0001628280-15-004256.txt : 20150515 0001628280-15-004256.hdr.sgml : 20150515 20150515153632 ACCESSION NUMBER: 0001628280-15-004256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150513 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 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: 15868667 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 item2023-31x15.htm 8-K Item 2.02 3-31-15
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): May 13, 2015

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
01827-3901
(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 May 13, 2015, CSP Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal year 2015 which ended on March 31, 2015. 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 May 13, 2015.



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: May 14, 2015

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


EX-99.1 2 a10q3-31x15991x01.htm EXHIBIT 99.1 10Q 3-31-15 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 Second-Quarter Fiscal 2015 Financial Results
BILLERICA, Mass., May 13, 2015 (GLOBE NEWSWIRE) -- CSP Inc. (Nasdaq:CSPI), a provider of IT solutions and high-performance Ethernet products for diverse applications, today reported financial results for the second quarter of fiscal 2015 ended March 31, 2015.
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 May 29, 2015 payable June 10, 2015.
Management Comments
"Our second-quarter results remained soft, as expected, given that we did not foresee any plane royalty revenue from E-2D planes until the second half of fiscal 2015," said President and Chief Executive Officer Victor Dellovo. "At the same time, we accomplished a great deal from a strategic and operational perspective that sets us up very well for the second half of the year, and even more so in fiscal 2016 and beyond."
"At our High-Performance Products (HPP) division, we once again posted a strong quarter from Myricom's current product suite, which we initially had expected to decline over time," said Dellovo. "Sales of these products have surpassed our expectations and our sales force is being aggressive in driving demand. The fourth generation of Myricom network adapters we introduced last week are focused on the financial services market, where they will be used in high-frequency trading, and the packet capture market, which will enable customers to monitor what is happening in their network at very high speeds. We expect sales of these products to ramp up as we flow products through the channel. We anticipate recording meaningful revenue from the next-generation products in the fourth quarter of this fiscal year."
"At our Technology Solutions (TS) division, our managed services pipeline continues to grow," said Dellovo. "Demand is very strong, and we are encouraged by the fact that we're in the running for increasingly larger deals. At the same time, managed services has a much longer sales cycle than our legacy business, but the pay-off will be well worth the wait. When these deals begin to close, we will have a larger recurring revenue stream, and at higher margins than our traditional sales."
"Looking forward, we expect to receive royalty revenues for five E2-D planes in the last two quarters of fiscal 2015, providing a significant benefit to both our top and bottom lines. In addition, with the launch of our new Myricom products, we expect to see incremental revenue from that business throughout the year. We also have significant upside within our Technology Solutions division, once managed services pipelines start closing at a faster rate."
Financial Results
For the second quarter of fiscal 2015, revenue was $18.9 million compared with $20.9 million in the second quarter a year ago. Foreign exchange had a negative effect on revenue of $1.3 million for the quarter.


Exhibit 99.1

Gross margin for the second quarter was 21.4% compared with 24.3% for the prior-year period. The decrease was the result of recording $741,000 in royalty revenues in the second quarter last year and no plane royalty revenues this year, as well as lower Technology Solutions division revenues.
Net loss for the second quarter was $675,000, or a loss of $0.19 per share, compared with net income of $167,000, or $0.05 per diluted share, in the second quarter of fiscal 2014.
Cash and short-term investments were $9.0 million compared with $16.4 million at year-end September 30, 2014. The decrease was primarily due to the changes in working capital (accounts receivable and payable, inventory and other current assets), loss for the six months, payment of dividends and foreign exchange.  CSPi'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 its Technology Solutions divisions. 
Conference Call Details
CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSPi's financial results and provide a business update. To listen to a live webcast of the call, please visit the "Investor Relations" section of the company's website at www.cspi.com. Individuals may also listen to the call via telephone, by dialing (866) 952-7532 or (785) 424-1834. 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 receiving royalty revenues for five E2-D planes in the last two quarters of fiscal 2015 , the launch of new Myricom products, and expectations that revenue from Myricom will incrementally ramp throughout the 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 CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
 
 
 
 
March 31, 2015
 
September 30, 2014
Assets
 
 
 
Current assets:
 
 
 
  Cash and short-term investments
$
9,022

 
$
16,448

  Accounts receivable, net
14,643

 
12,532

  Inventories
7,031

 
6,446

  Other current assets
4,692

 
4,020

     Total current assets
35,388

 
39,446

Property, equipment and improvements, net
1,341

 
1,472

Other assets
5,398

 
5,389

Total assets
$
42,127

 
$
46,307

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
13,199

 
14,511

Pension and retirement plans
9,312

 
10,440

Non-current liabilities
72

 
69

Total Liabilities
22,583

 
25,020

Shareholders’ equity
19,544

 
21,287

Total liabilities and shareholders’ equity
$
42,127

 
$
46,307




























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 six months ended,
 
March 31, 2015
 
March 31, 2014
 
March 31, 2015
 
March 31, 2014
Sales:
 
 
 
 
 
 
 
   Product
$
14,195

 
$
14,319

 
$
29,848

 
$
29,068

   Service
4,682

 
6,584

 
9,459

 
13,167

        Total sales
18,877

 
20,903

 
39,307

 
42,235

 
 
 
 
 
 
 
 
Cost of Sales:
 
 
 
 
 
 
 
   Product
11,380

 
11,668

 
24,513

 
24,389

   Service
3,454

 
4,153

 
6,796

 
8,231

   Amortization of inventory step-up and intangibles

 

 

 

        Total cost of sales
14,834

 
15,821

 
31,309

 
32,620

 
 
 
 
 
 
 
 
   Gross profit
4,043

 
5,082

 
7,998

 
9,615

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
   Engineering and development
826

 
792

 
1,679

 
1,427

   Selling, general & administrative
3,856

 
3,957

 
7,879

 
7,977

        Total operating expenses
4,682

 
4,749

 
9,558

 
9,404

 
 
 
 
 
 
 
 
Bargain purchase gain on acquisition

 

 

 
462

 
 
 
 
 
 
 
 
Operating income (loss)
(639
)
 
333

 
(1,560
)
 
211

 
 
 
 
 
 
 
 
Other income (expense), net
(129
)
 
(48
)
 
(162
)
 
(74
)
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(768
)
 
285

 
(1,722
)
 
599

Income tax expense (benefit)
(93
)
 
118

 
(610
)
 
86

 
 
 
 
 
 
 
 
Net income (loss)
$
(675
)
 
$
167

 
$
(1,112
)
 
$
513

 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(649
)
 
$
161

 
$
(1,072
)
 
$
495

 
 
 
 
 
 
 
 
Income (loss) per share - basic
$
(0.19
)
 
$
0.05

 
$
(0.31
)
 
$
0.14

Weighted average shares outstanding - basic
3,525

 
3,446

 
3,507

 
3,439

 
 
 
 
 
 
 
 
Income (loss) per share - diluted
$
(0.19
)
 
$
0.05

 
$
(0.31
)
 
$
0.14

Weighted average shares outstanding - diluted
3,525

 
3,493

 
3,507

 
3,484