Item 1. Financial Statements
Item 1. Financial Statements
CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
June 30,
September 30,
2026
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
24,666
$
27,418
Accounts receivable, net of allowances of $ 311 and $ 122
11,356
12,000
Financing receivables, net of allowances of $ 53 and $ 34
8,314
8,939
Inventories
1,832
1,442
Other current assets
3,073
2,521
Total current assets
49,241
52,320
Property, equipment and improvements, net
486
539
Operating lease right-of-use assets, net
1,356
1,647
Intangibles, net
62
69
Financing receivables due after one year, net of allowances of $ 84 and $ 66
8,229
5,965
Deferred income taxes, net
5,164
4,559
Cash surrender value of life insurance
6,061
5,845
Pension benefits assets
—
42
Other assets
182
177
Total assets
$
70,781
$
71,163
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses
$
15,396
$
19,508
Line of credit
2,422
903
Deferred revenue and contract liabilities
2,537
1,503
Pension and retirement plans
98
77
Income taxes payable
23
192
Total current liabilities
20,476
22,183
Pension and retirement plans
1,169
1,219
Operating lease liabilities - noncurrent portion
1,153
1,336
Income taxes payable
150
165
Other noncurrent liabilities
3,570
1,709
Total liabilities
26,518
26,612
Shareholders’ equity:
Common stock, $ .01 par value per share; authorized, 20,000 shares; issued and outstanding 10,058 and 9,906 shares, respectively
101
99
Additional paid-in capital
26,208
24,744
Retained earnings
26,051
27,700
Accumulated other comprehensive loss
( 8,097 )
( 7,992 )
Total shareholders’ equity
44,263
44,551
Total liabilities and shareholders’ equity
$
70,781
$
71,163
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except for per share data)
(Unaudited)
Three months ended
Nine Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Sales:
Product
$
9,943
$
10,150
$
27,757
$
29,717
Services
4,455
5,298
14,689
14,548
Total sales
14,398
15,448
42,446
44,265
Cost of sales:
Product
7,890
8,553
22,570
24,551
Services
2,175
2,442
6,336
6,490
Total cost of sales
10,065
10,995
28,906
31,041
Gross profit
4,333
4,453
13,540
13,224
Operating expenses:
Research and development
832
791
2,508
2,340
Selling, general and administrative
5,043
4,885
13,537
13,455
Total operating expenses
5,875
5,676
16,045
15,795
Operating loss
( 1,542 )
( 1,223 )
( 2,505 )
( 2,571 )
Other income (expense):
Foreign exchange gain (loss)
( 23 )
( 200 )
40
( 37 )
Interest expense
( 182 )
( 105 )
( 477 )
( 259 )
Interest income
524
440
1,652
1,343
Other income, net
11
73
145
75
Total other income, net
330
208
1,360
1,122
Loss before income taxes
( 1,212 )
( 1,015 )
( 1,145 )
( 1,449 )
Income tax benefit
( 366 )
( 751 )
( 654 )
( 1,549 )
Net income (loss)
$
( 846 )
$
( 264 )
$
( 491 )
$
100
Net income (loss) attributable to common shareholders
$
( 846 )
$
( 264 )
$
( 491 )
$
94
Net income (loss) per common share - basic
$
( 0.09 )
$
( 0.03 )
$
( 0.05 )
$
0.01
Weighted average common shares outstanding - basic
9,560
9,362
9,494
9,275
Net income (loss) per common share - diluted
$
( 0.09 )
$
( 0.03 )
$
( 0.05 )
$
0.01
Weighted average common shares outstanding - diluted
9,560
9,362
9,494
9,611
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
Three months ended
Nine Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Net income (loss)
$
( 846 )
$
( 264 )
$
( 491 )
$
100
Other comprehensive income (loss):
Foreign currency translation gain (loss) adjustments, net of tax effect
( 22 )
440
( 105 )
182
Other comprehensive income (loss)
( 22 )
440
( 105 )
182
Total comprehensive income (loss)
$
( 868 )
$
176
$
( 596 )
$
282
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three months ended June 30, 2026 and 2025
(Amounts in thousands, except per share data)
(Unaudited)
Accumulated
Additional
other
Total
Paid-in
Retained
comprehensive
Shareholders’
Three months ended June 30, 2026:
Shares
Amount
Capital
Earnings
loss
Equity
Balance as of March 31, 2026
10,072
$
101
$
25,676
$
27,317
$
( 8,075 )
$
45,019
Net loss
—
—
—
( 846 )
—
( 846 )
Other comprehensive loss
—
—
—
—
( 22 )
( 22 )
Stock-based compensation
—
—
532
—
—
532
Restricted stock cancellation
( 9 )
—
—
—
—
—
Restricted stock issuance
8
—
—
—
—
—
Repurchase of common stock
( 13 )
—
—
( 118 )
—
( 118 )
Cash dividends paid on common stock ($ 0.03 per share)
—
—
—
( 302 )
—
( 302 )
Balance as of June 30, 2026
10,058
$
101
$
26,208
$
26,051
$
( 8,097 )
$
44,263
Accumulated
Additional
other
Total
Paid-in
Retained
comprehensive
Shareholders’
Three months ended June 30, 2025:
Shares
Amount
Capital
Earnings
loss
Equity
Balance as of March 31, 2025
9,863
$
98
$
23,743
$
29,235
$
( 5,623 )
$
47,453
Net loss
—
—
—
( 264 )
—
( 264 )
Other comprehensive income
—
—
—
—
440
440
Stock-based compensation
—
—
403
—
—
403
Issuance of shares under employee stock purchase plan
( 2 )
—
—
—
—
—
Repurchase of common stock
( 19 )
—
—
( 251 )
—
( 251 )
Cash dividends paid on common stock ($ 0.03 per share)
—
—
—
( 297 )
—
( 297 )
Balance as of June 30, 2025
9,842
$
98
$
24,146
$
28,423
$
( 5,183 )
$
47,484
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the nine months ended June 30, 2026 and 2025
(Amounts in thousands, except per share data)
(Unaudited)
Accumulated
Additional
other
Total
Paid-in
Retained
comprehensive
Shareholders’
Nine months ended June 30, 2026:
Shares
Amount
Capital
Earnings
loss
Equity
Balance as of September 30, 2025
9,906
$
99
$
24,744
$
27,700
$
( 7,992 )
$
44,551
Net loss
—
—
—
( 491 )
—
( 491 )
Other comprehensive loss
—
—
—
—
( 105 )
( 105 )
Stock-based compensation
—
—
1,385
—
—
1,385
Restricted stock cancellation
( 11 )
—
—
—
—
—
Restricted stock issuance
183
2
—
—
—
2
Issuance of shares under employee stock purchase plan
8
—
79
—
—
79
Repurchase of common stock
( 28 )
—
—
( 257 )
—
( 257 )
Cash dividends paid on common stock ($ 0.09 per share)
—
—
—
( 901 )
—
( 901 )
Balance as of June 30, 2026
10,058
$
101
$
26,208
$
26,051
$
( 8,097 )
$
44,263
Accumulated
Additional
other
Total
Paid-in
Retained
comprehensive
Shareholders’
Nine months ended June 30, 2025:
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
—
—
—
100
—
100
Other comprehensive gain
—
—
—
—
182
182
Stock-based compensation
—
—
1,358
—
—
1,358
Restricted stock cancellation
( 2 )
—
—
—
—
—
Restricted stock issuance
105
1
—
—
—
1
Issuance of shares under employee stock purchase plan
6
—
99
—
—
99
Repurchase of common stock
( 43 )
( 1 )
—
( 635 )
—
( 636 )
Cash dividends paid on common stock ($ 0.09 per share)
—
—
—
( 890 )
—
( 890 )
Balance as of June 30, 2025
9,842
$
98
$
24,146
$
28,423
$
( 5,183 )
$
47,484
See accompanying notes to unaudited condensed consolidated financial statements.
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CSP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Nine Months Ended
June 30,
June 30,
2026
2025
Operating activities
Net income (loss)
$
( 491 )
$
100
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation
160
182
Amortization of intangibles
6
5
Loss on disposal of fixed assets, net
1
1
Foreign exchange gain (loss)
( 40 )
37
Provision for credit losses - financing receivables
37
46
Provision for credit losses - accounts receivable
193
26
Provision for obsolete inventory
—
101
Amortization of lease right-of-use assets
291
362
Stock-based compensation expense on restricted stock awards
1,385
1,358
Deferred income taxes
( 605 )
( 1,721 )
Increase in cash surrender value of life insurance
( 162 )
( 163 )
Changes in operating assets and liabilities:
Accounts receivable
450
1,071
Financing receivables
( 1,675 )
322
Inventories
( 390 )
( 1,318 )
Refundable income taxes
—
( 67 )
Other assets
( 557 )
805
Accounts payable and accrued expenses
( 4,059 )
490
Operating lease liabilities
( 229 )
( 255 )
Deferred revenue and contract liabilities
1,034
( 590 )
Pension and retirement plans
12
( 701 )
Income taxes payable
( 184 )
( 206 )
Other noncurrent liabilities
1,861
485
Net cash (used in) provided by operating activities
( 2,962 )
370
Investing activities
Life insurance premiums paid
( 54 )
( 54 )
Purchases of property, equipment and improvements
( 119 )
( 120 )
Net cash used in investing activities
( 173 )
( 174 )
Financing activities
Dividends paid
( 901 )
( 890 )
Net proceeds (repayments) under line-of-credit agreement
1,519
( 3,028 )
Repurchases of common stock
( 257 )
( 635 )
Proceeds from issuance of shares under equity compensation plans
79
99
Net cash provided by (used in) financing activities
440
( 4,454 )
Effects of exchange rate on cash, net
( 57 )
( 19 )
Net decrease in Cash and cash equivalents
( 2,752 )
( 4,277 )
Cash and cash equivalents beginning of period
27,418
30,585
Cash and cash equivalents end of period
$
24,666
$
26,308
See accompanying notes to unaudited condensed consolidated financial statements.
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Nine Months Ended
June 30,
June 30,
2026
2025
Supplementary cash flow information:
Cash paid for income taxes
$
290
$
446
Cash paid for interest
$
29
$
137
Supplementary non-cash financing activities:
Obtaining a right-of-use asset in exchange for a lease liability
$
—
$
275
Customer financing for inventory sold (see Note 5 Financing receivables, net for details)
$
8,630
$
3,734
Vendor financing for inventory purchased (see Note 8 Accounts payable and accrued expenses, and Other noncurrent liabilities for details)
$
6,370
$
2,351
See accompanying notes to unaudited condensed consolidated financial statements.
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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. Basis of Presentation and 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, 2025. 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, 2025 Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended Seeptember 30,2025.
Significant Accounting Policies
There have been no significant changes to the Company's significant accounting policies described in PART II, Item 8, Note 1 Basis of Presentation and Summary of Significant Accounting Policies , of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Accounting Pronouncement Not Yet Adopted as of June 30, 2026
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides new optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets under Topic 326. This ASU permits entities to apply a practical expedient when estimating credit losses and is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. We are currently evaluating the adoption of this standard and its impact to the Company's consolidated financial statements and related 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.
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
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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 plans to adopt this ASU on a prospective basis in the fourth quarter of fiscal year 2026. The Company is currently evaluating the impact this ASU will have on its disclosures.
2. Revenue
See details of timing of revenue recognition, whether CSPi acted as the principal or agent, and geography below. Geographic areas are based on where the products were shipped or services rendered.
Technology Solutions Segment
High
Performance
Products
United
Consolidated
Three months ended June 30,
Segment
Kingdom
U.S.
Total
Total
(Amounts in thousands)
2026
Timing of Revenue Recognition
Transferred at a point in time where CSPi is principal
$
145
$
13
$
9,753
$
9,766
$
9,911
Transferred at a point in time where CSPi is agent
—
15
1,450
1,465
1,465
Transferred over time where CSPi is principal
278
—
2,744
2,744
3,022
Total Revenue
$
423
$
28
$
13,947
$
13,975
$
14,398
Geography
United States
$
404
$
28
$
13,262
$
13,290
$
13,694
Americas (excluding United States)
—
—
644
644
644
Europe
—
—
41
41
41
APAC and Africa
19
—
—
—
19
Total Revenue
$
423
$
28
$
13,947
$
13,975
$
14,398
2025
Timing of Revenue Recognition
Transferred at a point in time where CSPi is principal
$
9
$
78
$
10,666
$
10,744
$
10,753
Transferred at a point in time where CSPi is agent
—
—
1,673
1,673
1,673
Transferred over time where CSPi is principal
375
83
2,564
2,647
3,022
Total Revenue
$
384
$
161
$
14,903
$
15,064
$
15,448
Geography
United States
$
368
$
21
$
11,373
$
11,394
$
11,762
Americas (excluding United States)
—
—
3,523
3,523
3,523
Europe
—
140
—
140
140
APAC and Africa
16
—
7
7
23
Total Revenue
$
384
$
161
$
14,903
$
15,064
$
15,448
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Technology Solutions Segment
High
Performance
Products
United
Consolidated
Nine months ended June 30,
Segment
Kingdom
U.S.
Total
Total
(Amounts in thousands)
2026
Timing of Revenue Recognition
Transferred at a point in time where CSPi is principal
$
755
$
83
$
27,226
$
27,309
$
28,064
Transferred at a point in time where CSPi is agent
—
55
5,365
5,420
5,420
Transferred over time where CSPi is principal
869
—
8,093
8,093
8,962
Total Revenue
$
1,624
$
138
$
40,684
$
40,822
$
42,446
Geography
United States
$
1,149
$
62
$
39,013
$
39,075
$
40,224
Americas (excluding United States)
—
—
1,568
1,568
1,568
Europe
—
69
100
169
169
APAC and Africa
475
7
3
10
485
Total Revenue
$
1,624
$
138
$
40,684
$
40,822
$
42,446
2025
Timing of Revenue Recognition
Transferred at a point in time where CSPi is principal
$
367
$
628
$
29,426
$
30,054
$
30,421
Transferred at a point in time where CSPi is agent
—
24
4,921
4,945
4,945
Transferred over time where CSPi is principal
1,094
168
7,637
7,805
8,899
Total Revenue
$
1,461
$
820
$
41,984
$
42,804
$
44,265
Geography
United States
$
1,287
$
114
$
37,568
$
37,682
$
38,969
Americas (excluding United States)
4
—
4,139
4,139
4,143
Europe
—
706
270
976
976
APAC and Africa
170
—
7
7
177
Total Revenue
$
1,461
$
820
$
41,984
$
42,804
$
44,265
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 June 30, 2026 was $ 165 thousand in which the Company acted as the agent. Revenue from these agreements in the three months ended June 30, 2025 was $ 336 thousand in which the Company acted as the agent.
Revenue from these agreements in the nine months ended June 30, 2026 was $ 1,237 thousand in which the Company acted as the agent. Revenue from these agreements in the nine months ended June 30, 2025 was $ 358 thousand in which the Company acted as the agent.
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 $ 0.8 million as of June 30, 2026 and September 30, 2025, respectively. Current contract assets were $ 1.7 million as of September 30, 2024. The current portion is recorded in Other current assets on the condensed consolidated balance sheets. There were no noncurrent contract assets as of June 30, 2026 and September 30, 2025. There were no noncurrent contract assets as of September 30, 2024. The difference in the balances is due to regular timing differences between when work is performed and having an unconditional right to payment.
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Contract liabilities arise when payment is received before we transfer a good or service to the customer. Current contract liabilities were $ 2.5 million and $ 1.5 million as of June 30, 2026 and September 30, 2025, respectively. Current contract liabilities were $ 2.2 million as of September 30, 2024. The current portion of contract liabilities is recorded in Deferred revenue and contract liabilities on the condensed consolidated balance sheets. There were $ 36 thousand and $ 37 thousand of long-term contract liabilities as of June 30, 2026 and September 30, 2025, respectively. There were no long-term contract liabilities as of September 30, 2024. Long-term contract liabilities are in Other noncurrent liabilities on the condensed consolidated balance sheets. Revenue recognized for the nine months ended June 30, 2026 that was included in contract liabilities as of September 30, 2025 was $ 1.2 million.
Contract Costs
Incremental costs of obtaining a contract involving customer transactions where the revenue and the related transfer of goods and services are equal to or less than a one year period, are expensed as incurred, utilizing the practical expedient in ASC 340-40-25-4 . For a period greater than one year, incremental contract costs are capitalized if we expect to recover these costs. The costs are amortized over the contract term and expected renewal periods. The period of amortization is generally three years . Incremental costs are related to commissions in the TS portion of the business. In fiscal year 2026 the TS segment paid commissions on a monthly basis for contracts over one year. Current capitalized contract costs are within the Other current assets on the condensed consolidated balance sheets as of June 30, 2026 and September 30, 2025. The portion of current capitalized costs were $ 26 thousand and $ 33 thousand as of June 30, 2026 and September 30, 2025, respectively. There are no noncurrent capitalized costs on the condensed consolidated balance sheets. The amount of incremental costs amortized for the three months ended June 30, 2026 and 2025 were $ 12 thousand and $ 22 thousand, respectively. The amount of incremental costs amortized for the nine months ended June 30, 2026 and 2025 were $ 37 thousand and $ 176 thousand, respectively and is recorded in selling, general, and administrative expenses. There was no impairment related to incremental costs capitalized during the nine months ended June 30, 2026 and 2025.
Other
Projects are typically billed upon completion or at certain milestones. Products 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 5 Financing receivables, net 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 and revenue is recognized ratably over the contract term. For these contracts the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2026 is set forth in the table below:
Fiscal Year
(Amounts in thousands)
2026 (remaining 3 months)
$
284
2027
982
2028
899
2029
222
$
2,387
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3 . Earnings Per Share of Common Stock
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 net income (loss) per common share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per share includes the dilutive effect of restricted stock awards (RSA’s), if any, calculated using the treasury stock method. Using the treasury stock method, the effect of dilutive securities includes the additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. The treasury stock method assumes proceeds from the unamortized compensation expense of restricted stock awards are used to repurchase common shares at the average market price during the period, thus reducing the dilutive effect. RSA’s with assumed proceeds per unit above the Company’s average share price for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.
Basic and diluted EPS computations for the Company’s reported net income attributable to common stockholders are as follows:
Three months ended
Nine months ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
(Amounts in thousands except per share data)
Net income (loss)
$
( 846 )
$
( 264 )
$
( 491 )
$
100
Less: net income attributable to nonvested common stock
—
—
—
( 6 )
Net income (loss) attributable to common shareholders
$
( 846 )
$
( 264 )
$
( 491 )
$
94
Weighted average total shares outstanding - basic
9,560
9,362
9,494
9,853
Less: weighted average non–vested shares outstanding
—
—
—
( 578 )
Weighted average number of common shares outstanding - basic
9,560
9,362
9,494
9,275
Add: potential common shares from non-vested restricted stock awards
—
—
—
336
Weighted average common shares outstanding - diluted
9,560
9,362
9,494
9,611
Net income (loss) per common share - basic
$
( 0.09 )
$
( 0.03 )
$
( 0.05 )
$
0.01
Net income (loss) per common share - diluted
$
( 0.09 )
$
( 0.03 )
$
( 0.05 )
$
0.01
Anti-dilutive securities include restricted stock awards, which are excluded from the diluted income per share computation. Non-vested restricted stock awards of 139 thousand shares and 82 thousand shares were excluded from net income (loss) per common share - diluted for the three months ended June 30, 2026 and 2025 because their inclusion would have been anti-dilutive. Non-vested restricted stock awards of 122 thousand shares were excluded from net income per share - diluted for the nine months ended June 30, 2026 because 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
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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.
The following tables present the changes in the allowance for accounts receivable for the periods indicated.
Three months ended
June 30, 2026
June 30, 2025
(Amounts in thousands)
Allowance for credit losses for accounts receivable:
Balances at beginning of the period
$
165
$
131
Charge-offs
-
-
Provision for credit losses
146
42
Balances at end of the period
$
311
$
173
Nine months ended
June 30, 2026
June 30, 2025
(Amounts in thousands)
Allowance for credit losses for accounts receivable:
Balances at beginning of the period
$
122
$
147
Charge-offs
( 4 )
-
Provision for credit losses
193
26
Balances at end of the period
$
311
$
173
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.
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Financing receivables, net, carry an average weighted interest rate of 8.6 %, 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 June 30, 2026 and 2025 was $ 340 thousand and $ 152 thousand, respectively. The amount of interest income earned from sales whose payment terms exceed one year for the nine months ended June 30, 2026 and 2025 was $ 1.0 million and $ 406 thousand, respectively. Interest income from these agreements is recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations.
The following table presents the components of the Company’s Financing receivables, net segregated by portfolio (risk rating) for the periods indicated:
As of June 30, 2026
As of September 30, 2025
Risk Rating
Risk Rating
Low
Moderate
High
Total
Low
Moderate
High
Total
(Amounts in thousands)
Financing receivables, net:
Financing receivables, gross
$
13,738
$
3,101
$
1,121
$
17,960
$
13,651
$
1,751
$
891
$
16,293
Unearned interest income
( 887 )
( 323 )
( 70 )
( 1,280 )
( 1,038 )
( 156 )
( 95 )
( 1,289 )
Allowance for credit losses
( 46 )
( 61 )
( 30 )
( 137 )
( 50 )
( 18 )
( 32 )
( 100 )
Financing receivables, net
$
12,805
$
2,717
$
1,021
$
16,543
$
12,563
$
1,577
$
764
$
14,904
Short-term
$
6,454
$
1,359
$
501
$
8,314
$
7,778
$
791
$
370
$
8,939
Long-term
$
6,351
$
1,358
$
520
$
8,229
$
4,785
$
786
$
394
$
5,965
The following table presents the changes in Allowance for credit losses for Financing receivables, net for the periods indicated:
Three months ended
June 30, 2026
June 30, 2025
Risk Rating
Risk Rating
Low
Moderate
High
Total
Low
Moderate
High
Total
(Amounts in thousands)
(Amounts in thousands)
Allowance for credit losses for financing receivables:
Balances at beginning of the period
$
47
$
64
$
49
$
160
$
24
$
6
$
59
$
89
(Benefit) provision charged to Consolidated Statements of Operations
( 1 )
( 3 )
( 19 )
( 23 )
( 6 )
10
( 10 )
( 6 )
Balances at end of the period
$
46
$
61
$
30
$
137
$
18
$
16
$
49
$
83
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Nine months ended
June 30, 2026
June 30, 2025
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
$
50
$
18
$
32
$
100
$
27
$
10
$
-
$
37
Provision (benefit) charged to Consolidated Statements of Operations
( 4 )
43
( 2 )
37
( 9 )
6
49
46
Balances at end of the period
$
46
$
61
$
30
$
137
$
18
$
16
$
49
$
83
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 June 30, 2026 or September 30, 2025.
The following table presents Financing receivables, gross, including accrued interest and excluding any allowance, by credit quality indicator segregated by risk rating and year of origination as of June 30, 2026:
June 30, 2026
Fiscal year of origination
Risk Rating
2026
2025
2024
2023
Total
High
$
277
$
844
$
—
$
—
$
1,121
Moderate
2,117
795
189
—
3,101
Low
5,420
6,510
1,180
628
13,738
Total
$
7,814
$
8,149
$
1,369
$
628
$
17,960
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Contractual maturities of outstanding financing receivables are as follows:
Fiscal year ending September 30:
(Amounts in thousands)
2026 (remaining 3 months)
$
4,346
2027
7,831
2028
4,407
2029
1,063
2030
313
Total payments
$
17,960
Less: unearned interest income
( 1,280 )
Less: allowance for credit losses
( 137 )
Total, net of unearned interest income and allowance for credit losses
$
16,543
6 . Inventories
Inventories consist of the following:
June 30,
September 30,
2026
2025
(Amounts in thousands)
Work-in-process
$
—
$
94
Finished goods
1,832
1,348
Total
$
1,832
$
1,442
7 . Leases
Information related to both lessee and lessor
The components of lease costs for the three months ended June 30, 2026 and 2025 are as follows:
Three months ended
Consolidated Statements of Operations Location
June 30, 2026
June 30, 2025
(Amounts in thousands)
Operating Lease:
Operating lease cost
Selling, general, and administrative
$
130
$
134
Short-term lease cost
Selling, general, and administrative
13
8
Total lease costs
$
143
$
142
Less lessor interest income
Revenue
( 2 )
( 3 )
Total lease costs, net of lessor interest income
$
141
$
139
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The components of lease costs for the nine months ended June 30, 2026 and 2025 are as follows:
Nine months ended
Consolidated Statements of Operations Location
June 30, 2026
June 30, 2025
(Amounts in thousands)
Operating Lease:
Operating lease cost
Selling, general, and administrative
$
389
$
400
Short-term lease cost
Selling, general, and administrative
29
24
Total lease costs
$
418
$
424
Less lessor interest income
Revenue
( 5 )
( 7 )
Total lease costs, net of lessor interest income
$
413
$
417
Supplemental cash flow information related to leases for the nine months ended June 30, 2026 and 2025 is below:
Nine months ended
June 30, 2026
June 30, 2025
(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases
$
355
$
408
Operating cash flows paid for short-term leases
16
24
Cash received from lessor agreements
( 23 )
( 34 )
Lease assets obtained in exchange for new lease liabilities
Operating leases
—
275
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 no 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 8.5 % as of June 30, 2026. 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 June 30, 2026 and 2025 was $ 178 thousand and $ 101 thousand, respectively. Interest expense related to these agreements for the nine months ended June 30, 2026 and 2025 was $ 466 thousand and $ 251 thousand, respectively. These amounts are within “Interest expense” within the Condensed Consolidated Statements of Operations.
The amounts owed for these agreements are in Accounts payable and accrued expenses 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.
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Below are details of the agreements with the vendors that contain imputed interest:
June 30, 2026
September 30, 2025
(Amounts in thousands)
Current
$
4,961
$
3,475
Less: discount
( 445 )
( 315 )
Total within Accounts payable and accrued expenses
$
4,516
$
3,160
Noncurrent
$
3,710
$
1,786
Less: discount
( 175 )
( 114 )
Total within Other noncurrent liabilities
$
3,535
$
1,672
The TS segment has many vendors it transacts with and does not have any specific agreement with these vendors 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 June 30, 2026 and September 30, 2025, 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 the rate published in the Wall Street Journal as the “ prime rate ” plus 1 %, which was 7.75 % as of June 30, 2026. The line of credit automatically renews for one year periods unless terminated by the Company with at least 60 days’ notice or immediate termination by the lender. The collateral is a blanket UCC filing on Modcomp, Inc., a wholly-owned subsidiary, and CSPi assets. 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 :1. As of June 30, 2026 and September 30, 2025, Company borrowings, all from the TS segment, under the inventory line of credit were $ 2.4 million and $ 0.9 million, respectively, and the Company was in compliance with all financial covenants. As of June 30, 2026 and September 30, 2025, this line of credit also included availability of a limited cash withdrawal of up to $ 1.0 million. As of June 30, 2026 and September 30, 2025 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 fiscal year 2025 the Company paid 8.5 million Great British Pounds to enter into a buy-in contract. This payment is subject to adjustment as a result of subsequent data cleansing activities. Under the terms of this buy-in contract, the insurer is liable to pay the benefits
20
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of the plan, but the Company still retains full legal responsibility to pay the benefits to members using the insurance payments. The buy-in contract is treated as a plan asset. When the buy-in contract transitions to a buy-out contract the Company will be relieved of primary responsibility for the pension benefit obligation and settlement will be recognized.
The components of net periodic benefit costs related to the US and UK plans are as follows:
Three Months Ended June 30,
2026
2025
U.K.
U.S.
Total
U.K.
U.S.
Total
(Amounts in thousands)
Pension:
Interest cost
$
114
$
2
$
116
$
135
$
2
$
137
Expected return on plan assets
( 114 )
—
( 114 )
( 156 )
—
( 156 )
Amortization of past service costs
2
—
2
2
—
2
Amortization of net gain
—
( 1 )
( 1 )
—
( 2 )
( 2 )
Net periodic (benefit) cost
$
2
$
1
$
3
$
( 19 )
$
—
$
( 19 )
Post Retirement:
Service cost
$
—
$
6
$
6
$
—
$
7
$
7
Interest cost
—
16
16
—
14
14
Amortization of net gain
—
( 32 )
( 32 )
—
( 29 )
( 29 )
Net periodic benefit
$
—
$
( 10 )
$
( 10 )
$
—
$
( 8 )
$
( 8 )
Nine Months Ended June 30,
2026
2025
U.K.
U.S.
Total
U.K.
U.S.
Total
(Amounts in thousands)
Pension:
Interest cost
$
341
$
5
$
346
$
344
$
6
$
350
Expected return on plan assets
( 341 )
—
( 341 )
( 400 )
—
( 400 )
Amortization of past service costs
6
—
6
6
—
6
Amortization of net gain
—
( 2 )
( 2 )
—
( 5 )
( 5 )
Net periodic cost (benefit)
$
6
$
3
$
9
$
( 50 )
$
1
$
( 49 )
Post Retirement:
Service cost
$
—
$
18
$
18
$
—
$
20
$
20
Interest cost
—
47
47
—
44
44
Amortization of net gain
—
( 95 )
( 95 )
—
( 89 )
( 89 )
Net periodic benefit
$
—
$
( 30 )
$
( 30 )
$
—
$
( 25 )
$
( 25 )
The fair value of the assets held by the UK pension plan by asset category are as follows:
Fair Values as of
June 30, 2026
September 30, 2025
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
$
78
$
78
$
—
$
—
$
42
$
42
$
—
$
—
Buy-in contract*
8,297
—
—
8,297
8,428
—
—
8,428
Total plan assets
$
8,375
$
78
$
—
$
8,297
$
8,470
$
42
$
—
$
8,428
*This fair value is based on the latest information available, which is as of September 30, 2025 not June 30, 2026 as the table is labeled. The difference from September 30, 2025 is due to the Great British Pounds being converted into U.S. dollars at a different exchange rate.
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11. Income Taxes
The Company recorded an income tax benefit of $ 366 thousand and $ 751 thousand for the three months ended June 30, 2026 and 2025, respectively, and an income tax benefit of $ 654 thousand and $ 1.5 million for the nine months ended June 30, 2026 and 2025, respectively. For the three and nine months ended June 30, 2026 and June 30, 2025, 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, the change in valuation allowance maintained against certain state tax credits, and the excess tax benefits on restricted stock awards that vested during the period.
12. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
June 30,
September 30,
2026
2025
(Amounts in thousands)
Cumulative effect of foreign currency translation, net
$
( 4,115 )
$
( 4,010 )
Cumulative unrealized loss on pension liability
( 3,982 )
( 3,982 )
Accumulated other comprehensive loss, net
$
( 8,097 )
$
( 7,992 )
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 basis (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 June 30, 2026 or September 30, 2025.
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To estimate fair value of the financial instruments below, quoted market prices are used when available and classified within Level 1. If this data is not available, we use observable market-based inputs to estimate fair value, which are classified within Level 2. If the preceding information is unavailable, we use internally generated data to estimate fair value which is classified within Level 3.
As of June 30, 2026
As of September 30, 2025
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Fair Value Level
Reference
(Amounts in thousands)
Assets:
Cash and cash equivalents
$
24,666
$
24,666
$
27,418
$
27,418
1
Condensed Consolidated Balance Sheets
Accounts receivable, net
11,356
11,356
12,000
12,000
1
Condensed Consolidated Balance Sheets and Note 4
Financing receivables, net*
16,543
16,543
14,904
14,904
3
Condensed Consolidated Balance Sheets and Note 5
Liabilities:
Accounts payable and accrued expenses and other long-term liabilities**
8,051
8,051
4,832
4,832
3
Note 8
Line of Credit
2,422
2,422
903
903
2
Condensed Consolidated Balance Sheets and Note 9
*Original maturity over one year
** Vendor financing agreements with original maturity over one year included within Accounts payable and accrued expenses and Other noncurrent liabilities
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 June 30, 2026, and September 30, 2025
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 noncurrent 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.
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14. Segment Information
We have two reporting segments, High Performance Products and Technology Solutions, discussed below. The Company’s country of domicile is the United States.
High Performance Products (HPP) – The HPP segment consists of primarily of the following product lines: ARIA, Multicomputer, and Myricom. Most of the revenue is from US customers for all product lines, but the segment has expanded into APAC and Africa regions with its ARIA product line. The segment’s operations are based in Lowell, Massachusetts.
Technology Solutions (TS) – The TS segment generates revenue by reselling third-party computer hardware, software, and related support/maintenance/warranty as a value-added reseller (“VAR”). The TS segment generates service revenues by the delivery of professional services for complex IT solutions, including advanced security; unified communications and collaboration; wireless and mobility; data center solutions; and network solutions as well as managed IT services that primarily serve the small and mid-sized business market. TS has two divisions – United Kingdom and U.S. which are displayed separately and in total below. The U.S. division, located in Boca Raton, Florida, primarily has U.S. customers and the United Kingdom division, located in Wokingham, Berkshire, primarily has U.K. customers as well as other European countries.
The factors used in identifying the Company’s reportable segments include geographical location of operations and the types of products and services. The accounting policies of the Company's segments are consistent with those described in Note 1 Basis of presentation and Summary of Significant Accounting Policies of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. The Company's Chief Operating Decision Maker (“CODM”) Victor Dellovo, Chief Executive Officer , assesses segment performance and allocates resources based upon revenues and operating income before certain other nonroutine items, if any. Asset information utilized by the CODM for purposes of assessing performance and allocating resources includes Cash and cash equivalents, Accounts receivable, and Financing receivables. Cash and cash equivalents are utilized due to the HPP segment incurring losses and receiving cash from the TS-US division. Accounts and Financing receivables are regularly provided to the CODM to assess customer trends, credit policies, and operational efficiency. The following tables presents certain operating segment information.
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Technology Solutions Segment
High
Performance
Products
United
Consolidated
Three months ended June 30,
Segment
Kingdom
U.S.
Total
Total
(Amounts in thousands)
2026
Sales:
Product
$
148
$
14
$
9,781
$
9,795
$
9,943
Service
275
14
4,166
4,180
4,455
Total sales
423
28
13,947
13,975
14,398
Cost of sales:
Product
40
14
7,836
7,850
7,890
Services
167
—
2,008
2,008
2,175
Total cost of sales
207
14
9,844
9,858
10,065
Gross profit
216
14
4,103
4,117
4,333
Research and development
832
—
—
—
832
Selling, general and administrative
1,062
313
3,668
3,981
5,043
Total operating expenses
1,894
313
3,668
3,981
5,875
Operating (loss) income
$
( 1,678 )
$
( 299 )
$
435
$
136
$
( 1,542 )
Interest expense
$
( 4 )
$
—
$
( 178 )
$
( 178 )
$
( 182 )
Interest income
$
2
$
33
$
489
$
522
$
524
Depreciation and amortization
$
( 3 )
$
—
$
( 33 )
$
( 33 )
$
( 36 )
Cash and cash equivalents
$
124
$
5,069
$
19,473
$
24,542
$
24,666
Accounts receivable, net of allowance
$
120
$
72
$
11,164
$
11,236
$
11,356
Financing receivables, net of allowance
$
—
$
—
$
16,543
$
16,543
$
16,543
Total assets
$
12,236
$
5,234
$
53,311
$
58,545
$
70,781
Capital expenditures
$
—
$
—
$
—
$
—
$
—
2025
Sales:
Product
$
12
$
50
$
10,088
$
10,138
$
10,150
Service
372
111
4,815
4,926
5,298
Total sales
384
161
14,903
15,064
15,448
Cost of sales:
Product
44
48
8,461
8,509
8,553
Services
216
21
2,205
2,226
2,442
Total cost of sales
260
69
10,666
10,735
10,995
Gross profit
124
92
4,237
4,329
4,453
Research and development
791
—
—
—
791
Selling, general and administrative
1,162
164
3,559
3,723
4,885
Total operating expenses
1,953
164
3,559
3,723
5,676
Operating (loss) income
$
( 1,829 )
$
( 72 )
$
678
$
606
$
( 1,223 )
Interest expense
$
( 3 )
$
—
$
( 102 )
$
( 102 )
$
( 105 )
Interest income
$
10
$
42
$
388
$
430
$
440
Depreciation and amortization
$
( 18 )
$
—
$
( 47 )
$
( 47 )
$
( 65 )
Cash and cash equivalents
$
48
$
3,881
$
22,379
$
26,260
$
26,308
Accounts receivable, net of allowance
$
177
$
1,043
$
12,233
$
13,276
$
13,453
Financing receivables, net of allowance
$
—
$
—
$
6,938
$
6,938
$
6,938
Total assets
$
11,488
$
8,302
$
46,994
$
55,296
$
66,784
Capital expenditures
$
( 10 )
$
—
$
( 56 )
$
( 56 )
$
( 66 )
25
Table of Contents
Technology Solutions Segment
High
Performance
Products
United
Consolidated
Nine months ended June 30,
Segment
Kingdom
U.S.
Total
Total
(Amounts in thousands)
2026
Sales:
Product
$
421
$
83
$
27,253
$
27,336
$
27,757
Service
1,203
55
13,431
13,486
14,689
Total sales
1,624
138
40,684
40,822
42,446
Cost of sales:
Product
56
65
22,449
22,514
22,570
Services
560
—
5,776
5,776
6,336
Total cost of sales
616
65
28,225
28,290
28,906
Gross profit
1,008
73
12,459
12,532
13,540
Research and development
2,508
—
—
—
2,508
Selling, general and administrative
3,139
513
9,885
10,398
13,537
Total operating expenses
5,647
513
9,885
10,398
16,045
Operating (loss) income
$
( 4,639 )
$
( 440 )
$
2,574
$
2,134
$
( 2,505 )
Interest expense
$
( 11 )
$
—
$
( 466 )
$
( 466 )
$
( 477 )
Interest income
$
3
$
101
$
1,548
$
1,649
$
1,652
Depreciation and amortization
$
( 39 )
$
—
$
( 127 )
$
( 127 )
$
( 166 )
Cash and cash equivalents
$
124
$
5,069
$
19,473
$
24,542
$
24,666
Accounts receivable, net of allowance
$
120
$
72
$
11,164
$
11,236
$
11,356
Financing receivables, net of allowance
$
—
$
—
$
16,543
$
16,543
$
16,543
Total assets
$
12,236
$
5,234
$
53,311
$
58,545
$
70,781
Capital expenditures
$
( 3 )
$
—
$
( 116 )
$
( 116 )
$
( 119 )
2025
Sales:
Product
$
367
$
600
$
28,750
$
29,350
$
29,717
Service
1,094
220
13,234
13,454
14,548
Total sales
1,461
820
41,984
42,804
44,265
Cost of sales:
Product
167
552
23,832
24,384
24,551
Services
584
70
5,836
5,906
6,490
Total cost of sales
751
622
29,668
30,290
31,041
Gross profit
710
198
12,316
12,514
13,224
Research and development
2,340
—
—
—
2,340
Selling, general and administrative
3,439
385
9,631
10,016
13,455
Total operating expenses
5,779
385
9,631
10,016
15,795
Operating (loss) income
$
( 5,069 )
$
( 187 )
$
2,685
$
2,498
$
( 2,571 )
Interest expense
$
( 8 )
$
—
$
( 251 )
$
( 251 )
$
( 259 )
Interest income
$
12
$
134
$
1,197
$
1,331
$
1,343
Depreciation and amortization
$
( 56 )
$
—
$
( 131 )
$
( 131 )
$
( 187 )
Cash and cash equivalents
$
48
3,881
22,379
$
26,260
$
26,308
Accounts receivable, net of allowance
$
177
1,043
12,233
$
13,276
$
13,453
Financing receivables, net of allowance
$
—
—
6,938
$
6,938
$
6,938
Total assets
$
11,488
$
8,302
$
46,994
$
55,296
$
66,784
Capital expenditures
$
( 13 )
$
—
$
( 107 )
$
( 107 )
$
( 120 )
Depreciation and amortization are included in Selling, general, and administrative expenses. Operating (loss) income is not affected by either non-operating charges/income or by income taxes. Non-operating charges/income consists principally of foreign exchange gain (loss), interest income, and interest expense. Our long-lived assets are located in the United States.
26
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 E”) does not change meaning if Customer E is in multiple tables, it is the same customer.
Below are customers with 10% or more of accounts receivable as of June 30, 2026 or September 30, 2025.
As of June 30, 2026
As of September 30, 2025
(Amounts in millions)
% of Total
% of Total
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Customer A
$
1.1
10
%
$
—
-
%
Below are customers with 10% or more of financing receivables as of June 30, 2026 or September 30, 2025.
As of June 30, 2026
As of September 30, 2025
(Amounts in millions)
% of Total
% of Total
Financing Receivables
Financing Receivables
Financing Receivables
Financing Receivables
Customer E
$
2.4
15
%
$
0.8
5
%
Customer B
$
2.9
18
%
$
5.9
40
%
Customer C
$
2.2
13
%
$
0.2
1
%
Customer D
$
2.5
15
%
$
2.8
19
%
Customer G
$
0.9
5
%
$
1.6
11
%
The following table lists customers from which the Company derived revenues of 10% or more of total revenues for the three and nine months ended June 30, 2026 and 2025.
Three months ended June 30,
Nine months ended June 30,
2026
2025
2026
2025
(Amounts in millions)
(Amounts 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 E
$
0.8
6
%
$
—
-
%
$
4.1
10
%
$
—
-
%
Customer F
$
—
-
%
$
2.3
15
%
$
—
-
%
$
3.4
8
%
15. Dividend
On December 16, 2025 , the Company’s board of directors declared a dividend of $ 0.03 per share payable January 15, 2026 , to shareholders of record on the close of business on December 26, 2025 .
On February 12, 2026 , the Company’s board of directors declared a dividend of $ 0.03 per share payable March 12, 2026 , to shareholders of record on the close of business on February 26, 2026 .
On May 5, 2026 , the Company’s board of directors declared a dividend of $ 0.03 per share payable June 15, 2026 , to shareholders of record on the close of business on May 21, 2026 .
27
Table of Contents
16. Subsequent Events
On July 29, 2026, the trustees of the Modcomp Limited Retirement and Death Benefit Plan entered into a buy-out agreement with Just Retirement Limited, terminating the group buy-in insurance policy and replacing it with individual buy-out policies for each plan member. The trustees assigned these policies directly to the members, thereby discharging the Plan's obligations to those members. All necessary legal, regulatory, and tax requirements were confirmed as satisfied. The insurer's liability is now limited to the benefits specified in the individual policies, and the Plan has no further obligation to the affected members.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.