Quarterly Report (10-q)

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Table of Contents

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-10843

CSP Inc.

(Exact name of Registrant as specified in its charter)


Massachusetts	04-2441294
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(978)-954-5038

(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. Yes ⌧ No ◻.

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). Yes ⌧ No ◻.

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	◻

Non-accelerated filer	⌧	Smaller reporting company	⌧

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
Common Stock, par value $0.01 per share	CSPI	Nasdaq Global Market

As of May 5, 2023, the registrant had 4,710,574 shares of common stock issued and outstanding.

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INDEX

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2023 and September 30, 2022	3

	Condensed Consolidated Statements of Operations for the three and six months March 31, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statement of Shareholders’ Equity for the three and six months ended March 31, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	36

Item 6.	Exhibits	37

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)


	March 31,		September 30,
	2023		2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,312	$	23,982
Investments - held-to-maturity		3,533		—
Accounts receivable, net of allowances of $106 and $88		22,128		22,993
Investment in lease, net-current portion		14		17
Inventories		6,342		4,372
Refundable income taxes		822		1,050
Other current assets		4,746		7,043
Total current assets		50,897		59,457


Property, equipment and improvements, net		657		647
Operating lease right-of-use assets		862		1,160
Intangibles, net		53		10
Investment in lease, net-less current portion		9		3
Long-term receivable		6,705		7,412
Cash surrender value of life insurance		5,275		5,163
Pension benefits assets		1,453		1,099
Other assets		113		111
Total assets	$	66,024	$	75,062

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	13,929	$	22,463
Line of credit		1,338		3,124
Notes payable - current portion		438		427
Deferred revenue		3,702		4,058
Pension and retirement plans		110		110
Total current liabilities		19,517		30,182
Pension and retirement plans		1,253		1,337
Notes payable - noncurrent portion		—		449
Operating lease liabilities - noncurrent portion		438		623
Income taxes payable		462		462
Other noncurrent liabilities		2,906		3,046
Total liabilities		24,576		36,099

Shareholders’ equity:
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,711 and 4,554 shares, respectively		48		46
Additional paid-in capital		20,113		19,476
Retained earnings		27,773		26,769
Accumulated other comprehensive loss		(6,486)		(7,328)
Total shareholders’ equity		41,448		38,963
Total liabilities and shareholders’ equity	$	66,024	$	75,062

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

(Unaudited)


	Three months ended				Six months ended
	March 31,		March 31,		March 31,		March 31,
	2023		2022		2023		2022
Sales:
Product	$	8,988	$	8,217	$	23,209	$	16,937
Services		4,281		3,764		8,404		7,413
Total sales		13,269		11,981		31,613		24,350

Cost of sales:
Product		6,580		6,265		17,351		13,542
Services		1,699		1,516		3,455		2,994
Total cost of sales		8,279		7,781		20,806		16,536

Gross profit		4,990		4,200		10,807		7,814

Operating expenses:
Engineering and development		858		717		1,694		1,344
Selling, general and administrative		3,895		3,507		7,512		6,890
Total operating expenses		4,753		4,224		9,206		8,234

Operating income (loss)		237		(24)		1,601		(420)

Other income (expense):
Foreign exchange (loss) gain		(115)		176		(616)		159
Interest expense		(62)		(101)		(126)		(206)
Interest income		325		126		586		271
Other income (expense), net		7		(16)		41		3
Total other income (expense), net		155		185		(115)		227
Income (loss) before income taxes		392		161		1,486		(193)
Income tax expense		71		5		204		17
Net income (loss)	$	321	$	156	$	1,282	$	(210)
Net income (loss) attributable to common shareholders	$	302	$	148	$	1,205	$	(210)

Net income (loss) per common share - basic	$	0.07	$	0.03	$	0.28	$	(0.05)
Weighted average common shares outstanding – basic		4,391		4,274		4,342		4,237

Net income (loss) per common share - diluted	$	0.07	$	0.03	$	0.27	$	(0.05)
Weighted average common shares outstanding – diluted		4,462		4,285		4,395		4,237

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands)

(Unaudited)


	Three months ended				Six months ended
	March 31,		March 31,		March 31,		March 31,
	2023		2022		2023		2022
Net income (loss)	$	321	$	156	$	1,282	$	(210)
Foreign currency translation gain (loss) adjustments, net		178		(181)		842		(152)
Total comprehensive income (loss)	$	499	$	(25)	$	2,124	$	(362)

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the three months ended March 31, 2023 and 2022:

(Amounts in thousands, except per share data)

(Unaudited)




								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Three Months Ended March 31, 2023:	Shares	Amount		Capital		Earnings		loss		Equity
Balance as of December 31, 2022	4,555	$	46	$	19,735	$	27,593	$	(6,664)	$	40,710
Net income	—		—		—		321		—		321
Other comprehensive income	—		—		—		—		178		178
Stock-based compensation	—		—		280		—		—		280
Restricted stock issuance	142		2		—		—		—		2
Issuance of shares under employee stock purchase plan	14		—		98		—		—		98
Cash dividends paid on common stock ($0.03 per share)	—		—		—		(141)		—		(141)
Balance as of March 31, 2023	4,711	$	48	$	20,113	$	27,773	$	(6,486)	$	41,448

								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Three Months Ended March 31, 2022:	Shares	Amount		Capital		Earnings		loss		Equity
Balance as of December 31, 2021	4,394	$	44	$	18,483	$	24,825	$	(9,419)	$	33,933
Net income	—		—		—		156		—		156
Other comprehensive loss	—		—		—		—		(181)		(181)
Stock-based compensation	—		—		247		—		—		247
Restricted stock issuance	141		2		—		—		—		2
Issuance of shares under employee stock purchase plan	11		—		90		—		—		90
Purchase of common stock	(13)		—		—		(100)		—		(100)
Balance as of March 31, 2022	4,533	$	46	$	18,820	$	24,881	$	(9,600)	$	34,147

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the six months ended March 31, 2023 and 2022:

(Amounts in thousands, except per share data)

(Unaudited)


								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Six months ended March 31, 2023:	Shares	Amount		Capital		Earnings		loss		Equity
Balance as of September 30, 2022	4,554	$	46	$	19,476	$	26,769	$	(7,328)	$	38,963
Net income	—		—		—		1,282		—		1,282
Other comprehensive income	—		—		—		—		842		842
Stock-based compensation	—		—		539		—		—		539
Restricted stock issuance	143		2		—		—		—		2
Issuance of shares under employee stock purchase plan	14		—		98		—		—		98
Cash dividends paid on common stock ($0.06 per share)	—		—		—		(278)		—		(278)
Balance as of March 31, 2023	4,711	$	48	$	20,113	$	27,773	$	(6,486)	$	41,448

								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Six months ended March 31, 2022:	Shares	Amount		Capital		Earnings		loss		Equity
Balance as of September 30, 2021	4,394	$	45	$	18,258	$	25,191	$	(9,448)	$	34,046
Net loss	—		—		—		(210)		—		(210)
Other comprehensive loss	—		—		—		—		(152)		(152)
Stock-based compensation	—		—		472		—		—		472
Restricted stock cancellation	—		(1)		—		—		—		(1)
Restricted stock issuance	141		2		—		—		—		2
Issuance of shares under employee stock purchase plan	11		—		90		—		—		90
Purchase of common stock	(13)		—		—		(100)		—		(100)
Balance as of March 31, 2022	4,533	$	46	$	18,820	$	24,881	$	(9,600)	$	34,147

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Six months ended
	March 31,		March 31,
	2023		2022
Operating activities
Net income (loss)	$	1,282	$	(210)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		171		175
Amortization of intangibles		6		5
Loss on sale of fixed assets, net		—		1
Foreign exchange loss (gain)		616		(159)
Provision for losses (recoveries) on accounts receivable		15		(45)
Provision for obsolete inventory		70		21
Amortization of lease right-of-use assets		299		360
Stock-based compensation expense on stock options and restricted stock awards		539		472
(Decrease) increase in cash surrender value of life insurance		(49)		156

Changes in operating assets and liabilities:
Decrease in accounts receivable		851		1,687
Increase in life insurance receivable		—		(322)
Increase in inventories		(2,037)		(87)
Decrease (increase) in refundable income taxes		228		(55)
Increase in operating lease right-of-use assets		(1)		(42)
Decrease in other assets		2,311		1,005
(Increase) decrease in investment in lease		(3)		34
Decrease in long-term receivable		706		2,179
Decrease in accounts payable and accrued expenses		(8,480)		(3,743)
Increase in interest payable		59		42
Decrease in operating lease liabilities		(304)		(321)
(Decrease) increase in deferred revenue		(356)		771
Decrease in pension and retirement plans liabilities		(309)		(244)
Decrease in other long-term liabilities		(140)		(407)
Net cash (used in) provided by operating activities		(4,526)		1,273

Investing activities
Life insurance premiums paid		(64)		(60)
Purchase of held-to-maturity investments		(3,533)		—
Proceeds from sales of property, equipment, and improvements		—		2
Additions of intangible assets		(51)		—
Purchases of property, equipment and improvements		(181)		(195)
Net cash used in investing activities		(3,829)		(253)

Financing activities
Dividends paid		(278)		—
Net borrowing under line-of-credit agreement		(1,786)		(62)
Repayments on notes payable		(406)		(559)
Principal payments on finance leases		(2)		(23)
Purchase of common stock		—		(100)
Proceeds from issuance of shares under equity compensation plans		98		90
Net cash used in financing activities		(2,374)		(654)
Effects of exchange rate on cash		59		(41)
Net (decrease) increase in cash and cash equivalents		(10,670)		325
Cash and cash equivalents beginning of year		23,982		20,007
Cash and cash equivalents end of year	$	13,312	$	20,332

Supplementary cash flow information:
Cash paid for income taxes	$	35	$	—
Cash paid for interest	$	73	$	184

Supplementary non-cash financing activities:
Customer financing for inventory sold (see Note 6 Accounts and Long-Term Receivable for details)	$	2,852	$	450

See accompanying notes to unaudited condensed consolidated financial statements.

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CSP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023

Organization and Business

CSP Inc. ("CSPi" or "CSPI" or "the Company" or "we" or "our") was incorporated in 1968 and is based in Lowell, Massachusetts. CSPi and its subsidiaries develop and market IT integration solutions, advanced security products, managed IT services, purpose built network adapters, and high-performance cluster computer systems to meet the diverse requirements of its commercial and defense customers worldwide. The Company operates in two segments, its Technology Solutions (“TS”) segment and High Performance Products (“HPP”) segment.

1. Basis of Presentation and New Significant Accounting Policy

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, 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, 2022.

New Significant Accounting Policy – Held-to-maturity investment securities

Our held-to-maturity investments consist of treasury bills, which mature at different intervals with the last maturity date in August of 2023. These investments are stated at amortized cost. The carrying value of these investments as of March 31, 2023 was $3.5 million and we did not have any outstanding investments as of September 30, 2022. We did not record any gains or losses on these securities during the six months ended March 31, 2023. The estimated fair value of these investments approximated their carrying values of March 31, 2023. We do not intend to sell these investments.

2. Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions are related to reserves for bad debt, reserves for inventory obsolescence, the impairment assessment of intangible assets, right-of-use assets and lease liabilities, and the calculation of standalone selling price for revenue recognition, the calculation of liabilities related to deferred compensation and retirement plans and the calculation of income tax liabilities. Actual results may differ from those estimates under different assumptions or conditions.

3. Recent Accounting Pronouncements

New accounting standards not adopted as of March 31, 2023

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), an amendment of the FASB Accounting Standards Codification. This ASU will change how entities account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. Additionally, there will be a significant increase in the amount of disclosures by year of origination for certain financing receivables. For public entities classified as a smaller reporting company, the new standard is effective for annual periods beginning after

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December 15, 2022 (ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates), including interim periods within that annual period. The Company is evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures.

4. 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.

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 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 30 days of inception. Any products with a standard warranty are treated as a warranty obligation under ASC 460, Guarantees.

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. Financing revenue pertaining to the portion of an arrangement containing a lease is recognized in accordance with ASC 842. Financing revenue related to the lease is recorded in revenue as equipment leasing is part of our operations.

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 integrated hardware and software, maintenance, and other services through the Multicomputer, Myricom, and ARIA product lines.

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 post contract maintenance and support. Post contract maintenance and support 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.

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See disaggregated revenues below by products/services and divisions/segments.


			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Three months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2023
Sales:
Product	$	972	$	175	$	7,840	$	8,015	$	8,987
Service		504		92		3,685		3,777		4,281
Finance *		—		—		1		1		1
Total sales	$	1,476	$	267	$	11,526	$	11,793	$	13,269

			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Three months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2022
Sales:
Product	$	962	$	212	$	7,042	$	7,254	$	8,216
Service		181		104		3,479		3,583		3,764
Finance *		—		—		1		1		1
Total sales	$	1,143	$	316	$	10,522	$	10,838	$	11,981


			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Six months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2023
Sales:
Product	$	3,134	$	366	$	19,707	$	20,073	$	23,207
Service		831		179		7,394		7,573		8,404
Finance *		—		—		2		2		2
Total sales	$	3,965	$	545	$	27,103	$	27,648	$	31,613

			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Six months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2022
Sales:
Product	$	1,682	$	274	$	14,980	$	15,254	$	16,936
Service		525		197		6,691		6,888		7,413
Finance *		—		—		1		1		1
Total sales	$	2,207	$	471	$	21,672	$	22,143	$	24,350

* Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606).

Significant Judgments

The input method using labor hours expended relative to the total expected hours is used to recognize revenue for professional services. Only the hours that depict our performance toward satisfying a performance obligation are used to

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measure progress. An estimate of hours for each professional service agreement is made at the beginning of each contract based on prior experience and monitored throughout the performance of the services. This method is most appropriate as it depicts the measure of progress towards satisfaction of the performance obligation.

A financing component exists when at contract inception the period between the transfer of a promised good and/or service to the customer differs from when the customer pays for the good and/or service. As a practical expedient, we have elected not to adjust the amount of consideration for effects of a significant financing component when it is anticipated the promised good or service will be transferred and the subsequent payment will be one year or less.

Certain contracts contain a financing component including managed services contracts with financing of hardware and software. The interest rate used reflects the approximate interest rate consistent with a separate financing transaction with the customer at the inception of the agreement. 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.

When product and non-managed services are sold together, the allocation of the transaction price to each performance obligation is calculated based on the estimated relative selling price or a budgeted cost-plus margin approach, as appropriate. Due to the complex nature of these contracts, there is significant judgment in allocating the transaction price. These estimates are periodically reviewed by project managers, engineers, and other staff involved to ensure estimates remain appropriate. For items sold separately, including hardware, software, professional services, maintenance contracts, other services, and third-party service contracts, there is no allocation as there is one performance obligation.

We recognize revenue from third-party service contracts as either gross sales or net sales depending on whether we are acting as a principal party to the transaction or simply acting as an agent or broker based on control and timing. We are a principal if we control the good or service before that good or service is transferred to the customer. We record revenue as gross when we are a principal party to the arrangement and net of cost when we are acting as a broker or agent for a third party. Under gross sales recognition, the entire selling price is recorded in revenue and our cost to the third-party service provider or vendor is recorded in cost of sales. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to revenue resulting in net sales equal to the gross profit on the transaction. Third-party service contracts are sold in different combinations with hardware, software, and services. When we are an agent, revenue is typically recorded at a point in time. When we are the principal, revenue is recognized over the contract term. We have concluded we are the agent in sales of third-party maintenance, software or hardware support, and certain security software that is sold with integral third-party delivered software maintenance that includes critical updates.

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 $2.3 million and $4.4 million as of March 31, 2023 and September 30, 2022, respectively. The current portion is recorded in other current assets on the condensed consolidated balance sheets. There were no noncurrent contract assets as of March 31, 2023 and September 30, 2022. The difference in the balances is due to regular timing differences between when work is performed and having an unconditional right to payment.

Contract liabilities arise when payment is received before we transfer a good or service to the customer. Current contract liabilities were $3.7 million and $4.1 million as of March 31, 2023 and September 30, 2022, respectively. The current portion of contract liabilities is recorded in deferred revenue on the condensed consolidated balance sheets. There were no long-term contract liabilities as of March 31, 2023 and September 30, 2022, respectively. Revenue recognized for the six months ended March 31, 2023 that was included in contract liabilities as of September 30, 2022 was $1.9 million.

Contract Costs

Incremental costs of obtaining a contract involving customer transactions where the revenue and the related transfer of goods and services are equal to or less than a one year period, are expensed as incurred, utilizing the practical expedient in ASC 340-40-25-4. For a period greater than one year, incremental contract costs are capitalized if we expect to recover these costs. The costs are amortized over the contract term and expected renewal periods. The period of amortization is generally three to six years. Incremental costs are related to commissions in the TS portion of the business.

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Current capitalized contract costs are within the other current assets on the condensed consolidated balance sheets as of March 31, 2023 and September 30, 2022. The portion of current capitalized costs were $155 thousand and $128 thousand as of March 31, 2023 and September 30, 2022, respectively. There are no noncurrent capitalized costs on the condensed consolidated balance sheets as these commissions are paid annually even when the contract extends beyond a one year period. The amount of incremental costs amortized for the three months ended March 31, 2023 and 2022 were $98 thousand and $91 thousand, respectively. The amount of incremental costs amortized for the six months ended March 31, 2023 and 2022 were $199 thousand and $181 thousand, respectively. This is recorded in selling, general, and administrative expenses. There was no impairment related to incremental costs capitalized during the six months ended March 31, 2023 and 2022.

Costs to fulfill a contract are capitalized when the costs are related to a contract or anticipated contract, generate or enhance resources that will be used in satisfying performance obligations in the future, and costs are recoverable. Costs to fulfill a contract are related to the TS portion of the business and involve activities performed before managed services can be completed. Current capitalized fulfillment costs are in the other current assets and noncurrent costs are in other assets on the condensed consolidated balance sheets. The portion of current capitalized costs were $3 thousand as of March 31, 2023 and $9 thousand as of September 30, 2022. The were no noncurrent capitalized costs as of March 31, 2023 and September 30, 2022, respectively. The amount of fulfillment costs amortized for the three months ended March 31, 2023 and 2022 were $3 thousand and $3 thousand, respectively. The amount of fulfillment costs amortized for the six months ended March 31, 2023 and 2022 were $6 thousand and $6 thousand, respectively. These costs amortized were recorded in cost of sales. There was no impairment related to fulfillment costs capitalized for the six months ended March 31, 2023 and 2022.

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 30 days to pay in full except in Europe where it could be up to 90 days. Most of our contracts are less than one year. There are certain contracts that contain a financing component. See Note 6 to the condensed consolidated financial statements for additional information. We elected to use the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that have an original expected duration of one year or less. This is due to a low amount of performance obligations, which are less than one year from being unsatisfied at each period end. Most of these contracts are related to product sales.

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 March 31, 2023 is set forth in the table below:


	(Amounts in thousands)
Fiscal 2023		257
Fiscal 2024		61
	$	318

5. Earnings Per Share of Common Stock

Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive restricted stock awards and is computed by dividing net income (loss) by the assumed weighted average number of common shares outstanding.

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.

Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows:

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	Three months ended				Six months ended
	March 31,		March 31,		March 31,		March 31,
	2023		2022		2023		2022

	(Amounts in thousands except per share data)
Net income (loss)	$	321	$	156	$	1,282	$	(210)
Less: net income attributable to nonvested common stock		19		8		77		—
Net income (loss) attributable to common shareholders	$	302	$	148	$	1,205	$	(210)

Weighted average total shares outstanding – basic		4,688		4,517		4,621		4,237
Less: weighted average non–vested shares outstanding		297		243		279		—
Weighted average number of common shares outstanding – basic		4,391		4,274		4,342		4,237
Add: potential common shares from non–vested stock awards		71		11		53		—
Weighted average common shares outstanding – diluted		4,462		4,285	$	4,395		4,237

Net income (loss) per common share - basic	$	0.07	$	0.03	$	0.28	$	(0.05)
Net income (loss) per common share - diluted	$	0.07	$	0.03	$	0.27	$	(0.05)

Anti-dilutive securities include restricted stock, which are excluded from the diluted income (loss) per share computation. Non-vested restricted stock awards of 26 thousand and 101 thousand were excluded from the diluted net income per share calculation for the three and six months ended March 31, 2023, respectively. Non-vested restricted stock awards of 238 thousand and 175 thousand were excluded from the diluted net income per share calculation for the three and six months ended March 31, 2022, respectively.

6. Accounts and Long-Term Receivable

Within Accounts receivable and Long-term receivable there are amounts due reflecting sales whose payment terms exceed one year. This financing is separate from agreements with a leasing component, see Note 8, “Leases” for financing through leases. These receivables are included in Accounts receivable and Long-term receivable in the amount of $8.7 million and $6.7 million as of March 31, 2023. These receivables are included in Accounts receivable and Long-term receivable in the amount of $8.9 million and $7.4 million as of September 30, 2022, respectively.

The receivables with a payment term exceeding one year carry an average weighted interest rate of 5.0%, which reflects the approximate interest rate consistent with a separate financing transaction with the customer at the inception of the agreement.

There is not an allowance for credit losses nor impairments for Accounts and Long-term receivables with a contractual maturity of over one year. All accounts have no past amounts due as of March 31, 2023 and September 30, 2022. There was no activity in the allowance for credit losses of these receivables for the three and six months ended March 31, 2023 and 2022, respectively. All these agreements are looked at as one portfolio in determining credit losses. There are various factors that are considered in extending a customer payment terms longer than one year including payment history, economic conditions, and capacity to pay. The credit quality of customers is monitored by payment activity. The unearned income represents a rate similar to market at the inception of the agreement.

The amount of interest income earned from sales whose payment terms exceed one year for the three months ended March 31, 2023 and 2022 was $189 thousand and $122 thousand, respectively. The amount of interest income earned from sales whose payment terms exceed one year for the six months ended March 31, 2023 and 2022 was $371 thousand and $261 thousand, respectively. Interest income from these agreements is recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations.

There was one new agreement effective in the first quarter of fiscal year 2023 causing an increase in Accounts and Long-term receivable. This agreement included approximately $3.0 million of payments to be received over the next 2 years from the effective date of the agreement. The revenue for this transaction was recorded net during the first quarter of fiscal year 2023.

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Receivables whose payment terms exceed one year are placed on non-accrual status, meaning interest income stops being recorded, when the customer has a past due amount in excess of 30 days or reasonable doubt exists in collecting all interest and principal. A payment due in excess of 30 days is considered delinquent. If a payment is received for a receivable on non-accrual status the payment is first applied to interest and then principal. Recording interest income resumes once no reasonable doubt exists regarding collecting all interest and principal.

Contractual maturities of outstanding financing with an original contractual maturity over one year are as follows:


Fiscal year ending September 30:	(Amounts in thousands)
2023	$	6,924
2024		6,859
2025		2,313
Total payments	$	16,096
Less: unearned interest income		(654)
Total, net of unearned interest income	$	15,442

7. Inventories

Inventories consist of the following:


	March 31,		September 30,
	2023		2022

	(Amounts in thousands)
Raw materials	$	208	$	421
Work-in-process		62		23
Finished goods		6,072		3,928
Total	$	6,342	$	4,372

We evaluate inventory for obsolescence on at least a quarterly basis or more frequently if needed. Our HPP segment has a multi-faceted approach in determining obsolescence including reviewing inventory by product line, program, and individual part. In the TS segment, we seek to minimize obsolete inventory by having nearly all of our inventory purchased in conjunction with a sales agreement. From time to time, we do purchase certain inventory in bulk to receive discounts, but only when we anticipate selling this inventory. The inventory we purchase at the TS segment is in high demand, especially in the current environment, and has a limited risk of obsolescence.

Several components used in our HPP segment products are obtained from sole-source suppliers. We are dependent on key vendors such as ADP, NXP, and BCRM for a variety of processors for certain products. We are dependent on NVIDIA for our high-speed interconnect components and Marvel for Myricom components. Despite our dependence on these sole-source suppliers, based on our current forecast and our projected sales obligations, we believe we have adequate inventory on hand and our current near-term requirements can be met in the existing supply chain.

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8. Leases

Information related to both lessee and lessor

The components of lease costs for the three months ended March 31, 2023 and 2022 are as follows:


		Three months ended
	Condensed Consolidated Statements of Operations Location	March 31, 2023		March 31, 2022
		(Amounts in thousands)
Finance Lease:
Interest on lease liabilities	Interest expense	$	1	$	1
Operating Lease:
Operating lease cost	Selling, general, and administrative		162		163
Short-term lease cost	Selling, general, and administrative		11		19
Total lease costs		$	174	$	183
Less sublease interest income	Revenue		(1)		(1)
Total lease costs, net of sublease interest income		$	173	$	182

The components of lease costs for the six months ended March 31, 2023 and 2022 are as follows:


		Six months ended
	Condensed Consolidated Statements of Operations Location	March 31, 2023		March 31, 2022
		(Amounts in thousands)
Finance Lease:
Interest on lease liabilities	Interest expense	$	1	$	2
Operating Lease:
Operating lease cost	Selling, general, and administrative		324		342
Short-term lease cost	Selling, general, and administrative		21		31
Total lease costs		$	346	$	375
Less sublease interest income	Revenue		(2)		(1)
Total lease costs, net of sublease interest income		$	344	$	374

Supplemental cash flow information related to leases for the six months ended March 31, 2023 and 2022 is below:


	Six months ended
	March 31, 2023		March 31, 2022
	(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	330	$	355
Operating cash flows from short-term leases		21		31
Operating cash flows from finance leases		1		2
Financing cash flows from finance leases		2		23
Cash received from subleases		10		34

9. Accounts payable and Other noncurrent liabilities

The Company enters into certain multi-year agreements with vendors when also entering into some of the multi-year contracts the Company enters into with customers. See Note 6, “Accounts and Long-Term Receivable” for further information related to the multi-year agreements with customers.

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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 imputed interest rate for the agreements was determined to be 5.0%. The rate was determined primarily based on the rate the Company could obtain by financing from other sources at the date of the transaction.

Interest expense related to these agreements for the three months ended March 31, 2023 and 2022 was $53 thousand and $72 thousand, respectively. Interest expense related to these agreements for the six months ended March 31, 2023 and 2022 was $109 thousand and $146 thousand, respectively.

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 10, “Notes Payable and Line of Credit” for amounts due to banks and other financial institutions for borrowings.

Below are details of the agreements with the vendors that contain imputed interest:


	March 31, 2023		September 30, 2022
	(Amounts in thousands)
Current	$	1,758	$	1,758
Less: discount		146		184
Accounts payable and accrued expenses	$	1,612	$	1,574

Noncurrent	$	2,975	$	3,186
Less: discount		69		138
Other noncurrent liabilities	$	2,906	$	3,048

The Company had a total of approximately $7.3 million due (net of interest) to one of these vendors as of March 31, 2023. This is approximately 43% of Accounts payable and other noncurrent liabilities. The Company had a total of approximately $16.1 million due (net of interest) to one of these vendors as of September 30, 2022. This is approximately 63% of Accounts payable and other noncurrent liabilities. It was the same vendor as of March 31, 2023 and September 30, 2022 that only transacts with the U.S. division of the TS segment. 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.

10. Notes Payable and Line of Credit

In September 2019, the Company borrowed $1.0 million with a 5.0% rate of interest related to a multi-year agreement with a customer. See Note 6 for the disclosure related to the receivables.

In October 2019, the Company borrowed $2.0 million with a 5.1% rate of interest related to a multi-year agreement with a customer.

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Interest expense related to the notes for the three months ended March 31, 2023 and 2022 was $6 thousand and $13 thousand, respectively. Interest expense related to the notes for the six months ended March 31, 2023 and 2022 was $11 thousand and $27 thousand, respectively.


	March 31, 2023		September 30, 2022
	(Amounts in thousands)
Current	$	449	$	449
Less: notes discount		11		22
Notes payable - current portion	$	438	$	427

Noncurrent	$	—	$	449
Less: notes discount		—		—
Notes payable - noncurrent portion	$	—	$	449

As of March 31, 2023 and September 30, 2022, the Company maintained an inventory line of credit with a borrowing capacity of $15.0 million. It may be used by the TS and HPP segments in the U.S. to purchase inventory from approved vendors with payment terms which exceed those offered by the vendors. No interest accrues under the inventory line of credit when advances are paid within terms, however, late payments are subject to an interest charge of Prime plus 5%. The credit agreement for the inventory line of credit contains financial covenants which require the Company to maintain the following TS segment-specific financial ratios: (1) a minimum current ratio of 1.2, (2) tangible net worth of no less than $4.0 million, and (3) a maximum ratio of total liabilities to total net worth of less than 5.0:1. As of March 31, 2023 and September 30, 2022, Company borrowings, all from the TS segment, under the inventory line of credit were $1.3 million and $3.1 million, respectively, and the Company was in compliance with all financial covenants. As of March 31, 2023 and September 30, 2022, this line of credit also includes availability of a limited cash withdrawal of up to $1.0 million. As of March 31, 2023 and September 30, 2022 there were no cash withdrawals outstanding.

11. 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 plan with plan assets. The plan assets consist of an investment in a commingled fund which in turn comprises a diversified mix of assets including corporate equity securities, government securities and corporate debt securities.

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The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows:


	Three Months Ended March 31,
	2023						2022
	U.K.		U.S.		Total		U.K.		U.S.		Total

	(Amounts in thousands)
Pension:
Interest cost	$	105	$	3	$	108	$	67	$	3	$	70
Expected return on plan assets		(140)		—		(140)		(114)		—		(114)
Amortization of past service costs		2		—		2		2		—		2
Amortization of net (gain) loss		—		(1)		(1)		24		1		25
Net periodic (benefit) cost	$	(33)	$	2	$	(31)	$	(21)	$	4	$	(17)

Post Retirement:
Service cost	$	—	$	6	$	6	$	—	$	11	$	11
Interest cost		—		16		16		—		11		11
Amortization of net gain		—		(49)		(49)		—		(2)		(2)
Net periodic (benefit) cost	$	—	$	(27)	$	(27)	$	—	$	20	$	20

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	Six Months Ended March 31,
	2023						2022
	U.K.		U.S.		Total		U.K.		U.S.		Total

	(Amounts in thousands)
Pension:
Interest cost	$	211	$	7	$	218	$	138	$	5	$	143
Expected return on plan assets		(282)		—		(282)		(236)		—		(236)
Amortization of past service costs		4		—		4		4		—		4
Amortization of net (gain) loss		—		(2)		(2)		49		1		50
Net periodic (benefit) cost	$	(67)	$	5	$	(62)	$	(45)	$	6	$	(39)

Post Retirement:
Service cost	$	—	$	12	$	12	$	—	$	22	$	22
Interest cost		—		31		31		—		23		23
Amortization of net gain		—		(98)		(98)		—		(4)		(4)
Net periodic (benefit) cost	$	—	$	(55)	$	(55)	$	—	$	41	$	41

The fair value of the assets held by the U.K. pension plan by asset category are as follows:


	Fair Values as of
	March 31, 2023								September 30, 2022
	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	$	619	$	619	$	—	$	—	$	200	$	200	$	—	$	—
Fixed income		9,431		9,431		—		—		1,801		1,801		—		—
Equity		882		266		616		—		6,824		3,539		3,285		—
Total plan assets	$	10,932	$	10,316	$	616	$	—	$	8,825	$	5,540	$	3,285	$	—

12. Income Taxes

An income tax expense of $71 thousand was recorded for the three months ended March 31, 2023 compared to an income tax expense of $5 thousand in the same period in the prior year. An income tax expense of $204 thousand was recorded for the six months ended March 31, 2023 compared to an income tax expense of $17 thousand in the same period in the prior year. The income tax expense for the for the three and six months ended March 31, 2023 was primarily driven by minimum state tax expenses and the required capitalization of R&D expenses under IRC Section 174, partially offset by the use of federal NOL and R&D credits. The Company continues to maintain a full valuation allowance on our operations but will continue to evaluate this need going forward. The income tax expense for the three and six months ended March 31, 2022 was primarily driven by minimum state tax expenses due to the full valuation allowance in place during the period.

We have in general historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full calendar year to ordinary income or loss for the reporting period. However, we used a discrete effective tax rate method to calculate income taxes for the quarter ended March 31, 2023 because we determined that our ordinary income or loss cannot be reliably estimated and small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rates.

13. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:


	March 31,		September 30,
	2023		2022

	(Amounts in thousands)
Cumulative effect of foreign currency translation, net	$	(4,949)	$	(5,791)
Cumulative unrealized loss on pension liability		(1,537)		(1,537)
Accumulated other comprehensive loss, net	$	(6,486)	$	(7,328)

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14. 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 no assets or liabilities measured at fair value on a recurring (except our pension plan assets and whole life insurance policies, see Note 11 for pension plan assets) or non-recurring basis as of March 31, 2023 or September 30, 2022.

To estimate 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 March 31, 2023				As of September 30, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value	Fair Value Level	Reference

		(Amounts in thousands)
Assets:
Cash and cash equivalents	$	13,312	$	13,312	$	23,982	$	23,982	1	Condensed Consolidated Balance Sheets
Accounts and long-term receivable*		15,442		15,442		16,328		16,328	3	Note 6
Liabilities:
Accounts payable and accrued expenses and other long-term liabilities*		4,518		4,518		4,622		4,622	3	Note 9
Line of Credit		1,338		1,338		3,124		3,124	2	Note 10
Notes payable		438		438		876		876	3	Note 10

*Original maturity over one year

Cash and cash equivalents

Carrying amount approximated fair value.

Accounts and long-term receivable 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. No interest accrues under the inventory line of credit when advances are paid within terms.

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Notes Payable

Fair value was estimated by discounting future cash flows based on the current rate the Company could get in another transaction with similar terms based on historical information.

Fair value of accounts receivable with an original maturity of one year or less and accounts payable was not materially different from their carrying values as of March 31, 2023 and September 30, 2022.

15. Segment Information

The following tables present certain operating segment information for the three and six months ended March 31, 2023 and 2022.


			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Three months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2023
Sales:
Product	$	972	$	175	$	7,841	$	8,016	$	8,988
Service		504		92		3,685		3,777		4,281
Total sales	$	1,476	$	267	$	11,526	$	11,793	$	13,269
Operating (loss) income	$	(693)	$	(10)	$	940	$	930	$	237
Interest expense	$	(3)	$	—	$	(59)	$	(59)	$	(62)
Interest income	$	7	$	44	$	274	$	318	$	325
Total assets	$	8,695	$	6,930	$	50,399	$	57,329	$	66,024
Capital expenditures	$	24	$	—	$	113	$	113	$	137
Depreciation and amortization	$	27	$	—	$	61	$	61	$	88

2022
Sales:
Product	$	962	$	212	$	7,043	$	7,255	$	8,217
Service		181		104		3,479		3,583		3,764
Total sales	$	1,143	$	316	$	10,522	$	10,838	$	11,981
Operating (loss) income	$	(1,102)	$	(36)	$	1,114	$	1,078	$	(24)
Interest expense	$	(14)	$	—	$	(87)	$	(87)	$	(101)
Interest income	$	1	$	4	$	121	$	125	$	126
Total assets	$	8,756	$	9,161	$	40,513	$	49,674	$	58,430
Capital expenditures	$	15	$	—	$	43	$	43	$	58
Depreciation and amortization	$	28	$	—	$	58	$	58	$	86

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			Technology Solutions Segment
	High
	Performance
	Products		United						Consolidated
Six months ended March 31,	Segment		Kingdom		U.S.		Total		Total

	(Amounts in thousands)
2023
Sales:
Product	$	3,134	$	366	$	19,709	$	20,075	$	23,209
Service		831		179		7,394		7,573		8,404
Total sales	$	3,965	$	545	$	27,103	$	27,648	$	31,613
Operating (loss) income	$	(791)	$	4	$	2,388	$	2,392	$	1,601
Interest expense	$	(6)	$	—	$	(120)	$	(120)	$	(126)
Interest income	$	8	$	79	$	499	$	578	$	586
Total assets	$	8,695	$	6,930	$	50,399	$	57,329	$	66,024
Capital expenditures	$	40	$	—	$	141	$	141	$	181
Depreciation and amortization	$	56	$	—	$	122	$	122	$	178

2022
Sales:
Product	$	1,682	$	274	$	14,981	$	15,255	$	16,937
Service		525		197		6,691		6,888		7,413
Total sales	$	2,207	$	471	$	21,672	$	22,143	$	24,350
Operating (loss) income	$	(2,107)	$	(91)	$	1,778	$	1,687	$	(420)
Interest expense	$	(31)	$	—	$	(175)	$	(175)	$	(206)
Interest income	$	1	$	11	$	259	$	270	$	271
Total assets	$	8,756	$	9,161	$	40,513	$	49,674	$	58,430
Capital expenditures	$	60	$	—	$	135	$	135	$	195
Depreciation and amortization	$	63	$	—	$	117	$	117	$	180

Operating income (loss) 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 tax expense (benefit). Non-operating expenses/income consists principally of interest income from transactions with payment terms exceeding one year (see Note 6, “Accounts and Long-Term Receivable” for details) and interest income from money market accounts in fiscal year 2023 year as interest rates have increased significantly, and interest expense primarily from multi-year agreements with vendors (see Note 9, “Accounts payable and other noncurrent liabilities”). All intercompany transactions have been eliminated.

The following table lists customers from which the Company derived revenues of 10% or more of total revenues for the three and six months ended March 31, 2023 and 2022.


	Three months ended March 31,								Six months ended March 31,
	2023				2022				2023				2022
									(in millions)				(in millions)
	Customer		% of Total		Customer		% of Total		Customer		% of Total		Customer		% of Total
	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues

	(Amounts in millions)
Customer A	$	0.1	1	%	$	2.4	20	%	$	2.3	7	%	$	4.3	18	%
Customer B	$	1.3	10	%	$	0.6	5	%	$	1.8	6	%	$	0.7	3	%

One customer, not listed above, had a balance of $14.1 million, or 49%, of total consolidated accounts receivable and long-term receivable as of March 31, 2023 and a balance of $15.8 million, or 52%, of total consolidated accounts receivable and long-term receivable as of September 30, 2022. There were no other customers with more than 10% of total consolidated accounts receivable and long-term receivable as of March 31, 2023. We believe that the Company is not exposed to any significant credit risk with respect to the accounts receivable with any customers as of March 31, 2023.

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16. Dividend

On December 6, 2022, the Company’s board of directors declared a cash dividend of $0.03 per share which was paid on January 6, 2023 to shareholders of record as of December 21, 2022, the record date.

On February 8, 2023, the Company’s board of directors declared a cash dividend of $0.03 per share which was paid on March 14, 2023 to shareholders of record as of February 24, 2023, the record date.

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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, 2022. 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, our high dependence on contracts with the U.S. federal government, our reliance in certain circumstances on single sources for supply of key product components, intense competition in the market segments in which we operate, changes in the U.S. Tax laws, continued disruptions in the supply chain and inflationary pressures, the impact of the Ukraine-Russian military conflict on global trade and financial markets, and the continuing impact of the novel coronavirus (COVID-19) 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, 2022.

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 on-going basis, we evaluate our estimates, including those related to uncollectible 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, 2022 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 six months ended March 31, 2023 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, 2022.

Observations on effects of novel coronavirus and Russia/Ukraine Conflict

On March 11, 2020, the World Health Organization characterized the novel coronavirus outbreak as a pandemic. The outbreak has and continues to adversely affect the economies of the U.S., U.K., and other international markets and economies in which we operate. As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic, national, state, and local governments have and continue to take actions such as declaring a state of emergency, implementing social distancing and other guidelines, and shutting down and/or limiting the opening or operation of certain businesses which are not considered essential.

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In these times of pandemic, our top priorities are to protect the health, well-being, and safety of our employees and partners, while still focusing on the key drivers of our business. To that end, and to insure we continue to operate safely and cautiously while also meeting our public health responsibilities, the Company has adopted flexible business practices including allowing most employees to work remotely in all locations.

COVID-19 has adversely affected the distribution channel leading to significantly longer lead times when ordering product. Manufacturers are not producing as much product as prior to the pandemic due to disruptions, resulting in supply shortages. Additionally, recent global shipping delays have exacerbated this problem. The TS segment has many vendors it transacts with and supply shortages are pervasive with many of them. The HPP segment has and continues to experience shortages with their vendors as well. If we are unable to successfully resolve these disruptions and shortages, the timing and amount of our future results may be materially impacted. The HPP segment secured a $1.8 million contract for real-time networking monitoring for cyber attack detection in the first quarter of fiscal year 2022, but due to the delays by manufacturers the sale was recognized fully in revenue in the first quarter of fiscal year 2023 when we obtained the product from the manufacturers. Related to the supply shortage and potentially inflation, we have experienced price increases for our products, which we try to pass on to the customer.

We recognize the pandemic has created a dynamic and uncertain situation in the national economy, and we continue to closely monitor the latest information to make timely, informed business decisions and public disclosures regarding the potential impact of the pandemic on our operations. Despite reduced infection rates and ever-increasing vaccination rates in the United States, many nations and certain pockets within the United States are still battling various strains/variants of the novel coronavirus, creating ongoing uncertainties as to when economies will return to business as usual and what that will look like, what regulatory measures or voluntary actions will be further implemented to limit the spread of COVID-19 and its variants and the duration of any such measures. The extent, severity and impact of any further spread of COVID-19 variants or resurgence of COVID-19 in a given geographic region after it has hit its “peak,” and the extent to which herd immunity will be achieved through the vaccination process is still uncertain. In summary, the scope of this pandemic and its effects are unprecedented, and we cannot at this time make a reasonable estimate on the extent or duration of the impacts on our business.

As of March 31, 2023, the Russian/Ukrainian military conflict has not had a direct significant impact on revenue as we do not have any recurring customers in either country. However, we do have customers and suppliers in surrounding regions which may be affected and further escalation of the Russian-Ukraine military conflict and geopolitical tensions related to such military conflict could adversely affect our business, financial condition and results of operations, by among other things, cyber attacks, 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 conflict to the Company and our customers and suppliers.

Results of Operations

Overview of the three months ended March 31, 2023

Our sales increased by approximately $1.3 million, or 11%, to $13.3 million for the three months ended March 31, 2023 compared to $12.0 million for the three months ended March 31, 2022. Our gross margin percentage increased to 38% of sales for the three months ended March 31, 2023 compared to 35% for the three months ended March 31, 2022. For the three months ended March 31, 2023 there was an operating income of $237 thousand compared to a $24 thousand operating loss for the three months ended March 31, 2022. Other income, (expense) remained at $0.2 million for the three months ended March 31, 2023 and 2022. An income tax expense of $71 thousand was recorded for the three months ended March 31, 2023 compared to an income tax expense of $5 thousand in the same period in the prior year.

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The following table details our results of operations in dollars and as a percentage of sales for the three months ended March 31, 2023 and 2022:


			%				%
	March 31, 2023		of sales		March 31, 2022		of sales

	(Dollar amounts in thousands)
Sales	$	13,269	100	%	$	11,981	100	%
Costs and expenses:
Cost of sales		8,279	62	%		7,781	65	%
Engineering and development		858	6	%		717	6	%
Selling, general and administrative		3,895	29	%		3,507	29	%
Total costs and expenses		13,032	97	%		12,005	100	%
Operating income (loss)		237	2	%		(24)	—	%
Other income (expense), net		155	1	%		185	2	%
Income before income taxes		392	3	%		161	2	%
Income tax expense		71	1	%		5	—	%
Net income	$	321	4	%	$	156	2	%

Sales

Our sales increased by approximately $1.3 million to $13.3 million for the three months ended March 31, 2023 compared to $12.0 million for the same prior year period. The increase in sales is the result of an increase of $1.0 million in our TS segment combined with a $0.3 million increase in our HPP segment.

TS segment sales change was as follows for the three months ended March 31, 2023 and 2022:


	March 31,				Increase
	2023		2022		$		%

	(Dollar amounts in thousands)
Products	$	8,016	$	7,255	$	761	10	%
Services		3,777		3,583		194	5	%
Total	$	11,793	$	10,838	$	955	9	%

The increase in TS segment product sales of $0.8 million during the period was attributable to the U.S. division due to increased sales to several major customers. Service sales for the three months ended March 31, 2023 increased $0.2 million from the same prior year period, which was attributable to the U.S. division. The increase in service sales included increased managed services sales of $0.3 million and increased third party maintenance sales of $0.1 million, partially offset by decreased internal and third party service sales of $0.2 million.

HPP segment sales change was as follows for the three months ended March 31, 2023 and 2022:


	March 31,				Increase
	2023		2022		$		%

	(Dollar amounts in thousands)
Products	$	972	$	962	$	10	1	%
Services		504		181		323	178	%
Total	$	1,476	$	1,143	$	333	29	%

The HPP product sales remained relatively flat for the three months ended March 31, 2023 compared to the same prior year period as a result of no significant changes in any product line’s revenue. The HPP services sales increased $0.3 million for the three months ended March 31, 2023 compared to the same prior year period as a result of increased repair revenue of $0.2 million and increased royalties on high-speed processing boards related to the E2D program of $0.1 million.

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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 March 31, 2023 and 2022:


	March 31,								Increase (decrease)
	2023		%		2022		%		$		%

	(Dollar amounts in thousands)
Americas	$	12,658	95	%	$	11,420	95	%	$	1,238	11	%
Europe		381	3	%		500	4	%		(119)	(24)	%
Asia		230	2	%		61	1	%		169	277	%
Totals	$	13,269	100	%	$	11,981	100	%	$	1,288	11	%

The $1.2 million increase in sales to the Americas was primarily the result of an increase in the TS segment’s U.S. division of $1.0 million combined with an increase in the HPP segment of $0.2 million. The $0.1 million decrease in sales to Europe was primarily the result of decreased sales by our HPP segment. The sales to Asia increased by $0.2 million primarily due to an increase in the HPP segment.

Gross Margins

Our gross margin ("GM") increased $0.8 million for the three months ended March 31, 2023 as compared to the same prior year period. The GM as a percentage of sales increased to 38% for the three months ended March 31, 2023 compared to the same prior year period of 35%.


	March 31,
	2023				2022				Increase
	GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)
TS	$	3,995	34	%	$	3,680	34	%	$	315	—	%
HPP		995	67	%		520	45	%		475	22	%
Total	$	4,990	38	%	$	4,200	35	%	$	790	3	%

The impact of product mix within our TS segment on gross margin for the three months ended March 31, 2023 and 2022 was as follows:


	March 31,
	2023				2022				Increase
	GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)
Products	$	1,775	22	%	$	1,570	22	%	$	205	—	%
Services		2,220	59	%		2,110	59	%		110	—	%
Total	$	3,995	34	%	$	3,680	34	%	$	315	—	%

The overall TS segment GM as a percentage of sales remained relatively flat at 34% for the three month period ended March 31, 2023 compared to 34% for the same prior year period. Both the U.S. and U.K. division did not have a variance in either product or service GM as a percentage of revenue. Many different types of products are sold by the TS division and the product GM as a percentage of revenue had no change from the same prior year period. The service GM as a percentage of revenue remained flat due to no significant changes in the types of service revenue and a small increase in volume.

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The impact of product mix within our HPP segment on gross margin for the three months ended March 31, 2023 and 2022 was as follows:


	March 31,
	2023				2022				Increase (decrease)
	GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)
Products	$	633	65	%	$	383	40	%	$	250	25	%
Services		362	72	%		137	76	%		225	(4)	%
Total	$	995	67	%	$	520	45	%	$	475	22	%

The overall HPP segment GM as a percentage of sales increased to 67% for the three months ended March 31, 2023 from 45% for the three months ended March 31, 2022. The 25% increase in product GM as a percentage of product revenue for the three months ended March 31, 2023 compared to the same prior year period is due to higher margin Myricom products being sold than the same prior year period as the Myricom products have a wide range of GM as a percentage of revenue. The 4% decrease in service GM as a percentage of services revenue from the same prior year period was due to increased repair revenue in proportion to increased royalties because repair revenue has lower margins than royalties, which are nearly all gross margin.

Engineering and Development Expenses

The engineering and development expenses incurred by our HPP segment increased $141 thousand for the three months ended March 31, 2023 to $0.9 million compared to the same prior year period due to increased consulting expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.

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 March 31, 2023 and 2022:


	Three months ended March 31,									$	%
			% of				% of			Increase	Increase
	2023		Total		2022		Total			(Decrease)	(Decrease)

	(Dollar amounts in thousands)
By Operating Segment:
TS segment	$	3,064	79	%	$	2,602	74	%	$	462	18	%
HPP segment		831	21	%		905	26	%		(74)	(8)	%
Total	$	3,895	100	%	$	3,507	100	%	$	388	11	%

SG&A expenses of $3.9 million for the three months ended March 31, 2023 increased $0.4 million compared to the same prior year period. The TS segment SG&A expenses increased by approximately $0.5 million due to increased variable compensation from higher sales and increased payroll. The HPP segment SG&A expenses decreased approximately $0.1 million for the three months ended March 31, 2023 as compared to the prior year period due to decreased labor and fringe benefit expenses.

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Other Income/Expenses

The following table details other income (expense) for the three months ended March 31, 2023 and 2022:


	Three months ended
					Increase
	March 31, 2023		March 31, 2022		(Decrease)

	(Amounts in thousands)
Foreign exchange (loss) gain	$	(115)	$	176	$	(291)
Interest expense		(62)		(101)		39
Interest income		325		126		199
Other income (expense), net		7		(16)		23
Total other income (expense), net	$	155	$	185	$	(30)

Total other income (expense), net for the three months ended March 31, 2023 remained relatively flat at $0.2 million compared to the three months ended March 31, 2022.

The $0.3 million increased foreign exchange loss for the three months ended March 31, 2023 was due to the U.S. Dollar and Euro weakening relative to British Pound compared to the same prior year period. 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 (loss) gain on the income statement. The foreign exchange loss was primarily from U.S. Dollar and Euro bank accounts in our TS U.K. division.

There were three changes that partially offset the foreign exchange loss.

Interest income increased $199 thousand for the three months ended March 31, 2023 compared to the same prior year period primarily due to additional interest income from agreements that have payment terms in excess of one year (see Note 6 in Item 1 to this Quarterly Report on Form 10-Q for details) entered into during fiscal year 2022, which were partially offset with lower interest income recognized from prior agreements as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division. Additionally, interest rates have significantly increased from the same prior year period, which has resulted in increased interest income from money market accounts from both the U.S. and U.K.

The interest expense decrease of $39 thousand for the three months ended March 31, 2023 compared to the same prior year period was related to the TS U.S. division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2022 related to sales agreements that have payment terms in excess of one year as the Company incurs less interest expense over time as principal payments are made. See Note 10 in Item 1 to this Quarterly Report on Form 10-Q for details. There have been no subsequent multi-year vendor agreements from the second quarter of fiscal year 2022.

Other income (expense), net did not have a significant change from the prior year.

Income Taxes

An income tax expense of $71 thousand was recorded for the three months ended March 31, 2023 compared to an income tax expense of $5 thousand in the same period in the prior year. The income tax expense for the three months ended March 31, 2023 was primarily driven by minimum state tax expenses and the required capitalization of R&D expenses under IRC Section 174, partially offset by the use of federal NOL and R&D credits. The Company continues to maintain a full valuation allowance on our operations but will continue to evaluate this need going forward. The income tax expense for the three months ended March 31, 2022 was primarily driven by minimum state tax expenses due to the full valuation allowance in place during the period.

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Overview of the six months ended March 31, 2023

Our sales increased by approximately $7.3 million, or 30%, to $31.6 million for the six months ended March 31, 2023 as compared to $24.4 million for the six months ended March 31, 2022. The increase in sales is the result of an increase of $5.5 million in our TS segment and an increase of $1.8 million in our HPP segment. Our gross margin percentage increased to 34% of sales for the six months ended March 31, 2023 compared to 32% for the six months ended March 31, 2022. For the six months ended March 31, 2023 there was an operating income of $1.6 million compared to an operating loss of $0.4 million for the six months ended March 31, 2022. Other income, (expense) net decreased $0.3 million for the six months ended March 31, 2023 to a loss of $0.1 million compared to income of $0.2 million for the six months ended March 31, 2022. An income tax expense of $204 thousand was recorded for the six months ended March 31, 2023 compared to an income tax expense of $17 thousand in the same period in the prior year.

The following table details our results of operations in dollars and as a percentage of sales for the six months ended March 31, 2023 and 2022:


			%				%
	March 31, 2023		of sales		March 31, 2022		of sales

	(Dollar amounts in thousands)
Sales	$	31,613	100	%	$	24,350	100	%
Costs and expenses:
Cost of sales		20,806	66	%		16,536	68	%
Engineering and development		1,694	5	%		1,344	6	%
Selling, general and administrative		7,512	24	%		6,890	28	%
Total costs and expenses		30,012	95	%		24,770	102	%
Operating income (loss)		1,601	5	%		(420)	(2)	%
Other (expense) income, net		(115)	—	%		227	1	%
Income (loss) before income taxes		1,486	5	%		(193)	(1)	%
Income tax expense		204	1	%		17	—	%
Net income (loss)	$	1,282	6	%	$	(210)	(1)	%

Sales

TS segment sales change was as follows for the six months ended March 31, 2023 and 2022:


	March 31,				Increase
	2023		2022		$		%

	(Dollar amounts in thousands)
Products	$	20,075	$	15,255	$	4,820	32	%
Services		7,573		6,888		685	10	%
Total	$	27,648	$	22,143	$	5,505	25	%

The increase in TS segment product sales of $4.8 million during the period as compared to the prior year period is attributable to an increase in the U.S. division of $4.7 million due to increased sales to several major customers combined with an increase in the U.K. division of $0.1 million due to one large order with a major customer. Service sales for the

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six months ended March 31, 2023 increased $0.7 million from the prior year period, which is attributable to the U.S. division. The changes in service sales included increased managed services sales of $0.6 million, increased third party maintenance sales of $0.5 million, and decreased internal and third party service sales of $0.4 million.

HPP segment sales change was as follows for the six months ended March 31, 2023 and 2022:


		March 31,			Increase
	2023		2022		$		%

	(Dollar amounts in thousands)
Products	$	3,134	$	1,682	$	1,452	86	%
Services		831		525		306	58	%
Total	$	3,965	$	2,207	$	1,758	80	%

The HPP product sales increased by $1.5 million for the six months ended March 31, 2023 as compared to the prior year period, primarily as a result of one large Myricom product order of $1.8 million placed in the first quarter of fiscal year 2022, but due to supply chain delays was not fully fulfilled until the first quarter of fiscal year 2023. This sale was partially offset with $0.3 million of decreased Myricom product revenue to several major customers. The HPP services sales increased $0.3 million for the six months ended March 31, 2023 compared to the prior year period from increased ARIA revenue of $0.2 million and increased repair revenue of $0.2 million, partially offset with decreased royalties on high-speed processing boards related to the E2D program of $0.1 million.

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 six months ended March 31, 2023 and 2022:


	March 31,								Increase (decrease)
	2023		%		2022		%		$		%

	(Dollar amounts in thousands)
Americas	$	30,598	97	%	$	23,167	95	%	$	7,431	32	%
Europe		669	2	%		1,013	4	%		(344)	(34)	%
Asia		346	1	%		170	1	%		176	104	%
Totals	$	31,613	100	%	$	24,350	100	%	$	7,263	30	%

The $7.4 million increase in sales to the Americas was primarily the result of an increase in the TS segment’s U.S. division of $5.7 million combined with an increase in the HPP segment of $1.7 million. The $0.3 million decrease in sales to Europe was primarily the result of decreased sales by our TS Segment’s U.S. division of $0.2 million due to a large volume by one customer in the same prior year period which did not reoccur in the current period combined with a decrease in the HPP segment of $0.1 million. The sales to Asia increased by $0.2 million due to an increase in the HPP segment.

Gross Margins

Our gross margin ("GM") increased $3.0 million for the six months ended March 31, 2023 as compared to the same prior year period. The GM as a percentage of total sales increased to 34% for the six months ended March 31, 2023 as compared to the same prior year period of 32%.


	March 31,
	2023				2022				Increase

	(Dollar amounts in thousands)
	GM$		GM%		GM$		GM%		GM$		GM%
TS	$	8,159	30	%	$	6,672	30	%	$	1,487	—	%
HPP		2,648	67	%		1,142	52	%		1,506	15	%
Total	$	10,807	34	%	$	7,814	32	%	$	2,993	2	%

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The impact of product mix within our TS segment on gross margin for the six months ended March 31, 2023 and 2022 was as follows:


	March 31,
	2023				2022				Increase
	GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)
Products	$	3,804	19	%	$	2,714	18	%	$	1,090	1	%
Services		4,355	58	%		3,958	57	%		397	1	%
Total	$	8,159	30	%	$	6,672	30	%	$	1,487	—	%

The overall TS segment GM as a percentage of total sales remained flat at 30% for the six month period ended March 31, 2023 compared to 30% from the prior year period. Product GM as a percentage of product revenue increased slightly due to the mix of products sold during the six months ended March 31, 2023 compared to the same period of the prior year. Service GM as a percentage of service revenue increased slightly due to increased revenue without having to add more variable expenses to obtain this revenue during the six months ended March 31, 2023 compared to the same period of the prior year.

The impact of product mix within our HPP segment on gross margin for the six months ended March 31, 2023 and 2022 was as follows:


	March 31,
	2023				2022				Increase (decrease)

	(Dollar amounts in thousands)
	GM$		GM%		GM$		GM%		GM$		GM%
Products	$	2,054	66	%	$	682	41	%	$	1,372	25	%
Services		594	71	%		460	88	%		134	(17)	%
Total	$	2,648	67	%	$	1,142	52	%	$	1,506	15	%

The overall HPP segment GM as a percentage of sales increased to 67% for the six months ended March 31, 2023 from 52% for the six months ended March 31, 2022. The 25% increase in product GM as a percentage of product revenue was primarily attributed to the higher margin Myricom products we sold for the six months ended March 31, 2023 compared to the same prior year period. The Myricom products have a wide range of gross margin percentage. The 17% decrease in service GM as a percentage of service revenue for the six months ended March 31, 2023 compared to the same prior year period was due to decreased royalty sales, which are nearly all margin along with increased repair revenue that has lower margins than the royalty sales.

Engineering and Development Expenses

The engineering and development expenses incurred by our HPP segment increased to $1.7 million for the six months ended March 31, 2023 when compared to the same prior year period of $1.3 million due to higher consulting expenses. The current period expenses were primarily for product 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 six months ended March 31, 2023 and 2022:


	Six months ended March 31,									$	%
			% of				% of			Increase	Increase
	2023		Total		2022		Total			(Decrease)	(Decrease)

	(Dollar amounts in thousands)
By Operating Segment:
TS segment	$	5,767	77	%	$	4,985	72	%	$	782	16	%
HPP segment		1,745	23	%		1,905	28	%		(160)	(8)	%
Total	$	7,512	100	%	$	6,890	100	%	$	622	9	%

SG&A expenses increased $0.6 million for the six months ended March 31, 2023 compared to the same prior year period. The $0.8 million increase in TS segment SG&A expenses compared to the same prior year period is primarily the result of approximately $0.3 million increased variable compensation, $0.3 million increased salaries and benefits, $0.1 million increased travel expenses, and $0.1 million of decreased provision for losses on accounts receivable. The HPP segment SG&A expenses decreased $0.2 million for the six months ended March 31, 2023 as compared to the prior year period due to decreased labor and fringe expenses.

Other Income/Expenses

The following table details other income (expense) for the six months ended March 31, 2023 and 2022:


	Six months ended
					Increase
	March 31, 2023		March 31, 2022		(Decrease)

	(Amounts in thousands)
Foreign exchange (loss) gain	$	(616)	$	159	$	(775)
Interest expense		(126)		(206)		80
Interest income		586		271		315
Other income (expense), net		41		3		38
Total other (expense) income, net	$	(115)	$	227	$	(342)

Total other income (expense), net for the six months ended March 31, 2023 decreased $0.3 million to an expense of $0.1 million compared to income of $0.2 million the prior year.

The $0.8 million increased foreign exchange loss for the six months ended March 31, 2023 was due to the U.S. Dollar and Euro weakening relative to British Pound compared to the same prior year period. 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 (loss) gain on the income statement. The foreign exchange loss was primarily from U.S. Dollar and Euro bank accounts in our TS U.K. division.

There were three changes that partially offset the foreign exchange loss.

Interest income increased $315 thousand for the six months ended March 31, 2023 compared to the same prior year period primarily due to additional interest income from agreements that have payment terms in excess of one year (see Note 6 in Item 1 to this Quarterly Report on Form 10-Q for details) entered into during fiscal year 2022, which were partially offset with lower interest income recognized from prior agreements as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division. Additionally, interest rates have significantly increased from the same prior year period, which has resulted in increased interest income from money market accounts from both the U.S. and U.K.

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The interest expense decrease of $80 thousand for the six months ended March 31, 2023 compared to the same prior year period was related to the TS U.S. division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2022 related to sales agreements that have payment terms in excess of one year as the Company incurs less interest expense over time as principal payments are made. See Note 10 in Item 1 to this Quarterly Report on Form 10-Q for details. There have been no subsequent multi-year vendor agreements from the second quarter of fiscal year 2022.

Other income (expense), net did not have a significant change from the prior year.

Income Taxes

An income tax expense of $204 thousand was recorded for the six months ended March 31, 2023 compared to an income tax expense of $17 thousand in the same period in the prior year. The income tax expense for the for the six months ended March 31, 2023 was primarily driven by minimum state tax expenses and the required capitalization of R&D expenses under IRC Section 174, partially offset by the use of federal NOL and R&D credits. The Company continues to maintain a full valuation allowance on our operations but will continue to evaluate this need going forward. The income tax expense for the six months ended March 31, 2022 was primarily driven by minimum state tax expenses due to the full valuation allowance in place during the period.

Liquidity and Capital Resources

Our primary source of liquidity is our cash and cash equivalents, which decreased by $10.7 million to $13.3 million as of March 31, 2023 from $24.0 million as of September 30, 2022.

Our significant sources of cash for the six months ended March 31, 2023 included a decrease in other assets of $2.3 million and a decrease in accounts receivable and long-term receivable of $1.6 million.

Within Accounts receivable there is $8.7 million due reflecting sales whose payment terms exceed one year. We will receive payments of $0.6 million and $6.2 million in the third and fourth quarter of fiscal year 2023 from these agreements, respectively.

Our significant uses of cash for the six months ended March 31, 2023 were primarily related to a decrease in accounts payable and accrued expenses and other long-term liabilities of $8.6 million, purchases of held-to-maturity investments of $3.5 million, an increase in inventory of $2.0 million, and a net payment under the line-of-credit agreement of $1.8 million.

Our cash held by our foreign subsidiary in the United Kingdom totaled approximately $4.5 million as of March 31, 2023 and consisted of 0.3 million Euros, 0.2 million British Pounds, and 3.8 million U.S. Dollars. This cash is included in our total cash and cash equivalents reported on the Condensed Consolidated Balance Sheets. Approximately 3.5 million U.S. Dollars was transferred during the first quarter of fiscal year 2023 from the foreign subsidiary in the U.K. (TS-UK) to Modcomp, Inc. (TS-US) to use in operations.

As of March 31, 2023 and September 30, 2022, 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 availability of a limited cash withdrawal of up to $1.0 million. An amount of $13.7 million and $11.9 million were available as of March 31, 2023 and September 30, 2022, respectively. As of March 31, 2023 and September 30, 2022 there were no cash withdrawals outstanding. For a further discussion of the Company’s line of credit, including its financial covenants, see Item 1, Note 10 “Notes Payable and Line of Credit.”

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In the second quarter of fiscal year 2023 we purchased held-to-maturity investments consisting of treasury bills, which mature at different intervals with the last maturity date in August of 2023. These investments are stated at amortized cost. We’ve ensured we have enough working capital for operations during this time in making this investment decision. The decision was made to get higher returns, but continue to have high liquidity.

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 March 31, 2023. 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 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 March 31, 2023, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the six months ended March 31, 2023, 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.

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, 2022.

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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 March 31, 2023 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022, (b) our Condensed Consolidated Statements of Income (Loss) for the three and six months ended March 31, 2023 and 2022, (c) our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2023 and 2022, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three and six months ended March 31, 2023 and 2022, (e) our Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 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 March 31, 2023, 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.

May 10, 2023	By:	/s/ Victor Dellovo
		Victor Dellovo
		Chief Executive Officer,
		President and Director

May 10, 2023	By:	/s/ Gary W. Levine
		Gary W. Levine
		Chief Financial Officer