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EX-32.1 - EXHIBIT 32.1 - CSP INC /MA/cspi-20180630xex321.htm
EX-31.2 - EXHIBIT 31.2 - CSP INC /MA/cspi-20180630xex312.htm
EX-31.1 - EXHIBIT 31.1 - CSP INC /MA/cspi-20180630xex311.htm

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended
June 30, 2018
 
 
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to             .

Commission File Number 0-10843
 
CSP Inc.
(Exact name of Registrant as specified in its charter)
 
Massachusetts
04-2441294
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
175 Cabot Street - Suite 210, Lowell, MA
01854
(Address of principle executive offices)
(Zip Code)
 
 
(978)-954-5038
(Registrant's telephone number, including area code)
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  o.

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  o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
o
Accelerated filer
o
 
 
 
 
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
x
 
 
 
 
Emerging growth company
o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of August 8, 2018, the registrant had 4,017,254 shares of common stock issued and outstanding.

1


INDEX

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CSP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
 
June 30,
2018
 
September 30,
2017
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
10,415

 
$
10,421

Accounts receivable, net of allowances of $123 and $120
13,059

 
17,673

Unbilled accounts receivable
1,404

 
703

Inventories
9,216

 
5,567

Deferred costs
32

 
19

Refundable income taxes
688

 

Other current assets
1,894

 
1,076

Current assets held-for-sale
16,263

 
14,867

Total current assets
52,971

 
50,326

Property, equipment and improvements, net
868

 
919

 
 
 
 
Other assets:
 

 
 

Intangibles, net
78

 
167

Deferred income taxes
1,368

 
1,963

Cash surrender value of life insurance
3,608

 
3,300

Other assets
65

 
65

Noncurrent assets held-for-sale

 
2,188

Total other assets
5,119

 
7,683

Total assets
$
58,958

 
$
58,928

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
15,130

 
$
14,895

Deferred revenue
1,763

 
938

Pension and retirement plans
322

 
325

Income taxes payable
58

 
138

Current liabilities held-for-sale
16,516

 
9,727

Total current liabilities
33,789

 
26,023

Pension and retirement plans
6,505

 
6,653

Income taxes payable
561

 

Other noncurrent liabilities
37

 
29

Noncurrent liabilities held-for-sale

 
5,222

Total liabilities
40,892

 
37,927

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Shareholders’ equity:
 
 
 
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 4,006 and 3,935 shares, respectively
41

 
40

Additional paid-in capital
14,306

 
13,717

Retained earnings
14,297

 
17,407

Accumulated other comprehensive loss
(10,578
)
 
(10,163
)
Total shareholders’ equity
18,066

 
21,001

Total liabilities and shareholders’ equity
$
58,958

 
$
58,928


See accompanying notes to unaudited consolidated financial statements.

3


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

 
For the three months ended
 
For the nine months ended
 
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Sales:
 
 
 
 
 
 
 
Product
$
16,080

 
$
23,084

 
$
43,798

 
$
52,007

Services
3,964

 
3,345

 
9,480

 
8,127

Total sales
20,044

 
26,429

 
53,278

 
60,134

 
 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
Product
13,527

 
19,615

 
36,473

 
44,044

Services
1,306

 
664

 
3,247

 
1,729

Total cost of sales
14,833

 
20,279

 
39,720

 
45,773

 
 
 
 
 
 
 
 
Gross profit
5,211

 
6,150

 
13,558

 
14,361

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Engineering and development
895

 
578

 
2,352

 
1,747

Selling, general and administrative
4,094

 
4,230

 
11,682

 
10,910

Total operating expenses
4,989

 
4,808

 
14,034

 
12,657

 
 
 
 
 
 
 
 
Operating income (loss)
222

 
1,342

 
(476
)
 
1,704

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
Foreign exchange gain (loss)
420

 
(25
)
 
308

 
27

Other income (expense), net
38

 
8

 
105

 
30

Total other income (expense)
458

 
(17
)
 
413

 
57

Income (loss) before income taxes
680

 
1,325

 
(63
)
 
1,761

Income tax expense
249

 
393

 
1,225

 
539

Net income (loss) from continuing operations
431

 
932

 
(1,288
)
 
1,222

Loss from discontinued operations, net of tax
(428
)
 
(237
)
 
(503
)
 
(141
)
Net income (loss)
3

 
695

 
(1,791
)
 
1,081

Net income (loss) attributable to common stockholders
$
3

 
$
664

 
$
(1,791
)
 
$
1,035

 
 
 
 
 
 
 
 
Net income (loss) from continuing operations per share – basic
$
0.11

 
$
0.24

 
$
(0.34
)
 
$
0.32

Net loss from discontinued operations per share – basic
$
(0.11
)
 
$
(0.06
)
 
$
(0.13
)
 
$
(0.04
)
Weighted average shares outstanding – basic
3,842

 
3,744

 
3,811

 
3,713

 
 
 
 
 
 
 
 
Net income (loss) from continuing operations per share – diluted
$
0.11

 
$
0.24

 
$
(0.34
)
 
$
0.31

Net loss from discontinued operations per share – diluted
$
(0.11
)
 
$
(0.06
)
 
$
(0.13
)
 
$
(0.04
)
Weighted average shares outstanding – diluted
3,930

 
3,819

 
3,811

 
3,811

 
See accompanying notes to unaudited consolidated financial statements.

4


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

 
 
For the three months ended
 
For the nine months ended
 
 
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Net income (loss)
 
$
3

 
$
695

 
$
(1,791
)
 
$
1,081

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation loss adjustments
 
(325
)
 
(79
)
 
(415
)
 
(17
)
Other comprehensive loss
 
(325
)
 
(79
)
 
(415
)
 
(17
)
Total comprehensive income (loss)
 
$
(322
)
 
$
616

 
$
(2,206
)
 
$
1,064


See accompanying notes to unaudited consolidated financial statements.


5


CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the nine months ended June 30, 2018:
(Amounts in thousands, except per share data)
 
 
Shares
 
Amount
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
other
comprehensive
loss
 
Total
Shareholders’
Equity
Balance as of September 30, 2017
3,935

 
$
40

 
$
13,717

 
$
17,407

 
$
(10,163
)
 
$
21,001

Net loss

 

 

 
(1,791
)
 

 
(1,791
)
Other comprehensive loss

 

 

 

 
(415
)
 
(415
)
Exercise of stock options
5

 

 
22

 

 

 
22

Stock-based compensation

 

 
489

 

 

 
489

Restricted stock cancellation
(13
)
 

 

 

 

 

Restricted stock issuance
71

 
1

 

 

 

 
1

Issuance of shares under employee stock purchase plan
8

 

 
78

 

 

 
78

Cash dividends paid on common stock ($0.33 per share)

 

 

 
(1,319
)
 

 
(1,319
)
Balance as of June 30, 2018
4,006

 
$
41

 
$
14,306

 
$
14,297

 
$
(10,578
)
 
$
18,066

 
See accompanying notes to unaudited consolidated financial statements.

6


CSP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
For the nine months ended
 
June 30,
2018
 
June 30,
2017
Cash flows provided by operating activities:
 
 
 
Net income (loss)
$
(1,791
)
 
$
1,081

Loss from discontinued operations, net of income tax benefit
(503
)
 
(141
)
Net income (loss) from continuing operations
(1,288
)
 
1,222

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

 
 

Depreciation and amortization
309

 
271

Amortization of intangibles
89

 
90

Loss on sale of fixed assets, net
4

 
1

Foreign exchange gain
(308
)
 
(27
)
Non-cash changes in accounts receivable
3

 
9

Non-cash changes in inventories
381

 
165

Stock-based compensation expense on stock options and restricted stock awards
489

 
411

Deferred income taxes
596

 
(136
)
Increase in cash surrender value of life insurance
(158
)
 
(99
)
Changes in operating assets and liabilities:
 

 
 

(Increase) decrease in accounts receivable
3,913

 
(798
)
Decrease in life insurance receivable

 
413

Increase in inventories
(4,050
)
 
(3,084
)
Increase in deferred costs
(14
)
 
(84
)
Increase in refundable income taxes
(725
)
 
(18
)
Increase in other current assets
(783
)
 
(155
)
Increase in accounts payable and accrued expenses
195

 
6,335

(Increase) decrease in deferred revenue
828

 
(28
)
Decrease in pension and retirement plans liabilities
(80
)
 
(70
)
Increase in income taxes payable
481

 
276

Increase (decrease) in other long term liabilities
7

 
(193
)
Net cash provided by (used in) operating activities of continuing operations
(111
)
 
4,501

Net cash provided by (used in) operating activities of discontinued operations
1,126

 
(120
)
Net cash provided by operating activities
1,015

 
4,381

Cash flows used in investing activities:
 

 
 

Life insurance premiums paid
(150
)
 
(150
)
Purchases of property, equipment and improvements
(262
)
 
(169
)
Net cash used in investing activities of continuing operations
(412
)
 
(319
)
Net cash used in investing activities of discontinued operations
(154
)
 
(104
)
Net cash used in investing activities
(566
)
 
(423
)
Cash flows used in financing activities:
 

 
 

Dividends paid
(1,319
)
 
(1,289
)
Proceeds from issuance of shares under equity compensation plans
100

 
106

Net cash used in financing activities
(1,219
)
 
(1,183
)
Effects of exchange rate on cash
(165
)
 
123

Net increase (decrease) in cash and cash equivalents
(935
)
 
2,898

Cash and cash equivalents of continuing operations, beginning of period
10,421

 
7,537

Cash and cash equivalents of discontinued operations, beginning of period
3,464

 
5,566

Cash and cash equivalents, beginning of period
13,885

 
13,103

Cash and cash equivalents, end of period
12,950

 
16,001

Less: Cash and cash equivalents of discontinued operations at end of period
2,535

 
5,527

Cash and cash equivalents of continuing operations at end of period
$
10,415

 
$
10,474

Supplementary cash flow information:
 

 
 

Cash paid for income taxes
$
878

 
$
469

Cash paid for interest
$
72

 
$
75


 See accompanying notes to unaudited consolidated financial statements.

7


CSP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2018 AND 2017

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

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

Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited consolidated financial statements should be read in conjunction with the footnotes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

During the third quarter ended June 30, 2018, CSPi's Board of Directors approved the sale of the Germany subsidiary of its TS segment. Accordingly, the Company's Germany division of the TS segment met the criteria for "Assets Held-for-Sale" in accordance with Accounting Standard Codification Topic 360 ("ASC 360") as of June 30, 2018. The Germany assets and liabilities are reflected as "held-for-sale" on the consolidated balance sheets in accordance with ASC 360, at June 30, 2018 and September 30, 2017. In addition, the results of operations for the Germany business have been presented as discontinued operations in accordance with ASC 205-20, Results of Operations-Discontinued Operations for all periods presented. The Company closed on the sale of the German subsidiary of its TS segment on July 31, 2018.

Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to continuing operations. Refer to Note 12 for additional information on discontinued operations.

2.    Use of Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, including estimates and assumptions related to reserves for bad debt, reserves for inventory obsolescence, the impairment assessment of intangible assets, the calculation of estimated selling price and post-delivery support obligations used for revenue recognition, the calculation of liabilities related to deferred compensation and retirement plans and the calculation of income tax liabilities. Actual results may differ from those estimates under different assumptions or conditions.
 
3.    Earnings Per Share of Common Stock
 
Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and is computed by dividing net income (loss) by the assumed weighted average number of common shares outstanding.
 
We are required to present earnings per share, or EPS, utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities.

 

8


Basic and diluted earnings per share computations for the Company’s reported net income (loss) attributable to common stockholders are as follows:
 
For the three months ended
 
For the nine months ended
 
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
 
(Amounts in thousands except per share data)
Income (loss) from continuing operations
$
431

 
$
932

 
$
(1,288
)
 
$
1,222

Loss from discontinued operations
(428
)
 
(237
)
 
(503
)
 
(141
)
Net income (loss)
3

 
695

 
(1,791
)
 
1,081

Less: net income attributable to nonvested common stock

 
31

 

 
46

Net income (loss) attributable to common stockholders
$
3

 
$
664

 
$
(1,791
)
 
$
1,035

 
 
 
 
 
 
 
 
Weighted average total shares outstanding – basic
4,006

 
3,921

 
3,811

 
3,876

Less: weighted average non-vested shares outstanding
164

 
177

 

 
163

Weighted average number of common shares outstanding – basic
3,842

 
3,744

 
3,811

 
3,713

Potential common shares from non-vested stock awards and the assumed exercise of stock options
88

 
75

 

 
98

Weighted average common shares outstanding – diluted
3,930

 
3,819

 
3,811

 
3,811

 
 
 
 
 
 
 
 
Net income (loss) from continuing operations per share – basic
$
0.11

 
$
0.24

 
$
(0.34
)
 
$
0.32

Net loss from discontinued operations per share – basic
$
(0.11
)
 
$
(0.06
)
 
$
(0.13
)
 
$
(0.04
)
Net income (loss) from continuing operations per share – diluted
$
0.11

 
$
0.24

 
$
(0.34
)
 
$
0.31

Net loss from discontinued operations per share – diluted
$
(0.11
)
 
$
(0.06
)
 
$
(0.13
)
 
$
(0.04
)
 
Non-vested restricted stock awards of 168,000 shares were excluded from the diluted loss per share calculation for the nine months ended June 30, 2018, as there was a net loss and their inclusion would have been anti-dilutive.

4.    Inventories

Inventories consist of the following:
 
June 30, 2018
 
September 30, 2017
 
(Amounts in thousands)
Raw materials
$
953

 
$
1,334

Work-in-process
375

 
260

Finished goods
7,888

 
3,973

Total
$
9,216

 
$
5,567

     
Finished goods includes inventory that has been shipped, but for which all revenue recognition criteria has not been met, of approximately $0.4 million and $0.4 million as of June 30, 2018 and September 30, 2017, respectively.

Total inventory balances in the table above are shown net of reserves for obsolescence of approximately $3.2 million and $2.9 million as of June 30, 2018 and September 30, 2017, respectively.

9

Draft                    Preliminary & Tentative            For Discussion Purposes Only

 
5.    Deferred Costs

Deferred costs represent costs of labor, third party maintenance and support contracts, and outside consultants related to transactions where the revenue recognition criteria has not been met.


6.    Accumulated Other Comprehensive Loss
 
The components of accumulated other comprehensive loss are as follows:
 
 
June 30, 2018
 
September 30, 2017
 
 
(Amounts in thousands)
Cumulative effect of foreign currency translation
 
$
(3,629
)
 
$
(3,214
)
Cumulative unrealized loss on pension liability
 
(6,949
)
 
(6,949
)
Accumulated other comprehensive loss
 
$
(10,578
)
 
$
(10,163
)

7.    Income Taxes
 
Income tax expense for continuing operations was $249 thousand and $1.2 million for the three and nine months ended June 30, 2018, respectively, compared to income tax expense of $393 thousand and $539 thousand in the same periods of 2017. For the three and nine months ended June 30, 2018, changes in the effective tax rate from the prior period include lower level of earnings and the reduction in the U.S. tax rate from 35% to 24%. The U.S. tax rate will be 21% for periods after fiscal year 2018.

On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), resulting in significant modifications to existing law. The Company follows the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), which provides additional clarification regarding the application of ASC Topic 740 in situations where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act for the reporting period in which the Tax Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Tax Act’s enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements, but in no circumstances should the measurement period extend beyond one year from the enactment date.
The provisions above are estimates, and accordingly, changes to these estimates will be recorded in subsequent periods as more information and guidance becomes available.


8.    Pension and Retirement Plans
 
The Company's continuing operations has defined benefit and defined contribution plans in the United Kingdom and in the U.S. The Company's discontinued operations has a defined benefit and defined contribution plan in Germany. As indicated in Note 1, during the third quarter ended June 30, 2018, CSPi's Board of Directors approved the sale of the Germany subsidiary of its TS segment. In the United Kingdom, the Company provides defined benefit pension plans and defined contribution plans for some of its employees. In the U.S., the Company provides benefits through supplemental retirement plans to certain former employees. The U.S. supplemental retirement plans have life insurance policies which are not plan assets but were purchased by the Company as a vehicle to fund the costs of the plan. The Company also provides for officer death benefits through post-retirement plans to certain officers of the Company in the U.S.  All of the Company’s defined benefit plans are closed to newly hired employees and have been since September 2009.

The Company funds its pension plans in amounts sufficient to meet the requirements set forth in applicable employee benefits laws and local tax laws. Liabilities for amounts in excess of these funding levels are accrued and reported in the consolidated balance sheets.
 
The Company's pension plan in the United Kingdom is the only plan with plan assets. The plan assets consist of an investment in a commingled fund which in turn comprises a diversified mix of assets including corporate equity securities, government securities and corporate debt securities.

10


 
The components of net periodic benefit costs related to the U.S. and international plans are as follows:
 
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Foreign
 
U.S.
 
Total
 
Foreign
 
U.S.
 
Total
 
(Amounts in thousands)
Pension:
 
 
 
 
 
 
 
 
 
 
 
Interest cost
$
93

 
$
7

 
$
100

 
$
81

 
$
11

 
$
92

Expected return on plan assets
(77
)
 

 
(77
)
 
(68
)
 

 
(68
)
Amortization of:
 

 
 

 
 

 
 

 
 

 
 

Amortization of net gain (loss)
45

 
(1
)
 
44

 
52

 
(1
)
 
51

Net periodic benefit cost from continuing operations
61

 
6

 
67

 
65

 
10

 
75

Net periodic benefit cost from discontinued operations
52

 

 
52

 
68

 

 
68

Net periodic benefit cost
$
113

 
$
6

 
$
119

 
$
133

 
$
10

 
$
143

 
 
 
 
 
 
 
 
 
 
 
 
Post Retirement:
 

 
 

 
 

 
 

 
 

 
 

Service cost
$

 
$
10

 
$
10

 
$

 
$
10

 
$
10

Interest cost

 
12

 
12

 

 
10

 
10

Amortization of net gain (loss)

 
(4
)
 
(4
)
 

 
4

 
4

Net periodic cost
$

 
$
18

 
$
18

 
$

 
$
24

 
$
24

 
 
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended June 30,
 
2018
 
2017
 
Foreign
 
U.S.
 
Total
 
Foreign
 
U.S.
 
Total
 
(Amounts in thousands)
Pension:
 
 
 
 
 
 
 
 
 
 
 
Interest cost
$
280

 
$
20

 
$
300

 
$
237

 
$
32

 
$
269

Expected return on plan assets
(231
)
 

 
(231
)
 
(198
)
 

 
(198
)
Amortization of:
 
 
 
 
 

 
 
 
 
 
 

Amortization of net gain (loss)
133

 
(1
)
 
132

 
153

 
(3
)
 
150

Net periodic benefit cost from continuing operations
182

 
19

 
201

 
192

 
29

 
221

Net periodic benefit cost from discontinued operations
158

 

 
158

 
200

 

 
200

Net periodic benefit cost
$
340

 
$
19

 
$
359

 
$
392

 
$
29

 
$
421

 
 
 
 
 
 
 
 
 
 
 
 
Post Retirement:
 

 
 

 
 

 
 

 
 

 
 

Service cost
$

 
$
32

 
$
32

 
$

 
$
29

 
$
29

Interest cost

 
35

 
35

 

 
33

 
33

Amortization of net gain (loss)

 
(14
)
 
(14
)
 

 
11

 
11

Net periodic cost
$

 
$
53

 
$
53

 
$

 
$
73

 
$
73




11


    
    
The fair value of the assets held by the U.K. pension plan by asset category are as follows:
 
Fair Values as of
 
June 30, 2018
 
September 30, 2017
 
Fair Value Measurements Using Inputs Considered as
 
Fair Value Measurements Using Inputs Considered as
Asset Category
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(Amounts in thousands)
Cash on deposit
$
46

 
$
46

 
$

 
$

 
$
62

 
$
62

 
$

 
$

Pooled funds
8,257

 
8,257

 

 

 
8,177

 
8,177

 

 

Total plan assets
$
8,303

 
$
8,303

 
$

 
$

 
$
8,239

 
$
8,239

 
$

 
$

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 

9.    Segment Information

The following tables present certain operating segment information for the three and nine months ended June 30, 2018 and June 30, 2017.
 
 
 
 
Technology Solutions Segment
 
 
For the three months ended June 30,
 
High Performance Products Segment
 
United
Kingdom
 
U.S.
 
Total
 
Consolidated
Total
 
 
(Amounts in thousands)
2018
 
 
 
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
 
 
 
 
Product
 
$
1,665

 
$
1,978

 
$
12,437

 
$
14,415

 
$
16,080

Service
 
1,422

 
232

 
2,310

 
2,542

 
3,964

Total sales
 
3,087

 
2,210

 
14,747

 
16,957

 
20,044

Income (loss) from operations
 
(43
)
 
14

 
251

 
265

 
222

Assets from continuing operations
 
15,018

 
4,769

 
22,908

 
27,677

 
42,695

Assets held-for-sale
 

 

 

 

 
16,263

Total assets
 
15,018

 
4,769

 
22,908

 
27,677

 
58,958

Capital expenditures
 
34

 

 
52

 
52

 
86

Depreciation and amortization
 
75

 
1

 
71

 
72

 
147

 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
 
 
 
 
Product
 
$
1,635

 
$
1,748

 
$
19,701

 
$
21,449

 
$
23,084

Service
 
1,680

 
252

 
1,413

 
1,665

 
3,345

Total sales
 
3,315

 
2,000

 
21,114

 
23,114

 
26,429

Income from operations
 
388

 
58

 
896

 
954

 
1,342

Assets from continuing operations
 
17,277

 
2,078

 
22,243

 
24,321

 
41,598

Assets held-for-sale
 

 

 

 

 
16,509

Total assets
 
17,277

 
2,078

 
22,243

 
24,321

 
58,107

Capital expenditures
 
32

 

 
46

 
46

 
78

Depreciation and amortization
 
58

 
2

 
63

 
65

 
123

 
 
 
 
 
 
 
 
 
 
 

12


 
 
 
Technology Solutions Segment
 
 
For the nine months ended June 30,
 
High Performance Products Segment
 
United
Kingdom
 
U.S.
 
Total
 
Consolidated
Total
 
 
(Amounts in thousands)
2018
 
 
 
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
 
 
 
 
Product
 
$
4,752

 
$
5,276

 
$
33,770

 
$
39,046

 
$
43,798

Service
 
2,600

 
512

 
6,368

 
6,880

 
9,480

Total sales
 
7,352

 
5,788

 
40,138

 
45,926

 
53,278

Income (loss) from operations
 
(1,482
)
 
(77
)
 
1,083

 
1,006

 
(476
)
Assets from continuing operations
 
15,018

 
4,769

 
22,908

 
27,677

 
42,695

Assets held-for-sale
 

 

 

 

 
16,263

Total assets
 
15,018

 
4,769

 
22,908

 
27,677

 
58,958

Capital expenditures
 
80

 

 
182

 
182

 
262

Depreciation and amortization
 
188

 
3

 
207

 
210

 
398

 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
 
 
 
 
Product
 
$
5,155

 
$
4,611

 
$
42,241

 
$
46,852

 
$
52,007

Service
 
4,331

 
565

 
3,231

 
3,796

 
8,127

Total sales
 
9,486

 
5,176

 
45,472

 
50,648

 
60,134

Income (loss) from operations
 
802

 
(183
)
 
1,085

 
902

 
1,704

Assets from continuing operations
 
17,277

 
2,078

 
22,243

 
24,321

 
41,598

Assets held-for-sale
 

 

 

 

 
16,509

Total assets
 
17,277

 
2,078

 
22,243

 
24,321

 
58,107

Capital expenditures
 
90

 

 
79

 
79

 
169

Depreciation and amortization
 
168

 
7

 
186

 
193

 
361


Income (loss) from operations consists of sales less cost of sales, engineering and development expenses, and selling, general and administrative expenses but is not affected by either other income/expense or by income taxes expense/benefit. Non-operating charges/income consists principally of investment income and interest expense.  All intercompany transactions have been eliminated.
    
The following table lists customers from which the Company derived revenues in excess of 10% of total revenues from continuing operations for the three and nine months ended June 30, 2018, and 2017.
 
 
For the three months ended June 30,
 
For the nine months ended June 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
Customer Revenues
 
% of Total
Revenues
 
Customer Revenues
 
% of Total
Revenues
 
Customer Revenues
 
% of Total
Revenues
 
Customer Revenues
 
% of Total
Revenues
 
(Dollar amounts in millions)
Customer A
 
$
1.6

 
8
%
 
$
8.2

 
31
%
 
$
5.5

 
10
%
 
$
14.8

 
25
%
Customer B
 
$
1.0

 
5
%
 
$
3.0

 
11
%
 
$
2.2

 
4
%
 
$
4.5

 
7
%

In addition, accounts receivable from Customer A totaled approximately $1.5 million, or 11%, and approximately $2.4 million, or 14%, of total consolidated accounts receivable as of June 30, 2018 and September 30, 2017, respectively. Accounts receivable from Customer B was less than 10% as of June 30, 2018 and September 30, 2017. One additional customer,

13


Customer C, accounted for accounts receivable of 10% or more as of June 30, 2018, but did not account for revenue of 10% or more for the three and nine months ended June 30, 2018 and June 30, 2017. Accounts receivable from Customer C totaled approximately $1.6 million, or 13%, of consolidated accounts receivable as of June 30, 2018. We believe that the Company is not exposed to any significant credit risk with respect to the accounts receivable with these customers as of June 30, 2018. No other customers accounted for 10% or more of total consolidated accounts receivable as of June 30, 2018.

10.    Dividends
        
On December 19, 2017, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on January 16, 2018 to shareholders of record as of December 29, 2017, the record date.

On February 12, 2018, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on March 16, 2018 to shareholders of record as of February 28, 2018, the record date.

On May 9, 2018, the Company's board of directors declared a cash dividend of $0.11 per share which was paid on June 15, 2018 to shareholders of record as of May 31, 2018, the record date.

11.    New accounting standards not adopted as of June 30, 2018

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on October 1, 2018, and it does not plan to early adopt this ASU. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. We are utilizing a bottom-up approach to analyze the standard's impact on our contract portfolio, comparing our historical accounting policies and practices, and identifying potential differences from applying the requirements of the new standard to our contracts. While this assessment continues, we have not yet completed our determination of the impacts of the standard or the effect of these impacts on our consolidated financial statements. The Company has selected the modified retrospective approach as its transition method. Because the new standard will impact our business processes, systems and controls, we are developing a comprehensive change management project plan to guide the implementation.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value, except for inventory measured using last-in, first-out (LIFO) or the retail inventory method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017 and requires prospective application, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company has not yet assessed the potential impact of implementing this ASU on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), an amendment of the FASB Accounting Standards Codification. This ASU requires lessees to recognize a right-of-use asset and lease liability for most lease arrangements. The new standard is effective for the Company on October 1, 2019. The standard mandates a modified retrospective transition method for all entities and early adoption is permitted. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-08 (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) to clarify the implementation guidance on principal versus agent considerations. The amendments in this update provides additional guidance on indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer and does not change the core principle of previously issued guidance. The amendments in this Topic are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company does not expect the implementation of this ASU to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, an amendment of the FASB Accounting Standards Codification. This ASU will reduce diversity in practice for classifying cash payments and receipts in the statement of cash flows for a number of common transactions. It will also clarify when identifiable cash flows should be separated versus classified based on their predominant source or use. This ASU is effective for public

14


business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is evaluating the effect that ASU 2016-15 will have on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, an amendment of the FASB Accounting Standards Codification. This ASU requires the seller and buyer to recognize at the transaction date the current and deferred income tax consequences of intercompany asset transfers (except transfers of inventory). Under current GAAP, the seller and buyer defer the consolidated tax consequences of an intercompany asset transfer from the period of the transfer to a future period when the asset is transferred out of the consolidated group, or otherwise affects consolidated earnings. This standard will cause volatility in companies’ effective tax rates, particularly for those that transfer intangible assets to foreign subsidiaries. For public entities, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2017. An entity may early adopt the standard but only at the beginning of an annual period for which it has not issued or made available for issuance financial statements (interim or annual). The Company is evaluating the effect that ASU 2016-16 will have on its consolidated financial statements and related disclosures.

In January 2017, FASB issued ASU No. 2017-01, “Business Combinations Clarifying the Definition of a Business" (Topic 805) (“ASU No. 2017-01”). ASU 2017-01 provides a framework to use in determining when a set of assets and activities is a business. ASU 2017-01 provides more consistency in applying the business combination guidance, reduces the costs of application, and makes the definition of a business more operable. ASU 2017-01 is effective for interim and annual periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact ASU 2017-01 will have on the Company’s results of operations, financial position and disclosures.

In March 2017, the FASB issued ASU No. 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, an amendment of the FASB Accounting Standards Codification. This ASU requires employers that sponsor defined benefit pension and/or other post-retirement benefit plans to report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. Employers are required to present the other components of net benefit costs in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component of net periodic pension cost will be eligible for asset capitalization. For public entities, the new standard is effective for annual periods beginning after December 15, 2017, including interim periods within that annual period. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. This ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The Company is evaluating the effect that ASU 2017-07 will have on its consolidated financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allow a reclassification from accumulated other comprehensive income (loss) (“AOCI”) to retained earnings for stranded tax effects resulting from the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts at the date of enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact the standard may have on our consolidated financial statements and related disclosures.

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which works to improve on certain aspects of ASU No. 2016-02 identified by stakeholders as problematic or difficult to implement, including the adoption method. Currently, entities are required to adopt this ASU using a modified retrospective transition method. Under that transition method, an entity initially applies this ASU at the beginning of the earliest period presented in its financial statements. ASU No. 2018-11 provides another adoption method, which allows entities to initially apply ASU No. 2016-02 at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. We are currently evaluating the impact the standard may have on our consolidated financial statements and related disclosures.




15


12.    Assets held-for-sale and discontinued operations

As discussed in Note 1, on June 27, 2018, CSPi entered into an agreement to sell its Germany operations (Modcomp GmbH, Technology Solutions) to Reply AG, a German stock corporation ("Reply AG") and an affiliate of European IT service provider and media conglomerate Reply SpA (MTA, STAR: REY) (the "Reply Group") for €10.0 million in cash, subject to certain closing and post-closing adjustments. Accordingly, CSPi GmbH, met the criteria for "Assets Held-for-Sale" in accordance with Accounting Standard Codification 360 ("ASC 360") as of June 30, 2018. Pursuant to the terms of a Share Purchase and Assignment Agreement, Reply AG will acquire all of the outstanding stock of Modcomp GmbH, CSPi’s German subsidiary, which includes all of the assets and liabilities of such entity. The Germany assets and liabilities are reflected as "held-for-sale" on the consolidated balance sheets in accordance with ASC 360, at June 30, 2018 and September 30, 2017. In addition, the results of operations for the Germany business have been presented as discontinued operations in accordance with ASC 205-20 for all periods presented.

Summarized Discontinued Operations Financial Information

The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in assets and liabilities held for sale in the accompanying consolidated balance sheets for each of the periods presented:

 
 
 
June 30, 2018
 
September 30, 2017
 
 
 
(Amounts in thousands)
Currents assets:
 
 
 
 
Cash and cash equivalents
$
2,535

 
$
3,464

 
Accounts receivable, net
7,936

 
9,957

 
Unbilled accounts receivable
553

 
69

 
Inventories, net
446

 
404

 
Deferred costs
2,978

 
910

 
Deferred income taxes
854

 

 
Other current assets
373

 
63

 
Property, equipment and improvements, net
588

 

 
 
Total current assets held-for-sale
$
16,263

 
$
14,867

 
 
 
 
 
 
Property, equipment and improvements, net
$

 
$
589

Deferred costs

 
609

Deferred income taxes

 
864

Other noncurrent assets, net

 
126

 
 
Total noncurrent assets held-for-sale
$

 
$
2,188

 
 
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
$
4,667

 
$
3,950

 
Deferred revenue
6,409

 
5,264

 
Pension and retirement plans
5,319

 
209

 
Other current liabilities
121

 
304

 
 
Total current liabilities held-for-sale
$
16,516

 
$
9,727

 
 
 
 
 
 
Pension and retirement plans
$

 
$
5,165

Other noncurrent liabilities

 
57

 
 
Total noncurrent liabilities held-for-sale
$

 
$
5,222



16


The following table summarizes the results of discontinued operations for the three and nine months ended June 30, 2018, and June 30, 2017.

 
For the three months ended
 
For the nine months ended
 
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
 
(Amounts in thousands)
Sales
$
5,681

 
$
4,103

 
$
16,428

 
$
15,630

Cost of sales
5,150

 
3,452

 
14,180

 
13,043

Gross profit
531

 
651

 
2,248

 
2,587

Selling, general and administrative expenses
922

 
933

 
2,656

 
2,711

Operating loss
(391
)
 
(282
)
 
(408
)
 
(124
)
Other expenses
(36
)
 
(10
)
 
(95
)
 
(23
)
Loss before income taxes
(427
)
 
(292
)
 
(503
)
 
(147
)
Income tax expense (benefit)
1

 
(55
)
 

 
(6
)
Loss from discontinued operations, net of tax
$
(428
)
 
$
(237
)
 
$
(503
)
 
$
(141
)

13.    Subsequent Events

On July 31, 2018, CSPi announced the completion of its sale of all of the stock of Modcomp GmbH, to Reply AG, pursuant to the terms of a Share Purchase and Assignment Agreement dated June 27, 2018. CSPI GmbH, through itself and its wholly owned subsidiaries, provided managed security services to customers primarily in Germany.

Upon the closing of the Share Purchase Agreement, Reply AG paid to CSPI total cash at closing of approximately €12,343,000, which consists of the original purchase price of €10,000,000 plus an adjustment at closing for Net Cash (as defined in the Share Purchase Agreement) of approximately €2,343,000.


Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-Looking Statements
 
The discussion below contains certain forward-looking statements including, but not limited to, among others, statements concerning future revenues and future business plans. Forward-looking statements include statements in which we use words such as “expect”, “believe”, “anticipate”, “intend”, “project”, “estimate”, “should”, “could”, “may”, “plan”, “potential”, “predict”, “project”, “will”, “would” and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, the forward-looking statements are subject to significant risks and uncertainties, and thus we cannot assure you that these expectations will prove to have been correct, and actual results may vary from those contained in such forward-looking statements. We discuss many of these risks and uncertainties in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. Factors that may cause such variances include, but are not limited to, our dependence on a small number of customers for a significant portion of our revenue, our high dependence on contracts with the U.S. federal government, our reliance in certain circumstances on single sources for supply of key product components, intense competition in the market segments in which we operate, the recent sale of our German operations in our TS segment, and the recent changes in the U.S. Tax laws which are still under review by us. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this filing and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.
  

17


Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, impairment assessment of intangibles, income taxes, deferred compensation and retirement plans, as well as estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Discontinued Operations

During the third quarter ended June 30, 2018, CSPi's Board of Directors approved the sale of the Germany subsidiary of its TS segment. The Germany assets and liabilities are reflected as "held-for-sale" on the consolidated balance sheets in accordance with ASC 360, at June 30, 2018 and September 30, 2017. In addition, the results of operations for the Germany business have been presented as discontinued operations for all periods presented. The Company closed on the sale of the German subsidiary of its TS segment on July 31, 2018.
    
Results of Continuing Operations

Overview of the three months ended June 30, 2018

     Our revenues decreased by approximately $6.4 million, or 24%, to $20.0 million for the three months ended June 30, 2018 as compared to $26.4 million for the three months ended June 30, 2017. The decrease in revenue is the result of a decrease of $6.2 million in our TS segment, combined with a $0.2 million decrease in our HPP segment. Our gross margin percentage increased to 26% of revenues for the three months ended June 30, 2018 from 23% for the three months ended June 30, 2017. Operating income decreased by approximately $1.1 million from operating income of $1.3 million for the three months ended June 30, 2017 to operating income of $222 thousand for the three months ended June 30, 2018, primarily as a result of a $939 thousand decrease in gross profit combined with an increase of $181 thousand in operating expenses. The increase in operating expenses was primarily the result of higher compensation costs with an increase in the number of engineers and outside consultants for the development of the new Aria security products in the HPP segment. Our income tax expense decreased by approximately $144 thousand to $249 thousand for the three months ended June 30, 2018 as compared to an income tax expense of $393 thousand for the three months ended June 30, 2017. The decrease to the income tax expense was primarily due to the decrease in operating income.


18


The following table details our results of operations in dollars and as a percentage of sales for the three months ended:
 
 
 
June 30, 2018
 
%
of sales
 
June 30, 2017
 
%
of sales
 
 
(Dollar amounts in thousands)
Sales
 
$
20,044

 
100
 %
 
$
26,429

 
100
 %
Costs and expenses:
 
 

 
 

 
 

 
 

Cost of sales
 
14,833

 
74
 %
 
20,279

 
77
 %
Engineering and development
 
895

 
5
 %
 
578

 
2
 %
Selling, general and administrative
 
4,094

 
20
 %
 
4,230

 
16
 %
Total costs and expenses
 
19,822

 
99
 %
 
25,087

 
95
 %
Operating income
 
222

 
1
 %
 
1,342

 
5
 %
Other income (expense)
 
458

 
2
 %
 
(17
)
 
 %
Income before income taxes
 
680

 
3
 %
 
1,325

 
5
 %
Income tax expense
 
249

 
1
 %
 
393

 
1
 %
Net income from continuing operations
 
431

 
2
 %
 
932

 
4
 %
Net loss from discontinued operations
 
(428
)
 
(2
)%
 
(237
)
 
(1
)%
Net income
 
$
3

 
 %
 
$
695

 
3
 %

Revenues

     Our revenues decreased by approximately $6.4 million to $20.0 million for the three months ended June 30, 2018 as compared to $26.4 million of revenues for the three months ended June 30, 2017. TS segment revenues decreased by $6.2 million, and HPP segment revenues decreased by $0.2 million.

HPP segment revenue change was as follows for the three months ended June 30, 2018 and 2017:
 
 
 
 
 
 
Increase (Decrease)
 
 
2018
 
2017
 
$
 
%
 
 
(Dollar amounts in thousands)
 
 
Products
 
$
1,665

 
$
1,635

 
$
30

 
2
 %
Services
 
1,422

 
1,680

 
(258
)
 
(15
)%
Total
 
$
3,087

 
$
3,315

 
$
(228
)
 
(7
)%

The HPP product revenues of $1.7 million were relatively unchanged for the three months ended June 30, 2018 compared to the three months ended June 30, 2017, increasing by $30 thousand from $1.6 million. The decrease in HPP services revenues of $258 thousand is primarily attributed to a $382 thousand decrease in royalties on high-speed processing boards related to the E2D program shipped for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017.

TS segment revenue change was as follows for the three months ended June 30, 2018 and 2017:
 
 
 
 
 
 
Increase (decrease)
 
 
2018
 
2017
 
$
 
%
 
 
(Dollar amounts in thousands)
 
 
Products
 
$
14,415

 
$
21,449

 
$
(7,034
)
 
(33
)%
Services
 
2,542