8-K
Csp Inc /Ma/ (CSPI)
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): February 11, 2021
CSP Inc.
(Exact name of the registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation)
| | |
|---|---|
| 000-10843 | 04-2441294 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | |
|---|---|
| 175 Cabot Street - Suite 210, Lowell, MA | 01854 |
| (Address of principal executive offices) | (Zip Code) |
(978) 954-5038
(Registrant’s telephone number, including area code)
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:
◻ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | CSPI | Nasdaq Global Market |
Item 2.02 Results of Operations and Financial Condition.
On February 11, 2021 CSP Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2021, which ended on December 31, 2020. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
**(d)**Exhibits
99.1Press Release Dated February 11, 2021
SIGNATURE
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.
CSP INC.
Date: February 11, 2021
By: /s/Gary W. Levine
Gary W. Levine
Chief Financial Officer
Exhibit 99.1 CSP Inc. REPORTS FISCAL FIRST QUARTER 2021 RESULTS; FIFTH CONSECUTIVE QUARTER OF YEAR-OVER-YEAR GROSS MARGIN IMPROVEMENT
Company Experiencing Rising Interest of ARIA Advanced Detection and Response (ADR) Solution to Address Cyber Attacks
LOWELL, Mass., February 11, 2021 – CSP Inc. (NASDAQ: CSPI), an award-winning provider of security and packet capture products, managed IT and professional services and technology solutions, reported financial and operating results for the 2021 fiscal first quarter and provided a business update.
First Quarter Operating Highlights and Recent Achievements
| ● | Favorable revenue mix led to a gross margin improvement of 5.8 percentage points compared to the year-ago fiscal first quarter |
|---|---|
| ● | Recent large-scale cyber-attack and new Cloud offering creating new customer opportunities for ARIA’s Advanced Detection and Response solution |
| --- | --- |
| ● | ARIA microHSM solution gains traction with new customers |
| --- | --- |
| ● | Maintained strong balance sheet to execute growth strategies |
| --- | --- |
“Our strategy to transition to higher margin products and services is reflected in this quarter’s operating performance as we delivered our fifth consecutive quarter of year-over-year gross margin improvement, despite the declining revenue due to COVID-19,” commented Victor Dellovo, Chief Executive Officer. “Further, our response to the recent and well-chronicled cyber-attack reinforces our commitment of becoming a leading cybersecurity company, as we are experiencing a heightened level of interest for the ARIA Advanced Detection and Response solution. In addition, we just launched ARIA CloudADR to help provide organizations with COVID-19 tightened budgets, a lower entry cost solution to help protect against cybersecurity threats. As such, we believe we have a substantial opportunity ahead of us as our fiscal year unfolds. Overall, we continue to weather the COVID-19 impacts, and with a solid balance sheet we believe we have the resources to manage the business and are positioned to execute our operating strategies when our target customers are able to introduce new solutions into their operations.”
Fiscal Year 2021 First Quarter Results
Revenue for the fiscal first quarter was $11.4 million, compared to $16.9 million in the year-ago fiscal first quarter, which was the last full quarter prior to the business disruption caused by the COVID-19 pandemic. Gross profit for the fiscal first quarter was $3.4 million, or 29.7% of sales, compared with $4.0 million, or 23.9% of sales, in the year-ago fiscal first quarter, reflecting improved product gross margin percentage plus a mix of higher margin services business. The Company reported a net income of $1.2 million in the first fiscal quarter, or $0.27 per share - basic, compared with a net loss of $(0.5) million or $(0.14) per share - basic, for the first quarter of fiscal 2020. The 2021 fiscal first quarter includes a gain on debt extinguishment of the Paycheck Protection Plan SBA Loans at the TS and HPP segment totaling $2.2 million, which was established as part of the CARES Act loan.
At December 31, 2020, the Company had cash and cash equivalents of $19.9 million.
Conference Call Details
CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, please visit the “Investor Relations” section of the Company’s website at www.cspi.com. Individuals may also listen to the call via telephone, by dialing 877-876-9173 or 785-424-1667 and using the conference ID: CSPQ121 when greeted by the live operator. For interested parties unable to participate in the live call, an archived version of the webcast will be available for approximately one year on CSPi’s website.
About CSPi
Exhibit 99.1
CSPi (NASDAQ: CSPI) operates two divisions, each with unique expertise in designing and implementing technology solutions to help their customers use technology to success. The High Performance Product division, including ARIA Cybersecurity Solutions, originated from supporting initiatives for the Department of Defense and Western intelligence agencies related to network monitoring, data protection, and intelligence initiatives. This focused mindset now results in foolproof data protection, enterprise wide. Our ARIA Software Defined Security solutions set provides enhanced network security, as well as accelerating incident response capabilities, while our Myricom nVoy Series appliances provide automated breach identification and notification, enabled by the 10G drop less packet capture inherent in our Myricom intelligent adapters. CSPi’s Technology Solutions division helps clients achieve their business goals and accelerate time to market through innovative IT solutions and professional services by partnering with best-in-class technology providers. For organizations that want the benefits of an IT department without the cost, we offer a robust catalog of Managed IT Services providing 24×365 proactive support. Our team of engineers have expertise across major industries supporting five key technology areas: Advanced Security; Communication and Collaboration; Data Center; Networking; and Wireless & Mobility.
Safe Harbor
The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include, but are not limited to, in addition, we just launched ARIA CloudADR to help provide organizations with COVID-19 tightened budgets, a lower entry cost solution to help protect against cybersecurity threats. As such, we believe we have a substantial opportunity ahead of us as our fiscal year unfolds, we continue to weather the COVID-19 impacts, and with a solid balance sheet we believe we have the resources to manage the business and are positioned to execute our operating strategies when our target customers are able to introduce new solutions into their operations.
The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the Securities and Exchange Commission (“SEC”). Please refer to the section on forward-looking statements included in the Company's filings with the SEC.
Exhibit 99.1 CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | December 31, 2020 | September 30, 2020 | ||||
| | | | (Unaudited) | | | |
| Assets | | | | |||
| Current assets: | | | ||||
| Cash and short-term investments | | $ | 19,927 | | $ | 19,264 |
| Accounts receivable, net | | 12,122 | | 13,362 | ||
| Inventories | | 5,846 | | 5,285 | ||
| Other current assets | | 4,044 | | 3,678 | ||
| Total current assets | | 41,939 | | 41,589 | ||
| Property, equipment and improvements, net | | 978 | | 1,047 | ||
| Operating lease right-of-use assets | | | 1,847 | | | 2,014 |
| Long-term receivable | | | 3,542 | | | 3,642 |
| Other assets | | 4,731 | | 5,353 | ||
| Total assets | | $ | 53,037 | | $ | 53,645 |
| | | | | | | |
| Liabilities and Shareholders’ Equity | | | ||||
| Current liabilities | | $ | 11,953 | | $ | 12,977 |
| Pension and retirement plans | | 6,767 | | 6,471 | ||
| Operating lease liabilities | | | 1,216 | | | 1,390 |
| Notes Payable | | | 1,109 | | | 2,485 |
| Other non-current liabilities | | 740 | | 788 | ||
| Shareholders’ equity | | 31,252 | | 29,534 | ||
| Total liabilities and shareholders’ equity | | $ | 53,037 | | $ | 53,645 |
Exhibit 99.1 CSP INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data)
| | | | | | |
|---|---|---|---|---|---|
| | Three months ended | ||||
| | December 31, | December 31, | |||
| | 2020 | | 2019 | ||
| Sales: | | | |||
| Product | $ | 8,408 | | $ | 13,559 |
| Services | 2,980 | | 3,299 | ||
| Total sales | 11,388 | | 16,858 | ||
| | | | | | |
| Cost of sales: | | ||||
| Product | 6,949 | | 11,604 | ||
| Services | 1,061 | | 1,223 | ||
| Total cost of sales | 8,010 | | 12,827 | ||
| | | | | | |
| Gross profit | 3,378 | | 4,031 | ||
| | | | | | |
| Operating expenses: | | ||||
| Engineering and development | 729 | | 672 | ||
| Selling, general and administrative | 3,186 | | 3,761 | ||
| Total operating expenses | 3,915 | | 4,433 | ||
| | | | | | |
| Operating (loss) income | (537) | | (402) | ||
| | | | | | |
| Other income (expense), net | 1,798 | | | (208) | |
| | | | | | |
| Income (loss) before income taxes | | 1,261 | | (610) | |
| | | | | | |
| Income tax expense (benefit) | | 110 | | (70) | |
| | | | | | |
| Net income (loss) | | 1,151 | | (540) | |
| Net income (loss) attributable to common stockholders | $ | 1,097 | | $ | (540) |
| | | | | | |
| Net income (loss) per share – basic | $ | 0.27 | | $ | (0.14) |
| Weighted average shares outstanding – basic | 4,074 | | 3,963 | ||
| | | | | | |
| Net income (loss) per share – diluted | $ | 0.26 | | $ | (0.14) |
| Weighted average shares outstanding – diluted | 4,172 | | 3,963 |