Csp Inc 10-Q for FY2025 Q1
Csp Inc (CSPI)
About this 10-Q
Csp Inc filed this 10-Q on February 10, 2025, covering the quarter ended December 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $15.67M
- up 1.9% from $15.38M a year earlier
- Net income
- $472K
- compared with a net loss of $73K a year earlier
- Diluted EPS
- $0.05
- compared with -$0.01 a year earlier
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the transition period from to .
Commission File Number
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
(Address of principle executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | |
Large accelerated filer | ◻ | Accelerated filer | ◻ |
| | | |
⌧ | Smaller reporting company | ||
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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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
As of February 10, 2025, the registrant had
INDEX
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| Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and September 30, 2024 | 3 |
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| 4 | |
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| 5 | |
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| 6 | |
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| 7 | |
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| Notes to Condensed Consolidated Financial Statements (unaudited) | 9 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
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31 | ||
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| 34 | |
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34 | ||
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34 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
| December 31, | | September 30, | ||
| 2024 |
| 2024 | ||
| (unaudited) | | | | |
ASSETS | |
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|
Current assets: | |
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Cash and cash equivalents | $ | | | $ | |
Accounts receivable, net of allowances of $ |
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Financing receivables, net of allowances of $ |
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Inventories |
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Other current assets |
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Total current assets |
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Property, equipment and improvements, net |
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Operating lease right-of-use assets | | | | | |
Intangibles, net |
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Financing receivables due after one year, net of allowances of $ | | | |
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Deferred income taxes, net |
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Cash surrender value of life insurance |
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Pension benefits assets | | | | | |
Other assets |
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Total assets | $ | | | $ | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses | $ | | | $ | |
Line of credit | | | | | |
Deferred revenue and contract liabilities |
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Pension and retirement plans |
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Income taxes payable |
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Total current liabilities |
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Pension and retirement plans |
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Operating lease liabilities - noncurrent portion | | | | | |
Income taxes payable |
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Other noncurrent liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( | |
| ( |
Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | | $ | |
| | | | | |
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See accompanying notes to unaudited condensed consolidated financial statements.
3
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except for per share data)
(Unaudited)
| | Three Months Ended | | ||||
| | December 31, | | December 31, | | ||
|
| 2024 |
| 2023 | | ||
Sales: | | |
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Product | | $ | | | $ | | |
Services | |
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Total sales | |
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Cost of sales: | |
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Product | |
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Services | |
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Total cost of sales | |
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Gross profit | |
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Operating expenses: | |
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Engineering and development | |
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Selling, general and administrative | |
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Total operating expenses | |
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Operating loss | |
| ( | |
| ( | |
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Other income (expense): | |
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Foreign exchange gain (loss) | |
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| ( | |
Interest expense | |
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| ( | |
Interest income | |
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Other income, net | |
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Total other income, net | |
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Income (loss) before income taxes | | | | |
| ( | |
Income tax (benefit) expense | | | ( | |
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Net income (loss) | | $ | | | $ | ( | |
Net income (loss) attributable to common shareholders | | $ | | | $ | ( | |
| | | | | | | |
Net income (loss) per common share - basic | | $ | | | $ | ( | |
Weighted average common shares outstanding - basic | |
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Net income (loss) per common share - diluted | | $ | | | $ | ( | |
Weighted average common shares outstanding - diluted | | | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
4
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
(Unaudited)
| | Three Months Ended | | ||||
| | December 31, | | December 31, | | ||
|
| 2024 |
| 2023 | | ||
Net income (loss) | | $ | |
| $ | ( | |
Foreign currency translation (loss) gain adjustments, net of tax effect | |
| ( |
| | | |
Total comprehensive (loss) income | | $ | ( |
| $ | | |
See accompanying notes to unaudited condensed consolidated financial statements.
5
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the three months ended December 31, 2024 and 2023:
(Amounts in thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | Additional | | | | | other | | Total | |||
| | | | | | | Paid-in | | Retained | | comprehensive | | Shareholders’ | ||||
Three months ended December 31, 2024: |
| Shares |
| Amount |
| Capital |
| Earnings |
| loss |
| Equity | |||||
Balance as of September 30, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Net income |
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Other comprehensive loss |
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| ( | |
| ( |
Stock-based compensation |
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Restricted stock issuance |
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Cash dividends declared on common stock ($ |
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| ( |
Balance as of December 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | Additional | | | | | other | | Total | |||
| | | | | | | Paid-in | | Retained | | comprehensive | | Shareholders’ | ||||
Three months ended December 31, 2023: |
| Shares |
| Amount |
| Capital |
| Earnings |
| loss |
| Equity | |||||
Balance as of September 30, 2023 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Adoption of Accounting Standards Update 2016-13 | | | | | | | | | | | ( | | | | | | ( |
Net loss |
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Other comprehensive income |
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Stock-based compensation |
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Cash dividends declared on common stock ($ |
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| ( |
Balance as of December 31, 2023 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
6
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| | Three Months Ended | ||||
| | December 31, | | December 31, | ||
|
| 2024 |
| 2023 | ||
Operating activities |
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Net income (loss) | | $ | | | $ | ( |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |
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Depreciation | |
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Amortization of intangibles | |
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Loss on disposal of fixed assets, net | | | | | | |
Foreign exchange (gain) loss | |
| ( | |
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Provision for credit losses - financing receivables | |
| ( | |
| ( |
Provision for credit losses - accounts receivable | | | | | | |
Provision for obsolete inventory | |
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Amortization of lease right-of-use assets | | | | | | |
Stock-based compensation expense on restricted stock awards | |
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Deferred income taxes | |
| ( | |
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Increase in cash surrender value of life insurance | |
| ( | |
| ( |
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Changes in operating assets and liabilities: | |
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Accounts receivable | |
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Financing receivables | | | | | | |
Inventories | |
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| ( |
Refundable income taxes | |
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Other assets | | | | | | |
Accounts payable and accrued expenses | |
| ( | |
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Operating lease liabilities | | | ( | | | ( |
Deferred revenue and contract liabilities | |
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| ( |
Pension and retirement plans liabilities | |
| ( | |
| ( |
Income taxes payable | |
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Other noncurrent liabilities | |
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Net cash provided by operating activities | |
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Investing activities | |
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Additions of intangible assets | | | | | | ( |
Purchases of property, equipment and improvements | |
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Net cash used in investing activities | |
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Financing activities | |
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Net borrowing under line-of-credit agreement | | | ( | | | ( |
Repayments on note payable | | | | | | ( |
Net cash used in financing activities | |
| ( | |
| ( |
Effects of exchange rate on cash, net | |
| ( | |
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Net increase in cash and cash equivalents | |
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Cash and cash equivalents beginning of period | | | | |
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Cash and cash equivalents end of period | | $ | | | $ | |
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Supplementary cash flow information: | |
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Cash paid for interest | | $ | | | $ | |
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Supplementary non-cash financing activities: | | | | | | |
7
Dividend declared during period | | $ | | | $ | |
Customer financing for inventory sold (see Note 5 Financing receivables, net for details) | | $ | | | $ | |
Vendor financing for inventory purchased (see Note 8 Accounts payable and accrued expenses, and Other noncurrent liabilities for details) | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
8
CSP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Organization and Business
CSP Inc. ("CSPi" or "CSPI" or "the Company" or "we" or "our") was incorporated in
1. Summary of Significant Accounting Policies
Basis of presentation
The accompanying interim condensed consolidated financial statements have been prepared by the Company and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in the annual consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, have been omitted.
Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited condensed consolidated financial statements should be read in conjunction with the notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The significant accounting policies and estimates used in preparing these Condensed Consolidated Financial Statements were applied on a basis consistent with those reflected in the September 30, 2024 Consolidated Financial Statements.
Significant Accounting Policies
There have been no significant changes to the Company's significant accounting policies described in PART II, Item 8, Note 1, "Summary of Significant Accounting Policies", of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Accounting Pronouncement Not Yet Adopted as of December 31, 2024
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact this ASU will have on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires expanded disclosures in the notes to the financial statements about certain costs and expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
9
2. Revenue
We derive revenue from the sale of integrated hardware and software, third-party service contracts, professional services, managed services, financing of hardware and software, and other services.
We recognize revenue from hardware upon transfer of control, which is at a point in time typically upon shipment when title transfers. Revenue from software is recognized at a point in time when the license is granted with the exception of the Company’s own software ARIA Advanced Threat Detection and Response (“ADR”), which is recognized evenly over time that includes the contract term.
Professional services generally include implementation, installation, and training services. Professional services are considered a series of distinct services that form one performance obligation and revenue is recognized over time as services are performed.
Revenue generated from managed services is recognized over the term of the contract. Certain managed services contracts include financing of hardware and software. Revenues from arrangements which include financing are allocated considering relative standalone selling prices of lease and non-lease components within the agreement. The lease component includes hardware, which is subject to ASC 842, Leases. The non-lease components are subject to ASC 606, Revenue from Contracts with Customers.
Other services generally include revenue generated through our royalty, extended warranty, multicomputer repair, and maintenance contracts. Royalty revenue is sales-based and recognized on the date of subsequent sale of the product, which occurs on the date of customer shipment. Revenue from extended warranty contracts is recognized ratably over the warranty period. Multicomputer repair services revenue is recognized upon control transfer when the customer takes possession of the computer at time of shipping. Revenue generated from maintenance services is recognized evenly over the term of the contract.
The right of return risk lies with the original manufacturer of the product. Managed service contracts contain the right to refund if canceled within
The following policies are applicable to our major categories of segment revenue transactions:
TS Segment Revenue
TS Segment revenue is derived from the sale of hardware, software, professional services, third-party service contracts, maintenance contracts, managed services, and financing of hardware and software.
Third-party service contracts are evaluated to determine whether such service revenue should be recorded as gross or net sales and whether over time or at point in time.
HPP Segment Revenue
HPP segment revenue is derived from the sale of ARIA product lines, integrated hardware and software, maintenance, and other services through the Myricom, and Multicomputer.
ARIA ADR revenue is derived from sale of software and hardware. There is one performance obligation in an ARIA ADR sale as the software and hardware are combined because they are inputs in the contract to deliver an output of threat protection. This combined performance obligation is recognized evenly over the contract term. The transaction price is fixed consideration.
ARIA Zero Trust Gateway (“AZT”) revenue contains two performance obligations: a perpetual software license and post-contract customer support (“PCS”). The transaction price is fixed consideration and allocated based on relative
10
stand-alone selling price. The software license has a large majority of transaction price allocated to it. Software license revenue is recognized at a point in time, generally when the license is made available to the customer. PCS revenue is recognized ratably over the contractual period of generally one year. The PCS can be renewed and is sold on a standalone basis after the initial contract term expires.
Myricom revenue is derived from the sale of products, which are comprised of both hardware and embedded software which is essential to the products’ functionality, and PCS. PCS is considered immaterial in the context of the contract and therefore is not a separate performance obligation. Multicomputer revenue is derived from the sale of hardware, software, extended warranties, royalties, and repair services. See disaggregated revenues below by products/services and divisions/segments.
See disaggregated revenues below by division.
| | | | Technology Solutions Segment | | | |||||||||
| | High | | | | | | | | | | | | | |
| | Performance | | | | | | | | | | | | | |
| | Products | | United | | | | | | | | Consolidated | |||
Three months ended December 31, |
| Segment |
| Kingdom |
| U.S. |
| Total |
| Total | |||||
| | (Amounts in thousands) | |||||||||||||
2024 | | | | | | | | | | | |||||
Sales: | | | | | | | | | | | |||||
Product | | $ | | $ | | $ | | $ | | $ | |||||
Service | | | | | | | | | | | |||||
Finance * | | | — | | | — | | | | | | | |||
Total sales | | $ | | $ | | $ | | $ | | $ | |||||
| | | | | | | | | | | | | | | |
| | | | Technology Solutions Segment | | | |||||||||
| | High | | | | | | | | | | | |||
| | Performance | | | | | | | | | | | | | |
| | Products | | United | | | | | | | | Consolidated | |||
Three months ended December 31, |
| Segment |
| Kingdom |
| U.S. |
| Total |
| Total | |||||
| | (Amounts in thousands) | |||||||||||||
2023 | | | | | | | | | | | |||||
Sales: | | | | | | | | | | | |||||
Product | | $ | | $ | | $ | | $ | | $ | |||||
Service | | | | | | | | | | | |||||
Finance * | | | — | | | — | | | | | | | |||
Total sales | | $ | | $ | | $ | | $ | | $ | |||||
* Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606).
11
See details of timing of revenue recognition, whether CSPi acted as the principal or agent, and geography below. Geographic areas are based on which the products were shipped or services rendered.
| | | | | Technology Solutions Segment | | | | |||||||
| | High | | | | | | | | | | | | | |
| | Performance | | | | | | | | | | | | | |
| | Products | | United | | | | | | | | Consolidated | |||
Three months ended December 31, |
| Segment |
| Kingdom |
| U.S. |
| Total |
| Total | |||||
| | (Amounts in thousands) | |||||||||||||
2024 | | | | | | | | | | | | | | | |
Timing of Revenue Recognition | | | | | | | | | | | | | | | |
Transferred at a point in time where CSPi is principal | | $ | | | $ | | | $ | | | $ | | | $ | |
Transferred at a point in time where CSPi is agent | |
| — | |
| — | |
| | |
| | |
| |
Transferred over time where CSPi is principal | | | | | | | | | | | | | | | |
Total Revenue | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
Geography | | | | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | | | $ | |
Americas (excluding United States) | | | | | | — | | | | | | | | | |
Europe | | | — | | | | | | | | | | | | |
Asia-Pacific | | | | | | — | | | — | | | — | | | |
Total Revenue | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
2023 | |
|
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Timing of Revenue Recognition | | | | | | | | | | | | | | | |
Transferred at a point in time where CSPi is principal | | $ | | | $ | | | $ | | | $ | | | $ | |
Transferred at a point in time where CSPi is agent | |
| — | |
| | |
| | |
| | |
| |
Transferred over time where CSPi is principal | | | | | | | | | | | | | | | |
Total Revenue | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
Geography | | | | | | | | | | | | | | | |
United States | | $ | | | $ | — | | $ | | | $ | | | $ | |
Americas (excluding United States) | | | — | | | | | | | | | | |
| |
Europe | | | | | | | | | | | | | | | |
Asia-Pacific | | | | | | — | | | | | | | | | |
Total Revenue | | $ | | | $ | | | $ | | | $ | | | $ | |
In the TS US division, financing of goods and services is offered to certain customers. This involves amounts due reflecting sales whose payment terms exceed one year. See Note 5 Financing Receivables, net for more details. Revenue from these agreements in the three months ended December 31, 2024 was $
Contract Assets and Liabilities
When we have performed work but do not have an unconditional right to payment, a contract asset is recorded. When we have the right to bill a customer, accounts receivable is recorded as an unconditional right exists. Current contract assets were $
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Contract liabilities arise when payment is received before we transfer a good or service to the customer. Current contract liabilities were $
Contract Costs
Other
Projects are typically billed upon completion or at certain milestones. Product and services are typically billed when shipped or as services are being performed. Payment terms are typically
We have certain contracts that have an original term of more than one year. The royalty agreement is longer than one year but not included in the table below as the royalties are sales-based. Managed service contracts are generally longer than one year. For these contracts the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2024 is set forth in the table below:
Fiscal Year |
| (Amounts in thousands) | |
2025 (remaining | | $ | |
2026 | | | |
2027 | | | |
2028 | | | |
2029 | | | |
| | $ | |
3. Earnings Per Share of Common Stock
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per
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share includes the dilutive effect of restricted stock, if any, calculated using the treasury stock method. For unvested restricted stock, assumed proceeds under the treasury stock method would include unamortized compensation cost.
We are required to present earnings per share (“EPS”), utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities. A net loss is not allocated to these participating securities as there are no contractual obligations that require participation in the Company’s losses.
Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows:
| | Three Months Ended | ||||
| | December 31, | | December 31, | ||
|
| 2024 |
| 2023 | ||
| | | | | | |
Net income (loss) |
| $ | |
| $ | ( |
Less: net income attributable to nonvested common stock |
| | ( |
| | |
Net income (loss) attributable to common shareholders | | $ | |
| $ | ( |
| | | | | | |
Weighted average total shares outstanding - basic | | | | | | |
Less: weighted average non–vested shares outstanding | | | ( | | | |
Weighted average number of common shares outstanding - basic | | | |
| | |
Add: potential common shares from non-vested stock awards | | | |
| | |
Weighted average common shares outstanding - diluted | | $ | |
| | |
| | | | | | |
Net income (loss) per common share - basic | | $ | | | $ | ( |
Net income (loss) per common share - diluted | | $ | | | $ | ( |
Anti-dilutive securities include restricted stock, which are excluded from the diluted income (loss) per common share computation. Non-vested restricted stock awards of
4. Accounts receivable, net
The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, management’s assessment of current conditions and reasonable and supportable expectation of future conditions as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible including reviewing the current receivables aging. This results in a general reserve and a specific reserve. The Company assesses collectability by pooling receivables where similar characteristics exist and evaluates receivables individually when specific customer balances no longer share those risk characteristics and are considered at risk or uncollectible. The expense associated with the allowance for expected credit losses is recognized in Selling, general, and administrative expenses in the Consolidated Statements of Operations.
14
The following table presents the components of the Company’s accounts receivable for the periods indicated.
| Three months ended | |||||
| | December 31, 2024 | | December 31, 2023 | ||
| | (Amounts in thousands) | ||||
Allowance for credit losses for accounts receivable: | | | | | | |
Balances at beginning of the period | | $ | | | $ | |
Adjustment for adoption of new CECL standard | | | | | | ( |
Provision for credit losses | | | | | | |
Balances at end of the period | | $ | | | $ | |
5. Financing receivables, net
In the TS U.S. division, financing of goods and services is offered to certain customers. This involves amounts due reflecting sales whose payment terms exceed one year. This financing is separate from agreements with a leasing component, see Note 7 Leases for financing through leases. Determining whether to offer financing involves looking at the customer’s payment history, economic conditions, and capacity to pay.
The Company assigns an internal risk rating to each customer at inception, which groups customers into a portfolio based off this risk rating. A risk rating is assigned by analyzing a customer’s financial statements and the latest Fitch rating if publicly available as well as recent payment activity. The credit quality of customers is continually monitored by these items. Accounts rated low risk have the equivalent of a Fitch rating of BBB– or higher, moderate risk accounts have the equivalent of BB, and high risk accounts have the equivalent of B.
The risk characteristics of each customer are consistent with the Fitch rating or equivalent, which are defined by Fitch as the following:
'BBB' ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
’BB' ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
Financing receivables, net carry an average weighted interest rate of
The amount of interest income earned from sales whose payment terms exceed one year for the three months ended December 31, 2024 and 2023 was $
15
The following table presents the components of the Company’s Financing receivables, net segregated by portfolio (risk rating) for the periods indicated:
|
| As of December 31, 2024 | | As of September 30, 2024 | ||||||||||||||||||||
| | Risk Rating | | | | | Risk Rating | | | | ||||||||||||||
| | | Low | | | Moderate | | | High | | | Total | | | Low | | | Moderate | | | High | | | Total |
| | (Amounts in thousands) | ||||||||||||||||||||||
Financing receivables, net: | | | | | | | | | | | | | | | | | | | | | | | | |
Financing receivables, gross | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Unearned interest income | | | ( | | | ( | | | ( | | | ( | | | ( | | | ( | | | | | | ( |
Allowance for credit losses | | | ( | | | ( | | | ( | | | ( | | | ( | | | ( | | | | | | ( |
Financing receivables, net | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Short-term | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | | $ | |||||||
Long-term | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | | $ | |||||||
The following table presents the changes in Allowance for credit losses for Financing receivables, net for the periods indicated:
| | Three months ended | ||||||||||||||||||||||
| | December 31, 2024 | | December 31, 2023 | ||||||||||||||||||||
| | Risk Rating | | | | | Risk Rating | | | | | | | |||||||||||
|
| Low |
| Moderate |
| High | | Total |
| Low |
| Moderate | | High |
| Total | ||||||||
| | (Amounts in thousands) | ||||||||||||||||||||||
Allowance for credit losses for financing receivables: | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at beginning of the period | | $ | | | | | | | | | $ | | | $ | | | $ | | | $ | | | $ | |
Adjustment for adoption of new accounting standard | | | | | | | | | | | | | | | | | | | | | | | | |
(Credit) provision charged to Consolidated Statements of Operations | | | ( | | | ( | | | | | | ( | | | ( | | | | | | | | | ( |
Balances at end of the period | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
The Company recognizes an allowance for credit losses for financing receivables in an amount equal to the probable losses net of recoveries. A probability method for calculating credit losses is used based on historical data of defaults of Fitch ratings and length of time. Various factors are also assessed in the allowance for credit losses including internal historical data as well as macroeconomic forecast assumptions and management judgments applicable to and through the expected life of the portfolios. Macroeconomic conditions include the level of gross domestic product (“GDP”) growth and unemployment rates, which directly correlate with our historical credit losses. The expense associated with the allowance for expected credit losses is recognized in Selling, general, and administrative expenses in the Consolidated Statements of Operations.
Financing receivables whose payment terms exceed
16
The following table presents Financing receivables, gross, including accrued interest, by credit quality indicator segregated by risk rating and year of origination as of December 31, 2024:
| | December 31, 2024 | |||||||||||||
| | Fiscal year of origination | | | | ||||||||||
Risk Rating |
| 2025 |
| 2024 |
| 2023 |
| 2021 |
| Total | |||||
|
| | | | | | | | | | | | | | |
High | | $ | | | $ | — | | $ | — | | $ | — | | $ | |
Moderate |
| | | | | | | | | | | | | $ | |
Low |
|
| | | | | | | | | | | | | |
Total |
| $ | | | $ | | | $ | | | $ | | | $ | |
Contractual maturities of outstanding financing receivables are as follows:
Fiscal year ending September 30: |
| (Amounts in thousands) | |
2025 | | $ | |
2026 | | | |
2027 | | | |
2028 | | | |
Total payments | | $ | |
Less: unearned interest income | | | ( |
Less: allowance for credit losses | | | ( |
Total, net of unearned interest income and allowance for credit losses | | $ | |
6. Inventories
Inventories consist of the following:
| | December 31, | | September 30, | ||
|
| 2024 |
| 2024 | ||
| | (Amounts in thousands) | ||||
Raw materials | | $ | | | $ | |
Work-in-process | |
| | | | |
Finished goods | |
| | | | |
Total | | $ | | | $ | |
17
7. Leases
Information related to both lessee and lessor
The components of lease costs for the three months ended December 31, 2024 and 2023 are as follows:
| | | Three months ended | ||||
| Consolidated Statements of Operations Location | | December 31, 2024 | | December 31, 2023 | ||
| | | (Amounts in thousands) | ||||
Finance Lease: | | | | | | | |
Operating Lease: | | |
| | |
| |
Operating lease cost | Selling, general, and administrative | | | | | | |
Short-term lease cost | Selling, general, and administrative | | | | | | |
Total lease costs | | | $ | | | $ | |
Less sublease interest income | Revenue | | | ( | | | |
Total lease costs, net of sublease interest income | | | $ | | | $ | |
Supplemental cash flow information related to leases for three months ended December 31, 2024 and 2023 is below:
| Three months ended | |||
| December 31, 2024 | December 31, 2023 | ||
| (Amounts in thousands) | |||
Cash paid for amounts included in the measurement of lease liabilities: | | | | |
Operating cash flows paid for operating leases | $ | | $ | |
Operating cash flows paid for short-term leases | | | | |
Cash received from subleases | | ( | | ( |
8. Accounts payable and accrued expenses, and Other noncurrent liabilities
The TS US division enters into certain multi-year agreements with vendors when also entering into some of the multi-year financing contracts the Company enters into with customers. See Note 5 Financing receivables, net for further information related to the multi-year agreements with customers.
There was not an interest rate stated in the agreements and therefore interest was imputed under ASC 835 Interest as the payments in the exchange represented two elements: principal and interest. The average imputed interest rate for the agreements was determined to be
Interest expense related to these agreements for the three months ended December 31, 2024 and 2023 was $
The amounts owed for these agreements are in Accounts payable and Other noncurrent liabilities because they are owed to vendors rather than banks or financial institutions for borrowings. See Note 9 Line of Credit for amounts due to financial institutions for borrowings.
18
Below are details of the agreements with the vendors that contain imputed interest:
| December 31, 2024 | | September 30, 2024 | ||
| (Amounts in thousands) | ||||
Current | $ | | | $ | |
Less: discount | | ( | | | ( |
Accounts payable and accrued expenses | $ | | | $ | |
| | | | | |
Noncurrent | $ | | | $ | |
Less: discount | | ( | | | ( |
Other noncurrent liabilities | $ | | | $ | |
The TS segment has many vendors it transacts with and does not have any specific agreement with this vendor that it must purchase certain products from the vendor. Management believes other suppliers could provide similar products on comparable terms.
9. Line of Credit
As of December 31, 2024 and September 30, 2024, the Company maintained an inventory line of credit with a borrowing capacity of $
10. Pension and Retirement Plans
The Company’s operations have defined benefit and defined contribution plans in the U.K. and in the U.S. In the U.K., the Company provides defined benefit pension plans and defined contribution plans for some of its employees. In the U.S., the Company provides benefits through supplemental retirement plans to certain former employees. The U.S. supplemental retirement plans have life insurance policies which are not plan assets but were purchased by the Company as a vehicle to fund the costs of the plan. The Company also provides for officer death benefits through post-retirement plans to certain current officers of the Company in the U.S. All the Company’s defined benefit plans are closed to newly hired employees and have been since September 2009.
The Company funds its pension plans in amounts sufficient to meet the requirements set forth in applicable employee benefits laws and local tax laws. Liabilities for amounts in excess of these funding levels are accrued and reported in the condensed consolidated balance sheets.
The Company’s pension plan in the U.K. is the only pension plan with plan assets. In October 2024 in connection with the planned termination of our defined benefit pension plan in the U.K. we entered into a buy-in bulk annuity insurance policy in exchange for a premium payment of
19
insurance policies will be assigned to each member of the plan and the Company will no longer have legal responsibility to pay the benefits to the members. In accordance with US GAAP the buy-in does not trigger a remeasurement at an interim period. Therefore, accounting entries to reflect this will be included in the Company’s Annual Report on Form 10-K for the year ending September 30, 2025. The buy-in policy will be treated as a plan asset going forward until such time as the buy-in policy is converted to a buy-out policy, which is when individual insurance policies will be assigned to each member of the plan and the Company will no longer have legal responsibility to pay the benefits to the members. The plan assets were converted to all cash during the first quarter of fiscal year 2025.
The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows:
| | Three Months Ended December 31, | ||||||||||||||||
| | 2024 | | 2023 | ||||||||||||||
|
| U.K. |
| U.S. |
| Total |
| U.K. |
| U.S. |
| Total | ||||||
| | (Amounts in thousands) | ||||||||||||||||
Pension: | | | | | | | | | | | | | | | | | | |
Interest cost | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Expected return on plan assets | |
| ( | |
| | |
| ( | |
| ( | |
| | |
| ( |
Amortization of past service costs | | | | | | | | | | | | | | | | | | |
Amortization of net gain | |
| | |
| ( | |
| ( | |
| | |
| ( | |
| ( |
Net periodic (benefit) cost | | $ | ( | | $ | — | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | | | | | | | |
Post Retirement: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Service cost | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Interest cost | |
| | |
| | |
| | |
| | |
| | |
| |
Amortization of net gain | |
| | |
| ( | |
| ( | |
| | |
| ( | |
| ( |
Net periodic benefit | | $ | | | $ | ( | | $ | ( | | $ | | | $ | ( | | $ | ( |
The fair value of the assets held by the U.K. pension plan by asset category are as follows:
| | Fair Values as of | ||||||||||||||||||||||
| | December 31, 2024 | | September 30, 2024 | ||||||||||||||||||||
| | Fair Value Measurements Using Inputs Considered as | | Fair Value Measurements Using Inputs Considered as | ||||||||||||||||||||
Asset Category |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||||||
| | (Amounts in thousands) | ||||||||||||||||||||||
Cash on deposit | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Fixed income | | | — | | | — | | | — | | | — | | | | | | | | | | | | — |
Equity | |
| | |
| | | | | | | | |
| | |
| | | | | | | |
Total plan assets | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
11. Income Taxes
An income tax benefit of $
The income tax expense for the three months ended December 31, 2023 was primary driven by income earned in the United States.
20
12. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
| | December 31, | | September 30, | ||
|
| 2024 |
| 2024 | ||
| | (Amounts in thousands) | ||||
Cumulative effect of foreign currency translation, net | | $ | ( | | $ | ( |
Cumulative unrealized loss on pension liability | |
| ( | |
| ( |
Accumulated other comprehensive loss, net | | $ | ( | | $ | ( |
13. Fair Value of Financial Assets and Liabilities
Under the fair value standards fair value is based on the exit price and defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement should reflect all the assumptions that market participants would use in pricing an asset or liability. A fair value hierarchy is established in the authoritative guidance outlined in three levels ranking from Level 1 to Level 3 with Level 1 being the highest priority.
Level 1: observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly
Level 3: unobservable inputs (e.g., a reporting entity’s or other entity’s own data)
The Company had
21
To estimate the fair value of the financial instruments below, quoted market prices are used when available and classified within Level 1. If this data is not available, we use observable market-based inputs to estimate fair value, which are classified within Level 2. If the preceding information is unavailable, we use internally generated data to estimate fair value which is classified within Level 3.
| | As of December 31, 2024 | | | As of September 30, 2024 | | | | | ||||||
| | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value | | Fair Value Level | | Reference |
| | (Amounts in thousands) | | | | | |||||||||
Assets: | | | | | | | | | | | | | |||
Cash and cash equivalents | $ | | | $ | | | $ | | | $ | | | 1 | | Consolidated Balance Sheets |
Accounts receivable, net | | | | | | | | | | | | | 2 | | Note 4 |
Financing receivables, net* | | | | | | | | | | | | | 3 | | Note 5 |
Liabilities: | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses and other long-term liabilities** | | | | | | | | | | | | | 3 | | Note 8 |
Line of Credit | | | | | | | | | | | | | 2 | | Note 9 |
*Original maturity over
**Contains vendor financing agreements with original maturity over
Cash and cash equivalents
Carrying amount approximated fair value.
Accounts receivable and Accounts payable and accrued expenses with original maturity of less than one year
Fair value was not materially different from their carrying values as of September 30, 2024, and 2023
Financing receivables, net
Fair value was estimated by discounting future cash flows based on the current rate with similar terms.
Vendor financing agreements within Accounts payable and accrued expenses and other long-term liabilities with original maturity over one year
Fair value was estimated by discounting future cash flows based on the current rate with similar terms.
Line of credit
The fair value of our line of credit is based on borrowing rates currently available to a market participant for loans with similar terms or maturity. The carrying amount of our outstanding revolving line of credit approximates fair value because the base interest rate charged varies with market conditions and the credit spread is commensurate with current market spreads for issuers of similar risk.
22
14. Segment Information
The following tables present certain operating segment information for the three months ended December 31, 2024 and 2023.
| | | | | Technology Solutions Segment | | | | |||||||
| | High | | | | | | | | | | | | | |
| | Performance | | | | | | | | | | | | | |
| | Products | | United | | | | | | | | Consolidated | |||
Three months ended December 31, |
| Segment |
| Kingdom |
| U.S. |
| Total |
| Total | |||||
| | (Amounts in thousands) | |||||||||||||
2024 | | | | | | | | | | | | | | | |
Sales: | | | | | | | | | | | | | | | |
Product | | $ | | | $ | | | $ | | | $ | | | $ | |
Service | |
| | |
| | |
| | |
| | |
| |
Total sales | | $ | | | $ | | | $ | | | $ | | | $ | |
Operating (loss) income | | $ | ( | | $ | ( | | $ | | | $ | | | $ | ( |
Stock compensation expense | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Interest expense | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Interest income | | $ | | | $ | | | $ | | | $ | | | $ | |
Total assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Capital expenditures | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Depreciation and amortization | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | |
2023 | |
|
| |
|
| |
|
| |
|
| |
|
|
Sales: | |
|
| |
|
| |
|
| |
|
| |
|
|
Product | | $ | | | $ | | | $ | | | $ | | | $ | |
Service | |
| | |
| | |
| | |
| | |
| |
Total sales | | $ | | | $ | | | $ | | | $ | | | $ | |
Operating (loss) income | | $ | ( | | $ | | | $ | | | $ | | | $ | ( |
Stock compensation expense | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Interest expense | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Interest income | | $ | | | $ | | | $ | | | $ | | | $ | |
Total assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Capital expenditures | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Depreciation and amortization | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | ( |
Operating income (loss) from operations consists of sales less cost of sales, engineering and development expenses, and Selling, general and administrative expenses but is not affected by either other income/expense or by income taxes expense (benefit). Non-operating expenses/income consists principally of interest income from transactions with payment terms exceeding one year (see Note 5, Financing receivables, net for details), interest income from cash and cash equivalents, and interest expense. All intercompany transactions have been eliminated.
23
Concentrations of Credit Risk
All customers below are in the U.S. division of our TS segment. Each customer’s letter (e.g. “Customer A”) does not change meaning if Customer A is in multiple tables it is the same customer.
Below are customers with 10% or more of accounts receivables as of December 31, 2024 or September 30, 2024.
| | As of December 31, 2024 | | | As of September 30, 2024 | | ||||||
| | (Amounts in millions) | | |||||||||
| | | | % of Total | | | | | % of Total | | ||
| | Accounts receivable |
| Accounts receivable | | Accounts receivable |
| Accounts receivable | ||||
| | | | | | | | | | | | |
Customer A | | $ | | | | % | | $ | | | | % |
Customer D | | $ | | | | % | | $ | | | | % |
Customer E | | $ | | | | % | | $ | | | | % |
Customer F | | $ | | | | % | | $ | | | | % |
Below are customers with 10% or more of financing receivables as of December 31, 2024 or September 30, 2024.
| | As of December 31, 2024 | | | As of September 30, 2024 | | ||||||
| | (Amounts in millions) | | |||||||||
| | | | % of Total | | | | | % of Total | | ||
| | Financing Receivables |
| Financing Receivables | | Financing Receivables |
| Financing Receivables | ||||
| | | | | | | | | | | | |
Customer A | | $ | | | | % | | $ | | | | % |
Customer B | | $ | | | | % | | $ | | | | % |
Customer C | | $ | | | | % | | $ | | | | % |
The following table lists customers from which the Company derived revenues of 10% or more of total revenues for the three months ended December 31, 2024 and 2023.
| | Three months ended December 31, | | |||||||||
| | 2024 | | | 2023 | | ||||||
| | (Amounts in millions) | | |||||||||
| | Customer | | % of Total | | | Customer | | % of Total | | ||
|
| Revenues |
| Revenues |
| | Revenues |
| Revenues |
| ||
| | | | | | | | | | | | |
Customer C | | $ | | | | % | | $ | | | | % |
Customer F | | $ | | | | % | | $ | — | | - | % |
15. Dividend
On
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The discussion below contains certain forward-looking statements including, but not limited to, among others, statements concerning future revenues and future business plans. Forward-looking statements include statements in which we use words such as “expect”, “believe”, “anticipate”, “intend”, “project”, “estimate”, “should”, “could”, “may”, “plan”, “potential”, “predict”, “project”, “will”, “would” and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, the forward-looking statements are subject to significant risks and uncertainties, and thus we cannot assure you that these expectations will prove to have been correct, and actual results may vary from those contained in such forward-looking statements. We discuss many of these risks and uncertainties in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Factors that may cause such variances include, but are not limited to, our dependence on a small number of customers for a significant portion of our revenue, intense competition in the market segments in which we operate, changes in the U.S. Tax laws, the impact of the Ukrainian-Russian military and Israeli-Hamas conflict on global trade and financial markets, and the impact of pandemics on our business, results of operations and financial condition. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this filing and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses for accounts receivable and financing receivables, inventory valuation, impairment assessment of intangibles, income taxes, deferred compensation and retirement plans, as well as estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management believes there have been no significant changes for the three months ended December 31, 2024 to the items that we disclosed as our critical accounting estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Recent trends affecting our financial performance
As of December 31, 2024, the Russian/Ukrainian military conflict and the Israeli-Hamas conflict have not had a direct significant impact on revenue as we do not have any significant recurring customers in either region. However, we do have customers and suppliers in surrounding regions which may be affected and further escalation of both conflicts and geopolitical tensions related to such conflicts could adversely affect our business, financial condition and results of operations, by among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets. It is not possible at this time to predict the size of the impact or consequences of the conflicts on the Company and our customers or suppliers.
25
Results of Operations.
Overview of the three months ended December 31, 2024
Our sales increased by $0.3 million, or 2%, to $15.7 million for the three months ended December 31, 2024 as compared to $15.4 million for the three months ended December 31, 2023. The increase in sales is the result of an increase of $0.6 million in our TS segment, partially offset with a $0.3 million decrease in our HPP segment. Our gross margin percentage as a percentage of sales increased to 29% for the three months ended December 31, 2024 as compared to 27% for the three months ended December 31, 2023. For the three months ended December 31, 2024 there was an operating loss of $(0.4) million compared to an operating loss of $(0.3) million for the three months ended December 31, 2023. Other income, net was $0.7 million for the three months ended to December 31, 2024 as compared to $0.3 million for the three months ended December 31, 2023. An income tax benefit of $(115) thousand was recorded for the three months ended December 31, 2024 compared to an income tax expense of $13 thousand in the same period of fiscal year 2024. Net income for the three months ended December 31, 2024 was $472 thousand as compared to a net loss of $(73) thousands for the same prior year period.
The following table details our results of operations in dollars and as a percentage of sales for the three months ended December 31, 2024 and 2023:
| | | | | % | | | | | % | |
|
| December 31, 2024 |
| of sales |
| December 31, 2023 |
| of sales |
| ||
| | (Dollar amounts in thousands) |
| ||||||||
Sales | | $ | 15,670 |
| 100 | % | $ | 15,375 |
| 100 | % |
Costs and expenses: | |
|
|
|
| |
|
|
|
| |
Cost of sales | |
| 11,106 |
| 71 | % |
| 11,280 |
| 73 | % |
Engineering and development | |
| 786 |
| 5 | % |
| 700 |
| 5 | % |
Selling, general and administrative | |
| 4,132 |
| 26 | % |
| 3,738 |
| 24 | % |
Total costs and expenses | |
| 16,024 |
| 102 | % |
| 15,718 |
| 102 | % |
Operating loss | |
| (354) |
| (2) | % |
| (343) |
| (2) | % |
Other income, net | |
| 711 |
| 4 | % |
| 283 |
| 2 | % |
Income (loss) before income taxes | |
| 357 |
| 2 | % |
| (60) |
| — | % |
Income tax (benefit) expense | |
| (115) |
| (1) | % |
| 13 |
| — | % |
Net income (loss) | | $ | 472 |
| 3 | % | $ | (73) |
| — | % |
Sales
Our sales increased by approximately $0.3 million to $15.7 million for the three months ended December 31, 2024 as compared to $15.4 million for the same prior year period.
TS segment sales change was as follows for the three months ended December 31, 2024 and 2023:
| | December 31, | | Increase (decrease) |
| |||||||
|
| 2024 |
| 2023 |
| $ |
| % |
| |||
| | (Dollar amounts in thousands) | | |||||||||
Products | | $ | 10,933 | | $ | 10,935 | | $ | (2) | | — | % |
Services | |
| 4,307 | |
| 3,728 | |
| 579 | | 16 | % |
Total | | $ | 15,240 | | $ | 14,663 | | $ | 577 | | 4 | % |
TS segment product sales remained flat for the three months ended December 31, 2024 when compared to the same period in prior year. The U.S. division product sales increased by $0.2 million, but was offset with the U.K. division decreased sales of $0.2 million. Service sales for the three months ended December 31, 2024 increased $0.6 million from the prior year period, which is attributable to the U.S. division. The increase in service sales was due to increased third party maintenance sales of $0.6 million.
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HPP segment sales change was as follows for the three months ended December 31, 2024 and 2023:
| | December 31, | | Increase (decrease) |
| |||||||
|
| 2024 |
| 2023 |
| $ |
| % |
| |||
| | (Dollar amounts in thousands) | | |||||||||
Products | | $ | 82 | | $ | 472 | | $ | (390) | | (83) | % |
Services | |
| 348 | |
| 240 | |
| 108 | | 45 | % |
Total | | $ | 430 | | $ | 712 | | $ | (282) | | (40) | % |
The HPP product sales decreased by $0.4 million for the three months ended December 31, 2024 as compared to the same prior year period primarily as a result of a $0.5 million decrease in Myricom product sales, partially offset with increased ARIA Zero Trust Protect (AZT PROTECTTM) sales of $0.1 million. The AZT PROTECTTM software license is recognized at a point in time and recorded in product revenue. The software license is the large majority of the revenue in an AZT PROTECTTM sale with the other portion of revenue coming from the post-contract customer support, which is recorded over time in the services revenue financial statement line item. The HPP services sales increased $0.1 million for the three months ended December 31, 2024 compared to the prior year period as a result of increased ARIA sales, which includes our ARIA ADR cybersecurity solution and post-contract customer support (PCS) for our AZT PROTECTTM software. These items are both recognized ratably over the contract term.
Our sales by geographic area, which is based on the customer location to which the products were shipped or services rendered, were as follows for the three months ended December 31, 2024 and 2023:
| | December 31, | | Increase (decrease) |
| |||||||||||
|
| 2024 |
| % |
| 2023 |
| % |
| $ |
| % |
| |||
| | (Dollar amounts in thousands) | | |||||||||||||
Americas | | $ | 15,484 |
| 99 | % | $ | 14,552 |
| 95 | % | $ | 932 | | 6 | % |
Europe | |
| 181 |
| 1 | % |
| 451 |
| 3 | % |
| (270) | | (60) | % |
Asia-Pacific | |
| 5 |
| — | % |
| 372 |
| 2 | % |
| (367) | | (99) | % |
Totals | | $ | 15,670 |
| 100 | % | $ | 15,375 |
| 100 | % | $ | 295 | | 2 | % |
The $0.9 million increase in sales to the Americas was primarily the result of an increase in the TS segment’s U.S. division of $1.2 million, partially offset with a decrease in the HPP segment of $0.3 million. The $0.3 million decrease in sales to Europe was primarily the result of decreased sales by our TS segment’s U.K. division. The sales to Asia-Pacific decreased $0.4 million due to a decrease of sales in the TS segment’s U.S. division.
Gross Margins
Our gross margin ("GM") increased $0.5 million for the three months ended December 31, 2024 as compared to the same prior year period. The GM as a percentage of sales increased to 29% for the three months ended December 31, 2024 as compared to the same prior year period of 27%.
| | December 31, | | | | | | | ||||||||
| | 2024 | | 2023 | | Increase (decrease) |
| |||||||||
|
| GM$ |
| GM% |
| GM$ |
| GM% |
| GM$ |
| GM% |
| |||
| | (Dollar amounts in thousands) | | |||||||||||||
TS | | $ | 4,349 |
| 29 | % | $ | 3,757 |
| 26 | % | $ | 592 |
| 3 | % |
HPP | |
| 215 |
| 50 | % |
| 338 |
| 47 | % |
| (123) |
| 3 | % |
Total | | $ | 4,564 |
| 29 | % | $ | 4,095 |
| 27 | % | $ | 469 |
| 2 | % |
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The impact of product mix within our TS segment on gross margin for the three months ended December 31, 2024 and 2023 was as follows:
| | December 31, | | | | | | | ||||||||
| | 2024 | | 2023 | | Increase (decrease) |
| |||||||||
|
| GM$ |
| GM% |
| GM$ |
| GM% |
| GM$ |
| GM% |
| |||
| | (Dollar amounts in thousands) | | |||||||||||||
Products | | $ | 1,836 |
| 17 | % | $ | 1,897 |
| 17 | % | $ | (61) |
| — | % |
Services | |
| 2,513 |
| 58 | % |
| 1,860 |
| 50 | % |
| 653 |
| 8 | % |
Total | | $ | 4,349 |
| 29 | % | $ | 3,757 |
| 26 | % | $ | 592 |
| 3 | % |
The overall TS segment GM as a percentage of sales increased to 29% for the three month period ended December 31, 2024 compared to the prior year period of 26%. Product GM as a percentage of product sales remained flat at 17% for the three months ended December 31, 2024 compared to the prior year period. There were not any significant changes in GM for any individual products sold. Service GM as a percentage of service sales increased to 58% for the three months ended December 31, 2024 compared to the prior year period of 50% due to increased third party maintenance sales in which the sale is recorded “net” meaning gross profit is recorded in the services sales financial statement line item. This “net” recording increases GM as a percentage of sales.
The impact of product mix within our HPP segment on gross margin for the three months ended December 31, 2024 and 2023 was as follows:
| | December 31, | | | | | | | ||||||||
| | 2024 | | 2023 | | Increase (decrease) |
| |||||||||
|
| GM$ |
| GM% |
| GM$ |
| GM% |
| GM$ |
| GM% |
| |||
| | (Dollar amounts in thousands) | | |||||||||||||
Products | | $ | 60 |
| 73 | % | $ | 282 |
| 60 | % | $ | (222) |
| 13 | % |
Services | |
| 155 |
| 45 | % |
| 56 |
| 23 | % |
| 99 |
| 22 | % |
Total | | $ | 215 |
| 50 | % | $ | 338 |
| 47 | % | $ | (123) |
| 3 | % |
The overall HPP segment GM as a percentage of sales increased to 50% for the three months ended December 31, 2024 from 47% for the three months ended December 31, 2023. The 13% increase in product GM as a percentage of product revenue for the three months ended December 31, 2024 compared to the same prior year period is primarily due to recognition of the software license of AZT PROTECTTM, which is nearly all profit. The 22% increase in service GM as a percentage of services revenue from the prior year was due to increased ARIA ADR revenue and PCS for AZT PROTECTTM, which have fixed costs meaning more revenue will result in increased GM as a percentage of sales.
Engineering and Development Expenses
The engineering and development expenses incurred by our HPP segment increased $0.1 million for the three months ended December 31, 2024 to $0.8 million when compared to the prior year period due to increased consulting and stock compensation expense. The current period expenses were primarily for engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.
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Selling, General and Administrative Expenses
The following table details our Selling, general and administrative (“SG&A”) expense by operating segment for the three months ended December 31, 2024 and 2023:
| | Three months ended December 31, | | | | | |
| ||||||||
| | | | | % of | | | | | % of | | | $ | | % | |
|
| 2024 |
| Total |
| 2023 |
| Total |
| | Increase |
| Increase | | ||
| | (Dollar amounts in thousands) | | |||||||||||||
By Operating Segment: |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
TS segment | | $ | 3,030 |
| 73 | % | $ | 2,755 |
| 74 | % | $ | 275 |
| 10 | % |
HPP segment | |
| 1,102 |
| 27 | % |
| 983 |
| 26 | % |
| 119 |
| 12 | % |
Total | | $ | 4,132 |
| 100 | % | $ | 3,738 |
| 100 | % | $ | 394 |
| 11 | % |
SG&A expenses of $4.1 million for the three months ended December 31, 2024 increased $0.4 million as compared to the prior year period. The TS segment G&A expenses increased by $0.3 million primarily due to increased commissions as a result of higher gross margin and stock compensation expense when compared to the prior year period. The HPP segment SG&A expenses increased $0.1 million for the three months ended December 31, 2024 as compared to the prior year period primarily due to trade show attendance and related time and travel as well as increased stock compensation expense.
Other Income/Expenses
The following table details Total other income (expense), net for the three months ended December 31, 2024 and 2023:
| | Three months ended | | | | ||||
| | | | | | | | | |
|
| December 31, 2024 |
| December 31, 2023 |
| $ Change | |||
| | (Amounts in thousands) | |||||||
Foreign exchange gain (loss) | | $ | 295 | | $ | (174) | | $ | 469 |
Interest expense | | | (77) | | | (49) | | | (28) |
Interest income | |
| 489 | |
| 496 | |
| (7) |
Other income, net | |
| 4 | |
| 10 | |
| (6) |
Total other income, net | | $ | 711 | | $ | 283 | | $ | 428 |
The $0.4 million increase in Total other income, net for the three months ended December 31, 2024 as compared to the same prior year period is primarily due to a net increase in Foreign exchange gain.
In consolidation, U.S. dollars and Euros are remeasured into the functional currency, British Pounds, of our U.K. subsidiary. This non-cash remeasurement is included in Foreign exchange gain (loss) on the income statement and the foreign exchange gain is primarily from the U.S. Dollar bank account. The US dollar strengthened relative to the British Pound for the three months ended December 31, 2024 causing a foreign exchange gain.
The interest income decrease of $7 thousand for the three months ended December 31, 2024 as compared to the prior year period is primarily due to higher interest income of $59 thousand from our Cash and cash equivalents from an increased average cash balance when compared to the prior year despite a decrease in interest rates, partially offset with a decrease of $52 thousand from interest income with financing sales in our TS U.S. division.
The Interest expense decrease of $28 thousand for the three months ended December 31, 2024 as compared to the prior year period is related to the TS U.S. division entering into multi-year contracts in prior years, which incur less interest expense as time elapses due to principal payments being made. Payments on these agreements contain both principal and interest expense. See Note 8 Accounts payable and accrued expenses, and Other noncurrent liabilities in Item 1 to this Quarterly Report on Form 10-Q for details.
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Income Taxes
An income tax benefit of $115 thousand was recorded for the three months ended December 31, 2024 compared to an income tax expense of $13 thousand in the same period of 2023. The difference between our effective income tax rate and the U.S. federal statutory rate are the impact of tax credits that we expect to be able to utilize against federal and state taxes and the change in valuation allowance maintained against certain state tax credits.
The income tax expense for the three months ended December 31, 2023 was primary driven by income earned in the United States.
Liquidity and Capital Resources
Our primary source of liquidity is our cash and cash equivalents and our line of credit.
Cash and cash equivalents increased by $0.1 million to $30.7 million as of December 31, 2024 from $30.6 million as of September 30, 2024.
The following is a summary of our cash flows for the three months ended December 31, 2024 and 2023:
| | Three months ended December 31, | ||||
|
| | |
| | |
(Dollar amounts in thousands) | | 2024 | | 2023 | ||
| | (Dollar amounts in thousands) | ||||
Net cash provided by (used in): |
| |
|
| |
|
Operating activities | | $ | 1,741 |
| $ | 1,673 |
Investing activities | | | (47) | | | (126) |
Financing activities | | | (1,587) | | | (1,182) |
Effect of exchange rate changes on cash | | | (38) | | | 29 |
Increase in cash and cash equivalents | | $ | 69 |
| $ | 394 |
Operating Activities
Cash provided by operating activities remained flat at $1.7 million for the three months ended December 31, 2024 and 2023. The changes from the prior year are primarily related to increased collections from Financing receivables of $0.8 million, decreased Inventory of $4.8 million, partially offset with decreased Accounts payable and accrued expenses of $4.3 million, and a decrease in pension liabilities of $0.7 million. Accounts payable and accrued expenses fluctuations are dependent on when vendor invoices are received as well as the related timing of the payments. The remaining differences are primarily related to timing differences in operating assets and liabilities.
Investing Activities
Cash used in investing activities was $47 thousand for the three months ended December 31, 2024 compared to $126 thousand used in investing activities for the prior year. The decrease in cash used from the prior year is primarily related to a decrease in purchases of property, equipment, and improvements.
Financing Activities
Cash used in financing activities was $1.6 million for the three months ended December 31, 2024 compared to $1.2 million for the prior year. The primary difference was the timing in the net borrowing on the line-of-credit, which for the three months ended December 31, 2024 we had a net payment of $1.6 million compared to a net payment of $0.8 million in the prior year. There was also a repayment of a note of $0.4 million in the prior year, which was the final payment.
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Other Liquidity and Capital Resources Items
After foreign currency remeasurement and translation, our cash held by our foreign subsidiary in the United Kingdom totaled approximately $4.5 million as of December 31, 2024, which consisted of 0.2 million Euros, 0.3 million British Pounds, and 4.1 million U.S. Dollars. This cash is included in our total Cash and cash equivalents reported within our financial statements. Due to the pension obligation in the U.K., we maintain a large balance of cash in the U.K. However, we have entered a buy-in agreement for the U.K. pension.
As of December 31, 2024 and September 30, 2024, the Company maintained a line of credit with a capacity of up to $15.0 million for inventory accessible to both the HPP and TS segments. This line of credit also includes the availability of a limited cash withdrawal of up to $1.0 million. Amounts of $12.4 million and $10.8 million were available as of December 31, 2024 and September 30, 2024, respectively. As of December 31, 2024 and September 30, 2024 there were no cash withdrawals outstanding. For further discussion of the Company’s line of credit, including its financial covenants, see Item 1, Note 9 Line of Credit.
We have multi-year agreements in which we sell certain customers goods and services with financing. This is on the Consolidated Balance Sheets as Financing receivables, net of allowances and Financing receivables due after one year, net of allowances. In the remainer of fiscal year 2025 we are scheduled to receive $2.4 million related to the financing receivables.
We also have multi-year agreements with vendors related to some of the financing agreements we have for customers, which are on the Consolidated Balance Sheets in Accounts payable and accrued expenses and Other noncurrent liabilities payables (long-term portion in other noncurrent liabilities). In the remainder of fiscal year 2025 we are scheduled to pay $2.6 million related to the payables. This number is higher than the amount to be received because the majority of vendor financing agreements include favorable negotiated terms in which the vendor payment terms extended beyond the customer receiable terms.
If cash generated from operations is insufficient to satisfy working capital requirements, we may need to access funds through bank loans or other means. If we are unable to secure additional financing, we may not be able to complete development or enhancement of products, take advantage of future opportunities, respond to competition, retain key employees, or continue to effectively operate our business.
Based on our current plans and business conditions, management believes that the Company’s available cash and cash equivalents, the cash generated from operations, and availability on our line of credit will be sufficient to provide for the Company’s working capital and capital expenditure requirements for at least 12 months from the date of this filing.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”). Our Chief Executive Officer, our Chief Financial Officer and other members of our senior management team supervised and participated in this evaluation. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management
31
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective, due to the fact that we are not yet able to conclude that the material weaknesses described in this Item 4 have been remediated by the changes we made in response to these material weaknesses.
As previously disclosed in Item 9A of our Annual Report on Form 10-K for the period ended September 30, 2024, our management identified two material weaknesses as of such date. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be able to be prevented or detected in a timely basis.
Material weakness 1 – Corporate credit cards
In August 2024 during its fiscal 2024 third quarter review the Company identified certain control deficiencies related to its business expense reimbursement and selected purchases policy and application of a legacy credit card program for Company credit cards. The control deficiencies arose out of a lack of adequate review and incomplete supporting documentation related to certain business expenses including those for reimbursement for Company credit card charges from a C level Company executive as well as an undocumented compensation agreement with regards to the use of credit card points which resulted in undisclosed compensation. The Audit Committee engaged a third party to investigate and analyze certain transactions made on the corporate credit card and it was not led by management. As of September 30, 2024, the C-level executive returned to the Company approximately $20,000 in aggregate related to the portion of the undisclosed compensation in excess of the intended compensation agreement. There were no subsequent amounts of undisclosed compensation returned to the company.
In response to these control deficiencies, the Company performed additional analysis and reconciliation around all the credit card activity, including reimbursement, purchases and review of the credit card use policies, assessed various alternatives to remediate this material weakness and implemented changes to our internal controls including implementation of additional review and confirmation process by designated employees and the termination of the legacy benefit program identified above.
During the preparation of our annual financial statements, we determined that the controls over the credit card process were not operating effectively, and the resulting control gap amounted to a material weakness in our controls over financial reporting. As a result, we concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2024. The COSO principles of Exercises oversight responsibility and develops control activities were not properly followed in our internal controls. Although we have implemented changes to our internal controls over financial reporting as described herein, as of December 31, 2024 we cannot conclude that the material weaknesses has been remediated.
Material weakness 2 – Income taxes
Management identified another material weakness in our internal controls over financial reporting for income taxes relating to current/non-current taxes payable, certain deferred tax assets and liabilities, and current and deferred tax expenses. We use a third-party provider to prepare our tax provision and related disclosures on a quarterly basis. The company reviews the provision and disclosures. We believe the material weakness occurred due to a lack of competency of the third-party provider and management needs to perform a more comprehensive review with the third-party preparer. Although we have implemented changes to our internal controls over financial reporting as described herein, as of December 31, 2024 we cannot conclude that the material weaknesses has been remediated.
Remediation of Material Weaknesses
We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that the material weaknesses are remediated as soon as possible. We believe we have made progress towards
32
remediation and continue to implement our remediation plan for the material weakness, which includes the following steps.
Material weakness 1 – Corporate credit cards
| ● | All points earned on the Company credit cards will accrue only to the benefit of the Company. |
| ● | The Company updated its Credit Card purchase and Reimbursement Policy and has taken steps to ensure the Expense Policy is followed with documentation and proper approvals. |
| ● | In fiscal year 2025, internal audit will test a reasonable number of selections from all corporate credit card expenses monthly and report findings directly to the Company’s CFO. If there is an exception, this will be reported to the Audit Committee |
| ● | Quarterly a summary report of Credit card internal audit results will be reported to the Audit Committee. |
Material weakness 2 – Income taxes
| ● | Hired a new accounting firm with global expertise as our new third-party tax provider to prepare tax provisions and corporate income tax returns. We intend to use this firm to assist with enhancing internal controls over financial reporting for income taxes and developing and implementing a remediation plan. |
| ● | Hold quarterly meetings with our new third-party tax provider to discuss changes in tax law, key aspects of our quarterly/annual provisions and required updates to provisions, deciding a course of action and documenting such actions, review and approval of the tax data by senior members of our finance team and final discussion, review and approval of the third-party provider prepared provisions and returns. |
| ● | Provide income tax accounting training to those involved in the review of the tax data from our third-party tax provider. |
We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
The process of designing and implementing an effective accounting and financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain an accounting and financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2024, with the exception of the changes described above within this Item 4 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk factors
There have been no material changes to the risk factors set forth in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Item 5. Other
During the three months ended December 31, 2024, no director or officer of the Company
Item 6. Exhibits
Number |
| Description |
31.1* | | Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Executive Officer |
| | |
31.2* | | Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Financial Officer |
| | |
32.1* | | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer |
| | |
101* | | The following financial statements for the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024, (b) our Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023, (c) our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended December 31, 2024 and 2023, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three months ended December 31, 2024 and 2023, (e) our Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023 and (f) the Notes to such Condensed Consolidated Financial Statements. |
104* | | The cover page from this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in inline XBRL. |
* Filed Herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSP INC. | |
| | |
February 10, 2025 | By: | /s/ Victor Dellovo |
| | Victor Dellovo |
| | Chief Executive Officer, |
| | President and Director |
| | |
February 10, 2025 | By: | /s/ Gary W. Levine |
| | Gary W. Levine |
| | Chief Financial Officer |
34
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Victor Dellovo, certify that:
1.I have reviewed this quarterly report on Form 10-Q of CSP Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 10, 2025 |
|
/s/ Victor Dellovo |
Victor Dellovo |
Chief Executive Officer; |
President and Director |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary W. Levine, certify that:
1.I have reviewed this quarterly report on Form 10-Q of CSP Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 10, 2025 |
|
/s/Gary W. Levine |
Gary W. Levine |
Chief Financial Officer |
Exhibit 32.1
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CSP Inc. (the “Company”) for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned Chief Executive Officer, President and Chairman and Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 10, 2025 | By: | /s/ Victor Dellovo |
| | Victor Dellovo |
| | Chief Executive Officer; |
| | President and Chairman |
| | |
February 10, 2025 | By: | /s/ Gary W. Levine |
| | Gary W. Levine |
| | Chief Financial Officer |