Unassociated Document
 

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2008.
 
¨
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 of incorporation)
 
(I.R.S. Employer Identification No.)
 
43 Manning Road
Billerica, Massachusetts 01821-3901
(978) 663-7598
(Address and telephone number of principal executive offices)
 

 
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  þ    No  ¨.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer (Do not check if a smaller reporting company)  ¨ Smaller reporting company  þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ 
 
As of July 31, 2008, the registrant had 3,757,176 shares of common stock issued and outstanding.


 
INDEX
 
 
 
Page 
PART I. FINANCIAL INFORMATION 
 
     
Item 1. Financial Statements
 
     
 
Consolidated Balance Sheets as of June 30, 2008 (unaudited) and September 30, 2007
3
     
 
Consolidated Statements of Operations (unaudited) for the three and nine months ended June 30, 2008 and 2007
4
     
 
Consolidated Statement of Shareholders’ Equity (unaudited) for the nine months ended June 30, 2008
5
     
 
Consolidated Statements of Cash Flows (unaudited) for the nine months ended June 30, 2008 and 2007
6
     
 
Notes to Consolidated Financial Statements (unaudited)
7-12
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
13-24
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk
24
     
Item 4. Controls and Procedures
25
     
PART II. OTHER INFORMATION  
 
     
Item 1A. Risk Factors
26
     
Item 6. Exhibits
27
 
2


CSP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
 
 
 
June 30,
2008
 
September 30,
2007 
 
ASSETS
 
(Unaudited)
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
15,787
 
$
13,687
 
Short-term investments
   
450
   
7,690
 
Accounts receivable, net of allowances of $106 and $133
   
10,616
   
10,678
 
Inventories
   
6,533
   
6,072
 
Refundable income taxes
   
1,216
   
27
 
Deferred income taxes
   
229
   
229
 
Other current assets
   
1,537
   
1,587
 
Total current assets
   
36,368
   
39,970
 
Property, equipment and improvements, net
   
1,034
   
1,044
 
               
Other assets:
         
Long term investments
   
4,800
   
 
Goodwill
   
2,779
   
2,779
 
Deferred income taxes
   
280
   
254
 
Cash surrender value of life insurance
   
2,248
   
2,045
 
Other assets
   
296
   
349
 
Total other assets
   
10,403
   
5,427
 
Total assets
 
$
47,805
 
$
46,441
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
         
Current liabilities:
         
Accounts payable and accrued expenses
 
$
9,819
 
$
9,073
 
Deferred revenue
   
2,449
   
3,461
 
Pension and retirement plans
   
472
   
495
 
Income taxes payable
   
1,055
   
552
 
Deferred income taxes
   
280
   
279
 
Total current liabilities
   
14,075
   
13,860
 
Pension and retirement plans
   
7,288
   
6,859
 
Deferred income taxes
   
449
   
388
 
Other non current liabilities
   
260
   
 
Total liabilities
   
22,072
   
21,107
 
               
Commitments and contingencies
         
Shareholders’ equity:
         
Common stock, $.01 par; 7,500 shares authorized, 3,764 and 3,812 shares issued and outstanding , respectively
   
38
   
39
 
Additional paid-in capital
   
11,522
   
11,707
 
Retained earnings
   
15,714
   
15,236
 
Accumulated other comprehensive loss
   
(1,541
)
 
(1,648
)
Total shareholders’ equity
   
25,733
   
25,334
 
Total liabilities and shareholders’ equity
 
$
47,805
 
$
46,441
 
 
See accompanying notes to unaudited consolidated financial statements.

3


 
 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,
2008
 
June 30,
2007
 
June 30,
2008
 
June 30,
2007
 
Sales:
                 
Product
 
$
14,730
 
$
21,871
 
$
46,254
 
$
54,929
 
Services
   
4,425
   
4,073
   
12,455
   
10,964
 
Total sales
   
19,155
   
25,944
   
58,709
   
65,893
 
 
                         
Cost of sales:
                         
Product
   
12,339
   
16,837
   
38,246
   
42,217
 
Services
   
3,385
   
3,405
   
9,520
   
8,131
 
Total cost of sales
   
15,724
   
20,242
   
47,766
   
50,348
 
Gross profit
   
3,431
   
5,702
   
10,943
   
15,545
 
                           
Operating expenses:
                         
Engineering and development
   
471
   
665
   
1,650
   
1,838
 
Selling, general and administrative
   
3,113
   
3,762
   
9,875
   
10,317
 
Total operating expenses
   
3,584
   
4,427
   
11,525
   
12,155
 
Operating income (loss)
   
(153
)
 
1,275
   
(582
)
 
3,390
 
 
                         
Other income (expense):
                         
Foreign exchange gain (loss)
   
5
   
(1
)
 
28
   
(1
)
Other income, net
   
118
   
333
   
436
   
503
 
Total other income, net
   
123
   
332
   
464
   
502
 
Income (loss) before income taxes
   
(30
)
 
1,607
   
(118
)
 
3,892
 
Income tax expense (benefit)
   
(22
)
 
725
   
(40
)
 
1,777
 
Net income (loss)
 
$
(8
)
$
882
 
$
(78
)
$
2,115
 
Net income (loss) per share – basic
 
$
-
 
$
0.23
 
$
(0.02
)
$
0.56
 
Weighted average shares outstanding – basic
   
3,778
   
3,810
   
3,790
   
3,761
 
Net income (loss) per share – diluted
 
$
-
 
$
0.22
 
$
(0.02
)
$
0.54
 
Weighted average shares outstanding – diluted
   
3,778
   
3,967
   
3,790
   
3,926
 
 
See accompanying notes to unaudited consolidated financial statements

4

 
CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Nine Months Ended June 30, 2008
(Amounts in thousands)

   
Shares
 
Amount
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
other
comprehensive
income (loss)
 
Total
Shareholders’
Equity
 
Comprehensive
income (loss)
 
 
                             
Balance as of September 30, 2007
   
3,812
 
$
39
 
$
11,707
 
$
15,236
 
$
(1,648
)
$
25,334
       
Comprehensive income:
                                           
Net loss
   
   
   
   
(78
)
 
   
(78
)
$
(78
)
Other comprehensive income
                                           
Effect of foreign currency translation
   
   
   
   
   
45
   
45
   
45
 
Minimum pension liability
   
   
   
   
   
62
   
62
   
62
 
Total Comprehensive income
   
   
   
   
   
   
 
$
29
 
                                             
Exercise of stock options
   
27
   
   
112
   
   
   
112
       
Stock-based compensation
               
230
   
   
   
230
       
Issuance of shares under employee stock purchase plan
   
29
   
   
170
   
   
   
170
       
Purchase of treasury stock
   
(104
)
 
(1
)
 
(697
)
 
   
   
(698
)
     
Cumulative impact from adoption of FIN 48
   
   
   
   
556
   
   
556
       
Balance as of June 30, 2008
   
3,764
 
$
38
 
$
11,522
 
$
15,714
 
$
(1,541
)
$
25,733
       
 
See accompanying notes to unaudited consolidated financial statements

5

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

   
For the nine months ended  
 
   
June 30,
2008 
 
June 30,
2007
 
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
 
$
(78
)
$
2,115
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Depreciation
   
428
   
486
 
Insurance settlement gain
   
   
(240
)
Loss on disposal of fixed assets, net
   
4
   
1
 
Non-cash changes in accounts receivable
   
1
   
96
 
Non-cash compensation expense related to stock options
   
230
   
257
 
Deferred income taxes
   
47
   
994
 
Increase in cash surrender value of life insurance
   
(58
)
 
 
Changes in operating assets and liabilities:
             
Decrease (increase) in accounts receivable
   
577
   
(1,823
)
Increase in inventories
   
(453
)
 
(1,945
)
Increase in refundable income taxes
   
(1,181
)
 
(60
)
Decrease in other current assets
   
140
   
145
 
Decrease in other assets
   
54
   
54
 
Increase in accounts payable and accrued expenses
   
411
   
1,254
 
(Decrease) increase in deferred revenue
   
(1,132
)
 
375
 
Increase in pension and retirement plans
   
134
   
247
 
Increase in income taxes payable
   
1,272
   
730
 
Net cash provided by operating activities
   
396
   
2,686
 
Cash flows from investing activities:
           
Purchases of held-to-maturity securities
   
(16,550
)
 
(3,786
)
Maturities of held-to-maturity securities
   
18,990
   
2,589
 
Premiums paid on officer life insurance
   
(144
)
 
 
Change in cash surrender value of officer life insurance
   
   
(48
)
Purchases of property, equipment and improvements
   
(396
)
 
(406
)
Net cash provided by (used in) investing activities
   
1,900
   
(1,651
)
 
           
Cash flows from financing activities:
           
Proceeds from stock issued from the exercise of options
   
112
   
363
 
Proceeds from issuance of stock under employee stock purchase plan
   
170
   
193
 
(Purchase) issuance of common stock
   
(698
)
 
7
 
Net cash provided by (used in) financing activities
   
(416
)
 
563
 
Effects of exchange rate changes on cash
   
220
   
396
 
Net increase in cash and cash equivalents
   
2,100
   
1,994
 
Cash and cash equivalents, beginning of period
   
13,687
   
8,683
 
Cash and cash equivalents, end of period
 
$
15,787
 
$
10,677
 
Supplementary Cash flow information:
             
Cash paid for income taxes
 
$
214
 
$
104
 
Cash paid for interest
 
$
89
 
$
97
 
 
See accompanying notes to unaudited consolidated financial statements.

6


CSP INC. AND SUBSIDIARIES
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED June 30, 2008 AND 2007
 
Organization and Business
 
CSP Inc. (CSPI or the Company) was founded in 1968 and is based in Billerica, Massachusetts. To meet the diverse requirements of its industrial, commercial, scientific, and defense customers worldwide, CSPI and its subsidiaries develop and market IT integration solutions and high-performance cluster computer systems. The Company operates in two segments, its Systems segment and its Service and System Integration segment.
 
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, 2007.
 
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. Actual results may differ from those estimates under different assumptions or conditions.
 
3. Earnings Per Share of Common Stock 
 
Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income 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 by the assumed weighted average number of common shares outstanding.
 
The reconciliation of the denominators of the basic and diluted net income per share computations for the Company’s reported net income is as follows:
 
 
 
For the Three Months Ended  
 
For the Nine Months Ended  
 
 
 
June 30,
2008  
 
June 30,
2007  
 
June 30,
2008  
 
June 30,
2007  
 
 
 
(Amounts in thousands, except per share data)
 
                   
Net income (loss)
 
$
(8
)
$
882
 
$
(78
)
$
2,115
 
                   
Weighted average number of shares outstanding – basic
   
3,778
   
3,810
   
3,790
   
3,761
 
Incremental shares from the assumed exercise of stock options
   
   
157
   
   
165
 
Weighted average number of shares outstanding – diluted
   
3,778
   
3,967
   
3,790
   
3,926
 
Net income (loss) per share – basic
 
$
 
$
0. 23
 
$
(0.02
)
$
0.56
 
Net income (loss) per share - diluted
 
$
 
$
0. 22
 
$
(0.02
)
$
0.54
 
 
For the three and nine months ended June 30, 2008, options of 323,000 and 249,000, respectively, were excluded from the diluted net income per share calculation because their impact would have been anti-dilutive. For the three and nine months ended June 30, 2007, options of 325,000 and 339,000, respectively, were excluded from the diluted net income per share calculation because their impact would have been anti-dilutive.

7

 
4. Inventories
 
Inventories consist of the following:
 
 
 
June 30,
2008  
 
September 30,
2007  
 
   
(Amounts in thousands)
 
Raw materials
 
$
1,603
 
$
1,716
 
Work-in-progress
   
366
   
351
 
Finished goods
   
4,564
   
4,005
 
Total
 
$
6,533
 
$
6,072
 
 
5. Long-Term Investments
 
As of June 30, 2008, we held investments totaling $5.25 million (par value) which consist of long-term debt instruments with variable interest rates that periodically reset through an auction process ("auction rate securities"). All of our auction rate securities were originally acquired as held to maturity investments, during the six months ended March 31, 2008 and have final maturity dates ranging from 2027 to 2057.
 
Recent auctions for our auction rate securities have failed. An auction failure, which is not a default in the underlying debt instrument, occurs when there are more sellers than buyers at a scheduled interest rate auction date and parties desiring to sell their securities are unable to do so. When an auction fails, the interest rate is adjusted according to the provisions of the associated security agreement, which generally results in an interest rate that is higher than the interest rate the issuer pays in connection with successful auctions. Because of these failed auctions, we reclassified our entire $5.25 million investment portfolio to available-for-sale securities during the six months ended March 31, 2008. Accordingly, these investments are classified as available-for-sales as of June 30, 2008.
 
 Our investment in auction rate securities as of June 30, 2008 was diversified across six separate issues and each issue maintains scheduled interest rate auctions in either 7-day or 28-day intervals. All of our auction rate securities are currently rated Aaa by Moody's, AAA by Standard & Poor's and/or AAA by Fitch, which are the highest ratings issued by each respective rating agency. An aggregate $4.8 million (par value) of our auction rate securities which are classified as long term investments were issued by state agencies and are supported by student loans, for which repayment is substantially guaranteed by the U.S. government under the Federal Family Education Loan Program ("FFELP") or MBIA Insurance Co. The remaining $450 thousand is a closed end, preferred auction security secured by the assets of the closed end funds. These funds are legally required to maintain assets of 200% of the face value of the preferred auction securities. The $450 thousand will be redeemed in the near future, although no specific date has been set by the issuer.
 
Auction failures and the resulting lack of liquidity are affecting the entire auction rate securities market and we are currently unable to determine whether these conditions will be temporary. Some issuers have recently refinanced their auction rate securities and other issuers are in the process of doing so. We are currently unable to determine whether other issuers of our auction rate securities will attempt and/or be able to refinance. Several of the financial institutions that conduct auctions and broker auction rate securities have indicated that they plan to develop secondary markets for auction rate securities, but we are currently unable to determine whether such plans will succeed or if alternate markets that provide for orderly purchases and sales of auction rate securities will otherwise develop. Although we acquired our auction rate securities with the intention of selling them in the near term, due to the aforementioned uncertainties, all of our auction rate securities not redeemed or not intended to be redeemed, have been classified as long-term investments. Assets so classified totaled $4.8 million as of June 30, 2008. The $450 thousand closed end, preferred auction rate security that is expected to be redeemed within the next twelve months was classified as short term investments and are included in current assets as of June 30, 2008.

8

 
6. Comprehensive Income
 
The components of comprehensive income are as follows:
 
   
For the Three Months Ended
 
For the Nine Months Ended
 
   
June 30,
2008
 
June 30,
2007
 
June 30,
2008
 
June 30,
2007
 
   
(Amounts in thousands, except per share data)
 
Net income (loss)
 
$
(8
)
$
882
 
$
(78
)
$
2,115
 
Effect of foreign currency translation
   
(11
)
 
62
   
45
   
290
 
Minimum pension liability
   
10
   
   
62
   
 
Comprehensive income (loss)
 
$
(9
)
$
944
 
$
29
 
$
2,405
 
 
The components of Accumulated Other Comprehensive Loss are as follows:
 
   
June 30,
2008
 
September 30,
2007
 
   
(Amounts in thousands)
 
Cumulative effect of foreign currency translation
 
$
(662
)
$
(707
)
Additional minimum pension liability
   
(879
)
 
(941
)
Accumulated Comprehensive loss
 
$
(1,541
)
$
(1,648
)
 
7. Pension and Retirement Plans 
 
In the United Kingdom and Germany, the Company provides defined benefit pension plans and defined contribution plans for the majority of its employees. Domestically, the Company also provides benefits through supplemental retirement plans to certain current and former employees. These supplemental plans provide benefits derived out of cash surrender values relating to current and former employee and officer life insurance policies, equal to the difference between the amounts that would have been payable under the defined benefit pension plans, in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amounts actually payable under the defined benefit pension plans. Domestically, the Company provides for officer death benefits through post-retirement plans to certain officers.
 
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 sheet.
 
Our pension plan in the United Kingdom is the only plan with plan assets. The plan assets comprise 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 international plans are as follows:
 
   
For the Three Months Ended June 30
 
   
2008
 
2007
 
   
Foreign
 
U.S.
 
Total
 
Foreign
 
U.S.
 
Total
 
   
(Amounts in thousands)
 
Pension:
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
21
 
$
2
 
$
23
 
$
30
 
$
2
 
$
32
 
Interest cost
   
183
   
35
   
218
   
166
   
35
   
201
 
Expected return on plan assets
   
(125
)
 
   
(125
)
 
(122
)
 
   
(122
)
Amortization of:
                               
Prior service costs
   
8
   
5
   
13
   
11
   
12
   
23
 
Net transition asset
   
(2
)
 
   
(2
)
 
(1
)
 
   
(1
)
Net periodic benefit cost
 
$
85
 
$
42
 
$
127
 
$
84
 
$
49
 
$
133
 
 
9


   
For the Three Months Ended June 30
 
   
2008
 
2007
 
   
Foreign
 
U.S.
 
Total
 
Foreign
 
U.S.
 
Total
 
   
(Amounts in thousands)
 
Post Retirement:
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
 
$
16
 
$
16
 
$
 
$
14
 
$
14
 
Interest cost
   
   
13
   
13
   
   
10
   
10
 
Amortization of:
                         
Prior service costs
   
   
   
   
   
7
   
7
 
Net periodic benefit cost
 
$
 
$
29
 
$
29
 
$
 
$
31
 
$
31
 
 
 
 
For the Nine Months Ended June 30
 
   
2008
 
2007
 
   
Foreign
 
U.S.
 
Total
 
Foreign
 
U.S.
 
Total
 
   
(Amounts in thousands)
 
Pension:
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
64
 
$
6
 
$
70
 
$
89
 
$
5
 
$
94
 
Interest cost
   
553
   
104
   
657
   
495
   
107
   
602
 
Expected return on plan assets
   
(375
)
 
-
   
(375
)
 
(362
)
 
   
(362
)
Amortization of:
                               
Prior service costs
   
25
   
14
   
39
   
33
   
35
   
68
 
Net transition asset
   
(5
)
 
-
   
(5
)
 
(4
)
 
   
(4
)
Net periodic benefit cost
 
$
262
 
$
124
 
$
386
 
$
251
 
$
147
 
$
398
 
 
                         
                                       
Post Retirement:
                         
Service cost
 
$
 
$
48
 
$
48
 
$
 
$
42
 
$
42
 
Interest cost
   
   
39
   
39
   
   
30
   
30
 
Amortization of:
                             
Prior service costs
   
   
1
   
1
   
   
22
   
22
 
Net periodic benefit cost
 
$
 
$
88
 
$
88
 
$
 
$
94
 
$
94
 
 
8. Income Taxes

On October 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. This interpretation requires us to recognize in the consolidated financial statements only those tax positions determined to be more-likely-than-not of being sustained upon examination, based on the technical merits of the positions as of the reporting date.  If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the position are recognized. This is a different standard for recognition than was previously required. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.   At adoption of FIN 48, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. Any necessary adjustment is recorded directly to opening retained earnings in the period of adoption.  The cumulative effect of adoption of FIN 48, as of October 1, 2007, resulted in an increase to retained earnings of $556,000.

As of October 1, 2007, the total amount of unrecognized tax benefits was $260,000, all of which would affect our effective tax rate if recognized. We recognize interest and potential penalties accrued related to unrecognized tax benefits in our provision for income taxes. There were no accrued interest and/or penalties in our tax provision for the quarter ended December 31, 2007, nor were there any accrued penalties and interest included in our liabilities for uncertain tax positions as of October 1, 2007 and June 30, 2008.
 
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. We have not been notified of intent to audit, nor are we currently undergoing an income tax audit in any jurisdiction. With few exceptions, our returns are no longer subject to U.S. federal, state, or non-U.S. income tax examinations for the years before 2004.

10


9. Segment Information
 
The following table presents certain operating segment information.
 
 
 
Systems  
 
Service and
System
Integration 
 
Consolidated
Total 
 
Three Months Ended June 30, 2008
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
 
Product
 
$
1,193
 
$
13,537
 
$
14,730
 
Service
   
102
   
4,323
   
4,425
 
Total sales
 
$
1,295
 
$
17,860
 
$
19,155
 
Operating Income (loss)
 
$
(615
)
$
462
 
$
(153
)
Total assets
 
$
16,621
 
$
31,184
 
$
47,805
 
Capital expenditures
 
$
17
 
$
109
 
$
126
 
Depreciation
 
$
55
 
$
89
 
$
144
 
                     
Three Months Ended June 30, 2007
             
Sales:
             
Product
 
$
5,241
 
$
16,630
 
$
21,871
 
Service
   
106
   
3,967
   
4,073
 
Total sales
 
$
5,347
 
$
20,597
 
$
25,944
 
Operating Income
 
$
1,230
 
$
45
 
$
1,275
 
Total assets
 
$
19,302
 
$
26,312
 
$
45,614
 
Capital expenditures
 
$
72
 
$
50
 
$
122
 
Depreciation
 
$
64
 
$
99
 
$
163
 
                     
Nine Months Ended June 30, 2008
             
Sales:
             
Product
 
$
3,248
 
$
43,006
 
$
46,254
 
Service
   
231
   
12,224
   
12,455
 
Total sales
 
$
3,479
 
$
55,230
 
$
58,709
 
Operating Income (loss)
 
$
(2,826
)
$
2,244
 
$
(582
)
Total assets
 
$
16,621
 
$
31,184
 
$
47,805
 
Capital expenditures
 
$
101
 
$
295
 
$
396
 
Depreciation
 
$
168
 
$
260
 
$
428
 
                     
Nine Months Ended June 30, 2007
             
Sales:
             
Product
 
$
12,551
 
$
42,378
 
$
54,929
 
Service
   
796
   
10,168
   
10,964
 
Total sales
 
$
13,347
 
$
52,546
 
$
65,893
 
Operating Income
 
$
2,637
 
$
753
 
$
3,390
 
Total assets
 
$
19,302
 
$
26,312
 
$
45,614
 
Capital expenditures
 
$
258
 
$
148
 
$
406
 
Depreciation
 
$
199
 
$
287
 
$
486
 
 
Operating income (loss) is equal to sales, less: cost of sales, engineering and development and selling, general and administrative expenses, but is not affected by either non-operating charges/income or by income taxes. Non-operating charges/ income consists principally of investment income and interest expense. All intercompany transactions have been eliminated.
 
Total assets include deferred income tax assets and other financial instruments owned by the Company.

11

 
The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three and nine month periods ended June 30, 2008 and 2007.

   
For the Three Months Ended
 
For the Nine Months Ended
 
   
June 30,
2008
 
June 30,
2007
 
June 30,
2008
 
June 30,
2007
 
   
Amount
 
% of Revenues
 
Amount
 
% of Revenues
 
Amount
 
% of Revenues
 
Amount
 
% of Revenues
 
   
(Amounts in millions)
 
Raytheon Corporation
 
-
*  
-
%
$
4.4
   
17
%
$
-*
   
-
%
$
9.5
   
14
%
Atos Origin GmbH
 
$
2.5
   
13
%
$
3.5
   
14
%
$
7.0
   
12
%
$
8.6
   
13
%
Kabel Deutschland
 
$
0.3
   
2
%
$
4.4
   
17
%
$
4.4
   
7
%
$
6.9
   
10
%
 
* Less than $100 thousand

12


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 related to, among others, but not limited to, statements concerning future revenues and future business plans. Actual results may vary from those contained in such forward-looking statements.
 
Markets for our products and services are characterized by rapidly changing technology, new product introductions and short product life cycles. These changes can adversely affect our business and operating results. Our success will depend on our ability to enhance our existing products and services and to develop and introduce, on a timely and cost effective basis, new products that keep pace with technological developments and address increasing customer requirements. The inability to meet these demands could adversely affect our business and operating results.
 
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, goodwill, income taxes, deferred compensation and retirement plans, and contingencies. We base our estimates on historical performance and on various other assumptions that are believed 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, 2007 in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Results of Operations
 
Overview of the nine months ended June 30, 2008 Results of Operations
 
CSP Inc. operates in two segments:
 
Systems - the Systems segment consists of our MultiComputer division which designs, develops and manufactures signal processing computer platforms which are used primarily in military applications and the process control and data acquisition hardware business of our Modcomp division.
 
Service and System Integration - the Service and System Integration segment includes the computer systems’ maintenance and integration services and third-party computer hardware and software products businesses of our Modcomp subsidiary.
 
Highlights include:
 
Revenue decreased by approximately $7.2 million, or 11%, to $58.7 million for the nine months ended June 30, 2008 versus $65.9 million for the nine months ended June 30, 2007.
 
The operating loss for the nine months ended June 30, 2008 was $582 thousand versus operating income of $3.4 million for the nine months ended June 30, 2007, for a decrease of approximately $4.0 million, or 117%.
 
The net loss for the nine months ended June 30, 2008 was $78 thousand versus net income of $2.1 million for the nine months ended June 30, 2007, for a decrease of approximately $2.2 million, or 104%.
 
Net cash provided by operating activities was approximately $396 thousand for the nine months ended June 30, 2008 compared to net cash provided by operating activities of $2.7 million for the comparable period of 2007.

13

 
The following table details our results of operations in dollars and as a percentage of sales for the nine months ended June 30, 2008 and 2007:
 
 
 
June 30,
2008  
 
%
of sales  
 
June 30,
2007 
 
%
of sales 
 
Sales
 
$
58,709
   
100
%
$
65,893
   
100
%
Costs and expenses:
                 
Cost of sales
   
47,766
   
81
%
 
50,348
   
76
%
Engineering and development
   
1,650
   
3
%
 
1,838
   
3
%
Selling, general and administrative
   
9,875
   
17
%
 
10,317
   
16
%
Total costs and expenses
   
59,291
   
101
%
 
62,503
   
95
%
 
                 
Operating income (loss)
   
(582
)
 
(1
)%
 
3,390
   
5
%
Other income
   
464
   
1
%
 
502
   
1
%
Income (loss) before income taxes
   
(118
)
 
-
%
 
3,892
   
6
%
Provision for income taxes
   
(40
)
 
-
%
 
1,777
   
3
%
Net income (loss)
 
$
(78
)
 
-
%
$
2,115
   
3
%
 
Sales
 
The following table details our sales by operating segment for the nine months ended June 30, 2008 and 2007:
 
 
 
Systems  
 
Service and
System
Integration  
 
Total  
 
% of
Total 
 
For the nine months ended June 30, 2008:
 
 
 
 
 
 
 
 
 
Product
 
$
3,248
 
$
43,006
 
$
46,254
   
79
%
Services
   
231
   
12,224
   
12,455
   
21
%
Total
 
$
3,479
 
$
55,230
 
$
58,709
   
100
%
% of Total
   
6
%
 
94
%
 
100
%
     
                           
 
   
Systems
   
Service and
System
Integration 
   
Total 
   
% of
Total
 
For the nine months ended June 30, 2007:
                 
Product
 
$
12,551
 
$
42,378
 
$
54,929
   
83
%
Services
   
796
   
10,168
   
10,964
   
17
%
Total
 
$
13,347
 
$
52,546
 
$
65,893
   
100
%
% of Total
   
20
%
 
80
%
 
100
%
   
                           
 
 
 
Systems
 
 
Service and
System
Integration 
 
 
Total 
 
 
%
increase
(decrease)
 
Increase (Decrease)
                 
Product
 
$
(9,303
)
$
628
 
$
(8,675
)
 
(16
)%
Services
   
(565
)
 
2,056
   
1,491
   
14
%
Total
 
$
(9,868
)
$
2,684
 
$
(7,184
)
 
(11
)%
% increase (decrease)
   
(74
)%
 
5
%
 
(11
)%
     
 
Total revenues decreased by approximately $7.2 million or 11%, in the first nine months of fiscal year 2008 compared to the same period of fiscal year 2007. Systems segment revenue decreased by approximately $9.9 million while Service and System Integration segment revenues increased by approximately $2.7 million.
 
Product revenues decreased by approximately $8.7 million, or 16% in the first nine months of fiscal year 2008 compared to the first nine months of fiscal 2007. Systems segment product revenue decreased by approximately $9.3 million, while Service and System Integration segment product revenue increased by approximately $628 thousand.

14

 
The $9.3 million decrease in the Systems segment product revenue was primarily due to the decrease in sales to Raytheon of $9.4 million over the prior year period. Prior year sales to Raytheon were in connection with an order for sixteen systems that were shipped over the course of fiscal 2007. Sales to Raytheon for the nine months ended June 30, 2008 were approximately $78,000 consisting of spare parts and repairs. In addition, sales to Kyokuto Boeki Kaisha (“KBK”) decreased by approximately $664 thousand for the nine months ended June 30, 2008 versus the prior year comparable period, while product sales to Lockheed Martin and General Dynamics increased by $605 thousand and $189 thousand, respectively.
 
The $628 thousand increase in the Service and System Integration segment product revenue was due to a $2.9 million increase in product sales from the segment’s US operations offset by a $2.3 million decrease in shipments in the segment’s German operations. In the US operation, the increase was driven primarily by increased new-customer sales versus prior year new-customer sales, which accounted for approximately $3.1 million of the increase. This increase was offset by total net decreases to all other customers totaling approximately $200 thousand. The German division decrease was due to lower sales volume of $4.4 million offset by an increase due to the stronger Euro versus the US dollar during the nine months ended June 30, 2008 versus the comparable period of fiscal 2007, which totaled approximately $2.1 million. The decrease in sales volume was due to lower sales to large customers, Kabel Deutschland, Atos Origin and Bytemobile. Sales to these customers decreased by $3.0 million, $2.6 million and $700 thousand, respectively. These decreases were due to large project wins in the prior year, which did not recur in the current year due to the lack of significant IT investment and projects in fiscal year 2008. Offsetting these decreases, were sales to two new customers, UnityMedia which totaled approximately $2.0 million and Bayer which totaled approximately $700 thousand. The remaining $800 thousand decrease was from decreases to all other customers combined.
 
Service revenues increased by approximately $1.5 million, or 14% for the first nine months of fiscal year 2008 compared to the first nine months of fiscal 2007. Service and System Integration segment service revenues increased by approximately $2.1 million, while service revenue in the Systems segment decreased by approximately $565 thousand. In the Service and System Integration segment, service revenues from the German division increased by approximately $2.6 million, approximately $1.0 million of which was the result of the foreign currency fluctuation impact and approximately $1.6 million was due to increased sales volume. The increase in sales volume was due to higher levels of professional services for consulting work in archiving and identity and access management. Offsetting the increased services revenues in Germany, service revenue in the UK subsidiary of the Service and System Integration segment decreased by approximately $663 thousand, resulting from the non-recurrence of a large development project to a single customer, NCH, delivered in the third quarter of fiscal 2007. Service revenues in the Systems segment decreased primarily as a result of the absence of any royalty revenue from Lockheed Martin which totaled approximately $522 thousand for the nine months ended June 30, 2007.
 
Our sales by geographic area, based on the location to which the products were shipped or services rendered, are as follows:

   
For the Nine Months Ended
         
   
(Amounts in thousands)
 
 
   
   
June 30,
2008
 
 %
 
June 30,
2007
 
 %
 
$ Increase/
(Decrease)
 
% Increase/
(Decrease)
 
North America
 
$
27,246
   
46
%
$
34,460
   
52
%   
$
(7,214
)
 
(21
)%
Europe
   
28,210
   
48
%
 
28,666
   
44
%
$
(456
)
 
(2
)%
Asia Pacific
   
3,253
   
6
%
 
2,767
   
4
%
$
486
   
18
%
Totals
 
$
58,709
   
100
%
$
65,893
   
100
%
$
(7,184
)
     
 
North American revenue, in the first nine months of fiscal 2008, decreased versus the comparable period of fiscal 2007, largely due to the decrease in sales in the Systems segment related to the decrease in sales to Raytheon of $9.4 million offset by the increases in sales to General Dynamics of approximately $189 thousand, referred to above combined with the increases in product sales in the US operation of Service and System Integration segment to domestic customers, which totaled $1.8 million.
 
The decrease in revenues in Europe for the nine months ended June 30, 2008 versus the comparable period of fiscal 2007 was due primarily to the reasons set forth above with respect to sales volumes and foreign exchange rate fluctuations in the German operations of the Service and System Integration segment. To summarize the data presented above, approximately $2.8 million of the decrease was related to decreased sales volume from the German division and approximately $700 thousand was due to lower sales volume in from the UK division. Offsetting these decreases, the foreign exchange rate change of a stronger Euro versus the US dollar accounted for an increase in Europe sales of $3.1 million. The increase in sales in Asia Pacific was due to sales from the US division of the Service and System Integration segment of approximately $1.1 million offset by lower sales in the Systems segment to KBK in the nine month period ended June 30, 2008 versus the nine months ended June 30, 2007 of approximately $664 thousand.

15

 
Cost of Sales and Gross Margins
 
The following table details our cost of sales by operating segment for the nine months ended June 30, 2008 and 2007:

 
 
Systems  
 
Service and
Systems
Integration  
 
Total 
 
% of
Total 
 
For the nine months ended June 30, 2008:
 
 
 
 
 
 
 
 
 
Product
 
$
1,956
 
$
36,290
 
$
38,246
   
80
%
Services
   
91
   
9,429
   
9,520
   
20
%
Total
 
$
2,047
 
$
45,719
 
$
47,766
   
100
%
% of Total
   
4
%
 
96
%
 
100
%
     
% of Sales
   
59
%
 
83
%
 
81
%
     
                           
Gross Margins:
                         
Product
   
40
%
 
16
%
 
17
%
     
Services
   
61
%
 
23
%
 
24
%
     
Total
   
41
%
 
17
%
 
19
%
     
                           
 
   
Systems
 
 
Service and
Systems
Integration 
 
 
Total 
 
 
% of
Total 
 
For the nine months ended June 30, 2007:
               
Product
 
$
4,965
 
$
37,252
 
$
42,217
   
84
%
Services
   
190
   
7,941
   
8,131
   
16
%
Total
 
$
5,155
 
$
45,193
 
$
50,348
   
100
%
% of Total
   
10
%
 
90
%
 
100
%
   
% of Sales
   
39
%
 
86
%
 
76
%
   
Gross Margins:
                         
Product
   
60
%
 
12
%
 
23
%
     
Services
   
76
%
 
22
%
 
26
%
     
Total
   
61
%
 
14
%
 
24
%
     
                           
 
   
Systems
   
Service and
Systems
Integration 
   
Total 
   
% increase
(decrease)
 
Increase (decrease)
                         
Product
 
$
(3,009
)
$
(962
)
$
(3,971
)
 
(9
)%
Services
   
(99
)
 
1,488
   
1,389
   
17
%
Total
 
$
(3,108
)
$
526
 
$
(2,582
)
 
(5
)%
% Increase
   
(60
)%
 
1
%
 
(5
)%
     
% of Sales
   
20
%
 
(3
)%
 
5
%
     
                           
Gross Margins:
                         
Product
   
(20
)%
 
4
%
 
(6
)%
     
Services
   
(15
)%
 
1
%
 
(2
)%
     
Total
   
(20
)%
 
3
%
 
(5
)%
     
 
Total cost of sales decreased by approximately $2.6 million for the nine months ended June 30, 2008, over the comparable period in fiscal 2007, to $47.8 million, down from $50.3 million in the prior year period. The decrease in cost of sales was due, overall, to the decrease in sales, but reflected an overall 5% decline in gross margin to 19% for the current year nine month period versus 24% in the prior year nine month period. This decrease in the overall gross margin was due to (i) the lower level of Systems segment sales as discussed above, coupled with the significant decline in the gross margins in the Systems segment which decreased from 61% gross margin for the nine months ended June 30, 2007 to 41% for the nine months ended June 30, 2008, a decline of 20% in the gross margin. The decline was due, in large part to low production levels associated with the low level of sales in the segment, resulting in a higher volume of unabsorbed overhead charged to cost of sales, and also to prior year Systems segment revenues having included approximately $522 thousand in royalty revenue, which carry no cost of sales; versus no royalty revenue in the nine months ended June 30, 2008.

16

 
The gross profit margin for the Service and System Integration segment increased by 3% gross margin from 14% for the prior year nine-month period to 17% for the nine month period ended June 30, 2008. This increase was due primarily to a greater number of smaller orders, which generally carry higher gross margin than large, high volume orders, coupled with greater sales volume of products that carry higher margins than those sold in the prior year nine month period. In addition, a greater percentage of Service and System Integration segment sales were from services (22%) in the Fiscal 2008 nine-month period versus the prior year nine-month period (19%). Gross margin on service revenues ranged from between 22% to 23% versus product gross margins which ranged from between 12% to 16%, in the Service and System Integration segment.
 
Engineering and Development Expenses
 
The following table details our engineering and development expenses by operating segment for the nine months ended June 30, 2008 and 2007:
 
   
For the Nine Months Ended
 
 
 
 
 
   
June 30,
2008
 
% of
Total
 
June 30,
2007
 
% of
Total
 
$
(Decrease)
 
%
(Decrease)
 
   
(Amounts in thousands)
 
By Operating Segment:
 
 
 
 
 
 
 
 
 
 
     
Systems
 
$
1,650
   
100
$
1,767
   
96
$
(117
)
 
(7
)%
Service and System Integration
   
-
   
-
%
 
71
   
4
%
 
(71
)
 
(100
)%
Total
 
$
1,650
   
100
%
$
1,838
   
100
%
$
(188
)
 
(10
)%
 
Engineering and development expenses decreased by $188 thousand, or approximately 10%, in the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007, due primarily to lower consulting costs in connection with reduced R&D activities in the Systems segment and lower costs in the Service and System Integration segment due to reduction in headcount in the UK division.
 
Selling, General and Administrative Expenses
 
The following table details our selling, general and administrative expenses by operating segment for the nine months ended June 30, 2008 and 2007:
 
   
For the Nine Months Ended
         
   
June 30,
2008
 
% of
Total
 
June 30,
2007
 
% of
Total
 
$ Increase/
(Decrease)
 
% Increase/
(Decrease)
 
   
(Amounts in thousands)
 
By Operating Segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
Systems
 
$
2,608
   
26
$
3,788
   
37
$
(1,180
)
 
(31
)%
Service and System Integration
   
7,267
   
74
%
 
6,529
   
63
%
$
738
   
11
%
Total
 
$
9,875
   
100
%
$
10,317
   
100
%
$
(442
)
 
(4
)%
 
Total selling, general and administrative (“SG&A”) expenses decreased by approximately $442 thousand, or 4%, for the first nine months of 2008 compared to the corresponding period of fiscal 2007. The decrease in Systems segment SG&A as shown above, resulted from lower commission and bonus expense of approximately $505 thousand, and lower audit fees of approximately $614 thousand. The increase in SG&A expenses in the Service and System Integration segment as shown in the table above resulted from higher commission expense of approximately $385 thousand, due primarily to the higher sales volume in the US operations. SG&A expenses were higher in the German division of the Service and System integration segment due to higher sales and marketing headcount, which accounted for $259 thousand of the increase and the foreign currency fluctuation impact related to the higher Euro vs. the US dollar, which accounted for $260 thousand of the increase in expense. SG&A expenses in the UK division decreased by approximately $218 thousand due a reduction in headcount versus the prior year

17

 
Other Income/Expenses
 
The following table details our other income/expenses for the nine months ended June 30, 2008 and 2007:
 
   
For the Nine Months Ended
     
   
June 30,
2008
 
June 30,
2007
 
$ Increase
(Decrease)
 
   
(Amounts in thousands)
 
Interest expense
 
$
(68
)
$
(72
)
$
4
 
Interest income
   
519
   
357
   
162
 
Foreign exchange gain (loss)
   
28
   
(1
)
 
29
 
Insurance settlement gain ent gain
   
-
   
240
   
(240
)
Other expense, net
   
(15
)
 
(22
)
 
7
 
Total other income, net
 
$
464
 
$
502
 
$
(38
)
 
Total other income decreased by $38 thousand for the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007, as shown above. The increase in interest income was due to larger holdings of investments and interest bearing deposits in the current year period. The increase in interest income was offset by a decrease due to the non-recurrence of the insurance settlement gain that was realized in the prior year nine-month period. This gain resulted from the death benefit received by the Company exceeding the carrying cash surrender value on the policy.
 
Overview of the quarter ended June 30, 2008 Results of Operations
 
Highlights include:
 
Revenue decreased by approximately $6.8 million, or 26%, to $19.2 million for the quarter ended June 30, 2008 versus $25.9 million for the quarter ended June 30, 2007.
 
Operating income decreased by approximately $1.4 million, or 112%, to an operating loss of $153 thousand for the quarter ended June 30, 2008 versus operating income of $1.3 million for the quarter ended June 30, 2007.
 
Net income decreased by $890 thousand, or 101%, to a net loss of $8 thousand for the quarter ended June 30, 2008 versus net income of $882 thousand for the quarter ended June 30, 2007.
 
The following table details our results of operations in dollars and as a percentage of sales for the quarters ended June 30, 2008 and 2007:
 
 
 
June 30,
2008 
 
%
of sales 
 
June 30,
2007 
 
%
of sales 
 
Sales
 
$
19,155
   
100
%
$
25,944
   
100
%
Costs and expenses:
                     
Cost of sales
   
15,724
   
82
%
 
20,242
   
78
%
Engineering and development
   
471
   
3
%
 
665
   
3
%
Selling, general and administrative
   
3,113
   
16
%
 
3,762
   
14
%
Total costs and expenses
   
19,308
   
101
%
 
24,669
   
95
%
Operating income
   
(153
)
 
(1
)%
 
1,275
   
5
%
Other income
   
123
   
1
%
 
332
   
1
%
 
                   
Income before income taxes
   
(30
)
 
-
%
 
1,607
   
6
%
Provision for income taxes
   
(22
)
 
-
%
 
725
   
3
%
Net income
 
$
(8
)
 
-
%
$
882
   
3
%
 
18

 
Sales
 
The following table details our sales by operating segment for the three months ended June 30, 2008 and 2007:
 
 
 
Systems 
 
Service and
System
Integration 
 
Total 
 
% of
Total 
 
For the three months ended June 30, 2008:
 
 
 
 
 
 
 
 
 
Product
 
$
1,193
 
$
13,537
 
$
14,730
   
77
%
Services
   
102
   
4,323
   
4,425
   
23
%
Total
 
$
1,295
 
$
17,860
 
$
19,155
   
100
%
% of Total
   
7
%
 
93
%
 
100
%
   
                           
  
   
Systems
   
Service and
Systems
Integration
 
 
Total
 
 
% of
Total
 
For the three months ended June 30, 2007:
                 
Product
 
$
5,241
 
$
16,630
 
$
21,871
   
84
%
Services
   
106
   
3,967
   
4,073
   
16
%
Total
 
$
5,347
 
$
20,597
 
$
25,944
   
100
%
% of Total
   
21
%
 
79
%
 
100
%
   
                           
 
   
Systems
   
Service and
System
Integration
   
Total
   
%
increase
 
Increase (Decrease)
                 
Product
 
$
(4,048
)
$
(3,093
)
$
(7,141
)
 
(33
)%
Services
   
(4
)
 
356
   
352
   
9
%
Total
 
$
(4,052
)
$
(2,737
)
$
(6,789
)
 
(26
)%
% increase (decrease)
   
(76
)%
 
(13
)%
 
(26
)%
     
 
As shown above, total revenues decreased by approximately $6.8 million, or 26%, for the quarter ended June 30, 2008 compared to the same period of fiscal year 2007. Systems segment revenues decreased by approximately $4.1 million for the current year quarter versus the prior year quarter and Service and System Integration segment revenues decreased by approximately $2.7 million.
 
Product revenues decreased by approximately $7.1 million, or 33% for the quarter ended June 30, 2008 compared to the comparable period of fiscal 2007. This change in product revenues was made up of a decrease in product revenues in the Service and System Integration segment of approximately $3.1 million over the prior year quarter and a decrease in product revenues in the Systems segment of $4.0 million versus the prior year quarter.
 
The decrease in the Service and System Integration segment product revenue was primarily due to a decrease in product sales in the German operation of $4.2 million, offset by an increase of approximately $1.1 million in product sales in our US operations of this segment. The $4.2 million decrease from the German operations, consisted of a decrease of approximately $5.0 million caused by lower sales volume, offset by an increase of approximately $800 thousand due to the effect of a stronger Euro versus the US dollar, during the quarter ended June 30, 2008 versus the quarter ended June 30, 2007. The decrease in sales volume was due to lower sales to large customers, Kabel Deutschland and Atos Origin. Sales to these customers decreased by $4.2 million and $2.0 million, respectively. These decreases were due to large project wins realized in the prior year quarter, which did not recur in the current year quarter due to the lack of significant IT investment and projects in fiscal year 2008. Offsetting these decreases, were sales to two new customers, UnityMedia which totaled approximately $507 thousand and Bayer which totaled approximately $647 thousand.
 
The decrease in the Systems segment product revenues of approximately $4.0 million for the quarter ended June 30, 2008 versus the comparable period in fiscal 2007 was primarily due to the decrease in sales to Raytheon of approximately $4.4 million over the prior year period. Prior year sales to Raytheon were in connection with an order for sixteen systems that were shipped over the course of fiscal 2007. Sales to Raytheon for the three months ended June 30, 2008 were approximately $40 thousand consisting of spare parts and repairs. In addition, sales to Lockheed Martin decreased by approximately $133 thousand, while sales to KBK increased by approximately $562 thousand for the three months ended June 30, 2008 versus the prior year comparable period.

19

 
As shown in the table above, service revenues increased by approximately $352 thousand, or 9% for the quarter ended June 30, 2008 compared to the comparable quarter of fiscal 2007. This increase was substantially from the Service and System Integration segment wherein service revenue increased by approximately $356 thousand. This increase was driven primarily from the German division wherein service revenue increased by approximately $1.2 million, approximately $409 thousand of which was the result of the foreign currency fluctuation impact and approximately $791 thousand was due to increased sales volume. The increase in sales volume was to higher levels of professional services for consulting work in archiving and identity and access management. Offsetting the increased services revenues in Germany, service revenue in the UK subsidiary of the Service and System Integration segment decreased by approximately $754 thousand, resulting from the non-recurrence of a large development project to a single customer, NCH, delivered in the third quarter of fiscal 2007.
 
Our sales by geographic area, based on the location to which the products were shipped or services rendered, are as follows:

   
For the Three Months Ended
         
   
(Amounts in thousands)
         
   
June 30,
2008
   %  
June 30,
2007
   
$ Increase/
(Decrease)
 
% Increase(Decrease)
 
North America
 
$
8,026
   
42
%
$
12,654
   
49
%
$
(4,628
)
 
(37
)%
Europe
   
8,867
   
46
%
 
12,706
   
49
%
 
(3,839
)
 
(30
)%
Asia Pacific
   
2,262
   
12
%
 
584
   
2
%
 
1,678
   
287
%
Totals
 
$
19,155
   
100
%
$
25,944
   
100
%
$
(6,789
)
 
(26
)%
 
The decrease in North American revenue in for quarter ended June 30, 2008 versus the prior year quarter, was due to the decrease in sales to Raytheon of $4.4 million.
 
The decrease in revenues in Europe for the three months ended June 30, 2008 versus the comparable period of fiscal 2007 was due primarily to the reasons set forth above with respect to sales volumes and foreign exchange rate fluctuations in the German operations of the Service and System Integration segment. To summarize the data presented above approximately $4.2 million of the decrease was related to decreased sales volume from the German division and approximately $754 thousand was due to lower sales volume in from the UK division. Offsetting these decreases, there was an increase of $1.2 million related to the foreign exchange rate change of a stronger Euro versus the US dollar.
 
The increase in sales in Asia Pacific was due to sales from the US division of the Service and System Integration segment of approximately $1.1 million plus increased sales in the Systems segment to KBK in the quarter ended June 30, 2008 versus the quarter ended June 30, 2007 of approximately $562 thousand.
 
Cost of Sales
 
The following table details our cost of sales by operating segment for the three months ended June 30, 2008 and 2007:

 
 
Systems 
 
Service and
System
Integration 
 
Total 
 
% of
Total 
 
For the three months ended June 30, 2008:
 
 
 
 
 
 
 
 
 
Product
 
$
629
 
$
11,710
 
$
12,339
   
78
%
Services
   
20
   
3,365
   
3,385
   
22
%
Total
 
$
649
 
$
15,075
 
$
15,724
   
100
%
% of Total
   
4
%
 
96
%
 
100
%
     
% of Sales
   
50
%
 
84
%
 
82
%
     
                           
Gross Margins:
                         
Product
   
47
%
 
13
%
 
16
%
     
Services
   
80
%
 
22
%
 
24
%
     
Total
   
50
%
 
16
%
 
18
%
     
                           
 
 
   
Systems
 
 
Service and
System
Integration
 
 
Total
 
 
% of
Total
 
For the three months ended June 30, 2007:
                 
Product
 
$
2,083
 
$
14,753
 
$
16,836
   
83
%
Services
   
18
   
3,388
   
3,406
   
17
%
Total
 
$
2,101
 
$
18,141
 
$
20,242
   
100
%
 
20

 
     
Systems 
   
Service and
System
Integration
   
Total 
   
% of
Total
 
% of Total
   
10
%
 
90
%
 
100
%
   
% of Sales
   
39
%
 
88
%
 
78
%
   
                           
Gross Margins:
                         
Product
   
60
%
 
11
%
 
23
%
     
Services
   
84
%
 
15
%
 
16
%
     
Total
   
61
%
 
12
%
 
22
%
     
                           
     
Systems
   
Service and
System
Integration
   
Total
   
% of
Total
 
Increase (Decrease)
                 
Product
 
$
(1,454
)
$
(3,043
)
$
(4,497
)
 
(27
)%
Services
   
2
   
(23
)
 
(21
)
 
(1
)%
Total
 
$
(1,452
)
$
(3,066
)
$
(4,518
)
 
(22
)%
 
                         
% Increase (decrease)
   
(69
)%
 
(17
)%
 
(22
)%
     
% of Sales
   
11
%
 
(4
)%
 
4
%
     
                           
Gross Margins:
                         
Product
   
(13
)%
 
2
%
 
(7
)%
     
Services
   
(4
)%
 
7
%
 
8
%
     
Total
   
(11
)%
 
4
%
 
(4
)%
     
 
Total cost of sales decreased by approximately $4.5 million for the quarter ended June 30, 2008, versus the quarter ended June 30, 2007, to $15.7 million down from $20.2 million in the prior year quarter. The decrease in cost of sales was due, overall, to the decrease in sales volume and revenues, but reflects an overall 4% decline in gross margin to 18% for the current year quarter versus 22% in the prior year quarter. This decrease in the overall gross margin was due to (i) the lower level of System segment sales as discussed above, coupled with a 11% decline in the gross margin in the Systems segment which decreased from 61% gross margin for the quarter ended June 30, 2007 to 50% for the quarter ended June 30, 2008. The decline was due to the low production levels in the quarter ended June 30, 2008 associated with the low level of sales resulting in a higher volume of unabsorbed overhead charged to cost of sales.
 
Gross profit margins for the Service and System Integration segment increased by 4% gross margin from 12% for the prior year quarter to 16% for the current year quarter ended June 30, 2008. This increase was due primarily to a greater number of smaller orders, which generally carry higher gross margin than large, high volume orders, coupled with greater sales volume of products that carry higher margins than those sold in the prior year quarter.

21

 
Engineering and Development Expenses
 
The following table details our engineering and development expenses by operating segment for the three months ended June 30, 2008 and 2007: 

   
For the Three Months Ended
         
   
June 30,
2008
 
% of
Total
 
June 30,
2007
 
% of
Total
 
$
Decrease
 
%
Decrease
 
   
(Amounts in thousands)
 
By Operating Segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
Systems
 
$
470
   
100
%
$
625
   
94
%
$
(155
)
 
(25
)%
Service and System Integration
   
-
   
-
%
 
40
   
6
%
 
(40
)
 
(100
)%
Total
 
$
470
   
100
%
$
665
   
100
%
$
(195
)
 
(29
)%
 
Engineering and development expenses decreased by $195 thousand, or approximately 29%, in the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007, due primarily to lower consulting costs in connection with reduced R&D activities in the Systems segment and lower costs in the Service and System Integration segment due to reduction in headcount in the UK division.
 
Selling, General and Administrative
 
The following table details our selling, general and administrative expense by operating segment for the three months ended June 30, 2008 and 2007:

   
For the Three Months Ended
         
   
June 30,
2008
 
% of
Total
 
June 30,
2007
 
% of
Total
 
$
(Decrease)
 
%
(Decrease)
 
   
(Amounts in thousands)
 
By Operating Segment:
     
 
 
 
 
 
 
 
 
 
 
Systems
 
$
790
   
25
%
$
1,391
   
37
%
$
(601
)
 
(43
)%
Service and System Integration
 
 
2,323
   
75
%
 
2,371
   
63
%
 
(48
)
 
(2
)%
Total
 
$
3,113
   
100
%
$
3,762
   
100
%
$
(649
)
 
(17
)%
 
Total selling, general and administrative (“SG&A”) expenses decreased by $649 thousand, or 17%, in the quarter ended June 30, 2008 compared to the corresponding quarter of fiscal 2007. The Systems segment SG&A expenses decreased by approximately $601 thousand, while SG&A expenses in the Services and System Integration segment decreased by approximately $48 thousand. The decrease in the System segment expense was due to a decrease in audit fees of $183 thousand, which were higher in the fiscal quarter ended June 30, 2007 due to compliance issues related to the completion of our statutory filings for the prior fiscal year that did not recur, lower commissions and bonus expense of approximately $315 thousand, due to lower sales volume and earnings, lower legal fees of approximately $39 thousand and more favorable increase in cash surrender value on officer life insurance of approximately $65 thousand.

22

 
Other Income/Expenses
 
The following table details our other income/expenses for the three months ended June 30, 2008 and 2007:

 
 
For the Three Months Ended    
 
 
 
 
 
June 30,
2008  
 
June 30,
2007  
 
$ Increase/
(Decrease)
 
 
 
(Amounts in thousands)
 
Interest expense
 
$
(22
)
$
(24
)
 
2
 
Interest income
   
134
   
117
   
17
 
Foreign exchange gain (loss)
   
5
   
(2
)
 
7
 
Insurance settlement gain
   
   
240
   
(240
)
Other income, net
   
6
   
1
   
5
 
Total other income, net
 
$
123
 
$
332
   
(209
)
 
Total other income decreased by $209 thousand for the three months ended June 30, 2008 compared to the same period of fiscal 2007, as shown above. The increase in interest income was due to larger holdings of investments and interest bearing deposits in the current year quarter. The increase in interest income was offset by a decrease due to the non-recurrence of the insurance settlement gain that was realized in the prior year three-month period. This gain resulted from the death benefit received by the Company exceeding the carrying cash surrender value on the policy.
 
Income Taxes
 
Income Tax Provision
 
The company recorded income tax benefit of $22 thousand and $40 thousand for the quarter and nine months ended June 30, 2008, respectively, reflecting an effective income tax benefit rate of 34% for the nine months ended June 30, 2008, compared to income tax expense of $725 thousand and $1.8 million for the quarter and nine months ended June 30, 2007, respectively, reflecting an effective tax rate of 46% for the nine months ended June 30, 2007. The tax benefit for the nine months ended June 30, 2008 was due to the carryback of the operating loss of our US operation for the nine month period. For the nine months ended June 30, 2007, our effective tax rate was higher than the U.S. statutory rate due to the increased profitability in the U.S. plus profitability of our European subsidiaries, primarily Germany.
 
In assessing the realizability of deferred tax assets, we considered our taxable future earnings and the expected timing of the reversal of temporary differences. Accordingly, we have recorded a valuation allowance which reduces the gross deferred tax asset to an amount which we believe will more likely than not be realized. Our inability to project future profitability beyond fiscal year 2008 in the U.S. and cumulative losses incurred in recent years in the U.K. represent sufficient negative evidence under SFAS 109 to record a valuation allowance against certain deferred tax assets. We maintained a substantial valuation allowance against our U.K. deferred tax assets as we have experienced continued cumulative losses and do not have any indication that the operation will be profitable in the future to an extent that will allow us to utilize much of our net operating loss carryforwards. To the extent that actual experience deviates from our assumptions, our projections would be affected and hence our assessment of realizability of our deferred tax asset may change.
 
Liquidity and Capital Resources
 
Our primary source of liquidity is our cash, cash equivalents and short term investments, which decreased by approximately $5.1 million to approximately $16.2 million as of June 30, 2008 as compared to approximately $21.4 million as of September 30, 2007. Significant items that account for this reduction in cash and short term investments include (i) the reclassification of auction rate security investments totaling $4.8 million, which historically were classified as short term, to long term investments; (ii) cash provided by operating activities of approximately $396 thousand, (iii) cash used by financing activities of approximately $416 thousand, (iv) cash used to purchase property, plant and equipment of $396 thousand and (v) a use of cash to pay premiums on officers’ life insurance of $144 thousand.
 
We reclassified $4.8 million of auction rate security investments from short term to long term because recent auctions for these securities have failed. Because of these failed auctions, and the uncertainty as to whether future auctions will fail, we can not determine whether we will be able to liquidate these investments over the ensuing one-year period, and therefore have classified these investments to long term. (See also footnote 5, in the footnotes to financial statements and Part II Item 1A Risk Factors.)
 
23

 
Cash provided by operations of approximately $396 thousand was due substantially to a decrease in accounts receivable of approximately $577 thousand, depreciation expense of approximately $428 thousand, increase in accounts payable and accrued expenses of $411 and stock-based compensation of approximately $230 thousand, offset by a decrease in deferred revenue of approximately $1.1 million.
 
In financing activities, we used $698 thousand to purchase treasury stock and received cash totaling $282 thousand for CSPI common stock issued for stock options exercised pursuant to the Company’s stock option and stock purchase plans.
 
If cash generated from operations is insufficient to satisfy working capital requirements, we may need to access funds through bank loans, sale of securities or other means. There is no assurance that we will be able to raise any such capital on terms acceptable to us, on a timely basis or at all. 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 or continue to effectively operate our business.
 
Based on our current plans and business conditions, management believes that our available cash and investments and cash generated from operations will be sufficient to provide for our working capital and capital expenditure requirements for the foreseeable future.
 
Inflation and Changing Prices
 
Management does not believe that inflation and changing prices had significant impact on sales, revenues or income from continued operations during the three and nine month periods ended June 30, 2008 and 2007. There is no assurance that our business will not be materially and adversely affected by inflation and changing prices in the future.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk

As disclosed in our Annual Report on Form 10-K for the year ended September 30, 2007, our major market risk exposure relates to adverse fluctuations in interest rates risk and foreign currency exchange risk. We believe our exposure associated with these market risks has not changed materially since September 30, 2007.
 
 
We are also exposed to market risk relating to our long-term investments in auction rate securities due to uncertainties in the credit and capital markets.  As of June 30, 2008, the fair value of our investments in auction rate securities was $5.25 million of which $4.8 million is classified as long term investments. The balance of $450 thousand is classified as short-term investments and should be redeemed within the next twelve months.   The fair value of our long term auction rate securities may change significantly due to events and conditions in the credit and capital markets.  The current fair value of our auction rate securities would be significantly lower if the market price of these securities were to decline.  Assuming a 10% adverse change in the market price of these securities overall, the fair value would decline approximately $480 thousand. However, each of our auction rate security investments have different features and are subject to different risks and therefore, any market decline would impact these securities to a different degree.  While these investments and/or issuers are currently rated AAA by various credit rating agencies as of June 30, 2008, these securities/issuers could be subject to review for possible downgrade.  Any downgrade in these credit ratings may result in additional decline in estimated fair value of our auction rate securities.  Changes in the various assumptions used to value these securities and any increase in the markets’ perceived risk associated with such investments may also result in a decline in estimated fair value.

24

 
Item 4. Controls and Procedures
 
We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008. 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 June 30, 2008, the Company’s chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
 
This quarterly report is not required to include, and does not include, a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm.
 
Changes in Internal Controls over Financial Reporting 

During the quarter ended June 30, 2008, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

25

 
PART II. OTHER INFORMATION
 
Item 1A.    Risk Factors
 
       There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the other information set forth in this quarterly report, you should carefully read and consider "Item 1A. Risk Factors" in Part I and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our Annual Report on Form 10-K for the year ended September 31, 2007, which contains descriptions of significant factors that might cause the actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended September 31, 2007, except as set forth below:
 
 
WE HAVE INVESTED A PORTION OF OUR CASH IN AUCTION RATE SECURITIES, THE MARKET FOR WHICH HAS BECOME ILLIQUID. ALTHOUGH WE ACQUIRED THESE SECURITIES WITH THE INTENTION OF SELLING THEM IN THE NEAR TERM, WE MAY BE REQUIRED TO HOLD THEM INDEFINITELY.
 
       As of June 30, 2008, we held $5.25 million (par value) of which are long-term debt instruments with variable interest rates that periodically reset through an auction process ("auction rate securities"). All of our auction rate securities were originally acquired during the six months ended March 31, 2008 and have final maturity dates ranging from 2027 to 2057.
 
       Recent auctions for our auction rate securities have failed. An auction failure, which is not a default in the underlying debt instrument, occurs when there are more sellers than buyers at a scheduled interest rate auction date and parties desiring to sell their securities are unable to do so. When an auction fails, the interest rate is adjusted according to the provisions of the associated security agreement, which generally results in an interest rate that is higher than the interest rate the issuer pays in connection with successful auctions.
 
       Our investment in auction rate securities as of June 30, 2008 was diversified across six separate issues and each issue maintains scheduled interest rate auctions in either 7-day or 28-day intervals. All of our auction rate securities are currently rated Aaa by Moody's, AAA by Standard & Poor's and/or AAA by Fitch, which is the highest rating issued by each respective rating agency. An aggregate $4.8 million (par value) of our auction rate securities which are classified as long term investments were issued by state agencies and are supported by student loans for which repayment is substantially guaranteed by the U.S. government under the Federal Family Education Loan Program ("FFELP") or MBIA Insurance Co. The remaining $450 thousand is a closed end preferred auction security secured by the assets of the closed end funds. The fund is legally required to maintain assets of 200% of the face value of the preferred auction securities. The $450 thousand will be redeemed in the near future, although no specific date has been set by the issuer.
 
Auction failures and the resulting lack of liquidity are affecting the entire auction rate securities market and we are currently unable to determine whether these conditions will be temporary. Some issuers have recently refinanced their auction rate securities and other issuers are in the process of doing so. As noted above, we have been notified that some of our holdings will be redeemed. We are currently unable to determine whether other issuers of our auction rate securities will attempt and/or be able to refinance. Several of the financial institutions that conduct auctions and broker auction rate securities have indicated that they plan to develop secondary markets for auction rate securities, but we are currently unable to determine whether such plans will succeed or if alternate markets that provide for orderly purchases and sales of auction rate securities will otherwise develop. Although we acquired our auction rate securities with the intention of selling them in the near term, due to the aforementioned uncertainties, all of our auction rate securities not intended to be redeemed which total $4.8 million, have been classified as long-term investments on our consolidated balance sheet as of June 30, 2008. The $450 thousand auction rate security that will be redeemed within the next twelve months was classified as short term investments in current assets on our consolidated balance sheet as of June 30, 2008.
 
We expect to fund short-term and long-term liquidity needs from our cash and cash equivalent and short term investments totaling $16.2 million as of June 30, 2008, operating cash flow and, if necessary, funds borrowed under our $2.5 million unsecured revolving credit facility or other future financing arrangements.

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Item 6. Exhibits
 
Number
 
Description
  3.1
 
Articles of Organization and amendments thereto (incorporated by reference to Exhibit 3.1 to our Form 10-K for the year ended September 30, 2007)
     
  3.2
 
By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our Form 10-K for the year ended September 30, 2007)
     
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
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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.
     
Date: August 14, 2008
By:
/s/ Alexander R. Lupinetti
 
 
Alexander R. Lupinetti
 
 
Chief Executive Officer,
 
 
President and Chairman
     
Date: August 14, 2008
By:
/s/ Gary W. Levine
 
 
Gary W. Levine
 
 
Chief Financial Officer
 
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Exhibit Index
 
Number
 
Description
3.1
 
Articles of Organization and amendments thereto (incorporated by reference to Exhibit 3.1 to our Form 10-K for the year ended September 30, 2007)
     
3.2
 
By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our Form 10-K for the year ended September 30, 2007)
     
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
29