0000356037-17-000029.txt : 20170301 0000356037-17-000029.hdr.sgml : 20170301 20170301142212 ACCESSION NUMBER: 0000356037-17-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 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: 17653282 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 item20212-31x16.htm 8-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 23, 2017

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.)

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

(978) 954-5038
(Registrant’s telephone number, including area code)

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

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 February 23, 2017, CSP Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2017 which ended on December 31, 2016. 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 February 23, 2017.



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: March 01, 2017

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


EX-99.1 2 a10q12-31x16991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1


Contact:    Gary Levine                            
Chief Financial Officer
CSP Inc.
Tel: 978-954-5040            
Fax: 978-455-3251


CSP Inc. Reports First-Quarter Fiscal 2017 Financial Results
LOWELL, MA, February 23, 2017 - CSP Inc. (NASDAQ: CSPI), a provider of IT solutions and high-performance Ethernet products for diverse applications, today reported financial results for the first quarter of fiscal 2017 ended December 31, 2016.
The Company also announced that its board of directors has voted to pay its quarterly dividend of $0.11 per share to shareholders of record March 3, 2017 payable March 17, 2017.
    
Management Comments

“Our first-quarter performance was affected by a difficult comparison year-over year on the top line, while restructuring actions to improve our long-term operating results had a short-term negative effect on the bottom line,” said Chief Executive Officer Victor Dellovo. “First-quarter revenues were down 16% mostly due to a difficult comparison in Germany with the first quarter of the prior year, when we recognized revenues from a large product order from one of our major customers. We reported a net loss per share of $0.01 versus net income per diluted share of $0.07 a year ago, due to the realignment of our engineering team to focus on security services versus legacy offerings.”

“In our High Performance Products business, we’re gearing up to launch our new Myricom nVoy Series 10Gbit Packet Recorder and Myricom nVoy Series 1-100Gbit Packet Broker. The nVoy Series gives security teams the ability to isolate and closely monitor access to data that most matters to their organizations, such as personally identifiable information (PII) or intellectual property (IP). The nVoy series was announced at the RSA Conference in San Francisco. We received royalty revenues from one E-2D plane in addition to some additional royalty revenue on a second plane. Looking ahead, our expectation is to receive royalties from two planes in Q2 and three additional planes in the back half of the fiscal year. In our Technology Solutions business, our managed services pipeline is strong, our recurring revenue stream continues to grow, and our cross-selling strategy is taking hold.”

“Looking forward, we are expecting improved performance in the second quarter given our backlog in both of the divisions. Longer term, we are making very good progress against our strategic initiatives and we are positioning CSP to capitalize on many growth opportunities.”

Financial Results

For the first quarter of fiscal 2017, revenue was $19.9 million compared with $23.7 million in the first quarter a year ago.

Gross margin for the first quarter of fiscal 2017 grew to 22.4% from 21.9% for the prior-year period due to the product mix of the High Performance Products with increased royalty sales.

Net loss for the first quarter of fiscal 2017 was $43,000, or $0.01 per share, compared with net income of $283,000, or $0.07 per diluted share, in the first quarter of fiscal 2016.


Exhibit 99.1

Cash and short-term investments increased to $15.0 million at the end of the first quarter of fiscal 2017 from $13.1 million at the end of fiscal 2016.
Conference Call Details
CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 9:00 a.m. (ET) tomorrow (February 24) to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, please visit the “Investor Relations” section of the company’s website at www.cspi.com. Individuals may also listen to the call via telephone, by dialing 888-632-3382 or 785-424-1677. For interested parties unable to participate in the live call, an archived version of the webcast will be available for approximately one year on CSPi’s website.

About CSP Inc.
CSPi (NASDAQ: CSPI) maintains two distinct and dynamic divisions - High Performance Products and Technology Solutions - with a shared vision for technology excellence. CSPi’s High Performance Products division offers extreme-performance Ethernet products for diverse applications, including cybersecurity, financial trading, content creation/distribution, storage networking applications, as well computer signal processing systems. CSPi’s Technology Solutions division provides innovative technology solutions for network solutions, wireless & mobility, unified communications & collaboration, data center solutions, advanced security, along with professional and managed services across those technology focus areas. CSPi Technology Solutions works with the world’s leading IT software and infrastructure companies to create solutions for the unique IT requirements of its customers. For more information, please visit www.cspi.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, those related to our expectation is to receive royalties from two planes in Q2 and three additional planes in the back half of the fiscal year. 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 CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
 
 
 
 
December 31, 2016
 
September 30, 2016
Assets
 
 
 
Current assets:
 
 
 
  Cash and short-term investments
$
15,039

 
$
13,103

  Accounts receivable, net
16,994

 
19,564

  Inventories
6,539

 
5,580

  Deferred costs
2,107

 
635

  Other current assets
2,823

 
2,917

     Total current assets
43,502

 
41,799

Property, equipment and improvements, net
1,586

 
1,680

Other assets
5,614

 
5,228

Total assets
$
50,702

 
$
48,707

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
$
19,823

 
$
17,383

Pension and retirement plans
12,802

 
13,441

Non-current liabilities
219

 
228

Shareholders’ equity
17,858

 
17,655

Total liabilities and shareholders’ equity
$
50,702

 
$
48,707




























Exhibit 99.1

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
 
For the three months ended,
 
December 31, 2016
 
December 31, 2015
Sales:
 
 
 
   Product
$
14,638

 
$
17,003

   Services
5,278

 
6,673

        Total sales
19,916

 
23,676

 
 
 
 
Cost of Sales:
 
 
 
   Product
12,225

 
14,236

   Services
3,239

 
4,250

        Total cost of sales
15,464

 
18,486

 
 
 
 
   Gross profit
4,452

 
5,190

 
 
 
 
Operating expenses:
 
 
 
   Engineering and development
596

 
799

   Selling, general & administrative
3,958

 
4,048

        Total operating expenses
4,554

 
4,847

 
 
 
 
Operating income (loss)
(102
)
 
343

 
 
 
 
Other income (expense), net
44

 
28

 
 
 
 
Income (loss) before income taxes
(58
)
 
371

Income tax expense (benefit)
(15
)
 
88

 
 
 
 
Net income (loss)
$
(43
)
 
$
283

 
 
 
 
Net income (loss) attributable to common stockholders
$
(43
)
 
$
274

 
 
 
 
Income (loss) per share - basic
$
(0.01
)
 
$
0.08

Weighted average shares outstanding - basic
3,671

 
3,569

 
 
 
 
Income (loss) per share - diluted
$
(0.01
)
 
$
0.07

Weighted average shares outstanding - diluted
3,671

 
3,726