Callan JMB Inc(CJMB) - 2025 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Unaudited Financial Statements Unaudited Q1 2025 financials show asset growth post-IPO, a 19% revenue decline, and increased net loss from public company costs Condensed Consolidated Balance Sheets As of March 31, 2025, total assets increased to $8,455,666 and stockholders' equity to $6,807,581, driven by IPO proceeds and cash growth Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash | $5,219,929 | $2,097,945 | | Total Current Assets | $6,802,104 | $3,319,188 | | Total Assets | $8,455,666 | $5,082,549 | | Liabilities & Equity | | | | Total Current Liabilities | $1,048,896 | $1,274,315 | | Total Liabilities | $1,648,085 | $1,909,191 | | Total Stockholders' Equity | $6,807,581 | $3,173,358 | Condensed Consolidated Statements of Operations Q1 2025 revenue decreased 19% to $1,449,377, while a 130% surge in SG&A led to a $1,240,590 net loss Q1 2025 vs. Q1 2024 Performance | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | $1,449,377 | $1,790,521 | | Gross Profit | $615,940 | $717,583 | | Operating Loss | $(1,238,376) | $(87,459) | | Net Loss | $(1,240,590) | $(81,133) | | Net Loss per Share | $(0.32) | $(0.03) | Condensed Consolidated Statement of Stockholders' Equity Stockholders' equity increased to $6,807,581 by March 31, 2025, driven by $4.54 million IPO proceeds, offset by a $1,240,590 net loss - The company issued 1,280,000 shares in its IPO and an additional 163,569 shares for the over-allotment option, raising a total of $4.54 million net of costs[16] - The net loss for the quarter was $1,240,590, which reduced retained earnings (accumulated deficit)[16] Condensed Consolidated Statement of Cash Flows Q1 2025 cash increased by $3,121,984, with $1,561,698 used in operations and $4,698,682 provided by IPO financing activities Cash Flow Summary (Q1 2025 vs. Q1 2024) | Cash Flow Activity | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash (used in) operating activities | $(1,561,698) | $6,839 | | Net cash used in investing activities | $(15,000) | $(44,656) | | Net cash from (used in) financing activities | $4,698,682 | $(3,460,286) | | Increase (decrease) in cash | $3,121,984 | $(3,498,103) | - The company received $4,680,013 in net proceeds from its IPO and over-allotment during the quarter[20] Notes to Condensed Consolidated Financial Statements Notes detail reorganization, $4.7 million IPO proceeds, 56% customer concentration, a $240,800 legal settlement, and new lease agreements - The company was formed on January 24, 2024, to become a holding company for Coldchain Technology Services, LLC, its main operating subsidiary[21] - The company has significant customer concentration, with one customer representing 56% of revenue in Q1 2025 and another representing 14%[40] - In February 2025, the company completed its IPO, generating gross proceeds of approximately $5.776 million and net proceeds of approximately $4.7 million[68] - A legal matter with a vendor was settled in February 2025 for $240,800[80] - Subsequent to quarter end, on April 1, 2025, the company entered into two new leases: a five-year warehouse lease and a ten-year corporate office lease[82][83] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes Q1 2025 revenue decline to lower demand, with increased operating expenses and net loss from IPO and public company costs Results of Operations Q1 2025 revenue fell 19% to $1,449,377 due to lower demand, while SG&A surged 130%, leading to a $1,238,376 operating loss Q1 2025 vs. Q1 2024 Operational Results | Metric | 2025 | 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Revenue | $1,449,377 | $1,790,521 | $(341,144) | -19% | | Gross Profit | $615,940 | $717,583 | $(101,643) | -14% | | SG&A Expenses | $1,854,316 | $805,042 | $1,049,274 | 130% | | Income (loss) from operations | $(1,238,376) | $(87,459) | $(1,150,917) | 1316% | | Net income (loss) | $(1,240,590) | $(81,133) | $(1,159,457) | 1429% | - The decrease in revenue was due to the diminution in demand for our emergency preparedness services by certain states and local governments[94] - The increase in SG&A expenses was driven by higher personnel costs ($100,795), professional fees for the IPO ($212,677), marketing and investor relations ($189,707), and stock-based compensation ($330,825)[97] Liquidity and Capital Resources Liquidity strengthened with cash reaching $5,219,929 due to $4.7 million IPO proceeds, despite $1,561,698 cash used in operations - As of March 31, 2025, the company had $5,219,929 in cash and cash equivalents[99] Cash Flow Changes (Q1 2025 vs. Q1 2024) | Cash Flow Activity | For Three Months Ended March 31, 2025 | For Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Cash (used in) operating activities | $(1,561,698) | $6,839 | | Cash (used in) investing activities | $(15,000) | $(44,656) | | Cash from (used in) financing activities | $4,698,682 | $(3,460,286) | - The increase in cash from financing activities was primarily due to $4.68 million in net proceeds from the IPO and over-allotment[103] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is a "smaller reporting company" and is therefore not required to provide information for this item - As a "smaller reporting company," the company is exempt from providing quantitative and qualitative disclosures about market risk[108] Item 4. Controls and Procedures Management concluded disclosure controls were ineffective as of March 31, 2025, due to material weaknesses like lack of documentation and incomplete segregation of duties - The CEO and CFO concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective at a reasonable assurance level[109] - Identified control deficiencies include the lack of written documentation for some internal control policies and procedures[112] - Another deficiency is the lack of complete segregation of duties within accounting functions, though management notes this may not be economically feasible for a company of its size[112] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company reports that it is not currently a party to any material legal proceedings - The company is not currently a party to any material legal proceedings[114] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Form 10-K for the year ended December 31, 2024 - As of the date of this report, there have been no material changes to the risk factors disclosed in the Form 10-K for the year ended December 31, 2024[115] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the quarter ended March 31, 2025 - During the quarter ended March 31, 2025, no unregistered sales of equity securities occurred[116] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents[120]