Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): December 12, 2023

CSP Inc.

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

Massachusetts

(State or other jurisdiction of incorporation)


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


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

(978) 954-5038

(Registrant’s telephone number, including area code)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

Item 2.02 Results of Operations and Financial Condition.

On December 12, 2023 CSP Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year 2023, which ended on September 30, 2023. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

99.1Press Release Dated December 12, 2023

SIGNATURE

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

CSP INC.

Date: December 12, 2023

By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

Exhibit 99.1

CSP Inc. Reports 19% Year-over-Year Revenue Growth for Fiscal 2023; Net Income per Common Share - Diluted Increases 161% to $1.09

Commenced Fiscal 2024 with Momentum as Recently Launched AZT PROTECT Offering Secures Initial Customer Orders and Generates Enthusiasm at Several Industry Conferences

Year End Backlog of Over $7 Million Returns to Pre-Pandemic Levels as Supply Chain Challenges Continue to Ease

LOWELL, Mass., December 12, 2023 – CSP Inc. (NASDAQ: CSPI), an award-winning provider of security and packet capture products, managed IT and professional services and technology solutions, today announced results for the fiscal fourth quarter and full year ended September 30, 2023. The Company also announced that the Board of Directors declared a quarterly dividend of $0.04 per share payable January 9, 2024, to shareholders of record on the close of business on December 22, 2023.

Fiscal Fourth Quarter and Full Year Operating Highlights and Recent Achievements

●

Net income per common share - diluted for the fourth quarter was $0.30 including other income recognized from the Employee Retention Credit (ERC), net of costs to collect of $2.1 million and stock compensation expense, a non-cash expense, of $0.3 million.

●

Full year revenue grew 19% compared to the year-ago period as the Company successfully converted the backlog to a pre-pandemic level.

●

The full year’s performance was primarily driven by the continued growth of the TS business, which increased 14% over the prior year.

●

The recently launched ARIA Zero Trust PROTECT offering, within the High-Performance Product (HPP) business, secured several orders within weeks of its launch.

●

Entered 2024 with a robust balance sheet, enabling the Company to leverage its resources to finance certain large customer orders at preferable interest rates.

“Our strong fiscal 2023 performance is due to several factors, including the sustained contribution of the TS business, the successful conversion of backlog to revenue and the ability to leverage our strong balance sheet to finance large customer orders,” commented Victor Dellovo, Chief Executive. “We achieved full year revenue growth of 19%, reported gross margin of 34% and grew Net income per common share - diluted well over 100% - all significant accomplishments that give us greater confidence to continue executing our strategy of transitioning the business to higher margin products and services.

The TS business continued to grow throughout 2023, and we expect the business to be a major contributor in fiscal 2024 as we add new clients and expand existing client relationships, including contract renewals. We also believe the HPP business is poised for growth in 2024 due to the emergence of and initial success of the newly launched AZT offering. Despite this being a crowded market, we believe AZT surpasses anything available on the market today and the team has been communicating the benefits at several high-profile industry events and conferences. These efforts are certainly having the desired results because the pipeline is growing, and the real-time feedback validates our vision because everyone we speak with acknowledges the ‘need’ for AZT.

Our goal is to aggressively pursue these revenue opportunities, and our optimism is reflected in the fact that we recently added several new salespeople, all of whom are completely ramped up and already responsible for bringing in new business. The AZT offer is a foundational shift for the HPP business, and we firmly believe it has the potential to complement the consistent growth of the TS business. In summary, I believe CSPi is positioned to achieve greater feats and success in fiscal 2024.”

Exhibit 99.1

Fiscal 2023 Full Year Results

Revenue for the full year ended September 30, 2023, was $64.6 million, a 19% increase compared to revenue of $54.4 million for the full year ended September 30, 2022. Gross profit for the twelve months ended September 30, 2023, was $21.9 million, or 34% of sales, compared to $18.8 million, or 35% of sales. The Company reported net income of $5.2 million, or $1.09 per common share - diluted for the fiscal year ended September 30, 2023, compared to net income of $1.9 million, or $0.42 per common share - diluted for the fiscal year ended September 30, 2022. During the fiscal year ended September 30, 2023, the Company recognized the ERC of $2.1 million net of costs, which did not occur in the prior year. The company also had a tax benefit of $0.5 million due to the release of the valuation allowance against the Company’s deferred tax assets. Included in net income is stock compensation expense, a non-cash expense, of $1.1 million.

The Company had cash and cash equivalents of $25.2 million as of September 30, 2023, compared to cash and cash equivalents of $24.0 million as of September 30, 2022. The cash and cash equivalents are considerably higher compared to $13.8 for the quarter ended June 30, 2023, as significant cash flow was generated through the payment of receivables including payments from financing sales provided to customers prior to fiscal year 2023.

Conference Call Details

CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today, December 12, 2023, to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, the event link is https://www.webcaster4.com/Webcast/Page/2912/49597. Individuals may also listen to the call via telephone, by dialing 888-506-0062 or 973-528-0011 and use the Participant Access Code: 119905 when greeted by the live operator. For interested parties unable to participate in the live call, an archived version of the webcast will be available for approximately one year on CSPi’s website.

About CSPi

CSPi (NASDAQ: CSPI) operates two divisions, each with unique expertise in designing and implementing technology solutions to help their customers use technology to success. The High Performance Product division, including ARIA Cybersecurity Solutions, originated from supporting initiatives for the Department of Defense and western intelligence agencies related to network monitoring, data protection, and intelligence initiatives. This focused mindset now results in foolproof data protection, enterprise wide. Our ARIA Software Defined Security solutions set provides enhanced network security, as well as accelerating incident response capabilities, while our Myricom nVoy Series appliances provide automated breach identification and notification, enabled by the 10G dropless packet capture inherent in our Myricom intelligent adapters. CSPi’s Technology Solutions division helps clients achieve their business goals and accelerate time to market through innovative IT solutions and professional services by partnering with best-in-class technology providers. For organizations that want the benefits of an IT department without the cost, we offer a robust catalog of Managed IT Services providing 24×365 proactive support. Our team of engineers have expertise across major industries supporting five key technology areas: Advanced Security; Communication and Collaboration; Data Center; Networking; and Wireless & Mobility.

Safe Harbor

The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include but are not limited to, we also believe our newest product launch, ARIA Zero Trust Protect, will be a growth driver for the High Performance Product (HPP) business in the coming quarters and years, we are cautiously optimistic the HPP business will be a growing contributor as the fiscal year progresses. As such, we believe we have a substantial opportunity ahead of us as our fiscal year unfolds, we move through the fiscal fourth quarter and expectation for fiscal 2024, and we believe the success, reliability and consistency of the TS business will be complemented by the HPP business, primarily as the buzz being

Exhibit 99.1

generated from the AZT Protect converts to orders, positioning us to significant expand revenue and gross margin in fiscal 2024.

The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the Securities and Exchange Commission (“SEC”). Please refer to the section on forward-looking statements included in the Company's filings with the SEC.

Exhibit 99.1

CSP INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)


	September 30, 2023		September 30, 2022

Assets
Current assets:
Cash and cash equivalents	$	25,217	$	23,982
Accounts receivable, net		20,126		22,993
Inventories		2,542		4,372
Other current assets		2,479		8,110
Total current assets		50,364		59,457
Property, equipment and improvements, net		525		647
Operating lease right-of-use assets		966		1,160
Long-term receivable		4,224		7,412
Other assets		9,825		6,386
Total assets	$	65,904	$	75,062

Liabilities and Shareholders’ Equity
Current liabilities	$	15,659	$	30,182
Pension and retirement plans		1,251		1,337
Operating lease liabilities		482		623
Notes Payable		—		449
Other non-current liabilities		2,364		3,508
Shareholders’ equity		46,148		38,963
Total liabilities and shareholders’ equity	$	65,904	$	75,062

Exhibit 99.1

CSP INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)


	Three months ended				Year ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Sales:
Product	$	11,006	$	11,313	$	47,149	$	36,688
Services		4,320		5,372		17,498		17,673
Total sales		15,326		16,685		64,647		54,361

Cost of sales:
Product		8,213		8,887		35,524		28,977
Services		1,927		1,759		7,203		6,557
Total cost of sales		10,140		10,646		42,727		35,534

Gross profit		5,186		6,039		21,920		18,827

Operating expenses:
Engineering and development		705		856		3,140		3,084
Selling, general and administrative		4,787		4,822		16,910		15,783
Total operating expenses		5,492		5,678		20,050		18,867

Operating (loss) income		(306)		361		1,870		(40)

Other income (expense), net		2,733		1,076		2,865		1,979

Income before income taxes		2,427		1,437		4,735		1,939

Income tax expense (benefit)		1,019		22		(469)		50

Net income	$	1,408	$	1,415	$	5,204	$	1,889
Net income attributable to common shareholders	$	1,320	$	1,334	$	4,884	$	1,789

Net income per common share - basic	$	0.30	$	0.31	$	1.11	$	0.42
Weighted average shares outstanding – basic		4,426		4,289		4,381		4,261

Net income per common share - diluted	$	0.30	$	0.31	$	1.09	$	0.42
Weighted average shares outstanding net income - diluted		4,464		4,296		4,471		4,278

Document and Entity Information	Dec. 12, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Securities Act File Number	000-10843
Entity Registrant Name	CSP Inc.
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-2441294
Entity Address, Address Line One	175 Cabot Street
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Lowell
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01854
City Area Code	978
Local Phone Number	954-5038
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CSPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000356037
Amendment Flag	false