Table of Contents

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended           March 31, 2020

or

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number 0‑10843


CSP Inc.

(Exact name of Registrant as specified in its charter)


 

Massachusetts

04-2441294

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

175 Cabot Street - Suite 210, Lowell, MA

01854

(Address of principle executive offices)

(Zip Code)

 

(978)‑954‑5038

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule 12b‑2 of the Exchange Act.

 

 

 

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).   Yes  ☐    No  ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

CSPI

 

Nasdaq Global Market

 

As of May 12, 2020, the registrant had 4,253,596 shares of common stock issued and outstanding.

 

 

 

Table of Contents

INDEX

 

 

 

Page

 

 

 

PART I. 

FINANCIAL INFORMATION

 

 

 

 

Item 1. 

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets (unaudited) as of March 31, 2020 and September 30, 2019

3

 

 

 

 

Consolidated Statements of Operations (unaudited) for the three and six months ended March 31, 2020 and 2019

4

 

 

 

 

Consolidated Statements of Comprehensive Loss (unaudited) for the three and six months ended March 31, 2020 and 2019

5

 

 

 

 

Consolidated Statement of Shareholders’ Equity (unaudited) for the three and six months ended March 31, 2020 and 2019

6

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2020 and 2019

8

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

9

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

 

 

 

Item 4. 

Controls and Procedures

36

 

 

 

PART II.  

OTHER INFORMATION

 

 

 

 

Item 1A. 

Risk Factors

36

 

 

 

Item 2. 

Purchases of Equity Securities

37

 

 

 

Item 6. 

Exhibits

37

 

 

 

 

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CSP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30, 

 

    

2020

    

2019

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

15,242

 

$

18,099

Accounts receivable, net of allowances of $236 and $138

 

 

12,840

 

 

15,114

Investment in lease, net-current portion

 

 

399

 

 

367

Inventories

 

 

6,430

 

 

7,818

Refundable income taxes

 

 

656

 

 

487

Other current assets

 

 

5,122

 

 

4,649

Total current assets

 

 

40,689

 

 

46,534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Property, equipment and improvements, net

 

 

1,270

 

 

1,273

Operating lease right-of-use assets

 

 

2,131

 

 

 —

Intangibles, net

 

 

32

 

 

37

Investment in lease, net-less current portion

 

 

207

 

 

417

Long-term receivable

 

 

5,151

 

 

5,328

Deferred income taxes

 

 

 —

 

 

1,946

Cash surrender value of life insurance

 

 

3,884

 

 

3,718

Other assets

 

 

147

 

 

116

Total assets

 

$

53,511

 

$

59,369

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable and accrued expenses

 

$

10,435

 

$

16,175

Line of credit

 

 

1,584

 

 

2,459

Notes payable - current portion

 

 

703

 

 

317

Deferred revenue

 

 

1,379

 

 

741

Pension and retirement plans

 

 

337

 

 

335

Total current liabilities

 

 

14,438

 

 

20,027

Pension and retirement plans

 

 

6,952

 

 

6,904

Notes payable - noncurrent portion

 

 

1,771

 

 

684

Operating lease liabilities - noncurrent portion

 

 

1,529

 

 

 —

Income taxes payable

 

 

 —

 

 

694

Other noncurrent liabilities

 

 

379

 

 

632

Total liabilities

 

 

25,069

 

 

28,941

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

  

 

 

  

Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,254 and 4,154 shares, respectively

 

 

43

 

 

42

Additional paid-in capital

 

 

16,300

 

 

15,733

Retained earnings

 

 

24,668

 

 

27,246

Accumulated other comprehensive loss

 

 

(12,569)

 

 

(12,593)

Total shareholders’ equity

 

 

28,442

 

 

30,428

Total liabilities and shareholders’ equity

 

$

53,511

 

$

59,369

 

See accompanying notes to unaudited consolidated financial statements.

3

Table of Contents

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

March 31, 

 

March 31, 

 

March 31, 

 

March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

Product

 

$

12,296

 

$

13,603

 

$

25,518

 

$

29,314

 

Services

 

 

3,799

 

 

2,747

 

 

7,149

 

 

6,016

 

Total sales

 

 

16,095

 

 

16,350

 

 

32,667

 

 

35,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

Product

 

 

10,245

 

 

11,371

 

 

21,563

 

 

24,583

 

Services

 

 

1,367

 

 

1,233

 

 

2,590

 

 

2,652

 

Total cost of sales

 

 

11,612

 

 

12,604

 

 

24,153

 

 

27,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

4,483

 

 

3,746

 

 

8,514

 

 

8,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

  

 

 

  

 

 

  

 

 

  

 

Engineering and development

 

 

716

 

 

781

 

 

1,388

 

 

1,526

 

Selling, general and administrative

 

 

3,910

 

 

3,736

 

 

7,671

 

 

7,325

 

Total operating expenses

 

 

4,626

 

 

4,517

 

 

9,059

 

 

8,851

 

Operating loss

 

 

(143)

 

 

(771)

 

 

(545)

 

 

(756)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

  

 

 

  

 

 

  

 

 

  

 

Foreign exchange gain (loss)

 

 

479

 

 

(37)

 

 

144

 

 

(30)

 

Interest expense

 

 

(55)

 

 

(22)

 

 

(112)

 

 

(49)

 

Interest income

 

 

163

 

 

66

 

 

336

 

 

121

 

Other income, (expense) net

 

 

(7)

 

 

 3

 

 

 4

 

 

 5

 

Total other income (expense)

 

 

580

 

 

10

 

 

372

 

 

47

 

Income (loss) before income taxes

 

 

437

 

 

(761)

 

 

(173)

 

 

(709)

 

Income tax expense (benefit)

 

 

1,169

 

 

(142)

 

 

1,099

 

 

(140)

 

Net loss

 

$

(732)

 

$

(619)

 

$

(1,272)

 

$

(569)

 

Net loss attributable to common stockholders

 

$

(732)

 

$

(619)

 

$

(1,272)

 

$

(569)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic

 

$

(0.18)

 

$

(0.15)

 

$

(0.32)

 

$

(0.15)

 

Weighted average shares outstanding – basic

 

 

4,036

 

 

4,015

 

 

3,999

 

 

3,898

 

Net loss per share – diluted

 

$

(0.18)

 

$

(0.15)

 

$

(0.32)

 

$

(0.15)

 

Weighted average shares outstanding – diluted

 

 

4,036

 

 

4,015

 

 

3,999

 

 

3,898

 

 

See accompanying notes to unaudited consolidated financial statements.

4

Table of Contents

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

March 31, 

 

March 31, 

 

March 31, 

 

March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

Net loss

 

$

(732)

 

$

(619)

 

$

(1,272)

 

$

(569)

 

Other comprehensive income (loss):

 

 

  

 

 

  

 

 

  

 

 

  

 

Foreign currency translation gain (loss) adjustments

 

 

(302)

 

 

172

 

 

24

 

 

 2

 

Other comprehensive gain (loss)

 

 

(302)

 

 

172

 

 

24

 

 

 2

 

Total comprehensive loss

 

$

(1,034)

 

$

(447)

 

$

(1,248)

 

$

(567)

 

 

See accompanying notes to unaudited consolidated financial statements.

5

Table of Contents

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the three and six months ended March 31, 2020 and 2019:

(Amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

other

 

Total

 

 

 

 

 

 

 

Paid-in

 

Retained

 

comprehensive

 

Shareholders’

For the Three Months Ended March 31, 2020:

    

Shares

    

Amount

    

Capital

    

Earnings

    

loss

    

Equity

Balance as of December 31, 2019

 

4,154

 

$

42

 

$

15,940

 

$

26,083

 

$

(12,267)

 

$

29,798

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(732)

 

 

 —

 

 

(732)

Other comprehensive loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(302)

 

 

(302)

Stock-based compensation

 

 —

 

 

 —

 

 

250

 

 

 —

 

 

 —

 

 

250

Restricted stock issuance

 

97

 

 

 1

 

 

 —

 

 

 —

 

 

 —

 

 

 1

Issuance of shares under employee stock purchase plan

 

 9

 

 

 —

 

 

110

 

 

 —

 

 

 —

 

 

110

Purchase of common stock

 

(6)

 

 

 —

 

 

 —

 

 

(43)

 

 

 —

 

 

(43)

Cash dividends paid on common stock ($0.15 per share)

 

 —

 

 

 —

 

 

 —

 

 

(640)

 

 

 —

 

 

(640)

Balance as of March 31, 2020

 

4,254

 

$

43

 

$

16,300

 

$

24,668

 

$

(12,569)

 

$

28,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

other

 

Total

 

 

 

 

 

 

 

Paid-in

 

Retained

 

comprehensive

 

Shareholders’

For the Three Months Ended March 31, 2019:

    

Shares

    

Amount

    

Capital

    

Earnings

    

loss

    

Equity

Balance as of December 31, 2018

 

4,018

 

$

41

 

$

14,842

 

$

29,531

 

$

(10,995)

 

$

33,419

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(619)

 

 

 —

 

 

(619)

Other comprehensive gain

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

172

 

 

172

Stock-based compensation

 

 —

 

 

 —

 

 

206

 

 

 —

 

 

 —

 

 

206

Restricted stock issuance

 

106

 

 

 1

 

 

 —

 

 

 —

 

 

 —

 

 

 1

Issuance of shares under employee stock purchase plan

 

13

 

 

 —

 

 

117

 

 

 —

 

 

 —

 

 

117

Cash dividends paid on common stock ($0.15 per share)

 

 —

 

 

 —

 

 

 —

 

 

(621)

 

 

 —

 

 

(621)

Balance as of March 31, 2019

 

4,137

 

$

42

 

$

15,165

 

$

28,291

 

$

(10,823)

 

$

32,675

 

 

See accompanying notes to unaudited consolidated financial statements.

 

6

Table of Contents

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the three and six months ended March 31, 2020 and 2019:

(Amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

other

 

Total

 

 

 

 

 

 

 

Paid-in

 

Retained

 

comprehensive

 

Shareholders’

For the six months ended March 31, 2020:

    

Shares

    

Amount

    

Capital

    

Earnings

    

loss

    

Equity

Balance as of September 30, 2019

 

4,154

 

$

42

 

$

15,733

 

$

27,246

 

$

(12,593)

 

$

30,428

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(1,272)

 

 

 —

 

 

(1,272)

Other comprehensive gain

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

24

 

 

24

Exercise of stock options

 

 —

 

 

 —

 

 

 2

 

 

 —

 

 

 —

 

 

 2

Stock-based compensation

 

 —

 

 

 —

 

 

455

 

 

 —

 

 

 —

 

 

455

Restricted stock issuance

 

97

 

 

 1

 

 

 —

 

 

 —

 

 

 —

 

 

 1

Issuance of shares under employee stock purchase plan

 

 9

 

 

 —

 

 

110

 

 

 —

 

 

 —

 

 

110

Purchase of common stock

 

(6)

 

 

 —

 

 

 —

 

 

(43)

 

 

 —

 

 

(43)

Cash dividends paid on common stock ($0.30 per share)

 

 —

 

 

 —

 

 

 —

 

 

(1,263)

 

 

 —

 

 

(1,263)

Balance as of March 31, 2020

 

4,254

 

$

43

 

$

16,300

 

$

24,668

 

$

(12,569)

 

$

28,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

other

 

Total

 

 

 

 

 

 

 

Paid-in

 

Retained

 

comprehensive

 

Shareholders’

For the six months ended March 31, 2019:

    

Shares

    

Amount

    

Capital

    

Earnings

    

loss

    

Equity

Balance as of September 30, 2018

 

4,017

 

$

40

 

$

14,661

 

$

29,926

 

$

(10,825)

 

$

33,802

Adoption of ASU 2014-09*

 

 —

 

 

 —

 

 

 —

 

 

158

 

 

 —

 

 

158

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(569)

 

 

 —

 

 

(569)

Other comprehensive gain

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 2

 

 

 2

Exercise of stock options

 

 1

 

 

 1

 

 

 3

 

 

 —

 

 

 —

 

 

 4

Stock-based compensation

 

 —

 

 

 —

 

 

384

 

 

 —

 

 

 —

 

 

384

Restricted stock issuance

 

106

 

 

 1

 

 

 —

 

 

 —

 

 

 —

 

 

 1

Issuance of shares under employee stock purchase plan

 

13

 

 

 —

 

 

117

 

 

 —

 

 

 —

 

 

117

Cash dividends paid on common stock ($0.30 per share)

 

 —

 

 

 —

 

 

 —

 

 

(1,224)

 

 

 —

 

 

(1,224)

Balance as of March 31, 2019

 

4,137

 

$

42

 

$

15,165

 

$

28,291

 

$

(10,823)

 

$

32,675


* As of October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

See accompanying notes to unaudited consolidated financial statements.

 

7

Table of Contents

 

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

March 31, 

 

March 31, 

 

    

2020

    

2019

Cash flows used in operating activities:

 

 

  

 

 

  

Net loss

 

$

(1,272)

 

$

(569)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

  

 

 

  

Depreciation

 

 

235

 

 

199

Amortization of intangibles

 

 

 4

 

 

 7

Loss on sale of fixed assets, net

 

 

 9

 

 

 —

Foreign exchange (gain) loss

 

 

(144)

 

 

30

Non-cash changes in accounts receivable

 

 

97

 

 

 3

Non-cash changes in inventories

 

 

238

 

 

234

Non-cash lease expense

 

 

322

 

 

 —

Stock-based compensation expense on stock options and restricted stock awards

 

 

455

 

 

384

Deferred income taxes

 

 

1,946

 

 

(99)

Increase in cash surrender value of life insurance

 

 

(51)

 

 

(54)

Changes in operating assets and liabilities:

 

 

  

 

 

  

Decrease (increase) in accounts receivable

 

 

2,206

 

 

(3,319)

Decrease in life insurance receivable

 

 

 —

 

 

256

Decrease in inventories

 

 

1,149

 

 

1,464

Increase in refundable income taxes

 

 

(169)

 

 

(75)

Increase in operating right-of-use assets

 

 

(2,131)

 

 

 —

Increase in other assets

 

 

(473)

 

 

(1,402)

Decrease in investment in lease

 

 

178

 

 

46

Decrease (increase) in long-term receivable

 

 

176

 

 

(956)

Decrease in accounts payable and accrued expenses

 

 

(6,421)

 

 

(1,573)

Increase in operating lease liabilities

 

 

2,076

 

 

 —

Increase in deferred revenue

 

 

637

 

 

2,124

Increase (decrease) in pension and retirement plans liabilities

 

 

18

 

 

(531)

Decrease in income taxes payable

 

 

(694)

 

 

(15)

(Decrease) increase in other long-term liabilities

 

 

(252)

 

 

184

Net cash used in operating activities

 

 

(1,861)

 

 

(3,662)

 

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

  

 

 

  

Life insurance premiums paid

 

 

(144)

 

 

(70)

Purchases of property, equipment and improvements

 

 

(240)

 

 

(268)

Net cash used in investing activities

 

 

(384)

 

 

(338)

 

 

 

 

 

 

 

Cash flows used in financing activities:

 

 

  

 

 

  

Dividends paid

 

 

(1,263)

 

 

(1,224)

Net payments under line-of-credit agreement

 

 

(874)

 

 

(1,641)

Proceeds from debt

 

 

2,037

 

 

 —

Repayments on debt

 

 

(565)

 

 

 —

Principal payments on finance leases

 

 

(157)

 

 

(136)

Purchase of common stock

 

 

(43)

 

 

 —

Proceeds from issuance of shares under equity compensation plans

 

 

112

 

 

120

Net cash used in financing activities

 

 

(753)

 

 

(2,881)

Effects of exchange rate on cash

 

 

141

 

 

(38)

Net decrease in cash and cash equivalents

 

 

(2,857)

 

 

(6,919)

Cash and cash equivalents beginning of period

 

 

18,099

 

 

25,107

Cash and cash equivalents at end of period

 

$

15,242

 

$

18,188

 

 

 

 

 

 

 

Supplementary cash flow information:

 

 

  

 

 

  

Cash paid for income taxes

 

$

16

 

$

40

Cash paid for interest

 

$

154

 

$

67

Supplementary non-cash financing and investing activities:

 

 

 

 

 

 

Non-cash purchases of property and equipment

 

$

 —

 

$

15

 

See accompanying notes to unaudited consolidated financial statements.

 

 

8

Table of Contents

CSP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2020 AND 2019

Organization and Business

CSP Inc. ("CSPi" or "CSPI" or "the Company" or "we" or "our") was incorporated in 1968 and is based in Lowell, Massachusetts. CSPi and its subsidiaries develop and market IT integration solutions, advanced security products, managed IT services, purpose built network adapters, and high-performance cluster computer systems to meet the diverse requirements of its commercial and defense customers worldwide. The Company operates in two segments, its Technology Solutions (“TS”) segment and High Performance Products (“HPP”) segment.

1.            Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company, without audit, and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in the annual consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, have been omitted.

Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited consolidated financial statements should be read in conjunction with the footnotes contained in the Company’s Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.

 

2.            Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are related to reserves for bad debt, reserves for inventory obsolescence, the impairment assessment of intangible assets, right-of-use assets and lease liabilities, and the calculation of standalone selling price for revenue recognition, the calculation of liabilities related to deferred compensation and retirement plans and the calculation of income tax liabilities. Actual results may differ from those estimates under different assumptions or conditions.

 

 

3.            Recent Accounting Pronouncements

Accounting standards adopted in fiscal year 2020

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842), an amendment of the FASB Accounting Standards Codification. This ASU requires lessees to recognize a right-of-use asset and lease liability for most lease arrangements, which excludes leases that meet the definition of a short-term lease. The Company adopted this standard on October 1, 2019 using a modified retrospective transition method with an adjustment to the assets and liabilities on the Consolidated Balance Sheet with no adjustment to any prior period. Additionally, prior comparative periods were not restated. A package of three practical expedients that is applicable to all leases as lessee or lessor was adopted. This includes not reassessing whether any expired or existing contracts contain leases, not reassessing lease classification for any expired or existing leases, and not reassessing initial direct cost for any existing lease under ASC Topic 840. The Company also elected the practical expedient as a lessee to not separate lease and non-lease components for operating leases. The statement of operations for three and six months ended March 31, 2020 was not materially affected. However, there was a material impact on the Company’s consolidated balance sheet as of March 31, 2020 due to the recognition of right-of-use assets and lease liabilities for operating leases, which is shown in the following table:

9

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

ASC 842

 

As of

 

    

September 30, 2019

    

Adjustment

    

October 1, 2019

 

 

(In thousands)

Assets:

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

 —

 

$

2,448

 

$

2,448

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

16,175

 

 

665

 

 

16,840

Operating lease liabilities - noncurrent portion

 

 

 —

 

 

1,783

 

 

1,783

 

In February 2018, the FASB issued ASU 2018‑02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allow a reclassification from accumulated other comprehensive income (loss) (“AOCI”) to retained earnings for stranded tax effects resulting from the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts at the date of enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Beginning October 1, 2019, the Company adopted the ASU and it did not have a material impact on our consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018‑07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, an amendment of the FASB Accounting Standards Codification. Under this ASU companies will no longer be required to value non-employee awards differently from employee awards, but the accounting remains different for attribution and a contractual term election for valuing nonemployee equity share options. Equity-classified awards to nonemployees will now be measured at the grant date using fair value of the equity instruments the company is obligated to issue and recognition is associated with the probable outcome. Awards are subsequently measured using stock compensation guidance unless they are modified after the nonemployee stops providing goods or services. Existing disclosure requirements within the stock compensation guidance also apply to nonemployee awards. For public entities, the new standard is effective for annual periods beginning after December 15, 2018, including interim periods within that fiscal year. Beginning October 1, 2019, the Company adopted the ASU and it did not have a material impact on our consolidated financial statements.

New accounting standards not adopted as of March 31, 2020

In June 2016, the FASB issued ASU 2016‑13, Financial Instruments-Credit Losses (Topic 326), an amendment of the FASB Accounting Standards Codification. This ASU will change how entities account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. Additionally, there will be a significant increase in the amount of disclosures by year of origination for certain financing receivables. For public entities, the new standard is effective for annual periods beginning after December 15, 2019, including interim periods within that annual period. The Company is evaluating the effect that ASU 2016‑13 will have on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018‑14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715‑20), Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, an amendment of the FASB Accounting Standards Codification. Under this ASU existing disclosures not considered cost beneficial are removed, disclosures identified as relevant are added, and there is added clarification regarding specific existing disclosures. For public entities, the new standard is effective for annual periods beginning after December 15, 2020. The Company is evaluating the effect that ASU 2018‑14 will have on its consolidated financial statements and related disclosures.

10

Table of Contents

4.            Revenue

We derive revenue from the sale of integrated hardware and software, third-party service contracts, professional services, managed services, financing of hardware and software, and other services.

We recognize revenue from hardware upon transfer of control, which is at a point in time typically upon shipment when title transfers. Revenue from software is recognized at a point in time when the license is granted.

We recognize revenue from third-party service contracts as either gross sales or net sales depending on whether the Company is acting as a principal party to the transaction or simply acting as an agent or broker based on control and timing. The Company is a principal if it controls the good or service before that good or service is transferred to the customer. We record revenue as gross when the Company is a principal party to the arrangement and net of cost when we are acting as a broker or agent. Under gross sales recognition, the entire selling price is recorded in revenue and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to revenue resulting in net sales equal to the gross profit on the transaction. Third-party service contracts are sold in different combinations with hardware, software, and services. We have determined the third-party services contracts are a single performance obligation in each sale. When the Company is an agent, revenue is typically recorded at a point in time. When the Company is the principal, revenue is recognized over 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 date of subsequent sale of the product, which occurs on the date of customer shipment. Revenue from extended warranty contracts is recognized evenly over the period of the warranty. 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.

Variable consideration is immaterial. The right of return risk lies with the original manufacturer of the product. Managed service contracts contain the right to refund if canceled within 30 days of inception. Any products with a standard warranty are treated as a warranty obligation under ASC 460, Guarantees.

The following policies are applicable to our major categories of segment revenue transactions:

TS Segment Revenue

TS Segment revenue is derived from the sale of hardware, software, professional services, third-party service contracts, maintenance contracts, managed services, and financing of hardware and software. Financing revenue pertaining to the portion of an arrangement containing a lease is recognized in accordance with ASC 842. Financing revenue related to the lease is recorded in revenue as equipment leasing is part of the Company’s operations.

Third-party service contracts are evaluated to determine whether such service revenue should be recorded as gross or net sales and whether over time or at point in time.

11

Table of Contents

HPP Segment Revenue

HPP segment revenue is derived from the sale of integrated hardware and software, maintenance, and other services through the Multicomputer and Myricom product lines.

Myricom revenue is derived from the sale of products, which are comprised of both hardware and embedded software which is essential to the products’ functionality, and post contract maintenance and support. Post contract maintenance and support is considered immaterial in the context of the contract and therefore is not a separate performance obligation.

See disaggregated revenues below by products/services and geography.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,167

 

$

11,351

 

$

12,273

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Finance *

 

 

 

 

 

 

23

 

 

23

 

 

23

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,375

 

$

1,888

 

$

10,303

 

$

12,191

 

$

13,566

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Finance *

 

 

 

 

 

 

37

 

 

37

 

 

37

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

 

12

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,043

 

$

23,780

 

$

25,469

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Finance *

 

 

 

 

 

 

49

 

 

49

 

 

49

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

3,108

 

$

3,620

 

$

22,513

 

$

26,133

 

$

29,241

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Finance *

 

 

 

 

 

 

73

 

 

73

 

 

73

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

*     Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606).

Significant Judgments

The input method using labor hours expended relative to the total expected hours is used to recognize revenue for professional services. Only the hours that depict the Company’s performance toward satisfying a performance obligation are used for progress. An estimate for professional services is made at the beginning of each contract based on prior experience and monitored throughout the services. This method is most appropriate as it depicts the measure of progress towards satisfaction of the performance obligation.

When product and services are sold together, the allocation of the transaction price to each performance obligation is calculated using a budgeted cost-plus margin approach. Due to the complex nature of these contracts, there is significant judgment in allocating the transaction price. These estimates are periodically reviewed by project managers, engineers, and other staff involved to ensure estimates are appropriate. For items sold separately, including hardware, software, professional services, maintenance contracts, other services, and third-party service contracts, there is no allocation as there is one performance obligation.

Contract Assets and Liabilities

When the Company has performed work but does not have an unconditional right to payment, a contract asset is recorded. When the Company has the right to bill a customer, accounts receivable is recorded as an unconditional right exists. Current contract assets were $1.4 million and $0.6 million as of March 31, 2020 and September 30, 2019, respectively. The current portion is recorded in other current assets on the consolidated balance sheets.  There were no non-current contract assets as of March 31, 2020 and September 30, 2019. The difference in the balances is due to regular timing differences between when work is performed and having an unconditional right to payment.

Contract liabilities arise when payment is received before the Company transfers a good or service to the customer. Current contract liabilities were $1.4 million and $0.7 million as of March 31, 2020 and September 30, 2019, respectively. The current portion of contract liabilities is recorded in deferred revenue on the consolidated balance sheets.

13

Table of Contents

The long-term portion of contract liabilities were $0.2  million and $0.3 million as of March 31, 2020 and September 30, 2019, respectively. These non-current liabilities are recorded in other noncurrent liabilities. Revenue recognized for the three and six months ended March 31, 2020 that was included in contract liabilities as of the beginning of the period was insignificant and $0.3 million, respectively.

Contract Costs

Incremental costs of obtaining a contract involving customer transactions where the revenue and the related transfer of goods and services are 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 the Company expects to recover these costs. These costs are only capitalized if the contract is obtained. 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 account other current assets on the consolidated balance sheets as of March 31, 2020 and September 30, 2019. The portion of current capitalized costs was $122 thousand and $85 thousand as of March 31, 2020 and September 30, 2019, respectively. There are no non-current capitalized costs on the consolidated balance sheets as these commissions are paid annually even when the contract extends beyond a one-year period. The amount of incremental costs amortized for the three and six months ended March 31, 2020 was $84 thousand and $162 thousand, respectively. The amount of incremental costs amortized for the three and six months ended March 31, 2019 was $56 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 and six months ended March 31, 2020.

Costs to fulfill a contract are capitalized when the costs are related to a contract or anticipated contract, generate or enhance resources that will be used in satisfying performance obligations in the future, and costs are recoverable. Costs to fulfill a contract are related to the TS portion of the business and involve activities performed before managed services can be completed. Current capitalized fulfillment costs are in the account other current assets and noncurrent costs are in other assets on the consolidated balance sheets. The portion of current capitalized costs was $13 thousand and $47 thousand as of March 31, 2020 and September 30, 2019, respectively. The portion of noncurrent capitalized costs was $28 thousand as of March 31, 2020 and there were not any as of September 30, 2019. The amount of fulfillment costs amortized for three and six months ended March 31, 2020 was $6 thousand and $3 thousand, respectively. The amount of fulfillment costs amortized for three and six months ended March 31, 2019 was $3 thousand and $6 thousand, respectively. This is recorded in cost of sales. There was no impairment related to fulfillment costs capitalized.

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 the Company’s contracts are less than one year. As a practical expedient, the Company has elected not to adjust the amount of consideration for effects of a significant financing component when it is anticipated the promised good or service will be transferred and the subsequent payment will be one year or less. There are certain contracts that do contain a financing component. See Note 6 to the consolidated financial statements for additional information. The Company elected to use the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that have an original expected duration of one year or less. This is due to a low amount of performance obligations less than one year being unsatisfied at each period end. Most of these contracts are related to product sales.

 

 

 

 

14

Table of Contents

The Company has certain contracts that have an original term of more than one year. The royalty agreement is longer than one year and managed service contracts are generally longer than one year. For these contracts the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020 is mainly related to managed service contracts and is set forth in the table below:

 

 

 

 

 

 

    

(Amounts in thousands)

Fiscal 2020 (remaining 6 months)

 

$

1,030

Fiscal 2021

 

 

1,316

Fiscal 2022

 

 

602

Fiscal 2023

 

 

191

Fiscal 2024

 

 

30

 

 

$

3,169

 

 

5.            Earnings Per Share of Common Stock

Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and is computed by dividing net income (loss) by the assumed weighted average number of common shares outstanding.

We are required to present earnings per share, or EPS, utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities.

Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

March 31, 

 

March 31, 

 

March 31, 

 

March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

 

 

(Amounts in thousands except per share data)

 

Net loss

 

$

(732)

  

$

(619)

 

 

(1,272)

  

 

(569)

 

Less: net income attributable to nonvested common stock

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Net loss attributable to common stockholders

 

$

(732)

  

$

(619)

 

$

(1,272)

  

$

(569)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average total shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Less: weighted average non–vested shares outstanding

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average number of common shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Potential common shares from non–vested stock awards and the assumed exercise of stock options

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average common shares outstanding – diluted

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

Net loss per share – diluted

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

 

Non-vested restricted stock awards of 204,000 and 197,000 shares were excluded from the diluted loss per share calculation for the three and six months ended March 31, 2020, respectively. Non-vested restricted stock awards of 184,000 and 167,000 shares were excluded from the diluted loss per share calculation for the three and six months ended March 31, 2019, respectively. This is because there was a net loss for these periods and their inclusion would have been anti-dilutive. 

15

Table of Contents

6.            Accounts and Long-Term Receivable

Within accounts receivable and long-term receivable there are amounts due reflecting sales whose payment terms exceed one year. This financing is separate from agreements with a leasing component, see Note 8 for financing through leases. These receivables are included in Accounts Receivable and Long-Term Receivable in the amount of $1.9 million and $4.9 million as of March 31, 2020. These receivables are included in Accounts Receivable and Long-Term Receivable in the amount of $2.1 million and $5.0 million as of September 30, 2019, respectively. The receivables with a payment term exceeding one year carry a weighted interest rate of 6.9%, which reflects the approximate interest rate consistent with a separate financing transaction with the customer at the inception of the agreement. 

 

There is not an allowance for credit losses nor impairments for accounts and long-term receivables with a contractual maturity of over one year. All accounts have no past amounts due as of March 31, 2020 or September 30, 2019. There was no activity in the allowance for credit losses of these receivables for the three and six months ended March 31, 2020 and March 31, 2019, respectively. All these agreements are looked at as one portfolio in determining credit losses. There are various factors that are considered in extending a customer payment terms longer than one year including payment history, economic conditions, and capacity to pay. The credit quality of customers is monitored by payment activity. The unearned income represents a rate similar to market at the inception of the agreement.

 

The amount of interest income earned from this type of agreement for the three and six months ended March 31, 2020 was $114 thousand and $230 thousand, respectively. The amount of interest income earned from this type of agreement for the three and six months ended March 31, 2019 was $1 thousand and $1 thousand, respectively. Interest income from these agreements is recorded in Other income, net on the Consolidated Statements of Operations.

 

Receivables whose payment terms exceed one year are placed on nonaccrual 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 nonaccrual status the payment is first applied to interest and then principal. Recording interest income resumes once no reasonable doubt exists regarding collecting all interest and principal. 

 

Contractual maturities of outstanding financing with an original contractual maturity over one year are as follows:

 

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (remaining 6 months)

 

$

2,024

2021

 

 

2,258

2022

 

 

1,880

2023

 

 

1,423

    Total payments

 

 

7,585

    Less: unearned income

 

 

747

      Total, net of unearned income

 

$

6,838

 

 

7.            Inventories

Inventories consist of the following:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30,

 

    

2020

    

2019

 

 

(Amounts in thousands)

Raw materials

 

$

828

 

$

671

Work-in-process

 

 

477

 

 

93

Finished goods

 

 

5,125

 

 

7,054

Total

 

$

6,430

 

$

7,818

 

 

16

Table of Contents

8.     Leases

Lessee

At the inception of an arrangement, the Company determines whether the arrangement contains a lease. This includes arrangements with goods and services to determine if there is an embedded lease. An arrangement containing a lease would allow the Company the right to control an implicitly or explicitly identified asset. If there is a lease in an arrangement, the classification is determined at inception of the arrangement. Certain leases may contain transfer of ownership or an option to purchase the underlying asset. The most relevant criterion for our lease classification is transfer of ownership, which if included in the arrangement makes the lease a finance lease rather than an operating lease.

The discount rate used to assess classification is the incremental borrowing rate at the commencement date due to the implicit rate not being readily determinable. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The lease term includes periods where we are reasonably certain we will exercise the renewal option. The Company has elected not to apply Subtopic ASC 842-25 to short-term leases, which are defined as a lease that has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Therefore, there are no right-of-use assets or lease liabilities related to short-term leases in the Consolidated Balance Sheets and the lease payments are expensed on a straight-line basis over the lease term. Leases are typically not able to be terminated without penalty. None of our lease arrangements contain residual value guarantees, restrictions, or covenants. None of the Company’s current leases are with related parties. There are no lease arrangements that we have entered into as of March 31, 2020 that have not yet commenced.

Operating leases

The Company has operating leases for office space, data centers, and other information technology equipment under various leases. Operating lease right-of-use assets and liabilities are recognized at the commencement date using the present value of the fixed lease payments over the lease term. We do not have leases with variable consideration. The incremental borrowing rate is used in determining present value. Certain operating leases, primarily office space and IT equipment, have an option to extend the lease. Renewal periods related to certain lease agreements related to office buildings are included in the lease term for lease accounting.

The Company has operating lease agreements with lease components (e.g. fixed payments including rent, real estate taxes, and insurance costs) as well as nonlease components (e.g. common-area maintenance, colocation services). The Company has elected to account for lease and nonlease components as one single lease component for all classes of assets. Lease expense is recognized on a straight-line basis over the lease term.

Finance leases

The Company has finance leases for information technology equipment and subleases all this equipment (see Lessor section below for details). All finance leases transfer ownership to the Company, which meets the criterion to be a finance lease. Due to our finance leases being subleases, there is no finance right-of-use assets. However, there is a net investment in lease in the Consolidated Balance Sheets.

Lessor

The Company is a lessor, but only as a sublessor. The process for identifying and classifying a lease is similar to the process described above in the lessee section. Additionally, the most relevant criteria to classification is transfer of ownership and present value of the total lease payments in relation to fair value of the underlying asset. The Company as a lessor has both sales-type and direct financing leases. The Company as a lessor does not have operating leases. All the Company’s sublease agreements are bundled agreements containing managed services, software, and other services. The fixed payments under bundled agreements are allocated based on the relative standalone selling prices of the lease and non-lease deliverables are consistent with ASC 606. The allocation of the fixed payments may be calculated using a budgeted cost-plus margin approach if there are other services in addition to managed services. Due to the complex nature

17

Table of Contents

of these contracts, there is significant judgment in allocating the fixed payments. There is no variable consideration in these agreements. The discount rate used as a lessor pertaining to the lease component is the implicit rate. As sublessor, lease agreements contain an option to purchase the underlying asset or transfers ownership at the end of the lease. The leases typically do not have any residual value to the Company. In the Company’s sublessor agreements, the payments allocated to the lease component cannot be terminated. There were no new agreements where the Company was a lessor for the six months ended March 31, 2020.

Information related to both lessee and lessor

The following table specifies where the right-of-use assets and lease liabilities are within the Consolidated Balance Sheets as of March 31, 2020 and October 1, 2019 (adoption date):

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets Location

    

March 31, 2020

 

October 1, 2019

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Assets

 

 

 

 

 

 

 

Operating leases

Operating lease right-of-use assets

 

$

2,131

 

$

2,448

 

 

 

 

 

 

 

 

Lease receivable - current

Investment in lease, net-current portion

 

$

399

 

$

367

Lease receivable - noncurrent

Investment in lease, net-less current portion

 

 

207

 

 

417

    Total lease receivable

 

 

$

606

 

$

784

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current operating lease liabilities

Accounts payable and accrued expenses

 

$

667

 

$

746

Non-current operating lease liabilities

Operating lease liabilities - noncurrent portion

 

 

1,529

 

 

1,783

    Total operating lease liabilities

 

 

$

2,196

 

$

2,529

 

 

 

 

 

 

 

 

Current finance lease liabilities

Accounts payable and accrued expenses

 

$

343

 

$

333

Non-current finance lease liabilities

Other noncurrent liabilities

 

 

152

 

 

326

    Total finance lease liabilities

 

 

$

495

 

$

659

 

The components of lease costs for three and six months ended March 31, 2020 are as follows:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

Consolidated Statements of Operations Location

Consolidated Statements of Operations Location

 

 

March 31, 2020

March 31, 2020

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Finance Lease:

 

 

 

 

 

 

 

    Interest on lease liabilities

Selling, general, and administrative

 

$

12

 

$

25

Operating Lease:

 

 

 

 

 

 

 

    Operating lease cost

Selling, general, and administrative

 

 

181

 

 

361

    Short-term lease cost

Selling, general, and administrative

 

 

 3

 

 

 6

Total lease costs

 

 

$

196

 

$

392

Less sublease interest income

Revenue

 

 

(23)

 

 

(49)

Total lease costs, net of sublease interest income

 

 

$

173

 

$

343

 

18

Table of Contents

Future lease payments under our non-cancellable leases and payments to be received as a sublessor as of March 31, 2020 are in the following table:

 

 

 

 

 

 

 

 

 

 

Operating lease

 

Finance lease

 

Sublease

Fiscal year ending September 30:

Costs

 

Costs

 

Payments received

 

(Amounts in thousands)

2020 (remaining 6 months)

$

383

 

$

181

 

$

224

2021

 

619

 

 

285

 

 

356

2022

 

520

 

 

51

 

 

67

2023

 

439

 

 

 5

 

 

12

2024

 

240

 

 

 —

 

 

 3

Thereafter

 

182

 

 

 —

 

 

 —

Total

$

2,383

 

$

522

 

$

662

Less Imputed interest

 

(187)

 

 

(27)

 

 

(56)

Total

$

2,196

 

$

495

 

$

606

 

Supplemental cash flow information related to leases for the six months ended March 31, 2020 is below:

 

 

 

 

 

 

Three months ended

Six months ended

 

March 31, 2020

March 31, 2020

 

(Amounts in thousands)

(Amounts in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

  Operating cash flows from operating leases

$

191

$

379

  Operating cash flows from short-term leases

 

10

 

19

  Operating cash flows from finance leases

 

12

 

25

  Financing cash flows from finance leases

 

79

 

157

Lease assets obtained in exchange for new lease liabilities

 

 

 

 

  Operating leases

 

 —

 

 4

Cash received from subleases

 

112

 

225

 

Information related to weighted averages of lease term and discount rate as of March 31, 2020 is below:

 

 

Weighted-average remaining lease term (years)

March 31, 2020

Operating leases

4.0

Finance leases

2.3

 

 

Weighted-average discount rate

March 31, 2020

Operating leases

4.0%

Finance leases

6.2%

 

19

Table of Contents

Below are ASC 840 disclosures as previously reported in our Form 10-K for the year ended September 30, 2019:

Lessee

Operating Leases

The Company was obligated under non-cancelable operating leases with an initial term in excess of one year as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

475

2021

 

 

173

2022

 

 

58

2023

 

 

43

Total

 

$

749

 

Capital leases

The Company was obligated under non-cancelable capital leases as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

363

2021

 

 

285

2022

 

 

51

2023

 

 

 5

Minimum lease payments including interest

 

$

704

Amount representing interest

 

 

(46)

Minimum lease payments excluding interest

 

$

658

 

Lessor

A summary of components for the Company’s investment in lease, net is as follows:

 

 

 

 

September 30, 2019

 

(Amounts in thousands)

Investment in lease, gross

$

889

Unearned income

 

(105)

Total investment in lease, net

$

784

Current portion

$

367

Noncurrent portion

$

417

 

The schedule of future minimum lease payments receivable is as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

451

2021

 

 

356

2022

 

 

67

2023

 

 

12

2024

 

 

 3

Minimum lease payments including interest

 

$

889

Amount representing interest

 

 

(105)

Minimum lease payments excluding interest

 

$

784

 

 

20

Table of Contents

9.     Notes Payable and Line of Credit

In September 2019, the Company borrowed $1.0 million with a 5.0% rate of interest related to a multi-year agreement with a customer. In October 2019, the Company borrowed $2.0 million with a 5.1% rate of interest related to a multi-year agreement with a customer. See Note 6 for the disclosure related to the receivables. Interest expense related to the notes for the three and six months ended March 31, 2020 was $31  thousand and $63 thousand, respectively. There was no interest expense related to a note for three and six months ended March 31, 2019 as there were no outstanding notes payable as of this date. Below are details of the notes payable.

 

 

 

 

 

 

 

 

March 31, 2020

 

September 30, 2019

 

(Amounts in thousands)

Current

$

808

 

$

359

 Less: notes discount

 

105

 

 

42

Notes payable - current portion

$

703

 

$

317

 

 

 

 

 

 

Noncurrent

 

1,884

 

$

718

 Less: notes discount

 

113

 

 

34

Notes payable - noncurrent portion

$

1,771

 

$

684

 

 

 

 

 

 

 

 

 

As of March 31, 2020 and September 30, 2019, the Company maintained an inventory line of credit with a borrowing capacity of $20.0 million that may be used by the TS and HPP segment in the U.S. to purchase inventory from approved vendors with payment terms which exceed those offered by the vendors. No interest accrues under the inventory line of credit when advances are paid within terms, however, late payments are subject to an interest charge of Prime plus 5%. The credit agreement for the inventory line of credit contains financial covenants which require the Company to maintain the following TS segment-specific financial ratios: (1) a minimum current ratio of 1.2, (2) tangible net worth of no less than $4.0 million, and (3) a maximum ratio of total liabilities to total net worth of less than 5.0:1. As of March 31, 2020 and September 30, 2019, Company borrowings, all from the TS segment, under the inventory line of credit were $1.6 million and $2.5 million, respectively, and the Company was in compliance with all covenants. This line of credit also includes availability of a limited cash withdrawal of up to $1.5 million. As of March 31, 2020 and September 30, 2019 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 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 consolidated balance sheets.

The Company’s pension plan in the U.K. is the only plan with plan assets. The plan assets consist of an investment in a commingled fund which in turn comprises a diversified mix of assets including corporate equity securities, government securities and corporate debt securities.

 

21

Table of Contents

The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

66

 

$

 4

 

$

70

 

$

92

 

$

 6

 

$

98

Expected return on plan assets

 

 

(74)

 

 

 —

 

 

(74)

 

 

(78)

 

 

 

 

(78)

Amortization of past service costs

 

 

 2

 

 

 —

 

 

 2

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

48

 

 

 1

 

 

49

 

 

38

 

 

(1)

 

 

37

Net periodic benefit cost

 

$

42

 

$

 5

 

$

47

 

$

52

 

$

 5

 

$

57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

 9

 

$

 9

 

$

 —

 

$

 9

 

$

 9

Interest cost

 

 

 —

 

 

11

 

 

11

 

 

 —

 

 

13

 

 

13

Amortization of net gain (loss)

 

 

 —

 

 

 6

 

 

 6

 

 

 —

 

 

(5)

 

 

(5)

Net periodic cost

 

$

 —

 

$

26

 

$

26

 

$

 —

 

$

17

 

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

132

 

$

 8

 

$

140

 

$

183

 

$

12

 

$

195

Expected return on plan assets

 

 

(148)

 

 

 —

 

 

(148)

 

 

(155)

 

 

 —

 

 

(155)

Amortization of past service costs

 

 

 4

 

 

 —

 

 

 4

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

96

 

 

 2

 

 

98

 

 

76

 

 

(2)

 

 

74

Net periodic benefit cost

 

$

84

 

$

10

 

$

94

 

$

104

 

$

10

 

$

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

19

 

$

19

 

$

 —

 

$

17

 

$

17

Interest cost

 

 

 —

 

 

23

 

 

23

 

 

 —

 

 

26

 

 

26

Amortization of net gain (loss)

 

 

 —

 

 

12

 

 

12

 

 

 —

 

 

(9)

 

 

(9)

Net periodic cost

 

$

 —

 

$

54

 

$

54

 

$

 —

 

$

34

 

$

34

 

 

The fair value of the assets held by the U.K. pension plan by asset category are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Values as of

 

 

March 31, 2020

 

September 30, 2019

 

 

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

 

$

179

 

$

179

 

$

 —

 

$

 —

 

$

279

 

$

279

 

$

 —

 

$

 —

Pooled funds

 

 

7,928

 

 

7,928

 

 

 —

 

 

 —

 

 

7,959

 

 

7,959

 

 

 —

 

 

 —

Total plan assets

 

$

8,107

 

$

8,107

 

$

 —

 

$

 —

 

$

8,238

 

$

8,238

 

$

 —

 

$

 —

 

 

 

 

22

Table of Contents

11.            Income Taxes

 

Income tax expense was $1.2 million for the three months ended March 31, 2020 compared to an income tax benefit of $142 thousand in the same period of 2019. The income tax expense for the six months ended March 31, 2020 was $1.1 million and the income tax benefit for the same period of the prior year was $140 thousand.

The current quarter and year to date income tax expense reflects the recording of a valuation allowance against deferred tax assets during the quarter, as the Company has concluded that it is more likely than not that a portion of its deferred tax assets will not be realized in light of recent results, the novel coronavirus (“COVID-19”) pandemic, and the resulting economic fallout. The current quarter and year to date income tax expense is net of federal tax benefits anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), to recover federal taxes paid in prior periods. The 2019 year to date income tax benefit reflected the benefit of prior year losses. 

The provisions above are estimates, and accordingly, changes to these estimates will be recorded in subsequent periods as more information and guidance becomes available.

12.            Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30, 

 

    

2020

    

2019

 

 

(Amounts in thousands)

Cumulative effect of foreign currency translation

 

$

(5,087)

 

$

(5,111)

Cumulative unrealized loss on pension liability

 

 

(7,482)

 

 

(7,482)

Accumulated other comprehensive loss

 

$

(12,569)

 

$

(12,593)

 

 

 

 

 

 

 

13.          Repurchase of Common Stock

On November 13, 2007, the Board of Directors authorized the Company to purchase 250 thousand shares of its outstanding common stock.  On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350 thousand additional shares of the Company's outstanding common stock at market price.

 

On February 8, 2011, the Board of Directors authorized the Company to purchase up to 250 thousand additional shares of the Company's outstanding common stock at market price. The plan does not expire. Pursuant to the aforementioned authorization, the Company repurchased 6 thousand shares of its outstanding common stock on the open market during the six months ended March 31, 2020. As of March 31, 2020, approximately 195 thousand shares remain authorized to repurchase under the stock repurchase program. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14.          Dividends

On February 12, 2020, the Company’s board of directors declared a cash dividend of $0.15 per share which was paid on March 13, 2020 to shareholders of record as of February 28, 2020, the record date.

On December 10, 2019, the Company’s board of directors declared a cash dividend of $0.15 per share which was paid on January 15, 2020 to shareholders of record as of December 31, 2019, the record date.

15.          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.

23

Table of Contents

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) or non-recurring basis as of March 31, 2020 or September 30, 2019.

 

To estimate fair value of the financial instruments below, quoted market prices are used when available and classified within Level 1. If this data is not available, we use observable market-based inputs to estimate fair value, which are classified within Level 2. If the preceding information is unavailable, we use internally generated data to estimate fair value which is classified within Level 3.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020

 

 

As of September 30, 2019

 

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Fair Value Level

 

Reference

 

 

(Amounts in thousands)

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

15,242

 

$

15,242

 

$

18,099

 

$

18,099

 

1

 

Consolidated Balance Sheets

Accounts & long-term receivable*

 

6,838

 

 

6,838

 

 

7,087

 

 

7,087

 

3

 

Note 6

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

2,474

 

 

2,474

 

 

1,001

 

 

1,001

 

2

 

Note 9

 

*Original maturity over one year

 

Cash and cash equivalents

Carrying amount approximated fair value.

 

Accounts and long-term receivable with original maturity over one year

Fair value was estimated by discounting future cash flows based on the current rate with similar terms.

 

Notes Payable

Fair value was estimated based on quoted market prices.

 

Fair value of accounts receivable with an original maturity of one year or less and accounts payable was not materially different from their carrying values at March 31, 2020 and September 30, 2019.

 

 

 

 

 

 

 

 

 

 

24

Table of Contents

16.            Segment Information

The following tables present certain operating segment information for the three and six months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,190

 

$

11,374

 

$

12,296

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

Income (loss) from operations

 

$

(1,024)

 

$

(50)

 

$

931

 

$

881

 

$

(143)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

29

 

 

 —

 

 

 4

 

 

 4

 

 

33

Depreciation and amortization

 

 

57

 

 

 —

 

 

57

 

 

57

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

1,375

 

$

1,888

 

$

10,340

 

$

12,228

 

$

13,603

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

Income (loss) from operations

 

$

(1,093)

 

$

106

 

$

216

 

$

322

 

$

(771)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

37

 

 

 —

 

 

 —

 

 

 —

 

 

37

Depreciation and amortization

 

 

55

 

 

 1

 

 

44

 

 

45

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,092

 

$

23,829

 

$

25,518

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

Income (loss) from operations

 

$

(2,287)

 

$

(47)

 

$

1,789

 

$

1,742

 

$

(545)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

63

 

 

 —

 

 

177

 

 

177

 

 

240

Depreciation and amortization

 

 

115

 

 

 3

 

 

121

 

 

124

 

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

3,108

 

$

3,620

 

$

22,586

 

$

26,206

 

$

29,314

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

Income (loss) from operations

 

$

(1,920)

 

$

132

 

$

1,032

 

$

1,164

 

$

(756)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

240

 

 

 —

 

 

28

 

 

28

 

 

268

Depreciation and amortization

 

 

108

 

 

 3

 

 

95

 

 

98

 

 

206

25

Table of Contents

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 investment income, interest income from transactions with payment terms exceeding one year (see Note 6 for details), and interest expense. All intercompany transactions have been eliminated.

The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three and six months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

For the six months ended March 31, 

 

 

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

 

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

 

 

(Dollar amounts in millions)

 

Customer A

 

$

0.5

 

 3

%

$

1.7

 

11

%

$

3.1

 

10

%

$

3.0

 

 9

%

Customer B

 

$

2.0

 

13

%

$

1.0

 

 6

%

$

3.8

 

12

%

$

2.0

 

 6

%

 

Customer B totaled approximately $5.6 million, or 31% and approximately $7.4 million, or 36% of total consolidated accounts receivable and long-term receivable as of March 31, 2020 and September 30, 2019, respectively. There were no other customers that were 10% or more of total consolidated accounts receivable and long-term receivable as of March 31, 2020. We believe that the Company is not exposed to any significant credit risk with respect to the accounts receivable with any customers as of March 31, 2020.

 

 

17.     Subsequent Events

The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing financial statements. The Company has evaluated subsequent events through the date of this filing.

 

On April 17, 2020, CSP, Inc. and Modcomp, Inc., its wholly owned subsidiary (collectively, the “Borrowers”) each received a loan in the form of a promissory note from Paragon Bank (“Lender”) in the amounts of $827,000 and $1,353,600, respectively (the “SBA Loans”) under the Paycheck Protection Program, which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”).  The SBA Loans have a two-year term and carry an annual fixed interest rate of 1%.

 

The SBA Loans provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to Lender or SBA, and adverse changes in the financial condition or business operations that Lender believes may materially affect Borrower’s ability to pay the SBA Loans.  The Borrowers did not provide any collateral or guarantees for the SBA Loans and the Borrowers may prepay the principal of the SBA Loans at any time without penalty.

 

The Borrowers may apply to the Lender for forgiveness of an amount due on the SBA Loans in an amount equal to the sum of certain costs during the 8-week period beginning on the date of the first disbursement of the SBA Loans. The amount of SBA Loans forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including provisions of Section 1106 of the CARES Act. We intend to use the PPP Loan proceeds in accordance with the applicable SBA guidelines; however, we can provide no assurances that we will be eligible for forgiveness of the PPP Loan, in whole or in part.

 

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The discussion below contains certain forward-looking statements including, but not limited to, among others, statements concerning future revenues and future business plans. Forward-looking statements include statements in which we use words such as “expect”, “believe”, “anticipate”, “intend”, “project”, “estimate”, “should”, “could”, “may”, “plan”, “potential”, “predict”, “project”, “will”, “would” and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, the forward-looking statements are subject to significant risks and uncertainties, and thus we cannot assure you that these expectations will prove to have been correct, and actual results may vary from those contained in such forward-looking statements. We discuss many of these risks and uncertainties in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019, and in this Form 10-Q. Factors that may cause such variances include, but are not limited to, our dependence on a small number of customers for a significant portion of our revenue, our high dependence on contracts with the U.S. federal government, our reliance in certain circumstances on single sources for supply of key product components, intense competition in the market segments in which we operate, the recent changes in the U.S. Tax laws, and the impact of the novel coronavirus (COVID-19) on our business, results of operations and financial condition. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this filing and in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, impairment assessment of intangibles, income taxes, deferred compensation and retirement plans, as well as estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies is contained in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Due to adoption of ASU No. 2016-02, Leases Customers (ASC 842), our lease accounting policy has changed effective October 1, 2019 and is included in Note 8 of our unaudited consolidated financial statements included in Item 1 to the Quarterly Report on Form 10‑Q with effects of initial adoption in Note 3.

Observations on effects of novel coronavirus (COVID-19)

On March 11, 2020, the World Health Organization characterized the novel coronavirus (COVID-19) outbreak as a pandemic. The outbreak has adversely affected the economies of the U.S., U.K., and other international markets and economies in which we operate. As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic, national, state, and local governments have taken actions such as declaring a state of emergency, implementing social distancing guidelines, and shutting down certain businesses which are not considered essential in part or entirely. The Company has complied with such actions causing most employees to work remotely in all locations. Through the three and six months ended March 31, 2020 we did not experience a significant impact of coronavirus, as the actions of the national, state and local governments did not take place until the end of March 2020. Since the quarter ended March 31, 2020, the Company has seen significantly lower sales volume including both product and services. Due to the uncertainty of the pandemic, including but not limited to, regulatory measures or voluntary actions that may be put in place

26

Table of Contents

to limit the spread of COVID-19 and the duration of such measures, the impact of any further spread of COVID-19, or the resurgence of COVID-19 in a given geographic region after it has hit its “peak,” at this time, we cannot make a reasonable estimate on how this will affect our business.

 

Please refer to Item 1A Risk Factors located in Part II Other Information in this Quarterly Report on Form 10-Q for discussion of the risks related to COVID-19 on our business, financial condition, and results of operations.

Results of Operations

Overview of the three months ended March 31, 2020

Our revenues decreased by approximately $0.3 million, or 2%, to $16.1 million for the three months ended March 31, 2020 as compared to $16.4 million for the three months ended March 31, 2019. The decrease in revenue is the result of a decrease of $0.1 million in our TS segment combined with a $0.2 million decrease in our HPP segment. Our gross margin percentage increased to 28% of revenues for the three months ended March 31, 2020 from 23% for the three months ended March 31, 2019. The increase is attributed to an increase in service revenue in both TS and HPP segments. Operating loss decreased by approximately $0.7 million from  a $0.8 million operating loss for the three months ended March 31, 2019 to an operating loss of $0.1 million for the three months ended March 31, 2020, primarily as a result of increased gross margin percentage as a percentage of revenue. Our provision for income tax was a tax expense of $1.2 million for the three months ended March 31, 2020 as compared to a tax benefit of $142 thousand for the three months ended March 31, 2019. The effective tax expense rate for the current quarter is 268%. The rate is high due to the recording of a valuation allowance against deferred tax assets during the quarter, as the Company has concluded that it is more likely than not that a portion of its deferred tax assets will not be realized in light of recent results, the COVID-19 pandemic, and the resulting economic fallout. The current quarter tax expense is net of federal tax benefits (“federal tax benefits”) anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (CARES Act), to recover federal taxes paid in prior periods.  The recording of a valuation allowance against deferred tax assets is a non-cash expense and the federal tax benefits will result in a cash refund.

 The following table details our results of operations in dollars and as a percentage of sales for the three months ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

%

 

 

    

March 31, 2020

    

of sales

    

March 31, 2019

    

of sales

 

 

 

(Dollar amounts in thousands)

 

Sales

 

$

16,095

 

100

%  

$

16,350

 

100

%

Costs and expenses:

 

 

  

 

  

 

 

  

 

  

 

Cost of sales

 

 

11,612

 

72

%  

 

12,604

 

77

%

Engineering and development

 

 

716

 

 4

%  

 

781

 

 6

%

Selling, general and administrative

 

 

3,910

 

24

%  

 

3,736

 

23

%

Total costs and expenses

 

 

16,238

 

101

%  

 

17,121

 

106

%

Operating loss

 

 

(143)

 

(1)

%  

 

(771)

 

(5)

%

Other income

 

 

580

 

 4

%  

 

10

 

 —

%

Income (loss) before income taxes

 

 

437

 

 3

%  

 

(761)

 

(5)

%

Income tax expense (benefit)

 

 

1,169

 

 7

%  

 

(142)

 

(1)

%

Net loss

 

$

(732)

 

 3

%  

$

(619)

 

(4)

%

 

Revenues

Our revenues decreased by approximately $0.3 million to $16.1 million for the three months ended March 31, 2020 as compared to $16.4 million of revenues for the three months ended March 31, 2019. TS segment revenues decreased by $0.1 million, and HPP segment revenues decreased by approximately $0.2 million.

 

27

Table of Contents

TS segment revenue change was as follows for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease)

 

 

    

2020

    

2019

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

11,374

 

$

12,228

 

$

(854)

 

(7)

%

Services

 

 

3,246

 

 

2,508

 

 

738

 

29

%

Total

 

$

14,620

 

$

14,736

 

$

(116)

 

(1)

%

 

The decrease in TS segment product revenues of $0.9 million during the period is primarily the result of a decrease in product revenues of $1.7 million in our U.K. division, partially offset by an increase in the U.S. division of $0.8 million. The $1.7 million decrease in the U.K. division product revenues is primarily the result of lower sales volume to one major customer during the period as compared to the prior year period. The $0.8 million increase in the U.S. division is primarily the result of a few major customers increased sales during the period partially offset with decreased sales to one major customer. There is an increase in TS segment service revenues of $0.7 million during the period, which is primarily due to an increase in the U.S. division service revenues. The U.S. division service revenues increase is substantially the result of a $0.7 million increase in managed service contracts, an increase in internal service and an increase in third party services revenues of $0.2 million, partially offset by a $0.2 million decrease in third party maintenance.

HPP segment revenue change was as follows for the three months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease)

 

 

    

2020

    

2019

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

922

 

$

1,375

 

$

(453)

 

(33)

%

Services

 

 

553

 

 

239

 

 

314

 

131

%

Total

 

$

1,475

 

$

1,614

 

$

(139)

 

(9)

%

 

The HPP product revenues decreased by $0.5 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily as a result of a decrease in Myricom product sales of $0.5 million. The HPP services revenues increased $0.3 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 due to increased royalties on high-speed processing boards related to the E2D program.

Our revenues by geographic area, which is based on the customer location to which the products were shipped or services rendered, were as follows for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

 

    

2020

    

%

    

2019

    

%

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Americas

 

$

15,355

 

95

%  

$

14,429

 

88

%  

$

926

 

 6

%

Europe

 

 

619

 

 4

%  

 

1,088

 

 7

%  

 

(469)

 

(43)

%

Asia

 

 

121

 

 1

%  

 

833

 

 5

%  

 

(712)

 

(85)

%

Totals

 

$

16,095

 

100

%  

$

16,350

 

100

%  

$

(255)

 

(2)

%

 

The $0.9 million increase in revenue to the Americas is primarily the result of increased sales by our TS U.S. division of $1.4 million combined with increased sales by our HPP segment of $0.4 million, partially offset with a decrease in the TS U.K. division of $0.9 million. The $0.5 million decrease in revenue to Europe is primarily the result of decreased sales by our TS U.K. division of $0.7 million partially offset by increased sales of $0.2 million in our TS U.S. division. The $0.7 million decrease in revenue to Asia is primarily the result of decreased sales of $0.6 million by our HPP segment combined with decreased sales of $0.1 million in our TS U.K. division.

 

 

28

Table of Contents

Gross Margins

Our gross margin ("GM") increased by approximately $0.7 million to $4.5 million for the three months ended March 31, 2020 as compared to a gross margin of approximately $3.8 million for the three months ended March 31, 2019. The GM as a percentage of revenue increased to 28% for the three months ended March 31, 2020, from 23% for the three months ended March 31, 2019. The increase is attributed to an increase in service revenue in both TS and HPP segments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

 

 

(Dollar amounts in thousands)

 

TS

 

$

3,656

 

25

%  

$

2,976

 

20

%  

$

680

 

 5

%

HPP

 

 

827

 

56

%  

 

770

 

48

%  

 

57

 

 8

%

Total

 

$

4,483

 

28

%  

$

3,746

 

23

%  

$

737

 

 5

%

 

The impact of product mix within our TS segment on gross margin for the three months ended March 31, 2020 and 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

1,752

 

15

%  

$

1,677

 

14

%  

$

75

 

 1

%

Services

 

 

1,904

 

59

%  

 

1,299

 

52

%  

 

605

 

 7

%

Total

 

$

3,656

 

25

%  

$

2,976

 

20

%  

$

680

 

 5

%

 

The overall TS segment gross margin as a percentage of sales increased to 25% for the three month period ended March 31, 2020 from 20% for the three month period ended March 31, 2019. The overall TS segment gross margin as a percentage of sales increase is primarily due to increased margins on managed service contracts. The increased volume in managed services for the three months ended March 31, 2020 as compared to prior year period led to increased margins.

The impact of product mix within our HPP segment on gross margin for the three months ended March 31, 2020 and 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase (Decrease)

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

299

 

32

%  

$

555

 

40

%  

$

(256)

 

(8)

%

Services

 

 

528

 

95

%  

 

215

 

90

%  

 

313

 

 5

%

Total

 

$

827

 

56

%  

$

770

 

48

%  

$

57

 

 8

%

 

The overall HPP segment gross margin as a percentage of sales increased to 56% for the three months ended March 31, 2020 from 48% for the three months ended March 31, 2019. The 8% increase in gross margin as a percentage of sales in the HPP segment for the three months ended March 31, 2020 as compared to the prior year period  is primarily attributed to the gross margin from services increasing relative to products and increased margins from services due to increased royalties. The overall margin from products decreased primarily due to decreased sales and the gross margin as a percentage of revenue due to product mix.

Operating Expenses

Engineering and Development Expenses

The engineering and development expenses incurred by our HPP segment decreased $0.1 million for the three months ended March 31, 2020 when compared to the three months ended March 31, 2019. This is due to decreased

29

Table of Contents

employee and consulting expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA SDS cyber security products.

Selling, General and Administrative Expenses

The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the three months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

% of

 

$ Increase

 

% Increase

 

 

    

2020

    

Total

    

2019

    

Total

    

 

    

 

 

 

 

(Dollar amounts in thousands)

 

By Operating Segment:

 

 

  

 

  

 

 

  

 

  

 

 

  

 

  

 

TS segment

 

$

2,775

 

71

%  

$

2,654

 

71

%  

$

121

 

 5

%

HPP segment

 

 

1,135

 

29

%  

 

1,082

 

29

%  

 

53

 

 5

%

Total

 

$

3,910

 

100

%  

$

3,736

 

100

%  

$

174

 

 5

%

 

SG&A expenses increased $0.2 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. The $0.1 million increase in TS segment SG&A expenses compared to the prior year period is primarily the result of an increase to bad debt reserve. The HPP segment SG&A expenses increased $0.1 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 primarily due to increases in payroll expenses related to sales employees.

Other Income/Expenses

The following table details other income (expense) for the three and six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

Increase

 

    

March 31, 2020

    

March 31, 2019

    

(Decrease)

 

 

(Amounts in thousands)

Interest expense

 

$

(55)

 

$

(22)

 

$

(33)

Interest income

 

 

163

 

 

66

 

 

97

Foreign exchange gain (loss)

 

 

479

 

 

(37)

 

 

516

Other income, net

 

 

(7)

 

 

 3

 

 

(10)

Total other income (expense), net

 

$

580

 

$

10

 

$

570

 

The $570 thousand increase in total other income (expense), net for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 is primarily driven by a foreign exchange gain of $479 thousand for the three months ended March 31, 2020, as compared to a loss of $37 thousand for the period ended March 31, 2019. From December 31, 2019 to March 31, 2020 the British Pound significantly decreased in strength relative to both the U.S. Dollar and the Euro resulting in a large foreign exchange gain recognized. In consolidation, U.S. dollars and Euros are remeasured into the functional currency, British Pounds, of our U.K. subsidiary. This non-cash remeasurement is included in foreign exchange gain or loss on the income statement and nearly all the foreign exchange gain is from a Euro and U.S. Dollar bank account. No U.S. Dollars or British Pounds were converted during the three months ended March 31, 2020.

The interest income increase of $97 thousand for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 is primarily related to agreements that have payment terms in excess of one year (see Note 6) from the TS-US segment.

Income Taxes

The income tax provision was $1.2 million for the three months ended March 31, 2020 compared to an income tax benefit of $0.1 million in the same period of 2019. The U.K. division did not have any tax expense in the second quarter of fiscal year 2020 due to its pension contribution and the utilization of a portion of its net tax operating loss.

30

Table of Contents

The income tax provision for the three months period is not comparable to the same period of the prior year due to the recording of a valuation allowance in the current period net of the impact of the federal tax benefits anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted CARES Act, to recover federal taxes paid in prior periods. The recording of a valuation allowance against deferred tax assets is a non-cash expense and the federal tax benefits will result in a cash refund.

Generally, fluctuations in the effective tax rate are primarily due to changes in our geographic pretax income resulting from our business mix and changes in the tax impact of permanent differences, other special items, and other discrete tax items, which may have unique tax implications depending on the nature of the item. 

Overview of the six months ended March 31, 2020

Our revenues decreased by approximately $2.7 million, or 8%, to $32.7 million for the six months ended March 31, 2020 as compared to $35.3 million for the six months ended March 31, 2019. The decrease in overall revenue for the six months ended March 31, 2020 as compared to the prior fiscal year six month period is substantially the result of an approximately $1.6 million decrease in our TS segment revenue combined with a $1.1 million decrease in our HPP segment revenue. The TS segment revenue for the six months ended March 31, 2020 is primarily impacted by a decrease of sales to a major customer in the U.K. Division, partially offset in the U.S. division by increased volume of product sales to two major customers and increased volume in managed services revenue. The HPP segment revenue for the six month period ended March 31, 2020 is primarily impacted by decreased combined Myricom and Multicomputer product sales of $1.4 million, partially offset by higher royalties recognized of approximately $0.2 million on high-speed processing boards and increased revenues from Multicomputer service of $0.1 million during the six months ended March 31, 2020 as compared to the six month period ended March 31, 2019. Our overall gross margin percentage increased to 26% of revenue for the six months ended March 31, 2020 from 23% of revenues for the six months ended March 31, 2019. Our operating loss decreased by approximately $0.3 million resulting in an operating loss of $0.5 million for the six months ended March 31, 2020 as compared to operating loss of $0.8 million for the six months ended March 31, 2019,  primarily as a result of increased service revenues in combination with improved service margins. Our provision for income tax was a tax expense of $1.1 million for the six months ended March 31, 2020 as compared to a tax benefit of $140 thousand for the six months ended March 31, 2019. The effective tax expense rate for the current period is (635)%. The negative rate is high due to the recording of a valuation allowance against deferred tax assets during the quarter, as the Company has concluded that it is more likely than not that a portion of its deferred tax assets will not be realized in light of recent results, the COVID-19 pandemic, and the resulting economic fallout. The current tax expense is net of federal tax benefits anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), to recover federal taxes paid in prior periods. The recording of a valuation allowance against deferred tax assets is a non-cash expense and the federal tax benefits will result in a cash refund.

The following table details our results of operations in dollars and as a percentage of sales for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

%

 

 

    

March 31, 2020

    

of sales

    

March 31, 2019

    

of sales

 

 

 

(Dollar amounts in thousands)

 

Sales

 

$

32,667

 

100

%  

$

35,330

 

100

%

Costs and expenses:

 

 

  

 

  

 

 

  

 

  

 

Cost of sales

 

 

24,153

 

74

%  

 

27,235

 

77

%

Engineering and development

 

 

1,388

 

 4

%  

 

1,526

 

 4

%

Selling, general and administrative

 

 

7,671

 

23

%  

 

7,325

 

21

%

Total costs and expenses

 

 

33,212

 

101

%  

 

36,086

 

102

%

Operating loss

 

 

(545)

 

(2)

%  

 

(756)

 

(2)

%

Other income

 

 

372

 

 1

%  

 

47

 

 —

%

Loss before income taxes

 

 

(173)

 

(1)

%  

 

(709)

 

(2)

%

Income tax expense (benefit)

 

 

1,099

 

 3

%  

 

(140)

 

 —

%

Net loss

 

$

(1,272)

 

(4)

%  

$

(569)

 

(2)

%

31

Table of Contents

Revenues

Our total revenues decreased by approximately $2.7 million to $32.7 million for the six months ended March 31, 2020 as compared to $35.3 million of revenues for the six months ended March 31, 2019.

TS segment revenue change was as follows for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease)

 

 

    

2020

    

2019

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

23,829

 

$

26,206

 

$

(2,377)

 

(9)

%

Services

 

 

6,322

 

 

5,484

 

 

838

 

15

%

Total

 

$

30,151

 

$

31,690

 

$

(1,539)

 

(5)

%

 

The decrease in TS segment product revenues of $2.4 million for the six months ended March 31, 2020 as compared to the prior year period is the result of a $2.9 million decrease in our U.K. division partially offset by an increase in product revenues of $0.5 million in our U.S. division. The $0.5 million increase in the U.S. division product revenues is the result of several large product orders and the $2.9 million decrease in the U.K. division product revenue is due to sales to one customer that did not reoccur in the current six month period ended March 31, 2020. The increase in TS segment service revenues of $0.8 million for the six month period ended March 31, 2020 as compared to the prior year period is primarily the result of an increase of $0.8 million in our U.S. division, comprised of a $1.0 million increase in managed service contract revenues, partially offset by a $0.2 million decrease in third party service revenues.

HPP segment revenue change was as follows for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

Increase (decrease)

 

 

 

2020

    

2019

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

1,689

 

$

3,108

 

$

(1,419)

 

(46)

%

Services

 

 

827

 

 

532

 

 

295

 

55

%

Total

 

$

2,516

 

$

3,640

 

$

(1,124)

 

(31)

%

 

The HPP product revenue decrease of $1.4 million during the six month period ended March 31, 2020 as compared to the prior year period is due to decreased Multicomputer product sales of $0.4 million and decreased Myricom sales of $1.0 million, which $0.5 million was related to a one time order that did not reoccur in the current period. The increase in HPP services revenues of approximately $0.3 million for the period is the result of an increase in royalty revenues on high-speed processing boards related to the E2D program during the six months ended March 31, 2020 as compared to the six months ended March 31, 2019.

 

Our revenues by geographic area, which is based on the customer location to which the products were shipped or services rendered, were as follows for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease

 

 

    

2020

    

%

    

2019

    

%

    

$

    

%

 

 

 

(Dollar amounts in thousands)

 

Americas

 

$

31,194

 

95

%  

$

31,836

 

90

%  

$

(642)

 

(2)

%

Europe

 

 

1,282

 

 4

%  

 

2,243

 

 6

%  

 

(961)

 

(43)

%

Asia

 

 

191

 

 1

%  

 

1,251

 

 4

%  

 

(1,060)

 

(85)

%

Totals

 

$

32,667

 

100

%  

$

35,330

 

100

%  

$

(2,663)

 

(8)

%

 

The $0.6 million decrease in the Americas revenues for the six months ended March 31, 2020 as compared to the six months ended March 31, 2019 is primarily due to decreased revenue by our TS U.K. division of $1.8 million and decreased revenue by HPP segment of $0.3 million, which is partially offset by an increase in the TS U.S. division of $1.5 million. The $1.0 million decrease in Europe revenue for the six month period ended March 31, 2020 as compared to the prior year period is primarily due to decreased sales by our TS U.K. division of $0.8 million and decreased sales in our

32

Table of Contents

HPP segment of $0.2 million for the six month period ended March 31, 2020 as compared to the prior fiscal year period. The $1.1 million decrease in Asia revenue for the six month period ended March 31, 2020 as compared to the prior year period is primarily due to decreased sales by our TS U.K. division of $0.5 million and decreased sales in our HPP segment of $0.6 million for the six month period ended March 31, 2020 as compared to the prior fiscal year period.

Gross Margins

Our gross margin ("GM") increased by $0.4 million to $8.5 million for the six months ended March 31, 2020 as compared to a gross margin of approximately $8.1 million for the six months ended March 31, 2019. The GM as a percentage of revenue increased to 26% for the six months ended March 31, 2020 from 23% for the six months ended March 31, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase (Decrease)

 

 

 

(Dollar amounts in thousands)

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

TS

 

$

7,180

 

24

%  

$

6,356

 

20

%  

$

824

 

 4

%

HPP

 

 

1,334

 

53

%  

 

1,739

 

48

%  

 

(405)

 

 5

%

Total

 

$

8,514

 

26

%  

$

8,095

 

23

%  

$

419

 

 3

%

 

The impact of product mix within our TS segment on gross margin for the six months ended March 31, 2020 and 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase (Decrease)

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

 

 

(Dollar amounts in thousands)

 

Products

 

$

3,379

 

14

%  

$

3,485

 

13

%  

$

(106)

 

 1

%

Services

 

 

3,801

 

60

%  

 

2,871

 

52

%  

 

930

 

 8

%

Total

 

$

7,180

 

24

%  

$

6,356

 

20

%  

$

824

 

 4

%

 

The overall TS segment gross margin as a percentage of sales increased to 24% for the six months ended March 31, 2020 from 20% for the six months ended March 31, 2019. The overall TS segment gross margin as a percentage of sales increase is primarily due to an increased service revenue margin.

The impact of product mix within our HPP segment on gross margin for the six months ended March 31, 2020 and 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

Increase (Decrease)

 

 

 

(Dollar amounts in thousands)

 

 

    

GM$

    

GM%

    

GM$

    

GM%

    

GM$

    

GM%

 

Products

 

$

576

 

34

%  

$

1,246

 

40

%  

$

(670)

 

(6)

%

Services

 

 

758

 

92

%  

 

493

 

93

%  

 

265

 

(1)

%

Total

 

$

1,334

 

53

%  

$

1,739

 

48

%  

$

(405)

 

 5

%

 

The overall HPP segment gross margin as a percentage of sales increased to 53% for the period from 48% in the same prior year period. The 5% increase in gross margin as a percentage of sales in the HPP segment is primarily attributed to an increase in services margin and offset by a decrease of product margin.

Operating Expenses

Engineering and Development Expenses

Engineering and development expenses decreased by approximately $0.1 million to $1.4 million for the six months ended March 31, 2020 as compared to $1.5 million for the six months ended March 31, 2019. This is primarily

33

Table of Contents

due to decreased employee and consulting expenses. The current period expenses were primarily for product engineering expenses incurred in connection with continued the development of the ARIA SDS cyber security products.

Selling, General and Administrative Expenses

The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended March 31, 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

% of

 

$ Increase

 

% Increase

 

 

    

2020

    

Total

    

2019

    

Total

    

 

    

 

 

 

 

(Dollar amounts in thousands)

 

By Operating Segment:

 

 

  

 

  

 

 

  

 

  

 

 

  

 

  

 

TS segment

 

$

5,438

 

71

%  

$

5,192

 

71

%  

$

246

 

 5

%

HPP segment

 

 

2,233

 

29

%  

 

2,133

 

29

%  

 

100

 

 5

%

Total

 

$

7,671

 

100

%  

$

7,325

 

100

%  

$

346

 

 5

%

 

SG&A expenses increased by approximately $0.3 million, or 5%, for the six months ended March 31, 2020 as compared to the six months ended March 31, 2019. The $0.2 million increase, or 5%, for the six months ended March 31, 2020 as compared to the six months ended March 31, 2019 in TS segment expenses is primarily attributed to increased payroll related expenses and an increased bad debt reserve. The $0.1 million increase, or 5%, for the six months ended March 31, 2020 as compared to the six months ended March 31, 2019 in HPP segment expenses is primarily due to increases in payroll expenses related to sales employees.

Other Income/Expenses

The following table details other income (expense) for the six months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

    

March 31, 2020

    

March 31, 2019

    

(Decrease)

 

 

 

(Amounts in thousands)

 

Interest expense

 

$

(112)

 

$

(48)

 

$

(64)

 

Interest income

 

 

336

 

 

121

 

 

215

 

Foreign exchange gain (loss)

 

 

144

 

 

(30)

 

 

174

 

Other income, net

 

 

 4

 

 

 4

 

 

 —

 

Total other income (expense), net

 

$

372

 

$

47

 

$

325

 

 

The $325 thousand increase to other income (expense) for the six months ended March 31, 2020 as compared to the six months ended March 31, 2019 is primarily driven by an increase in interest income of $215 thousand and an increase in foreign exchange gain of $174 thousand, partially offset by an increase of $64 thousand of interest expense.

The increase in interest income of $215 thousand is primarily related to agreements that have payment terms in excess of one year (see Note 6) from the TS-US segment.

Income Taxes

The income tax provision was $1.1 million for the six months ended March 31, 2020 compared to an income tax benefit of $0.1 million in the same period of 2019. The U.K. division did not have any tax expense in the second quarter of fiscal year 2020 due to its pension contribution and the utilization of a portion of its net tax operating loss. 

The income tax provision for the six month period is not comparable to the same period of the prior year due to the recording of a valuation allowance in the current period net of the impact of the federal tax benefits anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted CARES Act,

34

Table of Contents

to recover federal taxes paid in prior periods. The recording of a valuation allowance against deferred tax assets is a non-cash expense and the federal tax benefits will result in a cash refund.

Generally, fluctuations in the effective tax rate are primarily due to changes in our geographic pretax income resulting from our business mix and changes in the tax impact of permanent differences, other special items, and other discrete tax items, which may have unique tax implications depending on the nature of the item.

Liquidity and Capital Resources

Our primary source of liquidity is our cash and cash equivalents, which decreased by $2.9 million to $15.2 million as of March 31, 2020 from $18.1 million as of September 30, 2019. As of the date of this report, we have suspended our quarterly dividend until further economic clarity.

Our significant sources of cash for the six months ended March 31, 2020 included a decrease in accounts receivable of $2.4 million and a decrease in inventories of $1.1 million, and proceeds from debt of $2.0 million.

Our significant uses of cash for the six months ended March 31, 2020 included a decrease of accounts payable and accrued expenses of $6.4 million, dividends paid of $1.3 million, net payment on line of credit $0.9 million, and repayment of debt of $0.6 million. 

Cash held by our foreign subsidiary in the United Kingdom totaled approximately $9.9 million as of March 31, 2020 consists of 2.9 million Euros, 0.6 million British Pounds, and 6.0 million U.S. Dollars. This cash is included in our total cash and cash equivalents reported within the financial statements.

As of March 31, 2020 and September 30, 2019 the Company maintained a line of credit with a capacity of up to $20.0 million for inventory accessible to both the HPP and TS segments. This line of credit also includes availability of a limited cash withdrawal of up to $1.5 million. An amount of $18.4 million and $17.5 million were available as of March 31, 2020 and September 30, 2019, respectively. As of March 31, 2020 and September 30, 2019 there were no cash withdrawals outstanding.

If cash generated from operations is insufficient to satisfy working capital requirements, we may need to access funds through bank loans or other means. If we are unable to secure additional financing, we may not be able to complete development or enhancement of products, take advantage of future opportunities, respond to competition, retain key employees, or continue to effectively operate our business.

Following the end of the three month period ended March 31, 2020, on April 17, 2020, the Company and Modcomp, Inc., its wholly owned subsidiary (collectively, the “Borrowers”) each received a loan in the form of a promissory note from Paragon Bank (“Lender”) in the amounts of $827,000 and $1,353,600, respectively (the “SBA Loans”) under the Paycheck Protection Program, which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The SBA Loans have a two-year term and carry an annual fixed interest rate of 1%.  For additional information on the SBA Loans, see Note 17 in our Financial Statements contained in Part I, Item 1 of this Form 10-Q.

 

Based on our current plans and business conditions, management believes that the Company’s available cash and cash equivalents, the cash received from the SBA loans, the cash generated from operations, and availability on our line of credit will be sufficient to provide for the Company’s working capital and capital expenditure requirements for at least 12 months from the date of this report.

 

 

35

Table of Contents

Item 4.         Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Our Chief Executive Officer, our Chief Financial Officer and other members of our senior management team supervised and participated in this evaluation. The term “disclosure controls and procedures,” as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2020, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting.

During the six months ended March 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1A. Risk factors

Except as set forth below, there have been no other material changes to the risk factors set forth in  Item 1A under the heading “Risk Factors” in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.

Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may materially adversely affect our business, results of operations, cash flows and financial condition.

Pandemics, epidemics, or disease outbreaks, such as COVID-19 may cause harm to us, our employees, our clients, our vendors and supply chain partners, and financial institutions, which could have a material adverse effect on our business, results of operations, cash flows, and financial condition.  The impact of a pandemic, epidemic, or other disease outbreak, such as COVID-19, may include, but would not be limited to: (i) disruption to operations due to the unavailability of employees due to illness, quarantines, risk of illness, travel restrictions or factors that limit our existing or potential workforce; (ii) volatility in the demand for or availability of our products and services, (iii) inability to meet our customers’ needs due to disruptions in the manufacture, sourcing and distribution of our products and services, or (iv) failure of third parties on which we rely, including our suppliers, clients, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so. As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic on March 11, 2020, national, state, and local governments have taken actions such as declaring a state of emergency, social distancing guidelines, and shutting down certain businesses which are not considered essential in part or entirely. The Company has complied with such actions causing most employees to work remotely in all locations.   Such measures could have a material adverse effect on our business and future results.  

36

Table of Contents

Item 2. Purchases of equity securities

On November 13, 2007, the Board of Directors authorized the Company to purchase 250 thousand shares of its outstanding common stock.  On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350 thousand additional shares of the Company's outstanding common stock at market price.

 

On February 8, 2011, the Company’s Board of Directors authorized a new stock repurchase program, which authorized the Company to purchase up to 250,000 shares of its Common Stock. Shares of CSP Inc. may be repurchased on the open market at the discretion of management. Open market repurchases will be made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations. Below are the purchases that have been made for the six months ended March 31, 2020.

 

 

 

 

 

 

 

 

 

Period

Total number of shares purchased

 

Average price paid per share

 

Total number of shares purchased as part of publicly announced plans (1)

 

Maximum number that may yet be purchased under the repurchase plan

March 1-31, 2020

6,000

 

$

7.15

 

6,000

 

194,525

 

(1)

On March 11, 2020, the Company announced the commencement of purchases under our stock repurchase program, which was originally authorized and announced February 8, 2011. This program originally allowed the Company to purchase up to 250,000 shares of its Common Stock. As of the March 11, 2020 announcement, 200,525 shares of Common Stock were available to be repurchased under the stock repurchase program. The program does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason. As of the date of this report, we have suspended our stock repurchase program until further economic clarity.

 

Item 6.         Exhibits

 

 

 

Number

   

Description

31.1*

 

Rule 13(a)‑14(a) / 15d‑14(a) Certification of Chief Executive Officer

 

 

 

31.2*

 

Rule 13(a)‑14(a) / 15d‑14(a) Certification of Chief Financial Officer

 

 

 

32.1*

 

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101*

 

Interactive Data Files regarding (a) our Consolidated Balance Sheets as of March 31, 2020 and September 30, 2019, (b) our Consolidated Statements of Income for the three and six months ended March 31, 2020 and 2019, (c) our Consolidated Statements of Comprehensive Loss for the three and six months ended March 31, 2020 and 2019, (d) our Consolidated Statement of Shareholders’ Equity for the three and six months ended Mach 31, 2020 and 2019, (e) our Consolidated Statements of Cash Flows for the six months ended March 31, 2020 and 2019 and (f) the Notes to such Consolidated Financial Statements.


*   Filed Herewith

37

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CSP INC.

 

 

 

May 14, 2020

By:

/s/ Victor Dellovo

 

 

Victor Dellovo

 

 

Chief Executive Officer,

 

 

President and Director

 

 

 

May 14, 2020

By:

/s/ Gary W. Levine

 

 

Gary W. Levine

 

 

Chief Financial Officer

 

38

cspi_Ex31_1

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Victor Dellovo, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of CSP Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Ugust 7

May 14, 2020

 

 /s/ Victor Dellovo

Victor Dellovo

Chief Executive Officer;

President and Director

 

cspi_Ex31_2

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gary W. Levine, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of CSP Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

May 14, 2020

 

 /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

 

cspi_Ex32_1

Exhibit 32.1

 

18 U.S.C. Section 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of CSP Inc. (the “Company”) for the three and six months ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned Chief Executive Officer, President and Chairman and Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

May 14, 2020

By: 

/s/ Victor Dellovo

 

 

Victor Dellovo

 

 

Chief Executive Officer;

 

 

President and Director

 

 

May 14, 2020

By: 

/s/ Gary W. Levine

 

 

Gary W. Levine

 

 

Chief Financial Officer

 

v3.20.1
Subsequent Events (Details) - Small Business Administration Loans - Subsequent Event
Apr. 17, 2020
USD ($)
Subsequent Event [Line Items]  
Amount of loan $ 827,000
Term of Loan 2 years
Interest rate 1.00%
Period of the first disbursement of the SBA Loans 56 days
Modcomp Inc  
Subsequent Event [Line Items]  
Amount of loan $ 1,353,600
v3.20.1
Dividends (Details) - $ / shares
3 Months Ended 6 Months Ended
Mar. 13, 2020
Feb. 12, 2020
Jan. 15, 2020
Dec. 10, 2019
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Equity [Abstract]                
Cash dividends declared   $ 0.15   $ 0.15        
Common Stock, Dividends, Per Share, Cash Paid $ 0.15   $ 0.15   $ 0.15 $ 0.15 $ 0.30 $ 0.30
v3.20.1
Pension and Retirement Plans - Fair value of the assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets $ 8,107 $ 8,238
Level 1    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets 8,107 8,238
Cash on deposit    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets 179 279
Cash on deposit | Level 1    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets 179 279
Pooled funds    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets 7,928 7,959
Pooled funds | Level 1    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Plan Assets $ 7,928 $ 7,959
v3.20.1
Earnings Per Share of Common Stock - Basic and diluted earnings per share computations (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]        
Net loss $ (732) $ (619) $ (1,272) $ (569)
Net loss attributable to common stockholders $ (732) $ (619) $ (1,272) $ (569)
Weighted average total shares outstanding – basic 4,036 4,015 3,999 3,898
Weighted average number of common shares outstanding – basic 4,036 4,015 3,999 3,898
Weighted average common shares outstanding – diluted 4,036 4,015 3,999 3,898
Net loss per share - basic $ (0.18) $ (0.15) $ (0.32) $ (0.15)
Net loss per share - diluted $ (0.18) $ (0.15) $ (0.32) $ (0.15)
v3.20.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Current assets:    
Cash and cash equivalents $ 15,242 $ 18,099
Accounts receivable, net of allowances of $236 and $138 12,840 15,114
Investment in lease, net-current portion 399  
Investment in lease, net-current portion   367
Inventories 6,430 7,818
Refundable income taxes 656 487
Other current assets 5,122 4,649
Total current assets 40,689 46,534
Property, equipment and improvements, net 1,270 1,273
Operating lease right-of-use assets 2,131  
Intangibles, net 32 37
Investment in lease, net-less current portion 207  
Investment in lease, net-less current portion   417
Long-term receivable 5,151 5,328
Deferred income taxes   1,946
Cash surrender value of life insurance 3,884 3,718
Other assets 147 116
Total assets 53,511 59,369
Current liabilities:    
Accounts payable and accrued expenses 10,435 16,175
Line of credit 1,584 2,459
Notes payable - current portion 703 317
Deferred revenue 1,379 741
Pension and retirement plans 337 335
Total current liabilities 14,438 20,027
Pension and retirement plans 6,952 6,904
Notes payable - noncurrent portion 1,771 684
Operating lease liabilities - noncurrent portion 1,529  
Income taxes payable   694
Other noncurrent liabilities 379 632
Total liabilities 25,069 28,941
Shareholders’ equity:    
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,254 and 4,154 shares, respectively 43 42
Additional paid-in capital 16,300 15,733
Retained earnings 24,668 27,246
Accumulated other comprehensive loss (12,569) (12,593)
Total shareholders’ equity 28,442 30,428
Total liabilities and shareholders’ equity $ 53,511 $ 59,369
v3.20.1
Leases - Narrative (Details)
6 Months Ended
Mar. 31, 2020
USD ($)
Leases  
One single lease component true
Number of lease arrangements entered into but have not commenced 0
Finance Lease, Right-of-Use Asset $ 0
v3.20.1
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated other comprehensive loss
Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Adoption of ASU 2014-09     $ 158   $ 158
Beginning Balance (in Shares) at Sep. 30, 2018 4,017        
Beginning Balance at Sep. 30, 2018 $ 40 $ 14,661 29,926 $ (10,825) 33,802
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss     (569)   (569)
Other comprehensive gain (loss)       2 2
Exercise of stock options $ 1 3     4
Exercise of stock options (in shares) 1        
Stock-based compensation   384     384
Restricted stock issuance $ 1       1
Restricted stock issuance (in shares) 106        
Issuance of shares under employee stock purchase plan   117     117
Issuance of shares under employee stock purchase plan (in shares) 13        
Cash dividends paid on common stock     (1,224)   (1,224)
Ending Balance (in Shares) at Mar. 31, 2019 4,137        
Ending Balance at Mar. 31, 2019 $ 42 15,165 28,291 (10,823) 32,675
Beginning Balance (in Shares) at Dec. 31, 2018 4,018        
Beginning Balance at Dec. 31, 2018 $ 41 14,842 29,531 (10,995) 33,419
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss     (619)   (619)
Other comprehensive gain (loss)       172 172
Stock-based compensation   206     206
Restricted stock issuance $ 1       1
Restricted stock issuance (in shares) 106        
Issuance of shares under employee stock purchase plan   117     117
Issuance of shares under employee stock purchase plan (in shares) 13        
Cash dividends paid on common stock     (621)   (621)
Ending Balance (in Shares) at Mar. 31, 2019 4,137        
Ending Balance at Mar. 31, 2019 $ 42 15,165 28,291 (10,823) $ 32,675
Beginning Balance (in Shares) at Sep. 30, 2019 4,154       4,154
Beginning Balance at Sep. 30, 2019 $ 42 15,733 27,246 (12,593) $ 30,428
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss     (1,272)   (1,272)
Other comprehensive gain (loss)       24 24
Exercise of stock options   2     2
Stock-based compensation   455     455
Restricted stock issuance $ 1       1
Restricted stock issuance (in shares) (97)        
Issuance of shares under employee stock purchase plan   110     110
Issuance of shares under employee stock purchase plan (in shares) 9        
Purchase of common stock     (43)   $ (43)
Purchase of common stock (in shares) (6)       (6)
Cash dividends paid on common stock     (1,263)   $ (1,263)
Ending Balance (in Shares) at Mar. 31, 2020 4,254       4,254
Ending Balance at Mar. 31, 2020 $ 43 16,300 24,668 (12,569) $ 28,442
Beginning Balance (in Shares) at Dec. 31, 2019 4,154        
Beginning Balance at Dec. 31, 2019 $ 42 15,940 26,083 (12,267) 29,798
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss     (732)   (732)
Other comprehensive gain (loss)       (302) (302)
Stock-based compensation   250     250
Restricted stock issuance $ 1       1
Restricted stock issuance (in shares) 97        
Issuance of shares under employee stock purchase plan   110     110
Issuance of shares under employee stock purchase plan (in shares) 9        
Purchase of common stock     (43)   (43)
Purchase of common stock (in shares) (6)        
Cash dividends paid on common stock     (640)   $ (640)
Ending Balance (in Shares) at Mar. 31, 2020 4,254       4,254
Ending Balance at Mar. 31, 2020 $ 43 $ 16,300 $ 24,668 $ (12,569) $ 28,442
v3.20.1
Earnings Per Share of Common Stock (Tables)
6 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Schedule of basic and diluted earnings per share computations

Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

March 31, 

 

March 31, 

 

March 31, 

 

March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

 

 

(Amounts in thousands except per share data)

 

Net loss

 

$

(732)

  

$

(619)

 

 

(1,272)

  

 

(569)

 

Less: net income attributable to nonvested common stock

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Net loss attributable to common stockholders

 

$

(732)

  

$

(619)

 

$

(1,272)

  

$

(569)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average total shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Less: weighted average non–vested shares outstanding

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average number of common shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Potential common shares from non–vested stock awards and the assumed exercise of stock options

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average common shares outstanding – diluted

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

Net loss per share – diluted

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

 

v3.20.1
Fair Value of Financial Assets and Liabilities
6 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities

15.          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) or non-recurring basis as of March 31, 2020 or September 30, 2019.

 

To estimate fair value of the financial instruments below, quoted market prices are used when available and classified within Level 1. If this data is not available, we use observable market-based inputs to estimate fair value, which are classified within Level 2. If the preceding information is unavailable, we use internally generated data to estimate fair value which is classified within Level 3.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020

 

 

As of September 30, 2019

 

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Fair Value Level

 

Reference

 

 

(Amounts in thousands)

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

15,242

 

$

15,242

 

$

18,099

 

$

18,099

 

1

 

Consolidated Balance Sheets

Accounts & long-term receivable*

 

6,838

 

 

6,838

 

 

7,087

 

 

7,087

 

3

 

Note 6

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

2,474

 

 

2,474

 

 

1,001

 

 

1,001

 

2

 

Note 9

 

*Original maturity over one year

 

Cash and cash equivalents

Carrying amount approximated fair value.

 

Accounts and long-term receivable with original maturity over one year

Fair value was estimated by discounting future cash flows based on the current rate with similar terms.

 

Notes Payable

Fair value was estimated based on quoted market prices.

 

Fair value of accounts receivable with an original maturity of one year or less and accounts payable was not materially different from their carrying values at March 31, 2020 and September 30, 2019.

v3.20.1
Pension and Retirement Plans (Tables)
6 Months Ended
Mar. 31, 2020
Retirement Benefits [Abstract]  
Schedule of Net Benefit Costs

The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

66

 

$

 4

 

$

70

 

$

92

 

$

 6

 

$

98

Expected return on plan assets

 

 

(74)

 

 

 —

 

 

(74)

 

 

(78)

 

 

 

 

(78)

Amortization of past service costs

 

 

 2

 

 

 —

 

 

 2

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

48

 

 

 1

 

 

49

 

 

38

 

 

(1)

 

 

37

Net periodic benefit cost

 

$

42

 

$

 5

 

$

47

 

$

52

 

$

 5

 

$

57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

 9

 

$

 9

 

$

 —

 

$

 9

 

$

 9

Interest cost

 

 

 —

 

 

11

 

 

11

 

 

 —

 

 

13

 

 

13

Amortization of net gain (loss)

 

 

 —

 

 

 6

 

 

 6

 

 

 —

 

 

(5)

 

 

(5)

Net periodic cost

 

$

 —

 

$

26

 

$

26

 

$

 —

 

$

17

 

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

132

 

$

 8

 

$

140

 

$

183

 

$

12

 

$

195

Expected return on plan assets

 

 

(148)

 

 

 —

 

 

(148)

 

 

(155)

 

 

 —

 

 

(155)

Amortization of past service costs

 

 

 4

 

 

 —

 

 

 4

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

96

 

 

 2

 

 

98

 

 

76

 

 

(2)

 

 

74

Net periodic benefit cost

 

$

84

 

$

10

 

$

94

 

$

104

 

$

10

 

$

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

19

 

$

19

 

$

 —

 

$

17

 

$

17

Interest cost

 

 

 —

 

 

23

 

 

23

 

 

 —

 

 

26

 

 

26

Amortization of net gain (loss)

 

 

 —

 

 

12

 

 

12

 

 

 —

 

 

(9)

 

 

(9)

Net periodic cost

 

$

 —

 

$

54

 

$

54

 

$

 —

 

$

34

 

$

34

 

Schedule of fair value of Plan Assets

The fair value of the assets held by the U.K. pension plan by asset category are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Values as of

 

 

March 31, 2020

 

September 30, 2019

 

 

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

 

$

179

 

$

179

 

$

 —

 

$

 —

 

$

279

 

$

279

 

$

 —

 

$

 —

Pooled funds

 

 

7,928

 

 

7,928

 

 

 —

 

 

 —

 

 

7,959

 

 

7,959

 

 

 —

 

 

 —

Total plan assets

 

$

8,107

 

$

8,107

 

$

 —

 

$

 —

 

$

8,238

 

$

8,238

 

$

 —

 

$

 —

 

v3.20.1
Basis of Presentation - Narrative (Details)
6 Months Ended
Mar. 31, 2020
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of Operating Segments 2
v3.20.1
Income Taxes
6 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

 

 

 

11.            Income Taxes

 

Income tax expense was $1.2 million for the three months ended March 31, 2020 compared to an income tax benefit of $142 thousand in the same period of 2019. The income tax expense for the six months ended March 31, 2020 was $1.1 million and the income tax benefit for the same period of the prior year was $140 thousand.

The current quarter and year to date income tax expense reflects the recording of a valuation allowance against deferred tax assets during the quarter, as the Company has concluded that it is more likely than not that a portion of its deferred tax assets will not be realized in light of recent results, the novel coronavirus (“COVID-19”) pandemic, and the resulting economic fallout. The current quarter and year to date income tax expense is net of federal tax benefits anticipated from the carryback of current and prior period federal net operating losses, as allowed under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), to recover federal taxes paid in prior periods. The 2019 year to date income tax benefit reflected the benefit of prior year losses. 

The provisions above are estimates, and accordingly, changes to these estimates will be recorded in subsequent periods as more information and guidance becomes available.

v3.20.1
Inventories
6 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Inventories

7.            Inventories

Inventories consist of the following:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30,

 

    

2020

    

2019

 

 

(Amounts in thousands)

Raw materials

 

$

828

 

$

671

Work-in-process

 

 

477

 

 

93

Finished goods

 

 

5,125

 

 

7,054

Total

 

$

6,430

 

$

7,818

 

v3.20.1
Recent Accounting Pronouncements
6 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Recent Accounting Pronouncements

3.            Recent Accounting Pronouncements

Accounting standards adopted in fiscal year 2020

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842), an amendment of the FASB Accounting Standards Codification. This ASU requires lessees to recognize a right-of-use asset and lease liability for most lease arrangements, which excludes leases that meet the definition of a short-term lease. The Company adopted this standard on October 1, 2019 using a modified retrospective transition method with an adjustment to the assets and liabilities on the Consolidated Balance Sheet with no adjustment to any prior period. Additionally, prior comparative periods were not restated. A package of three practical expedients that is applicable to all leases as lessee or lessor was adopted. This includes not reassessing whether any expired or existing contracts contain leases, not reassessing lease classification for any expired or existing leases, and not reassessing initial direct cost for any existing lease under ASC Topic 840. The Company also elected the practical expedient as a lessee to not separate lease and non-lease components for operating leases. The statement of operations for three and six months ended March 31, 2020 was not materially affected. However, there was a material impact on the Company’s consolidated balance sheet as of March 31, 2020 due to the recognition of right-of-use assets and lease liabilities for operating leases, which is shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

ASC 842

 

As of

 

    

September 30, 2019

    

Adjustment

    

October 1, 2019

 

 

(In thousands)

Assets:

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

 —

 

$

2,448

 

$

2,448

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

16,175

 

 

665

 

 

16,840

Operating lease liabilities - noncurrent portion

 

 

 —

 

 

1,783

 

 

1,783

 

In February 2018, the FASB issued ASU 2018‑02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allow a reclassification from accumulated other comprehensive income (loss) (“AOCI”) to retained earnings for stranded tax effects resulting from the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts at the date of enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Beginning October 1, 2019, the Company adopted the ASU and it did not have a material impact on our consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018‑07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, an amendment of the FASB Accounting Standards Codification. Under this ASU companies will no longer be required to value non-employee awards differently from employee awards, but the accounting remains different for attribution and a contractual term election for valuing nonemployee equity share options. Equity-classified awards to nonemployees will now be measured at the grant date using fair value of the equity instruments the company is obligated to issue and recognition is associated with the probable outcome. Awards are subsequently measured using stock compensation guidance unless they are modified after the nonemployee stops providing goods or services. Existing disclosure requirements within the stock compensation guidance also apply to nonemployee awards. For public entities, the new standard is effective for annual periods beginning after December 15, 2018, including interim periods within that fiscal year. Beginning October 1, 2019, the Company adopted the ASU and it did not have a material impact on our consolidated financial statements.

New accounting standards not adopted as of March 31, 2020

In June 2016, the FASB issued ASU 2016‑13, Financial Instruments-Credit Losses (Topic 326), an amendment of the FASB Accounting Standards Codification. This ASU will change how entities account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. Additionally, there will be a significant increase in the amount of disclosures by year of origination for certain financing receivables. For public entities, the new standard is effective for annual periods beginning after December 15, 2019, including interim periods within that annual period. The Company is evaluating the effect that ASU 2016‑13 will have on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018‑14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715‑20), Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, an amendment of the FASB Accounting Standards Codification. Under this ASU existing disclosures not considered cost beneficial are removed, disclosures identified as relevant are added, and there is added clarification regarding specific existing disclosures. For public entities, the new standard is effective for annual periods beginning after December 15, 2020. The Company is evaluating the effect that ASU 2018‑14 will have on its consolidated financial statements and related disclosures.

v3.20.1
Notes Payable and Line of Credit - Notes Payable (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2019
Sep. 30, 2019
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Note payable            
Borrowings         $ 2,037  
Notes payable            
Note payable            
Borrowings $ 2,000 $ 1,000        
Interest rate 5.10% 5.00%        
Interest Expense, Debt     $ 31 $ 0 $ 63 $ 0
Notes Payable       $ 0   $ 0
v3.20.1
Leases - Minimum lease payments under ASC 840 - Lessee Operating Lease (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Operating leases  
2020 (full year) $ 475
2021 173
2022 58
2023 43
Total $ 749
v3.20.1
Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss are as follows:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30, 

 

    

2020

    

2019

 

 

(Amounts in thousands)

Cumulative effect of foreign currency translation

 

$

(5,087)

 

$

(5,111)

Cumulative unrealized loss on pension liability

 

 

(7,482)

 

 

(7,482)

Accumulated other comprehensive loss

 

$

(12,569)

 

$

(12,593)

 

v3.20.1
Recent Accounting Pronouncements - New Accounting Pronouncements (Details)
6 Months Ended
Oct. 01, 2019
Mar. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
One single lease component   true
Accounting Standards Update 2016-02    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Lease, Practical Expedients, Package true  
One single lease component true  
v3.20.1
Accounts and Long Term Receivable
6 Months Ended
Mar. 31, 2020
Receivables [Abstract]  
Accounts and Long Term Receivable

6.            Accounts and Long-Term Receivable

Within accounts receivable and long-term receivable there are amounts due reflecting sales whose payment terms exceed one year. This financing is separate from agreements with a leasing component, see Note 8 for financing through leases. These receivables are included in Accounts Receivable and Long-Term Receivable in the amount of $1.9 million and $4.9 million as of March 31, 2020. These receivables are included in Accounts Receivable and Long-Term Receivable in the amount of $2.1 million and $5.0 million as of September 30, 2019, respectively. The receivables with a payment term exceeding one year carry a weighted interest rate of 6.9%, which reflects the approximate interest rate consistent with a separate financing transaction with the customer at the inception of the agreement. 

 

There is not an allowance for credit losses nor impairments for accounts and long-term receivables with a contractual maturity of over one year. All accounts have no past amounts due as of March 31, 2020 or September 30, 2019. There was no activity in the allowance for credit losses of these receivables for the three and six months ended March 31, 2020 and March 31, 2019, respectively. All these agreements are looked at as one portfolio in determining credit losses. There are various factors that are considered in extending a customer payment terms longer than one year including payment history, economic conditions, and capacity to pay. The credit quality of customers is monitored by payment activity. The unearned income represents a rate similar to market at the inception of the agreement.

 

The amount of interest income earned from this type of agreement for the three and six months ended March 31, 2020 was $114 thousand and $230 thousand, respectively. The amount of interest income earned from this type of agreement for the three and six months ended March 31, 2019 was $1 thousand and $1 thousand, respectively. Interest income from these agreements is recorded in Other income, net on the Consolidated Statements of Operations.

 

Receivables whose payment terms exceed one year are placed on nonaccrual 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 nonaccrual status the payment is first applied to interest and then principal. Recording interest income resumes once no reasonable doubt exists regarding collecting all interest and principal. 

 

Contractual maturities of outstanding financing with an original contractual maturity over one year are as follows:

 

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (remaining 6 months)

 

$

2,024

2021

 

 

2,258

2022

 

 

1,880

2023

 

 

1,423

    Total payments

 

 

7,585

    Less: unearned income

 

 

747

      Total, net of unearned income

 

$

6,838

 

v3.20.1
Use of Estimates
6 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Use of Estimates

2.            Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are related to reserves for bad debt, reserves for inventory obsolescence, the impairment assessment of intangible assets, right-of-use assets and lease liabilities, and the calculation of standalone selling price for revenue recognition, the calculation of liabilities related to deferred compensation and retirement plans and the calculation of income tax liabilities. Actual results may differ from those estimates under different assumptions or conditions.

v3.20.1
Pension and Retirement Plans
6 Months Ended
Mar. 31, 2020
Retirement Benefits [Abstract]  
Pension and Retirement Plans

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 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 consolidated balance sheets.

The Company’s pension plan in the U.K. is the only plan with plan assets. The plan assets consist of an investment in a commingled fund which in turn comprises a diversified mix of assets including corporate equity securities, government securities and corporate debt securities.

 

The components of net periodic benefit costs related to the U.S. and U.K. plans are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

66

 

$

 4

 

$

70

 

$

92

 

$

 6

 

$

98

Expected return on plan assets

 

 

(74)

 

 

 —

 

 

(74)

 

 

(78)

 

 

 

 

(78)

Amortization of past service costs

 

 

 2

 

 

 —

 

 

 2

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

48

 

 

 1

 

 

49

 

 

38

 

 

(1)

 

 

37

Net periodic benefit cost

 

$

42

 

$

 5

 

$

47

 

$

52

 

$

 5

 

$

57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

 9

 

$

 9

 

$

 —

 

$

 9

 

$

 9

Interest cost

 

 

 —

 

 

11

 

 

11

 

 

 —

 

 

13

 

 

13

Amortization of net gain (loss)

 

 

 —

 

 

 6

 

 

 6

 

 

 —

 

 

(5)

 

 

(5)

Net periodic cost

 

$

 —

 

$

26

 

$

26

 

$

 —

 

$

17

 

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 

 

 

2020

 

2019

 

    

U.K.

    

U.S.

    

Total

    

U.K.

    

U.S.

    

Total

 

 

(Amounts in thousands)

Pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

132

 

$

 8

 

$

140

 

$

183

 

$

12

 

$

195

Expected return on plan assets

 

 

(148)

 

 

 —

 

 

(148)

 

 

(155)

 

 

 —

 

 

(155)

Amortization of past service costs

 

 

 4

 

 

 —

 

 

 4

 

 

 —

 

 

 —

 

 

 —

Amortization of net gain (loss)

 

 

96

 

 

 2

 

 

98

 

 

76

 

 

(2)

 

 

74

Net periodic benefit cost

 

$

84

 

$

10

 

$

94

 

$

104

 

$

10

 

$

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post Retirement:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Service cost

 

$

 —

 

$

19

 

$

19

 

$

 —

 

$

17

 

$

17

Interest cost

 

 

 —

 

 

23

 

 

23

 

 

 —

 

 

26

 

 

26

Amortization of net gain (loss)

 

 

 —

 

 

12

 

 

12

 

 

 —

 

 

(9)

 

 

(9)

Net periodic cost

 

$

 —

 

$

54

 

$

54

 

$

 —

 

$

34

 

$

34

 

 

The fair value of the assets held by the U.K. pension plan by asset category are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Values as of

 

 

March 31, 2020

 

September 30, 2019

 

 

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

 

$

179

 

$

179

 

$

 —

 

$

 —

 

$

279

 

$

279

 

$

 —

 

$

 —

Pooled funds

 

 

7,928

 

 

7,928

 

 

 —

 

 

 —

 

 

7,959

 

 

7,959

 

 

 —

 

 

 —

Total plan assets

 

$

8,107

 

$

8,107

 

$

 —

 

$

 —

 

$

8,238

 

$

8,238

 

$

 —

 

$

 —

 

v3.20.1
Leases - Lessor- Future minimum lease payments receivable -840 (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Future minimum lease payments receivable  
2020 (full year) $ 451
2021 356
2022 67
2023 12
2024 3
Minimum lease payments including interest 889
Amount representing interest (105)
Minimum lease payments excluding interest $ 784
v3.20.1
Leases - Weighted-average discount rate (Details)
Mar. 31, 2020
Leases  
Weighted-average discount rate operating leases 4.00%
Weighted-average discount rate finance leases 6.20%
v3.20.1
Repurchase of Common Stock (Details) - shares
shares in Thousands
6 Months Ended
Mar. 31, 2020
Feb. 08, 2011
Feb. 03, 2009
Nov. 13, 2007
Repurchase Of Common Stock [Abstract]        
Shares Authorized for repurchase   250 350 250
Shares repurchased 6      
Remaining shares authorized to repurchase 195      
v3.20.1
Pension and Retirement Plans - Components of net periodic benefit costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Pension        
Pension:        
Interest cost $ 70 $ 98 $ 140 $ 195
Expected return on plan assets (74) (78) (148) (155)
Amortization of:        
Amortization of past service costs 2   4  
Amortization of net gain (loss) 49 37 98 74
Net periodic benefit cost 47 57 94 114
Post Retirement        
Pension:        
Service cost 9 9 19 17
Interest cost 11 13 23 26
Amortization of:        
Amortization of net gain (loss) 6 (5) 12 (9)
Net periodic benefit cost 26 17 54 34
U.S. | Pension        
Pension:        
Interest cost 4 6 8 12
Amortization of:        
Amortization of net gain (loss) 1 (1) 2 (2)
Net periodic benefit cost 5 5 10 10
U.S. | Post Retirement        
Pension:        
Service cost 9 9 19 17
Interest cost 11 13 23 26
Amortization of:        
Amortization of net gain (loss) 6 (5) 12 (9)
Net periodic benefit cost 26 17 54 34
U.K. | Pension        
Pension:        
Interest cost 66 92 132 183
Expected return on plan assets (74) (78) (148) (155)
Amortization of:        
Amortization of past service costs 2   4  
Amortization of net gain (loss) 48 38 96 76
Net periodic benefit cost $ 42 $ 52 $ 84 $ 104
v3.20.1
Segment Information - Major customers (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Sep. 30, 2019
Segment Reporting Information [Line Items]          
Customer Revenues $ 16,095 $ 16,350 $ 32,667 $ 35,330  
Accounts Receivable | Customer Concentration Risk          
Segment Reporting Information [Line Items]          
% of Total Revenues     10.00%    
Customer A | Sales Revenue, Net [Member] | Customer Concentration Risk          
Segment Reporting Information [Line Items]          
Customer Revenues $ 500 $ 1,700 $ 3,100 $ 3,000  
% of Total Revenues 3.00% 11.00% 10.00% 9.00%  
Customer B | Sales Revenue, Net [Member] | Customer Concentration Risk          
Segment Reporting Information [Line Items]          
Customer Revenues $ 2,000 $ 1,000 $ 3,800 $ 2,000  
% of Total Revenues 13.00% 6.00% 12.00% 6.00%  
Customer B | Accounts Receivable | Customer Concentration Risk          
Segment Reporting Information [Line Items]          
Accounts receivable, gross $ 5,600   $ 5,600   $ 7,400
% of Total Revenues     31.00%   36.00%
v3.20.1
Earnings Per Share of Common Stock - Anti-dilutive (Details) - shares
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]        
Non-vested restricted stock awards shares were excluded from the diluted loss per share calculation 204,000 184,000 197,000 167,000
v3.20.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Statement of Financial Position [Abstract]    
Allowances (in Dollars) $ 236 $ 138
Common stock par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 7,500 7,500
Common stock, shares issued 4,254 4,154
Common stock, shares outstanding 4,254 4,154
v3.20.1
Leases - Right of use assets and lease liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Oct. 01, 2019
Assets:    
Operating leases $ 2,131 $ 2,448
Lease receivable - current 399 367
Lease receivable - noncurrent 207 417
Total lease receivable 606 784
Liabilities    
Current operating lease liabilities $ 667 746
Current operating lease liabilities, Statement of Financial Position us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent  
Non-current operating lease liabilities $ 1,529 1,783
Total operating lease liabilities 2,196 2,529
Current finance lease liabilities $ 343 333
Current finance lease liabilities, Statement of Financial Position us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent  
Non-current finance lease liabilities $ 152 326
Non-current finance lease liabilities, Statement of Financial Position us-gaap:OtherLiabilitiesNoncurrent  
Total finance lease liabilities $ 495 $ 659
v3.20.1
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Mar. 13, 2020
Jan. 15, 2020
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]            
Common Stock, Dividends, Per Share, Cash Paid $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.30 $ 0.30
v3.20.1
Revenue (Tables)
6 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregated Revenue

See disaggregated revenues below by products/services and geography.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,167

 

$

11,351

 

$

12,273

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Finance *

 

 

 

 

 

 

23

 

 

23

 

 

23

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,375

 

$

1,888

 

$

10,303

 

$

12,191

 

$

13,566

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Finance *

 

 

 

 

 

 

37

 

 

37

 

 

37

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,043

 

$

23,780

 

$

25,469

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Finance *

 

 

 

 

 

 

49

 

 

49

 

 

49

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

3,108

 

$

3,620

 

$

22,513

 

$

26,133

 

$

29,241

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Finance *

 

 

 

 

 

 

73

 

 

73

 

 

73

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

*     Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606).

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

For these contracts the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020 is mainly related to managed service contracts and is set forth in the table below:

 

 

 

 

 

 

    

(Amounts in thousands)

Fiscal 2020 (remaining 6 months)

 

$

1,030

Fiscal 2021

 

 

1,316

Fiscal 2022

 

 

602

Fiscal 2023

 

 

191

Fiscal 2024

 

 

30

 

 

$

3,169

 

v3.20.1
Dividends
6 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Dividends

14.          Dividends

On February 12, 2020, the Company’s board of directors declared a cash dividend of $0.15 per share which was paid on March 13, 2020 to shareholders of record as of February 28, 2020, the record date.

On December 10, 2019, the Company’s board of directors declared a cash dividend of $0.15 per share which was paid on January 15, 2020 to shareholders of record as of December 31, 2019, the record date.

v3.20.1
Leases
6 Months Ended
Mar. 31, 2020
Leases  
Leases

8.     Leases

Lessee

At the inception of an arrangement, the Company determines whether the arrangement contains a lease. This includes arrangements with goods and services to determine if there is an embedded lease. An arrangement containing a lease would allow the Company the right to control an implicitly or explicitly identified asset. If there is a lease in an arrangement, the classification is determined at inception of the arrangement. Certain leases may contain transfer of ownership or an option to purchase the underlying asset. The most relevant criterion for our lease classification is transfer of ownership, which if included in the arrangement makes the lease a finance lease rather than an operating lease.

The discount rate used to assess classification is the incremental borrowing rate at the commencement date due to the implicit rate not being readily determinable. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The lease term includes periods where we are reasonably certain we will exercise the renewal option. The Company has elected not to apply Subtopic ASC 842-25 to short-term leases, which are defined as a lease that has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Therefore, there are no right-of-use assets or lease liabilities related to short-term leases in the Consolidated Balance Sheets and the lease payments are expensed on a straight-line basis over the lease term. Leases are typically not able to be terminated without penalty. None of our lease arrangements contain residual value guarantees, restrictions, or covenants. None of the Company’s current leases are with related parties. There are no lease arrangements that we have entered into as of March 31, 2020 that have not yet commenced.

Operating leases

The Company has operating leases for office space, data centers, and other information technology equipment under various leases. Operating lease right-of-use assets and liabilities are recognized at the commencement date using the present value of the fixed lease payments over the lease term. We do not have leases with variable consideration. The incremental borrowing rate is used in determining present value. Certain operating leases, primarily office space and IT equipment, have an option to extend the lease. Renewal periods related to certain lease agreements related to office buildings are included in the lease term for lease accounting.

The Company has operating lease agreements with lease components (e.g. fixed payments including rent, real estate taxes, and insurance costs) as well as nonlease components (e.g. common-area maintenance, colocation services). The Company has elected to account for lease and nonlease components as one single lease component for all classes of assets. Lease expense is recognized on a straight-line basis over the lease term.

Finance leases

The Company has finance leases for information technology equipment and subleases all this equipment (see Lessor section below for details). All finance leases transfer ownership to the Company, which meets the criterion to be a finance lease. Due to our finance leases being subleases, there is no finance right-of-use assets. However, there is a net investment in lease in the Consolidated Balance Sheets.

Lessor

The Company is a lessor, but only as a sublessor. The process for identifying and classifying a lease is similar to the process described above in the lessee section. Additionally, the most relevant criteria to classification is transfer of ownership and present value of the total lease payments in relation to fair value of the underlying asset. The Company as a lessor has both sales-type and direct financing leases. The Company as a lessor does not have operating leases. All the Company’s sublease agreements are bundled agreements containing managed services, software, and other services. The fixed payments under bundled agreements are allocated based on the relative standalone selling prices of the lease and non-lease deliverables are consistent with ASC 606. The allocation of the fixed payments may be calculated using a budgeted cost-plus margin approach if there are other services in addition to managed services. Due to the complex nature of these contracts, there is significant judgment in allocating the fixed payments. There is no variable consideration in these agreements. The discount rate used as a lessor pertaining to the lease component is the implicit rate. As sublessor, lease agreements contain an option to purchase the underlying asset or transfers ownership at the end of the lease. The leases typically do not have any residual value to the Company. In the Company’s sublessor agreements, the payments allocated to the lease component cannot be terminated. There were no new agreements where the Company was a lessor for the six months ended March 31, 2020.

Information related to both lessee and lessor

The following table specifies where the right-of-use assets and lease liabilities are within the Consolidated Balance Sheets as of March 31, 2020 and October 1, 2019 (adoption date):

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets Location

    

March 31, 2020

 

October 1, 2019

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Assets

 

 

 

 

 

 

 

Operating leases

Operating lease right-of-use assets

 

$

2,131

 

$

2,448

 

 

 

 

 

 

 

 

Lease receivable - current

Investment in lease, net-current portion

 

$

399

 

$

367

Lease receivable - noncurrent

Investment in lease, net-less current portion

 

 

207

 

 

417

    Total lease receivable

 

 

$

606

 

$

784

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current operating lease liabilities

Accounts payable and accrued expenses

 

$

667

 

$

746

Non-current operating lease liabilities

Operating lease liabilities - noncurrent portion

 

 

1,529

 

 

1,783

    Total operating lease liabilities

 

 

$

2,196

 

$

2,529

 

 

 

 

 

 

 

 

Current finance lease liabilities

Accounts payable and accrued expenses

 

$

343

 

$

333

Non-current finance lease liabilities

Other noncurrent liabilities

 

 

152

 

 

326

    Total finance lease liabilities

 

 

$

495

 

$

659

 

The components of lease costs for three and six months ended March 31, 2020 are as follows:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

Consolidated Statements of Operations Location

Consolidated Statements of Operations Location

 

 

March 31, 2020

March 31, 2020

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Finance Lease:

 

 

 

 

 

 

 

    Interest on lease liabilities

Selling, general, and administrative

 

$

12

 

$

25

Operating Lease:

 

 

 

 

 

 

 

    Operating lease cost

Selling, general, and administrative

 

 

181

 

 

361

    Short-term lease cost

Selling, general, and administrative

 

 

 3

 

 

 6

Total lease costs

 

 

$

196

 

$

392

Less sublease interest income

Revenue

 

 

(23)

 

 

(49)

Total lease costs, net of sublease interest income

 

 

$

173

 

$

343

 

Future lease payments under our non-cancellable leases and payments to be received as a sublessor as of March 31, 2020 are in the following table:

 

 

 

 

 

 

 

 

 

 

Operating lease

 

Finance lease

 

Sublease

Fiscal year ending September 30:

Costs

 

Costs

 

Payments received

 

(Amounts in thousands)

2020 (remaining 6 months)

$

383

 

$

181

 

$

224

2021

 

619

 

 

285

 

 

356

2022

 

520

 

 

51

 

 

67

2023

 

439

 

 

 5

 

 

12

2024

 

240

 

 

 —

 

 

 3

Thereafter

 

182

 

 

 —

 

 

 —

Total

$

2,383

 

$

522

 

$

662

Less Imputed interest

 

(187)

 

 

(27)

 

 

(56)

Total

$

2,196

 

$

495

 

$

606

 

Supplemental cash flow information related to leases for the six months ended March 31, 2020 is below:

 

 

 

 

 

 

Three months ended

Six months ended

 

March 31, 2020

March 31, 2020

 

(Amounts in thousands)

(Amounts in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

  Operating cash flows from operating leases

$

191

$

379

  Operating cash flows from short-term leases

 

10

 

19

  Operating cash flows from finance leases

 

12

 

25

  Financing cash flows from finance leases

 

79

 

157

Lease assets obtained in exchange for new lease liabilities

 

 

 

 

  Operating leases

 

 —

 

 4

Cash received from subleases

 

112

 

225

 

Information related to weighted averages of lease term and discount rate as of March 31, 2020 is below:

 

 

Weighted-average remaining lease term (years)

March 31, 2020

Operating leases

4.0

Finance leases

2.3

 

 

Weighted-average discount rate

March 31, 2020

Operating leases

4.0%

Finance leases

6.2%

 

Below are ASC 840 disclosures as previously reported in our Form 10-K for the year ended September 30, 2019:

Lessee

Operating Leases

The Company was obligated under non-cancelable operating leases with an initial term in excess of one year as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

475

2021

 

 

173

2022

 

 

58

2023

 

 

43

Total

 

$

749

 

Capital leases

The Company was obligated under non-cancelable capital leases as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

363

2021

 

 

285

2022

 

 

51

2023

 

 

 5

Minimum lease payments including interest

 

$

704

Amount representing interest

 

 

(46)

Minimum lease payments excluding interest

 

$

658

 

Lessor

A summary of components for the Company’s investment in lease, net is as follows:

 

 

 

 

September 30, 2019

 

(Amounts in thousands)

Investment in lease, gross

$

889

Unearned income

 

(105)

Total investment in lease, net

$

784

Current portion

$

367

Noncurrent portion

$

417

 

The schedule of future minimum lease payments receivable is as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

451

2021

 

 

356

2022

 

 

67

2023

 

 

12

2024

 

 

 3

Minimum lease payments including interest

 

$

889

Amount representing interest

 

 

(105)

Minimum lease payments excluding interest

 

$

784

 

v3.20.1
Revenue
6 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Revenue

4.            Revenue

We derive revenue from the sale of integrated hardware and software, third-party service contracts, professional services, managed services, financing of hardware and software, and other services.

We recognize revenue from hardware upon transfer of control, which is at a point in time typically upon shipment when title transfers. Revenue from software is recognized at a point in time when the license is granted.

We recognize revenue from third-party service contracts as either gross sales or net sales depending on whether the Company is acting as a principal party to the transaction or simply acting as an agent or broker based on control and timing. The Company is a principal if it controls the good or service before that good or service is transferred to the customer. We record revenue as gross when the Company is a principal party to the arrangement and net of cost when we are acting as a broker or agent. Under gross sales recognition, the entire selling price is recorded in revenue and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to revenue resulting in net sales equal to the gross profit on the transaction. Third-party service contracts are sold in different combinations with hardware, software, and services. We have determined the third-party services contracts are a single performance obligation in each sale. When the Company is an agent, revenue is typically recorded at a point in time. When the Company is the principal, revenue is recognized over 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 date of subsequent sale of the product, which occurs on the date of customer shipment. Revenue from extended warranty contracts is recognized evenly over the period of the warranty. 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.

Variable consideration is immaterial. The right of return risk lies with the original manufacturer of the product. Managed service contracts contain the right to refund if canceled within 30 days of inception. Any products with a standard warranty are treated as a warranty obligation under ASC 460, Guarantees.

The following policies are applicable to our major categories of segment revenue transactions:

TS Segment Revenue

TS Segment revenue is derived from the sale of hardware, software, professional services, third-party service contracts, maintenance contracts, managed services, and financing of hardware and software. Financing revenue pertaining to the portion of an arrangement containing a lease is recognized in accordance with ASC 842. Financing revenue related to the lease is recorded in revenue as equipment leasing is part of the Company’s operations.

Third-party service contracts are evaluated to determine whether such service revenue should be recorded as gross or net sales and whether over time or at point in time.

HPP Segment Revenue

HPP segment revenue is derived from the sale of integrated hardware and software, maintenance, and other services through the Multicomputer and Myricom product lines.

Myricom revenue is derived from the sale of products, which are comprised of both hardware and embedded software which is essential to the products’ functionality, and post contract maintenance and support. Post contract maintenance and support is considered immaterial in the context of the contract and therefore is not a separate performance obligation.

See disaggregated revenues below by products/services and geography.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,167

 

$

11,351

 

$

12,273

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Finance *

 

 

 

 

 

 

23

 

 

23

 

 

23

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,375

 

$

1,888

 

$

10,303

 

$

12,191

 

$

13,566

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Finance *

 

 

 

 

 

 

37

 

 

37

 

 

37

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,043

 

$

23,780

 

$

25,469

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Finance *

 

 

 

 

 

 

49

 

 

49

 

 

49

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2019

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

Product

 

$

3,108

 

$

3,620

 

$

22,513

 

$

26,133

 

$

29,241

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Finance *

 

 

 

 

 

 

73

 

 

73

 

 

73

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

*     Finance revenue is related to equipment leasing and is not subject to the guidance on revenue from contracts with customers (ASC 606).

Significant Judgments

The input method using labor hours expended relative to the total expected hours is used to recognize revenue for professional services. Only the hours that depict the Company’s performance toward satisfying a performance obligation are used for progress. An estimate for professional services is made at the beginning of each contract based on prior experience and monitored throughout the services. This method is most appropriate as it depicts the measure of progress towards satisfaction of the performance obligation.

When product and services are sold together, the allocation of the transaction price to each performance obligation is calculated using a budgeted cost-plus margin approach. Due to the complex nature of these contracts, there is significant judgment in allocating the transaction price. These estimates are periodically reviewed by project managers, engineers, and other staff involved to ensure estimates are appropriate. For items sold separately, including hardware, software, professional services, maintenance contracts, other services, and third-party service contracts, there is no allocation as there is one performance obligation.

Contract Assets and Liabilities

When the Company has performed work but does not have an unconditional right to payment, a contract asset is recorded. When the Company has the right to bill a customer, accounts receivable is recorded as an unconditional right exists. Current contract assets were $1.4 million and $0.6 million as of March 31, 2020 and September 30, 2019, respectively. The current portion is recorded in other current assets on the consolidated balance sheets.  There were no non-current contract assets as of March 31, 2020 and September 30, 2019. The difference in the balances is due to regular timing differences between when work is performed and having an unconditional right to payment.

Contract liabilities arise when payment is received before the Company transfers a good or service to the customer. Current contract liabilities were $1.4 million and $0.7 million as of March 31, 2020 and September 30, 2019, respectively. The current portion of contract liabilities is recorded in deferred revenue on the consolidated balance sheets. The long-term portion of contract liabilities were $0.2  million and $0.3 million as of March 31, 2020 and September 30, 2019, respectively. These non-current liabilities are recorded in other noncurrent liabilities. Revenue recognized for the three and six months ended March 31, 2020 that was included in contract liabilities as of the beginning of the period was insignificant and $0.3 million, respectively.

Contract Costs

Incremental costs of obtaining a contract involving customer transactions where the revenue and the related transfer of goods and services are 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 the Company expects to recover these costs. These costs are only capitalized if the contract is obtained. 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 account other current assets on the consolidated balance sheets as of March 31, 2020 and September 30, 2019. The portion of current capitalized costs was $122 thousand and $85 thousand as of March 31, 2020 and September 30, 2019, respectively. There are no non-current capitalized costs on the consolidated balance sheets as these commissions are paid annually even when the contract extends beyond a one-year period. The amount of incremental costs amortized for the three and six months ended March 31, 2020 was $84 thousand and $162 thousand, respectively. The amount of incremental costs amortized for the three and six months ended March 31, 2019 was $56 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 and six months ended March 31, 2020.

Costs to fulfill a contract are capitalized when the costs are related to a contract or anticipated contract, generate or enhance resources that will be used in satisfying performance obligations in the future, and costs are recoverable. Costs to fulfill a contract are related to the TS portion of the business and involve activities performed before managed services can be completed. Current capitalized fulfillment costs are in the account other current assets and noncurrent costs are in other assets on the consolidated balance sheets. The portion of current capitalized costs was $13 thousand and $47 thousand as of March 31, 2020 and September 30, 2019, respectively. The portion of noncurrent capitalized costs was $28 thousand as of March 31, 2020 and there were not any as of September 30, 2019. The amount of fulfillment costs amortized for three and six months ended March 31, 2020 was $6 thousand and $3 thousand, respectively. The amount of fulfillment costs amortized for three and six months ended March 31, 2019 was $3 thousand and $6 thousand, respectively. This is recorded in cost of sales. There was no impairment related to fulfillment costs capitalized.

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 the Company’s contracts are less than one year. As a practical expedient, the Company has elected not to adjust the amount of consideration for effects of a significant financing component when it is anticipated the promised good or service will be transferred and the subsequent payment will be one year or less. There are certain contracts that do contain a financing component. See Note 6 to the consolidated financial statements for additional information. The Company elected to use the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that have an original expected duration of one year or less. This is due to a low amount of performance obligations less than one year being unsatisfied at each period end. Most of these contracts are related to product sales.

 

 

 

 

The Company has certain contracts that have an original term of more than one year. The royalty agreement is longer than one year and managed service contracts are generally longer than one year. For these contracts the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020 is mainly related to managed service contracts and is set forth in the table below:

 

 

 

 

 

 

    

(Amounts in thousands)

Fiscal 2020 (remaining 6 months)

 

$

1,030

Fiscal 2021

 

 

1,316

Fiscal 2022

 

 

602

Fiscal 2023

 

 

191

Fiscal 2024

 

 

30

 

 

$

3,169

 

v3.20.1
Notes Payable (Tables)
6 Months Ended
Mar. 31, 2020
Notes Payable [Abstract]  
Schedule of current and noncurrent notes payable

 

 

 

 

 

 

 

March 31, 2020

 

September 30, 2019

 

(Amounts in thousands)

Current

$

808

 

$

359

 Less: notes discount

 

105

 

 

42

Notes payable - current portion

$

703

 

$

317

 

 

 

 

 

 

Noncurrent

 

1,884

 

$

718

 Less: notes discount

 

113

 

 

34

Notes payable - noncurrent portion

$

1,771

 

$

684

 

v3.20.1
Segment Information (Tables)
6 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,190

 

$

11,374

 

$

12,296

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

Income (loss) from operations

 

$

(1,024)

 

$

(50)

 

$

931

 

$

881

 

$

(143)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

29

 

 

 —

 

 

 4

 

 

 4

 

 

33

Depreciation and amortization

 

 

57

 

 

 —

 

 

57

 

 

57

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

1,375

 

$

1,888

 

$

10,340

 

$

12,228

 

$

13,603

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

Income (loss) from operations

 

$

(1,093)

 

$

106

 

$

216

 

$

322

 

$

(771)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

37

 

 

 —

 

 

 —

 

 

 —

 

 

37

Depreciation and amortization

 

 

55

 

 

 1

 

 

44

 

 

45

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,092

 

$

23,829

 

$

25,518

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

Income (loss) from operations

 

$

(2,287)

 

$

(47)

 

$

1,789

 

$

1,742

 

$

(545)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

63

 

 

 —

 

 

177

 

 

177

 

 

240

Depreciation and amortization

 

 

115

 

 

 3

 

 

121

 

 

124

 

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

3,108

 

$

3,620

 

$

22,586

 

$

26,206

 

$

29,314

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

Income (loss) from operations

 

$

(1,920)

 

$

132

 

$

1,032

 

$

1,164

 

$

(756)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

240

 

 

 —

 

 

28

 

 

28

 

 

268

Depreciation and amortization

 

 

108

 

 

 3

 

 

95

 

 

98

 

 

206

 

Schedule of Revenue by Major Customers

The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three and six months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

For the six months ended March 31, 

 

 

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

 

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

 

 

(Dollar amounts in millions)

 

Customer A

 

$

0.5

 

 3

%

$

1.7

 

11

%

$

3.1

 

10

%

$

3.0

 

 9

%

Customer B

 

$

2.0

 

13

%

$

1.0

 

 6

%

$

3.8

 

12

%

$

2.0

 

 6

%

 

v3.20.1
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Revenue from External Customer [Line Items]        
Managed service contracts, right to refund, period     30 days  
Total sales $ 16,095 $ 16,350 $ 32,667 $ 35,330
Product        
Revenue from External Customer [Line Items]        
Sales 12,273 13,566 25,469 29,241
Total sales 12,296 13,603 25,518 29,314
Service        
Revenue from External Customer [Line Items]        
Sales 3,799 2,747 7,149 6,016
Total sales 3,799 2,747 7,149 6,016
Finance        
Revenue from External Customer [Line Items]        
Finance 23 37 49 73
High Performance Products Segment        
Revenue from External Customer [Line Items]        
Total sales 1,475 1,614 2,516 3,640
High Performance Products Segment | Product        
Revenue from External Customer [Line Items]        
Sales 922 1,375 1,689 3,108
Total sales 922 1,375 1,689 3,108
High Performance Products Segment | Service        
Revenue from External Customer [Line Items]        
Sales 553 239 827 532
Total sales 553 239 827 532
TS        
Revenue from External Customer [Line Items]        
Total sales 14,620 14,736 30,151 31,690
TS | U.K.        
Revenue from External Customer [Line Items]        
Total sales 268 1,983 947 3,785
TS | U.S.        
Revenue from External Customer [Line Items]        
Total sales 14,352 12,753 29,204 27,905
TS | Product        
Revenue from External Customer [Line Items]        
Sales 11,351 12,191 23,780 26,133
Total sales 11,374 12,228 23,829 26,206
TS | Product | U.K.        
Revenue from External Customer [Line Items]        
Sales 184 1,888 737 3,620
Total sales 184 1,888 737 3,620
TS | Product | U.S.        
Revenue from External Customer [Line Items]        
Sales 11,167 10,303 23,043 22,513
Total sales 11,190 10,340 23,092 22,586
TS | Service        
Revenue from External Customer [Line Items]        
Sales 3,246 2,508 6,322 5,484
Total sales 3,246 2,508 6,322 5,484
TS | Service | U.K.        
Revenue from External Customer [Line Items]        
Sales 84 95 210 165
Total sales 84 95 210 165
TS | Service | U.S.        
Revenue from External Customer [Line Items]        
Sales 3,162 2,413 6,112 5,319
Total sales 3,162 2,413 6,112 5,319
TS | Finance        
Revenue from External Customer [Line Items]        
Finance 23 37 49 73
TS | Finance | U.S.        
Revenue from External Customer [Line Items]        
Finance $ 23 $ 37 $ 49 $ 73
v3.20.1
Notes Payable and Line of Credit - Current and Noncurrent Portion (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Note payable - current    
Notes payable - current portion $ 703 $ 317
Note payable - noncurrent    
Notes payable - noncurrent portion 1,771 684
Notes payable    
Note payable - current    
Current 808 359
Less: notes discount 105 42
Notes payable - current portion 703 317
Note payable - noncurrent    
Noncurrent 1,884 718
Less: notes discount 113 34
Notes payable - noncurrent portion $ 1,771 $ 684
v3.20.1
Leases - Minimum lease payments under ASC 840 - Lessee Capital Lessee (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Capital leases  
2020 (full year) $ 363
2021 285
2022 51
2023 5
Minimum lease payments including interest 704
Amount representing interest (46)
Minimum lease payments excluding interest $ 658
v3.20.1
Leases - Supplemental cash flow information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 191 $ 379
Operating cash flows from short-term leases 10 19
Operating cash flows from finance leases 12 25
Financing cash flows from finance leases 79 157
Operating leases   4
Cash received from subleases $ 112 $ 225
v3.20.1
Document And Entity Information - shares
6 Months Ended
Mar. 31, 2020
May 12, 2020
Document and Entity Information [Abstract]    
Entity Registrant Name CSP INC /MA/  
Document Type 10-Q  
Current Fiscal Year End Date --09-30  
Entity Common Stock, Shares Outstanding   4,253,596
Amendment Flag false  
Entity Central Index Key 0000356037  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
v3.20.1
Revenue - Performance Obligations (Details)
$ in Thousands
Mar. 31, 2020
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 3,169
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 6 months
Remaining performance obligation amount $ 1,030
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Remaining performance obligation amount $ 1,316
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Remaining performance obligation amount $ 602
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Remaining performance obligation amount $ 191
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Remaining performance obligation amount $ 30
v3.20.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]        
Net loss $ (732) $ (619) $ (1,272) $ (569)
Other comprehensive income (loss):        
Foreign currency translation gain (loss) adjustments (302) 172 24 2
Other comprehensive gain (loss) (302) 172 24 2
Total comprehensive loss $ (1,034) $ (447) $ (1,248) $ (567)
v3.20.1
Inventories - Tabular Disclosure - (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Inventory Disclosure [Abstract]    
Raw materials $ 828 $ 671
Work-in-process 477 93
Finished goods 5,125 7,054
Total $ 6,430 $ 7,818
v3.20.1
Leases - Future lease payments and sublease income (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Oct. 01, 2019
Operating Lease costs    
2020 (remaining 6 months) $ 383  
2021 619  
2022 520  
2023 439  
2024 240  
Thereafter 182  
Total 2,383  
Less Imputed interest (187)  
Total 2,196 $ 2,529
Finance lease costs    
2020 (remaining 6 months) 181  
2021 285  
2022 51  
2023 5  
Total 522  
Less Imputed interest (27)  
Total 495 $ 659
Sublease Payments received    
2020 (remaining 6 months) 224  
2021 356  
2022 67  
2023 12  
2024 3  
Total 662  
Less Imputed interest (56)  
Total $ 606  
v3.20.1
Basis of Presentation
6 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

1.            Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company, without audit, and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in the annual consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, have been omitted.

Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited consolidated financial statements should be read in conjunction with the footnotes contained in the Company’s Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.

v3.20.1
Fair Value of Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Mar. 31, 2020
Sep. 30, 2019
Fair Value, Measurements, Recurring [Member]    
Assets:    
Assets, Fair Value Disclosure $ 0 $ 0
Liabilities Fair Value Disclosure 0 0
Fair Value, Measurements, Nonrecurring [Member]    
Assets:    
Assets, Fair Value Disclosure 0 0
Liabilities Fair Value Disclosure $ 0 $ 0
Minimum    
Liabilities:    
Maturity term of accounts and long term receivables 1 year 1 year
Carrying Amount    
Assets:    
Cash and cash equivalents $ 15,242 $ 18,099
Accounts & long term receivable 6,838 7,087
Liabilities:    
Note payable 2,474 1,001
Fair Value    
Assets:    
Cash and cash equivalents 15,242 18,099
Accounts & long term receivable 6,838 7,087
Liabilities:    
Note payable $ 2,474 $ 1,001
v3.20.1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Income Tax Disclosure [Abstract]        
Income tax expense (benefit) $ 1,169 $ (142) $ 1,099 $ (140)
v3.20.1
Accounts and Long Term Receivable (Tables)
6 Months Ended
Mar. 31, 2020
Receivables [Abstract]  
Summary of contractual maturities of outstanding financing

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (remaining 6 months)

 

$

2,024

2021

 

 

2,258

2022

 

 

1,880

2023

 

 

1,423

    Total payments

 

 

7,585

    Less: unearned income

 

 

747

      Total, net of unearned income

 

$

6,838

 

v3.20.1
Segment Information
6 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Information

16.            Segment Information

The following tables present certain operating segment information for the three and six months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the three months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

922

 

$

184

 

$

11,190

 

$

11,374

 

$

12,296

Service

 

 

553

 

 

84

 

 

3,162

 

 

3,246

 

 

3,799

Total sales

 

$

1,475

 

$

268

 

$

14,352

 

$

14,620

 

$

16,095

Income (loss) from operations

 

$

(1,024)

 

$

(50)

 

$

931

 

$

881

 

$

(143)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

29

 

 

 —

 

 

 4

 

 

 4

 

 

33

Depreciation and amortization

 

 

57

 

 

 —

 

 

57

 

 

57

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

1,375

 

$

1,888

 

$

10,340

 

$

12,228

 

$

13,603

Service

 

 

239

 

 

95

 

 

2,413

 

 

2,508

 

 

2,747

Total sales

 

$

1,614

 

$

1,983

 

$

12,753

 

$

14,736

 

$

16,350

Income (loss) from operations

 

$

(1,093)

 

$

106

 

$

216

 

$

322

 

$

(771)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

37

 

 

 —

 

 

 —

 

 

 —

 

 

37

Depreciation and amortization

 

 

55

 

 

 1

 

 

44

 

 

45

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology Solutions Segment

 

 

 

 

 

High

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

United

 

 

 

 

 

 

 

Consolidated

For the six months ended March 31, 

    

Segment

    

Kingdom

    

U.S.

    

Total

    

Total

 

 

(Amounts in thousands)

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,689

 

$

737

 

$

23,092

 

$

23,829

 

$

25,518

Service

 

 

827

 

 

210

 

 

6,112

 

 

6,322

 

 

7,149

Total sales

 

$

2,516

 

$

947

 

$

29,204

 

$

30,151

 

$

32,667

Income (loss) from operations

 

$

(2,287)

 

$

(47)

 

$

1,789

 

$

1,742

 

$

(545)

Total assets

 

$

8,685

 

$

10,757

 

$

34,069

 

$

44,826

 

$

53,511

Capital expenditures

 

 

63

 

 

 —

 

 

177

 

 

177

 

 

240

Depreciation and amortization

 

 

115

 

 

 3

 

 

121

 

 

124

 

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Sales:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Product

 

$

3,108

 

$

3,620

 

$

22,586

 

$

26,206

 

$

29,314

Service

 

 

532

 

 

165

 

 

5,319

 

 

5,484

 

 

6,016

Total sales

 

$

3,640

 

$

3,785

 

$

27,905

 

$

31,690

 

$

35,330

Income (loss) from operations

 

$

(1,920)

 

$

132

 

$

1,032

 

$

1,164

 

$

(756)

Total assets

 

$

12,583

 

$

13,222

 

$

26,525

 

$

39,747

 

$

52,330

Capital expenditures

 

 

240

 

 

 —

 

 

28

 

 

28

 

 

268

Depreciation and amortization

 

 

108

 

 

 3

 

 

95

 

 

98

 

 

206

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 investment income, interest income from transactions with payment terms exceeding one year (see Note 6 for details), and interest expense. All intercompany transactions have been eliminated.

The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three and six months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

For the six months ended March 31, 

 

 

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

Customer

 

% of Total

 

 

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

Revenues

    

 

 

(Dollar amounts in millions)

 

Customer A

 

$

0.5

 

 3

%

$

1.7

 

11

%

$

3.1

 

10

%

$

3.0

 

 9

%

Customer B

 

$

2.0

 

13

%

$

1.0

 

 6

%

$

3.8

 

12

%

$

2.0

 

 6

%

 

Customer B totaled approximately $5.6 million, or 31% and approximately $7.4 million, or 36% of total consolidated accounts receivable and long-term receivable as of March 31, 2020 and September 30, 2019, respectively. There were no other customers that were 10% or more of total consolidated accounts receivable and long-term receivable as of March 31, 2020. We believe that the Company is not exposed to any significant credit risk with respect to the accounts receivable with any customers as of March 31, 2020.

 

v3.20.1
Accumulated Other Comprehensive Loss
6 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Accumulated Other Comprehensive Loss

12.            Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30, 

 

    

2020

    

2019

 

 

(Amounts in thousands)

Cumulative effect of foreign currency translation

 

$

(5,087)

 

$

(5,111)

Cumulative unrealized loss on pension liability

 

 

(7,482)

 

 

(7,482)

Accumulated other comprehensive loss

 

$

(12,569)

 

$

(12,593)

 

v3.20.1
Leases - Components of lease costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2020
Operating Lease:    
Total lease costs $ 196 $ 392
Total lease costs, net of sublease interest income 173 343
Selling, general, and administrative    
Finance Lease:    
Interest on lease liabilities 12 25
Operating Lease:    
Operating lease cost 181 361
Short-term Lease, Cost 3 6
Revenue    
Operating Lease:    
Less sublease interest income $ (23) $ (49)
v3.20.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows used in operating activities:    
Net loss $ (1,272) $ (569)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 235 199
Amortization of intangibles 4 7
Loss on sale of fixed assets, net 9  
Foreign exchange (gain) loss (144) 30
Non-cash changes in accounts receivable 97 3
Non-cash changes in inventories 238 234
Non-cash lease expense 322  
Stock-based compensation expense on stock options and restricted stock awards 455 384
Deferred income taxes 1,946 (99)
Increase in cash surrender value of life insurance (51) (54)
Changes in operating assets and liabilities:    
Decrease (increase) in accounts receivable 2,206 (3,319)
Decrease in life insurance receivable   256
Decrease in inventories 1,149 1,464
Increase in refundable income taxes (169) (75)
Increase in operating right-of-use assets (2,131)  
Increase in other assets (473) (1,402)
Decrease in investment in lease 178 46
Decrease (increase) in long-term receivable 176 (956)
Decrease in accounts payable and accrued expenses (6,421) (1,573)
Increase in operating lease liabilities 2,076  
Increase in deferred revenue 637 2,124
Increase (decrease) in pension and retirement plans liabilities 18 (531)
Decrease in income taxes payable (694) (15)
(Decrease) increase in other long-term liabilities (252) 184
Net cash used in operating activities (1,861) (3,662)
Cash flows used in investing activities:    
Life insurance premiums paid (144) (70)
Purchases of property, equipment and improvements (240) (268)
Net cash used in investing activities (384) (338)
Cash flows used in financing activities:    
Dividends paid (1,263) (1,224)
Net payments under line-of-credit agreement (874) (1,641)
Proceeds from debt 2,037  
Repayments on debt (565)  
Principal payments on finance leases (157)  
Principal payments on finance leases   (136)
Purchase of common stock (43)  
Proceeds from issuance of shares under equity compensation plans 112 120
Net cash used in financing activities (753) (2,881)
Effects of exchange rate on cash 141 (38)
Net decrease in cash and cash equivalents (2,857) (6,919)
Cash and cash equivalents beginning of period 18,099 25,107
Cash and cash equivalents at end of period 15,242 18,188
Supplementary cash flow information:    
Cash paid for income taxes 16 40
Cash paid for interest $ 154 67
Supplementary non-cash financing and investing activities:    
Non-cash purchases of property and equipment   $ 15
v3.20.1
Revenue - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Sep. 30, 2019
Capitalized Contract Cost [Line Items]          
Current contract assets $ 1,400   $ 1,400   $ 600
Non-current contract assets 0   0   0
Current contract liabilities 1,379   1,379   741
Non-current contract liabilities 200   200   300
Revenue recognized included in contract liabilities     300    
Current capitalized costs 122   122   85
Non-current capitalized costs 0   0   0
Incremental costs amortized 84 $ 56 162 $ 108  
Impairment related to costs capitalized $ 0   $ 0    
Payment terms     30 days    
Practical Expedient, Incremental Costs     true    
Practical Expedient, Financing Component     true    
Remaining Performance Obligation, Optional Exemption     true    
Minimum          
Capitalized Contract Cost [Line Items]          
Amortization Period 3 years   3 years    
Maximum          
Capitalized Contract Cost [Line Items]          
Amortization Period 6 years   6 years    
Europe | Maximum          
Capitalized Contract Cost [Line Items]          
Payment terms     90 days    
TS          
Capitalized Contract Cost [Line Items]          
Current capitalized costs $ 13   $ 13   47
Non-current capitalized costs 28   28   $ 0
Incremental costs amortized $ 6 $ 3 3 $ 6  
Impairment related to costs capitalized     $ 0    
v3.20.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Sales:        
Sales $ 16,095 $ 16,350 $ 32,667 $ 35,330
Cost of sales:        
Total cost of sales 11,612 12,604 24,153 27,235
Gross profit 4,483 3,746 8,514 8,095
Operating expenses:        
Engineering and development 716 781 1,388 1,526
Selling, general and administrative 3,910 3,736 7,671 7,325
Total operating expenses 4,626 4,517 9,059 8,851
Operating loss (143) (771) (545) (756)
Other income (expense):        
Foreign exchange gain (loss) 479 (37) 144 (30)
Interest expense (55) (22) (112) (49)
Interest income 163 66 336 121
Other income (expense), net (7) 3 4 5
Total other income (expense) 580 10 372 47
Income (loss) before income taxes 437 (761) (173) (709)
Income tax expense (benefit) 1,169 (142) 1,099 (140)
Net loss (732) (619) (1,272) (569)
Net loss attributable to common stockholders $ (732) $ (619) $ (1,272) $ (569)
Net loss per share - basic $ (0.18) $ (0.15) $ (0.32) $ (0.15)
Weighted average shares outstanding – basic (in Shares) 4,036 4,015 3,999 3,898
Net loss per share - diluted $ (0.18) $ (0.15) $ (0.32) $ (0.15)
Weighted average shares outstanding – diluted (in Shares) 4,036 4,015 3,999 3,898
Product        
Sales:        
Sales $ 12,296 $ 13,603 $ 25,518 $ 29,314
Cost of sales:        
Total cost of sales 10,245 11,371 21,563 24,583
Service        
Sales:        
Sales 3,799 2,747 7,149 6,016
Cost of sales:        
Total cost of sales $ 1,367 $ 1,233 $ 2,590 $ 2,652
v3.20.1
Accounts and Long Term Receivable (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Sep. 30, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Accounts receivable $ 12,840   $ 12,840   $ 15,114
Long-term receivable 5,151   $ 5,151   $ 5,328
Minimum          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Maturity term of accounts and long term receivables     1 year   1 year
Financing receivables          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Accounts receivable 1,900   $ 1,900   $ 2,100
Long term receivable - financing component $ 4,900   $ 4,900   5,000
Long term receivables interest rate 6.90%   6.90%    
Amount of allowance for credit losses or impairments with a contractual maturity of over one year $ 0   $ 0    
Accounts and long-term receivable past due 0   0   0
Activity in allowance for credit losses for accounts and long-term receivables 0 $ 0 $ 0 $ 0  
Contract Receivable, Fiscal Year Maturity [Abstract]          
2020 (remaining 6 months)         2,024
2021         2,258
2022         1,880
2023         1,423
Total payments         7,585
Less: unearned income         747
Total, net of unearned income         $ 6,838
Financing receivables | Minimum          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Maturity term of accounts and long term receivables     1 year    
Financing receivables | Other Income          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Accounts And Long Term Receivable, Interest Income $ 114 $ 1 $ 230 $ 1  
v3.20.1
Segment Information - Operating Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Sep. 30, 2019
Segment Reporting Information [Line Items]          
Sales $ 16,095 $ 16,350 $ 32,667 $ 35,330  
Sales:          
Income (loss) from operations (143) (771) (545) (756)  
Total assets 53,511 52,330 53,511 52,330 $ 59,369
Capital expenditures 33 37 240 268  
Depreciation and amortization 114 100 239 206  
High Performance Products Segment          
Segment Reporting Information [Line Items]          
Sales 1,475 1,614 2,516 3,640  
Sales:          
Income (loss) from operations (1,024) (1,093) (2,287) (1,920)  
Total assets 8,685 12,583 8,685 12,583  
Capital expenditures 29 37 63 240  
Depreciation and amortization 57 55 115 108  
TS          
Segment Reporting Information [Line Items]          
Sales 14,620 14,736 30,151 31,690  
Sales:          
Income (loss) from operations 881 322 1,742 1,164  
Total assets 44,826 39,747 44,826 39,747  
Capital expenditures 4   177 28  
Depreciation and amortization 57 45 124 98  
Product          
Segment Reporting Information [Line Items]          
Sales 12,296 13,603 25,518 29,314  
Product | High Performance Products Segment          
Segment Reporting Information [Line Items]          
Sales 922 1,375 1,689 3,108  
Product | TS          
Segment Reporting Information [Line Items]          
Sales 11,374 12,228 23,829 26,206  
Service          
Segment Reporting Information [Line Items]          
Sales 3,799 2,747 7,149 6,016  
Service | High Performance Products Segment          
Segment Reporting Information [Line Items]          
Sales 553 239 827 532  
Service | TS          
Segment Reporting Information [Line Items]          
Sales 3,246 2,508 6,322 5,484  
U.K. | TS          
Segment Reporting Information [Line Items]          
Sales 268 1,983 947 3,785  
Sales:          
Income (loss) from operations (50) 106 (47) 132  
Total assets 10,757 13,222 10,757 13,222  
Depreciation and amortization   1 3 3  
U.K. | Product | TS          
Segment Reporting Information [Line Items]          
Sales 184 1,888 737 3,620  
U.K. | Service | TS          
Segment Reporting Information [Line Items]          
Sales 84 95 210 165  
U.S. | TS          
Segment Reporting Information [Line Items]          
Sales 14,352 12,753 29,204 27,905  
Sales:          
Income (loss) from operations 931 216 1,789 1,032  
Total assets 34,069 26,525 34,069 26,525  
Capital expenditures 4   177 28  
Depreciation and amortization 57 44 121 95  
U.S. | Product | TS          
Segment Reporting Information [Line Items]          
Sales 11,190 10,340 23,092 22,586  
U.S. | Service | TS          
Segment Reporting Information [Line Items]          
Sales $ 3,162 $ 2,413 $ 6,112 $ 5,319  
v3.20.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Sep. 30, 2019
Equity [Abstract]    
Cumulative effect of foreign currency translation $ (5,087) $ (5,111)
Cumulative unrealized loss on pension liability (7,482) (7,482)
Accumulated other comprehensive loss $ (12,569) $ (12,593)
v3.20.1
Subsequent Events
6 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

17.     Subsequent Events

The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing financial statements. The Company has evaluated subsequent events through the date of this filing.

 

On April 17, 2020, CSP, Inc. and Modcomp, Inc., its wholly owned subsidiary (collectively, the “Borrowers”) each received a loan in the form of a promissory note from Paragon Bank (“Lender”) in the amounts of $827,000 and $1,353,600, respectively (the “SBA Loans”) under the Paycheck Protection Program, which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The SBA Loans have a two-year term and carry an annual fixed interest rate of 1%.

 

The SBA Loans provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to Lender or SBA, and adverse changes in the financial condition or business operations that Lender believes may materially affect Borrower’s ability to pay the SBA Loans.  The Borrowers did not provide any collateral or guarantees for the SBA Loans and the Borrowers may prepay the principal of the SBA Loans at any time without penalty.

 

The Borrowers may apply to the Lender for forgiveness of an amount due on the SBA Loans in an amount equal to the sum of certain costs during the 8-week period beginning on the date of the first disbursement of the SBA Loans. The amount of SBA Loans forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including provisions of Section 1106 of the CARES Act. We intend to use the PPP Loan proceeds in accordance with the applicable SBA guidelines; however, we can provide no assurances that we will be eligible for forgiveness of the PPP Loan, in whole or in part.

 

v3.20.1
Repurchase of Common Stock
6 Months Ended
Mar. 31, 2020
Repurchase Of Common Stock [Abstract]  
Repurchase of Common Stock

13.          Repurchase of Common Stock

On November 13, 2007, the Board of Directors authorized the Company to purchase 250 thousand shares of its outstanding common stock.  On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350 thousand additional shares of the Company's outstanding common stock at market price.

 

On February 8, 2011, the Board of Directors authorized the Company to purchase up to 250 thousand additional shares of the Company's outstanding common stock at market price. The plan does not expire. Pursuant to the aforementioned authorization, the Company repurchased 6 thousand shares of its outstanding common stock on the open market during the six months ended March 31, 2020. As of March 31, 2020, approximately 195 thousand shares remain authorized to repurchase under the stock repurchase program.

v3.20.1
Inventories (Tables)
6 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current

Inventories consist of the following:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30,

 

    

2020

    

2019

 

 

(Amounts in thousands)

Raw materials

 

$

828

 

$

671

Work-in-process

 

 

477

 

 

93

Finished goods

 

 

5,125

 

 

7,054

Total

 

$

6,430

 

$

7,818

 

v3.20.1
Notes Payable
6 Months Ended
Mar. 31, 2020
Notes Payable [Abstract]  
Notes Payable

9.     Notes Payable and Line of Credit

In September 2019, the Company borrowed $1.0 million with a 5.0% rate of interest related to a multi-year agreement with a customer. In October 2019, the Company borrowed $2.0 million with a 5.1% rate of interest related to a multi-year agreement with a customer. See Note 6 for the disclosure related to the receivables. Interest expense related to the notes for the three and six months ended March 31, 2020 was $31  thousand and $63 thousand, respectively. There was no interest expense related to a note for three and six months ended March 31, 2019 as there were no outstanding notes payable as of this date. Below are details of the notes payable.

 

 

 

 

 

 

 

 

March 31, 2020

 

September 30, 2019

 

(Amounts in thousands)

Current

$

808

 

$

359

 Less: notes discount

 

105

 

 

42

Notes payable - current portion

$

703

 

$

317

 

 

 

 

 

 

Noncurrent

 

1,884

 

$

718

 Less: notes discount

 

113

 

 

34

Notes payable - noncurrent portion

$

1,771

 

$

684

 

 

 

 

 

 

 

 

 

As of March 31, 2020 and September 30, 2019, the Company maintained an inventory line of credit with a borrowing capacity of $20.0 million that may be used by the TS and HPP segment in the U.S. to purchase inventory from approved vendors with payment terms which exceed those offered by the vendors. No interest accrues under the inventory line of credit when advances are paid within terms, however, late payments are subject to an interest charge of Prime plus 5%. The credit agreement for the inventory line of credit contains financial covenants which require the Company to maintain the following TS segment-specific financial ratios: (1) a minimum current ratio of 1.2, (2) tangible net worth of no less than $4.0 million, and (3) a maximum ratio of total liabilities to total net worth of less than 5.0:1. As of March 31, 2020 and September 30, 2019, Company borrowings, all from the TS segment, under the inventory line of credit were $1.6 million and $2.5 million, respectively, and the Company was in compliance with all covenants. This line of credit also includes availability of a limited cash withdrawal of up to $1.5 million. As of March 31, 2020 and September 30, 2019 there were no cash withdrawals outstanding.

 

v3.20.1
Earnings Per Share of Common Stock
6 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Earnings Per Share of Common Stock

5.            Earnings Per Share of Common Stock

Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and is computed by dividing net income (loss) by the assumed weighted average number of common shares outstanding.

We are required to present earnings per share, or EPS, utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities.

Basic and diluted earnings per share computations for the Company’s reported net loss attributable to common stockholders are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

March 31, 

 

March 31, 

 

March 31, 

 

March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

 

 

(Amounts in thousands except per share data)

 

Net loss

 

$

(732)

  

$

(619)

 

 

(1,272)

  

 

(569)

 

Less: net income attributable to nonvested common stock

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Net loss attributable to common stockholders

 

$

(732)

  

$

(619)

 

$

(1,272)

  

$

(569)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average total shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Less: weighted average non–vested shares outstanding

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average number of common shares outstanding – basic

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

Potential common shares from non–vested stock awards and the assumed exercise of stock options

 

 

 —

  

 

 —

 

 

 —

  

 

 —

 

Weighted average common shares outstanding – diluted

 

 

4,036

  

 

4,015

 

 

3,999

  

 

3,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

Net loss per share – diluted

 

$

(0.18)

  

$

(0.15)

 

$

(0.32)

  

$

(0.15)

 

 

Non-vested restricted stock awards of 204,000 and 197,000 shares were excluded from the diluted loss per share calculation for the three and six months ended March 31, 2020, respectively. Non-vested restricted stock awards of 184,000 and 167,000 shares were excluded from the diluted loss per share calculation for the three and six months ended March 31, 2019, respectively. This is because there was a net loss for these periods and their inclusion would have been anti-dilutive. 

v3.20.1
Recent Accounting Pronouncements - Recent Accounting Pronouncement (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Oct. 01, 2019
Sep. 30, 2019
Assets:      
Operating lease right-of-use assets $ 2,131 $ 2,448  
Liabilities:      
Accounts payable and accrued expenses 10,435 16,840 $ 16,175
Operating lease liabilities - noncurrent portion $ 1,529 1,783  
Restatement Adjustment | Accounting Standards Update 2016-02      
Assets:      
Operating lease right-of-use assets   2,448  
Liabilities:      
Accounts payable and accrued expenses   665  
Operating lease liabilities - noncurrent portion   $ 1,783  
v3.20.1
Leases (Tables)
6 Months Ended
Mar. 31, 2020
Leases  
Schedule of Leases

The following table specifies where the right-of-use assets and lease liabilities are within the Consolidated Balance Sheets as of March 31, 2020 and October 1, 2019 (adoption date):

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets Location

    

March 31, 2020

 

October 1, 2019

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Assets

 

 

 

 

 

 

 

Operating leases

Operating lease right-of-use assets

 

$

2,131

 

$

2,448

 

 

 

 

 

 

 

 

Lease receivable - current

Investment in lease, net-current portion

 

$

399

 

$

367

Lease receivable - noncurrent

Investment in lease, net-less current portion

 

 

207

 

 

417

    Total lease receivable

 

 

$

606

 

$

784

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current operating lease liabilities

Accounts payable and accrued expenses

 

$

667

 

$

746

Non-current operating lease liabilities

Operating lease liabilities - noncurrent portion

 

 

1,529

 

 

1,783

    Total operating lease liabilities

 

 

$

2,196

 

$

2,529

 

 

 

 

 

 

 

 

Current finance lease liabilities

Accounts payable and accrued expenses

 

$

343

 

$

333

Non-current finance lease liabilities

Other noncurrent liabilities

 

 

152

 

 

326

    Total finance lease liabilities

 

 

$

495

 

$

659

 

Schedule of components of lease costs

The components of lease costs for three and six months ended March 31, 2020 are as follows:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

Consolidated Statements of Operations Location

Consolidated Statements of Operations Location

 

 

March 31, 2020

March 31, 2020

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

Finance Lease:

 

 

 

 

 

 

 

    Interest on lease liabilities

Selling, general, and administrative

 

$

12

 

$

25

Operating Lease:

 

 

 

 

 

 

 

    Operating lease cost

Selling, general, and administrative

 

 

181

 

 

361

    Short-term lease cost

Selling, general, and administrative

 

 

 3

 

 

 6

Total lease costs

 

 

$

196

 

$

392

Less sublease interest income

Revenue

 

 

(23)

 

 

(49)

Total lease costs, net of sublease interest income

 

 

$

173

 

$

343

 

Schedule of future lease payments under our non-cancellable leases and payments to be received as a sublessor

Future lease payments under our non-cancellable leases and payments to be received as a sublessor as of March 31, 2020 are in the following table:

 

 

 

 

 

 

 

 

 

 

Operating lease

 

Finance lease

 

Sublease

Fiscal year ending September 30:

Costs

 

Costs

 

Payments received

 

(Amounts in thousands)

2020 (remaining 6 months)

$

383

 

$

181

 

$

224

2021

 

619

 

 

285

 

 

356

2022

 

520

 

 

51

 

 

67

2023

 

439

 

 

 5

 

 

12

2024

 

240

 

 

 —

 

 

 3

Thereafter

 

182

 

 

 —

 

 

 —

Total

$

2,383

 

$

522

 

$

662

Less Imputed interest

 

(187)

 

 

(27)

 

 

(56)

Total

$

2,196

 

$

495

 

$

606

 

Supplemental cash flow information

Supplemental cash flow information related to leases for the six months ended March 31, 2020 is below:

 

 

 

 

 

 

Three months ended

Six months ended

 

March 31, 2020

March 31, 2020

 

(Amounts in thousands)

(Amounts in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

  Operating cash flows from operating leases

$

191

$

379

  Operating cash flows from short-term leases

 

10

 

19

  Operating cash flows from finance leases

 

12

 

25

  Financing cash flows from finance leases

 

79

 

157

Lease assets obtained in exchange for new lease liabilities

 

 

 

 

  Operating leases

 

 —

 

 4

Cash received from subleases

 

112

 

225

 

Schedule of Weighted average remaining lease term and weighted-average discount rate

Information related to weighted averages of lease term and discount rate as of March 31, 2020 is below:

 

 

Weighted-average remaining lease term (years)

March 31, 2020

Operating leases

4.0

Finance leases

2.3

 

 

Weighted-average discount rate

March 31, 2020

Operating leases

4.0%

Finance leases

6.2%

 

Schedule of Future minimum operating lease payments under ASC 840

The Company was obligated under non-cancelable operating leases with an initial term in excess of one year as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

475

2021

 

 

173

2022

 

 

58

2023

 

 

43

Total

 

$

749

 

Schedule of Future minimum capital lease payments under ASC 840

The Company was obligated under non-cancelable capital leases as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

363

2021

 

 

285

2022

 

 

51

2023

 

 

 5

Minimum lease payments including interest

 

$

704

Amount representing interest

 

 

(46)

Minimum lease payments excluding interest

 

$

658

 

Schedule of net investment in lease

A summary of components for the Company’s investment in lease, net is as follows:

 

 

 

 

September 30, 2019

 

(Amounts in thousands)

Investment in lease, gross

$

889

Unearned income

 

(105)

Total investment in lease, net

$

784

Current portion

$

367

Noncurrent portion

$

417

 

Schedule of Future minimum lease payments, receivable under ASC 840

 

The schedule of future minimum lease payments receivable is as follows:

 

 

 

 

Fiscal year ending September 30:

    

(Amounts in thousands)

2020 (full year)

 

$

451

2021

 

 

356

2022

 

 

67

2023

 

 

12

2024

 

 

 3

Minimum lease payments including interest

 

$

889

Amount representing interest

 

 

(105)

Minimum lease payments excluding interest

 

$

784

 

v3.20.1
Fair Value of Financial Assets and Liabilities (Tables)
6 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Summary of assets and liabilities at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020

 

 

As of September 30, 2019

 

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Fair Value Level

 

Reference

 

 

(Amounts in thousands)

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

15,242

 

$

15,242

 

$

18,099

 

$

18,099

 

1

 

Consolidated Balance Sheets

Accounts & long-term receivable*

 

6,838

 

 

6,838

 

 

7,087

 

 

7,087

 

3

 

Note 6

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

2,474

 

 

2,474

 

 

1,001

 

 

1,001

 

2

 

Note 9

 

*Original maturity over one year

v3.20.1
Leases - Lessor - Investment in lease- 840 (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Leases  
Investment in lease, gross $ 889
Unearned income (105)
Total investment in lease, net 784
Current portion 367
Noncurrent portion $ 417
v3.20.1
Leases - Weighted-average remaining lease term (Details)
Mar. 31, 2020
Leases  
Weighted-average remaining lease term operating lease (years) 4 years
Weighted-average remaining lease term finance lease (years) 2 years 3 months 18 days
v3.20.1
Notes Payable and Line of Credit - Line of Credit (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
USD ($)
Sep. 30, 2019
USD ($)
Line of Credit Facility    
Line of Credit, Current $ 1,584 $ 2,459
Inventory Line of Credit | Line of Credit    
Line of Credit Facility    
Maximum borrowing capacity 20,000 20,000
Minimum Net Worth Required for Compliance 4,000  
Line of Credit, Current 1,600 2,500
Cash withdrawal limit 1,500  
Cash withdrawals outstanding $ 0 $ 0
Inventory Line of Credit | Line of Credit | Minimum    
Line of Credit Facility    
Liquidity ratio 1.2  
Inventory Line of Credit | Line of Credit | Maximum    
Line of Credit Facility    
Ratio of Indebtedness to Net Capital 5.0  
Inventory Line of Credit | Line of Credit | Prime Rate    
Line of Credit Facility    
Interest when payments are late 5.00%