SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 10549 FORM 10-Q (Mark One) (X) Quarterly report pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 28, 1999 or ( ) 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 (I.R.S. Employer incorporation or organization) Identification No.) 40 Linnell Circle, Billerica, Massachusetts (Address of principal executive offices) Registrant's telephone number, including area code:(978)663-7598 NONE (Former name, former address, former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) APPLICABLE ONLY TO CORPORATE USERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding July 8, 1999 Common stock, $.01 par value 3,591,628 shares INDEX PAGE NUMBER PART 1. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Balance Sheets...........................3 Consolidated Statements of Operations.................4 Consolidated Statements of Cash Flows.................5 Notes to Consolidated Financial Statements............6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................8 PART II. OTHER INFORMATION: Item 6. Exhibits & Reports on Form 8-K.........................15 CSP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands) May 28, August 28, 1999 1998 (Unaudited) ASSETS Current assets: Cash and cash equivalents $1,586 $3,913 Marketable securities 10,231 9,635 Accounts receivable, net 9,755 7,698 Inventories 5,486 6,308 Deferred income taxes 1,068 1,068 Prepaid expenses 1,738 1,248 Total current assets 29,864 29,870 Property, equipment and improvements, net 3,296 3,367 Other assets: Land held for future development 163 163 Deferred income taxes 1,168 1,168 Goodwill, net 1,402 1,257 Other assets 1,341 1,703 Total other assets 4,074 4,291 Total assets $37,234 $37,528 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $5,956 $6,399 Income taxes payable 503 1,375 Total current liabilities 6,459 7,774 Deferred compensation and retirement Plans 3,514 3,363 Shareholders' equity: Common stock, $.01 par, authorized 7,500 shares; issued 4,020 and 3,986 shares 40 36 Additional paid in capital 10,813 10,631 Retained earnings 19,208 18,032 Foreign currency translation (596) (248) 29,465 28,451 Less treasury stock, at cost, 429 and 386 shares 2,204 2,060 Total shareholders' equity 27,261 26,391 Total liabilities and shareholders' equity $37,234 $37,528 See accompanying notes to consolidated financial statements CSP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited) /-Three Months Ended--/ /-Nine Months Ended-/ May 28, May 29, May 28, May 29, 1999 1998 1999 1998 Sales Systems $3,258 $4,498 $12,318 $12,590 Software 2,004 1,087 4,050 3,202 Service and system integration 8,124 9,490 24,118 35,816 Total sales 13,386 15,075 40,486 51,608 Cost of sales Systems 1,300 1,960 5,140 5,768 Software 992 419 1,621 1,170 Service and system integration 6,174 7,004 18,185 28,369 Total cost of sales 8,466 9,383 24,946 35,307 Engineering and development 1,008 1,183 3,113 3,158 Sales, general and administration 3,309 3,611 10,155 11,033 Restructuring 310 168 310 168 Total costs and expenses 13,093 14,345 38,524 49,666 Operating income 293 730 1,962 1,942 Other income 268 124 497 413 Income before income taxes 561 854 2,459 2,355 Income tax expense 292 405 1,279 1,303 Net income $269 $449 $1,180 $1,052 Earnings per share Basic $0.07 $0.13 $0.33 $0.32 Diluted $0.07 $0.12 $0.33 $0.31 Weighted average shares Basic 3,597 3,570 3,599 3,334 Diluted 3,648 3,602 3,630 3,411 See accompanying notes to consolidated financial statements. CSP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) /--Three Months-/ /--Nine Months--/ Ended Ended May 28, May 29, May 28, May 29, 1999 1998 1999 1998 Cash flows from operating activities: Net income $269 $449 $1,180 $1,052 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 338 336 900 1,096 Deferred compensation and retirement plans (51) 2,152 151 3,312 Deferred income taxes 138 (28) -- (101) Other 133 146 254 116 Changes in current assets and liab.: (Increase)Decrease in accounts receivable 2,003 1,193 (2,057) 1,435 Decrease in inventories 6 244 822 445 Increase(Decrease) in prepaid (271) 17 (490) 10 expenses Decrease in accounts payable and accrued expenses (3,245) (994) (443) (3,597) Increase(Decrease) in income taxes payable 13 288 (872) 1,132 Net cash provided by (used in) operating activities (667) 3,803 (555) 4,900 Cash flows from investing activities: Purchase of marketable securities (2,886) (4,263) (15,961) (16,983 Sale of marketable securities 2,487 2,207 15,392 12,830 Property, equipment and (310) (256) (893) (407) improvements Net cash used in investing activities (709) (2,312) (1,462) (4,560) Cash flows from financing activities: Proceeds from exercise of stock options and employee stock 65 12 182 27 purchases Purchase of treasury stock (144) -- (144) -- Net cash provided by (used in) financing activities (79) 12 38 27 Effect of exchange rate change on (239) 78 (348) (32) cash Net increase (decrease) in cash (1,694) 1,581 (2,327) 335 Cash and cash equivalents, beginning of period 3,280 3,098 3,913 4,344 Cash and cash equivalents,end of $1,586 $4,679 $1,586 $4,679 period See accompanying notes to consolidated financial statements. CSP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company, without audit, and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements, which are prepared in accordance with generally accepted accounting principles, have been condensed or omitted. Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the financial statements should be read in conjunction with the footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 1998. 1. Reclassification: Certain reclassifications were made to the fiscal 1998 financial statements to conform to the fiscal 1999 presentation. 2. Inventories: Inventories consist of the following (in thousands): May 28, August 28, 1999 1998 Raw materials $1,939 $1,502 Work in process 498 1,138 Finished goods 3,049 3,668 Total $5,486 $6,308 3. Stock Repurchase: On October 9, 1986 the Board of Directors authorized the Company to repurchase up to 344,892 shares of the outstanding stock at market prices. On September 28, 1995, the Board of Directors authorized the Company to repurchase up to an additional 199,650 shares of the outstanding stock at market prices. The timing of stock purchases are made at the discretion of management. Through May 28, 1999 the Company has repurchased 428,943, or 79% of the total authorized. 4. New Accounting Standards Effective August 29, 1998, the Company adopted Financial Accounting Standards Board Statement No. 130, "Reporting Comprehensive Income" ("SFAS 130") which establishes standards for reporting and display of comprehensive income and its components in a full set of financial statements. For the Company, comprehensive income includes net income and unrealized gains and losses from foreign currency translation. In June 1997, the Financial Accounting Standards Board issued Statement 131 ("SFAS No. 131"), "Disclosures about Segments of an Enterprise and Related Information", which establishes standards for the way that public business enterprises report selected information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports to shareholders. It also establishes standards for related disclosures about products and services, geographic areas and major customers. This Statement becomes effective for the Company in its fiscal year ending August 27, 1999. The Company is in the process of determining the impact of SFAS 131 on its footnote disclosures. In June 1998, the Financial Accounting Standards Board issued Statement No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities", which requires that all derivatives be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded for each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company is required to adopt SFAS No. 133 for the year ending August 27, 1999. Management has determined there will be no impact on its results of operations or financial position resulting from the adoption of SFAS No. 133 because the Company currently does not hold derivative instruments. On May 20, 1999, a proposed Statement of Financial Accounting Standards was issued for public comment in which the FASB proposed delaying the effective date of SFAS No. 133 such that the Company would not be required to adopt this standard until fiscal year 2001. 5. EPS Reconciliation The reconciliation of the numerators and denominators of the basic and diluted income per common share computations for the Company's reported net income is as follows (in thousands, except per share amounts): Three months ended Nine months ended May 28 May 29 May 28 May 29 1999 1998 1999 1998 Basic net income $269 $449 $1,180 $1,052 Weighted Average shares outstanding, basic 3,597 3,570 3,599 3,334 Net additional common shares upon exercise of common stock options 51 32 31 77 Weighted average shares outstanding-diluted 3,648 3,602 3,630 3,411 Net income per share-basic $0.07 $0.13 $0.33 $0.32 Net income per share-diluted $0.07 $0.12 $0.33 $0.31 6. Comprehensive Income The Company's comprehensive income is as follows: Three months ended Nine months ended May 28 May 29 May 28 May 29 1999 1998 1999 1998 Net income $269 $449 $1,180 $1,052 Other comprehensive income: Foreign translation adjustment (239) 78 (348) (32) Total comprehensive income $30 $527 $832 $1,020 7. Restructuring Expense In March, 1999 and 1998, MODCOMP had reductions of 15 and 20 individuals, respectively, in its domestic workforce. The expenses related to the action were approximately $310,000 and $168,000 for severance costs. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: A summary of the period to period changes in principal items included in the Statements of Operations is shown in Schedules I and II (pages 14 and 15). The discussion below contains certain forward-looking statements related to, among others but not limited to, among other things, statements concerning future revenues and future business plans. Actual results may vary from those contained in such forward-looking statements. Results of Operation - 1999 Compared to 1998: Revenue: The Company's sales were $13,386,000 and $40,486,000 for the three month and nine month periods ended May 28, 1999 compared to $15,075,000 and $51,608,000 for the same periods in fiscal 1998. The decrease in revenue was due primarily to a reduction in outsourcing and integration services sales by MODCOMP and certain transition issues with our Multicomputer business. The outsourcing business declined by approximately 38% from the prior year. In the second quarter of fiscal 1998, MODCOMP's German subsidiary had a $5.8 million outsourcing shipment from ARCOR, a German telecommunication supplier. The sales of large integration systems are individual orders. MODCOMP accounted for 74% and 70% of the total revenue for the three and nine month periods compared to 74% and 80% in the same periods of the prior fiscal year. CSP MultiComputer Division (CSPI) products accounted for 21% and 26% for the three and nine month periods compared to 22% and 17% for the prior fiscal year. The increase for the nine month period is due to increased sales of CSPI's newest product, the Series 2000. During the third quarter of fiscal 1999 CSPI received a $4 million order to provide 2000 Series systems to Northrup Grumman Norden Systems. This is a multi-year agreement for their General Acoustic Stimulation System, which is a major upgrade to the stimulation portion of the U.S. Navy's air Anti-Submarine Warfare trainers. During the quarter, this represented 11% of total sales. Scanalytics revenues were 5% and 4% of total sales for the three and nine month periods compared to 4% and 3% for the prior fiscal year. Sales for systems integration and services represented 61% and 60% of sales for the quarter and nine month period compared to 63% and 69% for the same period of the prior fiscal year. Systems sales, which includes software and hardware products designed and developed by CSPI and MODCOMP, represented 24% and 30% of total revenue for the third quarter and nine month period compared to 30% and 24% in the same periods of the prior fiscal year. CSPI's newest product offering, Series 2000 systems products, are either based on the Power PC from IBM/Motorola or Analog Devices SHARC processor and Myrinet networking technology from Myricom Inc. Sales of the Series 2000 products have increased by approximately 129% for the nine months ended May 28, 1999 over the same period of the prior fiscal year and accounted for 43% compared to 18% of the total system sales for the nine month periods. SuperCard family of products accounted for approximately 31% of total system sales for the nine month period ended May 28, 1999 compared to 45% for the comparative period of fiscal 1998. CSPI's Series 2000 high-performance products will provide the future source of revenue growth in the division. CSPI results have been affected by product transition issues related to the Series 2000 MultiComputer System. The deployment cycle of new products in the defense market, as with the Series 2000 MutiComputers, can last several years and result in periods of inconsistent revenue stream. This factor began to affect results in the third quarter. We anticipate our financial performance will continue to be affected through at least the fourth quarter of fiscal 1999. MODCOMP continues to ship its real-time process control classic product line to it's existing customers which represented 12% of systems revenue for the nine month period ended May 28, 1999 compared to 32% for the comparative period of fiscal 1998. Software sales represented 15% and 10% of sales for the three and nine month periods ended May 28, 1999 compared to 7% and 6% of sales for the same periods of the prior fiscal year. Scanalytics accounted for 31% and 45% of the total software sales for the three and nine month periods during fiscal 1999. Scanalytics sales increased by 6% for the first nine months of the current fiscal year compared to the prior year. The increased sales were due to the increased demand for the IP, Gel and scan software product that is an imaging software product used by biotechnology organizations. The MODCOMP internet product, ViewMax, accounted for 17% of the total software sales for the nine month period ended May 28, 1999 compared to 21% for the comparative period of fiscal 1998. ViewMax allows companies to easily integrate their IT systems with Internet technology without modification to the underlying legacy application code. Acting as a bridge between a company's legacy mainframe and its network - includes extranets and the Internet-ViewMax reconfigures information from green screen and allows users to view the data on their PC's in a graphic-friendly format. As e-commerce continues to expand, the ViewMax product will play an important role in the growth and success of the Company. European sales accounted for 54% of the total revenue for both the quarter and nine month periods. The rest of the geographic revenue breakdown was 45% and 38% for the Americas, and 1% and 8% for the rest of the world (primarily Asia) for the three and nine month periods ended May 28, 1999. Cost of Sales: Cost of sales as a percentage of sales was 63% and 62% for the three and nine month periods ended May 28, 1999. This compared to 62% and 68% for the same periods of the prior fiscal year. The reduction in the cost of sales for the nine month period was due to the change in product mix with increased sales of high margin system and software products. The future cost of sales as a percent of sales will fluctuate based on the mix of business, but most probably will increase from the levels we have historically experienced if MODCOMP outsourcing and integration systems sales remain as a large percentage of the total revenue. Operating Expense: Engineering and development expenses for the three month period ended May 28, 1999 decreased approximately $175,000 or 15% from the same period of fiscal 1998 while remaining consistent with the prior fiscal year for the nine month period. The fluctuation in expense relates primarily to decreases experienced by MODCOMP offset partially by increases in Scanalytics. MODCOMP expenses decreased approximately $301,000 and $245,000 for the three and nine month periods ended May 28, 1999 compared to the same periods of fiscal 1998. This is mainly attributed to reductions in staff and expenses associated with the older MODCOMP legacy products. The Company is currently shifting its focus and resources to the ViewMAX Internet Software products. This shift will take a number of months to redeploy resources. Scanalytics expenses increased approximately $90,000 and $178,000 for the three and nine month periods ended May 28, 1999 compared to the same periods of fiscal 1998. This increase is primarily due to the addition of three individuals to the engineering and development staff. CSP expenditures for the three and nine month periods ended May 28, 1999 remained consistent with the prior comparative periods of fiscal 1998. Sales, general and administrative expenses decreased $302,000 (8%) and $878,000 (8%) for the three and nine month periods ended May 28, 1999 compared to the same periods of fiscal 1998. The nine month decrease relates primarily to reductions in CSP and MODCOMP expenditures. The decrease in the quarter's expenses relates mainly to reductions in CSP offset by an increase experienced by MODCOMP. CSP expenses decreased $595,000(45%) and $405,000 (55%) for the three and nine month periods ended May 28, 1999, respectively. This decrease is mainly due to reductions in depreciation expense related to assets becoming fully depreciated, decreased sales commissions attributable to the lower sales revenue, and a decrease in management bonus expense. MODCOMP expenses increased $240,000 (12%) and decreased $395,000 (6%) for the three and nine month periods ended May 28, 1999 compared to the same periods of the prior fiscal year. The increase in MODCOMP's expense for the quarter relates to the addition of sales and marketing staff and additional expenses for the ViewMax product. The year to date decrease for MODCOMP relates to reduced operating expenses associated with a reduction in staff and reduced sales commissions related to lower sales revenue. Scanalytics expenses remained fairly consistent with the comparative periods of fiscal 1998. During the third quarter of fiscal 1999 MODCOMP had a reduction in staff of 15 domestic employees and had expenses of $310,000 for severance pay. This will save the Company approximately $1.2 million annually. Other Income Expenses and Taxes: Other income increased by $144,000 and $84,000 for the three and nine month periods ended May 28, 1999. The increase was due primarily to realized gains recognized on the sale of investments. This represented approximately 68% of the increase. The Company had an effective tax rate of 52% for both the three and nine month periods ended May 28, 1999, which is above the normal US statutory rate. This was due to the large portion of foreign-based revenue and profits from Germany and France, which have high statutory tax rates. The Company will continue to review with advisors the most effective tax strategy to reduce the effective rate. Financial Positions, Capital Resources and Liquidity: The Company has a solid financial position with working capital of $23.4 million at May 28, 1999 compared to $22.1 million at August 28, 1998. Accounts receivable increased to $9.8 million at May 28, 1999 compared to $7.7 million at August 28, 1998. The increase in accounts receivable was due to the timing of shipments and not collection issues. Accounts payable and accrued expenses decreased to $5.9 million at May 28, 1999 from $6.4 million on August 28, 1998. The decrease was in accounts payable for MODCOMP's German subsidiary. Management believes that all the Company's current and foreseeable needs can be met through working capital generated by operations and investments. Inflation and Changing Prices: Management does not believe that inflation and changing prices had significant impact on sales, revenues or operating income during fiscal 1999 or 1998. There is no assurance, however, that the Company's business will not be materially and adversely affected by inflation and changing prices in the future. Factors That May Affect Future Performance: This document contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include the following: general economic conditions and growth rates in the peripherals and computer products, biological imaging software and instruments and machine code readers industries; competitive factors and pricing pressures; changes in product mix; the timely development and acceptance of new products; inventory risks due to shifts in market demand; and component constraints and shortages. In response to competitive pressures or new product introductions, the Company may take certain pricing or marketing actions that could adversely effect the Company's operating results. In addition, changes in the mix of old products may cause fluctuations in the Company's gross margin. Due to the potential quarterly fluctuations in operating results, the Company believes that quarter to quarter comparisons of its results of operations are not necessarily an indicator of future performance. Markets for the Company's products are characterized by rapidly changing technology, new products introduction and short product life cycles. These changes can adversely affect the business and operating results. The Company's success will depend upon its ability to enhance its existing products and to develop and introduce, on a timely and cost effective basis, new products that keep pace with technological developments and address increasing customer requirements. The inability to meet these demands could adversely effect the Company's business and operating results. Year 2000: Historically, certain computer programs have been written using two digits rather than four digits to define the year. This could result in a computer recognizing a date using "00" as the year 1900 rather than the year 2000, resulting in potential major system failures or miscalculations. This problem will be referred to as the "Year 2000." The Company has completed a review of both its internal computer systems and its products that could be affected by the "Year 2000" issues. Generally, on a stand alone basis, CSPI and Scanalytics software products are not date dependent and therefore are not susceptible to the "Year 2000" issue like other general purpose computer companies. However, it should be understood that the majority of the CSPI and Scanalytics products performance is dependent upon third party host computer environment. MODCOMP has provided their legacy systems customers with a software upgrade which is "Year 2000" compliant. The Company believes that all of the current versions of its products are "Year 2000" compliant. The Company will continue its assessment of all current versions of its products. The Company developed a plan and has implemented the necessary remedial efforts to correct the internal computer systems problems of its business systems with certain upgrades in these systems that are "Year 2000" compliant. The Company has been testing the various systems to assure their compliance with test data. Testing of the various systems will be completed by the end of July 1999. The Company has communicated and will continue to communicate with all of its significant suppliers and large customers to determine the extent to which the Company is vulnerable to those third parties failure to correct their own "Year 2000" issues. There can be no guarantee that the systems of other companies on which significant suppliers and large customers rely upon will be timely converted or failure to convert by another, will not have a material impact on the Company. The cost of implementing of all these solutions is anticipated not to be material to the financial position or results of operations. We estimate that the cost related to Year 2000 will be $100,000-$150,000, of which approximatley $90,000 has been expended to date. The costs of such conversions and updates are based on management's best estimates, which were based on numerous assumptions of future activities such as, but not limited to, availability and cost of personnel needed to correct and train, ability to locate and correct relevant computer code. Contingency plans are being developed in critical areas, to ensure that any potential material business interruptions caused by Year 2000 issue are mitigated. The contingency plan is being developed and should be completed by July 1999. However, the foregoing statements are based on management's best estimate at the present time which were derived utilizing numerous assumptions of future events, which include third party modification plans, certain resources and other factors. The Company has taken and will continue to take the necessary corrective action to mitigate any significant Year 2000 problems. There can be no guarantee that the Company will not experience some disruption or loss of business due to the Year 2000 issue. CSP, INC. AND SUBSIDIARIES SCHEDULE I CONSOLIDATED STATEMENTS OF OPERATIONS PERCENTAGE OF SALES (Dollars in thousands) (Unaudited) /--Three Months Ended----/ /----Nine Months Ended----/ May 28 May 29 May 28 May 29 1999 % 1998 % 1999 % 1998 % Sales 13,386 100% 15,075 100% 40,486 100% 51,608 100% Costs and expenses: Cost of sales 8,466 63% 9,383 62% 24,946 62% 35,307 68% Engineering and development 1,008 8% 1,183 8% 3,113 8% 3,158 6% Selling, general and administration 3,309 25% 3,611 24% 10,155 25% 11,033 21% Restructuring 310 2% 168 1% 310 1% 168 -- Total costs and expenses 13,093 98% 14,345 95% 38,524 95% 49,666 96% Operating income 293 2% 730 5% 1,962 5% 1,942 4% Other income 268 2% 124 1% 497 1% 413 1% Income before taxes 561 4% 854 6% 2,459 6% 2,355 5% Income tax expense 292 2% 405 3% 1,279 3% 1,303 3% Net income $269 2% $449 3% $1,180 3% $1,052 2% CSP, INC. AND SUBSIDIARIES SCHEDULE II CONSOLIDATED STATEMENTS OF OPERATIONS PERIOD TO PERIOD DOLLAR AND PERCENTAGE CHANGE (Dollars in thousands) (Unaudited) /--Three Months Ended--//--Nine Months Ended--/ May 28,1999 vs May 29, 1998 $ % $ % Change Change Change Change Sales (1,689) (11%) (11,122) (22%) Costs and expenses: Cost of sales (917) (10%) (10,361) (29%) Engineering and development (175) (15%) (45) (1%) Selling, general and administration (302) (8%) (878) (8%) Restructuring 142 85% 142 85% Total costs and expenses (1,252) (9%) (11,142) (22%) Operating income (437) (60%) 20 1% Other income 144 116% 84 20% Income before income taxes (293) (34%) 104 4% Income tax expense (113) (28%) 24 2% Net income ($180) (40%) $128 12% PART II. OTHER INFORMATION Item 4. Submissions of Matters to a vote of Security Holders None Item 6. Exhibit and Reports on Form 8-K a) Reports on Form 8-K b) Exhibits 27.0 Financial Data Schedule SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CSP Inc. (Registrant) Date: July 9, 1999 By: /s/Alexander R. Lupinetti Chief Executive Officer and President Date: July 9, 1999 By: /s/Gary W. Levine Vice President of Finance and Chief Financial Officer