0000356037-14-000020.txt : 20140811 0000356037-14-000020.hdr.sgml : 20140811 20140808155413 ACCESSION NUMBER: 0000356037-14-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140808 DATE AS OF CHANGE: 20140808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSP INC /MA/ CENTRAL INDEX KEY: 0000356037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042441294 STATE OF INCORPORATION: MA FISCAL YEAR END: 1219 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10843 FILM NUMBER: 141027400 BUSINESS ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 9786637598 MAIL ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 8-K 1 item2026-30x14resultsofope.htm 8-K Item 2.02 6-30-14 Results of Operations and Financial Condition

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): August 6, 2014

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

Massachusetts
(State or other jurisdiction of incorporation)


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


43 Manning Road, Billerica, Massachusetts 01821-3901
(Address of principal executive offices) (Zip Code)


(978) 663-7598
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))




Item 2.02   Results of Operations and Financial Condition.

On August 6, 2014, CSP Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2014 which ended on June 30, 2014. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(c)    Exhibits
99.1    Press Release Dated August 6, 2014.




SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSP INC.
                    

Date: August 8, 2014    

By: /s/Gary W. Levine
Gary W. Levine
Vice President Finance and
Chief Financial Officer






























EX-99..1 2 a10q6-30x14991x01.htm EXHIBIT 10Q 6-30-14 99.1 - 01
Exhibit 99.1

Contact:    Gary Levine                            
Chief Financial Officer
CSP Inc.
Tel: 978.663.7598 ext. 1200            
Fax: 978.663.0150


CSP Inc. Reports Third-Quarter Fiscal 2014 Financial Results

Announces Quarterly Dividend

BILLERICA, MA, August 6, 2014 - CSP Inc. (NASDAQ: CSPI), a provider of IT solutions, systems integration services and dense cluster computing systems, today reported financial results for the third quarter of fiscal 2014 ended June 30, 2014.

The Company also announced that its board of directors has voted to pay its quarterly dividend of $.11
per share to shareholders of record August 21, 2014 payable August 29, 2014.
Management Comments
“We performed well in the third quarter on the strength of our High-Performance Products & Solutions (HPPS) segment, driven by continued solid Myricom sales as well as royalty revenue from the E-2D,” said President and Chief Executive Office Victor Dellovo. “In the HPPS segment, we recorded $1.9 million in royalty revenue related to three E-2D planes. We had already received royalty revenues related to two planes in the first half of the fiscal year, so we have reached our target of receiving royalty revenues for five planes in FY 2014.”
“At our IT Solutions segment, another strong quarter in Germany was offset by continued softness in the US. We won a contract for professional services for a major international airport to provide a complete physical and wireless/RF site survey and complete redesign of their wireless infrastructure. Wireless is a significant area of growth for us and this is one of our largest wins to date. While our investments in engineering are creating near-term pressure on margins, we are enthusiastic about the prospects for long-term margin appreciation that we expect will result from our managed services strategy.”
“Looking ahead, we have the right strategy to take advantage of many opportunities in our markets,” said Dellovo. “At IT Solutions, we are seeing the initial success of our effort to focus on high-margin managed service business, and our pipeline is growing. At the HPPS segment, we are encouraged by the promise of growth and customer diversity from Myricom, and we look forward to capitalizing on future opportunities with the E-2D as production continues through fiscal year 2018.”

Financial Results
For the third quarter of fiscal 2014, revenue was $22.6 million compared with $19.0 million in the year-ago quarter. For the nine-month period, revenue was $64.9 million compared with $65.7 million in the nine-month period of fiscal 2013. Foreign exchange had positive effects on revenue of $400,000 for the three-month period and $1.0 million for the nine-month period of fiscal 2014.

Gross margin for the third quarter was 27% for three month period compared with 20% for the prior-year. Gross margin for the nine-month period increased to 24% from 21% in fiscal 2013 due to a greater mix of High Performance Products and Solutions products, which carry higher margins.



Exhibit 99.1

Net income for the third quarter was $899,000, or $0.25 per diluted share, compared with a net loss of $478,000, or $0.14 per share, in the third quarter of fiscal 2013. Net income for the first nine months of fiscal 2014 was $1.4 million, or $0.39 per diluted share, compared with $377,000, or $0.11 per diluted share, in the same period of fiscal 2013.

Cash and short-term investments decreased by $2.2 million from $18.6 million at year-end fiscal 2013 to $16.5 million as of June 30, 2014. CSP’s cash position may vary significantly from quarter to quarter due to the high working capital requirements needed to fund large projects at both its High Performance Products and Solutions and its IT Solutions segments.

Conference Call Details
CSP Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSP’s financial results and provide a business update. To listen to a live webcast of the call, please visit the “Investor Relations” section of the Company’s website at www.cspi.com. Individuals may also listen to the call via telephone, by dialing (866) 952-7535 or (785) 424-1836 and referencing the conference ID, CSPQ314. For interested parties unable to participate in the live call, an archived version of the webcast will be available for approximately one year on CSP’s website.

About CSP Inc.
Based in Billerica, Massachusetts and founded in 1968, CSP Inc. and its subsidiaries develop and market IT integration solutions and high-performance computer systems to meet the diverse requirements of our industrial, commercial, and defense customers worldwide.
CSP, Inc's High Performance Products & Solutions segment includes the MultiComputer Division, which designs and manufactures commercial high-performance computer signal processing systems for a variety of complex real time applications in defense and commercial markets. The Company also owns Myricom, a pioneer in high performance computing interconnect technology. Founded in 1970, Modcomp, Inc. is part of CSPI's Information Technology Solutions segment, and has offices in North America and Europe. Modcomp provides solutions and services for complex IT environments including disaster recovery, mobility, managed services, security, data center management, and collaboration. More information about CSP, Inc. is available at www.cspi.com. To learn more about Myricom or Modcomp, Inc., please visit www.myricom.com and www.modcomp.com.

Safe Harbor
The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include, but are not limited to, won a contract for professional services for a major international airport to provide a complete physical and wireless/RF site survey and complete redesign of their wireless infrastructure, we look forward to capitalizing on future opportunities with the E-2D as production continues through fiscal year 2018. The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the SEC. Please refer to the section on forward-looking statements included in the Company's filings with the Securities and Exchange Commission.



Exhibit 99.1

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
 
 
 
 
June 30, 2014
 
September 30, 2012
Assets
 
 
 
Current assets:
 
 
 
  Cash and short-term investments
$
16,450

 
$
18,619

  Accounts receivable, net
15,775

 
13,529

  Inventories
6,868

 
4,791

  Other current assets
3,959

 
3,979

     Total current assets
43,052

 
40,918

Property, equipment and improvements, net
1,446

 
1,420

Other assets
5,241

 
4,887

Total assets
$
49,739

 
$
47,225

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
17,364

 
15,125

Pension and retirement plans
8,680

 
8,660

Non-current liabilities
67

 
405

Total Liabilities
26,111

 
24,190

Shareholders’ equity
23,628

 
23,035

Total liabilities and shareholders’ equity
$
49,739

 
$
47,225




























Exhibit 99.1

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
 
For the three months ended,
 
For the nine months ended,
 
June 30, 2014
 
June 30, 2013
 
June 30, 2014
 
June 30, 2013
Sales:
 
 
 
 
 
 
 
   Product
$
15,677

 
$
14,783

 
$
44,745

 
$
49,625

   Service
6,959

 
4,250

 
20,126

 
16,101

        Total sales
22,636

 
19,033

 
64,871

 
65,726

 
 
 
 
 
 
 
 
Cost of Sales:
 
 
 
 
 
 
 
   Product
13,048

 
12,284

 
37,270

 
41,184

   Service
3,474

 
2,914

 
11,705

 
10,763

   Amortization of inventory step-up and intangibles
10

 

 
177

 

        Total cost of sales
16,532

 
15,198

 
49,152

 
51,947

 
 
 
 
 
 
 
 
   Gross profit
6,104

 
3,835

 
15,719

 
13,779

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
   Engineering and development
945

 
437

 
2,372

 
1,261

   Selling, general & administrative
4,192

 
4,065

 
12,169

 
11,790

        Total operating expenses
5,137

 
4,502

 
14,541

 
13,051

 
 
 
 
 
 
 
 
Bargain purchase gain on acquisition

 

 
462

 

 
 
 
 
 
 
 
 
Operating income (loss)
967

 
(667
)
 
1,178

 
728

 
 
 
 
 
 
 
 
Other income (expense), net
(104
)
 
2

 
(178
)
 
36

 
 
 
 
 
 
 
 
Income (loss) before income taxes
863

 
(665
)
 
1,462

 
764

Income tax expense (benefit)
(36
)
 
(187
)
 
50

 
387

 
 
 
 
 
 
 
 
Net income (loss)
$
899

 
$
(478
)
 
$
1,412

 
$
377

 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
863

 
$
(468
)
 
$
1,361

 
$
369

 
 
 
 
 
 
 
 
Income (loss) per share - basic
$
0.25

 
$
(0.14
)
 
$
0.40

 
$
0.11

Weighted average shares outstanding - basic
3,451

 
3,396

 
3,442

 
3,378

 
 
 
 
 
 
 
 
Income (loss) per share - diluted
$
0.25

 
$
(0.14
)
 
$
0.39

 
$
0.11

Weighted average shares outstanding - diluted
3,499

 
3,396

 
3,488

 
3,432