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~~December 31, 2022

◻ 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 9, 2022,~~February 2, 2023, the registrant had ~~4,533,167~~4,667,788 shares of common stock issued and outstanding.

Table of Contents

INDEX

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2022 (unaudited) and September 30, ~~2021~~2022 (audited)	3

	Condensed Consolidated Statements of Operations ~~(unaudited)~~ for the three months ~~and six months~~ ended ~~March~~December 31, 2022 and ~~202~~2021 (unaudited)1	4

	Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income ~~(unaudited)~~(Loss) for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021 (unaudited)	5

	Condensed Consolidated Statement of Shareholders’ Equity ~~(unaudited)~~ for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~ for the ~~six~~three months ended ~~March~~December 31, 2022 and ~~202~~2021 (unaudited)1	87

	Notes to Condensed Consolidated Financial Statements (unaudited)	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2321

Item 4.	Controls and Procedures	3427

PART II.	OTHER INFORMATION

Item 1A.	Risk ~~Factors~~factors	35
~~Item 2.~~	~~Purchases of equity securities~~	3528

Item 6.	Exhibits	3628

Table of Contents

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,


2022

2021

Unaudited

Audited
ASSETS




Current assets:




Cash and cash equivalents

$
20,332

$
20,007
Accounts receivable, net of allowances of $97 and $142

17,331

18,698
Investment in lease, net-current portion

40

68
Inventories

4,055

3,989
Refundable income taxes

1,711

1,656
Other current assets

3,611

4,616
Total current assets

47,080

49,034

Property, equipment and improvements, net

782

764
Operating lease right-of-use assets

1,041

1,358
Intangibles, net

14

19
Investment in lease, net-less current portion

9

15
Long-term receivable

5,344

7,522
Cash surrender value of life insurance

4,098

4,194
Other assets

62

68
Total assets

$
58,430

$
62,974

LIABILITIES AND SHAREHOLDERS’ EQUITY




Current liabilities:




Accounts payable and accrued expenses

$
10,116

$
13,928
Line of credit

879

941
Notes payable - current portion

594

757
Deferred revenue

2,664

1,893
Pension and retirement plans

428

308
Total current liabilities

14,681

17,827
Pension and retirement plans

3,681

4,097
Notes payable - noncurrent portion

438

876
Operating lease liabilities - noncurrent portion

583

821
Income taxes payable

524

524
Other noncurrent liabilities

4,376

4,783
Total liabilities

24,283

28,928

Shareholders’ equity:




Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,533 and 4,394 shares, respectively

46

45
Additional paid-in capital

18,820

18,258
Retained earnings

24,881

25,191
Accumulated other comprehensive loss

(9,600)

(9,448)
Total shareholders’ equity

34,147

34,046
Total liabilities and shareholders’ equity

$
58,430

$
62,974


	December 31,		September 30,
	2022		2022
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	19,585	$	23,982
Accounts receivable, net of allowances of $115 and $88		22,232		22,993
Investment in lease, net-current portion		17		17
Inventories		4,116		4,372
Refundable income taxes		918		1,050
Other current assets		6,764		7,043
Total current assets		53,632		59,457


Property, equipment and improvements, net		604		647
Operating lease right-of-use assets		1,011		1,160
Intangibles, net		57		10
Investment in lease, net-less current portion		11		3
Long-term receivable		6,932		7,412
Cash surrender value of life insurance		5,194		5,163
Pension benefits assets		1,421		1,099
Other assets		112		111
Total assets	$	68,974	$	75,062

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	15,298	$	22,463
Line of credit		3,449		3,124
Notes payable - current portion		432		427
Deferred revenue		3,775		4,058
Pension and retirement plans		110		110
Total current liabilities		23,064		30,182
Pension and retirement plans		1,295		1,337
Notes payable - noncurrent portion		—		449
Operating lease liabilities - noncurrent portion		531		623
Income taxes payable		462		462
Other noncurrent liabilities		2,912		3,046
Total liabilities		28,264		36,099

Shareholders’ equity:
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,555 and 4,554 shares, respectively		46		46
Additional paid-in capital		19,735		19,476
Retained earnings		27,593		26,769
Accumulated other comprehensive loss		(6,664)		(7,328)
Total shareholders’ equity		40,710		38,963
Total liabilities and shareholders’ equity	$	68,974	$	75,062

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

(Unaudited)


	Three months ended				Six months ended				Three months ended
	March 31,		March 31,		March 31,		March 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2021
Sales:
Product	$	8,217	$	10,976	$	16,937	$	19,384	$	14,221	$	8,720
Services		3,764		3,112		7,413		6,092		4,123		3,649
Total sales		11,981		14,088		24,350		25,476		18,344		12,369

Cost of sales:
Product		6,265		8,553		13,542		15,502		10,771		7,277
Services		1,516		1,167		2,994		2,228		1,756		1,478
Total cost of sales		7,781		9,720		16,536		17,730		12,527		8,755

Gross profit		4,200		4,368		7,814		7,746		5,817		3,614

Operating expenses:
Engineering and development		717		762		1,344		1,491		836		627
Selling, general and administrative		3,507		3,727		6,890		6,913		3,617		3,383
Total operating expenses		4,224		4,489		8,234		8,404		4,453		4,010
Operating loss		(24)		(121)		(420)		(658)
Operating income (loss)										1,364		(396)

Other income (expense):
Foreign exchange gain (loss)		176		(154)		159		(621)
Foreign exchange loss										(501)		(17)
Interest expense		(101)		(75)		(206)		(113)		(64)		(105)
Interest income		126		133		271		231		261		145
Gain on forgiveness of debt		—		—		—		2,196
Other income (expense), net		(16)		93		3		102
Total other income (expense), net		185		(3)		227		1,795
Other (expense) income, net										34		19
Total other (expense) income, net										(270)		42
Income (loss) before income taxes		161		(124)		(193)		1,137		1,094		(354)
Income tax expense		5		723		17		833		133		12
Net income (loss)	$	156	$	(847)	$	(210)	$	304	$	961	$	(366)
Net income (loss) attributable to common shareholders	$	148	$	(847)	$	(210)	$	289	$	906	$	(366)

Net income (loss) per share - basic	$	0.03	$	(0.20)	$	(0.05)	$	0.07
Weighted average shares outstanding – basic		4,274		4,158		4,237		4,117
Net income (loss) per common share - basic									$	0.21	$	(0.09)
Weighted average common shares outstanding – basic										4,295		4,200

Net income (loss) per share - diluted	$	0.03	$	(0.20)	$	(0.05)	$	0.07
Weighted average shares outstanding – diluted		4,285		4,158		4,237		4,202
Net income (loss) per common share - diluted									$	0.21	$	(0.09)
Weighted average common shares outstanding – diluted										4,328		4,200

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(Amounts in thousands)

(Unaudited)


	Three months ended				Six months ended				Three months ended
	March 31,		March 31,		March 31,		March 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2021
Net income (loss)	$	156	$	(847)	$	(210)	$	304	$	961	$	(366)
Foreign currency translation (loss) gain adjustments, net		(181)		49		(152)		351
Total comprehensive (loss) income	$	(25)	$	(798)	$	(362)	$	655
Foreign currency translation gain adjustments, net										664		29
Total comprehensive income (loss)									$	1,625	$	(337)

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the three months ended ~~March~~December 31, 2022 and 2021:

(Amounts in thousands, except per share data)

(Unaudited)

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

Accumulated

Additional

other

Total

Paid-in

Retained

comprehensive

Shareholders’
Three Months Ended March 31, 2021:

Shares

Amount

Capital

Earnings

loss

Equity
Balance as of December 31, 2020

4,276

$
43

$
17,259

$
25,643

$
(11,693)

$
31,252
Net loss

—

—

—

(847)

—

(847)
Other comprehensive income

—

—

—

—

49

49
Stock-based compensation

—

—

240

—

—

240
Restricted stock issuance

103

1

—

—

—

1
Issuance of shares under employee stock purchase plan

15

—

106

—

—

106
Balance as of March 31, 2021

4,394

$
44

$
17,605

$
24,796

$
(11,644)

$
30,801


								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Three months ended December 31, 2022:	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	—		—		—		961		—		961
Other comprehensive income	—		—		—		—		664		664
Stock-based compensation	—		—		253		—		—		253
Restricted stock issuance	1		—		6		—		—		6
Cash dividends declared on common stock ($0.03 per share)			—		—		(137)		—		(137)
Balance as of December 31, 2022	4,555	$	46	$	19,735	$	27,593	$	(6,664)	$	40,710

								Accumulated
				Additional				other		Total
				Paid-in		Retained		comprehensive		Shareholders’
Three months ended December 31, 2021:	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	—		—		—		(366)		—		(366)
Other comprehensive income	—		—		—		—		29		29
Stock-based compensation	—		—		225		—		—		225
Restricted stock cancellation	—		(1)		—		—		—		(1)
Balance as of December 31, 2021	4,394	$	44	$	18,483	$	24,825	$	(9,419)	$	33,933

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

CSP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~SHAREHOLDERS’ EQUITY~~

~~For the six months ended March 31, 2022 and 2021:~~CASH FLOWS

(Amounts in ~~thousands, except per share data)~~thousands)

(Unaudited)

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

Accumulated

Additional

other

Total

Paid-in

Retained

comprehensive

Shareholders’
Six months ended March 31, 2021:

Shares

Amount

Capital

Earnings

loss

Equity
Balance as of September 30, 2020

4,276

$
43

$
16,994

$
24,492

$
(11,995)

$
29,534
Net income

—

—

—

304

—

304
Other comprehensive income

—

—

—

—

351

351
Stock-based compensation

—

—

505

—

—

505
Restricted stock issuance

103

1

—

—

—

1
Issuance of shares under employee stock purchase plan

15

—

106

—

—

106
Balance as of March 31, 2021

4,394

$
44

$
17,605

$
24,796

$
(11,644)

$
30,801


	Three months ended
	December 31,		December 31,
	2022		2021
Operating activities
Net income (loss)	$	961	$	(366)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		86		92
Amortization of intangibles		4		2
Foreign exchange loss		501		17
Provision for losses on accounts receivable		25		1
Provision for obsolete inventory		48		5
Amortization of lease right-of-use assets		149		202
Stock-based compensation expense on stock options and restricted stock awards		259		225
Increase in cash surrender value of life insurance		(31)		(32)

Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		718		(436)
Decrease (increase) in inventories		208		(203)
Decrease in refundable income taxes		133		12
Increase in operating lease right-of-use assets		(1)		(36)
Decrease (increase) in other assets		284		(878)
(Increase) decrease in investment in lease		(8)		19
Decrease in long-term receivable		480		1,924
Decrease in accounts payable and accrued expenses		(7,232)		(833)
Increase in interest payable		18		15
Decrease in operating lease liabilities		(144)		(164)
(Decrease) increase in deferred revenue		(284)		327
Decrease in pension and retirement plans liabilities		(267)		(168)
Decrease in other long-term liabilities		(134)		—
Net cash used in operating activities		(4,227)		(275)

Investing activities
Life insurance premiums paid		—		(60)
Proceeds from sales of property, equipment, and improvements		—		1
Additions of intangible assets		(51)		—
Purchases of property, equipment and improvements		(44)		(137)
Net cash used in investing activities		(95)		(196)

Financing activities
Net borrowing under line-of-credit agreement		325		203
Repayments on notes payable		(449)		(472)
Principal payments on finance leases		(1)		(11)
Net cash used in financing activities		(125)		(280)
Effects of exchange rate on cash		50		39
Net decrease in cash and cash equivalents		(4,397)		(712)
Cash and cash equivalents beginning of year		23,982		20,007
Cash and cash equivalents end of year	$	19,585	$	19,295

Supplementary cash flow information:
Cash paid for interest	$	70	$	184
Dividend declared during period	$	137	$	—

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.

~~Table of Contents~~

~~CSP INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Amounts in thousands)~~

~~(Unaudited)~~

Six months ended

March 31,

March 31,


2022

2021
Operating activities




Net (loss) income

$
(210)

$
304

Adjustments to reconcile net (loss) income to net cash provided by operating activities:




Depreciation

175

197
Amortization of intangibles

5

5
Loss on sale of fixed assets, net

1

—
Foreign exchange (gain) loss

(159)

621
Provision for losses on accounts receivable

(45)

36
Provision for obsolete inventory

21

24
Amortization of lease right-of-use assets

360

320
Stock-based compensation expense on stock options and restricted stock awards

472

505
Deferred income taxes

—

1,149
Increase in cash surrender value of life insurance

156

(61)

Adjustment for financing activities recognized in net income - Gain on forgiveness of debt

—

(2,196)
��

Changes in operating assets and liabilities:




Decrease (increase) in accounts receivable

1,687

(1,824)
Increase in life insurance receivable

(322)

—
(Increase) decrease in inventories

(87)

1,043
Increase in refundable income taxes

(55)

(423)
(Increase) decrease in operating lease right-of-use assets

(42)

9
Decrease (increase) in other assets

1,005

(1,005)
Decrease in investment in lease

34

208
Decrease (increase) in long-term receivable

2,179

(4,176)
(Decrease) increase in accounts payable and accrued expenses

(3,743)

1,701
Increase in interest payable

42

68
Decrease in operating lease liabilities

(321)

(279)
Increase in deferred revenue

771

455
(Decrease) increase in pension and retirement plans liabilities

(244)

31
(Decrease) increase in other long-term liabilities

(407)

5,100
Net cash provided by operating activities

1,273

1,812

Investing activities




Life insurance premiums paid

(60)

(70)
Proceeds from sales of property, equipment, and improvements

2

—
Purchases of property, equipment and improvements

(195)

(43)
Net cash used in investing activities

(253)

(113)

Financing activities




Net payments under line-of-credit agreement

(62)

(382)
Repayments on debt

(559)

(164)
Principal payments on finance leases

(23)

(173)
Purchase of common stock

(100)

—
Proceeds from issuance of shares under equity compensation plans

90

106
Net cash used in financing activities

(654)

(613)
Effects of exchange rate on cash

(41)

47
Net increase in cash and cash equivalents

325

1,133
Cash and cash equivalents beginning of period

20,007

19,264
Cash and cash equivalents end of period

$
20,332

$
20,397

Supplementary cash flow information:




Cash paid for income taxes

$
—

$
107
Cash paid for interest

$
184

$
100

Supplementary non-cash financing activities:

Gain on forgiveness of debt

$
—

$
2,196
Customer financing for inventory sold (see Note 6 Accounts and Long-Term Receivable for details)

$
450

$
9,000

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

Table of Contents

CSP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~MARCH~~DECEMBER 31, 2022

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 2two segments, its Technology Solutions (“TS”) segment and High Performance Products (“HPP”) segment.

1. 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, ~~2021.~~

2022.

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~~December 31, 2022

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 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.

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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.

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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 Myricom, 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 ~~geography.~~divisions/segments.

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
Three months ended March 31,

Segment

Kingdom

U.S.

Total

Total

(Amounts in thousands)
2021

Sales:

Product

$
716

$
241

$
10,012

$
10,253

$
10,969
Service

172

90

2,850

2,940

3,112
Finance *

—

—

7

7

7
Total sales

$
888

$
331

$
12,869

$
13,200

$
14,088

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

Technology Solutions Segment

High

Performance

Products

United

Consolidated
Six months ended March 31,

Segment

Kingdom

U.S.

Total

Total

(Amounts in thousands)
2021

Sales:

Product

$
1,892

$
1,644

$
15,830

$
17,474

$
19,366
Service

552

177

5,363

5,540

6,092
Finance *

—

—

18

18

18
Total sales

$
2,444

$
1,821

$
21,211

$
23,032

$
25,476


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

	(Amounts in thousands)
2022
Sales:
Product	$	2,162	$	191	$	11,867	$	12,058	$	14,220
Service		327		87		3,709		3,796		4,123
Finance *		—		—		1		1		1
Total sales	$	2,489	$	278	$	15,577	$	15,855	$	18,344

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

	(Amounts in thousands)
2021
Sales:
Product	$	720	$	62	$	7,938	$	8,000	$	8,720
Service		344		93		3,212		3,305		3,649
Total sales	$	1,064	$	155	$	11,150	$	11,305	$	12,369

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

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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 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.

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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 ~~include~~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 ~~$1.7~~$3.7 million and ~~$2.7~~$4.4 million as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. The current portion is recorded in other current assets on the condensed consolidated balance sheets. There were 0no noncurrent contract assets as of ~~March~~December 31, 2022 and September 30, ~~2021.~~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 ~~$2.7~~$3.8 million and $1.9 million as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. The current portion of contract liabilities is recorded in deferred revenue on the condensed consolidated balance sheets. ~~The~~There was no long-term ~~portion of~~ contract liabilities ~~were $0.1 million and $0.4 million~~ as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. ~~These noncurrent liabilities are recorded in other noncurrent liabilities on the condensed consolidated balance sheets.~~ Revenue recognized for the ~~six~~three months ended ~~March~~December 31, 2022 that was included in contract liabilities as of September 30, ~~2021~~2022 was ~~$0.7~~$1.2 million.

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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. Current capitalized contract costs are within the other current assets on the condensed consolidated balance sheets as of ~~March~~December 31, 2022 and September 30, ~~2021.~~2022. The portion of current capitalized costs were ~~$121~~$88 thousand and ~~$137~~$128 thousand as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. There are 0no 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~~December 31, 2022 and 2021 were ~~$91~~$98 thousand and ~~$84 thousand, respectively. The amount of incremental costs amortized for the six months ended March 31, 2022 and 2021 were $181 thousand and $171~~$90 thousand, respectively. This is recorded in selling, general, and administrative expenses. There was 0no impairment related to incremental costs capitalized during the ~~three~~nine months ended ~~March~~December 31, ~~2022.~~2022 and 2021.

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 ~~$13~~$6 thousand as of ~~March~~December 31, 2022 and ~~$13~~$9 thousand as of September 30, ~~2021.~~2022. The ~~portion of~~were no noncurrent capitalized costs ~~were $3 thousand and $9 thousand~~ as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. The amount of fulfillment costs amortized for the three months ended ~~March~~December 31, 2022 and 2021 were $3 thousand and $3 thousand, respectively. ~~The amount of fulfillment costs amortized for the six months ended March 31, 2022 and 2021 were $6 thousand and $6 thousand, respectively. These costs amortized were recorded in cost of sales.~~ These costs amortized were recorded in cost of sales. There was 0no impairment related to fulfillment costs capitalized ~~as of March~~for the three months ended December 31, 2022 ~~or September 30,~~and 2021.

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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~~December 31, 2022 is set forth in the table below:


	(Amounts in thousands)		(Amounts in thousands)
Fiscal 2022	$	657
Fiscal 2023		647		455
Fiscal 2024		30		61
	$	1,334	$	516

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

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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 (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.

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


	Three months ended				Six months ended				Three months ended
	March 31,		March 31,		March 31,		March 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2021

	(Amounts in thousands except per share data)
Net income (loss)	$	156	$	(847)	$	(210)	$	304	$	961	$	(366)
Less: net income attributable to nonvested common stock		8		—		—		15		55		—
Net income (loss) attributable to common shareholders	$	148	$	(847)	$	(210)	$	289	$	906	$	(366)

Weighted average total shares outstanding – basic		4,517		4,158		4,237		4,326		4,554		4,200
Less: weighted average non–vested shares outstanding		243		—		—		209		259		—
Weighted average number of common shares outstanding – basic		4,274		4,158		4,237		4,117		4,295		4,200
Add: potential common shares from non–vested stock awards and the assumed exercise of stock options		11		—		—		85		33		—
Weighted average common shares outstanding – diluted		4,285		4,158		4,237		4,202	$	4,328	$	4,200

Net income (loss) per share - basic	$	0.03	$	(0.20)	$	(0.05)	$	0.07
Net income (loss) per share - diluted	$	0.03	$	(0.20)	$	(0.05)	$	0.07
Net income (loss) per common share - basic										0.21		(0.09)
Net income (loss) per common share - diluted										0.21		(0.09)

~~There~~Anti-dilutive securities include restricted stock, which are ~~0 outstanding stock options as of March 31, 2022 as they expired in~~excluded from the ~~second quarter of fiscal year 2022.~~diluted income (loss) per share computation. Non-vested restricted stock awards of ~~218~~194 thousand ~~shares~~ were excluded from the diluted loss per share calculation for the three months ended ~~March~~December 31, 2021. ~~Non-vested restricted stock awards of 218 thousand shares were excluded from the diluted loss per share calculation for the six months ended March 31, 2022.~~ These awards were excluded because there was a net loss for this period and their inclusion would have been anti-dilutive.

6. Accounts and Long-Term Receivable

Within ~~accounts~~Accounts receivable and ~~long-term~~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 ~~$5.5~~$8.7 million and ~~$5.3~~$6.9 million as of ~~March~~December 31, 2022. These receivables are included in Accounts receivable and Long-term receivable in the amount of ~~$6.5~~$8.9 million and ~~$7.5~~$7.4 million as of September 30, ~~2021,~~2022, respectively.

The receivables with a payment term exceeding one year carry an average weighted interest rate of ~~4.8%~~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~~Accounts and ~~long-term~~Long-term receivables with a contractual maturity of over one year. All accounts have 0no past amounts due as of ~~March~~December 31, 2022 orand September 30, ~~2021.~~2022. There was 0no activity in the allowance for credit losses of these receivables for the ~~six~~three months ended ~~March~~December 31, 2022 and 2021, 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 December 31, 2022 and 2021 was $182 thousand and $139 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

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There was 1 new agreement effective in the first quarter of fiscal year 2022 causing an increase in accounts and long-term receivable. This agreement included approximately $0.5 million of payments to be received over the next 2 years from the effective date of the agreement. ItThe revenue for this transaction was ~~determined we were acting as the agent in the transactions and~~ recorded net ~~revenue of approximately $0.1 million~~ during the first quarter of fiscal year ~~2022.~~

The amount of interest income earned from sales whose payment terms exceed one year for the three months ended March 31, 2022 and 2021 was $122 thousand and $126 thousand, respectively. The amount of interest income earned from sales whose payment terms exceed one year for the six months ended March 31, 2022 and 2021 was $261 thousand and $218 thousand, respectively. Interest income from these agreements is recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations.

2023.

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)		(Amounts in thousands)
2022	$	3,335
2023		4,830	$	7,232
2024		1,560		6,859
2025		1,560		2,313
Total payments		11,285	$	16,404
Less: unearned interest income		(508)		(843)
Total, net of unearned interest income	$	10,777	$	15,561

7. Inventories

Inventories consist of the following:


	March 31,		September 30,		December 31,		September 30,
	2022		2021		2022		2022

	(Amounts in thousands)				(Amounts in thousands)
Raw materials	$	675	$	736	$	344	$	421
Work-in-process		27		289		205		23
Finished goods		3,353		2,964		3,567		3,928
Total	$	4,055	$	3,989	$	4,116	$	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~~December 31, 2022 and 2021 are as follows:

Three months ended

Condensed Consolidated Statements of Operations Location

March 31, 2022

March 31, 2021

(Amounts in thousands)
Finance Lease:

Interest on lease liabilities
Interest expense

$
1

$
3
Operating Lease:

Operating lease cost
Selling, general, and administrative

163

180
Short-term lease cost
Selling, general, and administrative

19

10
Total lease costs

$
183

$
193
Less sublease interest income
Revenue

(1)

(7)
Total lease costs, net of sublease interest income

$
182

$
186

~~The components of lease costs for the six months ended March 31, 2022 and 2021 are as follows:~~


		Six months ended					Three months ended
	Condensed Consolidated Statements of Operations Location	March 31, 2022		March 31, 2021		Condensed Consolidated Statements of Operations Location	December 31, 2022		December 31, 2021
		(Amounts in thousands)					(Amounts in thousands)
Finance Lease:
Interest on lease liabilities	Interest expense	$	2	$	8	Interest expense	$	—	$	1
Operating Lease:
Operating lease cost	Selling, general, and administrative		342		368	Selling, general, and administrative		162		179
Short-term lease cost	Selling, general, and administrative		31		13	Selling, general, and administrative		10		12
Total lease costs		$	375	$	389		$	172	$	192
Less sublease interest income	Revenue		(1)		(18)	Revenue		(1)		—
Total lease costs, net of sublease interest income		$	374	$	371		$	171	$	192

Supplemental cash flow information related to leases for three months ended ~~March~~December 31, 2022 and 2021 is below:


	Three months ended				Three months ended
	March 31, 2022		March 31, 2021		December 31, 2022		December 31, 2021
	(Amounts in thousands)				(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	186	$	185	$	166	$	187
Operating cash flows from short-term leases		19		3		10		12
Operating cash flows from finance leases		1		3		—		1
Financing cash flows from finance leases		12		87		1		11
Lease assets obtained in exchange for new lease liabilities
Operating leases		—		—
Cash received from subleases		16		112		5		18

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~~Supplemental cash flow information related to leases for six months ended March 31, 2022 and 2021 is below:~~

Six months ended

March 31, 2022
March 31, 2021

(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases
$
355
$
376
Operating cash flows from short-term leases

31

13
Operating cash flows from finance leases

2

8
Financing cash flows from finance leases

23

173
Lease assets obtained in exchange for new lease liabilities

Cash received from subleases

34

225

9. Accounts payable and ~~other~~accrued expenses, 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.

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 ~~both~~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~~December 31, 2022 and 2021 was ~~$72~~$56 thousand and ~~$28~~$74 thousand, respectively. ~~Interest expense related to these agreements for the six months ended March 31, 2022 and 2021 was $146 thousand and $28 thousand, respectively.~~

The amounts owed for these agreements are in ~~accounts~~Accounts payable and ~~other~~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.

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

March 31, 2022

March 31, 2021

(Amounts in thousands)

Current
$
1,758

$
2,727
Less: discount

223

288
Accounts payable and accrued expenses
$
1,535

$
2,439

Noncurrent
$
4,452

$
5,590
Less: discount

215

403
Other noncurrent liabilities
$
4,237

$
5,187


	December 31, 2022		September 30, 2022
	(Amounts in thousands)
Current	$	1,758	$	1,758
Less: discount		165		184
Accounts payable and accrued expenses	$	1,593	$	1,574

Noncurrent	$	3,015	$	3,186
Less: discount		103		138
Other noncurrent liabilities	$	2,912	$	3,048

The Company had a total of approximately ~~$6.6~~$8.3 million due (net of interest) to one of these vendors as of ~~March~~December 31, 2022. This is approximately ~~45%~~46% 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. 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.

~~Table of Contents~~

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.

On April 17, 2020, CSP, Inc. and Modcomp, Inc., its wholly owned subsidiary (collectively, the “Borrowers”) each received a loan in the form of a promissory note from Paragon Bank (“Lender”) in the amounts of $827,000 and $1,353,600, respectively (the “SBA Loans”) under the Paycheck Protection Program (“PPP”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The SBA Loans have a two-year term and carry an annual fixed interest rate of 1%.

The SBA Loans provided for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to Lender or SBA, and adverse changes in the financial condition or business operations that Lender believed could materially affect Borrowers’ ability to pay the SBA Loans. The Borrowers did not provide any collateral or guarantees for the SBA Loans and the Borrowers could prepay the principal of the SBA Loans at any time without penalty.

The Borrowers applied to the Lender for forgiveness of an amount due on the SBA Loans in an amount equal to the sum of certain costs during the 24 week period beginning on the date of the first disbursement of the SBA Loans. The amount of SBA Loans forgiveness was calculated in accordance with the requirements of the PPP, including provisions of Section 1106 of the CARES Act. We used the SBA Loans proceeds in accordance with the applicable SBA guidelines. In November 2020, the SBA Loans were formally forgiven. The $2.2 million gain is presented on the Condensed Consolidated Statement of Operations as Gain on forgiveness of debt for the six months ended March 31, 2021.

Interest expense related to the notes for the three months ended ~~March~~December 31, 2022 and 2021 was ~~$13~~$5 thousand and ~~$23 thousand, respectively. Interest expense related to the notes for the six months ended March 31, 2022 and 2021 was $27 thousand and $46~~$14 thousand, respectively.

March 31, 2022

September 30, 2021

(Amounts in thousands)
Current
$
628

$
808
Less: notes discount

34

51
Notes payable - current portion
$
594

$
757

Noncurrent
$
449

$
897
Less: notes discount

11

21
Notes payable - noncurrent portion
$
438

$
876


	December 31, 2022		September 30, 2022
	(Amounts in thousands)
Current	$	449	$	449
Less: notes discount		17		22
Notes payable - current portion	$	432	$	427

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

As of ~~March~~December 31, 2022 and September 30, ~~2021,~~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. ~~NaN~~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~~December 31, 2022 and September 30, ~~2021,~~2022, Company borrowings, all from the TS segment, under the inventory line of credit were ~~$0.9~~$3.4 million and ~~$0.9~~$3.1 million, respectively, and the Company was in compliance with all financial covenants. As of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, this line of credit also includes availability of a limited cash withdrawal of up to $1.0 million. As of ~~March~~December 31, 2022 and September 30, ~~2021~~2022 there were 0no cash withdrawals outstanding.

1816

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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. A gain on a life insurance policy of $0.1 million occurred during the second quarter of fiscal year 2022. The life insurance policy was not a current employee at time of expiration. The Company is due $322 thousand from the life insurance policy, which will be paid during Q3 of fiscal year 2022. This receivable is on the Condensed Consolidated Balance Sheet in the financial statement line item Accounts receivable, net. 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.

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

Three Months Ended March 31,

2022

2021


U.K.

U.S.

Total

U.K.

U.S.

Total

(Amounts in thousands)
Pension:

��

Interest cost

$
67

$
3

$
70

$
61

$
2

$
63
Expected return on plan assets

(114)

—

(114)

(99)

—

(99)
Amortization of past service costs

2

—

2

2

—

2
Amortization of net loss

24

1

25

45

1

46
Net periodic benefit cost

$
(21)

$
4

$
(17)

$
9

$
3

$
12

Post Retirement:












Service cost

$
—

$
11

$
11

$
—

$
12

$
12
Interest cost

—

11

11

—

11

11
Amortization of net (gain) loss

—

(2)

(2)

—

12

12
Net periodic cost

$
—

$
20

$
20

$
—

$
35

$
35

Six Months Ended March 31,

2022

2021


U.K.

U.S.

Total

U.K.

U.S.

Total

(Amounts in thousands)
Pension:

Interest cost

$
138

$
5

$
143

$
119

$
5

$
124
Expected return on plan assets

(236)

—

(236)

(196)

—

(196)
Amortization of past service costs

4

—

4

4

—

4
Amortization of net loss

49

1

50

89

2

91
Net periodic benefit cost

$
(45)

$
6

$
(39)

$
16

$
7

$
23

Post Retirement:












Service cost

$
—

$
22

$
22

$
—

$
23

$
23
Interest cost

—

23

23

—

22

22
Amortization of net (gain) loss

—

(4)

(4)

—

25

25
Net periodic cost

$
—

$
41

$
41

$
—

$
70

$
70

~~Table of Contents~~


	Three Months Ended December 31,
	2022						2021
	U.K.		U.S.		Total		U.K.		U.S.		Total

	(Amounts in thousands)
Pension:
Interest cost	$	106	$	4	$	110	$	71	$	2	$	73
Expected return on plan assets		(142)		—		(142)		(122)		—		(122)
Amortization of past service costs		2		—		2		2		—		2
Amortization of net (gain) loss		—		(1)		(1)		25		—		25
Net periodic (benefit) cost	$	(34)	$	3	$	(31)	$	(24)	$	2	$	(22)

Post Retirement:
Service cost	$	—	$	6	$	6	$	—	$	11	$	11
Interest cost		—		15		15		—		12		12
Amortization of net (gain) loss		—		(49)		(49)		—		(2)		(2)
Net periodic benefit	$	—	$	(28)	$	(28)	$	—	$	21	$	21

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


	Fair Values as of																Fair Values as of
	March 31, 2022								September 30, 2021								December 31, 2022								September 30, 2022
	Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as								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		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(Amounts in thousands)																(Amounts in thousands)
Cash on deposit	$	213	$	213	$	—	$	—	$	93	$	93	$	—	$	—	$	64	$	64	$	—	$	—	$	27	$	27	$	—	$	—
Pooled funds		11,622		11,622		—		—		11,828		11,828		—		—		9,918		6,285		3,633		—		8,798		5,513		3,285		—
Total plan assets	$	11,835	$	11,835	$	—	$	—	$	11,921	$	11,921	$	—	$	—	$	9,982	$	6,349	$	3,633	$	—	$	8,825	$	5,540	$	3,285	$	—

12. Income Taxes

An income tax expense of $5$133 thousand was recorded for the three months ended ~~March~~December 31, 2022 compared to an income tax expense of ~~$723~~$12 thousand in the same period of ~~2021. An income tax expense of $17 thousand was recorded for the six months ended March 31, 2022 compared to an income tax expense of $833 thousand in the same period of 2021.~~fiscal year 2022. The income tax expense for ~~the~~ three ~~and six~~ months ended ~~March~~December 31, 2022 is primarily driven by minimum state tax expenses asand the required capitalization of R&D expenses under IRC Section 174, offset by the use of federal NOL and R&D credits. The Company continues to maintain

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a full valuation allowance on ~~its operations.~~their operations but will continue to evaluate this need going forward. The income tax expense for the three ~~and six~~ months ended ~~March~~December 31, 2021 was driven by an increase in the valuation allowance against deferred tax assets in the period, offset by a benefit recorded for a change in tax law, allowing for the immediate deduction of covered expenses incurred through the Paycheck Protection ~~Program.~~

Program (PPP).

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~~three months ended ~~March~~December 31, 2022 because we ~~have~~ 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,		December 31,		September 30,
	2021		2021		2022		2022

	(Amounts in thousands)				(Amounts in thousands)
Cumulative effect of foreign currency translation, net	$	(4,202)	$	(4,050)	$	(5,127)	$	(5,791)
Cumulative unrealized loss on pension liability		(5,398)		(5,398)		(1,537)		(1,537)
Accumulated other comprehensive loss, net	$	(9,600)	$	(9,448)	$	(6,664)	$	(7,328)

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 December 31, 2022 or September 30, 2022.

2018

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~~Level 3: unobservable inputs (e.g., a reporting entity’s or other entity’s own data)~~

The Company had 0 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, 2022 or September 30, 2021.

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, 2022				As of September 30, 2021						As of December 31, 2022				As of September 30, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value	Fair Value Level	Reference		Carrying Amount		Fair Value		Carrying Amount		Fair Value	Fair Value Level	Reference

		(Amounts in thousands)										(Amounts in thousands)
Assets:
Cash and cash equivalents	$	20,332	$	20,332	$	20,007	$	20,007	1	Condensed Consolidated Balance Sheets	$	19,585	$	19,585	$	23,982	$	23,982	1	Condensed Consolidated Balance Sheets
Accounts and long-term receivable*		10,777		10,777		13,968		13,968	3	Note 6		15,561		15,561		16,328		16,328	3	Note 6
Liabilities:
Accounts payable and accrued expenses and other long-term liabilities*		5,772		5,772		5,747		5,747	3	Note 9		4,505		4,505		4,622		4,622	3	Note 9
Line of Credit		879		879		941		941	2	Note 10		3,449		3,449		3,124		3,124	2	Note 10
Notes payable		1,032		1,032		1,633		1,633	3	Note 10		432		432		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.

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~~December 31, 2022 and September 30, ~~2021.~~2022.

2119

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15. Segment Information

The following tables present certain operating segment information for the three ~~and six months~~ ended ~~March~~December 31, 2022 and 2021.


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

	(Amounts in thousands)
2022
Sales:
Product	$	2,162	$	191	$	11,868	$	12,059	$	14,221
Service		327		87		3,709		3,796		4,123
Total sales	$	2,489	$	278	$	15,577	$	15,855	$	18,344
Operating (loss) income	$	(98)	$	14	$	1,448	$	1,462	$	1,364
Interest income	$	1	$	35	$	225	$	260	$	261
Interest expense	$	(3)	$	—	$	(61)	$	(61)	$	(64)
Total assets	$	9,973	$	6,713	$	52,288	$	59,001	$	68,974
Capital expenditures	$	16	$	—	$	28	$	28	$	44
Depreciation and amortization	$	29	$	—	$	61	$	61	$	90

2021
Sales:
Product	$	720	$	62	$	7,938	$	8,000	$	8,720
Service		344		93		3,212		3,305		3,649
Total sales	$	1,064	$	155	$	11,150	$	11,305	$	12,369
Operating (loss) income	$	(1,005)	$	(55)	$	664	$	609	$	(396)
Interest income	$	—	$	7	$	138	$	145	$	145
Interest expense	$	(17)	$	—	$	(88)	$	(88)	$	(105)
Total assets	$	9,056	$	9,397	$	43,333	$	52,730	$	61,786
Capital expenditures	$	45	$	—	$	92	$	92	$	137
Depreciation and amortization	$	35	$	—	$	59	$	59	$	94

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

$
7,043

$
7,255

$
8,217
Service

181

104

3,479

3,583

3,764
Total sales

$
1,143

$
316

$
10,522

$
10,838

$
11,981
(Loss) income from operations

$
(1,102)

$
(36)

$
1,114

$
1,078

$
(24)
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

2021










Sales:










Product

$
716

$
241

$
10,019

$
10,260

$
10,976
Service

172

90

2,850

2,940

3,112
Total sales

$
888

$
331

$
12,869

$
13,200

$
14,088
(Loss) income from operations

$
(1,339)

$
(66)

$
1,284

$
1,218

$
(121)
Total assets

$
8,098

$
10,497

$
40,825

$
51,322

$
59,420
Capital expenditures

$
1

$
—

$
9

$
9

$
10
Depreciation and amortization

$
45

$
—

$
53

$
53

$
98

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

$
14,981

$
15,255

$
16,937
Service

525

197

6,691

6,888

7,413
Total sales

$
2,207

$
471

$
21,672

$
22,143

$
24,350
(Loss) income from operations

$
(2,107)

$
(91)

$
1,778

$
1,687

$
(420)
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

2021










Sales:










Product

$
1,892

$
1,644

$
15,848

$
17,492

$
19,384
Service

552

177

5,363

5,540

6,092
Total sales

$
2,444

$
1,821

$
21,211

$
23,032

$
25,476
(Loss) income from operations

$
(2,193)

$
(35)

$
1,570

$
1,535

$
(658)
Total assets

$
8,098

$
10,497

$
40,825

$
51,322

$
59,420
Capital expenditures

$
7

$
—

$
36

$
36

$
43
Depreciation and amortization

$
93

$
—

$
109

$
109

$
202

~~Table of Contents~~

Income (loss) from operations 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 taxes 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 expense. 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~~December 31, 2022 and 2021.


	Three months ended March 31,								Six months ended March 31,								Three months ended December 31,
	2022				2021				2022				2021				2022				2021
									(in millions)				(in millions)				(in millions)				(in millions)
	Customer		% of Total		Customer		% of Total		Customer		% of Total		Customer		% of Total		Customer		% of Total		Customer		% of Total
	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues

	(Amounts in millions)
Customer A	$	2.4	25	%	$	1.2	8	%	$	4.3	18	%	$	1.8	7	%	$	1.8	10	%	$	1.9	16	%
Customer B																	$	2.1	12	%	$	0.9	7	%
Customer C																	$	1.8	10	%	$	—	-	%

Customer A had a balance of ~~$9.9~~$13.6 million, or ~~44%~~47%, of total consolidated accounts receivable and long-term receivable as of ~~March~~December 31, 2022. Customer A had a balance of $16.2 million, or 52%, of total consolidated accounts

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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~~September 30, 2022 and December 31, 2022. 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~~December 31, 2022.

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.

~~16. Repurchase of Common Stock~~

On February 8, 2011, the Board of Directors authorized the Company to purchase up to 250 thousand additional shares of the Company's outstanding common stock at market price. The plan does not expire. As of May 14, 2020, we suspended our stock repurchase program until further economic clarity. The Board of Directors approved the activation of the suspended stock repurchase program on December 29, 2021. The Company repurchased 13 thousand shares of its outstanding common stock on the open market during the three months ended March 31, 2022. As of March 31, 2022, approximately 181 thousand shares remain authorized to repurchase under the stock repurchase program.

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, ~~2021, and in this Form 10-Q, included under Item 1A “Risk Factors.”~~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 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

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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, ~~2021.~~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, ~~2021~~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~~three months ended ~~March~~December 31, 2022 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, ~~2021.~~2022.

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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.

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 ~~also experienced~~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 ~~is anticipated to be~~was recognized fully in revenue ~~over~~in the ~~next two years~~first quarter of fiscal year 2023 when we ~~can obtain~~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

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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~~December 31, 2022, 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~~Operations.

Overview of the three months ended ~~March~~December 31, 2022

Our sales ~~decreased~~increased by approximately ~~$2.1~~$5.9 million, or ~~15%~~48%, to ~~$12.0~~$18.3 million for the three months ended ~~March~~December 31, 2022 as compared to ~~$14.1~~$12.4 million for the three months ended ~~March~~December 31, 2021. The ~~decrease~~increase in sales is the result of ~~a decrease~~an increase of ~~$2.4~~$4.5 million in our TS segment ~~partially offset by~~combined with a ~~$0.3~~$1.4 million increase in our HPP segment. Our gross margin percentage increased to ~~35%~~32% of sales for the three months ended ~~March~~December 31, 2022 as compared to ~~31%~~29% for the three months ended ~~March~~December 31, 2021. For the three months ended ~~March~~December 31, 2022 there was an operating ~~loss~~income

Table of ~~$24 thousand~~Contents

of $1.4 million compared to an operating loss of ~~$0.1~~$0.4 million for the three months ended ~~March~~December 31, ~~2021, primarily as a result of increased services revenue, which has much larger margins than product revenue, despite total decreased revenue.~~2021. Other income, (expense) net ~~increased $0.2~~decreased $0.3 million for the three months ended to ~~March~~December 31, 2022 as compared to the three months ended ~~March~~December 31, 2021. This is primarily due to a net increase in foreign exchange gain of $0.3 million from the prior year, partially offset by a decrease in other income (expense), net of $0.1 million which was related to a one-time gain from an overpayment of a rebate received in the prior year. TheAn income tax expense of $5$133 thousand was recorded for the three months ended ~~March~~December 31, 2022 ~~is primarily driven by minimum state tax expenses, as the Company continues~~compared to ~~maintain a full valuation allowance on their operations. The~~an income tax expense of ~~$723~~$12 thousand ~~for the three months ended March 31, 2021 was primarily driven by an increase~~ in the ~~valuation allowance against deferred tax assets in the~~same period ~~offset by a benefit recorded for the change in tax law, allowing for the immediate deduction~~ of ~~covered expense incurred through the Paycheck Protection Program.~~fiscal year 2022.

The following table details our results of operations in dollars and as a percentage of sales for the three months ended ~~March~~December 31, 2022 and 2021:


			%				%				%				%
	March 31, 2022		of sales		March 31, 2021		of sales		December 31, 2022		of sales		December 31, 2021		of sales

	(Dollar amounts in thousands)								(Dollar amounts in thousands)
Sales	$	11,981	100	%	$	14,088	100	%	$	18,344	100	%	$	12,369	100	%
Costs and expenses:
Cost of sales		7,781	65	%		9,720	70	%		12,527	68	%		8,755	71	%
Engineering and development		717	6	%		762	5	%		836	5	%		627	5	%
Selling, general and administrative		3,507	29	%		3,727	26	%		3,617	20	%		3,383	27	%
Total costs and expenses		12,005	100	%		14,209	101	%		16,980	93	%		12,765	103	%
Operating loss		(24)	—	%		(121)	(1)	%
Other income, (expense) net		185	2	%		(3)	—	%
Operating income (loss)										1,364	7	%		(396)	(3)	%
Other income (expense), net										(270)	(1)	%		42	—	%
Income (loss) before income taxes		161	1	%		(124)	(1)	%		1,094	6	%		(354)	(3)	%
Income tax expense		5	—	%		723	5	%		133	1	%		12	—	%
Net income (loss)	$	156	1	%	$	(847)	(6)	%	$	961	5	%	$	(366)	(3)	%

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Sales

Our sales ~~decreased~~increased by approximately ~~$2.1~~$5.9 million to ~~$12.0~~$18.3 million for the three months ended ~~March~~December 31, 2022 as compared to ~~$14.1~~$12.4 million for the prior year period. The ~~decrease~~increase in sales ~~was~~is the result of ~~a decrease~~an increase of ~~$2.4~~$4.5 million in our TS segment ~~partially offset by~~combined with a ~~$0.3~~$1.4 million increase in our HPP segment.

TS segment sales change was as follows for the three months ended ~~March~~December 31, 2022 and 2021:


	March 31,				Increase (decrease)				December 31,				Increase
	2022		2021		$		%		2022		2021		$		%

	(Dollar amounts in thousands)								(Dollar amounts in thousands)
Products	$	7,255	$	10,260	$	(3,005)	(29)	%	$	12,059	$	8,000	$	4,059	51	%
Services		3,583		2,940		643	22	%		3,796		3,305		491	15	%
Total	$	10,838	$	13,200	$	(2,362)	(18)	%	$	15,855	$	11,305	$	4,550	40	%

The ~~decrease~~increase in TS segment product sales of ~~$3.0~~$4.1 million during the period is primarily attributable to ~~a decrease~~an increase in the U.S. division due to ~~decreased~~increased sales to several major ~~customers and delays in obtaining product due to supply chain shortages.~~customers. Service sales for the three months ended ~~March~~December 31, 2022 increased ~~$0.6~~$0.5 million from the prior year period, which is attributable to the U.S. division. The ~~changes~~increase in service sales included increased third party maintenance sales of $0.4 million, increased managed services sales of ~~$0.5~~$0.3 million, ~~and increased~~partially offset with decreased internal and third party service sales of ~~$0.4 million, partially offset by a $0.3 million decrease in third party maintenance.~~$0.2 million.

HPP segment sales change was as follows for the three months ended ~~March~~December 31, 2022 and 2021:


	March 31,				Increase				December 31,				Increase (decrease)
	2022		2021		$		%		2022		2021		$		%

	(Dollar amounts in thousands)								(Dollar amounts in thousands)
Products	$	962	$	716	$	246	34	%	$	2,162	$	720	$	1,442	200	%
Services		181		172		9	5	%		327		344		(17)	(5)	%
Total	$	1,143	$	888	$	255	29	%	$	2,489	$	1,064	$	1,425	134	%

The HPP product sales increased by ~~$0.2~~$1.4 million for the three months ended ~~March~~December 31, 2022 as compared to the prior year period primarily as a result of ~~a $0.3 million increased~~one large Myricom ~~sales, partially offset by decreased parts sales~~product order placed in the first quarter of ~~$0.1 million.~~fiscal year 2022,

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but due to supply chain delays was not fully fulfilled until the first quarter of fiscal year 2023. The HPP services sales remained relatively flat for the three months ended ~~March~~December 31, 2022 compared to the prior year period as a result of ARIA revenue increasing $0.1 million, which was offset with a decrease of $0.1 million in royalties on high-speed processing boards related to the E2D ~~program and repairs remained flat.~~program.

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~~December 31, 2022 and 2021:


	March 31,								Decrease				December 31,								Increase (decrease)
	2022		%		2021		%		$		%		2022		%		2021		%		$		%

	(Dollar amounts in thousands)												(Dollar amounts in thousands)
Americas	$	11,420	95	%	$	13,033	92	%	$	(1,613)	(12)	%	$	17,940	97	%	$	11,625	94	%	$	6,315	54	%
Europe		500	4	%		779	6	%		(279)	(36)	%		288	2	%		635	5	%		(347)	(55)	%
Asia		61	1	%		276	2	%		(215)	(78)	%		116	1	%		109	1	%		7	6	%
Totals	$	11,981	100	%	$	14,088	100	%	$	(2,107)	(15)	%	$	18,344	100	%	$	12,369	100	%	$	5,975	48	%

The ~~$1.6~~$6.3 million ~~decrease~~increase in sales to the Americas was primarily the result of ~~a decrease~~an increase in the TS segment’s U.S. division of ~~$2.2~~$4.8 million ~~partially offset by increased~~combined with sales by our HPP segment of ~~$0.6~~$1.5 million. The $0.3 million decrease in sales to Europe was primarily the result of decreased sales by our TS ~~Segment’s~~segment’s U.S. division of $0.2 million combined with a decrease in ~~our~~the HPP ~~segment~~division of $0.1 million. The sales to Asia ~~decreased by $0.2 million primarily due~~remained relatively flat compared to ~~a decrease~~prior year without any significant changes in ~~the HPP segment.~~any divisions.

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Gross Margins

Our gross margin ("GM") ~~decreased $0.2~~increased $2.2 million for the three months ended ~~March~~December 31, 2022 as compared to the prior year period. The GM as a percentage of sales increased to ~~35%~~32% for the three months ended ~~March~~December 31, 2022 as compared to the prior year period of ~~31%~~29%. ~~This is primarily due to increased service revenue and decreased product revenue as service revenue has significantly higher GM as a percentage of sales.~~


	March 31,												December 31,
	2022				2021				Increase (decrease)				2022				2021				Increase
	GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)												(Dollar amounts in thousands)
TS	$	3,680	34	%	$	3,885	29	%	$	(205)	5	%	$	4,164	26	%	$	2,992	26	%	$	1,172	—	%
HPP		520	45	%		483	54	%		37	(9)	%		1,653	66	%		622	58	%		1,031	8	%
Total	$	4,200	35	%	$	4,368	31	%	$	(168)	4	%	$	5,817	32	%	$	3,614	29	%	$	2,203	3	%

The impact of product mix within our TS segment on gross margin for the three months ended ~~March~~December 31, 2022 and 2021 was as follows:


	March 31,												December 31,
	2022				2021				Increase (decrease)				2022				2021				Increase
	GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)												(Dollar amounts in thousands)
Products	$	1,570	22	%	$	2,095	20	%	$	(525)	2	%	$	2,029	17	%	$	1,144	14	%	$	885	3	%
Services		2,110	59	%		1,790	61	%		320	(2)	%		2,135	56	%		1,848	56	%		287	—	%
Total	$	3,680	34	%	$	3,885	29	%	$	(205)	5	%	$	4,164	26	%	$	2,992	26	%	$	1,172	—	%

The overall TS segment GM as a percentage of sales ~~increased to 34%~~remained flat at 26% for the three month period ended ~~March~~December 31, 2022 compared to ~~29%~~the prior year period. This was primarily due to prior year’s services GM being a larger percentage of total GM relative to product GM, which was offset in the current year by improved product GM as a percentage of product sales. Product GM as a percentage of product sales increased to 17% for the three months ended December 31, 2022 from 14% for the prior year period. This was primarily due to increased GM from services revenue, which is relatively higher margin, compared to product revenue from the prior year. Product GM as a percentage of product sales increased to 22% for the three months ended March 31, 2022 from 20% for the prior year period. This was primarily due higher margin products being sold to several major customers. Service GM as a percentage of service sales ~~decreased to 59%~~remained flat at 56% for the three months ended ~~March~~December 31, 2022 ~~from 61% for~~compared to the prior year period due to ~~both the U.S. division having wage increases and additional hires to sustain the growth~~no significant changes in any types of ~~managed services.~~service revenue margin as a percentage of its respective revenue.

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The impact of product mix within our HPP segment on gross margin for the three months ended ~~March~~December 31, 2022 and 2021 was as follows:


	March 31,												December 31,
	2022				2021				Increase (Decrease)				2022				2021				Increase (decrease)
	GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%		GM$		GM%

	(Dollar amounts in thousands)												(Dollar amounts in thousands)
Products	$	383	40	%	$	326	46	%	$	57	(6)	%	$	1,421	66	%	$	299	42	%	$	1,122	24	%
Services		137	76	%		157	91	%		(20)	(15)	%		232	71	%		323	94	%		(91)	(23)	%
Total	$	520	45	%	$	483	54	%	$	37	(9)	%	$	1,653	66	%	$	622	58	%	$	1,031	8	%

The overall HPP segment GM as a percentage of sales ~~decreased~~increased to ~~45%~~66% for the three months ended ~~March~~December 31, 2022 from ~~54%~~58% for the three months ended ~~March~~December 31, 2021. The ~~6% decrease~~24% increase in product GM as a percentage of product revenue for the three months ended ~~March~~December 31, 2022 compared to the same prior year period is primarily due to ~~product mix.~~one major order that did not occur in the prior year period. The ~~15%~~23% decrease in service GM as a percentage of services revenue from prior year was due to ~~increased manufacturing overhead expenses including payroll.~~decreased royalty sales, which are nearly all margin.

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Engineering and Development Expenses

The engineering and development expenses incurred by our HPP segment ~~decreased $45 thousand~~increased $0.2 million for the three months ended ~~March~~December 31, 2022 to ~~$0.7~~$0.8 million when compared to the prior year period due to ~~decreased headcount related expenses, partially offset with~~ increased consulting expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA ~~SDS~~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~~December 31, 2022 and 2021:


	Three months ended March 31,									$	%		Three months ended December 31,									$	%
			% of				% of								% of				% of			Increase	Increase
	2022		Total		2021		Total			Decrease	Decrease		2022		Total		2021		Total			(Decrease)	(Decrease)

	(Dollar amounts in thousands)												(Dollar amounts in thousands)
By Operating Segment:
TS segment	$	2,602	74	%	$	2,667	72	%	$	(65)	(2)	%	$	2,703	75	%	$	2,383	70	%	$	320	13	%
HPP segment		905	26	%		1,060	28	%		(155)	(15)	%		914	25	%		1,000	30	%		(86)	(9)	%
Total	$	3,507	100	%	$	3,727	100	%	$	(220)	(6)	%	$	3,617	100	%	$	3,383	100	%	$	234	7	%

SG&A expenses of ~~$3.5~~$3.6 million for the three months ended ~~March~~December 31, 2022 ~~decreased~~increased $0.2 million as compared to the prior year period. The TS segment G&A expenses ~~decreased~~increased by approximately ~~$0.1~~$0.3 million due to ~~a reversal~~increased variable compensation as there were higher sales in the first quarter of ~~previous bad debt expense as~~fiscal year 2023 when compared to the ~~account receivable expensed was recovered.~~prior year period. The HPP segment SG&A expenses decreased approximately $0.1 million for the three months ended ~~March~~December 31, 2022 as compared to the prior year period due to ~~a gain on a life insurance policy~~decreased labor expenses and consulting.

Table of ~~$0.1 million. The individual the life insurance policy covered was not a current employee at time of expiration.~~Contents

Other Income/Expenses

The following table details other income (expense) for the three months ended ~~March~~December 31, 2022 and 2021:

Three months ended

Increase


March 31, 2022

March 31, 2021

(Decrease)

(Amounts in thousands)
Foreign exchange gain (loss)

$
176

$
(154)

$
330
Interest expense

(101)

(75)

(26)
Interest income

126

133

(7)
Other income (expense), net

(16)

93

(109)
Total other income (expense), net

$
185

$
(3)

$
188


	Three months ended
					Increase
	December 31, 2022		December 31, 2021		(Decrease)

	(Amounts in thousands)
Foreign exchange loss	$	(501)	$	(17)	$	(484)
Interest expense		(64)		(105)		41
Interest income		261		145		116
Other income (expense), net		34		19		15
Total other income (expense), net	$	(270)	$	42	$	(312)

The ~~$0.2~~$0.3 million ~~increase~~decrease in total other income (expense), net for the three months ended ~~March~~December 31, 2022 as compared to the prior year period is primarily due to a net increase in foreign exchange ~~gain~~loss of ~~$0.3~~$0.5 million, partially offset by an ~~decrease~~increase in ~~other~~interest income ~~(expense), net~~ of $0.1 million, which was related to a one-time gain from an overpayment of a rebate received in the prior year. The rebate was several years old, which is the reason it was recorded in other income (expense), net.million.

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 gain or loss on the income statement and the foreign exchange ~~loss~~gain is primarily from a Euro and U.S. Dollar bank account. The US dollar ~~strengthened~~weakened relative to the British Pound for the three months ended ~~March~~December 31, 2022 causing a foreign exchange ~~gain, which was~~loss, partially offset with the Euro ~~weakening~~strengthening relative to the British Pound for the same period.

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The interest income ~~decrease~~increase of $7$116 thousand for the three months ended ~~March~~December 31, 2022 as compared to the prior year period is primarily due to ~~more principal payments and the receivables accruing less interest, partially offset with additional~~new 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) ~~from~~entered into subsequent to the first quarter of fiscal year 2022 in the TS-US ~~segment~~division combined with higher interest income from our cash and cash equivalents due to increased interest rates in the first quarter of fiscal year 2023. This was partially offset by less interest income from agreements that have payments in excess of one year that were entered into in the first quarter of fiscal year 2022 or prior ~~year period.~~due to more principal payments resulting in the receivables accruing less interest income.

The interest expense ~~increase~~decrease of ~~$26~~$41 thousand for the three months ended ~~March~~December 31, 2022 as compared to the prior year period is related to the TS U.S. division entering into ~~multiple~~ multi-year contracts ~~starting~~ in ~~the second quarter of fiscal year 2021,~~prior years, which ~~only incurred~~incur less interest expense ~~for one month in the second fiscal quarter of the prior year. Additionally agreements were entered into subsequent~~as time elapses due to ~~the first quarter of the prior year causing more interest expense to be recognized.~~principal payments being made. Payments on these agreements contain both principal and interest expense. See Note 10 in Item 1 to this Quarterly Report on Form 10-Q for details.

Income Taxes

~~The~~An income tax expense of $5$133 thousand was recorded for the three months ended ~~March~~December 31, 2022 compared to an income tax expense of $12 thousand in the same period of fiscal year 2022. The income tax expense for three months ended December 31, 2022 is primarily driven by minimum state tax expenses asand the required capitalization of R&D expenses under IRC Section 174, offset by the use of federal NOL and R&D credits. The Company continues to maintain a full valuation allowance on ~~their operations.~~its operations but will continue to evaluate this need going forward. The income tax expense ~~of $723 thousand~~ for the three months ended ~~March~~December 31, 2021 was ~~primarily~~ driven by an increase in the valuation allowance against deferred tax assets in the period, offset by a benefit recorded for ~~the~~a change in tax law, allowing for the immediate deduction of covered ~~expense~~expenses incurred through the Paycheck Protection ~~Program.~~

Program (PPP).

~~Overview of the six months ended March 31, 2022~~

Our sales decreased by approximately $1.1 million, or 4%, to $24.4 million for the six months ended March 31, 2022 as compared to $25.5 million for the six months ended March 31, 2021. The decrease in sales is the result of a decrease of $0.9 million in our TS segment and a decrease of $0.2 million in our HPP segment. Our gross margin percentage increased to 32% of sales for the six months ended March 31, 2022 as compared to 30% for the six months ended March 31, 2021. For the six months ended March 31, 2022 there was an operating loss of $0.4 million compared to an operating loss of $0.7 million for the six months ended March 31, 2021, primarily as a result of improved margins in the TS segment. Other income, (expense) net decreased $1.6 million for the six months ended to March 31, 2022 as compared to the six months ended March 31, 2021. The largest items contributing to this change are the forgiveness of the Payroll Protection Program loans in the prior year in the amount of $2.2 million causing a gain which did not occur in the current period, partially offset with a net increase in foreign exchange gain of $0.8 million from the prior year. The income tax expense of $17 thousand for the six months ended March 31, 2022 is primarily driven by minimum state tax expenses, as the Company continues to maintain a full valuation allowance on their operations. The income tax expense of $833 thousand for the six months ended March 31, 2021 was primarily driven by an increase in the valuation allowance against deferred tax assets in the period, offset by a benefit recorded for the change in tax law, allowing for the immediate deduction of covered expense incurred through the Paycheck Protection Program.

~~The following table details our results of operations in dollars and as a percentage of sales for the six months ended March 31, 2022 and 2021:~~

%

%


March 31, 2022

of sales

March 31, 2021

of sales

(Dollar amounts in thousands)

Sales

$
24,350

100
%
$
25,476

100
%
Costs and expenses:









Cost of sales

16,536

68
%

17,730

70
%
Engineering and development

1,344

6
%

1,491

6
%

2926

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Selling, general and administrative

6,890

28
%

6,913

27
%
Total costs and expenses

24,770

102
%

26,134

103
%
Operating loss

(420)

(2)
%

(658)

(3)
%
Other income, (expense) net

227

1
%

1,795

7
%
(Loss) income before income taxes

(193)

(1)
%

1,137

4
%
Income tax expense

17

—
%

833

3
%
Net (loss) income

$
(210)

(1)
%
$
304

1
%

~~Sales~~

Our sales decreased by approximately $1.1 million to $24.4 million for the six months ended March 31, 2022 as compared to $25.5 million for the prior year period. The decrease in sales is the result of a decrease of $0.9 million in our TS segment and a decrease of $0.2 million decrease in our HPP segment.

~~TS segment sales change was as follows for the six months ended March 31, 2022 and 2021:~~

March 31,

Increase (decrease)


2022

2021

$

%

(Dollar amounts in thousands)

Products

$
15,255

$
17,492

$
(2,237)

(13)
%
Services

6,888

5,540

1,348

24
%
Total

$
22,143

$
23,032

$
(889)

(4)
%

The decrease in TS segment product sales of $2.2 million during the period is attributable to a decrease in the U.S. division of $0.9 million due to decreased sales to several major customers and delays in obtaining product due to supply chain shortages, combined with decreased sales in the U.K. division of $1.3 million due to one customer not repeating a high volume of sales in the current period. Service sales for the six months ended March 31, 2022 increased $1.3 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 $0.8 million and increased internal and third party service sales of $0.7 million, partially offset with a decrease of $0.2 million in third party maintenance.

~~HPP segment sales change was as follows for the six months ended March 31, 2022 and 2021:~~

March 31,
Decrease

2022

2021

$

%

(Dollar amounts in thousands)

Products

$
1,682

$
1,892

$
(210)

(11)
%
Services

525

552

(27)

(5)
%
Total

$
2,207

$
2,444

$
(237)

(10)
%

The HPP product sales decreased by $0.2 million for the six months ended March 31, 2022 as compared to the prior year period, primarily as a result of a $0.6 million decrease in E2D part sales, partially offset with an increase of Myricom sales of $0.4 million. The HPP services sales remained relatively flat for the six months ended March 31, 2022 compared to the prior year period with increased royalties on high-speed processing boards related to the E2D program of $0.1 million, offset by decreased repairs 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, 2022 and 2021:~~

March 31,

Increase (decrease)


2022

%

2021

%

$

%

(Dollar amounts in thousands)

~~Table of Contents~~

Americas

$
23,167

95
%
$
22,783

90
%
$
384

2
%
Europe

1,013

4
%

2,320

9
%

(1,307)

(56)
%
Asia

170

1
%

373

1
%

(203)

(54)
%
Totals

$
24,350

100
%
$
25,476

100
%
$
(1,126)

(4)
%

The $0.4 million increase in sales to the Americas was primarily the result of an increase in the TS segment’s U.S. division of $0.4 million and an increase in the HPP segment of $0.1 million, partially offset by decreased sales by our TS segment’s U.K. division of $0.1 million. The $1.3 million decrease in sales to Europe was primarily the result of decreased sales by our TS Segment’s U.K. division of $1.2 million due to a large volume by one customer in the prior year which did not reoccur in the current period combined with a decrease in the HPP segment of $0.1 million. The sales to Asia decreased by $0.2 million due to a decrease in the HPP segment of $0.3 million, partially offset by an increase in the TS segment’s U.S. division of $0.1 million.

~~Gross Margins~~

Our gross margin ("GM") increased $0.1 million for the six months ended March 31, 2022 as compared to the prior year period. The GM as a percentage of total sales increased to 32% for the six months ended March 31, 2022 as compared to the prior year period of 30%. The GM as a percentage of total sales increased in the TS segment, but was partially offset by a decrease in the HPP segment.

March 31,

2022

2021

Increase (decrease)

(Dollar amounts in thousands)


GM$

GM%

GM$

GM%

GM$

GM%

TS

$
6,672

30
%
$
6,321

27
%
$
351

3
%
HPP

1,142

52
%

1,425

58
%

(283)

(6)
%
Total

$
7,814

32
%
$
7,746

30
%
$
68

2
%

~~The impact of product mix within our TS segment on gross margin for the six months ended March 31, 2022 and 2021 was as follows:~~

March 31,

2022

2021

Increase (decrease)


GM$

GM%

GM$

GM%

GM$

GM%

(Dollar amounts in thousands)

Products

$
2,714

18
%
$
2,980

17
%
$
(266)

1
%
Services

3,958

57
%

3,341

60
%

617

(3)
%
Total

$
6,672

30
%
$
6,321

27
%
$
351

3
%

The TS segment GM as a percentage of total sales increased to 30% for the six month period ended March 31, 2022 compared to 27% for the prior year period. This was primarily due to significantly increased GM from services compared to the prior year period combined with product GM decreasing compared to the prior year period. Product GM as a percentage of product sales increased to 18% for the six months ended March 31, 2022 from 17% for the prior year period. This was primarily due higher margin products being sold to several customers including a new customer having significant volume with relatively high margins. Service GM as a percentage of service sales decreased to 57% for the six months ended March 31, 2022 from 60% for the prior year period due to the U.S. division having wage increases and additional hires to sustain the growth of managed services.

~~Table of Contents~~

~~The impact of product mix within our HPP segment on gross margin for the six months ended March 31, 2022 and 2021 was as follows:~~

March 31,

2022

2021

Decrease

(Dollar amounts in thousands)


GM$

GM%

GM$

GM%

GM$

GM%

Products

$
682

41
%
$
901

48
%
$
(219)

(7)
%
Services

460

88
%

524

95
%

(64)

(7)
%
Total

$
1,142

52
%
$
1,425

58
%
$
(283)

(6)
%

The overall HPP segment GM as a percentage of sales decreased to 52% for the six months ended March 31, 2022 from 58% for the six months ended March 31, 2021. The 7% decrease in product GM was primarily attributed to lower margin product sold for the six months ended March 31, 2022 compared to the same prior year period. The 7% decrease in service GM as a percentage of services revenue was due to increased manufacturing overhead expenses including payroll.

~~Operating Expenses~~

~~Engineering and Development Expenses~~

The engineering and development expenses incurred by our HPP segment decreased approximately $0.2 million for the six months ended March 31, 2022 to $1.3 million when compared to the prior year period due to decreased headcount related expenses, partially offset with higher consulting expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA SDS 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 six months ended March 31, 2022 and 2021:~~

Six months ended March 31,

$

%

% of

% of

Increase

Increase


2022

Total

2021

Total


(Decrease)

(Decrease)

(Dollar amounts in thousands)

By Operating Segment:













TS segment

$
4,985

72
%
$
4,786

69
%
$
199

4
%
HPP segment

1,905

28
%

2,127

31
%

(222)

(10)
%
Total

$
6,890

100
%
$
6,913

100
%
$
(23)

—
%

SG&A expenses of $6.9 million for the six months ended March 31, 2022 remained relatively flat compared to the prior year period. The $0.2 million increase in TS segment SG&A expenses compared to the same prior year period is primarily the result of increased payroll and recruiting expenses. The HPP segment SG&A expenses decreased approximately $0.2 million for the six months ended March 31, 2022 as compared to the prior year period due to decreased headcount related expenses of $0.1 million and a gain on a life insurance policy of $0.1 million. The individual the life insurance policy covered was not a current employee at time of expiration.

~~Other Income/Expenses~~

~~The following table details other income (expense) for the six months ended March 31, 2022 and 2021:~~


		~~Six months ended~~
								~~$ Increase~~

~~Table of Contents~~

March 31, 2022

March 31, 2021

(Decrease)

(Amounts in thousands)

Foreign exchange gain (loss)

$
159

$
(621)

$
780

Interest expense

(206)

(113)

(93)

Interest income

271

231

40

Gain on debt forgiveness

—

2,196

(2,196)

Other income, net

3

102

(99)

Total other income (expense), net

$
227

$
1,795

$
(1,568)

The $1.6 million decrease in total other income (expense), net for the six months ended March 31, 2022 as compared to the prior year period is primarily due to forgiveness of the Payroll Protection Program loans in the prior year for a gain of $2.2 million, partially offset with a net change of foreign exchange gain of approximately $0.8 million in the current 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 gain or loss on the income statement and the foreign exchange loss is primarily from a Euro and U.S. Dollar bank account. The US dollar strengthened relative to the British Pound for the six months ended March 31, 2022 which caused the foreign exchange gain, partially offset by the Euro weakening relative to the British Pound for the same period.

The interest income increase of $40 thousand for the six months ended March 31, 2022 as compared to the prior year period is primarily related to additional 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) in the TS-US segment subsequent to the prior year period.

The interest expense increase of $94 thousand for the six months ended March 31, 2022 as compared to the prior year period is related to the TS U.S. division entering into multiple multi-year contracts starting in the second quarter of fiscal year 2021 causing fiscal year 2022 to increase due to a full six months of interest expense incurred. Payments on these agreements contain both principal and interest expense. See Note 10 in Item 1 to this Quarterly Report on Form 10-Q for details.

~~Income Taxes~~

The income tax expense of $17 thousand for the six months ended March 31, 2022 is primarily driven by minimum state tax expenses, as the Company continues to maintain a full valuation allowance on its operations. The income tax expense of $833 thousand for the six months ended March 31, 2021 was primarily driven by an increase in the valuation allowance against deferred tax assets in the period, offset by a benefit recorded for the change in tax law, allowing for the immediate deduction of covered expense incurred through the Paycheck Protection Program.

We have 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, 2022 because we have 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.

Liquidity and Capital Resources

Our primary source of liquidity is our cash and cash equivalents, which ~~increased~~decreased by ~~$0.3~~$4.4 million to ~~$20.3~~$19.6 million as of ~~March~~December 31, 2022 from ~~$20.0~~$24.0 million as of September 30, ~~2021.~~2022.

Our significant sources of cash for the ~~six~~three months ended ~~March~~December 31, 2022 included a decrease ~~of $3.9 million~~ in accounts receivable and long-term receivable of $1.2 million, an increase of $0.3 million in ~~deferred revenue of $0.8 million, and~~net amount received under the line-of-credit agreement, a decrease in other assets of ~~$1.0~~$0.3 million, and a decrease in inventories of $0.2 million.

~~Table of Contents~~

Our significant uses of cash for the ~~six~~three months ended ~~March~~December 31, 2022 were primarily related to a decrease in accounts payable and accrued expenses and other long-term liabilities of ~~$3.7 million, research development expenses of approximately $0.7 million, repayments of debt of $0.6~~$7.4 million and ~~a decrease of other long-term liabilities~~repayments on notes payable of $0.4 million.

Our cash held by our foreign subsidiary in the United Kingdom totaled approximately ~~$8.6~~$5.0 million as of ~~March~~December 31, 2022 and consisted of ~~0.3~~0.4 million Euros, ~~0.3~~0.2 million British Pounds, and ~~8.0~~4.4 million U.S. Dollars. This cash is included in our total cash and cash equivalents reported within our financial statements. Approximately 3.5 million U.S. Dollars was transferred from the foreign subsidiary in the U.K. to Modcomp, Inc. (TS-US) to use in operations during the first quarter of fiscal year 2023.

As of ~~March~~December 31, 2022 and September 30, ~~2021,~~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 ~~$14.1~~$11.5 million and ~~$14.1~~$11.9 million were available as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, respectively. As of ~~March~~December 31, 2022 and September 30, ~~2021~~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.”

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~~December 31, 2022. 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~~December 31, 2022, the

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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~~three months ended ~~March~~December 31, 2022, 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.

~~Table of Contents~~

PART ~~II.~~II. OTHER INFORMATION

Item 1A. Risk factors

~~Except as set forth below, there~~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, ~~2021.~~

~~Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.~~2022.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Furthermore, governments in the United States, United Kingdom and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Although we do not have significant customers or suppliers in Russia or Ukraine, we do have customers and suppliers in surrounding regions which may be affected. Further escalation of Russian-Ukraine military conflict and geopolitical tensions related to such military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyber attacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business, financial condition and results of operations. In addition, the effects of the ongoing conflict could heighten many of our known risks described in section entitled "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed with the SEC on December 9, 2021.

~~Item 2. Purchases of equity securities~~

On February 8, 2011, the Board of Directors authorized the Company to purchase up to 250 thousand additional shares of the Company's outstanding common stock at market price. The plan does not expire. As of May 14, 2020, we suspended our stock repurchase program until further economic clarity. The Board of Directors approved the activation of the suspended stock repurchase program on December 29, 2021. The Company repurchased approximately 13 thousand shares of its outstanding common stock on the open market during the three months ended March 31, 2022. As of March 31, 2022, approximately 181 thousand shares remain authorized to repurchase under the stock repurchase program

Common stock of CSP Inc. may be repurchased on the open market at the discretion of management. Open market repurchases will be made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations. Below are the purchases that have been made for the three months ended March 31, 2022.

Period
Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans (1)

Maximum number that may yet be purchased under the repurchase plan
January 1-31, 2022
2,198

$
8.48

2,198

191,927
February 1-28, 2022
4,200

$
7.92

4,200

187,727
March 1-31, 2022
6,400

$
7.51

6,400

181,327

~~(1)~~On December 29, 2021, the Company announced the commencement of purchases under our stock repurchase program, which was originally authorized and announced February 8, 2011. This program originally allowed the Company to purchase up to 250,000 shares of its Common Stock. As of the December 29, 2021 announcement, 194,125 shares of Common Stock were available to be repurchased under the stock repurchase program. The program does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason.

~~Table of Contents~~

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~~December 31, 2022 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2022 and September 30, ~~2021,~~2022, (b) our Condensed Consolidated Statements of Income (Loss) for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021, (c) our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021, (e) our Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~March~~December 31, 2022 and 2021 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~~December 31, 2022, formatted in inline XBRL.

* Filed Herewith

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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 11, 2022~~February 9, 2023	By:	/s/ Victor Dellovo
		Victor Dellovo
		Chief Executive Officer,
		President and Director

~~May 11, 2022~~February 9, 2023	By:	/s/ Gary W. Levine
		Gary W. Levine
		Chief Financial Officer

3629

~~Table of Contents~~

Americas	$	23,167	95	%	$	22,783	90	%	$	384	2	%
Europe		1,013	4	%		2,320	9	%		(1,307)	(56)	%
Asia		170	1	%		373	1	%		(203)	(54)	%
Totals	$	24,350	100	%	$	25,476	100	%	$	(1,126)	(4)	%


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans (1)	Maximum number that may yet be purchased under the repurchase plan
January 1-31, 2022	2,198	$	8.48	2,198	191,927
February 1-28, 2022	4,200	$	7.92	4,200	187,727
March 1-31, 2022	6,400	$	7.51	6,400	181,327