CSP INC /MA/ 10-Q

Item 1. Financial Statements CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ September 30, ​ 2023 2022 ​ ​ (unaudited) ​ ​ ​ ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 13,312 ​ $ 23,982 Investments - held-to-maturity ​ ​ 3,533 ​ ​ — Accounts receivable, net of allowances of $ 106 and $ 88 ​ 22,128 ​ 22,993 Investment in lease, net-current portion ​ 14 ​ 17 Inventories ​ 6,342 ​ 4,372 Refundable income taxes ​ 822 ​ 1,050 Other current assets ​ 4,746 ​ 7,043 Total current assets ​ 50,897 ​ 59,457 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, equipment and improvements, net ​ 657 ​ 647 Operating lease right-of-use assets ​ ​ 862 ​ ​ 1,160 Intangibles, net ​ 53 ​ 10 Investment in lease, net-less current portion ​ 9 ​ 3 Long-term receivable ​ ​ 6,705 ​ 7,412 Cash surrender value of life insurance ​ 5,275 ​ 5,163 Pension benefits assets ​ ​ 1,453 ​ ​ 1,099 Other assets ​ 113 ​ 111 Total assets ​ $ 66,024 ​ $ 75,062 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable and accrued expenses ​ $ 13,929 ​ $ 22,463 Line of credit ​ ​ 1,338 ​ ​ 3,124 Notes payable - current portion ​ ​ 438 ​ ​ 427 Deferred revenue ​ 3,702 ​ 4,058 Pension and retirement plans ​ 110 ​ 110 Total current liabilities ​ 19,517 ​ 30,182 Pension and retirement plans ​ 1,253 ​ 1,337 Notes payable - noncurrent portion ​ ​ — ​ ​ 449 Operating lease liabilities - noncurrent portion ​ ​ 438 ​ ​ 623 Income taxes payable ​ 462 ​ 462 Other noncurrent liabilities ​ 2,906 ​ 3,046 Total liabilities ​ 24,576 ​ 36,099 ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ Common stock, $ .01 par value per share; authorized, 7,500 shares; issued and outstanding 4,711 and 4,554 shares, respectively ​ 48 ​ 46 Additional paid-in capital ​ 20,113 ​ 19,476 Retained earnings ​ 27,773 ​ 26,769 Accumulated other comprehensive loss ​ ( 6,486 ) ​ ( 7,328 ) Total shareholders’ equity ​ 41,448 ​ 38,963 Total liabilities and shareholders’ equity ​ $ 66,024 ​ $ 75,062 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 3 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 ​ ​ ​ March 31, ​ March 31, ​ March 31, ​ March 31, ​ ​ 2023 2022 2023 2022 ​ Sales: ​ ​ ​ ​ ​ Product ​ $ 8,988 ​ $ 8,217 ​ $ 23,209 ​ $ 16,937 ​ Services ​ 4,281 ​ 3,764 ​ 8,404 ​ 7,413 ​ Total sales ​ 13,269 ​ 11,981 ​ 31,613 ​ 24,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales: ​ ​ ​ ​ ​ Product ​ 6,580 ​ 6,265 ​ 17,351 ​ 13,542 ​ Services ​ 1,699 ​ 1,516 ​ 3,455 ​ 2,994 ​ Total cost of sales ​ 8,279 ​ 7,781 ​ 20,806 ​ 16,536 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 4,990 ​ 4,200 ​ 10,807 ​ 7,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ Engineering and development ​ 858 ​ 717 ​ 1,694 ​ 1,344 ​ Selling, general and administrative ​ 3,895 ​ 3,507 ​ 7,512 ​ 6,890 ​ Total operating expenses ​ 4,753 ​ 4,224 ​ 9,206 ​ 8,234 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ 237 ​ ( 24 ) ​ 1,601 ​ ( 420 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ Foreign exchange (loss) gain ​ ( 115 ) ​ 176 ​ ( 616 ) ​ 159 ​ Interest expense ​ ( 62 ) ​ ( 101 ) ​ ( 126 ) ​ ( 206 ) ​ Interest income ​ 325 ​ 126 ​ 586 ​ 271 ​ Other income (expense), net ​ 7 ​ ( 16 ) ​ 41 ​ 3 ​ Total other income (expense), net ​ 155 ​ 185 ​ ( 115 ) ​ 227 ​ Income (loss) before income taxes ​ ​ 392 ​ 161 ​ ​ 1,486 ​ ( 193 ) ​ Income tax expense ​ ​ 71 ​ 5 ​ ​ 204 ​ 17 ​ Net income (loss) ​ $ 321 ​ $ 156 ​ $ 1,282 ​ $ ( 210 ) ​ Net income (loss) attributable to common shareholders ​ $ 302 ​ $ 148 ​ $ 1,205 ​ $ ( 210 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - basic ​ $ 0.07 ​ $ 0.03 ​ $ 0.28 ​ $ ( 0.05 ) ​ Weighted average common shares outstanding – basic ​ 4,391 ​ 4,274 ​ 4,342 ​ 4,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - diluted ​ $ 0.07 ​ $ 0.03 ​ $ 0.27 ​ $ ( 0.05 ) ​ Weighted average common shares outstanding – diluted ​ ​ 4,462 ​ ​ 4,285 ​ ​ 4,395 ​ ​ 4,237 ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 4 Table of Contents CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ ​ March 31, ​ March 31, ​ March 31, ​ March 31, ​ ​ 2023 2022 2023 2022 ​ Net income (loss) ​ $ 321 $ 156 ​ $ 1,282 $ ( 210 ) ​ Foreign currency translation gain (loss) adjustments, net ​ 178 ​ ( 181 ) ​ 842 ​ ( 152 ) ​ Total comprehensive income (loss) ​ $ 499 $ ( 25 ) ​ $ 2,124 $ ( 362 ) ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 5 Table of Contents CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY For the three months ended March 31, 2023 and 2022: (Amounts in thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Retained ​ comprehensive ​ Shareholders’ Three Months Ended March 31, 2023: Shares Amount Capital Earnings loss Equity Balance as of December 31, 2022 4,555 ​ $ 46 ​ $ 19,735 ​ $ 27,593 ​ $ ( 6,664 ) ​ $ 40,710 Net income — ​ — ​ — ​ 321 ​ — ​ 321 Other comprehensive income — ​ — ​ — ​ — ​ 178 ​ 178 Stock-based compensation — ​ — ​ 280 ​ — ​ — ​ 280 Restricted stock issuance 142 ​ 2 ​ — ​ — ​ — ​ 2 Issuance of shares under employee stock purchase plan 14 ​ — ​ 98 ​ — ​ — ​ 98 Cash dividends paid on common stock ($ 0.03 per share) — ​ — ​ — ​ ( 141 ) ​ — ​ ( 141 ) Balance as of March 31, 2023 4,711 ​ $ 48 ​ $ 20,113 ​ $ 27,773 ​ $ ( 6,486 ) ​ $ 41,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 6 Table of Contents CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY For the six months ended March 31, 2023 and 2022: (Amounts in thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Retained ​ comprehensive ​ Shareholders’ Six months ended March 31, 2023: 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 — ​ — ​ — ​ 1,282 ​ — ​ 1,282 Other comprehensive income — ​ ​ — ​ ​ — ​ ​ — ​ 842 ​ 842 Stock-based compensation — ​ ​ — ​ ​ 539 ​ ​ — ​ — ​ 539 Restricted stock issuance 143 ​ ​ 2 ​ ​ — ​ ​ — ​ — ​ 2 Issuance of shares under employee stock purchase plan 14 ​ ​ — ​ ​ 98 ​ ​ — ​ — ​ 98 Cash dividends paid on common stock ($ 0.06 per share) — ​ ​ — ​ ​ — ​ ​ ( 278 ) ​ — ​ ( 278 ) Balance as of March 31, 2023 4,711 ​ $ 48 ​ $ 20,113 ​ $ 27,773 ​ $ ( 6,486 ) ​ $ 41,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 7 Table of Contents CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ March 31, ​ March 31, ​ 2023 2022 Operating activities ​ ​ Net income (loss) ​ $ 1,282 ​ $ ( 210 ) ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income (loss) to net cash used in operating activities: ​ ​ Depreciation ​ 171 ​ 175 Amortization of intangibles ​ 6 ​ 5 Loss on sale of fixed assets, net ​ ​ — ​ ​ 1 Foreign exchange loss (gain) ​ 616 ​ ( 159 ) Provision for losses (recoveries) on accounts receivable ​ 15 ​ ( 45 ) Provision for obsolete inventory ​ 70 ​ 21 Amortization of lease right-of-use assets ​ ​ 299 ​ ​ 360 Stock-based compensation expense on stock options and restricted stock awards ​ 539 ​ 472 (Decrease) increase in cash surrender value of life insurance ​ ( 49 ) ​ 156 ​ ​ ​ ​ ​ ​ ​ Changes in operating assets and liabilities: ​ ​ Decrease in accounts receivable ​ 851 ​ 1,687 Increase in life insurance receivable ​ — ​ ( 322 ) Increase in inventories ​ ( 2,037 ) ​ ( 87 ) Decrease (increase) in refundable income taxes ​ 228 ​ ( 55 ) Increase in operating lease right-of-use assets ​ ​ ( 1 ) ​ ​ ( 42 ) Decrease in other assets ​ ​ 2,311 ​ ​ 1,005 (Increase) decrease in investment in lease ​ ( 3 ) ​ 34 Decrease in long-term receivable ​ ​ 706 ​ ​ 2,179 Decrease in accounts payable and accrued expenses ​ ( 8,480 ) ​ ( 3,743 ) Increase in interest payable ​ ​ 59 ​ ​ 42 Decrease in operating lease liabilities ​ ​ ( 304 ) ​ ​ ( 321 ) (Decrease) increase in deferred revenue ​ ( 356 ) ​ 771 Decrease in pension and retirement plans liabilities ​ ( 309 ) ​ ( 244 ) Decrease in other long-term liabilities ​ ( 140 ) ​ ( 407 ) Net cash (used in) provided by operating activities ​ ( 4,526 ) ​ 1,273 ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ Life insurance premiums paid ​ ( 64 ) ​ ( 60 ) Purchase of held-to-maturity investments ​ ​ ( 3,533 ) ​ ​ — Proceeds from sales of property, equipment, and improvements ​ ​ — ​ ​ 2 Additions of intangible assets ​ ​ ( 51 ) ​ ​ — Purchases of property, equipment and improvements ​ ( 181 ) ​ ( 195 ) Net cash used in investing activities ​ ( 3,829 ) ​ ( 253 ) ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ Dividends paid ​ ( 278 ) ​ — Net borrowing under line-of-credit agreement ​ ​ ( 1,786 ) ​ ​ ( 62 ) Repayments on notes payable ​ ​ ( 406 ) ​ ​ ( 559 ) Principal payments on finance leases ​ ( 2 ) ​ ( 23 ) Purchase of common stock ​ ​ — ​ ​ ( 100 ) Proceeds from issuance of shares under equity compensation plans ​ 98 ​ 90 Net cash used in financing activities ​ ( 2,374 ) ​ ( 654 ) Effects of exchange rate on cash ​ 59 ​ ( 41 ) Net (decrease) increase in cash and cash equivalents ​ ( 10,670 ) ​ 325 Cash and cash equivalents beginning of year ​ ​ 23,982 ​ 20,007 Cash and cash equivalents end of year ​ $ 13,312 ​ $ 20,332 ​ ​ ​ ​ ​ ​ ​ Supplementary cash flow information: ​ ​ Cash paid for income taxes ​ $ 35 ​ $ — Cash paid for interest ​ $ 73 ​ $ 184 ​ ​ ​ ​ ​ ​ ​ 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. ​ ​ 8 Table of Contents CSP INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023 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 and New Significant Accounting Policy 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, 2022. ​ New Significant Accounting Policy – Held-to-maturity investment securities Our held-to-maturity investments consist of treasury bills, which mature at different intervals with the last maturity date in August of 2023. These investments are stated at amortized cost. The carrying value of these investments as of March 31, 2023 was $3.5 million and we did not have any outstanding investments as of September 30, 2022. We did not record any gains or losses on these securities during the six months ended March 31, 2023. The estimated fair value of these investments approximated their carrying values of March 31, 2023. We do not intend to sell these investments. ​ 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 31, 2023 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 9 Table of Contents 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. 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 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. 10 Table of Contents See disaggregated revenues below by products/services and divisions/segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended March 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 972 ​ $ 175 ​ $ 7,840 ​ $ 8,015 ​ $ 8,987 Service ​ ​ 504 ​ ​ 92 ​ ​ 3,685 ​ ​ 3,777 ​ ​ 4,281 Finance * ​ ​ — ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ 1 Total sales ​ $ 1,476 ​ $ 267 ​ $ 11,526 ​ $ 11,793 ​ $ 13,269 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Six months ended March 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 3,134 ​ $ 366 ​ $ 19,707 ​ $ 20,073 ​ $ 23,207 Service ​ ​ 831 ​ ​ 179 ​ ​ 7,394 ​ ​ 7,573 ​ ​ 8,404 Finance * ​ ​ — ​ ​ — ​ ​ 2 ​ ​ 2 ​ ​ 2 Total sales ​ $ 3,965 ​ $ 545 ​ $ 27,103 ​ $ 27,648 ​ $ 31,613 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 * 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 11 Table of Contents 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. 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 $ 2.3 million and $ 4.4 million as of March 31, 2023 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 March 31, 2023 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 $ 3.7 million and $ 4.1 million as of March 31, 2023 and September 30, 2022, respectively. The current portion of contract liabilities is recorded in deferred revenue on the condensed consolidated balance sheets. There were no long-term contract liabilities as of March 31, 2023 and September 30, 2022, respectively. Revenue recognized for the six months ended March 31, 2023 that was included in contract liabilities as of September 30, 2022 was $ 1.9 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. 12 Table of Contents Current capitalized contract costs are within the other current assets on the condensed consolidated balance sheets as of March 31, 2023 and September 30, 2022. The portion of current capitalized costs were $ 155 thousand and $ 128 thousand as of March 31, 2023 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 March 31, 2023 and 2022 were $ 98 thousand and $ 91 thousand, respectively. The amount of incremental costs amortized for the six months ended March 31, 2023 and 2022 were $ 199 thousand and $ 181 thousand, respectively. This is recorded in selling, general, and administrative expenses. There was no impairment related to incremental costs capitalized during the six months ended March 31, 2023 and 2022. 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 $ 3 thousand as of March 31, 2023 and $ 9 thousand as of September 30, 2022. The were no noncurrent capitalized costs as of March 31, 2023 and September 30, 2022, respectively. The amount of fulfillment costs amortized for the three months ended March 31, 2023 and 2022 were $ 3 thousand and $ 3 thousand, respectively. The amount of fulfillment costs amortized for the six months ended March 31, 2023 and 2022 were $ 6 thousand and $ 6 thousand, respectively. These costs amortized were recorded in cost of sales. There was no impairment related to fulfillment costs capitalized for the six months ended March 31, 2023 and 2022. 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 31, 2023 is set forth in the table below: ​ ​ ​ ​ ​ ​ (Amounts in thousands) Fiscal 2023 ​ ​ 257 Fiscal 2024 ​ ​ 61 ​ ​ $ 318 ​ 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 restricted stock awards 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. Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows: 13 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ March 31, ​ March 31, ​ March 31, ​ March 31, ​ 2023 2022 2023 2022 ​ ​ (Amounts in thousands except per share data) Net income (loss) $ 321 $ 156 $ 1,282 $ ( 210 ) Less: net income attributable to nonvested common stock ​ 19 ​ 8 ​ 77 ​ — Net income (loss) attributable to common shareholders ​ $ 302 $ 148 ​ $ 1,205 $ ( 210 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average total shares outstanding – basic ​ 4,688 4,517 ​ ​ 4,621 ​ ​ 4,237 Less: weighted average non–vested shares outstanding ​ 297 243 ​ ​ 279 ​ ​ — Weighted average number of common shares outstanding – basic ​ 4,391 4,274 ​ ​ 4,342 ​ 4,237 Add: potential common shares from non–vested stock awards ​ 71 11 ​ ​ 53 ​ — Weighted average common shares outstanding – diluted ​ 4,462 4,285 ​ $ 4,395 ​ 4,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - basic ​ $ 0.07 ​ $ 0.03 ​ $ 0.28 ​ $ ( 0.05 ) Net income (loss) per common share - diluted ​ $ 0.07 ​ $ 0.03 ​ $ 0.27 ​ $ ( 0.05 ) ​ Anti-dilutive securities include restricted stock, which are excluded from the diluted income (loss) per share computation. Non-vested restricted stock awards of 26 thousand and 101 thousand were excluded from the diluted net income per share calculation for the three and six months ended March 31, 2023, respectively. Non-vested restricted stock awards of 238 thousand and 175 thousand were excluded from the diluted net income per share calculation for the three and six months ended March 31, 2022, respectively. ​ 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 $ 6.7 million as of March 31, 2023. 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 March 31, 2023 and September 30, 2022. There was no activity in the allowance for credit losses of these receivables for the three and six months ended March 31, 2023 and 2022, 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 March 31, 2023 and 2022 was $ 189 thousand and $ 122 thousand, respectively. The amount of interest income earned from sales whose payment terms exceed one year for the six months ended March 31, 2023 and 2022 was $ 371 thousand and $ 261 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 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. 14 Table of Contents 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 ​ $ 6,924 2024 ​ ​ 6,859 2025 ​ ​ 2,313 Total payments ​ $ 16,096 Less: unearned interest income ​ ​ ( 654 ) Total, net of unearned interest income ​ $ 15,442 ​ ​ 7 . Inventories Inventories consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ September 30, ​ 2023 2022 ​ ​ (Amounts in thousands) Raw materials ​ $ 208 ​ $ 421 Work-in-process ​ 62 ​ ​ 23 Finished goods ​ 6,072 ​ ​ 3,928 Total ​ $ 6,342 ​ $ 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. ​ 15 Table of Contents 8 . Leases Information related to both lessee and lessor The components of lease costs for the three months ended March 31, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Condensed Consolidated Statements of Operations Location ​ March 31, 2023 March 31, 2022 ​ ​ ​ (Amounts in thousands) Finance Lease: ​ ​ ​ ​ ​ ​ ​ Interest on lease liabilities Interest expense ​ $ 1 ​ $ 1 Operating Lease: ​ ​ ​ ​ ​ Operating lease cost Selling, general, and administrative ​ 162 ​ 163 Short-term lease cost Selling, general, and administrative ​ ​ 11 ​ ​ 19 Total lease costs ​ ​ $ 174 ​ $ 183 Less sublease interest income Revenue ​ ​ ( 1 ) ​ ​ ( 1 ) Total lease costs, net of sublease interest income ​ ​ $ 173 ​ $ 182 ​ The components of lease costs for the six months ended March 31, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ Condensed Consolidated Statements of Operations Location ​ March 31, 2023 ​ March 31, 2022 ​ ​ ​ (Amounts in thousands) Finance Lease: ​ ​ ​ ​ ​ ​ ​ Interest on lease liabilities Interest expense ​ $ 1 ​ $ 2 Operating Lease: ​ ​ ​ ​ ​ Operating lease cost Selling, general, and administrative ​ 324 ​ 342 Short-term lease cost Selling, general, and administrative ​ ​ 21 ​ ​ 31 Total lease costs ​ ​ $ 346 ​ $ 375 Less sublease interest income Revenue ​ ​ ( 2 ) ​ ​ ( 1 ) Total lease costs, net of sublease interest income ​ ​ $ 344 ​ $ 374 ​ Supplemental cash flow information related to leases for the six months ended March 31, 2023 and 2022 is below: ​ ​ ​ ​ ​ ​ ​ Six months ended ​ March 31, 2023 March 31, 2022 ​ (Amounts in thousands) Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ Operating cash flows from operating leases $ 330 $ 355 Operating cash flows from short-term leases ​ 21 ​ 31 Operating cash flows from finance leases ​ 1 ​ 2 Financing cash flows from finance leases ​ 2 ​ 23 Cash received from subleases ​ 10 ​ 34 ​ ​ 9. Accounts payable 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. ​ 16 Table of Contents 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 March 31, 2023 and 2022 was $ 53 thousand and $ 72 thousand, respectively. Interest expense related to these agreements for the six months ended March 31, 2023 and 2022 was $ 109 thousand and $ 146 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. ​ Below are details of the agreements with the vendors that contain imputed interest: ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ September 30, 2022 ​ (Amounts in thousands) Current $ 1,758 ​ $ 1,758 Less: discount ​ 146 ​ ​ 184 Accounts payable and accrued expenses $ 1,612 ​ $ 1,574 ​ ​ ​ ​ ​ ​ Noncurrent $ 2,975 ​ $ 3,186 Less: discount ​ 69 ​ ​ 138 Other noncurrent liabilities $ 2,906 ​ $ 3,048 ​ The Company had a total of approximately $ 7.3 million due (net of interest) to one of these vendors as of March 31, 2023. This is approximately 43 % 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. It was the same vendor as of March 31, 2023 and September 30, 2022 that only transacts with the U.S. division of the TS segment. 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. ​ 17 Table of Contents Interest expense related to the notes for the three months ended March 31, 2023 and 2022 was $ 6 thousand and $ 13 thousand, respectively. Interest expense related to the notes for the six months ended March 31, 2023 and 2022 was $ 11 thousand and $ 27 thousand, respectively. ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ September 30, 2022 ​ (Amounts in thousands) Current $ 449 ​ $ 449 Less: notes discount ​ 11 ​ 22 Notes payable - current portion $ 438 ​ $ 427 ​ ​ ​ ​ ​ ​ Noncurrent $ — ​ $ 449 Less: notes discount ​ — ​ — Notes payable - noncurrent portion $ — ​ $ 449 ​ As of March 31, 2023 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 March 31, 2023 and September 30, 2022, Company borrowings, all from the TS segment, under the inventory line of credit were $ 1.3 million and $ 3.1 million, respectively, and the Company was in compliance with all financial covenants. As of March 31, 2023 and September 30, 2022, this line of credit also includes availability of a limited cash withdrawal of up to $ 1.0 million. As of March 31, 2023 and September 30, 2022 there were no cash withdrawals outstanding. ​ 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. 18 Table of Contents The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2023 ​ 2022 ​ U.K. U.S. Total U.K. U.S. Total ​ ​ (Amounts in thousands) Pension: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ $ 105 ​ $ 3 ​ $ 108 ​ $ 67 ​ $ 3 ​ $ 70 Expected return on plan assets ​ ( 140 ) ​ — ​ ( 140 ) ​ ( 114 ) ​ — ​ ( 114 ) Amortization of past service costs ​ ​ 2 ​ ​ — ​ ​ 2 ​ ​ 2 ​ ​ — ​ ​ 2 Amortization of net (gain) loss ​ — ​ ( 1 ) ​ ( 1 ) ​ 24 ​ 1 ​ 25 Net periodic (benefit) cost ​ $ ( 33 ) ​ $ 2 ​ $ ( 31 ) ​ $ ( 21 ) ​ $ 4 ​ $ ( 17 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Post Retirement: ​ ​ ​ ​ ​ ​ Service cost ​ $ — ​ $ 6 ​ $ 6 ​ $ — ​ $ 11 ​ $ 11 Interest cost ​ — ​ 16 ​ 16 ​ — ​ 11 ​ 11 Amortization of net gain ​ — ​ ( 49 ) ​ ( 49 ) ​ — ​ ( 2 ) ​ ( 2 ) Net periodic (benefit) cost ​ $ — ​ $ ( 27 ) ​ $ ( 27 ) ​ $ — ​ $ 20 ​ $ 20 ​ ​ 19 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended March 31, ​ ​ 2023 ​ 2022 ​ U.K. U.S. Total U.K. U.S. Total ​ ​ (Amounts in thousands) Pension: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ $ 211 ​ $ 7 ​ $ 218 ​ $ 138 ​ $ 5 ​ $ 143 Expected return on plan assets ​ ( 282 ) ​ — ​ ( 282 ) ​ ( 236 ) ​ — ​ ( 236 ) Amortization of past service costs ​ ​ 4 ​ ​ — ​ ​ 4 ​ ​ 4 ​ ​ — ​ ​ 4 Amortization of net (gain) loss ​ — ​ ( 2 ) ​ ( 2 ) ​ 49 ​ 1 ​ 50 Net periodic (benefit) cost ​ $ ( 67 ) ​ $ 5 ​ $ ( 62 ) ​ $ ( 45 ) ​ $ 6 ​ $ ( 39 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Post Retirement: ​ ​ ​ ​ ​ ​ Service cost ​ $ — ​ $ 12 ​ $ 12 ​ $ — ​ $ 22 ​ $ 22 Interest cost ​ — ​ 31 ​ 31 ​ — ​ 23 ​ 23 Amortization of net gain ​ — ​ ( 98 ) ​ ( 98 ) ​ — ​ ( 4 ) ​ ( 4 ) Net periodic (benefit) cost ​ $ — ​ $ ( 55 ) ​ $ ( 55 ) ​ $ — ​ $ 41 ​ $ 41 ​ The fair value of the assets held by the U.K. pension plan by asset category are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Values as of ​ ​ March 31, 2023 ​ 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 ​ $ 619 ​ $ 619 ​ $ — ​ $ — ​ $ 200 ​ $ 200 ​ $ — ​ $ — Fixed income ​ ​ 9,431 ​ ​ 9,431 ​ ​ — ​ ​ — ​ ​ 1,801 ​ ​ 1,801 ​ ​ — ​ ​ — Equity ​ 882 ​ 266 ​ 616 ​ ​ — ​ 6,824 ​ 3,539 ​ 3,285 ​ ​ — Total plan assets ​ $ 10,932 ​ $ 10,316 ​ $ 616 ​ $ — ​ $ 8,825 ​ $ 5,540 ​ $ 3,285 ​ $ — ​ ​ 12. Income Taxes An income tax expense of $ 71 thousand was recorded for the three months ended March 31, 2023 compared to an income tax expense of $ 5 thousand in the same period in the prior year. An income tax expense of $ 204 thousand was recorded for the six months ended March 31, 2023 compared to an income tax expense of $ 17 thousand in the same period in the prior year. The income tax expense for the for the three and six months ended March 31, 2023 was primarily driven by minimum state tax expenses and the required capitalization of R&D expenses under IRC Section 174, partially offset by the use of federal NOL and R&D credits. The Company continues to maintain a full valuation allowance on our operations but will continue to evaluate this need going forward. The income tax expense for the three and six months ended March 31, 2022 was primarily driven by minimum state tax expenses due to the full valuation allowance in place during the period. 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 ended March 31, 2023 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ September 30, ​ 2023 2022 ​ ​ (Amounts in thousands) Cumulative effect of foreign currency translation, net ​ $ ( 4,949 ) ​ $ ( 5,791 ) Cumulative unrealized loss on pension liability ​ ( 1,537 ) ​ ( 1,537 ) Accumulated other comprehensive loss, net ​ $ ( 6,486 ) ​ $ ( 7,328 ) ​ ​ 20 Table of Contents 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 March 31, 2023 or September 30, 2022. ​ 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, 2023 ​ ​ 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 $ 13,312 ​ $ 13,312 ​ $ 23,982 ​ $ 23,982 ​ 1 ​ Condensed Consolidated Balance Sheets Accounts and long-term receivable* ​ 15,442 ​ ​ 15,442 ​ ​ 16,328 ​ ​ 16,328 ​ 3 ​ Note 6 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses and other long-term liabilities* ​ 4,518 ​ ​ 4,518 ​ ​ 4,622 ​ ​ 4,622 ​ 3 ​ Note 9 Line of Credit ​ 1,338 ​ ​ 1,338 ​ ​ 3,124 ​ ​ 3,124 ​ 2 ​ Note 10 Notes payable ​ 438 ​ ​ 438 ​ ​ 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. 21 Table of Contents ​ 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 31, 2023 and September 30, 2022. ​ 15. Segment Information The following tables present certain operating segment information for the three and six months ended March 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended March 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 972 ​ $ 175 ​ $ 7,841 ​ $ 8,016 ​ $ 8,988 Service ​ 504 ​ 92 ​ 3,685 ​ 3,777 ​ 4,281 Total sales ​ $ 1,476 ​ $ 267 ​ $ 11,526 ​ $ 11,793 ​ $ 13,269 Operating (loss) income ​ $ ( 693 ) ​ $ ( 10 ) ​ $ 940 ​ $ 930 ​ $ 237 Interest expense ​ $ ( 3 ) ​ $ — ​ $ ( 59 ) ​ $ ( 59 ) ​ $ ( 62 ) Interest income ​ $ 7 ​ $ 44 ​ $ 274 ​ $ 318 ​ $ 325 Total assets ​ $ 8,695 ​ $ 6,930 ​ $ 50,399 ​ $ 57,329 ​ $ 66,024 Capital expenditures ​ $ 24 ​ $ — ​ $ 113 ​ $ 113 ​ $ 137 Depreciation and amortization ​ $ 27 ​ $ — ​ $ 61 ​ $ 61 ​ $ 88 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Operating (loss) income ​ $ ( 1,102 ) ​ $ ( 36 ) ​ $ 1,114 ​ $ 1,078 ​ $ ( 24 ) Interest expense ​ $ ( 14 ) ​ $ — ​ $ ( 87 ) ​ $ ( 87 ) ​ $ ( 101 ) Interest income ​ $ 1 ​ $ 4 ​ $ 121 ​ $ 125 ​ $ 126 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 ​ 22 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Six months ended March 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 3,134 ​ $ 366 ​ $ 19,709 ​ $ 20,075 ​ $ 23,209 Service ​ 831 ​ 179 ​ 7,394 ​ 7,573 ​ 8,404 Total sales ​ $ 3,965 ​ $ 545 ​ $ 27,103 ​ $ 27,648 ​ $ 31,613 Operating (loss) income ​ $ ( 791 ) ​ $ 4 ​ $ 2,388 ​ $ 2,392 ​ $ 1,601 Interest expense ​ $ ( 6 ) ​ $ — ​ $ ( 120 ) ​ $ ( 120 ) ​ $ ( 126 ) Interest income ​ $ 8 ​ $ 79 ​ $ 499 ​ $ 578 ​ $ 586 Total assets ​ $ 8,695 ​ $ 6,930 ​ $ 50,399 ​ $ 57,329 ​ $ 66,024 Capital expenditures ​ $ 40 ​ $ — ​ $ 141 ​ $ 141 ​ $ 181 Depreciation and amortization ​ $ 56 ​ $ — ​ $ 122 ​ $ 122 ​ $ 178 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Operating (loss) income ​ $ ( 2,107 ) ​ $ ( 91 ) ​ $ 1,778 ​ $ 1,687 ​ $ ( 420 ) Interest expense ​ $ ( 31 ) ​ $ — ​ $ ( 175 ) ​ $ ( 175 ) ​ $ ( 206 ) Interest income ​ $ 1 ​ $ 11 ​ $ 259 ​ $ 270 ​ $ 271 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 ​ Operating income (loss) 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 tax 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 income from money market accounts in fiscal year 2023 year as interest rates have increased significantly, and interest expense primarily from multi-year agreements with vendors (see Note 9, “Accounts payable and other noncurrent liabilities”). 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 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ Six months ended March 31, ​ ​ ​ 2023 ​ ​ 2022 ​ ​ 2023 ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) ​ ​ (in millions) ​ ​ ​ Customer ​ % of Total ​ ​ Customer ​ % of Total ​ ​ Customer ​ % of Total ​ ​ Customer ​ % of Total ​ ​ Revenues Revenues ​ Revenues Revenues ​ Revenues Revenues ​ Revenues Revenues ​ ​ (Amounts in millions) ​ Customer A ​ $ 0.1 ​ 1 % ​ $ 2.4 ​ 20 % ​ $ 2.3 ​ 7 % ​ $ 4.3 ​ 18 % Customer B ​ $ 1.3 ​ 10 % ​ $ 0.6 ​ 5 % ​ $ 1.8 ​ 6 % ​ $ 0.7 ​ 3 % ​ One customer, not listed above, had a balance of $ 14.1 million, or 49 %, of total consolidated accounts receivable and long-term receivable as of March 31, 2023 and a balance of $ 15.8 million, or 52 %, of total consolidated accounts 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 31, 2023. 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 31, 2023. ​ 23 Table of Contents 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. On February 8, 2023, the Company’s board of directors declared a cash dividend of $ 0.03 per share which was paid on March 14, 2023 to shareholders of record as of February 24, 2023, the record date. ​ ​ 24 Table of Contents ​