Item 1A. Risk Factors
Item 1A. Risk factors
Except as set forth below, there have been no other 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, 2019 and the risk factor below included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may materially adversely affect our business, results of operations, cash flows and financial condition.
Pandemics, epidemics, or disease outbreaks, such as COVID-19 may cause harm to us, our employees, our clients, our vendors and supply chain partners, and financial institutions, which could have a material adverse effect on our business, results of operations, cash flows, and financial condition. The impact of a pandemic, epidemic, or other disease outbreak, such as COVID-19, may include, but would not be limited to: (i) disruption to operations due to the unavailability of employees due to illness, quarantines, risk of illness, travel restrictions or factors that limit our existing or potential workforce; (ii) volatility in the demand for or availability of our products and services, (iii) inability to meet our customers’ needs due to disruptions in the manufacture, sourcing and distribution of our products and services, or (iv) failure of third parties on which we rely, including our suppliers, clients, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so. As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic on March 11, 2020, national, state, and local governments have taken actions such as declaring a state of emergency, social distancing guidelines, and shutting down certain businesses which are not considered essential in part or entirely. The Company has complied with such actions causing most employees to work remotely in all locations. Such measures could have a material adverse effect on our business and future results.
Item 2. Purchases of equity securities
On November 13, 2007, the Board of Directors authorized the Company to purchase 250,000 shares of its outstanding common stock. On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350,000 additional shares of the Company's outstanding common stock at market price.
On February 8, 2011, the Company’s Board of Directors authorized a new stock repurchase program, which authorized the Company to purchase up to 250,000 shares of its Common Stock. Shares 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 nine months ended June 30, 2020. As of May 14, 2020, we have suspended our stock repurchase program until further economic clarity
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
March 1-31, 2020
6,000
$
7.15
6,000
194,525
April 1-30, 2020
400
$
6.50
400
194,125
(1) On March 11, 2020, 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 March 11, 2020 announcement, 200,525 shares of
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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.
Item 6. Exhibits
Number
Description
10.1
Note, dated as of April 17, 2020, by, and between Paragon Bank and CSP, Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on April 23, 2020)
10.2
Note, dated as of April 17, 2020, by, and between Paragon Bank and Modcomp, Inc., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed on April 23, 2020)
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*
Interactive Data Files regarding (a) our Consolidated Balance Sheets as of June 30, 2020 and September 30, 2019, (b) our Consolidated Statements of Income for the three and nine months ended June 30, 2020 and 2019, (c) our Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2020 and 2019, (d) our Consolidated Statement of Shareholders’ Equity for the three and nine months ended June 30, 2020 and 2019, (e) our Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 and 2019 and (f) the Notes to such Consolidated Financial Statements.
* 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.
August 11, 2020
By:
/s/ Victor Dellovo
Victor Dellovo
Chief Executive Officer,
President and Director
August 11, 2020
By:
/s/ Gary W. Levine
Gary W. Levine
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.