8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 11, 2021

CSP Inc.

(Exact name of the registrant as specified in its charter)

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Massachusetts

(State or other jurisdiction of incorporation)

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000-10843	04-2441294
(Commission File Number)	(IRS Employer Identification No.)

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175 Cabot Street - Suite 210, Lowell, MA	01854
(Address of principal executive offices)	(Zip Code)

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(978) 954-5038

(Registrant’s telephone number, including area code)

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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:

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◻ 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))

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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. ◻

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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.

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On May 11, 2021 CSP Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal year 2021, which ended on March 31, 2021. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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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.

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Item 9.01   Financial Statements and Exhibits.

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**(d)**Exhibits

99.1Press Release Dated May 11, 2021

SIGNATURE

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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.

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CSP INC.

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Date: May 11, 2021

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By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

Exhibit 99.1 CSP Inc. REPORTS FISCAL 2021 SECOND QUARTER RESULTS; SIXTH CONSECUTIVE QUARTER OF YEAR-OVER-YEAR GROSS MARGIN IMPROVEMENT

Proactive Customer Engagement and Maintenance of Organizational Infrastructure During Pandemic Leads to Emerging Revenue Opportunities and Increased Profitability

LOWELL, Mass., May 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 fiscal 2021 second quarter and provided a business update.

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Second Quarter Operating Highlights and Recent Achievements

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●	Continued positive impact of a favorable revenue mix led to a gross margin improvement of 4.0 percentage points compared to the year-ago fiscal second quarter.
●	Two leading manufacturing organizations commence implementation of cyber security solutions in multiple facilities.
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●	ARIA ADR receives purchase orders from several customers.
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●	Balance sheet remains strong and provides resources to achieve growth and profitability objectives.
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“We delivered robust sequential revenue growth of 24% and reported our sixth consecutive quarter of gross margin improvement by focusing on the aspects that make CSPi a successful organization – client engagement and providing customers with the solutions that help them improve their overall businesses,” commented Victor Dellovo, Chief Executive Officer. “Our ability to quickly identify unique solutions for emerging cybersecurity concerns, such as the global attack that transpired in late 2020, demonstrates our commitment to develop compelling solutions to meet today’s threats.  For example, our novel ARIA ADR was only introduced a few months ago and we have already received several purchase orders within the past 30 days. Based on the tremendous market feedback and building pipeline for this product, we expect more orders in the coming quarters.”

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“We continue to be engaged with our customers and prospects and I believe these multiple touch points will allow us to emerge from the pandemic’s disruption quicker than most competitors. For example, Florida is experiencing a rebound as more businesses reopen and we would expect to capitalize on this momentum since many of our customers are in the state. The entire CSPi team has done a superb job to get us through the storm and buoyed by a solid balance sheet, we continue to have the resources to execute our operating strategies and benefit greatly as customers seek to upgrade their critical infrastructure needs.”

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Fiscal Year 2021 Second Quarter Results

Revenue for the fiscal second quarter was $14.1 million, compared to $16.9 million in the year-ago fiscal second quarter, and a 24% increase compared to fiscal 2021 first quarter as the Company continues to navigate the impact of COVID-19. Gross profit for the fiscal second quarter was $4.4 million, or 31% of sales, compared with $4.5 million, or 27% of sales, in the year-ago fiscal second quarter, reflecting improved product gross margin percentage plus a mix of higher margin services business. The $723 thousand of income tax expense was primarily driven by an increase in valuation allowance for deferred tax assets which is a non-cash item offset by a benefit for the effect of a change in the tax law allowing immediate deduction of the covered expenses incurred through the PPP loan. The Company reported a net loss of $(0.8) million in the second fiscal quarter, or $(0.20) per share, compared with a net loss of $(0.7) million, or $(0.18) per share for the second quarter of fiscal 2020. Excluding income taxes expense and the negative impact of currency exchange of $(154) thousand, we would have reported a slight net income of $30 thousand for the quarter.

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The Company had cash and cash equivalents of $20.4 million as of March 31, 2021, an increase of approximately $0.5 million compared with cash and cash equivalents on December 31, 2020.

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Exhibit 99.1 Fiscal Year 2021 Six Month Results

Revenue for the six months ended March 31, 2021 was $25.5 million compared with revenue of $33.7 million.  COVID-19 business disruption began to primarily impact the Company’s results in the second half of fiscal 2020, but the entire six-month period ended March 31, 2021 was affected by the pandemic causing lower revenue from the same prior year period. Gross profit for the six months ended March 31, 2021 was $7.7 million, or 30% of sales, compared with $8.5 million, or 25% of sales, reflecting a more favorable product mix. The $833 thousand of income tax expense was primarily driven by an increase in valuation allowance for deferred tax assets which is a non-cash item offset by a benefit for the effect of a change in the tax law allowing immediate deduction of the covered expenses incurred through the PPP loan. The Company reported net income of $0.3 million for the six months ended March 31, 2021, or $0.07 per share ($0.07 per diluted share) compared with a net loss of $(1.3) million, or $(0.32) per share for the six months ended March 31, 2020. The 2021 fiscal first quarter includes a gain on debt forgiveness 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.

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Conference Call Details

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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: CSPQ221 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.

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About CSPi

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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 dropless 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.

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Safe Harbor

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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. Based on the tremendous market feedback and building pipeline for this product, we expect more orders in the coming quarters. Florida is experiencing a rebound as more businesses reopen and we would expect to capitalize on this momentum since many of our customers are in the state.

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, ​ ​​

Exhibit 99.1 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.

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Exhibit 99.1 CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands)

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​		March 31, 2021			September 30, 2020
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Assets		​	​		​
Current assets:		​			​
Cash and short-term investments	​	$	20,397	​	$	19,264
Accounts receivable, net	​		15,168	​		13,362
Inventories	​		4,221	​		5,285
Other current assets	​		4,991	​		3,678
Total current assets	​		44,777	​		41,589
Property, equipment and improvements, net	​		891	​		1,047
Operating lease right-of-use assets	​	​	1,686	​	​	2,014
Long-term receivable	​	​	7,818	​	​	3,642
Other assets	​		4,248	​		5,353
Total assets	​	$	59,420	​	$	53,645
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Liabilities and Shareholders’ Equity	​			​
Current liabilities	​	$	13,789	​	$	12,977
Pension and retirement plans	​		6,834	​		6,471
Operating lease liabilities	​	​	1,074	​	​	1,390
Notes Payable	​	​	1,032	​	​	2,485
Other non-current liabilities	​		5,890	​		788
Shareholders’ equity	​		30,801	​		29,534
Total liabilities and shareholders’ equity	​	$	59,420	​	$	53,645

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Exhibit 99.1 CSP INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data)

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​	​	Three months ended					​	Six months ended
​		March 31,			March 31,			March 31,			March 31,
​	​	2021		​	2020		​	2021		​	2020
Sales:		​			​		​	​			​
Product	​	$	10,976	​	$	13,146	​	$	19,384	​	$	26,705
Services	​		3,112	​		3,737	​		6,092	​		7,036
Total sales	​		14,088	​		16,883	​		25,476	​		33,741
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Cost of sales:	​			​			​			​
Product	​		8,553	​		11,033	​		15,502	​		22,637
Services	​		1,167	​		1,367	​		2,228	​		2,590
Total cost of sales	​		9,720	​		12,400	​		17,730	​		25,227
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Gross profit	​		4,368	​		4,483	​		7,746	​		8,514
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Operating expenses:	​			​			​			​
Engineering and development	​		762	​		716	​		1,491	​		1,388
Selling, general and administrative	​		3,727	​		3,910	​		6,913	​		7,671
Total operating expenses	​		4,489	​		4,626	​		8,404	​		9,059
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Operating (loss) income	​		(121)	​		(143)	​		(658)	​		(545)
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Other income (expense), net	​		(3)	​		580	​		1,795	​		372
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(Loss) income before income taxes	​	​	(124)	​		437	​	​	1,137	​		(173)
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Income tax expense (benefit)	​	​	723	​		1,169	​	​	833	​		1,099
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Net income (loss)	​	​	(847)	​		(732)	​	​	304	​		(1,272)
Net income (loss) attributable to common stockholders	​	$	(847)	​	$	(732)	​	$	289	​	$	(1,272)
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Net (loss) income per share – basic	​	$	(0.20)	​	$	(0.18)	​	$	0.07	​	$	(0.32)
Weighted average shares outstanding – basic	​		4,158	​		4,036	​		4,117	​		3,999
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Net (loss) income per share – diluted	​	$	(0.20)	​	$	(0.18)	​	$	0.07	​	$	(0.32)
Weighted average shares outstanding – diluted	​		4,158	​		4,036	​		4,202	​		3,999

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