CSP INC /MA/ 10-Q

Item 1. Financial Statements CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ 2024 2024 ​ (unaudited) ​ ​ ​ ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 30,654 ​ $ 30,585 Accounts receivable, net of allowances of $ 153 and $ 147 14,888 ​ 14,494 Financing receivables, net of allowances of $ 8 and $ 12 2,478 ​ 4,384 Inventories 1,955 ​ 2,293 Other current assets 2,215 ​ 3,093 Total current assets 52,190 ​ 54,849 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, equipment and improvements, net 414 ​ 429 Operating lease right-of-use assets ​ 363 ​ ​ 489 Intangibles, net 48 ​ 50 Financing receivables due after one year, net of allowances of $ 27 and $ 25 ​ 2,641 ​ 2,922 Deferred income taxes, net 3,323 ​ 2,734 Cash surrender value of life insurance 5,623 ​ 5,589 Pension benefits assets ​ 2,750 ​ ​ 2,201 Other assets 171 ​ 173 Total assets $ 67,523 ​ $ 69,436 ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ Current liabilities: ​ Accounts payable and accrued expenses $ 10,636 ​ $ 12,084 Line of credit ​ 2,581 ​ ​ 4,169 Deferred revenue and contract liabilities 2,617 ​ 2,171 Pension and retirement plans 76 ​ 76 Income taxes payable 648 ​ 182 Total current liabilities 16,558 ​ 18,682 Pension and retirement plans 1,290 ​ 1,306 Operating lease liabilities - noncurrent portion ​ 80 ​ ​ 117 Income taxes payable 456 ​ 447 Other noncurrent liabilities 1,683 ​ 1,614 Total liabilities 20,067 ​ 22,166 ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ Common stock, $ .01 par value per share; authorized, 20,000 shares; issued and outstanding 9,880 and 9,776 shares, respectively 98 ​ 98 Additional paid-in capital 23,196 ​ 22,689 Retained earnings 30,023 ​ 29,848 Accumulated other comprehensive loss ( 5,861 ) ​ ( 5,365 ) Total shareholders’ equity 47,456 ​ 47,270 Total liabilities and shareholders’ equity $ 67,523 ​ $ 69,436 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ Sales: ​ ​ ​ Product ​ $ 11,015 ​ $ 11,407 ​ Services ​ 4,655 ​ 3,968 ​ Total sales ​ 15,670 ​ 15,375 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales: ​ ​ ​ Product ​ 9,119 ​ 9,228 ​ Services ​ 1,987 ​ 2,052 ​ Total cost of sales ​ 11,106 ​ 11,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 4,564 ​ 4,095 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Engineering and development ​ 786 ​ 700 ​ Selling, general and administrative ​ 4,132 ​ 3,738 ​ Total operating expenses ​ 4,918 ​ 4,438 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss ​ ( 354 ) ​ ( 343 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ Foreign exchange gain (loss) ​ 295 ​ ( 174 ) ​ Interest expense ​ ( 77 ) ​ ( 49 ) ​ Interest income ​ 489 ​ 496 ​ Other income, net ​ 4 ​ 10 ​ Total other income, net ​ 711 ​ 283 ​ Income (loss) before income taxes ​ ​ 357 ​ ( 60 ) ​ Income tax (benefit) expense ​ ​ ( 115 ) ​ 13 ​ Net income (loss) ​ $ 472 ​ $ ( 73 ) ​ Net income (loss) attributable to common shareholders ​ $ 438 ​ $ ( 73 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - basic ​ $ 0.05 ​ $ ( 0.01 ) ​ Weighted average common shares outstanding - basic ​ 9,124 ​ 8,864 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - diluted ​ $ 0.05 ​ $ ( 0.01 ) ​ Weighted average common shares outstanding - diluted ​ ​ 9,619 ​ ​ 8,864 ​ ​ 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 ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ Net income (loss) ​ $ 472 $ ( 73 ) ​ Foreign currency translation (loss) gain adjustments, net of tax effect ​ ( 496 ) ​ 307 ​ Total comprehensive (loss) income ​ $ ( 24 ) $ 234 ​ ​ 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 December 31, 2024 and 2023: (Amounts in thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Retained ​ comprehensive ​ Shareholders’ Three months ended December 31, 2024: Shares Amount Capital Earnings loss Equity Balance as of September 30, 2024 9,776 ​ $ 98 ​ $ 22,689 ​ $ 29,848 ​ $ ( 5,365 ) ​ $ 47,270 Net income — ​ — ​ — ​ 472 ​ — ​ 472 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ — ​ ( 496 ) ​ ( 496 ) Stock-based compensation — ​ ​ — ​ ​ 507 ​ ​ — ​ — ​ 507 Restricted stock issuance 104 ​ ​ — ​ ​ — ​ ​ — ​ — ​ — Cash dividends declared on common stock ($ 0.03 per share) — ​ ​ — ​ ​ — ​ ​ ( 297 ) ​ — ​ ( 297 ) Balance as of December 31, 2024 9,880 ​ $ 98 ​ $ 23,196 ​ $ 30,023 ​ $ ( 5,861 ) ​ $ 47,456 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Retained ​ comprehensive ​ Shareholders’ Three months ended December 31, 2023: Shares Amount Capital Earnings loss Equity Balance as of September 30, 2023 9,456 ​ $ 94 ​ $ 20,837 ​ $ 31,311 ​ $ ( 6,094 ) ​ $ 46,148 Adoption of Accounting Standards Update 2016-13 ​ — ​ ​ — ​ ​ — ​ ​ ( 15 ) ​ ​ — ​ ​ ( 15 ) Net loss — ​ — ​ — ​ ( 73 ) ​ — ​ ( 73 ) Other comprehensive income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 307 ​ 307 Stock-based compensation — ​ ​ — ​ ​ 296 ​ ​ — ​ ​ — ​ 296 Cash dividends declared on common stock ($ 0.02 per share) — ​ ​ — ​ ​ — ​ ​ ( 189 ) ​ ​ — ​ ( 189 ) Balance as of December 31, 2023 9,456 ​ $ 94 ​ $ 21,133 ​ $ 31,034 ​ $ ( 5,787 ) ​ $ 46,474 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 6 Table of Contents CSP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ December 31, ​ December 31, ​ 2024 2023 Operating activities ​ ​ Net income (loss) ​ $ 472 ​ $ ( 73 ) ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ Depreciation ​ 61 ​ 76 Amortization of intangibles ​ 2 ​ 3 Loss on disposal of fixed assets, net ​ ​ 1 ​ ​ — Foreign exchange (gain) loss ​ ( 295 ) ​ 174 Provision for credit losses - financing receivables ​ ( 2 ) ​ ( 5 ) Provision for credit losses - accounts receivable ​ ​ 6 ​ ​ 28 Provision for obsolete inventory ​ — ​ 32 Amortization of lease right-of-use assets ​ ​ 134 ​ ​ 121 Stock-based compensation expense on restricted stock awards ​ 507 ​ 296 Deferred income taxes ​ ( 589 ) ​ — Increase in cash surrender value of life insurance ​ ( 34 ) ​ ( 34 ) ​ ​ ​ ​ ​ ​ ​ Changes in operating assets and liabilities: ​ ​ Accounts receivable ​ ( 439 ) ​ 1,283 Financing receivables ​ ​ 2,190 ​ ​ 1,375 Inventories ​ 334 ​ ( 4,448 ) Refundable income taxes ​ ( 11 ) ​ — Other assets ​ ​ 869 ​ ​ 659 Accounts payable and accrued expenses ​ ( 1,616 ) ​ 2,947 Operating lease liabilities ​ ​ ( 130 ) ​ ​ ( 123 ) Deferred revenue and contract liabilities ​ 446 ​ ( 645 ) Pension and retirement plans liabilities ​ ( 720 ) ​ ( 32 ) Income taxes payable ​ 485 ​ 13 Other noncurrent liabilities ​ 70 ​ 26 Net cash provided by operating activities ​ 1,741 ​ 1,673 ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ Additions of intangible assets ​ ​ — ​ ​ ( 6 ) Purchases of property, equipment and improvements ​ ( 47 ) ​ ( 120 ) Net cash used in investing activities ​ ( 47 ) ​ ( 126 ) ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ Net borrowing under line-of-credit agreement ​ ​ ( 1,587 ) ​ ​ ( 755 ) Repayments on note payable ​ ​ — ​ ​ ( 427 ) Net cash used in financing activities ​ ( 1,587 ) ​ ( 1,182 ) Effects of exchange rate on cash, net ​ ( 38 ) ​ 29 Net increase in cash and cash equivalents ​ 69 ​ 394 Cash and cash equivalents beginning of period ​ ​ 30,585 ​ 25,217 Cash and cash equivalents end of period ​ $ 30,654 ​ $ 25,611 ​ ​ ​ ​ ​ ​ ​ Supplementary cash flow information: ​ ​ Cash paid for interest ​ $ 22 ​ $ 21 ​ ​ ​ ​ ​ ​ ​ Supplementary non-cash financing activities: ​ ​ ​ ​ ​ ​ 7 Table of Contents Dividend declared during period ​ $ 297 ​ $ 189 Customer financing for inventory sold (see Note 5 Financing receivables, net for details) ​ $ 123 ​ $ 1,657 Vendor financing for inventory purchased (see Note 8 Accounts payable and accrued expenses, and Other noncurrent liabilities for details) ​ $ 111 ​ $ — ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8 Table of Contents CSP INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ 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. Summary of Significant Accounting Policies 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, 2024. The significant accounting policies and estimates used in preparing these Condensed Consolidated Financial Statements were applied on a basis consistent with those reflected in the September 30, 2024 Consolidated Financial Statements. ​ Significant Accounting Policies There have been no significant changes to the Company's significant accounting policies described in PART II, Item 8, Note 1, "Summary of Significant Accounting Policies", of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Accounting Pronouncement Not Yet Adopted as of December 31, 2024 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact this ASU will have on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires expanded disclosures in the notes to the financial statements about certain costs and expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. 9 Table of Contents ​ 2 . 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 with the exception of the Company’s own software ARIA Advanced Threat Detection and Response (“ADR”), which is recognized evenly over time that includes the contract term. 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 the 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. 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 ARIA product lines, integrated hardware and software, maintenance, and other services through the Myricom, and Multicomputer. ARIA ADR revenue is derived from sale of software and hardware. There is one performance obligation in an ARIA ADR sale as the software and hardware are combined because they are inputs in the contract to deliver an output of threat protection. This combined performance obligation is recognized evenly over the contract term. The transaction price is fixed consideration. ARIA Zero Trust Gateway (“AZT”) revenue contains two performance obligations: a perpetual software license and post-contract customer support (“PCS”). The transaction price is fixed consideration and allocated based on relative 10 Table of Contents stand-alone selling price. The software license has a large majority of transaction price allocated to it. Software license revenue is recognized at a point in time, generally when the license is made available to the customer. PCS revenue is recognized ratably over the contractual period of generally one year. The PCS can be renewed and is sold on a standalone basis after the initial contract term expires. 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 PCS. PCS 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. See disaggregated revenues below by products/services and divisions/segments. See disaggregated revenues below by division. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended December 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 82 ​ $ 133 ​ $ 10,798 ​ $ 10,931 ​ $ 11,013 Service ​ ​ 348 ​ ​ 47 ​ ​ 4,260 ​ ​ 4,307 ​ ​ 4,655 Finance * ​ ​ — ​ ​ — ​ ​ 2 ​ ​ 2 ​ ​ 2 Total sales ​ $ 430 ​ $ 180 ​ $ 15,060 ​ $ 15,240 ​ $ 15,670 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended December 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 472 ​ $ 312 ​ $ 10,622 ​ $ 10,934 ​ $ 11,406 Service ​ ​ 240 ​ ​ 69 ​ ​ 3,659 ​ ​ 3,728 ​ ​ 3,968 Finance * ​ ​ — ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ 1 Total sales ​ $ 712 ​ $ 381 ​ $ 14,282 ​ $ 14,663 ​ $ 15,375 ​ * Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606). ​ ​ ​ ​ ​ ​ 11 Table of Contents See details of timing of revenue recognition, whether CSPi acted as the principal or agent, and geography below. Geographic areas are based on which the products were shipped or services rendered. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended December 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where CSPi is principal ​ $ 82 ​ $ 133 ​ $ 10,915 ​ $ 11,048 ​ $ 11,130 Transferred at a point in time where CSPi is agent ​ — ​ — ​ 1,804 ​ 1,804 ​ 1,804 Transferred over time where CSPi is principal ​ ​ 348 ​ ​ 47 ​ ​ 2,341 ​ ​ 2,388 ​ ​ 2,736 Total Revenue ​ $ 430 ​ $ 180 ​ $ 15,060 ​ $ 15,240 ​ $ 15,670 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 422 ​ $ 72 ​ $ 14,743 ​ $ 14,815 ​ $ 15,237 Americas (excluding United States) ​ ​ 3 ​ ​ — ​ ​ 244 ​ ​ 244 ​ ​ 247 Europe ​ ​ — ​ ​ 108 ​ ​ 73 ​ ​ 181 ​ ​ 181 Asia-Pacific ​ ​ 5 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5 Total Revenue ​ $ 430 ​ $ 180 ​ $ 15,060 ​ $ 15,240 ​ $ 15,670 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transferred at a point in time where CSPi is principal ​ $ 503 ​ $ 312 ​ $ 10,775 ​ $ 11,087 ​ $ 11,590 Transferred at a point in time where CSPi is agent ​ — ​ 4 ​ 1,195 ​ 1,199 ​ 1,199 Transferred over time where CSPi is principal ​ ​ 209 ​ ​ 65 ​ ​ 2,312 ​ ​ 2,377 ​ ​ 2,586 Total Revenue ​ $ 712 ​ $ 381 ​ $ 14,282 ​ $ 14,663 ​ $ 15,375 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 693 ​ $ — ​ $ 13,250 ​ $ 13,250 ​ $ 13,943 Americas (excluding United States) ​ ​ — ​ ​ 25 ​ ​ 584 ​ ​ 609 ​ 609 Europe ​ ​ 1 ​ ​ 356 ​ ​ 94 ​ ​ 450 ​ ​ 451 Asia-Pacific ​ ​ 18 ​ ​ — ​ ​ 354 ​ ​ 354 ​ ​ 372 Total Revenue ​ $ 712 ​ $ 381 ​ $ 14,282 ​ $ 14,663 ​ $ 15,375 ​ In the TS US division, financing of goods and services is offered to certain customers. This involves amounts due reflecting sales whose payment terms exceed one year. See Note 5 Financing Receivables, net for more details. Revenue from these agreements in the three months ended December 31, 2024 was $ 23 thousand and CSPi acted as the agent. Revenue from these agreements in the three months ended December 31, 2023 was $ 1.4 million, which nearly all of the revenue was with CSPi acting as the principal. 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 $ 0.7 million and $ 1.7 million as of December 31, 2024 and September 30, 2024, respectively. Current contract assets were $ 0.9 million as of September 30, 2023. 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, 2024 and September 30, 2024. There were no noncurrent contract assets as of September 30, 2023. The difference in the balances is due to regular timing differences between when work is performed and having an unconditional right to payment. 12 Table of Contents Contract liabilities arise when payment is received before we transfer a good or service to the customer. Current contract liabilities were $ 2.6 million and $ 2.2 million as of December 31, 2024 and September 30, 2024, respectively. Current contract liabilities were $ 1.9 million as of September 30, 2023. 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 December 31, 2024 and September 30, 2024, respectively. There were no long-term contract liabilities as of September 30, 2023. Revenue recognized for the three months ended December 31, 2024 that was included in contract liabilities as of September 30, 2024 was $ 0.7 million. Revenue recognized for the three months ended December 31, 2023 that was included in contract liabilities as of September 30, 2023 was $ 0.9 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. Current capitalized contract costs are within the other current assets on the condensed consolidated balance sheets as of December 31, 2024 and September 30, 2024. The portion of current capitalized costs were $ 73 thousand and $ 177 thousand as of December 31, 2024 and September 30, 2024, respectively. There are no noncurrent capitalized costs on the condensed consolidated balance sheets. The amount of incremental costs amortized for the three months ended December 31, 2024 and 2023 were $ 104 thousand and $ 108 thousand, respectively. This is recorded in Selling, general, and administrative expenses. There was no impairment related to incremental costs capitalized during the three months ended December 31, 2024 and 2023. 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 for less than one year. There are certain contracts that contain a financing component. See Note 5 Financing receivables 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 number 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, 2024 is set forth in the table below: ​ ​ ​ ​ ​ Fiscal Year (Amounts in thousands) 2025 (remaining 9 months ) ​ $ 959 2026 ​ ​ 999 2027 ​ ​ 892 2028 ​ ​ 888 2029 ​ ​ 222 ​ ​ $ 3,960 ​ ​ 3 . Earnings Per Share of Common Stock Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per 13 Table of Contents share includes the dilutive effect of restricted stock, if any, calculated using the treasury stock method. For unvested restricted stock, assumed proceeds under the treasury stock method would include unamortized compensation cost. 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. A net loss is not allocated to these participating securities as there are no contractual obligations that require participation in the Company’s losses. 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, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ 472 $ ( 73 ) Less: net income attributable to nonvested common stock ​ ( 34 ) ​ — Net income (loss) attributable to common shareholders ​ $ 438 $ ( 73 ) ​ ​ ​ ​ ​ ​ ​ Weighted average total shares outstanding - basic ​ ​ 9,828 ​ ​ 8,864 Less: weighted average non–vested shares outstanding ​ ​ ( 704 ) ​ ​ — Weighted average number of common shares outstanding - basic ​ ​ 9,124 ​ 8,864 Add: potential common shares from non-vested stock awards ​ ​ 495 ​ — Weighted average common shares outstanding - diluted ​ $ 9,619 ​ 8,864 ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - basic ​ $ 0.05 ​ $ ( 0.01 ) Net income (loss) per common share - diluted ​ $ 0.05 ​ $ ( 0.01 ) ​ Anti-dilutive securities include restricted stock, which are excluded from the diluted income (loss) per common share computation. Non-vested restricted stock awards of 207 thousand were excluded from the diluted loss per common share calculation for the three months ended December 31, 2023 because there was a net loss for this period and their inclusion would have been anti-dilutive. ​ 4 . Accounts receivable, net The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, management’s assessment of current conditions and reasonable and supportable expectation of future conditions as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible including reviewing the current receivables aging. This results in a general reserve and a specific reserve. The Company assesses collectability by pooling receivables where similar characteristics exist and evaluates receivables individually when specific customer balances no longer share those risk characteristics and are considered at risk or uncollectible. The expense associated with the allowance for expected credit losses is recognized in Selling, general, and administrative expenses in the Consolidated Statements of Operations. 14 Table of Contents The following table presents the components of the Company’s accounts receivable for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ (Amounts in thousands) Allowance for credit losses for accounts receivable: ​ ​ ​ ​ ​ ​ Balances at beginning of the period ​ $ 147 ​ $ 100 Adjustment for adoption of new CECL standard ​ ​ - ​ ​ ( 67 ) Provision for credit losses ​ ​ 6 ​ ​ 28 Balances at end of the period ​ $ 153 ​ $ 61 ​ ​ 5 . Financing receivables, net In the TS U.S. division, financing of goods and services is offered to certain customers. This involves amounts due reflecting sales whose payment terms exceed one year. This financing is separate from agreements with a leasing component, see Note 7 Leases for financing through leases. Determining whether to offer financing involves looking at the customer’s payment history, economic conditions, and capacity to pay. The Company assigns an internal risk rating to each customer at inception, which groups customers into a portfolio based off this risk rating. A risk rating is assigned by analyzing a customer’s financial statements and the latest Fitch rating if publicly available as well as recent payment activity. The credit quality of customers is continually monitored by these items. Accounts rated low risk have the equivalent of a Fitch rating of BBB– or higher, moderate risk accounts have the equivalent of BB, and high risk accounts have the equivalent of B. The risk characteristics of each customer are consistent with the Fitch rating or equivalent, which are defined by Fitch as the following: 'BBB' ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. ’BB' ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. Financing receivables, net carry an average weighted interest rate of 9.6 %, which reflects the approximate interest rate consistent with a separate financing transaction with the customer 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, 2024 and 2023 was $ 141 thousand and $ 193 thousand, respectively. Interest income from these agreements is recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations. ​ ​ ​ 15 Table of Contents The following table presents the components of the Company’s Financing receivables, net segregated by portfolio (risk rating) for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ As of September 30, 2024 ​ ​ Risk Rating ​ ​ ​ ​ Risk Rating ​ ​ ​ ​ ​ ​ Low ​ ​ Moderate ​ ​ High ​ ​ Total ​ ​ Low ​ ​ Moderate ​ ​ High ​ ​ Total ​ ​ (Amounts in thousands) Financing receivables, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing receivables, gross ​ $ 4,794 ​ $ 780 ​ $ 140 ​ $ 5,714 ​ $ 7,153 ​ $ 874 ​ $ - ​ $ 8,027 Unearned interest income ​ ​ ( 480 ) ​ ​ ( 66 ) ​ ​ ( 14 ) ​ ​ ( 560 ) ​ ​ ( 599 ) ​ ​ ( 85 ) ​ ​ - ​ ​ ( 684 ) Allowance for credit losses ​ ​ ( 21 ) ​ ​ ( 8 ) ​ ​ ( 6 ) ​ ​ ( 35 ) ​ ​ ( 27 ) ​ ​ ( 10 ) ​ ​ - ​ ​ ( 37 ) Financing receivables, net ​ $ 4,293 ​ $ 706 ​ $ 120 ​ $ 5,119 ​ $ 6,527 ​ $ 779 ​ $ - ​ $ 7,306 Short-term ​ $ 2,017 ​ $ 424 ​ $ 37 ​ $ 2,478 ​ $ 4,013 ​ $ 371 ​ $ - ​ $ 4,384 Long-term ​ $ 2,276 ​ $ 282 ​ $ 83 ​ $ 2,641 ​ $ 2,514 ​ $ 408 ​ $ - ​ $ 2,922 ​ The following table presents the changes in Allowance for credit losses for Financing receivables, net for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ Risk Rating ​ ​ ​ ​ Risk Rating ​ ​ ​ ​ ​ ​ ​ Low Moderate High ​ Total Low Moderate ​ High Total ​ ​ (Amounts in thousands) Allowance for credit losses for financing receivables: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances at beginning of the period ​ $ 27 ​ ​ 10 ​ ​ - ​ $ 37 ​ $ - ​ $ - ​ $ - ​ $ - Adjustment for adoption of new accounting standard ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 27 ​ ​ 55 ​ ​ - ​ ​ 82 (Credit) provision charged to Consolidated Statements of Operations ​ ​ ( 6 ) ​ ​ ( 2 ) ​ ​ 6 ​ ​ ( 2 ) ​ ​ ( 11 ) ​ ​ 6 ​ ​ - ​ ​ ( 5 ) Balances at end of the period ​ $ 21 ​ $ 8 ​ $ 6 ​ $ 35 ​ $ 16 ​ $ 61 ​ $ - ​ $ 77 ​ The Company recognizes an allowance for credit losses for financing receivables in an amount equal to the probable losses net of recoveries. A probability method for calculating credit losses is used based on historical data of defaults of Fitch ratings and length of time. Various factors are also assessed in the allowance for credit losses including internal historical data as well as macroeconomic forecast assumptions and management judgments applicable to and through the expected life of the portfolios. Macroeconomic conditions include the level of gross domestic product (“GDP”) growth and unemployment rates, which directly correlate with our historical credit losses. The expense associated with the allowance for expected credit losses is recognized in Selling, general, and administrative expenses in the Consolidated Statements of Operations. Financing 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. There were no financing receivables placed on non-accrual status as of December 31, 2024 or September 30, 2024. ​ 16 Table of Contents The following table presents Financing receivables, gross, including accrued interest, by credit quality indicator segregated by risk rating and year of origination as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Fiscal year of origination ​ ​ ​ Risk Rating 2025 2024 2023 2021 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 140 ​ $ — ​ $ — ​ $ — ​ $ 140 Moderate ​ — ​ ​ 495 ​ ​ 285 ​ ​ — ​ $ 780 Low — ​ ​ 2,600 ​ ​ 1,884 ​ ​ 310 ​ ​ 4,794 Total $ 140 ​ $ 3,095 ​ $ 2,169 ​ $ 310 ​ $ 5,714 ​ Contractual maturities of outstanding financing receivables are as follows: ​ ​ ​ ​ ​ Fiscal year ending September 30: (Amounts in thousands) 2025 ​ $ 2,418 2026 ​ ​ 2,384 2027 ​ ​ 854 2028 ​ ​ 58 Total payments ​ $ 5,714 Less: unearned interest income ​ ​ ( 560 ) Less: allowance for credit losses ​ ​ ( 35 ) Total, net of unearned interest income and allowance for credit losses ​ $ 5,119 ​ ​ 6 . Inventories Inventories consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ 2024 2024 ​ ​ (Amounts in thousands) Raw materials ​ $ 75 ​ $ 77 Work-in-process ​ 408 ​ ​ 315 Finished goods ​ 1,472 ​ ​ 1,901 Total ​ $ 1,955 ​ $ 2,293 ​ ​ 17 Table of Contents 7 . Leases Information related to both lessee and lessor The components of lease costs for the three months ended December 31, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Consolidated Statements of Operations Location ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ (Amounts in thousands) Finance Lease: ​ ​ ​ ​ ​ ​ ​ Operating Lease: ​ ​ ​ ​ ​ Operating lease cost Selling, general, and administrative ​ ​ 139 ​ ​ 132 Short-term lease cost Selling, general, and administrative ​ ​ 9 ​ ​ 9 Total lease costs ​ ​ $ 148 ​ $ 141 Less sublease interest income Revenue ​ ​ ( 1 ) ​ ​ — Total lease costs, net of sublease interest income ​ ​ $ 147 ​ $ 141 ​ Supplemental cash flow information related to leases for three months ended December 31, 2024 and 2023 is below: ​ ​ ​ ​ ​ ​ ​ Three months ended ​ December 31, 2024 December 31, 2023 ​ (Amounts in thousands) Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ Operating cash flows paid for operating leases $ 142 $ 134 Operating cash flows paid for short-term leases ​ 9 ​ 9 Cash received from subleases ​ ( 4 ) ​ ( 5 ) ​ ​ 8 . Accounts payable and accrued expenses, and Other noncurrent liabilities The TS US division enters into certain multi-year agreements with vendors when also entering into some of the multi-year financing contracts the Company enters into with customers. See Note 5 Financing receivables, net 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 average imputed interest rate for the agreements was determined to be 8.0 % as of December 31, 2024. 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, 2024 and 2023 was $ 75 thousand and $ 45 thousand, respectively. The increase was due to several agreements entered into in fiscal year 2024 and one in fiscal year 2025, partially offset with payments made on agreements made prior to these fiscal years. 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 9 Line of Credit for amounts due to financial institutions for borrowings. 18 Table of Contents Below are details of the agreements with the vendors that contain imputed interest: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ September 30, 2024 ​ (Amounts in thousands) Current $ 2,627 ​ $ 2,553 Less: discount ​ ( 211 ) ​ ​ ( 244 ) Accounts payable and accrued expenses $ 2,416 ​ $ 2,309 ​ ​ ​ ​ ​ ​ Noncurrent $ 1,714 ​ $ 1,677 Less: discount ​ ( 115 ) ​ ​ ( 146 ) Other noncurrent liabilities $ 1,599 ​ $ 1,531 ​ 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. ​ 9. Line of Credit As of December 31, 2024 and September 30, 2024, 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, 2024 and September 30, 2024, Company borrowings, all from the TS segment, under the inventory line of credit were $ 2.6 million and $ 4.2 million, respectively, and the Company was in compliance with all financial covenants. As of December 31, 2024 and September 30, 2024, this line of credit also includes availability of a limited cash withdrawal of up to $ 1.0 million. As of December 31, 2024 and September 30, 2024 there were no cash withdrawals outstanding. 10. 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 pension plan with plan assets. In October 2024 in connection with the planned termination of our defined benefit pension plan in the U.K. we entered into a buy-in bulk annuity insurance policy in exchange for a premium payment of 8.9 million Great British Pounds (equivalent to approximately $ 11.2 million as of December 31, 2024), which is subject to adjustment as a result of subsequent data cleansing activities. Under the terms of this buy-in insurance policy, the insurer is liable to pay the benefits of the plan, but the Company still retains full legal responsibility to pay the benefits to members using the insurance payments. The buy-in policy will be treated as a plan asset going forward until the buy-in policy is converted to a buy-out policy, which is when individual 19 Table of Contents insurance policies will be assigned to each member of the plan and the Company will no longer have legal responsibility to pay the benefits to the members. In accordance with US GAAP the buy-in does not trigger a remeasurement at an interim period. Therefore, accounting entries to reflect this will be included in the Company’s Annual Report on Form 10-K for the year ending September 30, 2025. The buy-in policy will be treated as a plan asset going forward until such time as the buy-in policy is converted to a buy-out policy, which is when individual insurance policies will be assigned to each member of the plan and the Company will no longer have legal responsibility to pay the benefits to the members. The plan assets were converted to all cash during the first quarter of fiscal year 2025. The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ ​ 2024 ​ 2023 ​ U.K. U.S. Total U.K. U.S. Total ​ ​ (Amounts in thousands) Pension: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ $ 105 ​ $ 2 ​ $ 107 ​ $ 112 ​ $ 3 ​ $ 115 Expected return on plan assets ​ ( 122 ) ​ — ​ ( 122 ) ​ ( 150 ) ​ — ​ ( 150 ) Amortization of past service costs ​ ​ 2 ​ ​ — ​ ​ 2 ​ ​ 2 ​ ​ — ​ ​ 2 Amortization of net gain ​ — ​ ( 2 ) ​ ( 2 ) ​ — ​ ( 1 ) ​ ( 1 ) Net periodic (benefit) cost ​ $ ( 15 ) ​ $ — ​ $ ( 15 ) ​ $ ( 36 ) ​ $ 2 ​ $ ( 34 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Post Retirement: ​ ​ ​ ​ ​ ​ Service cost ​ $ — ​ $ 7 ​ $ 7 ​ $ — ​ $ 6 ​ $ 6 Interest cost ​ — ​ 15 ​ 15 ​ — ​ 16 ​ 16 Amortization of net gain ​ — ​ ( 30 ) ​ ( 30 ) ​ — ​ ( 43 ) ​ ( 43 ) Net periodic benefit ​ $ — ​ $ ( 8 ) ​ $ ( 8 ) ​ $ — ​ $ ( 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, 2024 ​ September 30, 2024 ​ ​ 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 ​ $ 11,592 ​ $ 11,592 ​ $ — ​ $ — ​ $ 65 ​ $ 65 ​ $ — ​ $ — Fixed income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,388 ​ ​ 8,714 ​ ​ 1,674 ​ ​ — Equity ​ — ​ — ​ ​ — ​ ​ — ​ 913 ​ 263 ​ ​ 650 ​ ​ — Total plan assets ​ $ 11,592 ​ $ 11,592 ​ $ — ​ $ — ​ $ 11,366 ​ $ 9,042 ​ $ 2,324 ​ $ — ​ ​ 11. Income Taxes An income tax benefit of $ 115 thousand was recorded for the three months ended December 31, 2024 compared to an income tax expense of $ 13 thousand in the same period of 2023. The difference between our effective income tax rate and the U.S. federal statutory rate are the impact of tax credits that we expect to be able to utilize against federal and state taxes and the change in valuation allowance maintained against certain state tax credits. The income tax expense for the three months ended December 31, 2023 was primary driven by income earned in the United States. ​ 20 Table of Contents 12. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ 2024 2024 ​ ​ (Amounts in thousands) Cumulative effect of foreign currency translation, net ​ $ ( 4,602 ) ​ $ ( 4,106 ) Cumulative unrealized loss on pension liability ​ ( 1,259 ) ​ ( 1,259 ) Accumulated other comprehensive loss, net ​ $ ( 5,861 ) ​ $ ( 5,365 ) ​ ​ 13. 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 10 Pension and retirement plans for pension plan assets) or non-recurring basis as of December 31, 2024 or September 30, 2024. 21 Table of Contents To estimate the 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, 2024 ​ ​ As of September 30, 2024 ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Fair Value ​ ​ Carrying Amount ​ ​ Fair Value ​ Fair Value Level ​ Reference ​ ​ (Amounts in thousands) ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 30,654 ​ $ 30,654 ​ $ 30,585 ​ $ 30,585 ​ 1 ​ Consolidated Balance Sheets Accounts receivable, net ​ 14,888 ​ ​ 14,888 ​ ​ 14,494 ​ ​ 14,494 ​ 2 ​ Note 4 Financing receivables, net* ​ 5,119 ​ ​ 5,119 ​ ​ 7,306 ​ ​ 7,306 ​ 3 ​ Note 5 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses and other long-term liabilities** ​ 4,015 ​ ​ 4,015 ​ ​ 3,840 ​ ​ 3,840 ​ 3 ​ Note 8 Line of Credit ​ 2,581 ​ ​ 2,581 ​ ​ 4,169 ​ ​ 4,169 ​ 2 ​ Note 9 *Original maturity over one year **Contains vendor financing agreements with original maturity over one year ​ Cash and cash equivalents Carrying amount approximated fair value. ​ Accounts receivable and Accounts payable and accrued expenses with original maturity of less than one year Fair value was not materially different from their carrying values as of September 30, 2024, and 2023 ​ Financing receivables, net Fair value was estimated by discounting future cash flows based on the current rate with similar terms. ​ Vendor financing agreements within Accounts payable and accrued expenses and other long-term liabilities 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. ​ ​ 22 Table of Contents 14. Segment Information The following tables present certain operating segment information for the three months ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology Solutions Segment ​ ​ ​ ​ ​ High ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ United ​ ​ ​ ​ ​ ​ ​ Consolidated Three months ended December 31, Segment Kingdom U.S. Total Total ​ ​ (Amounts in thousands) 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 82 ​ $ 133 ​ $ 10,800 ​ $ 10,933 ​ $ 11,015 Service ​ 348 ​ 47 ​ 4,260 ​ 4,307 ​ 4,655 Total sales ​ $ 430 ​ $ 180 ​ $ 15,060 ​ $ 15,240 ​ $ 15,670 Operating (loss) income ​ $ ( 1,673 ) ​ $ ( 95 ) ​ $ 1,414 ​ $ 1,319 ​ $ ( 354 ) Stock compensation expense ​ $ ( 273 ) ​ $ — ​ $ ( 234 ) ​ $ ( 234 ) ​ $ ( 507 ) Interest expense ​ $ ( 2 ) ​ $ — ​ $ ( 75 ) ​ $ ( 75 ) ​ $ ( 77 ) Interest income ​ $ 1 ​ $ 49 ​ $ 439 ​ $ 488 ​ $ 489 Total assets ​ $ 9,903 ​ $ 7,573 ​ $ 50,047 ​ $ 57,620 ​ $ 67,523 Capital expenditures ​ $ ( 1 ) ​ $ — ​ $ ( 46 ) ​ $ ( 46 ) ​ $ ( 47 ) Depreciation and amortization ​ $ ( 20 ) ​ $ — ​ $ ( 43 ) ​ $ ( 43 ) ​ $ ( 63 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ Sales: ​ ​ ​ ​ ​ Product ​ $ 472 ​ $ 312 ​ $ 10,623 ​ $ 10,935 ​ $ 11,407 Service ​ 240 ​ 69 ​ 3,659 ​ 3,728 ​ 3,968 Total sales ​ $ 712 ​ $ 381 ​ $ 14,282 ​ $ 14,663 ​ $ 15,375 Operating (loss) income ​ $ ( 1,345 ) ​ $ 3 ​ $ 999 ​ $ 1,002 ​ $ ( 343 ) Stock compensation expense ​ $ ( 126 ) ​ $ — ​ $ ( 170 ) ​ $ ( 170 ) ​ $ ( 296 ) Interest expense ​ $ ( 4 ) ​ $ — ​ $ ( 45 ) ​ $ ( 45 ) ​ $ ( 49 ) Interest income ​ $ 6 ​ $ 54 ​ $ 436 ​ $ 490 ​ $ 496 Total assets ​ $ 9,417 ​ $ 7,595 ​ $ 50,415 ​ $ 58,010 ​ $ 67,427 Capital expenditures ​ $ ( 106 ) ​ $ — ​ $ ( 14 ) ​ $ ( 14 ) ​ $ ( 120 ) Depreciation and amortization ​ $ ( 28 ) ​ $ — ​ $ ( 51 ) ​ $ ( 51 ) ​ $ ( 79 ) ​ Operating 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 5, Financing receivables, net for details), interest income from cash and cash equivalents, and interest expense. All intercompany transactions have been eliminated. ​ ​ ​ ​ ​ 23 Table of Contents Concentrations of Credit Risk All customers below are in the U.S. division of our TS segment. Each customer’s letter (e.g. “Customer A”) does not change meaning if Customer A is in multiple tables it is the same customer. Below are customers with 10% or more of accounts receivables as of December 31, 2024 or September 30, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ As of September 30, 2024 ​ ​ ​ (Amounts in millions) ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ % of Total ​ ​ ​ Accounts receivable Accounts receivable ​ Accounts receivable Accounts receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer A ​ $ 1.8 ​ 12 % ​ $ 3.0 ​ 20 % Customer D ​ $ 2.0 ​ 13 % ​ $ 1.3 ​ 9 % Customer E ​ $ 1.8 ​ 12 % ​ $ 1.9 ​ 13 % Customer F ​ $ 1.8 ​ 12 % ​ $ 0.9 ​ 6 % ​ Below are customers with 10% or more of financing receivables as of December 31, 2024 or September 30, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ As of September 30, 2024 ​ ​ ​ (Amounts in millions) ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ % of Total ​ ​ ​ Financing Receivables Financing Receivables ​ Financing Receivables Financing Receivables ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer A ​ $ 1.8 ​ 34 % ​ $ 3.0 ​ 41 % Customer B ​ $ 1.8 ​ 36 % ​ $ 1.9 ​ 25 % Customer C ​ $ 0.3 ​ 5 % ​ $ 1.3 ​ 18 % ​ 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, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ ​ (Amounts in millions) ​ ​ ​ Customer ​ % of Total ​ ​ Customer ​ % of Total ​ ​ Revenues Revenues ​ Revenues Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer C ​ $ 0.1 ​ 1 % ​ $ 2.6 ​ 17 % Customer F ​ $ 2.6 ​ 16 % ​ $ — ​ - % ​ ​ 15. Dividend On December 20, 2024 , the Company’s board of directors declared a dividend of $ 0.03 per share payable January 15, 2025 , to shareholders of record on the close of business on December 27, 2024 . ​ 24 Table of Contents