Form 8-K - Current report

0000356037false00003560372025-02-102025-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

​

FORM 8-K

​

Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): February 10, 2025

CSP Inc.

(Exact name of the registrant as specified in its charter)

​

Massachusetts

(State or other jurisdiction of incorporation)

​

​	​
000-10843	04-2441294
(Commission File Number)	(IRS Employer Identification No.)

​

​	​
175 Cabot Street - Suite 210, Lowell, MA	01854
(Address of principal executive offices)	(Zip Code)

​

[phone]

(Registrant’s telephone number, including area code)

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

​

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

​

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

​

​

Item 2.02 Results of Operations and Financial Condition.

​

On February 10, 2025 CSP Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2025, which ended on December 31, 2024. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

​

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

​

Item 9.01 Financial Statements and Exhibits

​

(d)Exhibits

99.1Press Release Dated February 10, 2025

​

​

SIGNATURE

​

​

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

​

CSP INC.

​

Date: February 10, 2025

​

By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

​

​

​

Exhibit 99.1

CSPi Reports Continued Business Momentum and Profitability During Fiscal 2025 First Quarter; Services Revenue Grow 17% and Gross Margin Expands

Board Declares $0.03 per Share Quarterly Dividend

LOWELL, Mass., February 10, 2025 – CSP Inc. (NASDAQ: CSPI), an award-winning provider of security and packet capture products, managed IT and professional services and technology solutions, today announced results for the fiscal 2025 first quarter ended December 31, 2024. The Company also announced that the Board of Directors declared a quarterly dividend of $0.03 per share payable March 10, 2025, to shareholders of record at the close of business on February 24, 2025.

Recent Achievements and Operating Highlights

​

●

Led by growth in cloud-base and recurring revenue sources, services revenue increased 17%.

●

Signed several new ARIA Zero Trust Protect (AZT PROTECT™) customers as the Company continues to make initial entry into high growth industries, including utility and wastewater treatment.

●

Maintained a robust balance sheet with approximately $30.7 million in cash and cash equivalents for the Company to implement near and long-term business initiatives to generate sustained growth and profitability.

​

"The team did an excellent job of continuing our fourth quarter marketplace momentum, which  resulted in a solid start to our fiscal 2025,” commented Victor Dellovo, Chief Executive Officer. “We reported increases in total and services revenue, expanded our gross margin and generated a quarterly net income of $0.05 per common share - diluted. The Technology Solutions (TS) business performed well throughout the quarter and generated operating income as the cloud-based business remained strong and the sales to cruise lines increased. Additionally, we signed several new customers for the AZT PROTECT™ offering and increased both the referenceable industries and customers as we continue to build our presence in the operational technology (OT) market and drive the High Performance Products (HPP) business. Our goal for the remainder of the year is to leverage the momentum, increase the recurring revenue base and scale up the AZT PROTECT™ business through our partnership with Rockwell Automation and other distributors.”

​

Fiscal 2025 First Quarter Results

​

Revenue for the fiscal 2025 first quarter ended December 31, 2024, increased 2% to $15.7 million compared to revenue of $15.4 million for the fiscal 2024 first quarter ended December 31, 2023. Services revenue represented $4.7 million of overall sales, rising 17% compared to the year-ago services revenue of $4.0 million. Gross profit for the three months ended December 31, 2024, increased 11% to $4.6 million compared to $4.1 million. Gross margin for the fiscal first quarter ended December 31, 2024, increased over 200 basis points to 29.1% of sales compared to 26.6% of sales for the year ago fiscal 2024 first quarter. This demonstrates the continued execution of the Company’s strategy to focus on higher margin offerings. Driven by the improved gross margin, interest income, and foreign exchange gain, the Company reported net income of $0.5 million, or $0.05 per diluted common share for the fiscal 2025 first quarter, compared to a net loss of $(73,000), or $(0.01) per diluted common share for the prior year fiscal first quarter.

​

The Company continued to maintain a robust balance sheet and as of December 31, 2024, had cash and cash equivalents of $30.7 million. The financial resources enhances the Company’s ability to pay a quarterly cash dividend while executing growth strategies, which include the continued rollout and market awareness activities of the AZT PROTECT™ product offering.

​

Conference Call Details

​

CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, the event link is https://www.webcaster4.com/Webcast/Page/2912/52010. Individuals also may listen to the call via telephone, by dialing 973-528-0011 or 888-506-0062 and use the Participant

​
​​

---

Exhibit 99.1

Access Code: 321679 when greeted by the live operator. A replay of the webcast will be available for approximately one year on the CSPi website.

​

​

About CSPi

​

CSPi (NASDAQ:CSPI) operates two divisions, each with unique expertise in designing and implementing technology solutions to help customers use technology to success. The High Performance Product division, including ARIA Cybersecurity Solutions, recognizes that better, stronger, more effective cybersecurity starts with a smarter approach. ARIA's solutions provide new ways for organizations to protect their most critical assets—they can shield their critical applications from cyberattack with the AZT solution, while monitoring internal traffic, device-level logs, and alert output with our ARIA ADR solution to substantially improve threat detection and surgically disrupt cyberattacks and data exfiltration. Rounding out the portfolio, Aria's AZT Gateway Software allows us to interrogate network packets at 100mbps line-rate to enforce forwarding and capture policies on the fly. Customers in a range of industries rely on our solutions to accelerate incident response, automate breach detection, and protect their most critical assets and applications—no matter where they are stored, used, or accessed. 

​

CSPi's Technology Solutions division helps clients achieve their business goals and accelerate time to market through innovative IT solutions and professional services by partnering with best-in-class technology providers. For organizations that want the benefits of an IT department without the cost, we offer a robust catalog of Managed IT Services providing 24×365 proactive support. Our team of engineers have expertise across major industries supporting five key technology areas: Advanced Security; Communication and Collaboration; Data Center; Networking; and Wireless & Mobility.

​

Safe Harbor

​

The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include but are not limited to, projections or guidance concerning business performance, revenue, earnings, cash flow, the current economic environment, liquidity, strategic decisions and actions, and other financial and operational measures. Statements include our goal for the remainder of the year is to leverage the momentum, increase the recurring revenue base and scale up the AZT PROTECT™ business through our partnership with Rockwell Automation and other distributors and from our robust balance sheet generate sustained growth and profitability.

The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the Securities and Exchange Commission (“SEC”). Please refer to the section on forward-looking statements included in the Company's filings with the SEC.

SOURCE: CSP Inc.

CONTACT:

CSP Inc.
Gary Levine, 978-954-5040
Chief Financial Officer

​
​​

---

Exhibit 99.1

CSP INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)

​	​	​	​	​	​	​
​		December 31, 2024			September 30, 2024
​	​	​	​	​	​	​
Assets		​	​		​
Current assets:		​			​
Cash and cash equivalents	​	$	30,654	​	$	30,585
Accounts receivable, net	​		14,888	​		14,494
Financing receivables, net	​	​	2,478	​	​	4,384
Inventories	​		1,955	​		2,293
Other current assets	​		2,215	​		3,093
Total current assets	​		52,190	​		54,849
Financing receivables due after one year, net	​		2,641	​		2,922
Cash surrender value of life insurance	​	​	5,623	​	​	5,589
Other assets	​		7,069	​		6,076
Total assets	​	$	67,523	​	$	69,436
​	​	​	​	​	​	​
Liabilities and Shareholders’ Equity	​			​
Current liabilities	​	$	16,558	​	$	18,682
Pension and retirement plans	​		1,290	​		1,306
Other non-current liabilities	​		2,219	​		2,178
Shareholders’ equity	​		47,456	​		47,270
Total liabilities and shareholders’ equity	​	$	67,523	​	$	69,436

​

​
​​

---

Exhibit 99.1

CSP INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

​	​	​	​	​	​	​
​	​	Three months ended
​		December 31,			December 31,
​	​	2024		​	2023
Sales:		​			​
Product	​	$	11,015	​	$	11,407
Services	​		4,655	​		3,968
Total sales	​		15,670	​		15,375
​	​	​	​	​	​	​
Cost of sales:	​			​
Product	​		9,119	​		9,228
Services	​		1,987	​		2,052
Total cost of sales	​		11,106	​		11,280
​	​	​	​	​	​	​
Gross profit	​		4,564	​		4,095
​	​	​	​	​	​	​
Operating expenses:	​			​
Engineering and development	​		786	​		700
Selling, general and administrative	​		4,132	​		3,738
Total operating expenses	​		4,918	​		4,438
​	​	​	​	​	​	​
Operating loss	​		(354)	​		(343)
​	​	​	​	​	​	​
Other income, net	​		711	​		283
​	​	​	​	​	​	​
Income (loss) before income taxes	​	​	357	​		(60)
​	​	​	​	​	​	​
Income tax (benefit) expense	​	​	(115)	​		13
​	​	​	​	​	​	​
Net income (loss)	​	$	472	​	$	(73)
Net income (loss) attributable to common shareholders	​	$	438	​	$	(73)
​	​	​	​	​	​	​
Net income (loss) per common share - basic	​	$	0.05	​	$	(0.01)
Weighted average shares outstanding – basic	​		9,124	​		8,864
​	​	​	​	​	​	​
Net income (loss) per common share - diluted	​	$	0.05	​	$	(0.01)
Weighted average shares outstanding net income - diluted	​		9,619	​		8,864

​

​
​​

---

Document and Entity Information	Feb. 10, 2025
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 10, 2025
Securities Act File Number	000-10843
Entity Registrant Name	CSP Inc.
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-2441294
Entity Address, Address Line One	175 Cabot Street
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Lowell
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01854
City Area Code	978
Local Phone Number	954-5038
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CSPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000356037
Amendment Flag	false

---