0000356037false00003560372024-02-142024-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 14, 2024

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 February 14, 2024 CSP Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2024, which ended on December 31, 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 February 14, 2024

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: February 14, 2024

By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

Exhibit 99.1

CSP Inc. Reports Fiscal First Quarter 2024 Operating Results; Success of ARIA Zero Trust PROTECT Generates Immediate Interest Among Fortune 50 Companies

Significant Business Momentum of AZT Demonstrated by Recently Awarded Multi-Million Dollar Contract with a Global Pharmaceutical Company

Pace and Number of AZT Evaluations is Increasing as Organizations Seek to Protect Enterprises from Global Cyberattack Threats.

Quarterly Dividend Raised to $0.05 Per Share, Demonstrating Confidence of Sustained Positive Performance

LOWELL, Mass., February 14, 2024CSP 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 first quarter ended December 31, 2023. The Company also announced that the Board of Directors declared and raised the quarterly dividend to $0.05 per share payable March 08, 2024, to shareholders of record on the close of business on February 26, 2024.

Recent Achievements and Operating Highlights

Secured multi-million dollar contract for ARIA Zero Trust PROTECT offering with a global pharmaceutical company, increasing the Company’s visibility among the Fortune 50 companies
Continued enthusiasm of ARIA Zero Trust PROTECT offering remains high and continues to generate growing interest among small, mid and large scale companies and organizations with OT environments
Awarded (renewal) a multi-million five-year service contract to provide IT managed services to south Florida higher education institution providing two- and four-year degrees to the community of South Florida
Partnered with a leading cybersecurity advisory firm and reseller, which serves around 6,000 companies worldwide, to drive greater adoption of ARIA Zero Trust PROTECT
Continues to maintain a robust balance sheet, enabling the Company to raise the quarterly dividend and leverage its resources to finance certain large customer orders at preferable interest rates

"We are excited with the early success and demand of the ARIA Zero Trust PROTECT offering, surpassing our initial expectations and culminating in the first multi-million dollar contract with a global pharmaceutical corporation,” commented Victor Dellovo, Chief Executive Officer. “We believe the initial achievements of the AZT offering, coupled with high customer satisfaction, are greatly enhancing our reputation and allowing us to compete at the highest level, and among some of the largest companies and organizations in the world as they seek to protect their enterprises from cyberattack threats. We continue to believe this is a significant and game-changing development for the HPP business and remain cautiously optimistic as we move through the fiscal second quarter and second half of the year. Our objective is to continue to build the sales funnel and prioritize leads, which is expected to increase exponentially as we host and attend more industry events to elevate the capabilities of the AZT offering. Additionally, the continued partnership with leading resellers enables us to leverage their knowledge, expertise and reach to further accelerate the adoption of AZT.

We also continue to be pleased with the overall performance of the Technology Solutions business as it secured a five year multi-million dollar managed services renewal contract with a south Florida college, plus an additional five-year option, at prices higher than the renewal.

I believe these recent accomplishments, across both businesses, and the Board’s decision to increase the quarterly dividend demonstrate that we remain positioned to achieve far greater success as the representative dollar value of the new business pipeline is higher today compared to any other time in our Company’s history.”



Exhibit 99.1

Fiscal 2024 First Quarter Results

Revenue for the fiscal first quarter ended December 30, 2023, was $15.4 million compared to revenue of $18.3 million for the fiscal first quarter ended December 31, 2022. The Company had expected to close several orders by the end of the fiscal first quarter, however, these were pushed out due to the holidays and were subsequently signed in the fiscal second quarter. Gross profit for the three months ended December 31, 2023, was $4.1 million, or 26.6% of sales, compared to $5.8 million, or 31.7% of sales. The Company reported a net loss of $(73,000), or $(0.02) per diluted common share for the fiscal first quarter ended December 31, 2023, compared to net income of $1.0 million, or $0.21 per diluted common share for the fiscal first quarter ended December 31, 2022.

The Company had cash and cash equivalents of $25.6 million as of December 31, 2023, compared to cash and cash equivalents of $25.2 million as of September 30, 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, February 14, 2024, 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/2912/49904. Individuals also may listen to the call via telephone, by dialing 888-506-0062 or 973-528-0011and use the Participant Access Code: 606441 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 continue to believe the initial success with ARIA Zero Trust PROTECT is a significant and game-changing development for the HPP business, our objective is to continue to build the sales funnel and prioritize leads, which is expected to increase exponentially as we host and attend more industry events to elevate the capabilities of the AZT offering, we remain positioned to achieve far greater success as the representative dollar value of the new business pipeline is higher today compared to any other time in our Company’s history.

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)

    

December 31, 2023

    

September 30, 2023

Assets

 

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

25,611

$

25,217

Accounts receivable, net

 

11,722

 

12,955

Financing receivables, net

7,497

7,171

Inventories

 

6,963

 

2,542

Other current assets

 

1,824

 

2,479

Total current assets

 

53,617

 

50,364

Financing receivables due after one year, net

 

2,453

 

4,224

Cash surrender value of life insurance

5,390

5,356

Other assets

 

5,967

 

5,960

Total assets

$

67,427

$

65,904

Liabilities and Shareholders’ Equity

 

  

 

  

Current liabilities

$

16,982

$

15,659

Pension and retirement plans

 

1,227

 

1,251

Other non-current liabilities

 

2,744

 

2,846

Shareholders’ equity

 

46,474

 

46,148

Total liabilities and shareholders’ equity

$

67,427

$

65,904



Exhibit 99.1

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

Three months ended

    

December 31,

    

December 31,

2023

2022

Sales:

 

  

 

  

Product

$

11,407

$

14,221

Services

 

3,968

 

4,123

Total sales

 

15,375

 

18,344

Cost of sales:

 

  

 

  

Product

 

9,228

 

10,771

Services

 

2,052

 

1,756

Total cost of sales

 

11,280

 

12,527

Gross profit

 

4,095

 

5,817

Operating expenses:

 

  

 

  

Engineering and development

 

700

 

836

Selling, general and administrative

 

3,738

 

3,617

Total operating expenses

 

4,438

 

4,453

Operating (loss) income

 

(343)

 

1,364

Other income (expense), net

 

283

 

(270)

(Loss) income before income taxes

(60)

 

1,094

Income tax expense

13

 

133

Net (loss) income

$

(73)

$

961

Net (loss) income attributable to common shareholders

$

(73)

$

906

Net (loss) income per common share - basic

$

(0.02)

$

0.21

Weighted average shares outstanding – basic

 

4,432

 

4,295

Net (loss) income per common share - diluted

$

(0.02)

$

0.21

Weighted average shares outstanding net income - diluted

 

4,432

 

4,328



v3.24.0.1
Document and Entity Information
Feb. 14, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 14, 2024
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

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