CSP INC /MA/ (CSPI)

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”, “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, 2025. 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, intense competition in the market segments in which we operate, changes in the U.S. Tax laws, the impact of the Ukrainian-Russian military and Israeli-Hamas conflict on global trade and financial markets, the impact of tariffs or trade policies, and the impact of pandemics on our business, results of operations and financial condition. 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, 2025.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our condensed 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 ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses for accounts receivable and financing 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, 2025 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management believes there have been no significant changes for the nine months ended June 30, 2026 to the items that we disclosed as our critical accounting estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

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Results of Operations

Overview of the three months ended June 30, 2026

Our sales decreased by $1.0 million, or 6%, to $14.4 million for the three months ended June 30, 2026 compared to $15.4 million for the three months ended June 30, 2025. Our gross margin percentage increased to 30% for the three months ended June 30, 2026 compared to 29% for the same prior year period. For the three months ended June 30, 2026 we had an operating loss of $1.5 million compared to an operating loss of $1.2 million for the three months ended June 30, 2025. Other income, net increased $0.1 million to $0.3 million for the three months ended June 30, 2026 compared to $0.2 million for the same prior year period. An income tax benefit of $0.4 million was recorded for the three months ended June 30, 2026 compared to an income tax benefit of $0.8 million in the same period in the prior year.

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The following table details our results of operations in dollars and as a percentage of sales for the three months ended June 30, 2026 and 2025:

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Sales

TS segment sales change was as follows for the three months ended June 30, 2026 and 2025:

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The decrease in TS segment product sales of $0.3 million is primarily due to decreased sales to one existing customer of $1.9 million offset with increased sales to several existing major customers in the US division of $1.6 million. Service sales for the three months ended June 30, 2026 decreased $0.7 million from the same prior year period, which was attributable to the US division. The decrease consisted of a decrease in third-party maintenance sales of $0.4 million and a $0.5 million decrease from internal and third-party services offset by an increase in managed services of $0.2 million

HPP segment sales change was as follows for the three months ended June 30, 2026 and 2025:

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The HPP product sales increased $0.1 million for the three months ended June 30, 2026 compared to the same prior year period primarily due to increased ARIA AZT revenue. The HPP service sales decreased $0.1 million due to one nonrecurring customer support sale.

Our sales by geographic area, which are based on the customer location to which the products were shipped or services rendered, were as follows for the three months ended June 30, 2026 and 2025:

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The $0.9 million decrease in sales to the Americas was primarily the result of a decrease in the TS-US division of $1.1 million, partially offset by an increase of $0.1 million in the HPP segment. The $0.1 million decrease in sales to Europe was primarily the result of decreased sales by our TS-UK division. The sales to APAC and Africa decreased $4 thousand for the three months ended June 30, 2026 compared to the same prior year period due to the HPP segment.

Gross Margins

Our gross margin (“GM”) decreased $0.1 million for the three months ended June 30, 2026 as compared to the same prior year period. The GM as a percentage of sales increased to 30% for the three months ended June 30, 2026 compared to the same prior year period of 29%.

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The impact of product mix within our TS segment on gross margin for the three months ended June 30, 2026 and 2025 was as follows:

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Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations and other portions of this filing contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated by the forward-looking statements. You should review the “Special Note Regarding Forward Looking Statements” and “Risk Factors” sections of this annual report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements

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contained in the following discussion and analysis. The following discussion should be read in conjunction with our financial statements and the related notes included elsewhere in this filing.

Recent trends affecting our financial performance

As of September 30, 2025, the Russian/Ukrainian military conflict and the Israeli-Hamas conflict have not had a direct or significant impact on revenue as we do not have any significant recurring customers in either region. However, we do have customers and suppliers in surrounding regions which may be affected and further escalation of both conflicts and geopolitical tensions related to such conflicts could adversely affect our business, financial condition and results of operations, by among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets. It is not possible at this time to predict the size of the impact or consequences of the conflicts on the Company and our customers or suppliers.

Overview of Fiscal Year 2025

Results of Operations

Revenue increased by approximately $3.5 million, or 6%, to $58.7 million for the fiscal year ended September 30, 2025 compared to $55.2 million for the fiscal year ended September 30, 2024. Gross profit margin percentage decreased to 32% for the fiscal year ended September 30, 2025 compared to 34% for the fiscal year ended September 30, 2024. We generated an operating loss of $(3.1) million for the fiscal year ended September 30, 2025 as compared to an operating loss of $(1.9) million for the fiscal year ended September 30, 2024. Other income, net was consistent at approximately $1.5 million for the fiscal years ended September 30, 2025 and 2024. The Company recorded an income tax benefit of $(1.6) million, which reflected an effective tax rate of 94.5%, for the fiscal year ended September 30, 2025 compared to an income tax benefit of $(0.1) million, which reflected an effective tax rate of 22.2% for the fiscal year ended September 30, 2024.

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

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Revenues

Revenue increased by approximately $3.5 million, or approximately 6%, to $58.7 million for the fiscal year ended September 30, 2025 compared to $55.2 million for the fiscal year ended September 30, 2024.

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TS segment revenue changes by products and services for the fiscal years ended September 30, 2025 and 2024 were as follows:

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Our TS segment revenue increased by approximately $5.7 million consisting of an increase of $5.5 million in our U.S. division combined with an increase of $0.2 million in our U.K. division.

The increase in TS segment products revenue of $3.0 million during the period was the result of a $2.8 million increase in the U.S. division combined with an increase of $0.2 million in the U.K. division. The increase in our U.S. division product revenue year over year was primarily associated with several existing major customers as well as one new customer. The increase in the U.K. division year over year was primarily associated with two major existing customers.

The increase in TS segment services revenue of $2.7 million as compared to the prior year was in the U.S. division due to an increase of $1.3 million in third-party maintenance revenue, an increase of $1.1 million in internal and third party services, and an increase of $0.3 million in managed services.

HPP segment revenue changes by products and services for the fiscal years ended September 30, 2025 and 2024 were as follows:

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Our HPP segment revenue decreased by approximately $2.2 million or 54%.

The decrease in HPP products revenue of $2.1 million in the fiscal year ended September 30, 2025 was primarily the result of decreased ARIA AZT revenue of $1.7 million combined with decreased Myricom revenue of $0.4 million. The ARIA revenue decrease was due to one large nonrecurring ARIA AZT software license sale of $2.0 million in the prior year, partially offset by increased total ARIA AZT software license sales of $0.3 million. The decreased Myricom revenue was primarily due to one large nonrecurring transaction in the prior year.

The decrease in HPP services revenue of approximately $0.1 million for the fiscal year ended September 30, 2025 compared to the same period for the prior year was primarily the result of a $0.3 million decrease in repairs revenue and a $0.2 million decrease in royalty revenues on high-speed processing boards related to the E2D program, partially offset by an increase in Multicomputer revenue of $0.2 million and increased ARIA revenue of $0.2 million. ARIA AZT service revenue is from post contract support of the ARIA AZT software license and ARIA ADR revenue is all recorded to service revenue. The non-recurring AZT software license transaction discussed above was originally sold with annual post contract support, which was renewed in fiscal year 2025 for another year of service.

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Our total revenues by geographic area based on the location to which the products were shipped or services rendered were as follows:

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The $3.8 million increase in the Americas revenue for the fiscal year ended September 30, 2025 as compared to the fiscal year ended September 30, 2024 was primarily due to increased revenue by our TS-US division of $5.8 million combined with increased revenue in our TS-UK division of $0.1 million, partially offset by decreased revenue in our HPP segment of $2.1 million. Sales to Europe increased by $0.2 million primarily due to an increase by our TS-US division of $0.1 million and an increase of $0.1 million in the TS-UK division. Sales to APAC and Africa decreased $0.5 million due to a decrease of $0.4 million by the TS-US division and a decrease of $0.1 million in the HPP segment.

Gross Margins

Our gross margin ("GM") decreased to $18.5 million for fiscal year 2025 as compared to GM of $18.9 million for fiscal year 2024. The total GM as a percentage of revenue decreased to 32% for fiscal year 2025 compared to 34% for fiscal year 2024.

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The following table summarizes GM changes by segment for fiscal years ended September 30:

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The impact of product mix within our TS segment on gross margins for the fiscal years ended September 30 was as follows:

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