring of the Subordinated Notes permits the Company to repay the remaining $858 in principal over an approximate seven-year period. Although the Company may choose to repay the Subordinated Notes earlier, particularly as a result of superior financial performance and to reduce interest costs, the arrangement removes a default and gives the Company flexibility in managing its future liquidity and capital needs. Such future needs might include future acquisitions, and increased working capital relating to significant sales growth as a result of a turnaround in the general economy or increased Federal funding of technology expenditures for education.

Expiration of Barron Warrants

On February 10, 2010, warrants issued to Barron expired. The warrants were issued in February 2005 as a part of the preferred stock investment by Barron in the Company. At the time, it was anticipated that the exercise of the warrants by Barron would generate a significant amount of capital for the Company. Given the stock price of our common stock following issuance of the warrants, few of the warrants were exercised. On December 29, 2006, we entered into an agreement with Barron to divide, amend and restate the warrants, including a reduction in the exercise price. Subsequent to the price reduction and prior to the expiration of the warrants, Barron effectuated exercises in the latter part of 2007 with proceeds to the Company totaling $738. The remaining warrants — ranging in price from $.70 per share to $2.0958 per share — would have generated proceeds of approximately $8.7 million.

Accordingly, the expiration of the warrants took away a potential source of additional capital for the Company. Other financing options are discussed in “-Adequacy of Liquidity and Capital Resources” below.

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. Also, while our line of credit may be sufficient, its adequacy may be strained by 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 are under consideration and could provide longer-term financing to match the longer-term nature of an acquisition related investment.

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 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 acquisition activities and increased working capital. Depending on cash flow from current operations, 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, or obtain other funding at reasonable rates could have a negative impact on our business.

Item 4. 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 SEC, 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 September 30, 2010. Based upon this evaluation our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls were effective for the reporting period ended September 30, 2010.

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 September 30, 2010 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, 2009 (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.

In August 2010 a non-executive employee exercised an option to purchase 31,570 shares of our common stock. The aggregate price paid for the shares was $5,366.90. The option was issued under the option plan of CSI – South Carolina, our predecessor. The issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption provided by Rule 701 under such act.

Item 5. Other Information.

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 November 9, 2010. The balances presented reflect aggregate advances and pay downs which the Company deems material, or significant. Such information through August 11, 2010, was previously disclosed in our Form 10-Q filed with the Commission on August 16, 2010.


Date	Loan Balance
August 23, 2010	$	3,353
August 31, 2010		1,928
September 8, 2010		1,138
September 27, 2010		1,750
October 1, 2010		1,173
October 7, 2010		550
October 18, 2010		1,151
October 21, 2010		339
October 29, 2010		—
November 3, 2010		—
November 8, 2010		257
November 9, 2010		1,456

Item 6. Exhibits.


Exhibit Number		Description
10.1		Amended and Restated Master Equity Lease by and among Enterprise Fleet Management, Inc., Enterprise FM Trust and the Company dated October 13, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed October 19, 2010).

10.2		Maintenance Agreement between Enterprise Fleet Management, Inc. and the Company dated October 13, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed October 19, 2010).

10.3		Amended and Restated Commercial Promissory Note in the amount of $1,112,827.00 dated November 5, 2010 from the Company payable to RBC Bank (USA) (incorporated by reference to Exhibit 10.1 to the Company’s 8-K, filed November 12, 2010).

10.4		Modification Agreement dated November 5, 2010 between the Company and RBC Bank (USA) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed November 12, 2010).

*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: November 15, 2010	By:	/s/ Nancy K. Hedrick
		Nancy K. Hedrick
		President and Chief Executive Officer

Date: November 15, 2010	By:	/s/ David B. Dechant
		David B. Dechant
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
10.1		Amended and Restated Master Equity Lease by and among Enterprise Fleet Management, Inc., Enterprise FM Trust and the Company dated October 13, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed October 19, 2010).

10.2		Maintenance Agreement between Enterprise Fleet Management, Inc. and the Company dated October 13, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed October 19, 2010).

10.3		Amended and Restated Commercial Promissory Note in the amount of $1,112,827.00 dated November 5, 2010 from the Company payable to RBC Bank (USA) (incorporated by reference to Exhibit 10.1 to the Company’s 8-K, filed November 12, 2010).

10.4		Modification Agreement dated November 5, 2010 between the Company and RBC Bank (USA) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed November 12, 2010).

*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.