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EX-32.1 - EXHIBIT 32.1 - CSP INC /MA/cspi-20160930xex321.htm
EX-31.2 - EXHIBIT 31.2 - CSP INC /MA/cspi-20160930xex312.htm
EX-31.1 - EXHIBIT 31.1 - CSP INC /MA/cspi-20160930xex311.htm
EX-23.1 - EXHIBIT 23.1 - CSP INC /MA/consent-20160930xex231.htm
EX-21.1 - EXHIBIT 21.1 - CSP INC /MA/subsidiarylist-20160930xex.htm
                            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    
EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended September 30, 2016.
 
¨
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 000-10843
 
CSP Inc.
(Exact name of Registrant as specified in its Charter)
 
Massachusetts
04-2441294
(State of incorporation)
(I.R.S. Employer Identification No.)
 
175 Cabot Street, Lowell, Massachusetts 01854
(Address of principal executive offices)
 
(978) 954-5038
(Registrant's telephone number including area code)
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Exchange on Which Registered 
 
Common Stock, par value $0.01 per share
NASDAQ Global Market
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
 
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  x    No  ¨.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨
Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller Reporting Company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.    Yes  ¨    No  x
 
As of March 31, 2016, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $28,944,452 based on the closing sale price of $5.97 as reported on the Nasdaq Global Market.
 
As of December 26, 2016, we had outstanding 3,820,737 shares of common stock.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Certain portions of the information required in Part III of this Form 10-K are incorporated by reference from our definitive proxy statement for our 2017 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended September 30, 2016.


                            

TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 1
 7
 12
 
 
 
 
 
 14
 23
 25
 
 
 
 
 
 25
 26
 
 
 
 
 
 
 
 
Note: Items 1B, 6 and 7A are not required for Smaller Reporting Companies and therefore are not furnished.
 
 
 
 


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Special Note Regarding Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. This information may involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. The discussion below contains certain forward-looking statements related but not limited to, among others, statements concerning future revenues and future business plans. Forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “should,” “could,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “would” and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, the forward-looking statements are subject to significant risks and uncertainties, and thus we cannot assure you that these expectations will prove to be correct, and  actual results may vary from those contained in such forward-looking statements. We discuss many of these risks and uncertainties in Item 1A under the heading “Risk Factors” in this Annual Report.

Factors that may cause such variances include, but are not limited to, our dependence on a small number of customers for a significant portion of our revenue, our high dependence on contracts with the U.S. federal government, our reliance in certain circumstances on single sources for supply of key product components, and intense competition in the market segments in which we operate. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. We have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this annual report, and we assume no obligation to update any such forward-looking statements, other than as required by law.


PART I
 
Item 1.
Business
 
CSP Inc. (“CSPI” or “the Company” or “we” or “our”) was incorporated in 1968 and is based in Lowell, Massachusetts. To meet the diverse requirements of our commercial, and defense customers worldwide, CSPI and its subsidiaries develop and market IT integration solutions, advanced security and managed services, purpose built network adapters, and high-performance cluster computer systems.

Segments

CSPI operates in two segments; High Performance Products ("HPP") and Technology Solutions ("TS").
    
HPP Segment

The HPP segment revenues have two distinct product lines: (i) our Multicomputer product portfolio of computing systems for digital signal processing ("DSP") applications within the defense market and (ii) our Myricom product line of network Ethernet adapters that are offered to both commercial and government customers.

Our Multicomputer revenue flows from a modest number of existing high-value customers that support the deployment and maintenance of systems utilized by domestic and foreign government entities. During fiscal 2015, the Company determined to no longer design and develop new systems for the defense market and is not expected to participate in next generation of defense systems and applications. Instead, the Company will focus on servicing the existing product line. As a result, the revenue from these products as a percentage of overall Company revenue is expected to decline over time as we focus on the growth of our Myricom products and TS Segment product line.

Our Myricom product portfolio derives its revenues from a line of network Ethernet adapters purchased by a wide range of customers in three specialized markets: (i) packet capture, (ii) financial transactions and (iii) the storage interconnect market. Our primary customers in the packet capture market include government agencies that want the ability to capture, inject, and analyze network traffic at line rate, and original equipment manufacturers ("OEM") selling into vendors of computer security appliances. Our customers in the financial transactions market include

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banks, brokerages, and other trading firms looking for low latency adapters with value-added features specifically tied to market data feeds. Our storage interconnect market customers are primarily in the film industry using our adapters for film editing.

TS Segment

The TS segment consists of our wholly-owned Modcomp subsidiary, which operates in the United States, Germany and the United Kingdom.

The TS segment generates product revenues by reselling third-party computer hardware and software as a value added reseller (“VAR”). The TS segment generates service revenues by the delivery of integration services for complex IT environments, including advanced security; unified communications and collaboration; wireless and mobility; data center solutions; and network solutions as well as managed IT services ("MSP") that primarily serve the small and mid-sized business market ("SMB").

Third party products and professional services are marketed and sold through the Company's direct sales force into a variety of vertical markets, including; automotive; defense; health care; education; federal, state and local government; and maritime.


Sales Information by Industry Segment
 
The following table details our sales by operating segment for fiscal years ending September 30, 2016 and 2015. Additional segment and geographical information is set forth in Note 14 to our financial statements.
 
Segment
 
2016
 
%
 
2015
 
%
 
 
(Dollar amounts in thousands)
HPP
 
$
16,342

 
16
%
 
$
13,948

 
16
%
TS
 
87,025

 
84
%
 
75,358

 
84
%
Total Sales
 
$
103,367

 
100
%
 
$
89,306

 
100
%
 
HPP Segment
 
Products and Services
 
In the HPP segment, we design, manufacture and deliver products and services to customers that require specialized networking and signal processing.

Our DSP product line (also referred to as the "Multicomputer" product portfolio) utilizes commercially available, industry standard compliant hardware components and open source software to deliver high-performance, high density and low power consuming computer solutions to our customers. These systems incorporate tens to hundreds of processors, interconnected by a high-bandwidth network. They are specifically designed for analysis of complex signals and images in real-time or in modeling and simulations. CSPI's experience in processing density, large memory subsystems, high-bandwidth networking components, optimized signal processing libraries, and specialized algorithms facilitates use of these DSP products in the military/defense markets.

Our Ethernet adapters and solutions product line (also referred to as the “Myricom" product line) consists of high performance 10 Gigabit ("10G") Ethernet adapters and application software specialized for vertical markets. By optimizing latency, throughput and cost, these solutions address the requirements of applications in the packet capture, financial transaction, broadcast video and media markets.
 
Products

Our Multicomputer product portfolio includes the 2000 SERIES VME and 3000 SERIES VXS systems. The 2000 SERIES products, with PowerPC RISC processors with AltiVec™ technology, high-speed memory and Myrinet-2000™ cluster interconnect are in deployment by customers in the aerospace, commercial and defense markets. The 3000 SERIES VXS product line, incorporating the Freescale QorIQ PowerPC processors with AltiVec technology, targets high performance DSP,

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signal intelligence (“SIGINT”), radar and sonar applications in airborne, shipboard and unmanned aerial vehicle (“UAV”) platforms where space, power and cooling are at a premium. The HPP segment continues to ship existing products to its customer base and support an installed base of DSP systems.

Our Myricom product line includes10G Ethernet adapters and associated network adapter software for Linux, Windows, Mac OS X and VMware ESX that we acquired through an asset purchase on November 4, 2013. The acquired line of network 10GBASE-T adapters, marketed under the name Myricom ARC Series, continue to meet the critical requirements of performance, multi-platform compatibility, software vendor approval, and maturity required in the media and entertainment market. ARC Series adapters are a preferred choice for media editors as they have been tested and qualified for use with the Avid® MediaCentral™ Platform and similar software packages popular among media editors. Our latest generation of ARC Series adapters is based on FPGA technology and purpose built for complex and demanding applications including automated trading and network monitoring. We introduced The ARC Series with DBL™ (“DBL”) to the market during fiscal 2015. DBL offers the ultra-low latency requirements of the high frequency trading market. However, adoption of the ARC Series with DBL product line was less than expected with limited success in Windows operating system environments. As a result, we have shifted R&D resources to accelerate the introduction of our new ARC Series with Sniffer10G software (“Sniffer 10G”) which is expected to be introduced to the packet capture market during fiscal 2017. Likely customers include enterprise and government customers seeking the ability to perform thorough inspection of the network traffic to provide better detection of cyber threats enabled by 100% lossless packet capture and packet injection required for network surveillance, including lawful intercept; deep packet inspection for use by Intrusion Detection systems ("IDS"), forensic tools and denial-of-service ("DDoS") defense applications .

Royalties

    We license the design of certain of our 2000 SERIES computer processor boards and switched interconnect technology to third parties. In exchange for licensing this technology, we receive a royalty payment for each processor board that the licensee produces that utilizes our design for these products.


 
Markets, Marketing and Dependence on Certain Customers
 
Aerospace & Defense Market
 
We have discontinued the design and development of new systems for the defense market and do not expect to participate in the next generation of defense systems and applications. Our focus for fiscal 2017 and beyond is to continue our support of established products and existing system deployments made by government entities with support requirements that often extend beyond twenty years.

Financial Transactions Market

Myricom network adapters with DBL application software address the need for the ultra-low latency required in the world of financial trading. Running DBL on ARC Series extreme performance network adapters provides unmatched acceleration for 10G Ethernet environments, with benchmarked application-to-application latency in the single digit microseconds for Linux and Microsoft Windows operating systems.

Packet Capture Market

Myricom Sniffer10G software, running on ARC Series Ethernet adapters, provides enterprise and government customers and partners the ability to capture, inject, and analyze network traffic at line rate for all Ethernet packet sizes, with low host-CPU overhead. Sniffer 10G serves the following market segments: network surveillance, monitoring and analysis; test, measurement and packet generation; deep packet inspection (DPI); and as a critical technology component within Intrusion Detection Systems ("IDS"), forensic tools and distributed denial-of-service (DDoS) defense appliances.

Storage Interconnect Market

Myricom network adapters are used in a wide range of applications that connect to storage subsystems using Ethernet. Most of these customers are using content creation applications from the storage system to video editing work stations. We also have customers in the supercomputing market and building cable head ends. These adapters with the Myri10GE software deliver best in class throughput performance for Ethernet controllers.

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Competition
 
The markets for our HPP segment are very competitive. Customer requirements coupled with advances in technology drive our efforts to continuously improve existing products and develop new ones outside the defense market. Applications expertise, product innovation, strong technical support and dedicated customer service allow us to compete as a provider of high-performance products and solutions.

Our primary direct competitors for the Myricom products are Solarflare and Intel. In specific application areas we also compete with Napatech and Accolade Technology for the packet processing business; Small Tree, ATTO, and Chelsio in the content creation/post production markets; and Mellanox in the financial services arena. Intel solutions will remain attractive to customers in markets that require the lowest price and whose needs are met by commodity hardware adapters. Myricom network adapters offer enhanced features, such as support for kernel bypass technologies, 100% lossless packet capture, as well as precision time stamping.

 
Manufacturing, Assembly and Testing
 
Currently, all Multicomputer systems are shipped to our customers directly from our plant in Lowell, Massachusetts. Our manufacturing activities consist mainly of final assembly and testing of printed circuit boards and systems that are designed by us and fabricated by outside third party vendors.
 
Upon our receipt of material and components from outside suppliers, our quality assurance technicians inspect these products and components. During manufacture and assembly, both sub-assemblies and completed systems are subjected to extensive testing, including burn-in and environmental stress screening designed to minimize equipment failure at delivery and over the useful service life of the system. We also use diagnostic programs to detect and isolate potential component failures. A comprehensive log is maintained of past failures to monitor the ongoing reliability of our products and improve design standards.

Currently, Myricom products are shipped to our customers directly from our plant in Lowell, Massachusetts. Our network adapters are designed by us and fabricated by outside third party vendors. Material and components received from outside suppliers are inspected by our quality assurance technicians.

We provide a warranty covering defects arising from the sale of Multicomputer and Myricom products, which varies from 90 days to three years, depending upon the particular unit in question.

 Sources and Availability of Raw Materials
 
Several components used in our HPP segment products are obtained from sole-source suppliers. We are dependent on key vendors such as Freescale Semiconductor, Inc. for PowerPC processors for our 2000 SERIES and our 3000 SERIES VXS products and Wind River Systems, Inc. for VxWorks operating system software. Despite our dependence on these sole-source suppliers, based on our current forecast, we do not consider the risk of interruption of supply to be significant, therefore, we expect to meet our projected sales obligations over the near term, because we have adequate inventory on hand and/or our current requirements can be met in the existing supply chain.


Research and Development
 
For the year ended September 30, 2016, our expenses for R&D were approximately $3.0 million compared to approximately $2.8 million for fiscal year 2015. Expenditures for R&D are expensed as they are incurred. Product development efforts in fiscal year 2016 involved enhancements to our Myricom products, in which we expect to continue to make investments related to the development of new hardware adapter products and the software that enables the hardware to meet the needs of specific applications. Our current R&D plan is intended to extend the usefulness and marketability of these products by reducing latency, improving precision time stamping capabilities, and adding features, such as enhanced arbitration, to deliver products fine-tuned to meet the needs of our markets.

Intellectual Property

We rely on a combination of trademark and trade secret laws in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual property rights. We do not own any material patent rights.

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Backlog
 
The backlog of customer orders and contracts in the HPP segment was approximately $4.9 million at September 30, 2016 as compared to $1.6 million at September 30, 2015. Our backlog can fluctuate greatly. These fluctuations can be due to the timing of receipt of large orders often for purchases from prime contractors for sales to the government. It is expected that all of the customer orders in backlog will ship within the next twelve months from September 30, 2016.

 TS Segment
 
Products and Services
 
Integration Solutions
 
In the TS segment, we focus on VAR integrated solutions including third-party hardware, software and technical computer-related consulting services and managed services. Our value proposition is our ability to integrate diverse third-party components together into a complete solution to install the system at the customer site and to offer high value IT consulting services to deliver solutions.
 
Third-Party Hardware and Software
 
Our wholly-owned subsidiary, Modcomp, sells third-party hardware and software products in the information technology market, with a strategic focus on industry standard servers and data center infrastructure solutions, midrange data storage infrastructure products, network products, unified communications and IT security hardware and software solutions. Our key offerings include products from HP, Cisco Systems, IBM, Juniper Networks, Dell, Citrix, Dell EMC, Intel, VMWare, Fortinet, nCircle, Microsoft, Arcsight and Checkpoint. Through our business relationships with these vendors, we are able to offer competitively priced robust products to meet our customers' diverse technology needs, providing procurement and engineering expertise in server infrastructure, storage, security, unified communications and networking, to the small-to-medium sized businesses (“SMBs”) and large enterprise businesses (“LEBs”) with complex IT environments. We offer our customers a single point of contact for complex multi-vendor technology purchases. Many of our SMB customers have unique technology needs and may lack technical purchasing expertise or have very limited IT engineering resources on staff. We also provide installation, integration, logistical assistance and other value-added services that customers may require. Our current customers are in web and infrastructure hosting, education, telecommunications, healthcare services, distribution, financial services, professional services and manufacturing. We target SMBs and LEB customers across all industries.

Professional Services
 
We provide professional IT consulting services in the following areas:

Implementation, integration, migration, configuration, installation services and project management.

Unified Storage Platforms ("USPs"). We help our customers implement USP solutions using products from Dell, EMC, HP and NetApp. USPs have advantages over conventional storage architecture, which include cost savings from better utilization of hardware and lower headcount requirements to run and maintain data storage systems, higher availability and faster data access rates resulting in increased productivity.

Virtualization. We help our customers implement virtualization solutions using products from companies such as VMWare and Citrix that allow one computer to do the job of multiple computers by sharing resources of a single computer across multiple environments. Virtualization eliminates physical and geographical limitations and enables users to host multiple operating systems and applications on fewer servers. Benefits include energy cost savings, lower capital expenditure requirements, high availability of resources, better desktop management, increased security and improved disaster recovery.
 
Enterprise security intrusion prevention, network access control and unified threat management. Using third-party products from companies like Checkpoint, Palo Alto, Juniper Networks and Cisco Systems, our services are designed to ensure data security and integrity through the establishment of virtual private networks, firewalls and other technologies.

IT security compliance services. We provide services for IT security compliance with personal privacy laws such as the Payment Card Industry Data Security Standard (PCI DSS), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and internal control regulations under the Sarbanes-Oxley Act (SOX).

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Unified communications, wireless and routing and switching solutions using Cisco Systems and Aruba Networks products and services.
 
Custom software applications and solutions development and support. We develop custom applications to customer specifications using industry standard platforms such as Microsoft.Net, SharePoint and OnBase. We are a Microsoft Gold Partner.
 
Managed IT services that include monitoring, reporting and management of alerts for the resolution and preventive general IT and IT security support tasks.

Maintenance and technical support for third-party products including hardware and software, operating system and user support.
 
Markets, Marketing and Dependence on Certain Customers
 
We are an IT systems integrator and computer hardware and software VAR. We also provide technical services to achieve a value-add to our customers. We operate within the VAR sales channels of major computer hardware and software OEMs, primarily within the geographic areas of our sales offices and across the U.S. We provide innovative IT solutions, including a myriad of infrastructure products with customized integration consulting services and managed services to meet the unique requirements of our customers. We market the products and services we sell through sales offices in the U.S., Germany and the U.K. using our direct sales force (for a list of our locations, see Item 2 of this Form 10-K).
 
Competition
 
Our primary competition in the TS segment is other VARs ranging from small companies that number in the thousands, to large enterprises such as CDW, PC Connection, Insight, MoreDirect, Dimension Data, Bechtle AG, Presidio and Computacenter AG & Co oHG. In addition, we compete directly with many of the companies that manufacture the third-party products we sell, including Cisco Systems, IBM, Hewlett Packard (HP), EMC (now part of Dell) and others. In the network management, security and storage systems integration services business, our competitors are extensive and vary to a certain degree in each of the geographical markets, but they also include such national competitors as HP/EDS, IBM and Cap Gemini.
 
Nearly all of our product offerings are available through other channels. Favorable competitive factors for the TS segment include procurement capability, product diversity which enables the delivery of complete and custom solutions to our customers and the strength of our key business relationships with the major IT OEMs. We also consider our ability to meet the unique and/or specialized needs of the SMB and LEB markets and our strong knowledge of the IT products that we sell to be a key competitive advantage. Our ability to provide managed services through our network operations center and the consulting integration services required to design and install the custom solutions that fit our customers' IT needs are distinct competitive advantages. Unfavorable competitive factors include low name recognition, limited geographic coverage and pricing.
 
Backlog
 
The backlog of customer orders and contracts for the TS segment was approximately $10.9 million at September 30, 2016, as compared to $10.1 million at September 30, 2015. Our backlog can fluctuate greatly. These fluctuations can be due to the timing of receiving large orders for third- party products and/or IT services. It is expected that all of the customer orders in backlog will ship and/or be provided during fiscal year 2017.

Significant Customers
 
See Note 14 in the notes to the consolidated financial statements for detailed information regarding customers which comprised 10% or more of consolidated revenues for the years ended September 30, 2016 and 2015.
 
Employees
 
On September 30, 2016, we had approximately 185 full time equivalent employees worldwide for our consolidated operations. None of our employees is represented by a labor union and we have had no work stoppages in the last three fiscal years. We consider relations with our employees to be good.
 
Financial Information about Geographic Areas
 
Information regarding our sales by geographic area and percentage of sales based on the location to which the products are shipped or services rendered are in Note 14 of the notes to the consolidated financial statements.

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Item 1A.
Risk Factors
 
If any of the risks and uncertainties set forth below actually materialize, our business, financial condition and/or results of operations could be materially and adversely affected, the trading price of our common stock could decline and a stockholder could lose all or part of its, his or her investment. The risks and uncertainties set forth below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations.

We depend on a small number of customers for a significant portion of our revenue and loss of any customer could significantly affect our business.

Both the HPP and TS segments are reliant upon a small number of significant customers, and the loss of or significant reduction in sales to any one of which could have a material adverse effect on our business. For the fiscal year ended September 30, 2016, two customers accounted for approximately $32.8 million in revenue, or 32% of our total revenues for the fiscal year. A significant reduction in the sales to or loss of any of our major customers would have a material adverse effect on our business, financial condition and results of operations. In addition, our revenues are largely dependent upon the ability of our customers to continue to grow or need services or to develop and sell products that incorporate our products. No assurance can be given that our customers will not experience financial or other difficulties that could adversely affect their operations and, in turn, our results of operations.
 
We depend on key personnel and skilled employees and face competition in hiring and retaining qualified employees.
 
We are largely dependent upon the skills and efforts of our senior management, managerial, sales and technical employees. None of our senior management personnel or other key employees are subject to any employment contracts except Victor Dellovo, our Chief Executive Officer and President. The loss of services of any of our executives or other key personnel could have a material adverse effect on our business, financial condition and results of operations. Our future success will depend to a significant extent on our ability to attract, train, motivate and retain highly skilled technical professionals. Our ability to maintain and renew existing engagements and obtain new business depends, in large part, on our ability to hire and retain technical personnel with the skills that keep pace with continuing changes in industry standards and technologies. The inability to hire additional qualified personnel could impair our ability to satisfy our growing client base, requiring an increase in the level of responsibility for both existing and new personnel. There can be no assurance that we will be successful in retaining current or future employees.

We depend on contracts with the federal government for a significant portion of our revenue, and our business could be seriously harmed if the government significantly decreased or ceased doing business with us.
 
We derived 6% of our total revenue in fiscal year 2016 and 5% of our total revenue in fiscal year 2015 from the Department of Defense ("DoD") as a subcontractor. We expect that the DoD contracts will continue to be important to our business for the foreseeable future. If we were suspended or debarred from contracting with the federal government generally, the General Services Administration, or any significant agency in the intelligence community or the DoD, if our reputation or relationship with government agencies were to be impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, prospects, financial condition and operating results would be materially and adversely affected.

To be successful, we must respond to the rapid changes in technology. If we are unable to do so on a timely basis our business could be materially adversely affected.

Our future success will depend in large part on our ability to enhance our current products and to develop new commercial products on a timely and cost-effective basis in order to respond to technological developments and changing customer needs. The design-in process is typically lengthy and expensive and there can be no assurance that we will be able to continue to meet the product specifications of our customers in a timely and adequate manner. In addition, if we fail to anticipate or to respond adequately to changes in technology and customer preferences, or if there is any significant delay in product developments or introductions, this could have a material adverse effect on our business, financial condition and results of operations, including the risk of inventory obsolescence. Because of the complexity of our products, we have experienced delays from time to time in completing products on a timely basis. If we are unable to design, develop or introduce competitive new products on a timely basis, our future operating results would be adversely affected, particularly in our HPP segment. There can be no assurance that we will be successful in developing new products or enhancing our existing products on a timely or cost-effective basis, or that such new products or product enhancements will achieve market acceptance.


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We rely on single sources for supply of certain components and our business may be seriously harmed if our supply of any of these components or other components is disrupted.
 
Several components used in our HPP products are currently obtained from sole-source suppliers. We are dependent on key vendors like Mellanox Technologies for our high-speed interconnect components. Generally, suppliers may terminate our purchase orders without cause upon 30 days' notice and may cease offering products to us upon 180 days' notice. Although we do not consider the risk of interruption of supply to be a significant risk in the near term, if in the future, Mellanox Technologies were to limit or reduce the sale of such components to us, or if these or other component suppliers, some of which are small companies, were to experience future financial difficulties or other problems which could prevent them from supplying the necessary components, such events could have a material adverse effect on our business, financial condition and results of operations. These sole source and other suppliers are each subject to quality and performance risks, materials shortages, excess demand, reduction in capacity and other factors that may disrupt the flow of goods to us or our customers, which thereby may adversely affect our business and customer relationships.
 
We have no guaranteed supply arrangements with our suppliers and there can be no assurance that our suppliers will continue to meet our requirements. If our supply arrangements are interrupted, there can be no assurance that we would be able to find another supplier on a timely or satisfactory basis. Any shortage or interruption in the supply of any of the components used in our products, or the inability to procure these components from alternate sources on acceptable terms, could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that severe shortages of components will not occur in the future. Such shortages could increase the cost or delay the shipment of our products, which could have a material adverse effect on our business, financial condition and results of operations. Significant increases in the prices of these components would also materially adversely affect our financial performance since we may not be able to adjust product pricing to reflect the increase in component costs. We could incur set-up costs and delays in manufacturing should it become necessary to replace any key vendors due to work stoppages, shipping delays, financial difficulties or other factors and, under certain circumstances, these costs and delays could have a material adverse effect on our business, financial condition and results of operations.

Our international operations are subject to a number of risks.
We market and sell our products in certain international markets and we have established operations in the U.K. and Germany. Foreign-based revenue is determined based on the location to which the product is shipped or services are rendered and represented 31% and 34% of our total revenue for the fiscal years ended September 30, 2016 and 2015, respectively. If revenues generated by foreign activities are not adequate to offset the expense of establishing and maintaining these foreign subsidiaries and activities, our business, financial condition and results of operations could be materially adversely affected. In addition, there are certain risks inherent in transacting business internationally, such as changes in applicable laws and regulatory requirements, export and import restrictions, export controls relating to technology, tariffs and other trade barriers, longer payment cycles, problems in collecting accounts receivable, political instability, fluctuations in currency exchange rates, expatriation controls and potential adverse tax consequences, any of which could adversely impact the success of our international activities. A portion of our revenues are from sales to foreign entities, including foreign governments, which are primarily paid in the form of foreign currencies. There can be no assurance that one or more of such factors will not have a material adverse effect on our future international activities and, consequently, on our business, financial condition or results of operations.

Systems failures may disrupt our business and have an adverse effect on our results of operations.
Any systems failures, including network, software or hardware failures, whether caused by us, a third party service provider, unauthorized intruders and hackers, computer viruses, natural disasters, power shortages or terrorist attacks, could cause loss of data or interruptions or delays in our business or that of our clients. Like other companies, we have experienced cyber security threats to our data and systems, our company sensitive information, and our information technology infrastructure, including malware and computer virus attacks, unauthorized access, systems failures and temporary disruptions. We may experience similar security threats at customer sites that we operate and manage as a contractual requirement. Prior cyber attacks directed at us have not had a material adverse impact on our business or our financial results, and we believe that our continuing commitment toward threat detection and mitigation processes and procedures will avoid such impact in the future. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted.
In addition, the failure or disruption of our email, communications or utilities could cause us to interrupt or suspend our operations or otherwise harm our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our actual results could differ materially and adversely from those anticipated.

8

                            

The systems and networks that we maintain for our clients, although highly redundant in their design, could also fail. If a system or network we maintain were to fail or experience service interruptions, we might experience loss of revenue or face claims for damages or contract termination. Our errors and omissions liability insurance may be inadequate to compensate us for all the damages that we might incur and, as a result, our actual results could differ materially and adversely from those anticipated.
 
We face competition that could adversely affect our sales and profitability.
 
The markets for our products are highly competitive and are characterized by rapidly changing technology, frequent product performance improvements and evolving industry standards. Many of our competitors are substantially larger than we are and have greater access to capital and human resources and in many cases price their products and services less than ours. In addition, due to the rapidly changing nature of technology, new competitors may emerge. Competitors may be able to offer more attractive pricing or develop products that could offer performance features that are superior to our products, resulting in reduced demand for our products. Such competitors could have a negative impact on our ability to win future business opportunities. There can be no assurance that a new competitor will not attempt to penetrate the various markets for our products and services. Their entry into markets historically targeted by us may have a material adverse effect on our business, financial condition and results of operations.

Our business could be adversely affected by changes in budgetary priorities of the federal government.
 
Because we derive a significant percentage of our revenue from contracts with the federal government, changes in federal government budgetary priorities could directly affect our financial performance. A significant decline in government expenditures, a shift of expenditures away from programs that we support or a change in federal government contracting policies could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts.
 
In years when Congress does not complete its budget process before the end of its fiscal year (September 30), government operations are funded through a continuing resolution (CR) that temporarily funds federal agencies. Recent CRs have generally provided funding at the levels provided in the previous fiscal year and have not authorized new spending initiatives. When the federal government operates under a CR, delays can occur in the procurement of products and services. Historically, such delays have not had a material effect on our business; however, should funding of the federal government by CR be prolonged or extended, and sequestration is not alleviated, it could continue to have significant consequences to our business and our industry.
 
Additionally, our business could be seriously affected if changes in DoD priorities reduces the demand for our services on contracts supporting some operations and maintenance activities or if we experience an increase in set-asides for small businesses, which could result in our inability to compete directly for contracts.

U.S. Federal government contracts contain numerous provisions that are unfavorable to us.
U.S. Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies, some of which are not typically found in commercial contracts, including allowing the government to:
cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
 claim rights in systems and software developed by us;
 suspend or debar us from doing business with the federal government or with a governmental agency;
 impose fines and penalties and subject us to criminal prosecution; and
 control or prohibit the export of our data and technology.
 
If the government terminates a contract for convenience, we may recover only our incurred or committed costs, settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, we may be unable to recover even those amounts, and instead may be liable for excess costs incurred by the government in procuring undelivered items and services from another source. Depending on the value of a contract, such termination could cause our actual results to differ materially and adversely from those anticipated.

As is common with government contractors, we have experienced and continue to experience occasional performance issues under certain of our contracts.  Depending upon the value of the matters affected, a performance problem that impacts

9

                            

our performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated.

Our operating results may fluctuate significantly.
 
Our operating results have fluctuated widely on a quarterly and annual basis during the last several years and we expect to experience significant fluctuations in future operating results. Many factors, some of which are beyond our control, have contributed to these fluctuations in the past and may continue to do so. Such factors include:
 
sales in relatively large dollar amounts to a relatively small number of customers;
 
competitive pricing programs and volume discounts;
 
loss of customers;

market acceptance of our products;
 
product obsolescence;
 
general economic conditions;
 
change in the mix of products sold;
 
whether or not we are able to secure design wins for significant customer systems;
 
timing of significant orders;
 
delays in completion of internal product development projects or introduction of new products;
 
delays in shipping our products;
 
delays in acceptance testing by customers;
 
production delays due to quality programs with outsourced components;
 
shortages of components;
 
timing of product line transitions;

uncertainty and timing of funding of governmental programs, including defense;
 
declines of revenues from previous generations of products following announcement of replacement products containing more advanced technology; and
 
fixed nature of our expenditures on personnel, facilities and marketing programs.
 
We believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and should not be relied upon as indicative of our future performance. It is also possible that in some periods, our operating results may be below the expectations of securities analysts and investors. In such circumstances, the price of our common stock may decline.
 
We need to continue to expend resources on research and development ("R&D") efforts, particularly our HPP segment, to meet the needs of our customers. If we are unable to do so, our products could become less attractive to customers and our business could be materially adversely affected.

Our industry requires a continued investment in research and development (R&D). As a result of our need to maintain or increase our spending levels for R&D in this area and the difficulty in reducing costs associated with R&D, our operating results could be materially harmed if our revenues fall below expectations. In addition, as a result of CSPI's commitment to invest in R&D, spending as a percent of revenues may fluctuate in the future. Further, if we fail to invest sufficiently in R&D or our R&D does not produce competitive results, our products may become less attractive to our customers or potential

10

                            

customers, which could materially harm our business and results of operations.

Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting.
 
Our management identified an internal control material weakness as of September 30, 2014. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting at our foreign subsidiaries, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected in a timely basis.

The material weakness is in connection with our controls over the revenue recognition process, specifically that revenue recognition criteria have been satisfied prior to recognizing revenue and the failure to sufficiently assess gross versus net revenue indicators to certain revenue transactions. We determined that controls over the revenue recognition process were not operating effectively and the resulting control gap amounted to a material weakness in our internal controls over financial reporting. As a result, we had concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2014. Although we have implemented changes to our internal controls over financial reporting, at this time we cannot conclude that the material weakness has been remediated.

Effective internal control over financial reporting and disclosure controls and procedures are necessary in order for us to provide reliable financial and other reports and effectively prevent fraud. These types of controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the proper preparation of our financial statements, as well as regarding the timely reporting of material information. If we cannot maintain effective internal control or disclosure controls and procedures, or provide reliable financial statements or SEC reports or prevent fraud, investors may lose confidence in our reported financial information, our common stock could be subject to delisting on the stock exchange where it is traded, our operating results and the trading price of our common stock could suffer and we might become subject to litigation.

While our management will continue to review the effectiveness of our internal control over financial reporting and disclosure controls and procedures, there is no assurance that our disclosure controls and procedures or our internal control over financial reporting will be effective in accomplishing all control objectives, including the prevention and detection of fraud, all of the time.

Our stock price may continue to be volatile
 
Historically, the market for technology stocks has been extremely volatile. Our common stock has experienced and may continue to experience, substantial price volatility. The following factors could cause the market price of our common stock to fluctuate significantly:
 
loss of a major customer;
 
loss of a major supplier;
 
the addition or departure of key personnel;
 
variations in our quarterly operating results;
 
announcements by us or our competitors of significant contracts, new products or product enhancements;
 
acquisitions, distribution partnerships, joint ventures or capital commitments;
 
regulatory changes;
 
sales of our common stock or other securities in the future;
 
changes in market valuations of technology companies; and
 
fluctuations in stock market prices and volumes.
 
In addition, the stock market in general and the NASDAQ Global Market and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against such companies. If any shareholders were to issue a lawsuit, we could incur substantial costs defending the lawsuit and the attention of management

11

                            

could be diverted.

Item 2.
Properties
 
Listed below are our principal facilities as of September 30, 2016. Management considers all facilities listed below to be suitable for the purpose(s) for which they are used, including manufacturing, research and development, sales, marketing, service and administration.
 
Location
 
Principal Use 
 
Owned or
Leased
 
Approximate
Floor Area 
HPP Segment Properties:
 
 
 
 
 
 
CSP Inc.
 
Corporate Headquarters
 
Leased
 
13,515 S.F.
175 Cabot Street, Suite 210
 
Manufacturing, Sales,
 
 
 
 
Lowell, MA 01854
 
Marketing and
 
 
 
 
 
 
Administration
 
 
 
 
 
 
 
 
 
 
 
TS Segment Properties:
 
 
 
 
 
 
Modcomp, Inc.
 
Division Headquarters
 
Leased
 
11,815 S.F.
1182 East Newport Center Drive
 
Sales, Marketing and
 
 
 
 
Deerfield Beach, FL 33442
 
Administration
 
 
 
 
 
 
 
 
 
 
 
Modular Computer Systems GmbH
 
Sales, Marketing, Service
 
Leased
 
11,031 S.F.
Oskar-Jager-Strasse 173/K4
 
and Administration
 
 
 
 
D-50825 Koln
 
 
 
 
 
 
Germany
 
 
 
 
 
 
 
 
 
 
 
 
 
Modcomp, Ltd.
 
Sales, Marketing and
 
Leased
 
2,490 S.F.
12a Oaklands Business Park, Fishponds Road
 
Administration
 
 
 
 
Wokingham Berkshire
 
 
 
 
 
 
United Kingdom
 
 
 
 
 
 
 
 
 
 
 
 
 

Item 3.    Legal Proceedings

We are currently not a party to any material legal proceedings.


Item 4.    Mine Safety Disclosures

Not Applicable.

12

                            



PART II
 
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market information.    Our common stock is traded on the Nasdaq Global Market under the symbol CSPI. The following table provides the high and low sales prices of our common stock as reported on the Nasdaq Global Market for the periods indicated.
 
 
2016
 
2015
Fiscal Year: 
High  
 
Low 
 
High 
 
Low 
1st Quarter
$
7.18

 
$
5.28

 
$
8.34

 
$
6.90

2nd Quarter
6.95

 
5.36

 
7.79

 
6.18

3rd Quarter
9.09

 
5.92

 
7.79

 
6.46

4th Quarter
10.95

 
8.00

 
7.19

 
5.30

 
Stockholders.    We had approximately 78 holders of record of our common stock as of December 26, 2016. This number does not include stockholders for whom shares were held in a “nominee” or “street” name. We believe the number of beneficial owners of our shares of common stock (including shares held in street name) at that date was approximately1,611.
 
Dividends.    On December 16, 2014, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on January 8, 2015 to shareholders of record as of December 28, 2014, the record date. On February 11, 2015, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on March 12, 2015 to shareholders of record as of February 26, 2015, the record date. On May 13, 2015, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on June 10, 2015 to shareholders of record as of May 29, 2015, the record date. On August 12, 2015, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on September 11, 2015 to shareholders of record as of August 26, 2015, the record date.

On December 23, 2015, the Company's board of directors declared a cash dividend of $0.11 per share which was paid
on January 11, 2016 to shareholders of record as of December 31, 2015, the record date. On February 16, 2016, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on March 11, 2016 to shareholders of record as of February 26, 2016, the record date. On May 11, 2016, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on June 10, 2016 to shareholders of record as of May 27, 2016, the record date. On August 18, 2016, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on September 9, 2016 to shareholders of record as of August 31, 2016, the record date.

On December 15, 2016, the Company's board of directors declared a cash dividend of $0.11 per share which will be paid
on February 8, 2017 to shareholders of record as of January 27, 2017, the record date.




13

                            

Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
This management’s discussion and analysis of financial condition and results of operations and other portions of this filing contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by the forward-looking information. You should review the “Special Note Regarding Forward Looking Statements” and “Risk Factors” sections of this annual report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The following discussion should be read in conjunction with our financial statements and the related notes included elsewhere in this filing
 
Overview of Fiscal 2016 Results of Operations

Revenue increased by approximately $14.1 million, or 16%, to $103.4 million for the twelve months ended September 30, 2016 versus $89.3 million for the twelve months ended September 30, 2015.

Our gross profit margin percentage increased overall, from 21% of revenues for the twelve months ended September 30, 2015 to 24% for the twelve months ended September 30, 2016.

We generated operating income of approximately $3.8 million for the fiscal year ended September 30, 2016 compared to $0.2 million of operating income for the fiscal year ended September 30, 2015.

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

 
 
September 30, 2016
 
%
of sales
 
September 30, 2015
 
%
of sales
 
 
(Dollar amounts in thousands)
Sales
 
$
103,367

 
100
 %
 
$
89,306

 
100
 %
Costs and expenses:
 
 

 
 

 
 

 
 

Cost of sales
 
78,326

 
76
 %
 
70,119

 
79
 %
Engineering and development
 
2,984

 
3
 %
 
2,826

 
3
 %
Selling, general and administrative
 
18,256

 
18
 %
 
16,135

 
18
 %
Total costs and expenses
 
99,566

 
96
 %
 
89,080

 
100
 %
Operating income
 
3,801

 
4
 %
 
226

 
 %
Other expense, net
 
(201
)
 
 %
 
(210
)
 
 %
Income before income taxes
 
3,600

 
3
 %
 
16

 
 %
Income tax expense
 
996

 
1
 %
 
226

 
 %
Net income (loss)
 
$
2,604

 
3
 %
 
$
(210
)
 
 %

Revenues

Revenue increased by approximately $14.1 million, or 16%, to $103.4 million for the twelve months ended September 30, 2016 versus $89.3 million for the twelve months ended September 30, 2015. Our HPP segment revenue increased by approximately $2.4 million and our TS segment revenue increased by approximately $11.7 million.

HPP segment revenue change by product line for the twelve months ended September 30 was as follows :
(Dollar amounts in thousands)
 
 
 
 
 
Increase
 
 
2016
 
2015
 
$
 
%
Product
 
$
11,190

 
$
9,894

 
$
1,296

 
13
%
Services
 
5,152

 
4,054

 
1,098

 
27
%
Total
 
$
16,342

 
$
13,948

 
$
2,394

 
17
%

The HPP segment revenue increase of $2.4 million is attributed to: (i) $0.8 million in royalties on high-speed processing boards related to production of aircraft; (ii) $1.1 million of additional part shipments to support the production of high-speed processing boards; and (iii) $0.5 million of additional Myricom product revenue.

14

                            


TS segment revenue change by product line for the twelve months ended September 30 was as follows:
(Dollar amounts in thousands)
 
 
 
 
 
Increase
 
 
2016
 
2015
 
$
 
%
Product
 
$
66,645

 
$
56,553

 
$
10,092

 
18
%
Services
 
20,380

 
18,805

 
1,575

 
8
%
Total
 
$
87,025

 
$
75,358

 
$
11,667

 
15
%

The TS segment revenue increases in our U.S. and U.K. divisions of $11.7 million and $2.5 million, respectively, were partially offset by a $2.5 million decrease in revenue in our German division. The U.S. division product and service revenues increased by $10.0 million and $1.7 million, respectively, and the increase of 2.5 million in U.K. revenues is primarily attributed to product revenues. The German division revenue decrease is the result of lower product revenues.

Our total revenues by geographic area based on the location to which the products were shipped or services rendered was as follows:
(Dollar amounts in thousands)
 
 
For the Twelve Months Ended September 30,
 
Increase
 
 
2016
 
%
 
2015
 
%
 
$
 
%
Americas
 
$
71,115

 
69
%
 
$
58,433

 
66
%
 
$
12,682

 
22
%
Europe
 
27,960

 
27
%
 
27,848

 
31
%
 
112

 
%
Asia
 
4,292

 
4
%
 
3,025

 
3
%
 
1,267

 
42
%
Totals
 
$
103,367

 
100
%
 
$
89,306

 
100
%
 
$
14,061

 
16
%


Gross Margins

     Our gross margins increased by $5.9 million, or 3% of revenues, to $25.0 million in fiscal year 2016 as compared to gross margins of $19.2 million in fiscal year 2015.

The following table summarizes gross margin ("GM") changes by segment for fiscal years 2016 and 2015:
 
(Dollar amounts in thousands)
 
 
2016
 
2015
 
Increase
 
 
GM$
GM%
 
GM$
GM%
 
GM$
 
GM%
HPP
 
$
10,111

62
%
 
$
7,949

57
%
 
$
2,162

 
5
%
TS
 
14,930

17
%
 
11,238

15
%
 
3,692

 
2
%
Total
 
$
25,041

24
%
 
$
19,187

21
%
 
$
5,854

 
3
%
    

The impact of product mix on gross margins within our HPP segment for the twelve months ended September 30 was as follows:
 
(Dollar amounts in thousands)
 
 
2016
 
2015
 
Increase
 
 
GM$
GM%
 
GM$
GM%
 
GM$
 
GM%
Product
 
$
5,072

45
%
 
$
3,985

40
%
 
$
1,087

 
5
%
Services
 
5,039

98
%
 
3,964

98
%
 
1,075

 
%
Total
 
$
10,111

62
%
 
$
7,949

57
%
 
$
2,162

 
5
%


15

                            

The increase in our HPP segment gross margins is primarily attributed to the impact of $4.3 million of royalties on high-speed processing boards for the equivalent of seven planes at approximately 100% gross margin in fiscal year 2016 as compared to $3.5 million of royalties on high-speed processing boards for the equivalent of six planes in fiscal year 2015, an increase of $1.1million in revenue at approximately 65% gross margin on product shipments and a gross margin increase of $0.7 million attributed to a favorable mix of Myricom product sales for the comparative period.
 
The impact of product mix within our TS segment on gross margins for the twelve months ended September 30 was as follows:
(Dollar amounts in thousands)
 
 
2016
 
2015
 
Increase
 
 
GM$
GM%
 
GM$
GM%
 
GM$
 
GM%
Product
 
$
9,224

14
%
 
$
6,984

12
%
 
$
2,240

 
2
%
Services
 
5,706

28
%
 
4,254

23
%
 
1,452

 
5
%
Total
 
$
14,930

17
%
 
$
11,238

15
%
 
$
3,692

 
2
%

     For fiscal year 2016 compared to fiscal year 2015, the increase in our TS segment gross margins of $3.7 million resulted from a $3.7 million increase in our U.S. division that was the result of a favorable product mix and an increase in high gross margin service revenues. An increase in product revenues recognized by our U.K. division was mostly offset by an unfavorable product mix and a decrease in product revenues recognized by our German division mostly was offset by an increase in service revenue margins, which is primarily attributed to a favorable mix of service engagements that enabled higher utilization of internal resources, creating a net neutral effect on gross margins from the foreign divisions.

Engineering and Development Expenses
 
The following table details our engineering and development expenses by operating segment for the fiscal years ended September 30, 2016 and 2015:
(Dollar amounts in thousands)
 
For the Year ended September 30,
 
 
 
 
 
2016
 
% of
Total
 
2015
 
% of
Total
 
$ Increase (Decrease)
 
% Increase
By Operating Segment:
 
 
 
 
 
 
 
 
 
 
 
HPP
$
2,984

 
100
%
 
$
2,772

 
98
%
 
$
212

 
8
%
TS

 
%
 
54

 
2
%
 
(54
)
 
%
Total
$
2,984

 
100
%
 
$
2,826

 
100
%
 
$
158

 
6
%
 
The increase in engineering and development expenses in the HPP segment resulted from the timing of expenditures and increases in payroll related to hiring additional engineers. The fiscal year 2016 expenses are primarily for Myricom engineering expenses incurred in connection with the development of new products.


Selling, General and Administrative
 
The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the years ended September 30, 2016 and 2015:
(Dollar amounts in thousands)
 
For the Year ended September 30,
 
 
 
 
 
2016
 
% of
Total
 
2015
 
% of
Total
 
$ Increase
 
% Increase
By Operating Segment:
 
 
 
 
 
 
 
 
 
 
 
HPP
$
5,663

 
31
%
 
$
4,692

 
29
%
 
$
971

 
21
%
TS
12,593

 
69
%
 
11,443

 
71
%
 
1,150

 
10
%
Total
$
18,256

 
100
%
 
$
16,135

 
100
%
 
$
2,121

 
13
%

16

                            

 
For fiscal year 2016 compared to fiscal year 2015, the HPP segment SG&A spending increase of $1.0 million is primarily attributed to increases of: $0.7 million in management bonuses, $0.2 million for salaries, wages and employee benefits, and $0.2 million of outside consulting expenses, partially offset by a net gain of $0.4 million on insurance proceeds from an officer life insurance policy and a $0.3 million decrease in the cash surrender value of the underlying officers life insurance policies. For fiscal year 2016 compared to fiscal year 2015, the TS segment SG&A spending increase of approximately $1.2 million is substantially the result of an increase in our U.S. division of $1.6 million primarily attributed to variable selling expenses and management bonuses, partially offset by spending decreases of $0.4 million and $0.1 million in our U.K. and German divisions, respectively. The spending decrease in Germany is primarily attributed to lower selling expenses and the decrease in the U.K. is attributed to lower administrative costs.
 
Other Income/Expenses
 
The following table details our other income/expenses for the years ended September 30, 2016 and 2015:
(Dollar amounts in thousands)
 
For the Year ended September 30,
 
2016
 
2015
 
Increase (Decrease)
Interest expense
$
(87
)
 
$
(84
)
 
$
(3
)
Interest income
7

 
9

 
(2
)
Foreign exchange loss
(134
)
 
(172
)
 
38

Other income, net
13

 
37

 
(24
)
Total other expense, net
$
(201
)
 
$
(210
)
 
$
9

 

 Income Taxes
 
The Company recorded an income tax expense of approximately $1.0 million, which reflected an effective tax expense rate of 27.7% for the year ended September 30, 2016, which was lower than the statutory rate due in part to the tax benefit from research and development credits. For the year ended September 30, 2015, the income tax expense was approximately $0.2 million, which reflected an effective tax rate of 1,414%. The significantly high effective tax rate was due to the Company having a small profit with no tax benefit recorded for the substantial loss in the U.K. due to the fact that a full valuation allowance is maintained against the deferred tax asset.

As of September 30, 2016, management assessed the positive and negative evidence in the U.S operations, and estimated that we will have sufficient future taxable income to utilize the existing deferred tax assets. Significant objective positive evidence included the cumulative profits that we realized in recent fiscal years. This evidence enhances our ability to consider other subjective evidence such as our projections for future growth. Other factors that we considered are the likelihood for continued royalty income in future years, and our expectation that the TS segment will continue to be profitable in future years. On the basis of this evaluation, as of September 30, 2016, we have concluded that our U.S. deferred tax asset is more likely than not to be realized. It should be noted however, that the amount of the deferred tax asset realized could be adjusted in future years, if estimates of taxable income during the carryforward periods are reduced, or if there is objective negative evidence in the form of cumulative losses.

We continue to maintain a full valuation allowance against our U.K. deferred tax assets as we have experienced 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 assets may change.


Liquidity and Capital Resources
 
Our primary source of liquidity is our cash and cash equivalents, which increased by approximately $1.9 million to $13.1 million as of September 30, 2016 from $11.2 million as of September 30, 2015. At September 30, 2016, cash equivalents totaled $0.5 million of this amount.
 

17

                            

Significant sources of cash for the year ended September 30, 2016 included net income of approximately $2.6 million, an increase in deferred revenues of approximately $1.8 million, an increase in pension and retirement plans liabilities of $0.6 million, depreciation of approximately $0.6 million, and an increase in other assets of approximately 0.6 million. Partially offsetting these sources of cash were a decrease in accounts payable and accrued expenses of approximately $1.6 million, payment of dividends of approximately $1.7 million, purchases of property and equipment of approximately $0.7 million and unfavorable currency exchange fluctuation of approximately $0.8 million.
 
Cash held by our foreign subsidiaries located in Germany and the U.K. totaled approximately $6.4 million as of September 30, 2016 and $3.3 million as of September 30, 2015. This cash is included in our total cash and cash equivalents reported above. We consider this cash to be permanently reinvested into these foreign locations because repatriating it would result in unfavorable tax consequences.  Consequently, it is not available for activities that would require it to be repatriated to the U.S.
 
As of September 30, 2016 and September 30, 2015, the Company maintained a line of credit that allows for borrowings of up to $1.0 million. Availability under the facility is reduced by outstanding borrowings thereunder. The interest rates on outstanding borrowings is London Inter-Bank Offer Rate (“LIBOR”) plus 2.5%, with a floor of 4%. Borrowings under the credit agreements are required to be repaid on demand in certain circumstances, upon termination of the agreements, or may be prepaid by the Company without penalty. The Company had no amounts outstanding under the line of credit during the fiscal years ending September 30, 2016 and 2015.

As of September 30, 2016 and September 30, 2015, the Company also maintained an inventory line of credit that may be used by the TS segment in the U.S. to purchase inventory from approved vendors with payment terms which exceed those offered by the vendors. No interest accrues under the inventory line of credit when advances are paid within terms, late payments are subject to an interest charge of Prime plus 5%. The credit agreements for the inventory line of credit contain financial covenants which require the Company to maintain the following TS segment-specific financial ratios: (1) a minimum current ratio of 1.2, (2) tangible net worth of no less than $2.5 million, and (3) a maximum ratio of total liabilities to total net worth of less than 5.0:1. As of September 30, 2016 and September 30, 2015, Company borrowings under the inventory line of credit were $3.2 million and $2.9 million, respectively, and the Company was in compliance with all covenants.

For more information, please refer to Note 12 - Lines of Credit, in the Notes to our Consolidated Financial Statements contained in this annual report on Form 10-K.

If cash generated from operations is insufficient to satisfy working capital requirements, we may need to access funds through bank loans, the equity markets, 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 the Company’s available cash and cash equivalents, the cash generated from operations and availability on our lines of credit will be sufficient to provide for the Company’s working capital and capital expenditure requirements for the foreseeable future.

18

                            

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 and intangibles, income taxes, deferred compensation, revenue recognition, retirement plans, restructuring costs 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.
 
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements: revenue recognition; valuation allowances, specifically the allowance for doubtful accounts and net deferred tax asset valuation allowance; inventory valuation; intangibles; and pension and retirement plans.

Revenue Recognition
 
We derive revenue from the sale of integrated hardware and software, professional services, maintenance contracts, other services, and third party service contracts. Professional services generally include implementation, installation, and training services. Other services generally include revenue generated through our royalty and extended warranty contracts. We recognize revenue when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, the fee is fixed or determinable and collectability is reasonably assured. We enter into multiple element arrangements as well as standalone sales of product, professional services, and other services.

We recognize revenue from standalone product sales upon transfer of title, which is typically upon shipment, provided all other revenue recognition criteria have been met. Revenue generated from standalone professional services and extended warranty contracts is recognized as services are performed, provided all other revenue recognition criteria have been met. In some instances professional service contracts include a customer acceptance provision, in which case revenue is deferred until we have evidence of customer acceptance. We recognize revenue from usage based royalty contracts upon confirmation from the customer of shipment of the system produced pursuant to the royalty agreement.

We recognize revenue from multiple element arrangements in accordance with Accounting Standards Codification ("ASC") 605-25, Multiple Element Arrangements. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. ASC 605-25 establishes a hierarchy for determining the amount to allocate to each separate deliverable in an arrangement. We determine selling price using vendor specific objective evidence (“VSOE”), if it exists; or, if VSOE does not exist, third party evidence (“TPE”) of fair value is applicable; otherwise, we use the best estimate of selling price (“BESP”). The objective of BESP is to determine the price at which the Company would transact if the element was sold on a standalone basis. Management’s determination of BESP involves several factors including budgeted profit margins, and cost to complete services.

We recognize revenue from third party service contracts as either gross sales or net sales in accordance with ASC 605-45, Principal Agent Considerations, which requires us to determine if the Company is acting as a principal party to the transaction or simply acting as an agent or broker. Under ASC 605-45, the assumption of the risks and rewards under the arrangement are
considered indicators of principal parties to the arrangement. We record revenue as gross when it is a principal party to the arrangement and net of cost when we are acting as a broker or agent. Under gross sales recognition, the entire selling price is recorded in revenue and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to revenue resulting in net sales equal to the gross profit on the transaction.
The following policies are applicable to our major categories of segment revenue transactions:

HPP Segment Revenue

HPP segment revenue is derived from the sale of integrated hardware and software, maintenance, and other services

19

                            

through the Multicomputer and Myricom product lines. Multicomputer product revenue is generally recognized when product is shipped, provided that all revenue recognition criteria are met. Service revenue consists principally of warranty and royalty revenue. Revenue generated from extended warranty contracts is recognized as services are performed over the term of the contract, provided all other revenue recognition criteria have been met We recognize revenue from usage based royalty contracts upon confirmation from the customer of shipment of the system produced pursuant to the royalty agreement.

Myricom revenue is derived from the sale of products, which are comprised of both hardware and embedded software which is essential to the products functionality, and post contract maintenance and support. Revenue from multiple element arrangements is recognized in accordance with ASC 605-25. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. We determine selling price using BESP. Management’s determination of BESP is based on several factors, including, but not limited to, internal costs and gross margin objectives. Accordingly revenue for post contract maintenance and support is recognized over the implied maintenance period of three years, and revenue for product sales is recognized upon delivery assuming all other revenue recognition criteria have been met.

TS Segment Revenue
TS Segment revenue is derived from the sale of hardware, software, professional services, maintenance contracts and third party service contracts. TS product revenue is generally recognized when product is shipped, provided that all revenue recognition criteria are met. Service revenue consists of professional services which generally include implementation, installation, and training services. Revenue generated from standalone professional services is recognized as the services are completed, provided all other revenue recognition criteria have been met. Our standard sales agreements generally do not include customer acceptance provisions. However, in certain instances when arrangements include a customer acceptance provision or there is uncertainty about customer acceptance, revenue is deferred until we have evidence of customer acceptance.
Revenue derived from the sale of products, which are comprised of both hardware and software, and professional services is recognized in accordance with ASC 605-25. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. We determine selling price using BESP. Management’s determination of BESP is based on several factors, including, but not limited to, internal costs and gross margin objectives. Accordingly revenue for professional services is recognized as services are completed, and revenue for product sales is recognized upon delivery assuming all other revenue recognition criteria have been met.
We also recognize TS segment revenue from certain third party service contracts, which are evaluated to determine whether such service revenue should be recorded as gross sales or net sales in accordance with ASC 605-45. We evaluate all third party service contracts to determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the entire selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales resulting in net sales equal to the gross profit on the transaction and there are no costs of goods sold. We use the net sales recognition method for the third party service contracts that we sell when we are not the primary obligor on the contract. We use the gross sales recognition for the third party service contracts that we sell when we act as principal and are the primary obligor.

Product Warranty Accrual
 
Our product sales generally include a 90-day to three-year hardware warranty. At time of product shipment, we accrue for the estimated cost to repair or replace potentially defective products. Estimated warranty costs are based upon prior actual warranty costs for substantially similar products.
 
Engineering and Development Expenses
 
Engineering and development expenses include payroll, employee benefits, stock-based compensation and other headcount-related expenses associated with product development. Engineering and development expenses also include third-party development and programming costs. We consider technological feasibility for our software products to be reached upon the release of the software, accordingly, no internal software development costs have been capitalized.




20

                            

Income Taxes
 
We use the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We also reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. This methodology requires estimates and judgments in the determination of the recoverability of deferred tax assets and in the calculation of certain tax liabilities. Valuation allowances are recorded against the gross deferred tax assets that management believes, after considering all available positive and negative objective evidence, historical and prospective, with greater weight given to historical evidence, that it is more likely than not that these assets will not be realized.
 
In addition, we are required to recognize in the consolidated financial statements, 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.
 
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. The Company records liabilities for estimated tax obligations in the U.S. and other tax jurisdictions. These estimated tax liabilities include the provision for taxes that may become payable in the future.

Intangible Assets
 
Intangible assets that are not subject to amortization are also required to be tested annually, or more frequently if events or circumstances indicate that the asset may be impaired. We did not have intangible assets with indefinite lives other than goodwill at any time during the two years ended September 30, 2016. Intangible assets subject to amortization are amortized over their estimated useful lives, generally three to ten years, and are carried at net book value. The remaining useful lives of intangible assets are evaluated on an annual basis. Intangible assets subject to amortization are also tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the fair value of an intangible asset subject to amortization is determined to be less than its carrying value, then an impairment charge is recorded to write down that asset to its fair value.
 
Inventories
 
Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out method. The recoverability of inventories is based upon the types and levels of inventories held, forecasted demand, pricing, competition and changes in technology. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Pension and Retirement Plans
 
The funded status of pension and other post-retirement benefit plans is recognized prospectively on the balance sheet. Gains and losses, prior service costs and credits and any remaining transition amounts that have not yet been recognized through pension expense will be recognized in accumulated other comprehensive income, net of tax, until they are amortized as a component of net periodic pension/post-retirement benefits expense. Additionally, plan assets and obligations are measured as of our fiscal year-end balance sheet date (September 30).
 
We have defined benefit and defined contribution plans in the U.K., Germany and in the U.S. In the U.K. and Germany, the Company provides defined benefit pension plans for certain employees and former employees and defined contribution plans for the majority of the employees. The defined benefit plans in both the U.K. and Germany are closed to newly hired employees and have been for the two years ended September 30, 2016. In the U.S., the Company provides defined contribution plans that cover most employees and supplementary retirement plans to certain employees and former employees who are now retired. These supplementary retirement plans are also closed to newly hired employees and have been for the two years ended September 30, 2016. These supplementary plans are funded through whole life insurance policies. The Company expects to recover all insurance premiums paid under these policies in the future, through the cash surrender value of the policies and any death benefits or portions thereof to be paid upon the death of the participant. These whole life insurance policies are carried on

21

                            

the balance sheet at their cash surrender values as they are owned by the Company and not assets of the defined benefit plans. In the U.S., the Company also provides for officer death benefits and post-retirement health insurance benefits through supplemental post-retirement plans to certain officers. The Company also funds these supplemental plans' obligations through whole life insurance policies on the officers.
 
Pension expense is based on an actuarial computation of current future benefits using estimates for expected return on assets, expected compensation increases and applicable discount rates. Management has reviewed the discount rates and rates of return with our consulting actuaries and investment advisers and concluded they were reasonable. A decrease in the expected return on pension assets would increase pension expense. Expected compensation increases are estimated based on historical and expected increases in the future. Increases in estimated compensation increases would result in higher pension expense while decreases would lower pension expense. Discount rates are selected based upon rates of return on high quality fixed income investments currently available and expected to be available during the period to maturity of the pension benefit. A decrease in the discount rate would result in greater pension expense while an increase in the discount rate would decrease pension expense.
 
The Company funds its pension plans in amounts sufficient to meet the requirements set forth in applicable employee benefits laws and local tax laws. Liabilities for amounts in excess of these funding levels are accrued and reported in the consolidated balance sheets.
Inflation and Changing Prices
 
Management does not believe that inflation and changing prices had significant impact on sales, revenues or income (loss) during fiscal 2016 or 2015. There is no assurance that the Company's business will not be materially and adversely affected by inflation and changing prices in the future.

22

                            

Item 8.
Financial Statements and Supplementary Data
 
The consolidated financial statements are included herein.
 

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.


23

                            

Item 9A.
Controls and Procedures
 
Evaluation of Controls and Procedures
 
Disclosure Controls and Procedures. The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016. 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 September 30, 2016, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective, due to the fact that we are not yet able to conclude that the material weakness described in this Item 9A has been remediated by the changes we made in response to that material weakness.
 
Management's Report on Internal Control over Financial Reporting.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by or under the supervision of a company's principal executive and principal financial officers and effected by a company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. It includes those policies and procedures that:
 
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of a company are being made only in accordance with authorizations of management and the board of directors of a company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on its financial statements.
 
Management has assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2016. In making its assessment of internal control, management used the criteria described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. As a result of its assessment, management has concluded that the Company's internal control over financial reporting was not effective as of September 30, 2016.

For the period ended September 30, 2016, management has identified a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected in a timely basis.

    The material weakness is in connection with our controls over the revenue recognition process at our foreign subsidiaries, specifically whether revenue recognition criteria have been satisfied prior to recognizing revenue and the failure to sufficiently assess gross versus net revenue indicators to certain revenue transactions. We determined that controls over the revenue recognition process were not operating effectively and the resulting control gap amounted to a material weakness in our controls over financial reporting. As a result, we have concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2016. Although we have implemented changes to our internal controls over financial reporting as described below, at this time, we cannot conclude that the material weakness has been remediated, as we continued to make personnel changes and upgrade systems throughout fiscal year 2016.



24

                            

During the periods following our initial identification of the material weakness referred to above, management assessed various alternatives to remediate this material weakness and we implemented changes to our system of internal controls, which included the implementation of enhanced internal auditing procedures, whereby revenue transactions are subjected to an additional review process at the corporate level to ensure the correct accounting methodology is applied to all revenue transactions.  During the twelve months ended September 30, 2016, management took additional action to upgrade our international accounting staff and improved accounting operations in our European divisions.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2016 was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that call for the Company to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting.
 
During the quarter ended September 30, 2016, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.    Other Information
None.


PART III

Item 10.
Directors, Executive Officers and Corporate Governance
 
We incorporate the information required by this item by reference to the sections captioned “Nominees for Election”, “Our Board of Directors”, “Our Executive Officers”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in our Schedule 14A Proxy Statement for our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of our fiscal year ended September 30, 2016.


Item 11.
Executive Compensation
 
We incorporate the information required by this item by reference to the sections captioned “Compensation of Executive Officers” and “Compensation of Non-Employee Directors” in our Schedule 14A Proxy Statement for our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended September 30, 2016.

25

                            

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Securities Authorized for Issuance Under Equity Compensation Plans.
 
The equity compensation plans approved by our stockholders consist of the CSP, Inc.1997 Incentive Stock Option Plan, the 2003 Stock Incentive Plan, the 2007 Stock Incentive Plan, the 2014 Employee Stock Purchase Plan (the "ESPP") and the 2015 Stock Incentive Plan . In fiscal 2016 and 2015, the Company granted certain officers including its Chief Executive Officer and non-employee directors shares of non-vested common stock instead of stock options. The vesting periods for the officers', the Chief Executive Officer's and the directors' non-vested stock awards are four years, three years and one year, respectively. The following table sets forth information as of September 30, 2016 regarding the total number of securities outstanding under these equity compensation plans.
 
 
(a) (1)(2)
 
(b)
 
(c) 
Plan Category
 
 
Number of securities to be
issued upon exercise of
outstanding options, warrants and rights  
 
Weighted-average
exercise price of outstanding
stock options, warrants and rights
 
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column)
(a))(3)
Equity compensation plans approved by security holders
 
189,334

 
$
5.76

 
441,547

 
(1)
Includes 165,708 non-vested shares issued.
(2)
Does not include purchase rights under the ESPP, as the purchase price and number of shares to be purchased under the ESPP are not determined until the end of the relevant purchase period.
(3)
Includes 269,465 shares available for future issuance under the stock incentive and stock option plans and 172,082 under the ESPP.
  
We incorporate additional information required by this Item by reference to the section captioned “Security Ownership of Certain Beneficial Owners and Management” in our Schedule 14A Proxy Statement for our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended September 30, 2016.

Item 13.
Certain Relationships and Related Transactions and Director Independence
 
We incorporate the information required by this item by reference to the section captioned “Corporate Governance” in our Schedule 14A Proxy Statement for our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended September 30, 2016.

Item 14.
Principal Accountant Fees and Services
 
We incorporate the information required by this item by reference to the sections captioned “Fees for Professional Services” and “Pre-approval Policies and Procedures” in our Schedule 14A Proxy Statement for our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended September 30, 2016.

26

                            



PART IV

Item 15.
Exhibits and Financial Statement Schedules
 
(a)   (1)   Financial statements filed as part of this report:
 
Consolidated Balance Sheets as of September 30, 2016 and 2015
 
Consolidated Statements of Operations for the years ended September 30, 2016 and 2015

Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2016 and 2015
 
Consolidated Statements of Shareholders' Equity for the years ended September 30, 2016 and 2015
 
Consolidated Statements of Cash Flows for the years ended September 30, 2016 and 2015
 
Notes to Consolidated Financial Statements
 
(2)   Financial statement schedules
 
All other financial statements and schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto included in Item 8, or is not applicable, material or required.

27

                            

(3)   Exhibits
 
Exhibit
No.
 
Description 
 
Filed with
this Form
10-K
 
Incorporated by Reference
 
Form
 
Filing Date
 
Exhibit
No.
 
 
 
 
 
 
 
 
 
 
 
3.1
 
Articles of Organization and amendments thereto
 
 
 
10-K
 
December 26, 2007
 
3.1

3.2
 
By-laws, as amended December 13, 2012
 
 
 
10-K
 
December 20, 2012
 
3.1

10.1
 
Form of Employee Invention and Non-Disclosure Agreement
 
 
 
10-K
 
November 22, 1996
 
10.3

10.2
 
CSPI Supplemental Retirement Income Plan
 
 
 
10-K
 
December 29, 2008
 
10.2

10.9*
 
2007 Stock Incentive Plan
 
 
 
DEF 14A
 
March 30, 2007
 
B

10.10*
 
2014 Variable Compensation (Executive Bonus) and Base Programs dated November 12, 2013
 
 
 
 
 
 
 
10.1

10.11*
 
Death Benefit and Retirement Benefit Agreement between the Company and Victor Dellovo dated September 13, 2013
 
 
 
10-K
 
December 24, 2013
 
10.11

10.12*
 
Form of Change of Control Agreement with Gary W. Levine and William E. Bent Jr. each dated January 11, 2008
 
 
 
10-K
 
December 22, 2009
 
10.11

10.15*
 
2014 Employee Stock Purchase Plan
 
 
 
DEF 14A
 
January 6, 2014
 
A

10.16*
 
2015 Stock Incentive Plan
 
 
 
DEF 14A
 
January 5, 2015
 
A

10.20
 
2015 Lowell, MA Lease
 
X
 
 
 
 
 
 
10.21
 
2015 Deerfield Beach, FL Lease
 
X
 
 
 
 
 
 
21.1
 
Subsidiaries
 
X
 
 
 
 
 
 

23.1
 
Consent of RSM LLP, Independent Registered Public Accounting Firm
 
X
 
 
 
 
 
 

31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
X
 
 
 
 
 
 

31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
X
 
 
 
 
 
 

32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
X
 
 
 
 
 
 

101.INS
 
XBRL Instance
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Schema
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation
 
 
 
 
 
 
 
 
*
Management contract or compensatory plan.


28

                            

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
CSP INC.
By:
/s/ Victor Dellovo
 
Victor Dellovo
Chief Executive Officer and President
 
Date: January 13, 2017
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
 Title 
 
 Date 
  /s/ Victor Dellovo
 
Chief Executive Officer, President and Director
 
January 13, 2017
Victor Dellovo
 
 
 
/s/ Gary W. Levine
 
Chief Financial Officer
(Principal Financial Officer)
 
January 13, 2017
Gary W. Levine
 
 
 
/s/ John M. Leydon
 
Vice President of Finance
(Chief Accounting Officer)
 
January 13, 2017
John M. Leydon
 
 
 
/s/ C. Shelton James
 
Director
 
January 13, 2017
C. Shelton James
 
 
 
 
/s/ Raymond Charles Blackmon
 
Director
 
January 13, 2017
Raymond Charles Blackmon
 
 
 
 
/s/ Myrilyn T. Smith
 
Director
 
January 13, 2017
Marilyn T. Smith
 
 
 
 
/s/ Izzy Azeri
 
Director
 
January 13, 2017
Izzy Azeri
 
 
 
 



29

                            








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
 
To the Board of Directors and Shareholders
CSP Inc. and Subsidiaries
Lowell, MA

We have audited the accompanying balance sheets of CSP Inc. and Subsidiaries (the “Company”) as of September 30, 2016 and 2015, and the related statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ RSM US LLP
Boston, Massachusetts
January 13, 2017


30

                            


CSP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value) 
 
September 30,
2016
 
September 30,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
13,103

 
$
11,181

Accounts receivable, net of allowances of $240 and $331
18,997

 
18,468

Unbilled accounts receivable
567

 
1,420

Inventories
6,148

 
5,749

Refundable income taxes

 
43

Deferred income taxes
1,331

 
1,337

Other current assets
1,671

 
1,884

Total current assets
41,817

 
40,082

Property, equipment and improvements, net
1,680

 
1,564

 
 
 
 
Other assets:
 

 
 

Intangibles, net
287

 
416

Deferred income taxes
1,723

 
1,687

Cash surrender value of life insurance
3,015

 
3,064

Other assets
185

 
183

Total other assets
5,210

 
5,350

Total assets
$
48,707

 
$
46,996

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
11,932

 
$
13,776

Deferred revenue
4,704

 
2,931

Pension and retirement plans
581

 
675

Income taxes payable
166

 

Total current liabilities
17,383

 
17,382

Pension and retirement plans
13,441

 
10,009

Other long term liabilities
228

 
15

Total liabilities
31,052

 
27,406

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Shareholders’ equity:
 
 
 
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 3,821 and 3,688 shares, respectively
39

 
37

Additional paid-in capital
12,924

 
12,249

Retained earnings
16,623

 
15,689

Accumulated other comprehensive loss
(11,931
)
 
(8,385
)
Total shareholders’ equity
17,655

 
19,590

Total liabilities and shareholders’ equity
$
48,707

 
$
46,996

 
See accompanying notes to consolidated financial statements.


31

                            

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

 
For the year ended
 
September 30,
2016
 
September 30,
2015
Sales:
 
 
 
Product
$
77,835

 
$
66,447

Services
25,532

 
22,859

Total sales
103,367

 
89,306

 
 
 
 
Cost of sales:
 
 
 
Product
63,539

 
55,478

Services
14,787

 
14,641

Total cost of sales
78,326

 
70,119

 
 
 
 
Gross profit
25,041

 
19,187

 
 
 
 
Operating expenses:
 
 
 
Engineering and development
2,984

 
2,826

Selling, general and administrative
18,256

 
16,135

Total operating expenses
21,240

 
18,961

Operating income
3,801

 
226

 
 
 
 
Other expense:
 
 
 
Foreign exchange loss
(134
)
 
(172
)
Other expense, net
(67
)
 
(38
)
Total other expense, net
(201
)
 
(210
)
Income before income taxes
3,600

 
16

Income tax expense
996

 
226

Net income (loss)
$
2,604

 
$
(210
)
Net income (loss) attributable to common stockholders
$
2,495

 
$
(210
)
Net income (loss) per share – basic
$
0.69

 
$
(0.06
)
Weighted average shares outstanding – basic
3,609

 
3,548

Net income (loss) per share – diluted
$
0.67

 
$
(0.06
)
Weighted average shares outstanding – diluted
3,734

 
3,548

 
See accompanying notes to consolidated financial statements.

32

                            

CSP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)

 
 
For the year ended
 
 
September 30,
2016
 
September 30,
2015
 
 
 
 
 
Net income (loss)
 
$
2,604

 
$
(210
)
Other comprehensive income (loss):
 
 
 
 
Unrealized actuarial loss on minimum pension liability
 
(3,564
)
 
(131
)
Foreign currency translation gain (loss)
 
18

 
(330
)
Other comprehensive loss
 
(3,546
)
 
(461
)
Total comprehensive loss
 
$
(942
)
 
$
(671
)

See accompanying notes to consolidated financial statements.


33

                            

CSP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Year Ended September 30, 2016:
(Amounts in thousands)
 
Shares
 
Amount
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
other
comprehensive
loss
 
Total
Shareholders’
Equity
Balance as of September 30, 2014
3,619

 
$
36

 
$
11,658

 
$
17,517

 
$
(7,924
)
 
$
21,287

Comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 
(210
)
 

 
(210
)
Other comprehensive loss

 

 

 

 
(461
)
 
(461
)
Stock-based compensation

 

 
375

 

 

 
375

Tax benefit from exercise of stock options

 

 

 

 

 

Restricted stock issuance
36

 
1

 

 

 

 
1

Issuance of shares under employee stock purchase plan
31

 
 
 
206

 

 

 
206

Exercise of stock options
2

 
 
 
10

 

 

 
10

Cash dividends on common stock ($0.44 per share)

 

 

 
(1,618
)
 

 
(1,618
)
Balance as of September 30, 2015
3,688

 
37

 
12,249

 
15,689

 
(8,385
)
 
19,590

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Net income

 

 

 
2,604

 

 
2,604

Other comprehensive loss

 

 

 

 
(3,546
)
 
(3,546
)
Stock-based compensation

 

 
414

 

 

 
414

Restricted stock issuance
86

 
1

 

 

 

 
1

Issuance of shares under employee stock purchase plan
33

 
1

 
175

 

 

 
176

Exercise of stock options
14

 

 
86

 

 

 
86

Cash dividends on common stock ($0.44 per share)

 

 

 
(1,670
)
 

 
(1,670
)
Balance as of September 30, 2016
3,821

 
$
39

 
$
12,924

 
$
16,623

 
$
(11,931
)
 
$
17,655

See accompanying notes to consolidated financial statements.

34

                            

CSP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
For the year ended
 
September 30,
2016
 
September 30,
2015
Cash flows from operating activities:
 
 
 
Net income (loss)
$
2,604

 
$
(210
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 

 
 

Depreciation
570

 
516

Amortization of intangibles
129

 
130

Loss on disposal of property, equipment and improvements, net
51

 
54

Foreign exchange loss
134

 
172

Non-cash changes in accounts receivable
27

 
96

Stock-based compensation expense on stock options and restricted stock awards
414

 
375

Deferred income taxes
(18
)
 
2

(Increase) decrease in cash surrender value of life insurance
210

 
(86
)
Changes in operating assets and liabilities:
 

 
 

Increase in accounts receivable
(8
)
 
(8,226
)
Increase in officer life insurance settlement receivable
(413
)
 

(Increase) decrease in inventories
(471
)
 
638

Decrease in refundable income taxes
44

 
356

Decrease in other assets
604

 
328

Increase (decrease) in accounts payable and accrued expenses
(1,648
)
 
4,461

Increase (decrease) in deferred revenue
1,769

 
(812
)
Increase (decrease) in pension and retirement plans liability
606

 
(83
)
Increase in income taxes payable
167

 
4

Increase (decrease) in other long term liabilities
233

 
(55
)
Net cash provided by (used in) operating activities
5,004

 
(2,340
)
 
 
 
 
Cash flows from investing activities:
 

 
 

Life insurance premiums paid
(161
)
 
(193
)
Purchases of property, equipment and improvements
(735
)
 
(724
)
Net cash used in investing activities
(896
)
 
(917
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Dividends paid
(1,670
)
 
(1,618
)
Proceeds from issuance of shares under equity compensation plans
263

 
216

Net cash used in financing activities
(1,407
)
 
(1,402
)
Effects of exchange rate on cash
(779
)
 
(608
)
Net increase (decrease) in cash and cash equivalents
1,922

 
(5,267
)
Cash and cash equivalents, beginning of period
11,181

 
16,448

Cash and cash equivalents, end of period
$
13,103

 
$
11,181

 
 
 
 
Supplementary cash flow information:
 

 
 

Cash paid for income taxes
$
334

 
$
15

Cash paid for interest
$
86

 
$
85

See accompanying notes to consolidated financial statements.

35

                            

CSP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2016 AND 2015

 
Organization and Business
 
CSP Inc. (“CSPI” or “the Company” or “we” or “our”) was founded in 1968 and is based in Lowell, Massachusetts. To meet the diverse requirements of commercial 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 HPP segment and its TS segment.

1.         Summary of Significant Accounting Policies
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Foreign Currency Translation
 
The U.S. Dollar is the reporting currency for all periods presented. The financial information for entities outside the United States is measured using the local currency as the functional currency. Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at average rates in effect during the period. The resulting translation adjustment is reflected as accumulated other comprehensive income (loss), a separate component of shareholders' equity on the consolidated balance sheets. The translation adjustment for intercompany foreign currency loans that are of a long-term-investment nature is also reflected as accumulated other comprehensive income (loss). Currency transaction gains and losses are recorded as other income (expense) in the statements of operations.
 
Cash Equivalents
 
For purposes of the consolidated statements of cash flows, highly liquid investments with original maturities of three months or less at the time of acquisition are considered cash equivalents.

Research and Development Expense

For the years ended September 30, 2016 and 2015, our expenses for research and development were approximately $3.0 million and $2.8 million, respectively. Expenditures for research and development are expensed as they are incurred.
 

Impairment of Long-Lived Assets
 
The Company reviews its long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management assesses the recoverability of the long-lived assets (other than goodwill) by comparing the estimated undiscounted cash flows associated with the related asset or group of assets against their respective carrying amounts. The amount of impairment, if any, is calculated based on the excess of the carrying amount over the fair value of those assets. Intangible assets that are not subject to amortization are also required to be tested annually, or more frequently if events or circumstances indicate that the asset may be impaired. We did not have intangible assets with indefinite lives at any time during the two years ended September 30, 2016. Intangible assets subject to amortization are amortized on a straight-line basis over their estimated useful lives, generally three to ten years, and are carried at net book value. The remaining useful lives of intangible assets are evaluated on an annual basis. Intangible assets subject to amortization are also tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the fair value of an intangible asset subject to amortization is determined to be less than its carrying value, then an impairment charge is recorded to write down that asset to its fair value.
 


36

                            

Inventories
 
Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out method. The recoverability of inventories is based upon the types and levels of inventories held, forecasted demand, pricing, competition and changes in technology. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. For the year ended September 30, 2016, the Company wrote down approximately $602 thousand of inventory.
 
Property, Equipment and Improvements
 
The components of property, equipment and improvements are stated at cost. The Company provides for depreciation by use of the straight-line method over the estimated useful lives of the related assets (three to seven years). Leasehold improvements are amortized by use of the straight-line method over the lesser of the estimated useful life of the asset or the lease term. Repairs and maintenance costs are expensed as incurred. Property, equipment and improvements are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If the fair value of property, equipment and improvements is determined to be less than their carrying value, then an impairment charge is recorded to write down that asset to its fair value.

Trade Accounts Receivable and Allowance for Doubtful Accounts
 
Trade accounts receivable are stated at amounts that have been billed to customers less an allowance for doubtful accounts. Allowances for doubtful accounts are recorded for the estimated losses resulting from the inability of our customers to make required payments. The estimates for the allowance for doubtful accounts are based on the length of time the receivables are past due, current business environment and our historical experience. If the financial condition of our customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required. Accounts receivable are charged off against the reserve when management has determined they are uncollectible.
 
Pension and Retirement Plans
 
The funded status of pension and other postretirement benefit plans is recognized on the consolidated balance sheet. Gains and losses, prior service costs and credits and any remaining transition amounts that have not yet been recognized through pension expense will be recognized in accumulated other comprehensive income, net of tax, until they are amortized as a component of net periodic pension/postretirement benefits expense. Additionally, plan assets and obligations are measured as of our fiscal year-end balance sheet date (September 30).
 
We have defined benefit and defined contribution plans in the United Kingdom (the “U.K.”), Germany and in the U.S. In the U.K. and Germany, the Company provides defined benefit pension plans for certain employees and former employees and defined contribution plans for the majority of the employees. The defined benefit plans in both the U.K. and Germany are closed to newly hired employees and have been for the two years ended September 30, 2016. In the U.S., the Company also provides defined contribution plans that cover most employees and supplementary retirement plans to certain employees and former employees who are now retired. These supplementary retirement plans are also closed to newly hired employees and have been for the two years ended September 30, 2016. These supplementary plans are funded through whole life insurance policies. The Company expects to recover all insurance premiums paid under these policies in the future, through the cash surrender value of the policies and any death benefits or portions thereof to be paid upon the death of the participant. These whole life insurance policies are carried on the balance sheet at their cash surrender values as they are owned by the Company and not assets of the defined benefit plans. In the U.S., the Company also provides for officer death benefits and post-retirement health insurance benefits through supplemental post-retirement plans to certain officers. The Company also funds these supplemental plans' obligations through whole life insurance policies on the officers.
 
Pension expense is based on an actuarial computation of current future benefits using estimates for expected return on assets, expected compensation increases and applicable discount rates. Management has reviewed the discount rates and rates of return with our consulting actuaries and investment advisor and concluded they were reasonable. A decrease in the expected return on pension assets would increase pension expense. Expected compensation increases are estimated based on historical and expected increases in the future. Increases in estimated compensation increases would result in higher pension expense while decreases would lower pension expense. Discount rates are selected based upon rates of return on high quality fixed income investments currently available and expected to be available during the period to maturity of the pension benefit. A decrease in the discount rate would result in greater pension expense while an increase in the discount rate would decrease pension expense.
 

37

                            

The Company funds its pension plans in amounts sufficient to meet the requirements set forth in applicable employee benefits laws and local tax laws. Liabilities for amounts in excess of these funding levels are accrued and reported in the consolidated balance sheets.
 
Revenue Recognition
 
We derive revenue from the sale of integrated hardware and software, professional services, maintenance contracts, other services, and third party service contracts. Professional services generally include implementation, installation, and training services. Other services generally include revenue generated through our royalty and extended warranty contracts. We recognize revenue when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, the fee is fixed or determinable and collectability is reasonably assured. We enter into multiple element arrangements as well as standalone sales of product, professional services, and other services.

We recognize revenue from standalone product sales upon transfer of title, which is typically upon shipment, provided all other revenue recognition criteria have been met. Revenue generated from standalone professional services and extended warranty contracts is recognized as services are completed, provided all other revenue recognition criteria have been met. In some instances professional service contracts include a customer acceptance provision, in which case revenue is deferred until we have evidence of customer acceptance. We recognize revenue from usage based royalty contracts upon confirmation from the customer of shipment of the system produced pursuant to the royalty agreement.

We recognize revenue from multiple element arrangements in accordance with ASC 605-25, Multiple Element Arrangements. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. ASC 605-25 establishes a hierarchy for determining the amount to allocate to each separate deliverable in an arrangement. We determine selling price using vendor specific objective evidence (“VSOE”), if it exists; or, if VSOE does not exist, third party evidence (“TPE”) of fair value if applicable; otherwise, we use the best estimate of selling price (“BESP”). The objective of BESP is to determine the price at which the Company would transact if the element was sold on a standalone basis. Management’s determination of BESP involves several factors including budgeted profit margins, and cost to complete services.

We recognize revenue from third party service contracts as either gross sales or net sales in accordance ASC 605-45, Principal Agent Considerations, which requires us to determine if the Company is acting as a principal party to the transaction or simply acting as an agent or broker. Under ASC 605-45, the assumption of the risks and rewards under the arrangement are
considered indicators of principal parties to the arrangement. We record revenue as gross when it is a principal party to the arrangement and net of cost when we are acting as a broker or agent. Under gross sales recognition, the entire selling price is recorded in revenue and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to revenue resulting in net sales equal to the gross profit on the transaction.
The following policies are applicable to our major categories of segment revenue transactions:

HPP Segment Revenue

HPP segment revenue is derived from the sale of integrated hardware and software, maintenance, and other services through the Multicomputer and Myricom product lines. Multicomputer product revenue is generally recognized when product is shipped, provided that all revenue recognition criteria are met. Service revenue consists principally of other services which comprise of warranty and royalty revenue. Revenue generated from extended warranty contracts is recognized as services are completed, provided all other revenue recognition criteria have been met We recognize revenue from usage based royalty contracts upon confirmation from the customer of shipment of the system produced pursuant to the royalty agreement.

Myricom revenue is derived from the sale of products, which are comprised of both hardware and embedded software which is essential to the products functionality, and post contract maintenance and support. Revenue on multiple element arrangements is recognized in accordance with ASC 605-25. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. We determine selling price using BESP. Management’s determination of BESP is based on several factors, including, but not limited to, internal costs and gross margin objectives. Accordingly revenue for post contract maintenance and support is recognized over the implied maintenance period of three years, and revenue for product sales is recognized upon delivery

38

                            

assuming all other revenue recognition criteria have been met.

TS Segment Revenue
TS Segment revenue is derived from the sale of hardware, software, professional services, and third party service contracts. TS product revenue is generally recognized when product is shipped, provided that all revenue recognition criteria are met. Service revenue consists of professional services which generally include implementation, installation, and training services. Revenue generated from standalone professional services is recognized as services are completed, provided all other revenue recognition criteria has been met. Our standard sales agreements generally do not include customer acceptance provisions. However, in certain instances when arrangements include a customer acceptance provision or there is uncertainty about customer acceptance, revenue is deferred until we have evidence of customer acceptance.
Revenue derived from the sale of products, which are comprised of both hardware and software, and professional services is recognized in accordance with ASC 605-25. We evaluate multiple element arrangements to determine if separate units of accounting exist, and if so, we allocate revenue to each element based upon the relative selling price of each element. We determine selling price using BESP. Management’s determination of BESP is based on several factors, including, but not limited to, internal costs and gross margin objectives. Accordingly revenue for professional services is recognized as services are completed, and revenue for product sales is recognized upon delivery assuming all other revenue recognition criteria have been met.

We recognize revenue from certain third party service contracts, which are evaluated to determine whether such service revenue should be recorded as gross sales or net sales in accordance ASC 605-45. We evaluate all third party service contracts to determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the entire selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in cost of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales resulting in net sales equal to the gross profit on the transaction and there are no costs of goods sold. We use the net sales recognition method for the third party service contracts that we sell when we are not the primary obligor on the contract. We use the gross sales recognition for the third party service contracts that we sell when we act as principal and are the primary obligor.
 
Product Warranty Accrual
 
Our product sales generally include a hardware warranty which ranges from 90-day to three-years. At time of product shipment, we accrue for the estimated cost to repair or replace potentially defective products. Estimated warranty costs are based upon prior actual warranty costs for substantially similar products.
 
 
Engineering and Development Expenses
 
Engineering and development expenses include payroll, employee benefits, stock-based compensation and other headcount-related expenses associated with product development. Engineering and development expenses also include third-party development and programming costs. We consider technological feasibility for our software products to be reached upon the release of the software, accordingly, no internal software development costs have been capitalized.
 
Income Taxes
 
We use the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We also reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. This methodology requires estimates and judgments in the determination of the recoverability of deferred tax assets and in the calculation of certain tax liabilities. Valuation allowances are recorded against the gross deferred tax assets that management believes, after considering all available positive and negative objective evidence, historical and prospective, with greater weight given to historical evidence, that it is more likely than not that these assets will not be realized.
 
In addition, we are required to recognize in the consolidated financial statements, 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

39

                            

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.
 
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. The Company records liabilities for estimated tax obligations in the U.S. and other tax jurisdictions. These estimated tax liabilities include the provision for taxes that may become payable in the future.
 
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.
We are required to present earnings per share, or EPS, utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities.
Basic and diluted earnings per share computations for the Company's reported net income attributable to common stockholders are as follows:
 
For the year ended  
 
September 30, 2016
 
September 30, 2015
 
(Amounts in thousands except per share data)
Net income (loss)
$
2,604

 
$
(210
)
Less: Net income attributable to nonvested common stock
109

 

Net income (loss) attributable to common stockholders
$
2,495

 
$
(210
)
Weighted average total shares outstanding - basic
3,766

 
3,548

Less: weighted average non-vested shares outstanding
157

 

Weighted average number of common shares outstanding - basic
3,609

 
3,548

Potential common shares from non-vested stock awards and the assumed exercise of stock options
125

 

Weighted average common shares outstanding - diluted
3,734

 
3,548

Net income (loss) per share - basic
$
0.69

 
$
(0.06
)
Net income (loss) per share - diluted
$
0.67

 
$
(0.06
)
All anti-dilutive securities, including stock options, are excluded from the diluted income per share computation. For the year ended September 30, 2016, 25 thousand stock options were excluded from the diluted income per share calculation because their inclusion would have been anti-dilutive. For the fiscal year ended September 30, 2015, approximately 26 thousand stock options were excluded from the diluted income per share calculation because their inclusion would have been anti-dilutive.
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.
 
Stock-Based Compensation
 
We measure and recognize compensation expense for all stock-based payment awards made to employees and directors including stock options and nonvested shares of restricted common stock based on estimated fair values of stock-based payment awards on the date of grant. The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock option grants. The fair value of nonvested restricted share awards is equal to the quoted market price of our common stock as quoted on the Nasdaq Global Market on the date of grant. The value of the portion of the award that is ultimately

40

                            

expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statements of operations.
 
Because stock-based compensation expense recognized in the consolidated statements of o

perations for the fiscal years ended September 30, 2016 and 2015 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures and will be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
 
Stock-based compensation expense recognized for the fiscal years ended September 30, 2016 and 2015 consisted of stock-based compensation expense related to options and nonvested restricted stock granted pursuant to the Company's stock incentive and employee stock purchase plans of approximately $0.4 million and $0.4 million, respectively.

Concentrations of Credit Risk