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                                               UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                              
Washington, D.C. 10549
                                                                 ___________________
                                                 
FORM 10-Q

                             (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended           June 30, 2004      

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                                              ( I.R.S. Employer
                  incorporation or organization)                                             Identification No.)

                 43 Manning Road, Billerica, Massachusetts                              01821-3901
                
(Address of principal executive offices)                                        (Zip Code)

                                                                (978) 663-7598 
                                      
(Registrant's telephone number, including area code)

                                                                                                                                     
                      
(Former name, former address, former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 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.        [X]  Yes           [  ]  No

The registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934.)

Yes [ ] No [X ]


     
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

                                Class                                                             Outstanding August 13, 2004
           Common Stock, $.01 par value                                                3,569,441 shares

 

 

 

 

INDEX

PAGE

NUMBER

PART I.

FINANCIAL INFORMATION:

Item 1.

Financial Statements

Unaudited Consolidated Balance Sheets as of June 30, 2004 and September 30, 2003

3

Unaudited Consolidated Statements of Operations for the three and nine months ended June 30, 2004 and 2003

4

Unaudited Consolidated Statements of Cash Flows for the nine months ended June 30, 2004 and 2003

5

Notes to Unaudited Consolidated Financial Statements

6-13

Item 2.

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

14-29

Item 3

Qualitative and Quantitative Disclosures about Market Risk

29

Item 4

Controls and Procedures

29-31

PART II.

OTHER INFORMATION:

 

Item 1.

Legal Proceedings

31

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchase of Equity

31

Securities

Item 3.

Defaults Upon Senior Securities

31

Item 4.

Submission of Matters to a vote of Security Holders

31

Item 5.

Other information

31

Item 6.

Exhibits & Reports on Form 8-K

32

 

                                                      CSP INC. AND SUBSIDIARIES
                                                UNAUDITED CONSOLIDATED BALANCE SHEETS
                                                (Amounts in thousands, except par value)

June 30,

September 30,

                     2004

             2003

                                                                     Assets                                           

Current assets:

   Cash and cash equivalents

$3,754

$3,129

   Short-term investments

8,508

7,365

   Accounts receivable, net

7,326

5,429

   Inventories

2,739

2,034

   Refundable income taxes

15

1,095

   Deferred income taxes

--

291

   Other current assets

1,140

1,189

        Total current assets

23,482

20,532

Property, equipment and improvements, net

1,046

944

Other assets:

   Long-term investments   

250

250

Deferred income taxes

637

--

   Goodwill, net

2,996

2,996

   Cash surrender value life insurance

1,597

1,549

   Other assets

111

154

        Total other assets

5,591

4,949

                 Total assets

$30,119

$26,425

                                    Liabilities and Shareholders' Equity

Current liabilities:

  Accounts payable and accrued expenses

$7,630

$5,409

  Deferred compensation and retirement plans

341

341

Deferred income taxes payable

132

--

  Income taxes payable

632

733

      Total current liabilities

8,735

6,483

Deferred compensation and retirement plans

8,549

7,990

Deferred income taxes payable

74

--

Other long-term liabilities

20

20

      Total liabilities

17,378

14,493

Commitments and contingencies

Shareholders' equity:

   Common stock, $.01 par; authorized, 7,500 shares; issued

       4,140 and 4,109 shares

41

41

   Additional paid-in capital

11,405

11,303

   Retained earnings

9,342

 8,654

   Accumulated other comprehensive loss

(5,188)

(5,207)

15,600

14,791

   Less treasury stock, at cost, 572 shares

(2,859)

(2,859)

        Total shareholders' equity

12,741

 11,932

                 Total liabilities and shareholders' equity

$30,119

$26,425

 

 

See accompanying notes to consolidated financial statements.

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

For the three months ended

For the nine months ended

June 30,

June 30,

June 30,

June 30,

2004

2003

2004

2003

Sales:

   Systems

$2,709

$1,869

$5,892

$4,135

   Service and system integration

10,970

4,510

30,307

15,503

   E-business software

352

293

994

946

   Other software

270

289

1,074

969

        Total sales

14,301

6,961

38,267

21,553

Cost of Sales:

   Systems

1,071

770

2,230

2,052

   Service and systems integration

8,923

3,667

24,673

12,369

   E-business software

146

159

417

511

   Other software

52

43

304

202

        Total cost of sales

10,192

4,639

27,624

15,134

    Gross profit

4,109

2,322

10,643

6,419

Operating expenses:

   Engineering and development

794

873

2,292

2,722

   Selling, general & administrative

2,692

2,011

7,494

5,590

        Total operating expenses

3,486

2,884

9,786

8,312

Operating income (loss)

623

(562)

857

(1,893)

Other income(expense):

    Foreign exchange gain (loss)

(8)

128

(22)

1,308

   Other income (expense)

(1)

30

120

84

          Total other income (expense), net

(9)

158

98

1,392

Income (loss) before income taxes

614

(404)

955

(501)

Provision (benefit) for income taxes

176

(64)

267

438

           Net income (loss)

$438

$(340)

$688

$(939)

Net income (loss) per share - basic

$0.12

$(0.10)

$0.19

$(0.27)

Weighted average shares outstanding - basic

3,566

3,537

3,559

3,533

Net income (loss) per share - diluted

$0.12

$(0.10)

$0.18

$(0.27)

Weighted average shares outstanding - diluted

3,746

3,537

3,741

3,533

See accompanying notes to consolidated financial statements.

 

 

 

 

                                                                    CSP INC. AND SUBSIDIARIES
                              UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                         (Amounts in thousands)
                                                                                  

For the nine months ended

                                              

June 30,

June 30,

2004

2003

Cash flows from operating activities:

Net income (loss)

$688

$(939)

Adjustments to reconcile net income (loss) to net cash provided by

   operating activities:

    Depreciation and amortization

413

514

Non-cash changes in accounts receivable and inventory allowances

232

241

    Deferred compensation and retirement plans

36

278

Refundable income taxes

1,102

--

Deferred income taxes

(109)

--

    Cash surrender value life insurance

(48)

--

    Other assets

43

(16)

    Changes in current assets and liabilities:

        Increase in accounts receivable

(1,693)

(1,575)

        Decrease (increase) in inventories

(869)

441

        Decrease (increase) in other current assets

121

(290)

        Increase in accounts payable and accrued expenses

1,985

1,379

        Increase (decrease) in income taxes payable

(107)

266

Net cash provided by operating activities

1,794

299

Cash flows from investing activities:

     Purchases of available-for-sale securities

(145)

(300)

     Purchases of held-to-maturity securities

(1,839)

(10,985)

     Sales of available-for-sale securities

81

312

     Maturities of held-to-maturity securities

1,378

13,512

Acquisition of business

--

(2,701)

     Purchase of property, equipment and improvements

(514)

(309)

Net cash used in investing activities

(1,039)

(471)

Cash flows from financing activities:

     Proceeds from issuance of shares under employee

     stock purchase plan

80

28

Proceeds from stock options

22

--

Purchase of treasury stock

--

(6)

Net cash provided by financing activities

102

22

Effects of exchange rate on cash and cash equivalents

(232)

(720)

Net increase (decrease) in cash and cash equivalents

625

(870)

Cash and cash equivalents, beginning of period

3,129

3,835

Cash and cash equivalents, end of period

$3,754

$2,965

Supplementary cash flow information:

    Cash paid for income taxes, net

$169

$317

    Cash paid for interest

$ 83

$ 80

See accompanying notes to consolidated financial statements.

 

 

 

                                                      CSP INC. AND SUBSIDIARIES
                                  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

The accompanying 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 financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the 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, 2003.

 

2.    Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No. 46 "Consolidation of Variable Interest Entities" ("FIN 46") and, in December 2003, issued a revision to that interpretation ("FIN 46R"). FIN 46R further explains how to identify variable interest entities ("VIE") and how to determine when a business enterprise should include the assets, liabilities, noncontrolling interest and results of a VIE in its financial statements. The Company adopted FIN 46R as of June 30, 2004. The adoption of the provisions of FIN 46R did not have a material impact on the Company's financial position or results of operations.

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. ("SAB") 104, "Revenue Recognition," which supersedes SAB 101 "Revenue Recognition in Financial Statements." SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded as a result of the issuance of the Emerging Issues Task Force ("EITF") 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." The issuance of SAB 104 reflects the concepts contained in EITF 0021; the other revenue recognition concepts contained in SAB 101 remain largely unchanged. The application of SAB 104 did not have a material impact on the Company's financial position or results of operations.

In November 2003, the EITF reached a consensus on EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," regarding the issue of disclosures for marketable equity securities and debt securities accounted for under Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The EITF requires additional quantitative disclosures related to unrealized losses, specifically presentation of the aging of such losses. It also requires additional qualitative disclosures to help users understand why the quantitative disclosures are not other-than-temporarily impaired. The adoption of these disclosure requirements are effective for companies with fiscal years ending after December 31, 2003. The adoption of this standard did not have a material impact on the Company's financial position or results of operations.

In May 2003, the FASB issued Statement of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity," which establishes standards for how an issuer of financial instruments classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on a fixed monetary amount known at inception, variations in something other than the fair value of the issuer's equity shares or variations inversely related to changes in the fair value of the issuer's equity shares. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. On November 7, 2003, the FASB de ferred the classification and measurement provisions of SFAS No. 150 as they apply to certain mandatory redeemable non-controlling interests. This deferral is expected to remain in effect while these provisions are further evaluated by the FASB. The Company has not entered into or modified any financial instruments covered by this statement after May 31, 2003 and the application of this standard is not expected to have a material impact on the Company's financial position or results of operations.

In January 2003, the FASB issued SFAS 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits" which retains all of the disclosures that are required by FASB 132 and includes several additional disclosures. It also amends APB Opinion 28 "Interim Financial Reporting" to require certain disclosures about pension and other postretirement benefit plans in interim financial statements. The provisions of SFAS 132 (revised 2003) are effective for fiscal years ending after June 15, 2004. The interim disclosure provisions are effective for interim periods beginning December 15, 2003 (March 31, 2004 for a calendar year-end company). The Company has adopted the provisions of SFAS 132 (revised 2003) in the first quarter of fiscal year 2004.

 

3.    Earnings Per Share of Common Stock

Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders 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 weighted average number of common shares outstanding.

The reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations for the Company's reported net income (loss) is as follows:

         
 

For the three months ended

For the nine months ended

 

June 30,

June 30,

June 30,

June 30,

 

2004

2003

2004

2003

 

(Amounts in thousands, except per share amounts)

         

Net income (loss)

$438

$(340)

$688

$(939)

         

Weighted average number of shares outstanding - basic

3,566

3,537

3,559

3,533

Incremental shares from the assumed exercise of stock

       

options

180

--

182

--

Weighted average number of shares outstanding -

       

dilutive

3,746

3,537

3,741

3,533

         

Net income (loss) per share - basic

$0.12

$(0.10)

$0.19

$(0.27)

Net income (loss) per share - diluted

$0.12

$(0.10)

$0.18

$(0.27)

 

     

US GAAP requires all anti-dilutive securities, including stock options, to be excluded from the diluted earnings per share computation. For the three and nine month periods ended June 30, 2003, due to the Company's net loss, all of the outstanding options of 523,034 were excluded from the diluted loss per share calculation because their inclusion would have been anti-dilutive. For the three and nine month periods ended June 30, 2004, options of 507,456 were included in the diluted net income per share calculation and options of 3,000 were excluded from the diluted net income per share calculation.

 

4.    Stock-Based Compensation

The Company accounts for its stock compensation under the provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). As permitted by SFAS No. 123, the Company measures compensation cost in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Accordingly, no accounting recognition is given to stock options granted at fair market value until they are exercised. Upon exercise, net proceeds, including tax benefits realized, are credited to equity. The following table illustrates the pro forma effect on net income/(loss) and earnings/(loss) per share if the Company had applied the fair value recognition provisions of SFAS No. 123.            

     

 

For the three months ended

 

For the nine months ended

 

June 30,

June 30,

June 30,

June 30,

2004

2003

2004

2003

   

(Amounts in thousands, except per share)

   

Net income (loss)

$438

$(340)

$688

$(939)

Deduct: Stock based employee

       

compensation expense determined

       

under fair value based method for

       

all awards

38

44

115

131

         

Pro forma net income (loss)

$400

$(384)

$573

$(1,070)

         

Income (loss) per share:

       

Basic, as reported

$0.12

$(0.10)

$0.19

$(0.27)

Diluted, as reported

$0.12

$(0.10)

$0.18

$(0.27)

Basic, pro forma

$0.11

$(0.11)

$0.16

$(0.30)

Diluted, pro forma

$0.11

$(0.11)

$0.15

$(0.30)

         

Weighted average shares outstanding -

       

basic

3,566

3,537

3,559

3,533

Weighted average shares outstanding -

       

diluted

3,746

3,537

3,741

3,533

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

For the three months ended

 

For the nine months ended

 

June 30,

June 30,

June 30,

June 30,

2004

2003

2004

2003

Risk-free interest rate

3.9%

1.9%

3.3%

3.1%

Expected dividend yield

--

--

--

--

Expected volatility

49.5%

49.3%

49.3%

49.5%

Expected life (years)

10

10

10

10

Weighted average fair value of options

       

granted during the period

N/A

$3.22

$5.70

$2.98

5. Reclassifications

Certain reclassifications were made to the 2003 financial statements to conform to the 2004 presentation.

6.    Business acquired

On May 30, 2003 the Company acquired certain assets of Technisource Hardware, Inc., a subsidiary of privately held Technisource, Inc. Technisource Hardware is a reseller of software and hardware products for IT infrastructure requirements and provides professional services related to system integration. The total purchase price was $3,285,000 of which $2,701,000 was paid in cash at closing, $458,000 was paid subsequently related to the net working capital items acquired and $126,000 was paid in transaction costs directly related to the acquisition. The transaction resulted in $2,779,000 in goodwill.

The Company paid $458,000 for working capital which included the following:

 

(Amounts in

 

Thousands)

   

Accounts Receivable

$911

Non-Trade receivables

89

Prepaid expense

7

Less:

 

Accounts Payable

339

Other liabilities

210

Net cash paid for working capital

$458

The acquisition was accounted for as a purchase. The Company's consolidated results of operations include the operating result of the acquired company from the acquisition date. The acquired assets were recorded at their estimated fair market value at the acquisition date and the aggregate purchase price plus costs directly attributable to the completion of the acquisition have been allocated to the assets acquired.

The following unaudited pro forma financial information is not necessarily indicative of the Company's results of operations that would have occurred had the transaction taken place at the beginning of periods presented or future results of the combined companies.

 

For the three months ended

 

For the nine months ended

 
 

June 30,

June 30,

June 30,

June 30,

 

2004

2003

2004

2003

 

Actual

Pro Forma

Actual

Pro Forma

   

(Amounts in thousands, except per share amounts)

 
         

Total sales

$14,301

$8,848

$38,267

$27,141

         

Operating income (loss)

$623

($516)

$857

$(1,523)

         

Net income (loss)

$438

$(314)

$688

$(728)

         

Net income (loss) per share

$0.12

$(0.09)

$0.19

$(0.21)

 

 

 

7. Inventories

Inventories consist of the following:

 

June 30,

September 30,

 

2004

2003

 

(Amounts in thousands)

 
     

Raw materials

$1,178

$775

Work in process

393

119

Finished goods

1,168

1,140

     Total

$2,739

$2,034

 

8. Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) are as follows:

   

Unrealized

 

Accumulated

Accumulated

   

Gain(loss)

Foreign

Additional

Other

   

on

Translation

Pension

Comprehensive

   

investments

Adjustment

Liability

Income (Loss)

     

(Amounts in thousands)

   
           

Balance September 30, 2003

 

$12

$(1,641)

$(3,578)

$(5,207)

   Change in period

 

30

131

--

161

Balance December 31, 2003

 

$42

$(1,510)

$(3,578)

$(5,046)

   Change in period

 

3

(118)

--

(115)

Balance March 31, 2004

 

$45

$(1,628)

$(3,578)

$(5,161)

   Change in period

 

3

(30)

--

(27)

Balance June 30, 2004

 

$48

$(1,658)

$(3,578)

$(5,188)

           
           

Balance September 30, 2002

 

$37

$(916)

$(3,310)

$(4,189)

   Change in period

 

(36)

(245)

--

(281)

Balance December 31, 2002

 

$1

$(1,161)

$(3,310)

$(4,470)

   Change in period

 

60

(717)

--

(657)

Balance March 31, 2003

 

$61

$(1,878)

$(3,310)

$(5,127)

   Change in period

 

--

2

--

2

Balance June 30, 2003

 

$61

$(1,876)

$(3,310)

$(5,125)

           

9. Goodwill

On October 1, 2002, the Company adopted SFAS No. 142. SFAS No. 142 requires the Company to evaluate its existing goodwill that was acquired in prior purchase business combinations. Accordingly, the Company is required to assess the useful lives and residual values of all identifiable intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments. In addition, to the extent an intangible, including goodwill, is determined to have an indefinite useful life, the Company is required to test the intangible for impairment in accordance with the provisions of SFAS No. 142.

 

 

The changes in the carrying amount of goodwill by operating segment for the nine months ended June 30, 2004 and 2003 are as follows:

   

Service and

 
 

Other

System

 
 

Software

Integration

Total

   

(Amounts in thousands)

 
       

Balance as of September 30, 2002

$582

$ --

$ 582

Goodwill amortization

--

--

--

Balance as of December 31, 2002

$582

$ --

$ 582

Goodwill amortization

--

--

--

Balance as of March 31, 2003

$582

$ --

$ 582

Acquisition of business

--

2,654

2,654

Goodwill amortization

--

--

--

Balance as of June 30, 2003

$582

$2,654

$3,236

Goodwill amortization

--

--

--

Impairment charge on goodwill

(365)

(125)

(490)

Balance as of September 30, 2003

$217

$2,779

$2,996

Goodwill amortization

--

---

--

Balance as of December 31, 2003

$217

$2,779

$2,996

Goodwill amortization

--

---

--

Balance as of March 31, 2004

$217

$2,779

$2,996

Goodwill amortization

--

---