Item 1. Financial Statements
Item 1. Financial Statements
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
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.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except for per share data)
(Unaudited)
Three months ended
December 31,
December 31,
2022
2021
Sales:
Product
$
14,221
$
8,720
Services
4,123
3,649
Total sales
18,344
12,369
Cost of sales:
Product
10,771
7,277
Services
1,756
1,478
Total cost of sales
12,527
8,755
Gross profit
5,817
3,614
Operating expenses:
Engineering and development
836
627
Selling, general and administrative
3,617
3,383
Total operating expenses
4,453
4,010
Operating income (loss)
1,364
( 396 )
Other income (expense):
Foreign exchange loss
( 501 )
( 17 )
Interest expense
( 64 )
( 105 )
Interest income
261
145
Other (expense) income, net
34
19
Total other (expense) income, net
( 270 )
42
Income (loss) before income taxes
1,094
( 354 )
Income tax expense
133
12
Net income (loss)
$
961
$
( 366 )
Net income (loss) attributable to common shareholders
$
906
$
( 366 )
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 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.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
(Unaudited)
Three months ended
December 31,
December 31,
2022
2021
Net income (loss)
$
961
$
( 366 )
Foreign currency translation gain adjustments, net
664
29
Total comprehensive income (loss)
$
1,625
$
( 337 )
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the three months ended 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 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.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
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.
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CSP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED 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 two 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 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, 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 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.
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, 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 divisions/segments.
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).
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 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 $ 3.7 million and $ 4.4 million as of December 31, 2022 and September 30, 2022, respectively. The current portion is recorded in other current assets on the condensed consolidated balance sheets. There were no noncurrent contract assets as of December 31, 2022 and September 30, 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 $ 3.8 million and $ 1.9 million as of December 31, 2022 and September 30, 2022, respectively. The current portion of contract liabilities is recorded in deferred revenue on the condensed consolidated balance sheets. There was no long-term contract liabilities as of December 31, 2022 and September 30, 2022, respectively. Revenue recognized for the three months ended December 31, 2022 that was included in contract liabilities as of September 30, 2022 was $ 1.2 million.
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 December 31, 2022 and September 30, 2022. The portion of current capitalized costs were $ 88 thousand and $ 128 thousand as of December 31, 2022 and September 30, 2022, respectively. There are no 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 December 31, 2022 and 2021 were $ 98 thousand and $ 90 thousand, respectively. This is recorded in selling, general, and administrative expenses. There was no impairment related to incremental costs capitalized during the nine months ended December 31, 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 $ 6 thousand as of December 31, 2022 and $ 9 thousand as of September 30, 2022. The were no noncurrent capitalized costs as of December 31, 2022 and September 30, 2022, respectively. The amount of fulfillment costs amortized for the three months ended December 31, 2022 and 2021 were $ 3 thousand and $ 3 thousand, respectively. These costs amortized were recorded in cost of sales. There was no impairment related to fulfillment costs capitalized for the three months ended December 31, 2022 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 December 31, 2022 is set forth in the table below:
(Amounts in thousands)
Fiscal 2023
455
Fiscal 2024
61
$
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 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
December 31,
December 31,
2022
2021
Net income (loss)
$
961
$
( 366 )
Less: net income attributable to nonvested common stock
55
—
Net income (loss) attributable to common shareholders
$
906
$
( 366 )
Weighted average total shares outstanding – basic
4,554
4,200
Less: weighted average non–vested shares outstanding
259
—
Weighted average number of common shares outstanding – basic
4,295
4,200
Add: potential common shares from non–vested stock awards and the assumed exercise of stock options
33
—
Weighted average common shares outstanding – diluted
$
4,328
$
4,200
Net income (loss) per common share - basic
0.21
( 0.09 )
Net income (loss) per common share - diluted
0.21
( 0.09 )
Anti-dilutive securities include restricted stock, which are excluded from the diluted income (loss) per share computation. Non-vested restricted stock awards of 194 thousand were excluded from the diluted loss per share calculation for the three months ended December 31, 2021. 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 receivable and 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 $ 8.7 million and $ 6.9 million as of December 31, 2022. These receivables are included in Accounts receivable and Long-term receivable in the amount of $ 8.9 million and $ 7.4 million as of September 30, 2022, respectively.
The receivables with a payment term exceeding one year carry an average weighted interest rate of 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 and Long-term receivables with a contractual maturity of over one year. All accounts have no past amounts due as of December 31, 2022 and September 30, 2022. There was no activity in the allowance for credit losses of these receivables for the three months ended 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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2 years from the effective date of the agreement. The revenue for this transaction was recorded net during the first quarter of fiscal year 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)
2023
$
7,232
2024
6,859
2025
2,313
Total payments
$
16,404
Less: unearned interest income
( 843 )
Total, net of unearned interest income
$
15,561
7 . Inventories
Inventories consist of the following:
December 31,
September 30,
2022
2022
(Amounts in thousands)
Raw materials
$
344
$
421
Work-in-process
205
23
Finished goods
3,567
3,928
Total
$
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.
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.
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8 . Leases
Information related to both lessee and lessor
The components of lease costs for the three months ended December 31, 2022 and 2021 are as follows:
Three months ended
Condensed Consolidated Statements of Operations Location
December 31, 2022
December 31, 2021
(Amounts in thousands)
Finance Lease:
Interest on lease liabilities
Interest expense
$
—
$
1
Operating Lease:
Operating lease cost
Selling, general, and administrative
162
179
Short-term lease cost
Selling, general, and administrative
10
12
Total lease costs
$
172
$
192
Less sublease interest income
Revenue
( 1 )
—
Total lease costs, net of sublease interest income
$
171
$
192
Supplemental cash flow information related to leases for three months ended December 31, 2022 and 2021 is below:
Three months ended
December 31, 2022
December 31, 2021
(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
166
$
187
Operating cash flows from short-term leases
10
12
Operating cash flows from finance leases
—
1
Financing cash flows from finance leases
1
11
Cash received from subleases
5
18
9. Accounts payable and 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 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 December 31, 2022 and 2021 was $ 56 thousand and $ 74 thousand, respectively.
The amounts owed for these agreements are in Accounts payable and 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:
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 $ 8.3 million due (net of interest) to one of these vendors as of December 31, 2022. This is approximately 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.
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.
Interest expense related to the notes for the three months ended December 31, 2022 and 2021 was $ 5 thousand and $ 14 thousand, respectively.
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 December 31, 2022 and September 30, 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. 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 December 31, 2022 and September 30, 2022, Company borrowings, all from the TS segment, under the inventory line of credit were $ 3.4 million and $ 3.1 million, respectively, and the Company was in compliance with all financial covenants. As of December 31, 2022 and September 30, 2022, this line of credit also includes availability of a limited cash withdrawal of up to $ 1.0 million. As of December 31, 2022 and September 30, 2022 there were no cash withdrawals outstanding.
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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. 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 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
December 31, 2022
September 30, 2022
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
(Amounts in thousands)
Cash on deposit
$
64
$
64
$
—
$
—
$
27
$
27
$
—
$
—
Pooled funds
9,918
6,285
3,633
—
8,798
5,513
3,285
—
Total plan assets
$
9,982
$
6,349
$
3,633
$
—
$
8,825
$
5,540
$
3,285
$
—
12. Income Taxes
An income tax expense of $ 133 thousand was recorded for the three months ended 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 and 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 their operations but will continue to evaluate this need going forward. The income tax expense for the three months ended 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 (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 three months ended December 31, 2022 because we 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:
December 31,
September 30,
2022
2022
(Amounts in thousands)
Cumulative effect of foreign currency translation, net
$
( 5,127 )
$
( 5,791 )
Cumulative unrealized loss on pension liability
( 1,537 )
( 1,537 )
Accumulated other comprehensive loss, net
$
( 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.
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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 December 31, 2022
As of September 30, 2022
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Fair Value Level
Reference
(Amounts in thousands)
Assets:
Cash and cash equivalents
$
19,585
$
19,585
$
23,982
$
23,982
1
Condensed Consolidated Balance Sheets
Accounts and long-term receivable*
15,561
15,561
16,328
16,328
3
Note 6
Liabilities:
Accounts payable and accrued expenses and other long-term liabilities*
4,505
4,505
4,622
4,622
3
Note 9
Line of Credit
3,449
3,449
3,124
3,124
2
Note 10
Notes payable
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 December 31, 2022 and September 30, 2022.
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15. Segment Information
The following tables present certain operating segment information for the three ended 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
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 months ended December 31, 2022 and 2021.
Three months ended December 31,
2022
2021
(in millions)
(in millions)
Customer
% of Total
Customer
% of Total
Revenues
Revenues
Revenues
Revenues
Customer A
$
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 $ 13.6 million, or 47 %, of total consolidated accounts receivable and long-term receivable as of 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 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 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.
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.