csp_10q-123112.htm
 
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
FORM 10-Q 
______________________
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the Quarterly Period Ended December 31, 2012
   
o
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 of incorporation)
(I.R.S. Employer Identification No.)
 
43 Manning Road
Billerica, Massachusetts 01821-3901
(978) 663-7598
(Address and telephone number of principal executive offices)
______________________
 
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  x    No  o.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  o.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
 
As of February 11, 2013, the registrant had 3,442,842 shares of common stock issued and outstanding.

 
 

 

INDEX
 
   
Page
     
PART I. FINANCIAL INFORMATION
3
     
Item 1.
Financial Statements
3
     
 
Consolidated Balance Sheets (unaudited) as of December 31, 2012 and September 30, 2012
3
     
 
Consolidated Statements of Operations (unaudited) for the three months ended December 31, 2012 and 2011
4
     
 
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended December 31, 2012 and 2011
5
     
 
Consolidated Statement of Shareholders’ Equity (unaudited) for the three months ended December 31, 2012
6
     
 
Consolidated Statements of Cash Flows (unaudited) for the three months ended December 31, 2012 and 2011
7
     
 
Notes to Consolidated Financial Statements (unaudited)
8
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13 
     
Item 4.
Controls and Procedures
20 
     
PART II. OTHER INFORMATION
21 
     
Item 6.
Exhibits
21 

 
2

 
 
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements

CSP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)

   
December 31,
2012
   
September 30,
2012
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 17,715     $ 20,493  
Accounts receivable, net of allowances of $195 and $243
    16,438       12,145  
Officer life insurance settlement receivable
          2,172  
Inventories
    5,710       6,276  
Refundable income taxes
    108       121  
Deferred income taxes
    1,339       1,284  
Other current assets
    3,188       2,215  
Total current assets
    44,498       44,706  
Property, equipment and improvements, net
    1,036       991  
                 
Other assets:
               
Intangibles, net
    472       492  
Deferred income taxes
    2,376       2,373  
Cash surrender value of life insurance
    2,208       2,181  
Other assets
    224       323  
Total other assets
    5,280       5,369  
Total assets
  $ 50,814     $ 51,066  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 13,832     $ 13,574  
Deferred revenue
    3,729       3,693  
Pension and retirement plans
    723       717  
Income taxes payable
    51       184  
Total current liabilities
    18,335       18,168  
Pension and retirement plans
    9,489       9,431  
Other long term liabilities
    437       426  
Total liabilities
    28,261       28,025  
                 
Commitments and contingencies
               
                 
Shareholders’ equity:
               
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 3,443 and 3,399 shares, respectively
    34       34  
Additional paid-in capital
    10,905       10,875  
Retained earnings
    18,170       18,744  
Accumulated other comprehensive loss
    (6,556 )     (6,612 )
Total shareholders’ equity
    22,553       23,041  
Total liabilities and shareholders’ equity
  $ 50,814     $ 51,066  
 
 
See accompanying notes to unaudited consolidated financial statements.
 
 
3

 

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except for per share data)
 
   
For the three months ended
 
   
December 31,
2012
   
December 31,
2011
 
Sales:
           
Product
  $ 15,305     $ 15,154  
Services
    5,565       5,939  
Total sales
    20,870       21,093  
                 
Cost of sales:
               
Product
    13,224       12,766  
Services
    3,469       3,504  
Total cost of sales
    16,693       16,270  
                 
Gross profit
    4,177       4,823  
                 
Operating expenses:
               
Engineering and development
    444       383  
Selling, general and administrative
    3,560       3,676  
Total operating expenses
    4,004       4,059  
Operating income
    173       764  
                 
Other income (expense):
               
Foreign exchange gain (loss)
    13       (16 )
Other income (expense), net
    46       (18 )
Total other income (expense), net
    59       (34 )
Income before income taxes
    232       730  
Income tax expense
    117       269  
Net income
  $ 115     $ 461  
Net income attributable to common stockholders
  $ 113     $ 454  
Net income per share – basic
  $ 0.03     $ 0.14  
Weighted average shares outstanding – basic
    3,363       3,357  
Net income per share – diluted
  $ 0.03     $ 0.13  
Weighted average shares outstanding – diluted
    3,407       3,395  
 
See accompanying notes to unaudited consolidated financial statements.

 
4

 

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
 
   
For the three months ended
 
   
December 31,
2012
   
December 31,
2011
 
             
Net income
  $ 115     $ 461  
Other comprehensive income (loss):
               
Foreign currency translation gain (loss) adjustments
    56       (114 )
Other comprehensive income (loss)
    56       (114 )
Total comprehensive income
  $ 171     $ 347  

See accompanying notes to unaudited consolidated financial statements.

 
5

 
CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Three Months Ended December 31, 2012:
(Amounts in thousands)
 
   
Shares
   
Amount
   
Additional
Paid-in
Capital
   
Retained
Earnings
   
Accumulated
other
comprehensive
loss
   
Total
Shareholders’
Equity
 
Balance as of September 30, 2012
    3,399     $ 34     $ 10,875     $ 18,744     $ (6,612 )   $ 23,041  
Net income
                      115             115  
Other comprehensive income:
                            56       56  
Stock-based compensation
                2                   2  
Restricted stock issuance
    44             28                   28  
Cash dividends on common stock ($0.20 per share)
                      (689 )           (689 )
Balance as of December 31, 2012
    3,443     $ 34     $ 10,905     $ 18,170     $ (6,556 )   $ 22,553  
 
See accompanying notes to unaudited consolidated financial statements.

 
6

 

CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)


   
For the three months ended
 
   
December 31,
2012
   
December 31,
2011
 
Cash flows from operating activities:
           
Net income
  $ 115     $ 461  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation and amortization
    102       89  
Amortization of intangibles
    21       21  
Gain on sale of fixed assets, net
    (17 )      
Foreign exchange (gain) loss
    (13 )     16  
Non-cash changes in accounts receivable
    (49 )     9  
Stock-based compensation expense on stock options and restricted stock awards
    30       37  
Deferred income taxes
    (42 )     65  
Increase in cash surrender value of life insurance
    (26 )     (27 )
Changes in operating assets and liabilities:
               
Increase in accounts receivable
    (4,101 )     (4,397 )
Decrease in officer life insurance receivable
    2,172        
Decrease in inventories
    573       1,734  
Decrease in refundable income taxes
    16       23  
Increase in other current assets
    (691 )     (811 )
(Increase) decrease in other assets
    (135 )     16  
Increase in accounts payable and accrued expenses
    150       695  
Increase (decrease) in deferred revenue
    (28 )     1,047  
Decrease in pension and retirement plans liability
    (66 )     (27 )
Increase (decrease) in income taxes payable
    (134 )     99  
Increase in other long term liabilities
    10       7  
Net cash used in operating activities
    (2,113 )     (943 )
                 
Cash flows from investing activities:
               
Life insurance premiums paid
    (2 )     (80 )
Proceeds from the sale of fixed assets
    17        
Purchases of property, equipment and improvements
    (135 )     (85 )
Net cash used in investing activities
    (120 )     (165 )
                 
Cash flows from financing activities:
               
Dividends paid
    (689 )      
Purchase of common stock
          (58 )
Net cash used in financing activities
    (689 )     (58 )
Effects of exchange rate on cash
    144       (71 )
Net decrease in cash and cash equivalents
    (2,778 )     (1,237 )
Cash and cash equivalents, beginning of period
    20,493       15,874  
Cash and cash equivalents, end of period
  $ 17,715     $ 14,637  
                 
Supplementary cash flow information:
               
Cash paid for income taxes
  $ 303     $ 99  
Cash paid for interest
  $ 85     $ 85  
 
See accompanying notes to unaudited consolidated financial statements.

 
7

 

CSP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011

 
Organization and Business
 
CSP Inc. was founded in 1968 and is based in Billerica, Massachusetts. To meet the diverse requirements of its industrial, commercial and defense customers worldwide, CSP Inc. and its subsidiaries (collectively “CSPI” or the “Company”) develop and market IT integration solutions and high-performance cluster computer systems. The Company operates in two segments, its Systems segment and its Service and System Integration segment.
 
1.         Basis of Presentation
 
The accompanying 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 financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited financial statements should be read in conjunction with the footnotes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
 
2.        Use of Estimates
 
The preparation of 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 period. Actual results may differ from those estimates under different assumptions or conditions.
 
3.        Earnings Per Share of Common Stock
 
Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and is computed by dividing net income by the assumed weighted average number of common shares outstanding.
 
We are required to present earnings per share, or 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 income attributable to common stockholders are as follows:

 
8

 

   
   
For the three months ended
 
   
December 31, 2012
   
December 31, 2011
 
   
(Amounts in thousands except per share data)
 
Net income
  $ 115     $ 461  
Less: Net income attributable to nonvested common stock
    2       7  
Net income attributable to common stockholders
  $ 113     $ 454  
                 
Weighted average total shares outstanding – basic
    3,426       3,410  
Less: weighted average non-vested shares outstanding
    63       53  
Weighted average number of common shares outstanding – basic
    3,363       3,357  
Potential common shares from non-vested stock awards and the assumed exercise of stock options
    44       38  
Weighted average common shares outstanding – diluted
    3,407       3,395  
                 
Net income per share – basic
  $ 0.03     $ 0.14  
Net income per share – diluted
  $ 0.03     $ 0.13  
 
All anti-dilutive securities, including certain stock options, are excluded from the diluted income per share computation. For the three months ended December 31, 2012 and  2011, 197,000 and 205,000 options, respectively, were excluded from the diluted income per share calculation because their inclusion would have been anti-dilutive.

4.         Inventories
 
Inventories consist of the following:

   
December 31, 2012
   
September 30, 2012
 
   
(Amounts in thousands)
 
Raw materials
  $ 942     $ 941  
Work-in-process
    1,318       1,407  
Finished goods
    3,450       3,928  
Total
  $ 5,710     $ 6,276  
 
Finished goods includes inventory that has been shipped, but for which all revenue recognition criteria has not been met, of approximately $0.4 million and $1.4 million as of December 31, 2012 and September 30, 2012, respectively.
 
Total inventory balances in the table above are shown net of reserves for obsolescence of approximately $4.5 million and $4.4 million as of December 31, 2012 and September 30, 2012, respectively.
 
 
9

 
 
5.        Accumulated Other Comprehensive Income (Loss)
 
The components of accumulated other comprehensive loss are as follows:
 
   
December 31, 2012
   
September 30, 2012
 
   
(Amounts in thousands)
 
Cumulative effect of foreign currency translation
  $ (2,217 )   $ (2,273 )
Additional minimum pension liability
    (4,339 )     (4,339
Accumulated other comprehensive loss
  $ (6,556 )   $ (6,612 )

6.         Pension and Retirement Plans
 
The Company has defined benefit and defined contribution plans in the United Kingdom, Germany and the U.S. In the United Kingdom and Germany, the Company provides defined benefit pension plans and defined contribution plans for the majority of its employees. In the U.S., the Company provides benefits through supplemental retirement plans to certain current and former employees. The domestic 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. Domestically, the Company also provides for officer death benefits through post-retirement plans to certain officers.  All of the Company’s defined benefit plans are closed to newly hired employees and have been for the two years ended September 30, 2012 and for the three months ended December 31, 2012.

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 consolidated balance sheets.
 
Our pension plan in the United Kingdom 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.
 
The components of net periodic benefit costs related to the U.S. and international plans are as follows:
 
 
10

 

   
For the Three Months Ended December 31,
 
   
2012
   
2011
 
   
Foreign
   
U.S.
   
Total
   
Foreign
   
U.S.
   
Total
 
   
(Amounts in thousands)
 
Pension:
                                   
Service cost
  $ 15     $     $ 15     $ 16     $ 3     $ 19  
Interest cost
    173       16       189       179       21       200  
Expected return on plan assets
    (104 )           (104 )     (104 )           (104 )
Amortization of:
                                               
Prior service gain
                                   
Amortization of net gain
    36       6       42       22       7       29  
Net periodic benefit cost
  $ 120     $ 22     $ 142     $ 113     $ 31     $ 144  
                                                 
Post Retirement:
                                               
Service cost
  $     $     $     $     $     $  
Interest cost
          9       9             18       18  
Amortization of net gain
          (46 )     (46 )           17       17  
Net periodic benefit cost
  $     $ (37 )   $ (37 )   $     $ 35     $ 35  
 
 
11

 

7.        Segment Information
 
The following table presents certain operating segment information.

         
Service and System Integration Segment
       
For the Three Months Ended December 31,
 
Systems
Segment
   
Germany
   
United
Kingdom
   
U.S.
   
Total
   
Consolidated
Total
 
   
(Amounts in thousands)
 
2012
                                   
Sales:
                                   
Product
  $ 96     $ 2,064     $ 154     $ 12,991     $ 15,209     $ 15,305  
Service
    957       3,204       302       1,102       4,608       5,565  
Total sales
    1,053       5,268       456       14,093       19,817       20,870  
Profit (loss) from operations
    (373 )     (147 )           693       546       173  
Assets
    16,914       13,527       3,524       16,849       33,900       50,814  
Capital expenditures
    41       55       3       36       94       135  
Depreciation and amortization
    37       42       5       39       86       123  
                                                 
2011
                                               
Sales:
                                               
Product
  $ 1,239     $ 3,851     $ 353     $ 9,711     $ 13,915     $ 15,154  
Service
    1,107       3,587       316       929       4,832       5,939  
Total sales
    2,346       7,438       669       10,640       18,747       21,093  
Profit from operations
    12       275       26       451       752       764  
Assets
    13,214       16,212       3,727       11,660       31,599       44,813  
Capital expenditures
    29       26       19       11       56       85  
Depreciation and amortization
    23       39       7       41       87       110  

Profit (loss) from operations consists of sales less cost of sales, engineering and development, selling, general and administrative expenses but is not affected by either non-operating charges/income or by income taxes. Non-operating charges/income consists principally of investment income and interest expense.  All intercompany transactions have been eliminated.
 
The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three month periods ended December 31, 2012, and 2011.
 
   
For the three months ended
   
December 31, 2012
 
December 31, 2011
   
Amount
   
% of
Revenues
 
Amount
   
% of
Revenues
       
Customer A
  $ 5.1       24 %   $ 5.2       25 %
Customer B
  $ 2.6       12 %   $ 4.5       21 %
 
8.        Fair Value Measures
 
Assets and Liabilities measured at fair value on a recurring basis are as follows:
 
 
12

 
 
   
Fair Value Measurements Using
 
   
Quoted Prices in
Active
Markets for Identical
Instruments
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
Balance
   
Gain
or
(loss)
 
   
As of December 31, 2012
 
   
(Amounts in thousands)
 
Assets:
                             
Money Market funds
  $ 3,499     $     $     $ 3,499     $  
Total assets measured at fair value
  $ 3,499     $     $     $ 3,499     $  
 
       
   
As of September 30, 2012
 
   
(Amounts in thousands)
 
Assets:
                             
Money Market funds
  $ 3,498     $     $     $ 3,498     $  
Total assets measured at fair value
  $ 3,498     $     $     $ 3,498     $  
 
These assets are included in cash and cash equivalents in the accompanying consolidated balance sheets.  All other monetary assets and liabilities are short-term in nature and approximate their fair value.  The Company did not have any transfers between Level 1, Level 2 or Level 3 measurements.
 
The Company had no liabilities measured at fair value as of December 31, 2012 or September 30, 2012. The Company had no assets or liabilities measured at fair value on a non recurring basis as of December 31, 2012 or September 30, 2012.
 
9.           Dividend
 
On December 10, 2012, our board of directors declared a cash dividend of $0.20 per share which was paid on December 28, 2012 to stockholders of record as of December 20, 2012, the record date.

 
 
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 related to, among others, but not limited to, statements concerning future revenues and future business plans. In addition, forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” or similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, 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.
 
Markets for our products and services are characterized by rapidly changing technology, new product introductions and short product life cycles. These changes can adversely affect our business and operating results. Our success will depend on our ability to enhance our existing products and services and to develop and introduce, on a timely and cost effective basis, new products that keep pace with technological developments and address increasing customer requirements. The inability to meet these demands could adversely affect our business and operating results.
 
 
13

 
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our 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, income taxes, deferred compensation and retirement plans, estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that are believed 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, 2012 in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Results of Operations
 
Overview of the three months ended December 31, 2012 Results of Operations
 
Highlights include:
 
•  
Revenue decreased by approximately $0.2 million, or 1%, to $20.9 million for the three months ended December 31, 2012 versus $21.1 million for the three months ended December 31, 2011.

•  
For the three months ended December 31, 2012, we had an operating profit of approximately $0.2 million versus an operating profit of approximately $0.8 million for the three months ended December 31, 2011, for a decrease of approximately $0.6 million.

•  
For the three months ended December 31, 2012, net income was approximately $0.1 million versus net income of approximately $0.5 million for the three months ended December 31, 2011, for a decrease of approximately $0.4 million.

The following table details our results of operations in dollars and as a percentage of sales for the three months ended December 31, 2012 and 2011:
 
   
December 31, 2012
   
%
of sales
   
December 31, 2011
   
%
of sales
 
   
(Dollar amounts in thousands)
 
Sales
  $ 20,870       100 %   $ 21,093       100 %
Costs and expenses:
                               
Cost of sales
    16,693       80 %     16,270       77 %
Engineering and development
    444       2 %     383       2 %
Selling, general and administrative
    3,560       17 %     3,676       18 %
Total costs and expenses
    20,697       99 %     20,329       97 %
Operating income
    173       1 %     764       3 %
Other income (expense)
    59             (34 )      
Income before income taxes
    232       1 %     730       3 %
Income tax expense
    117             269       1 %
Net income
  $ 115       1 %   $ 461       2 %
 
Sales
 
The following table details our sales by operating segment for the three months ended December 31, 2012 and 2011:
 
 
14

 
 
   
Systems
   
Service and
System
Integration
   
Total
   
% of
Total
 
   
(Dollar amounts in thousands)
 
For the Three Months Ended December 31, 2012:
                       
Product
  $ 96     $ 15,209     $ 15,305       73 %
Services
    957       4,608       5,565       27 %
Total
  $ 1,053     $ 19,817     $ 20,870       100 %
% of Total
    5 %     95 %     100 %        
 

   
Systems
   
Service and
System
Integration
   
Total
   
% of
Total
 
For the Three Months Ended December 31, 2011:
                       
Product
  $ 1,239     $ 13,915     $ 15,154       72 %
Services
    1,107       4,832       5,939       28 %
Total
  $ 2,346     $ 18,747     $ 21,093       100 %
% of Total
    11 %     89 %     100 %        
 

   
Systems
   
Service and
System
Integration
   
Total
   
%
increase (decrease)
 
Increase (Decrease)
                       
Product
  $ (1,143 )   $ 1,294     $ 151       1 %
Services
    (150 )     (224 )     (374 )     (6 )%
Total
  $ (1,293 )   $ 1,070     $ (223 )     (1 )%
% increase (decrease)
    (55 )%     6 %     (1 )%        
 
As shown above, total revenues decreased by approximately $0.2 million, or 1%, for the three months ended December 31, 2012 compared to the three months ended December 31, 2011.  Revenue in the Systems segment decreased for the current year three month period versus the prior year three month period by approximately $1.3 million, while revenues in the Service and System Integration segment increased by approximately $1.1 million.
 
Product revenues increased by approximately $0.2 million, or 1%, for the three months ended December 31, 2012 compared to the comparable period of the prior fiscal year. Product revenues in the Service and System Integration segment increased by approximately $1.3 million while in the Systems segment product revenue decreased by approximately $1.1 million for the three month period ended December 31, 2012 versus the three month period ended December 31, 2011.

In the US division of the Service and System Integration segment, product sales increased by approximately $3.3 million, offset by decreases in sales in this segment’s German division of approximately $1.8 million and in the UK division of approximately $0.2 million.
 
In the US division, the increase was primarily a result of sales to newly acquired customers, which totaled approximately $3.0 million for the three months ended December 31, 2012, while sales to existing customers increased by approximately $0.3 million.

In Germany, the $1.8 million decrease in product revenue included an unfavorable foreign currency impact of approximately $0.1 million, therefore on a volume basis in constant dollars the increase was approximately $1.7 million.  This sales volume decrease was driven by decreased sales to the division’s largest customer, a large UK-based wireless carrier, of approximately $1.5 million.    The decrease in product sales in the UK division was the result of weaker demand from our UK customer base in the current-year quarter versus the prior year quarter.
 
 
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The decrease in product revenues in the Systems segment of approximately $1.1 million was due to a decrease in sales to our Japanese defense department customer of approximately $0.7 million, and a decrease of $0.4 million in sales of parts, components and spares to existing US defense department customers.
 
As shown in the table above, service revenues decreased by approximately $0.4 million, or 6%.  This decrease was made up of an decrease in the Systems segment of $0.2 million and an decrease in the Service and System Integration segment of approximately $0.2 million. The decrease in the Systems segment service revenue was due to lower royalty income recorded in the three months ended December 31, 2012 which was approximately $0.8 million versus $1.0 million for the three months ended December 31, 2011. The decrease in service revenues in the Service and System Integration segment was due to a decrease in the German division, where service revenue decreased by approximately $0.4 million, offset by an increase in service revenues of approximately $0.2 million in the US division.  In Germany, there was an unfavorable currency fluctuation impact to service revenues of approximately $0.1 million, therefore services sales volume in constant dollars decreased by approximately $0.3 million.  This decrease in sales volume was driven by decreased service revenues to the German division's largest customer, a UK-based wireless carrier. The increase in service revenue in the US division of the segment was from higher third party maintenance revenue for the quarter ended December 31, 2012 versus the quarter ended December 31, 2011.
 
Our sales by geographic area, based on the location to which the products were shipped or services rendered, are as follows:
 
   
For the three months ended,
             
   
December 31, 2012
   
%
   
December 31, 2011
   
%
   
$ Increase
(Decrease)
   
% Increase
(Decrease)
 
   
(Dollar amounts in thousands)
 
Americas
  $ 14,942       72 %   $ 11,814       56 %   $ 3,128       26 %
Europe
    5,743       27 %     8,448       40 %     (2,705 )     (32 )%
Asia
    185       1 %     831       4 %     (646 )     (78 )%
Totals
  $ 20,870       100 %   $ 21,093       100 %   $ (223 )     (1 )%
 
The increase in Americas revenue for the three months ended December 31, 2012 versus the three months ended December 31, 2011 was primarily the result of the fluctuations described above in the Systems segment where combined product and service sales to US customers decreased by an aggregate $0.6 million while in the US division of the Service and System Integration segment, sales to customers in the Americas were greater by approximately $3.8 million.
 
The decrease in sales in Europe was primarily the result of the lower sales described above from the German and UK divisions of the Service and System Integration segment, which made up $2.4 million of the decrease, while Europe sales from the US division of the Service and System Integration segment decreased by approximately $0.3 million. The decrease in Asia sales was the result of the decrease in sales to our existing customer that supplies a large Japanese defense program (see discussion above).

 
16

 

Cost of Sales and Gross Margins

The following table details our cost of sales and gross profit margins by operating segment for the three months ended December 31, 2012 and 2011:
 
   
Systems
   
Service and
System
Integration
   
Total
   
% of
Total
 
   
(Dollar amounts in thousands)
 
For the Three Months Ended December 31, 2012:
                       
Product
  $ 17     $ 13,207     $ 13,224       79 %
Services
    87       3,382       3,469       21 %
Total
  $ 104     $ 16,589     $ 16,693       100 %
% of Total
    1 %     99 %     100 %        
% of Sales
    10 %     84 %     80 %        
Gross Margins:
                               
Product
    82 %     13 %     14 %        
Services
    91 %     27 %     38 %        
Total
    90 %     16 %     20 %        
                                 
For the Three Months Ended December 31, 2011:
                               
Product
  $ 829     $ 11,937     $ 12,766       78 %
Services
    55       3,449       3,504       22 %
Total
  $ 884     $ 15,386     $ 16,270       100 %
% of Total
    5 %     95 %     100 %        
% of Sales
    38 %     82 %     77 %        
Gross Margins:
                               
Product
    33 %     14 %     16 %        
Services
    95 %     29 %     41 %        
Total
    62 %     18 %     23 %        
                                 
Increase (decrease)
                               
Product
  $ (812 )   $ 1,270     $ 458       4 %
Services
    32       (67 )     (35 )     (1 )%
Total
  $ (780 )   $ 1,203     $ 423       3 %
% Increase (decrease)
    (88 )%     8 %     3 %        
% of Sales
    (28 )%     2 %     3 %        
Gross Margins:
                               
Product
    49 %     (1 )%     (2 )%        
Services
    (4 )%     (2 )%     (3 )%        
Total
    28 %     (2 )%     (3 )%        
 
Total cost of sales increased by approximately $0.4 million when comparing the three months ended December 31, 2012 versus the three months ended December 31, 2011.   This increase in cost of sales of 3% overall was despite the decrease in sales of 1% overall as described previously.  The resulting lower gross profit margin ("GPM") of 20% for the three months ended December 31, 2012 versus 23% for 2011 was due to several factors which are discussed below.
 
 
17

 
 
In the Service and System Integration segment, the overall GPM was 16% for the three months ended December 31, 2012 versus 18% for the prior year three  month period.  Product GPM in the segment decreased from 14% for the three months ended December 31, 2011, to 13% for the three  months ended December 31, 2012, while the segment’s service GPM decreased from 29% to 27% .  The product GPM decrease was due to a less favorable product mix in the current year three month period versus the prior year.  Prior year product sales included more networking and data security products as opposed to sales of servers and other lower margin products in the current year three month period particularly in the German division.  The decrease in service GPM in the Service and System Integration segment from 29% for the three month period ended December 31, 2011 to 27% for the three months ended December 31, 2012 was due primarily to lower utilization of in-house service engineers in providing billable services in Germany
 
In the Systems segment, the overall GPM increased from 62% to 90% as shown in the table above.  This was because in the current year three month period, royalty revenue, which carries a 100% GPM, made up a much greater percentage of total Systems segment revenue (71%), versus the prior year three month period royalty revenue which was 41% of total System segment revenue.

Engineering and Development Expenses
 
The following table details our engineering and development expenses by operating segment for the three months ended December 31, 2012 and 2011:
 
   
For the three months ended,
             
   
December 31, 2012
   
% of
Total
   
December 31, 2011
   
% of
Total
   
$ Increase
   
% Increase
 
   
(Dollar amounts in thousands)
 
By Operating Segment:
                                   
Systems
  $ 444       100 %   $ 383       100 %   $ 61       16 %
Service and System Integration
                                   
Total
  $ 444       100 %   $ 383       100 %   $ 61       16 %
 
The $0.1 million increase in engineering and development expenses displayed above was due to higher engineering consulting expenditures in connection with the development of the next generation of products in the Systems segment.
 
Selling, General and Administrative
 
The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the three months ended December 31, 2012 and 2011:
 
   
For the three months ended,
             
   
December 31, 2012
   
% of
Total
   
December 31, 2011
   
% of
Total
   
$ Increase (Decrease)
   
% Increase (Decrease)
 
   
(Dollar amounts in thousands)
 
By Operating Segment:
                                   
Systems
  $ 878       25 %   $ 1,052       29 %   $ (174 )     (17 )%
Service and System Integration
    2,682       75 %     2,624       71 %     58       2 %
Total
  $ 3,560       100 %   $ 3,676       100 %   $ (116 )     (3 )%
 
The decrease in SG&A expense in the Systems segment was primarily the result of decreased bonus and commission expense owing to the less favorable revenue, gross profit and overall operating results for the three months ended December 31, 2012 versus the comparable period in the prior year. In the Service and System Integration segment, SG&A expense increased due to higher marketing expense and pension expense in the UK division of the segment.
 
Other Income/Expenses
 
The following table details our other income (expense) for the three months ended December 31, 2012 and 2011:
 
 
18

 
 
   
For the three months ended,
       
   
December 31, 2012
   
December 31, 2011
   
Increase
 
   
(Amounts in thousands)
 
Interest expense
  $ (21 )   $ (21 )   $  
Interest income
    13       5       8  
Foreign exchange gain (loss)
    13       (15 )     28  
Gain on sale of fixed assets
    17             17  
Other income (expense), net
    37       (3 )     40  
Total other income (expense), net
  $ 59     $ (34 )   $ 93  
 
Other income (expense), net, for the three month periods ended December 31, 2012 and 2011was not significant nor was the change from the prior year three month period to that of the current year.
 
Income Taxes
 
Income Tax Provision
 
The Company recorded income tax expense of approximately $0.1 million for the quarter ended December 31, 2012,  reflecting an effective income tax rate of 50% for the period compared to income tax expense of approximately $0.3 million for the quarter ended December 31, 2011, which reflected an effective tax rate of 37%. The higher effective tax rate for the quarter ended December 31, 2012 was due to accrued interest and penalties calculated on the liability for uncertain tax positions.
 
In assessing the realizability of deferred tax assets, we considered our taxable future earnings and the expected timing of the reversal of temporary differences. Accordingly, we have recorded a valuation allowance which reduces the gross deferred tax asset to an amount that we believe will more likely than not be realized.  We maintained a substantial valuation allowance against our United Kingdom deferred tax assets as we have experienced cumulative losses and do not have any indication that the operation will be profitable in the future to an extent that will allow us to utilize much of our net operating loss carryforwards. To the extent that actual experience deviates from our assumptions, our projections would be affected and hence our assessment of realizability of our deferred tax assets may change.
 
Liquidity and Capital Resources
 
Our primary source of liquidity is our cash and cash equivalents, which decreased by approximately $2.8 million to $17.7 million as of December 31, 2012 from $20.5 million as of September 30, 2012. At December 31, 2012, cash equivalents consisted of money market funds which totaled $3.5 million.
 
Significant uses of cash for the three months ended December 31, 2012 included an increase in accounts receivable of approximately $4.1 million, payment of dividends of approximately $0.7 million and an increase in other assets of approximately $0.7 million.  Significant sources of cash included the collection of officer's life insurance receivable of approximately $2.2 million and reduction in inventories of approximately $0.6 million.
 
Cash held by our foreign subsidiaries located in Germany and the United Kingdom totaled approximately $6.1 million as of December 31, 2012 and $9.8 million as of September 30, 2012. This cash is included in our total cash and cash equivalents reported above. We consider this cash to be permanently reinvested into these foreign locations because repatriating it would result in unfavorable tax consequences.  Consequently, it is not available for activities that would require it to be repatriated to the U.S.
 
If cash generated from operations is insufficient to satisfy working capital requirements, we may need to access funds through bank loans or other means. There is no assurance that we will be able to raise any such capital on terms acceptable to us, on a timely basis or at all. 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 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 lines of credit will be sufficient to provide for the Company’s working capital and capital expenditure requirements for the foreseeable future.
 
 
19

 

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 December 31, 2012. 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 Securities Exchange Act of 1934, as amended, or  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 our 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 December 31, 2012, the Company’s chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
 
Changes in Internal Controls over Financial Reporting
 
During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
20

 
 
PART II.   OTHER INFORMATION

Item 6.          Exhibits
 
Number
 
Description
31.1*
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101*
 
Interactive Data Files regarding (a) our Consolidated Balance Sheets as of December 31, 2012 and September 30, 2012, (b) our Consolidated Statements of Operations for the Three Months Ended December 31, 2012 and 2011, (c) our Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2012 and 2011, (d) our Consolidated Statement of Shareholders’ Equity for the Three Months Ended December 31, 2012, (e) our Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2012 and 2011 and (f) the Notes to such Consolidated Financial Statements.

________________________
 
*Filed Herewith

 
21

 
 
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.
     
Date: February 14, 2013
By:
/s/ Victor Dellovo
   
Victor Dellovo
   
Chief Executive Officer,
   
President and Director
     
Date: February 14, 2013
By:
/s/ Gary W. Levine
   
Gary W. Levine
   
Chief Financial Officer

 
22

 
 
Exhibit Index
 
Number
 
Description
31.1*
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101*
 
Interactive Data Files regarding (a) our Consolidated Balance Sheets as of December 31, 2012 and September 30, 2012, (b) our Consolidated Statements of Operations for the Three Months Ended December 31, 2012 and 2011, (c) our Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2012 and 2011, (d) our Consolidated Statement of Shareholders’ Equity for the Three Months Ended December 31, 2012, (e) our Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2012 and 2011 and (f) the Notes to such Consolidated Financial Statements.

________________________
 
*Filed Herewith

 
23