Edgar Filing: CSP INC /MA/

cspi_10q-033113.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	March 31, 2013
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 of incorporation)	(I.R.S. Employer Identification No.)

43 Manning Road

Billerica, Massachusetts 01821-3901

(978) 663-7598

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (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

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 May 9, 2013, the registrant had 3,452,842 shares of common stock issued and outstanding.

INDEX

		Page


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets (unaudited) as of March 31, 2013 and September 30, 2012	3

	Consolidated Statements of Operations (unaudited) for the three and six months ended March 31, 2013 and 2012	4

	Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended March 31, 2013 and 2012	5

	Consolidated Statement of Shareholders’ Equity (unaudited) for the six months ended March 31, 2013	6

	Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2013 and 2012	7

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 6.	Exhibits	28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CSP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)

	March 31, 2013			September 30, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	15,291		$	20,493
Accounts receivable, net of allowances of $247 and $243		20,312			12,145
Officer life insurance settlement receivable		—			2,172
Inventories		4,516			6,276
Refundable income taxes		114			121
Deferred income taxes		1,258			1,284
Other current assets		3,201			2,215
Total current assets		44,692			44,706
Property, equipment and improvements, net		1,247			991

Other assets:
Intangibles, net		451			492
Deferred income taxes		2,371			2,373
Cash surrender value of life insurance		2,422			2,181
Other assets		222			323
Total other assets		5,466			5,369
Total assets	$	51,405		$	51,066

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	13,241		$	13,574
Deferred revenue		4,263			3,693
Pension and retirement plans		696			717
Income taxes payable		392			184
Total current liabilities		18,592			18,168
Pension and retirement plans		9,108			9,431
Other long term liabilities		447			426
Total liabilities		28,147			28,025

Commitments and contingencies

Shareholders’ equity:
Common stock, $.01 par value per share; authorized, 7,500 shares; issued and outstanding 3,453 and 3,399 shares, respectively		34			34
Additional paid-in capital		10,942			10,875
Retained earnings		18,910			18,744
Accumulated other comprehensive loss		(6,628	)		(6,612	)
Total shareholders’ equity		23,258			23,041
Total liabilities and shareholders’ equity	$	51,405		$	51,066

See accompanying notes to unaudited consolidated financial statements.

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for per share data)

	For the three months ended						For the six months ended
	March 31, 2013			March 31, 2012			March 31, 2013		March 31, 2012
Sales:
Product	$	19,537		$	12,125		$	34,842	$	27,279
Services		6,286			6,904			11,851		12,843
Total sales		25,823			19,029			46,693		40,122

Cost of sales:
Product		15,676			10,610			28,900		23,375
Services		4,380			3,704			7,849		7,209
Total cost of sales		20,056			14,314			36,749		30,584

Gross profit		5,767			4,715			9,944		9,538

Operating expenses:
Engineering and development		380			474			824		857
Selling, general and administrative		4,165			3,572			7,725		7,248
Total operating expenses		4,545			4,046			8,549		8,105
Operating income		1,222			669			1,395		1,433

Other income (expense):
Foreign exchange gain (loss)		(8	)		(10	)		5		(26	)
Other income (expense), net		(17	)		(26	)		29		(44	)
Total other income (expense), net		(25	)		(36	)		34		(70	)
Income before income taxes		1,197			633			1,429		1,363
Income tax expense		457			191			574		460
Net income	$	740		$	442		$	855	$	903
Net income attributable to common stockholders	$	724		$	434		$	838	$	888
Net income per share – basic	$	0.21		$	0.13		$	0.25	$	0.26
Weighted average shares outstanding – basic		3,375			3,363			3,369		3,360
Net income per share – diluted	$	0.21		$	0.13		$	0.25	$	0.26
Weighted average shares outstanding – diluted		3,424			3,401			3,416		3,398

See accompanying notes to unaudited consolidated financial statements.

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

	For the three months ended					For the six months ended
	March 31, 2013			March 31, 2012		March 31, 2013			March 31, 2012

Net income	$	740		$	442	$	855		$	903
Other comprehensive income (loss):
Foreign currency translation gain (loss) adjustments		(72	)		45		(16	)		(69	)
Other comprehensive income (loss)		(72	)		45		(16	)		(69	)
Total comprehensive income	$	668		$	487	$	839		$	834

See accompanying notes to unaudited consolidated financial statements.

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Six Months Ended March 31, 2013:

(Amounts in thousands)

	Shares		Amount		Additional Paid-in Capital		Retained Earnings			Accumulated other comprehensive loss			Total Shareholders’ Equity
Balance as of September 30, 2012		3,399	$	34	$	10,875	$	18,744		$	(6,612	)	$	23,041
Net income		—		—		—		855			—			855
Other comprehensive income:		—		—		—		—			(16	)		(16	)
Stock-based compensation		—		—		3		—			—			3
Restricted stock issuance		54		—		64		—			—			64
Cash dividends on common stock ($0.20 per share)		—		—		—		(689	)		—			(689	)
Balance as of March 31, 2013		3,453	$	34	$	10,942	$	18,910		$	(6,628	)	$	23,258

See accompanying notes to unaudited consolidated financial statements.

CSP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	For the six months ended
	March 31, 2013			March 31, 2012
Cash flows from operating activities:
Net income	$	855		$	903
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		213			181
Amortization of intangibles		41			41
Gain on sale of fixed assets, net		(15	)		—
Foreign exchange (gain) loss		(5	)		26
Non-cash changes in accounts receivable		5			32
Stock-based compensation expense on stock options and restricted stock awards		67			69
Deferred income taxes		27			82
Increase in cash surrender value of life insurance		(45	)		(43	)
Changes in operating assets and liabilities:
Increase in accounts receivable		(8,339	)		(1,103	)
Decrease in officer life insurance receivable		2,172			—
Decrease in inventories		1,731			827
Decrease in refundable income taxes		7			110
Increase in other current assets		(838	)		(1,169	)
(Increase) decrease in other assets		(74	)		17
Decrease in accounts payable and accrued expenses		(285	)		(1,368	)
Increase in deferred revenue		601			1,219
Decrease in pension and retirement plans liability		(130	)		(53	)
Increase in income taxes payable		209			38
Increase in other long term liabilities		20			14
Net cash used in operating activities		(3,783	)		(177	)

Cash flows from investing activities:
Life insurance premiums paid		(196	)		(137	)
Proceeds from the sale of fixed assets		17			—
Purchases of property, equipment and improvements		(476	)		(295	)
Net cash used in investing activities		(655	)		(432	)

Cash flows from financing activities:
Dividends paid		(689	)		(342	)
Purchase of common stock		—			(81	)
Net cash used in financing activities		(689	)		(423	)
Effects of exchange rate on cash		(75	)		(9	)
Net decrease in cash and cash equivalents		(5,202	)		(1,041	)
Cash and cash equivalents, beginning of period		20,493			15,874
Cash and cash equivalents, end of period	$	15,291		$	14,833

Supplementary cash flow information:
Cash paid for income taxes	$	336		$	326
Cash paid for interest	$	85		$	85

See accompanying notes to unaudited consolidated financial statements.

CSP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED MARCH 31, 2013 AND 2012

Organization and Business

CSP Inc. was founded in 1968 and is based in Billerica, Massachusetts. To meet the diverse requirements of its industrial, commercial and defense customers worldwide, CSP Inc. and its subsidiaries (collectively “CSPI” or the “Company”) develop and market IT integration solutions and high-performance cluster computer systems. The Company operates in two segments, its Systems segment and its Service and System Integration segment.

1. Basis of Presentation

The accompanying 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 financial statements, which are prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the unaudited 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, 2012.

2. Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates under different assumptions or conditions.

3. Earnings Per Share of Common Stock

Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and is computed by dividing net income by the assumed weighted average number of common shares outstanding.

We are required to present earnings per share, or EPS, utilizing the two class method because we had outstanding, non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, which are considered participating securities.

Basic and diluted earnings per share computations for the Company’s reported net income attributable to common stockholders are as follows:

	For the three months ended				For the six months ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
	(Amounts in thousands except per share data)
Net income	$	740	$	442	$	855	$	903
Less: Net income attributable to nonvested common stock		16		8		17		15
Net income attributable to common stockholders	$	724	$	434	$	838	$	888

Weighted average total shares outstanding – basic		3,448		3,425		3,437		3,417
Less: weighted average non-vested shares outstanding		73		62		68		57
Weighted average number of common shares outstanding – basic		3,375		3,363		3,369		3,360
Potential common shares from non-vested stock awards and the assumed exercise of stock options		49		38		47		38
Weighted average common shares outstanding – diluted		3,424		3,401		3,416		3,398

Net income per share – basic	$	0.21	$	0.13	$	0.25	$	0.26
Net income per share – diluted	$	0.21	$	0.13	$	0.25	$	0.26

All anti-dilutive securities, including certain stock options, are excluded from the diluted income per share computation. For the three months ended March 31, 2013 and 2012, 183,000 and 195,000 options, respectively, were excluded from the diluted income per share calculation because their inclusion would have been anti-dilutive. For the six months ended March 31, 2013 and 2012, 190,000 and 200,000 options, respectively, were excluded from the diluted income per share calculation because their inclusion would have been anti-dilutive.

4. Inventories

Inventories consist of the following:

	March 31, 2013		September 30, 2012
	(Amounts in thousands)
Raw materials	$	1,185	$	941
Work-in-process		636		1,407
Finished goods		2,695		3,928
Total	$	4,516	$	6,276

Finished goods includes inventory that has been shipped, but for which all revenue recognition criteria has not been met, of approximately $0.6 million and $1.4 million as of March 31, 2013 and September 30, 2012, respectively.

Total inventory balances in the table above are shown net of reserves for obsolescence of approximately $4.5 million and $4.4 million as of March 31, 2013 and September 30, 2012, respectively.

5. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss are as follows:

	March 31, 2013			September 30, 2012
	(Amounts in thousands)
Cumulative effect of foreign currency translation	$	(2,289	)	$	(2,273	)
Additional minimum pension liability		(4,339	)		(4,339	)
Accumulated other comprehensive loss	$	(6,628	)	$	(6,612	)

6. Pension and Retirement Plans

The Company has defined benefit and defined contribution plans in the United Kingdom, Germany and the U.S. In the United Kingdom and Germany, the Company provides defined benefit pension plans and defined contribution plans for the majority of its employees. In the U.S., the Company provides benefits through supplemental retirement plans to certain current and former employees. The domestic 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. Domestically, the Company also provides for officer death benefits through post-retirement plans to certain officers. All of the Company’s defined benefit plans are closed to newly hired employees and have been for the two years ended September 30, 2012 and for the six months ended March 31, 2013.

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.

Our 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.

The components of net periodic benefit costs related to the U.S. and international plans are as follows:

	For the Three Months Ended March 31,
	2013									2012
	Foreign			U.S.			Total			Foreign			U.S.		Total
	(Amounts in thousands)
Pension:
Service cost	$	15		$	—		$	15		$	15		$	3	$	18
Interest cost		173			16			189			178			20		198
Expected return on plan assets		(104	)		—			(104	)		(104	)		—		(104	)
Amortization of:
Prior service gain		—			—			—			—			—		—
Amortization of net gain		36			6			42			22			8		30
Net periodic benefit cost	$	120		$	22		$	142		$	111		$	31	$	142

Post Retirement:
Service cost	$	—		$	—		$	—		$	—		$	—	$	—
Interest cost		—			9			9			—			18		18
Amortization of net gain		—			(46	)		(46	)		—			17		17
Net periodic benefit cost	$	—		$	(37	)	$	(37	)	$	—		$	35	$	35

	For the Six Months Ended March 31,
	2013									2012
	Foreign			U.S.			Total			Foreign			U.S.		Total
	(Amounts in thousands)
Pension:
Service cost	$	30		$	—		$	30		$	32		$	5	$	37
Interest cost		346			32			378			357			42		399
Expected return on plan assets		(208	)		—			(208	)		(209	)		—		(209	)
Amortization of:
Prior service gain		—			—			—			—			—		—
Amortization of net gain		72			12			84			44			15		59
Net periodic benefit cost	$	240		$	44		$	284		$	224		$	62	$	286

Post Retirement:
Service cost	$	—		$	—		$	—		$	—		$	—	$	—
Interest cost		—			18			18			—			36		36
Amortization of net gain		—			(92	)		(92	)		—			35		35
Net periodic benefit cost	$	—		$	(74	)	$	(74	)	$	—		$	71	$	71

7. Segment Information

The following table presents certain operating segment information.

			Service and System Integration Segment
For the Three Months Ended March 31,	Systems Segment		Germany		United Kingdom			U.S.			Total		Consolidated Total
	(Amounts in thousands)
2013
Sales:
Product	$	2,494	$	3,794	$	110		$	13,139		$	17,043	$	19,537
Service		143		4,571		429			1,143			6,143		6,286
Total sales		2,637		8,365		539			14,282			23,186		25,823
Profit (loss) from operations		149		368		(15	)		720			1,073		1,222
Assets		15,945		15,869		3,359			16,232			35,460		51,405
Capital expenditures		98		72		3			168			243		341
Depreciation and amortization		39		46		2			44			92		131

2012
Sales:
Product	$	223	$	3,968	$	718		$	7,216		$	11,902	$	12,125
Service		2,141		3,703		292			768			4,763		6,904
Total sales		2,364		7,671		1,010			7,984			16,665		19,029
Profit from operations		443		164		91			(29	)		226		669
Assets		12,628		16,523		2,571			11,808			30,902		43,530
Capital expenditures		88		90		6			26			122		210
Depreciation and amortization		25		42		7			38			87		112

				Service and System Integration Segment
For the Six Months Ended March 31,	Systems Segment			Germany		United Kingdom			U.S.		Total		Consolidated Total
	(Amounts in thousands)
2013
Sales:
Product	$	2,590		$	5,858	$	264		$	26,130	$	32,252	$	34,842
Service		1,100			7,775		731			2,245		10,751		11,851
Total sales		3,690			13,633		995			28,375		43,003		46,693
Profit (loss) from operations		(224	)		221		(15	)		1,413		1,619		1,395
Assets		15,945			15,869		3,359			16,232		35,460		51,405
Capital expenditures		139			127		6			204		337		476
Depreciation and amortization		76			88		7			83		178		254

2012
Sales:
Product	$	1,462		$	7,819	$	1,071		$	16,927	$	25,817	$	27,279
Service		3,248			7,290		608			1,697		9,595		12,843
Total sales		4,710			15,109		1,679			18,624		35,412		40,122
Profit from operations		471			439		117			406		962		1,433
Assets		12,628			16,523		2,571			11,808		30,902		43,530
Capital expenditures		117			116		25			37		178		295
Depreciation and amortization		48			81		14			79		174		222

Profit (loss) from operations consists of sales less cost of sales, engineering and development, selling, general and administrative expenses but is not affected by either non-operating charges/income or by income taxes. Non-operating charges/income consists principally of investment income and interest expense. All intercompany transactions have been eliminated.

The following table lists customers from which the Company derived revenues in excess of 10% of total revenues for the three and six-month periods ended March 31, 2013, and 2012.

	For the three months ended,										For the six months ended
	March 31, 2013					March 31, 2012					March 31, 2013					March 31, 2012
	Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues
	(dollars in millions)
Customer A	$	4.8		18	%	$	5.8		30	%	$	7.4		16	%	$	10.3		26	%
Customer B	$	5.9		23	%	$	1.5		8	%	$	11.0		23	%	$	6.7		17	%
Customer C	$	0.2		1	%	$	2.2		12	%	$	1.0		2	%	$	3.4		9	%
Customer D	$	3.0		12	%	$	0.2		1	%	$	4.2		9	%	$	0.8		2	%

8. Fair Value Measures

Assets and Liabilities measured at fair value on a recurring basis are as follows:

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Balance		Gain or (loss)
	As of March 31, 2013
	(Amounts in thousands)
Assets:
Money Market funds	$	3,500	$	—	$	—	$	3,500	$	—
Total assets measured at fair value	$	3,500	$	—	$	—	$	3,500	$	—

	As of September 30, 2012
	(Amounts in thousands)
Assets:
Money Market funds	$	3,498	$	—	$	—	$	3,498	$	—
Total assets measured at fair value	$	3,498	$	—	$	—	$	3,498	$	—

These assets are included in cash and cash equivalents in the accompanying consolidated balance sheets. All other monetary assets and liabilities are short-term in nature and approximate their fair value. The Company did not have any transfers between Level 1, Level 2 or Level 3 measurements.

The Company had no liabilities measured at fair value as of March 31, 2013 or September 30, 2012. The Company had no assets or liabilities measured at fair value on a non recurring basis as of March 31, 2013 or September 30, 2012.

9. Dividend

On December 10, 2012, the Company's board of directors declared a cash dividend of $0.20 per share which was paid on December 28, 2012 to stockholders of record as of December 20, 2012, the record date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The discussion below contains certain forward-looking statements related to, among others, but not limited to, statements concerning future revenues and future business plans. In addition, forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” or similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, 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.

Markets for our products and services are characterized by rapidly changing technology, new product introductions and short product life cycles. These changes can adversely affect our business and operating results. Our success will depend on our ability to enhance our existing products and services and to develop and introduce, on a timely and cost effective basis, new products that keep pace with technological developments and address increasing customer requirements. The inability to meet these demands could adversely affect our business and operating results.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, income taxes, deferred compensation and retirement plans, estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Overview of the six months ended March 31, 2013 Results of Operations

Overview:

Revenue increased by approximately $6.6 million, or 16%, to $46.7 million for the six months ended March 31, 2013 versus $40.1 million for the six months ended March 31, 2012. This increase in sales volume resulted in our operating income and net income being consistent with the prior-year six-month period, despite a decrease in overall gross profit margin, which decreased from 24% for the six months ended March 31, 2012 to 21% for the six months ended March 31, 2013. Operating profit was approximately $1.4 million for both six-month periods ended March 31 in fiscal 2013 and 2012. Net income was $0.9 million for both six-month periods. The decrease in gross profit margin was due to the company having realized approximately $3.0 million in royalty revenue in the prior year six-month period compared to $0.8 million in the current year six-month period.

The following table details our results of operations in dollars and as a percentage of sales for the six months ended March 31, 2013 and 2012:

	March 31, 2013		% of sales			March 31, 2012			% of sales
	(Dollar amounts in thousands)
Sales	$	46,693		100	%	$	40,122			100	%
Costs and expenses:
Cost of sales		36,749		79	%		30,584			76	%
Engineering and development		824		2	%		857			2	%
Selling, general and administrative		7,725		16	%		7,248			19	%
Total costs and expenses		45,298		97	%		38,689			97	%
Operating income		1,395		3	%		1,433			3	%
Other income (expense)		34		—	%		(70	)		—	%
Income before income taxes		1,429		3	%		1,363			3	%
Income tax expense		574		1	%		460			1	%
Net income	$	855		2	%	$	903			2	%

Sales

The following table details our sales by operating segment for the six months ended March 31, 2013 and 2012:

	Systems			Service and System Integration			Total			% of Total
	(Dollar amounts in thousands)
For the Six Months Ended March 31, 2013:
Product	$	2,590		$	32,252		$	34,842			75	%
Services		1,100			10,751			11,851			25	%
Total	$	3,690		$	43,003		$	46,693			100	%
% of Total		8	%		92	%		100	%

	Systems			Service and System Integration			Total			% of Total
For the Six Months Ended March 31, 2012:
Product	$	1,462		$	25,817		$	27,279			68	%
Services		3,248			9,595			12,843			32	%
Total	$	4,710		$	35,412		$	40,122			100	%
% of Total		12	%		88	%		100	%

	Systems			Service and System Integration			Total			% increase (decrease)
Increase (Decrease)
Product	$	1,128		$	6,435		$	7,563			28	%
Services		(2,148	)		1,156			(992	)		(8	)%
Total	$	(1,020	)	$	7,591		$	6,571			16	%
% increase (decrease)		(22	)%		21	%		16	%

As shown above, total revenues increased by approximately $6.6 million, or 16%, for the six months ended March 31, 2013 compared to the six months ended March 31, 2012. Revenue in the Systems segment decreased for the current year six- month period versus the prior year six-month period by approximately $1.0 million, while revenues in the Service and System Integration segment increased by approximately $7.6 million.

Product revenues increased by approximately $7.6 million, or 28%, for the six months ended March 31, 2013 compared to the comparable period of the prior fiscal year. Product revenues in the Service and System Integration segment increased by approximately $6.4 million while in the Systems segment product revenue increased by approximately $1.1 million for the six-month period ended March 31, 2013 versus the six month period ended March 31, 2012.

In the US division of the Service and System Integration segment, product sales increased by approximately $9.2 million, offset by decreases in the German division of approximately $2.0 million and in the UK division of approximately $0.8 million.

In the US division, the increase was due in part to sales to new customers (customers to which no sales were made in the prior year), which totaled approximately $3.7 million for the six months ended March 31, 2013. In addition, sales increased to three large existing customers in the IT hosting vertical by an aggregate of approximately $5.7 million.

In Germany, the $2.0 million decrease in product revenue included an unfavorable foreign currency impact of approximately $0.2 million, therefore on a volume basis in constant dollars the decrease was approximately $1.8 million. This sales volume decrease was driven by decreased sales to the division’s largest customer, a large UK-based wireless carrier. The decrease in product sales in the UK division was the result of weaker demand from our UK customer base in the current-year six month period versus the prior year six month period.

The increase in product revenues in the Systems segment of approximately $1.1 million was due largely to an increase in sales to our Japanese defense department customer of approximately $1.3 million, and a decrease of $0.4 million in sales of parts, components and spares to existing US defense department customers.

As shown in the table above, service revenues decreased by approximately $1.0 million, or 8%. This decrease was made up of an decrease in the Systems segment of $2.1 million and an increase in the Service and System Integration segment of approximately $1.2 million. The decrease in the Systems segment service revenue was due to lower royalty income recorded in the six months ended March 31, 2013 which was approximately $0.8 million versus $3.0 million for the six months ended March 31, 2012. The increase in service revenues in the Service and System Integration segment was due to an increase in the German division, where service revenue increased by approximately $0.5 million, and an increase in service revenues of approximately $0.5 million in the US division. In Germany, the increase in sales volume was driven by increased service revenues to the German division's largest customer, a UK-based wireless carrier. The increase in service revenue in the US division of the segment was primarily from higher third party maintenance revenue for the six months ended March 31, 2013 versus the six months ended March 31, 2012.

Our sales by geographic area, based on the location to which the products were shipped or services rendered, are as follows:

	For the six months ended,
	March 31, 2013		%			March 31, 2012		%			$ Increase (Decrease)			% Increase (Decrease)
	(Dollar amounts in thousands)
Americas	$	29,689		64	%	$	21,918		55	%	$	7,771			35	%
Europe		14,673		31	%		17,321		43	%		(2,648	)		(15	)%
Asia		2,331		5	%		883		2	%		1,448			164	%
Totals	$	46,693		100	%	$	40,122		100	%	$	6,571			16	%

The increase in Americas revenue for the six months ended March 31, 2013 versus the six months ended March 31, 2012 was primarily the result of the fluctuations described above in the Systems segment where combined product and service sales to US customers decreased by an aggregate $2.6 million while in the US division of the Service and System Integration segment, sales to customers in the Americas were greater by approximately $10.2 million.

The decrease in sales in Europe was primarily the result of the lower sales described above from the German and UK divisions of the Service and System Integration segment, which made up $2.1 million of the decrease, while Europe sales from the US division of the Service and System Integration segment decreased by approximately $0.5 million. The increase in Asia sales was the result of the increase in sales to our existing customer that supplies a large Japanese defense program (see discussion above).

Cost of Sales and Gross Margins

The following table details our cost of sales and gross profit margins by operating segment for the six months ended March 31, 2013 and 2012:

	Systems			Service and System Integration			Total			% of Total
	(Dollar amounts in thousands)
For the Six Months Ended March 31, 2013:
Product	$	979		$	27,921		$	28,900			79	%
Services		127			7,722			7,849			21	%
Total	$	1,106		$	35,643		$	36,749			100	%
% of Total		3	%		97	%		100	%
% of Sales		30	%		83	%		79	%
Gross Margins:
Product		62	%		13	%		17	%
Services		88	%		28	%		34	%
Total		70	%		17	%		21	%

For the Six Months Ended March 31, 2012:
Product	$	1,077		$	22,298		$	23,375			76	%
Services		127			7,082			7,209			24	%
Total	$	1,204		$	29,380		$	30,584			100	%
% of Total		4	%		96	%		100	%
% of Sales		26	%		83	%		76	%
Gross Margins:
Product		26	%		14	%		14	%
Services		96	%		26	%		44	%
Total		74	%		17	%		24	%

Increase (decrease)
Product	$	(98	)	$	5,623		$	5,525			24	%
Services		—			640			640			9	%
Total	$	(98	)	$	6,263		$	6,165			20	%
% Increase (decrease)		(8	)%		21	%		20	%
% of Sales		4	%		—	%		3	%
Gross Margins:
Product		36	%		(1	)%		3	%
Services		(8	)%		2	%		(10	)%
Total		(4	)%		—	%		(3	)%

Total cost of sales increased by approximately $6.2 million when comparing the six months ended March 31, 2013 versus the six months ended March 31, 2012. This increase in cost of sales was due to the overall increase in sales as discussed previously, however whereas sales increased by 16% , cost of sales increased by 20%. The resulting lower gross profit margin ("GPM") of 21% for the six months ended March 31, 2013 versus 24% for 2012 was primarily attributable to a greater proportion of Systems segment revenue (12%) for the six months ended March 31, 2012 versus the six months ended March 31, 2013 (8%).

In the Service and System Integration segment, the overall GPM was 17% for the six months ended March 31, 2013 and also 17% for the prior year six-month period. Product GPM in the segment decreased from 14% for the six months ended March 31, 2012, to 13% for the six months ended March 31, 2013, while the segment’s service GPM increased from 26% to 28% . The product GPM decrease was due to a less favorable product mix in the current year six-month period versus the prior year. Prior year product sales included more networking and data security products as opposed to sales of servers and other lower margin products in the current year six-month period particularly in the German division. The increase in service GPM in the Service and System Integration segment from 26% for the six-month period ended March 31, 2012 to 28% for the six months ended March 31, 2013 was due primarily to higher utilization of in-house service engineers in providing billable services in Germany, and higher third-party maintenance revenue for the current year six-month period versus that of the prior year.

In the Systems segment, the overall GPM decreased from 74% to 70% as shown in the table above. This was because in the current year six month period, royalty revenue, which carries a 100% GPM, made up a much lower percentage (22%) of total Systems segment revenue versus the prior year six-month period, wherein royalty revenue was 64% of total Systems segment revenue.

Engineering and Development Expenses

The following table details our engineering and development expenses by operating segment for the six months ended March 31, 2013 and 2012:

	For the six months ended,
	March 31, 2013		% of Total			March 31, 2012		% of Total			$ Decrease			% Decrease
	(Dollar amounts in thousands)
By Operating Segment:
Systems	$	824		100	%	$	857		100	%	$	(33	)		(4	)%
Service and System Integration		—		—			—		—			—			—
Total	$	824		100	%	$	857		100	%	$	(33	)		(4	)%

As shown in the table above, engineering and development expenses did not vary significantly for the for the six months ended March 31, 2013 versus the six-month period ended March 31, 2012, as approximately the same amount of resources were expended in both six-month periods.

Selling, General and Administrative

The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the six months ended March 31, 2013 and 2012:

	For the six months ended,
	March 31, 2013		% of Total			March 31, 2012		% of Total			$ Increase (Decrease)			% Increase (Decrease)
	(Dollar amounts in thousands)
By Operating Segment:
Systems	$	1,984		26	%	$	2,178		30	%	$	(194	)		(9	)%
Service and System Integration		5,741		74	%		5,070		70	%		671			13	%
Total	$	7,725		100	%	$	7,248		100	%	$	477			7	%

SG&A expenses increased in the Service and System Integration segment by approximately $0.7 million as shown above, due primarily to higher commissions and bonus expense, primarily due to the higher GP, and operating profit, plus higher sales salary expenses for additional headcount and promotions within the US division. In the Systems segment, SG&A expenses decreased by approximately $0.2 million from lower retirement plan expenses of $0.2 million and lower bonus of $0.3 million offset by expenses incurred for legal and consulting expenses in connection with a proxy contest initiated by a shareholder, of $0.3 million.

Other Income/Expenses

The following table details our other income (expense) for the six months ended March 31, 2013 and 2012:

	For the six months ended,
	March 31, 2013			March 31, 2012			Increase
	(Amounts in thousands)
Interest expense	$	(43	)	$	(43	)	$	—
Interest income		18			16			2
Foreign exchange gain		5			(26	)		31
Gain on sale of fixed assets		17			—			17
Other income (expense), net		37			(17	)		54
Total other income (expense), net	$