Make Auditors' Reports Available to Membership

This afternoon I sent another letter to each board member prior to their July meeting, which I believe coincides with the upcoming MSR in San Diego. Here’s the text of that letter:


[Director]

I appreciate the FY2027 board’s early efforts to address some of the concerns expressed by membership. Board Chair Mann’s first messages conveyed the board’s commitment to better communicate with members as we all work together to get our organization back on track.

Members are looking for evidence that the board intends to match its commitment to improved communication with equally meaningful actions. One action that could be taken immediately at your July meeting would be to authorize publication of the last five years of certified auditors’ reports.

In my view, this action would be easy to accomplish, cost little to nothing, and carry no risk of confidentiality. Please consider these points:

Current available financial information is insufficient to tell the story the board needs to tell: Unlike the summarized financial information contained in CSI’s annual reports, an auditor’s report provides independent assurance regarding the financial statements, explains the scope of the audit, identifies significant matters where appropriate, and expresses the auditor’s professional opinion concerning the fairness of the organization’s financial presentation.

Auditors’ reports are readily available to the board: Each of the annual reports that I was able access on the website contained this line at the top of the financial summary, “From the CSI independent audit, period ending June 30, 202_” but none of the annual reports contained a copy of the actual auditor’s report. Although William Sundquist on the CSI Community Forum [Posted 05-21-2026 05:00 PM] referred to “…publicly available materials” including “…the last five annual reports [and] the independent audits,” a search of the website returned 16 hits, but none of them were for auditor’s reports.

Allowing members to review the auditors’ reports is consistent with your governance policy: As the governing body accountable to CSI’s members, the board has both an opportunity and a responsibility to provide information sufficient for members to understand the organization’s financial stewardship. Your own Policy Governing Manual reinforces this concept and gives you a duty to make this information available upon reasonable request.

Auditors’ reports do not fall under the veil of confidentiality: Unlike personnel matters, privileged legal advice, or sensitive negotiations, an independent auditor’s report is ordinarily intended to communicate financial information rather than confidential deliberations.

Auditors’ reports provide independent verification: Because the auditor is independent of management, the auditor’s report carries credibility that internally prepared summaries cannot. Making those reports available would allow members to evaluate the organization’s financial stewardship using information that has been independently examined.

Positive and decisive action by our board is needed now: Whether intended or not, the absence of this information has contributed to speculation, rumor, and declining confidence among many members. Publishing these reports would demonstrate that the board intends to address concerns through transparency rather than assurances alone.

It is for these reasons that I, as a member of CSI and one of the owners whom the board serves, respectfully request the board to make auditors’ reports for last five years available to membership.

To be clear, I do not I presume financial misconduct has occurred but rather take the default position that the organization’s financial position has been responsibly managed. Publication of the auditor’s reports provides the board with a perfect opportunity to demonstrate that fact through independent professional verification rather than reassurance alone.


Cross posting to the usuals - LI and CSI

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George, these reports were requested before, and nothing came of it. I do not expect anything different now. The CSI Board for this year is essentially the same as for last year with some people taking on new positions within the Board. Same folks. Same request. Same results?

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Something that I would LOVE to see, but will never be released, is what the **** kind of marketing analysis was done in order to: A) Pursue the Dynamic Standards; and B) Set the pricing for it. Whatever it was, there can’t have been very much feedback.

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@lshrdn You’re mind reading. That’s on my list of requests for the board. Coming soon, stay tuned.

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@David_Stutzman We’ll see. The Sundquist board’s response to our original letter said everything we were requesting was already available, and he specifically included auditor reports. I pointed out that they are not available.

Now the Mann board is faced with either supporting the position of the Sundquist board and making the reports available like they previously said they were, or changing their course and finding another flimsy reason to withhold them.

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The CEO is a marketing genius, though.

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If you wish to see the auditor reports, visit this page on the CSI website. Click the form button to register to receive the software and license to view the reports. Reports from 2021 - 2025 are available. Licenses are limited to CSI members, individually. No sharing or forwarding. There is no limitation on discussing.

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So is it more detailed or less detailed than the tax returns?

I don’t know if it was more or less detailed but for me, the most significant part is a post-year transaction that took place July 1, 2025 ceding control of CIN to 18 Below LLC. The report stated that 18 Below is now the “controlling member and parent of CIN” (48.5%) with CSI retaining 46.55% ownership interest. The owners of the remaining 5% are unaccounted for. CSI also granted a 10-year exclusive license to use Crosswalk IP. We knew parts and pieces of this, and other parts were, to be charitable, imperfectly explained by CSI management.

The Fiscal Year 2025 Auditors Report discloses major transactions involving CIN that raise governance questions that should deeply concern our membership:

  1. Why was transferring control of CIN judged to be in CSI’s best long-term interest?
  2. What did CSI receive in exchange, and how was fair value determined?
  3. Was there an independent valuation or fairness opinion? If so, will it be shared?
  4. What authority does CSI retain over future licensing, pricing, and control of standards central to its mission?
  5. What governance rights or safeguards remain if disagreements arise?
  6. What specific safeguards were negotiated for the 10-year exclusive license of CSI’s IP.
  7. Does the board believe members received sufficient information to understand these decisions, and if not, what additional disclosures will now be made?

And yes, we have asked these questions before. With the board’s newfound spirit of transparency and their stated goal of rebuilding trust with membership, we’ll see if we finally get some honest answers to clearly explain the decisions that so profoundly affected our organization’s mission and resources.

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Since no single owner is a majority owner, at least two in agreement will be required to make decisions affecting CIN operations. Without knowing who controls the 5%, it is impossible to know where allegiances lie and if CSI could prevail in any governance and operations decisions.

Certainly if 18Below and CSI always agree, the path forward will be straightforward. If priorities and interest diverge, the unknown 5% becomes a critical factor.

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I was thinking the same thing. It’s analogous to a legislature or parliament with two predominant parties, neither one of which holds a majority. The minor party or the independent legislators hold the real power when there is a major disagreement.

So in our case as members of CSI, an anonymous third party determines the fate of our organization’s flagship intellectual property? Shouldn’t we demand to know the identity of this mysterious shareholder? What are their motivations? What industry experience qualifies them to speak on our behalf? It seems to me that as the “moral owners” of CSI, we the membership have a right to know and our board has an obligation to reveal who Mr or Ms 5% is.

Most importantly, why did the board think it was in the best interest of CSI’s mission and membership to give such transformative power to an entity whose identity needs to be so closely guarded? Perhaps we’re being unnecessarily concerned and this has all been throughly thought out by a business savvy CEO. But absent full transparency about what ingredients went into this meal and how it was made, it’s as suspicious as Gas Station Sushi.

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I’m assuming that the 48.5% and the 5% are overlapping identities or interests and that these two factions will control the institute going forward.

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It makes for a merry little Venn Diagram of potential malfeasance, doesn’t it?

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So here’s a question - can the CEO of a not for profit entity also be the CEO of a for profit entity when the two are so closely related? Is that a matter the Secretary of State in Maryland might find not quite meeting the letter of the law?

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I posted on LinkedIn this evening an elaboration of some of the recent discussion above. Sorry to repeat some dialog, please enjoy the new illustration:

Hey, Conspiracy Fans! Here’s a new CSI Mystery for you to solve.

Auditors Reports for FY2021 through FY2025 are available for CSI Members to download on the “Governance” page of the CSI Website.

The reports confirmed that on July 1, 2025 (the first day of FY2026 for those of you keeping score), a series of transactions took place between and among CSI, CIN, and 18 Below LLC. CSI retained 46.55% of CIN, while 18 Below became the controlling member and parent of CIN, holding 48.45% of its equity interests. CSI converted our controlling financial interest in CIN to a non-controlling investment.

Much of this arrangement was outlined in broad strokes by former board chair William Sundquist in his response to a request for information made by five CSI members in March of this year. Included in that response was this statement: “No private equity or outside investor has contributed capital to CSI itself, nor to CIN beyond 18 Below.” Simple math: 46.55% + 48.45% = 95%. Where is the missing 5%?

Why should the missing 5% concern CSI members? After all, as Sundquist stated, CSI retains “minority-protection rights that materially exceed customary terms and mitigated by items that require CSI Board approval.” The implication was that nothing significant happens in CIN without CSI saying okay, but we were not shown the agreements that assure that control, with Sundquist citing “confidentiality and asset protection” since CIN is a private company.

As Dave Stutzman illustrated in a post on 4specs, if CSI and 18 Below agree on a course of action, “…the path forward will be straightforward. If priorities and interest diverge, the unknown 5% becomes a critical factor.” In fact, our mystery man, Mr. 5%, becomes the power broker.

To the membership of CSI: should an anonymous third party determine the fate of our organization’s flagship intellectual property? Shouldn’t we demand to know the identity of Mr. 5%? What’s his motivation? What industry experience qualifies him to speak on our behalf? It seems to me that as the “moral owners” of CSI, we the membership have a right to know, and our board has an obligation to reveal: who is Mr. 5%???

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I think you are a little off, not “who is”, “who are”

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Aha! A plot twist in our little mystery?

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There are other CSI members thinking the same way you are. Filing a complaint with the MD AG or the IRS is a simple process.

Consider this “the nuclear option.” Once the AG or the IRS gets involved, it’s likely CSI is finished, at least on the national level.

Many CSI members and former members are so disillusioned that they are ready to blow it all up. I have no knowledge as to whether anyone has already filed, but wouldn’t be surprised if so.

I frequently wonder how much the board actually knows about the inner workings of the CIN deal. It honestly troubles me to think that colleagues who I trusted implicitly would knowingly be involved with such a suspicious scheme. The other alternative is that they blindly approved what was presented to them without investigating the details with sufficient rigor. That might be even worse.

Either way, if there is fallout from illegal or unethical dealings, it probably won’t be the principals of CIN who are most damaged. I hope that every board member recognizes that they can be held individually responsible for consequences that might accrue from a governmental investigation.

It is a gut wrenchingly sad situation. When I get in these self-reflection moods, I question the validity of what I’ve been writing. But I remain steadfast in the correctness of one fundamental belief: the only way out of this flawed situation is immediate, complete, and honest transparency about the whole deal. No more hiding behind spurious confidentiality claims. Answer all our questions.

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