CSP INC /MA/
10-Q, 1995-04-10
COMPUTER PERIPHERAL EQUIPMENT, NEC
Previous: UNITED STATIONERS INC, 10-C, 1995-04-10
Next: CU BANCORP, 8-K, 1995-04-10



<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 10549
                                   FORM 10-Q

      (Mark One)

      (X) Quarterly report pursuant to Section 13 of 15(d) of the
          Securities Exchange Act of 1934

      For the quarterly period ended February 24, 1995 or

      ( ) Transition report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

      For the transition period from               to

      Commission file number 0-10843


                                   CSP Inc.
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                Massachusetts                           04-2441294
        --------------------------------            ------------------
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)               Identification No.


                  40 Linnell Circle, Billerica, Massachusetts
        --------------------------------------------------------------
                  (Address of principal executive offices)


       Registrant's telephone number, including area code: (508)663-7598
       -----------------------------------------------------------------


                                     NONE
       -----------------------------------------------------------------
(Former name, former address, former fiscal year, if changed since last report)

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 ( )

APPLICABLE ONLY TO CORPORATE USERS:

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

             Class                                 Outstanding April 3, 1995
  ----------------------------                    ---------------------------
  Common stock, $.01 par value                      2,766,620   shares


                                       1
<PAGE>
 
                                     INDEX
<TABLE> 
<CAPTION> 
                                                            PAGE NUMBER
  <C>       <S>                                             <C>     
  PART 1.   FINANCIAL INFORMATION:

  Item 1.   Financial Statements

            Consolidated Balance Sheets.............................3

            Consolidated Statements of Operations...................4

            Consolidated Statements of Cash Flows...................5

            Notes to Consolidated Financial Statements..............6

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operation......................8

  PART II.  OTHER INFORMATION:

  Item 6.   Exhibits & Reports on Form 8-K.........................12
</TABLE> 

                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                     
             CSP INC. AND SUBSIDIARIES                                                     
            CONSOLIDATED BALANCE SHEETS
               (Dollars In Thousands)                February 24,               August 26,
                                                        1995                      1994 
ASSETS                                               (Unaudited)                                  
- ---------------------------------                   -------------              ------------
Current Assets:
<S>                                                  <C>                        <C>     
 Cash and cash equivalents                               $11,141                    $8,556
 Marketable securities                                     6,364                     7,055
 Accounts receivable (Net of                               3,405                     5,084
   allowance for doubtful
   accounts of $103)
 Inventories (Note 2)                                      2,476                     3,192
 Deferred income taxes                                       381                       381
 Prepaid expenses                                            669                       708
                                                   --------------             -------------
  Total Current Assets                                    24,436                    24,976
                                                   --------------             -------------
 
Property, equipment and improvements
       (Net of accumulated
       depreciation of $7,510 and            
       $6,421 respectively)                                3,506                     3,276 
                                                   --------------             -------------
Other Assets:
 Land held for future                                       
   development                                               163                       163 
 Deferred income taxes                                       375                       323
 Other assets                                              1,043                     1,198
                                                   --------------             -------------
                                                           1,581                     1,684
                                                   --------------             -------------
Total Assets                                             $29,523                   $29,936
                                                   ==============             =============
 
LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------
Current Liabilities:
 Accounts payable and accrued                                                              
   expenses                                               $1,522                    $1,689 
 Income taxes payable                                        135                       202
                                                   --------------             -------------
   Total Current Liabilities                               1,657                     1,891
                                                   --------------             -------------
Deferred compensation and retirement                    
  plans                                                    1,866                     1,804 
 
Shareholders' Equity:
  Common stock, $.01 par value:
    authorized 7,500,000 shares;
    issued 2,922,034 and
    2,877,609 shares                                          29                        29

  Paid-in capital                                         10,187                    10,136
  Retained earnings                                       16,547                    16,839
  Equity adjustment foreign currency                             
    translation                                               65                        65
                                                   --------------             -------------
                                                          26,828                    27,069
  Less:  treasury stock at cost,                   
    155,414 shares                                           828                       828 
                                                   --------------             -------------
   Total Shareholders' Equity                             26,000                    26,241
                                                   --------------             -------------
Total Liabilities and Shareholders'             
  Equity                                                 $29,523                   $29,936 
                                                   ==============             =============
</TABLE>

- ----------------
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
 
            CSP INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF OPERATIONS
   (Dollars In Thousands, Except For Per Share Data)
                      (Unaudited)

<TABLE>
<CAPTION>
                                                /-For The Three Months Ended-/      /---For The Six Months Ended--/
                                                February 24,      February 25,      February 24,         February 25,
                                                   1995              1994              1995                 1994
                                                ------------      ------------      ------------         ------------
<S>                                             <C>               <C>               <C>                  <C>     
Sales                                                $4,747            $5,061           $ 9,366               $9,264
                                                                                 
Costs and Expenses, net:                                                         
  Cost of sales                                       2,154             2,053             4,390                3,625
  Engineering and development                           698               659             1,438                1,332
  Marketing and sales                                 1,250             1,114             2,647                2,183
  General and administrative                            607               544             1,129                1,029   
  Restructuring Costs (note 4)                          ---               ---               409                  ---   
                                                ------------      ------------      ------------         ------------ 
  Total costs and expenses, net                       4,709             4,370            10,013                8,169
                                                ------------      ------------      ------------         ------------ 
Operating income (loss)                                  38               691              (647)               1,095
                                                                                 
Interest income                                         215               116               350                  223
Dividend income                                           3                 2                 5                   11
Interest expense                                        (11)               (7)              (24)                 (16)
Foreign exchange adjustment                              (1)                0                (1)                   0
Net realized and unrealized gains(losses) on                                       
 marketable securities                                   (2)              (13)               (7)                  11
                                                ------------      ------------      -------------        ------------ 
Income before income taxes                              242               789              (324)               1,324 
Income tax expense (benefit)                            102               325               (32)                 526
                                                ------------      ------------      ------------         ------------ 
Net income (loss)                                      $140              $464             ($292)                $798
                                                ============      ============      ============         ============ 
Primary earnings (loss) per share                     $0.05             $0.16           ($0.10)               $0.28
                                                ============      ============      ============         ============
                                                                                 
Weighted Average Shares Outstanding                                              
                                                                                 
 Primary                                              2,805             2,816            2,812                2,815
                                                ============      ============      ============          ===========
</TABLE>






See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
 
               CSP INC. AND SUBSIDIARIES     
         CONSOLIDATED STATEMENTS OF CASH FLOWS
                (Dollars In Thousands)       
                     (Unaudited)              

<TABLE> 
<CAPTION> 
                                                     /-For The Three Months Ended--/          /----For The Six Months Ended--/
                                                     February 24,     February 25,            February 24,         February 25,
                                                         1995             1994                    1995                 1994
                                                     -----------      ------------            ------------        -------------  
                                                                                              
<S>                                                  <C>              <C>                     <C>                  
  Net Income (loss)                                        $140              $464                   ($292)                $798
                                                                                                                              
  Adjustments to reconcile net income (loss) to                                                      
   net cash from(used for) operating activities:                                                
     Unreal. (gain)loss on mktble securities                  2               (10)                      7                   (8)
     Depreciation and amortization                          192               170                     376                  317
     (Gain) Loss on sale of fixed assets                      0                (4)                      0                   (4)
     Deferred compensation and retirement plans              33               (38)                     62                   (9)
     Deferred income taxes                                  (52)                3                     (52)                   1
     Changes in operating assets and liablities:                                                                              
      (Increase) decrease in accounts receivable,                                                                               
       net                                                  279              (404)                  1,679               (1,297) 
      (Increase) decrease in inventories                    633               111                     716                 (397)
      (Increase) decrease in prepaid  expenses              (30)             (136)                     39                 (244)
      Increase(decrease) in accounts payable                                                  
       and accrued expenses                                (341)              467                    (167)                  26
      Increase (decrease) in income taxes                                                     
       payable                                              151               (62)                    (67)                 136
                                                     -----------      ------------            ------------        ------------- 
                                                                                                                              
  Total adjustments                                         867                97                   2,593               (1,479)
                                                                                                                              
  Net cash from (used for) operating activities           1,007               561                   2,301                 (681)
                                                                                                                              
Cash flows from (used for) investing activities:
     Purchase of marketable securities                  (37,921)          (38,189)                (68,003)             (63,614)
     Sale of marketable securities                       39,792            37,961                  68,687               62,488
     Property, equipment and improvements                   (93)             (109)                   (606)                (379)
     Other assets                                           130              (223)                    155                 (223)
                                                     -----------      ------------            ------------        -------------  
                                                                                                                              
  Net cash provided from (used for) investing                                                                                  
   activities                                             1,908              (560)                    233               (1,728)

Cash flows from financing activities:                                                                                         
     Proceeds from stock options                              5                22                      51                  166
                                                     -----------      ------------            ------------        -------------  
  Net cash from financing activities                          5                22                      51                  166
                                                                                                                              
Net increase(decrease) in cash                            2,920                23                   2,585               (2,243)
                                                                                                                              
Cash, beginning of period                                 8,221            10,155                   8,556               12,421
                                                     -----------      ------------            ------------        -------------  
                                                                                                                              
Cash, end of period                                     $11,141           $10,178                 $11,141              $10,178
                                                     ===========      ============            ============        =============   
                                                                                                                              
Supplementary information:                                                                                                    
                                                                                                                              
Income taxes paid , net                                     $26              $417                    $106                 $420
                                                     ===========      ============            ============        =============   
Interest paid                                               $50               $29                     $50                  $29
                                                     ===========      ============            ============        =============   
</TABLE>


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
 
                           CSP INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  The accompanying financial statements have been prepared by the Company,
  without audit, and reflect all adjustments which in the opinion of management,
  are necessary for a fair statement of the results of the interim periods
  presented. All adjustments were of a normal recurring nature. Certain
  information and footnote disclosures normally included in the annual financial
  statements which are prepared in accordance with generally accepted accounting
  principles have been condensed or omitted. Accordingly, the Company believes
  that although the disclosures are adequate to make the information presented
  not misleading, the financial statements should be read in conjunction with
  the footnotes contained in the Company's Annual Report on Form 10-K for the
  fiscal year ended August 26, 1994.



2.  Inventories:

    Inventories consist of the following:

<TABLE>
<CAPTION>
 
                                     February 24,    August 26,      
                                         1995           1994         
                                     ------------  ------------      
<S>                                  <C>           <C>             
                                              ($000's)               
Raw materials                           $  720        $1,248              
Work-in-process                          1,151         1,272              
Finished goods                             605           672              
                                        ------        ------              
 Total                                  $2,476        $3,192              
                                        ======        ======               
</TABLE>


3.  Asset Acquisition:

    On March 1, 1994, the Company purchased the majority of assets of
    a bio-instrumentation manufacturer, AMBIS, Inc. for approximately
    $500,000.  The assets purchased include inventory, manufacturing
    fixtures, customer and vendor lists, assembly and test drawings and
    the use of the AMBIS name.  Key AMBIS employees in manufacturing,
    customer support and sales have joined CSPI to smooth the technology
    transfer.


                                       6
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

4.  Restructure Charges:

    The Company recorded restructure charges of $409,000 against
    operations which was based on the best information available at
    the time the decision was made to take the action of a work-force
    reduction, moving the San Diego, California manufacturing operation
    to Billerica and restruct and move the French subsidiary.  The
    Company will have terminated a total of twenty-two (22) employees,
    or 18% of the entire labor force.  Listed below is the summary of
    the restructure charges.

<TABLE> 
       <S>                                               <C> 
       Work-force related................................$290,000
       Cost of relocating San Diego......................  85,000
       Moving cost of French office and restructure......  34,000

           Total restructure costs.......................$409,000
</TABLE> 


                                       7
<PAGE>
 
CSP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:

A summary of the period to period changes in principal items included in the
Statement of Operations is shown in Schedule I and II  ( page 13 and 14 ).

RESULTS OF OPERATIONS - 1995 COMPARED TO 1994:
- ----------------------------------------------

Sales revenue of $9,366,000 for the six month period ended February 24, 1995
represents a slight increase of approximately 2% over the prior comparable
period of fiscal year 1994, whereas sales revenue of $4,747,000 for the quarter
ended February 24, 1995 represents a 6% decline from the prior comparable
period.  Sales of the machine code reader to United Parcel Service ( UPS )
accounted for approximately 37% and 15% total sales for the six and three months
ended February 24, 1995 compared to only 1% and 0% for the prior comparable
periods in fiscal 1994.   The contract to supply machine code readers to UPS has
essentially been completed and the units are expected to go on line at the UPS
Chicago, Illinois facility next month.  Preliminary results have been very
encouraging and other potential customers have shown interest in the use of this
technology.  The SuperCard family of products accounted for 34% and 21% of total
sales for the six and three month periods representing a decline of
approximately 44% and 26% from the prior comparable periods.  This decline is
mainly delays in procurements by some of  the COTS( commercial - off - the -
shelf )programs, decline in the procurements of the old SuperCard products (SC-1
and SC-2), and the new  the SuperCard 4/4XL generation of product is still in
its early stage of procurements by the OEM and volume end users.  The SuperCard
is currently being sold to a wide variety of customers primarily in the VMEbus
market.  The largest customers continue to be COTS based military programs
around the world , primarily in the United States with varied applications in
aerospace, imaging, and military ( i.e. radar and sonar ).  Sales of older
attached processor products such as the MAP-4000 and MiniMAP remained consistent
at approximately 5% and 3% of total sales for the six and three month periods.
These older products are sold only to existing customers. The RTS-860 product
represented 8% and 6% of total sales for the six and three month periods, which
increased by 5% and 6% from the prior comparable periods.  The Scanalytics
Division , which develops bio-instrumentation-scientific-imaging products,
accounted for approximately 12% and 9% of total sales for the six and three
month periods compared to 8% and 6% for the comparable periods of fiscal 1994.
This increase is mainly attributable to the addition of the Ambis product line
which was purchased in March 1994.  Sales generated from the Ambis product line
accounted for approximately $354,000 or 31% of the Scanalytics division year 


                                       8
<PAGE>
 
to date sales. The majority of this revenue was generated from the RIS 4000, a
radio-isotopic imager used in gel electrophoresis experiments. Revenue
recognized from Scanalytics service contracts accounted for 16% of the
Scanalytics division year to date sales, an 11% increase from the prior
comparable period. This was mainly attributable to service contract relating to
the Ambis product line. MasterScan and CellScan products accounted for
approximately 6% and 28% of division sales for the six month period which is a
decline from the prior comparable period of 41% and 32%, respectively.

North American sales were approximately 86% and 88% of total sales for the six
and three month periods ended February 24, 1995 which is fairly consistent with
the prior comparable periods of 85% and 88%, respectively.  European sales
remained depressed and relatively consistent with the same periods of the prior
fiscal year at approximately 6% and 2%, respectively.  Sales in the Far East
also remained consistent at approximately 5% and 4% of total sales for the six
and three month periods.

Cost of sales as a percentage of sales was approximately 47% and 45% for the six
and three month periods compared to 39% and 41% for the same periods of the
prior fiscal year. This increase was primarily due to the mix of business,
increasing competitive pressures and aggressive introductory pricing for new
products. The machine code readers units cost of sales as a percentage of sales
are higher than either the Scanalytics or Embedded Computer products. The
increased volume of shipment to UPS accounted for a major portion of the
increase for the period. SuperCard shipments have been under competitive
pressures and have accounted for about 10 % of the increased cost of sales. We
also had some additional expenses related to the closing and relocation of our
San Diego manufacturing (Ambis product) operation which was closed in February,
1995.

Engineering and development expenses as a percentage of sales for the six and
three month periods ended February 24, 1995 remained fairly consistent with the
same periods of the prior fiscal year at approximately 15% of sales. The
increase in the amount of expenditures over the prior fiscal year was due to the
addition of a software engineer for the EC division and added maintenance costs
for capital equipment purchased for the development activity. The Scanalytics
division  accounted for approximately 18% of the total engineering and
development expenses compared to approximately 20% for the comparable period of
fiscal 1994.

Sales and marketing expenses as a percentage of sales increased by approximately
4% for the six and three month periods compared to the same periods of the prior
fiscal year.  The increased 


                                       9
<PAGE>
 
expenses were primarily due to addition of staff which was hired as part of the
Ambis acquisition and related expenses of the operation needed to sell and
support the new product. This represented 75 % of the increase for the six month
period. The Ambis expenses were not reflected in the Fiscal year 1994 statements
since Ambis was purchased in March ,1994. The remaining increase was due to
added selling and marketing expenses of the Vision System Division which was
established at the end of Fiscal year 1994. This Division was established to
sell and market the machine code reader licensed from UPS.

General and administrative expenses remained consistent at approximately 12% of
sales as compared to the same periods of the prior fiscal year.  The increased
expense amount was due to additional legal expenses, and retirement benefits
related to the restructure, and costs related to implementing new accounting
software.

In November, 1994, the Company recorded restructure charges of $409,000 against
operations which was based on the best information available at the time the
decision was made to take the action of a work-force reduction, moving the San
Diego, California manufacturing operation to Billerica, MA and to restructure
and move the French subsidiary.  This restructuring is scheduled to be completed
by the end of fiscal 1995.

The Company reported an operating loss of ($647,000) and operating income of
$38,000 for the six and three month periods ending February 24, 1995, compared
to operating income of $1,095,000 and $691,000 for the same six and three month
periods of fiscal 1994.  This decrease was  due primarily  to  the restructuring
costs recognized as discussed above, the erosion of the gross margin from 61% to
53%, and the increase in operating expenses as discussed above.

Other  income has increased compared to prior years due to the increase in the
rates of  investments and   the shift from non-taxable investments to taxable
because of current tax status.

The Company continues its conservative investment strategy of maintaining a
short-term liquid position while maximizing revenues on an after-tax basis with
as limited an exposure of principal as possible.  The Company believes that as a
result of maintaining a liquid position, it has been able to avoid borrowing for
capital needs as well as augment its operating results, and is well positioned
to make an acquisition or a joint venture if appropriate opportunities arise.


                                      10
<PAGE>
 
FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY:
- ----------------------------------------------------

Working capital decreased to $22.8 million at the end of February, 1995 from
$23.1 million at the end of August 1994.  Accounts receivable decreased
approximately $1,679,000 from August 26, 1994.  This decrease is mainly due to
cash receipts related to billings made at the end of fiscal 1994 and a more even
sales distribution during the recent accounting period .  Inventory decreased
$716,000 from the level reported at August 26, 1994.  This decrease is mainly
due to the shipment of several DCOR units to UPS which were in work in process
at the end of August 1994 and shipment of SuperCard products.

Management believes that all of the Company's current and foreseeable needs can
be met through working capital generated by operations and investments.

INFLATION AND CHANGING PRICES:
- ------------------------------

Management does not believe that inflation and changing prices had significant
impact on either sales revenues or income from continuing operations during
the six and three month periods ended February 24, 1995.  There is no assurance,
however, that the Company's business will not be materially and adversely
affected by inflation and changing prices in the future.


                                      11
<PAGE>
 
                                                                      Schedule I

<TABLE>
<CAPTION>
            CSP INC.AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF OPERATIONS
              PERCENTAGE OF SALES
             (Dollars In Thousands)
                   (Unaudited)

                                /--------For The Three Months Ended- /------For The Six Months Ended---/
                                February 24, % Of  February 25, % Of  February 24, % Of  February 25, % Of
                                    1995     Sales    1994      Sales    1995      Sales    1994      Sales
                                ------------       ------------       ------------       ------------ 
<S>                             <C>          <C>   <C>          <C>   <C>          <C>   <C>          <C> 
Sales                                $4,747  100%       $5,061  100%       $9,366  100%       $9,264   100%
                                                                                                      
Costs and Expenses, net:                                                                              
 Cost of sales                        2,154   45%        2,053   41%        4,390   47%        3,625    39%
 Engineering and development            698   15%          659   13%        1,438   15%        1,332    14%
 Marketing and sales                  1,250   26%        1,114   22%        2,647   28%        2,183    24%
 General and administrative             607   13%          544   11%        1,129   12%        1,029    11%
 Restructuring costs                    ---    0%          ---    0%          409    4%          ---     0%
                                ------------       ------------       ------------       ------------ 
                                                                                                      
  Total costs and and expenses
   net                                4,709   99%        4,370   86%       10,013  107%        8,169    88%
                                ------------       ------------       ------------       ------------ 
                                                                                                      
Operating income (loss)                  38    1%          691   14%         (647)  -7%        1,095    12%
                                                                                                      
Interest income                         215    5%          116    2%          350    4%          223     2%
Dividend income                           3    0%            2    0%            5    0%           11     0%
Interest expense                        (11)   0%           (7)   0%          (24)   0%          (16)    0%
Foreign Exchange Adjustment              (1)   0%            0    0%           (1)   0%            0     0%
Net realized and unrealized                                                                           
 gains(losses) on                                                                                     
 marketable securities                   (2)   0%          (13)   0%           (7)   0%           11     0%
                                ------------       ------------       ------------       ------------ 
                                                                                                      
Income (loss) before income taxes       242    5%          789   16%         (324)  -3%        1,324    14%
                                                                                                   
Income tax expense (benefit )           102    2%          325    6%          (32)   0%          526     6%
                                ------------       ------------       ------------       ------------ 

Net income (loss)                      $140    3%         $464    9%        ($292)  -3%         $798     9%
                                ============       ============       ============       ============    
</TABLE>


                                      12
<PAGE>

                                                                     Schedule II
 
<TABLE>
<CAPTION>
                CSP INC.AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS
      PERIOD TO PERIOD DOLLAR AND PERCENTAGE CHANGE
                 (Dollars In Thousands)
                     (Unaudited)

                                              /-For the Three Month Periods Ended--/      /--For the Six Month Periods Ended---/
                                              February 24, 1995 vs February 25, 1994     February 24, 1995 vs February 25, 1994
                                                  $ Change             % Change              $ Change              % Change
                                                ------------        -------------          ------------          ------------
                                                                                    
<S>                                             <C>                 <C>                    <C>                   <C> 
Sales                                                 ($314)               -6.2%                  $102                  1.1%
                                                                                    
Costs and Expenses, net:                                                            
 Cost of sales                                          101                 4.9%                   765                 21.1%
 Engineering and development                             39                 5.9%                   106                  8.0%
 Marketing and sales                                    136                12.2%                   464                 21.3%
 General and administrative                              63                11.6%                   100                  9.7%
 Restructuring costs                                      0                 ----                   409                  ----
                                                ------------        -------------          ------------          ------------
    Total costs and expenses, net                       339                 7.8%                 1,844                 22.6%
                                                ------------        -------------          ------------          ------------
                                                                                    
Operating income (loss)                                (653)              -94.5%                (1,742)              -159.1%
                                                                                          
Interest income                                          99                85.3%                   127                 57.0%
Dividend income                                           1                50.0%                    (6)               -54.5%
Interest expense                                         (4)               57.1%                    (8)                50.0%
Foreign Exchange Adjustment                              (1)                0.0%                    (1)                 0.0%
Net realized and unrealized gains(losses)on                                                               
 marketable securities                                   11               -84.6%                   (18)              -163.6%
                                                ------------        -------------          ------------          ------------
                                                                                    
Income (loss) before income taxes                      (547)              -69.3%                (1,648)              -124.5%
                                                                                          
Income tax expense (benefit)                           (223)              -68.6%                  (558)              -106.1%
                                                ------------        -------------          ------------          ------------
Net income (loss)                                     ($324)               -69.8%              ($1,090)              -136.6%
                                                ============        =============          ============          ============
</TABLE>


                                      13
<PAGE>
 
                                  SIGNATURES

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


   CSP Inc.
   ------------
   (Registrant)


   Date:                                By:  s/s David S. Botten
                                             --------------------------
                                             David S. Botten
                                             Chief Executive Officer and
                                             President


   Date:                                By:  s/s Gary W. Levine
                                             ------------------
                                             Gary W. Levine
                                             Vice President of Finance and
                                             Chief Financial Officer


                                      14
<PAGE>
 
                                  SIGNATURES


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



   CSP Inc.
   ------------
   (Registrant)


   Date:______________________          By:  ___________________________
                                             David S. Botten
                                             Chief Executive Officer and
                                             President


   Date:______________________          By:  ___________________________
                                             Vice President of Finance and
                                             Chief Financial Officer


                                      15
<PAGE>
 
PART II.   OTHER INFORMATION

Item 4.    Submissions of Matters to a vote of Security Holders

           The Company held its Annual Meeting of Stockholders
           on December 13, 1994.  The following matter was approved
           at the meeting.

           1)  Samuel Ochlis and John D. Ingram were elected as Class II members
               for a term of three years and C. Shelton James was elected as a
               Class III member of the Board of Directors for a one-year term.

Item 6.    Exhibit and Reports on Form 8-K

           a)  Reports on Form 8-K

               NONE

           b)  Exhibits

               11.1 Data used in the calculation of net income per
                    share.

               27   Financial Data Schedule


                                      16

<PAGE>
 
                          CSP, INC. AND SUBSIDIARIES                Exhibit 11.1
                STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                  For the three and six month periods ended 
                    February 24, 1995 and February 25, 1994
                  (in thousands except for per share amounts)

<TABLE> 
<CAPTION> 
                                                                       /-------------------------Unaudited------------------------/
                                                                       /---Three Months Ended---/   /-------Six Months Ended------/
                                                                        February 24, February 25,      February 24,   February 25,
                                                                            1995         1994              1995           1994
                                                                       ------------- ------------      -------------  -------------
<S>                                                                           <C>          <C>               <C>             <C> 
Net Income (Loss) Per Common Share - (Primary)
- ----------------------------------------------
Net Income (Loss)                                                              $140         $464              ($292)          $798
                                                                       ============= ============      =============  =============
Average common shares outstanding                                             2,805        2,816              2,812          2,815
                                                                       ============= ============      =============  =============
Reported net income per common share                                          $0.05        $0.16             ($0.10)         $0.28
                                                                       ============= ============      =============  =============

Net Income (Loss) Per Common Share - (Full Dilution)
- ----------------------------------------------------
Net Income (Loss)                                                              $140         $464              ($292)          $798
                                                                       ============= ============      =============  =============
Average common shares outstanding                                             2,805        2,816              2,812          2,815

Add: Net additional common shares upon 
      exercise of stock options                                                  36           74                 48             79
                                                                       ============= ============      =============  =============
Adjusted average common shares outstanding                                    2,841        2,890              2,860          2,894
                                                                       ============= ============      =============  =============
Net income per common share - (Full Dilution)                                 $0.05        $0.16             ($0.10)         $0.28
                                                                       ============= ============      =============  =============
</TABLE> 

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND> 
This schedule contains summary financial information extracted from Form 10-Q
February 24, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                 <C>              <C> 
<PERIOD-TYPE>                             3-MOS            6-MOS
<FISCAL-YEAR-END>                   SEP-01-1995      SEP-01-1995
<PERIOD-START>                      NOV-26-1994      AUG-27-1994
<PERIOD-END>                        FEB-24-1995      FEB-24-1995
<CASH>                                   11,141                0
<SECURITIES>                              6,364                0
<RECEIVABLES>                             3,508                0
<ALLOWANCES>                                103                0
<INVENTORY>                               2,476                0
<CURRENT-ASSETS>                         24,436                0
<PP&E>                                   11,016                0
<DEPRECIATION>                            7,510                0
<TOTAL-ASSETS>                           29,523                0
<CURRENT-LIABILITIES>                     1,657                0
<BONDS>                                       0                0
<COMMON>                                     29                0
                         0                0
                                   0                0
<OTHER-SE>                               25,971                0
<TOTAL-LIABILITY-AND-EQUITY>             29,523                0
<SALES>                                   4,747            9,366
<TOTAL-REVENUES>                          4,747            9,366
<CGS>                                     2,154            4,390
<TOTAL-COSTS>                             2,555            5,623
<OTHER-EXPENSES>                            215              347
<LOSS-PROVISION>                              0                0
<INTEREST-EXPENSE>                           11               24
<INCOME-PRETAX>                             242             (324)
<INCOME-TAX>                                102              (32)
<INCOME-CONTINUING>                           0                0
<DISCONTINUED>                                0                0
<EXTRAORDINARY>                               0                0
<CHANGES>                                     0                0
<NET-INCOME>                                140             (292)
<EPS-PRIMARY>                              0.05            (0.10)
<EPS-DILUTED>                              0.05            (0.10)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission