tssi20211115_8k.htm
false 0001320760 0001320760 2021-11-15 2021-11-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
November 15, 2021
Date of Report (Date of earliest event reported)
 
TSS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
000-33627
20-2027651
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
110 E. Old Settlers Road
   
Round Rock, Texas
 
78664
(Address of principal executive offices)
 
(Zip Code)
 
(512) 310-1000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of this Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of  the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the  extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 

 
Item 2.02.
Results of Operations and Financial Condition.
 
On Monday, November 15, 2021, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three months ended September 30, 2021. A copy of the press release is being furnished herewith as Exhibit 99.1.
 
The Company’s press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclosure regarding definitions of these measures used by the Company and why the Company’s management believes the measures provide useful information to investors is also included in the press release.
 
The Company will conduct a conference call to discuss its financial results on Monday, November 15, 2021, at 4:30 p.m. Eastern Time.
 
The information in this Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Statements contained in this report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements may address matters such as our expected future business and financial performance, and often contain words such as “guidance,” “prospects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could adversely or positively affect the Company’s future results include: the Company may not have sufficient resources to fund its business and may need to issue debt or equity to obtain additional funding; the Company’s reliance on a significant portion of its revenues from a limited number of customers; risks relating to operating in a highly competitive industry; risks relating to the failure to maintain effective internal control over financial reporting; risks relating to rapid technological, structural, and competitive changes affecting the industries the Company serves; risks involved in properly managing complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating to the Company’s ability to continue to implement its strategy, including having sufficient financial resources to carry out that strategy; risks relating to the Company’s ability to meet all of the terms and conditions of its debt obligations; uncertainty related to current economic conditions, including the impact of the COVID-19 pandemic, and the related impact on demand for the Company’s services; and other risks and uncertainties disclosed in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These uncertainties may cause the Company’s actual future results to be materially different than those expressed in the Company’s forward-looking statements. The Company does not undertake to update its forward-looking statements.
 
Item 9.01.
Financial Statements and Exhibits.
 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
S I G N A T U R E S
 
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 hereunto duly authorized.
 
 
 
TSS, INC.
     
     
 
By:
/s/ John Penver
   
John Penver
   
Chief Financial Officer
 
 
Date: November 15, 2021
 
 
 
 

Exhibit 99.1

 

ex_308016img001.jpg

 

 

TSS, INC. REPORTS THIRD QUARTER 2021 RESULTS

 

 

ROUND ROCK, TX – November 15, 2021 – TSS, Inc. (Other OTC: TSSI), a data center facilities and technology services company, reported results for its third quarter ended September 30, 2021.

 

Third Quarter Highlights (unaudited):

 

 

●

Third quarter 2021 revenue of $4.6 million compared with $20.8 million in the third quarter of 2020. Reseller revenues were $0.7 million in the third quarter of 2021 compared with $15.8 million in the third quarter of 2020.

 

●

Gross margin of 42% in the third quarter of 2021 compared with 13% in the third quarter of 2020.

 

●

Operating income of $228,000 in the third quarter of 2021 compared to operating income of $966,000 in the third quarter of 2020.

 

●

Net income of $123,000 or $0.01 per share in the third quarter of 2021 compared to net income of $852,000 or $0.05 per share in the third quarter of 2020.

 

●

Adjusted EBITDA income of $476,000 in the third quarter of 2021 compared with Adjusted EBITDA income of $1,142,000 in the third quarter of 2020.

 

 

“We are pleased with our results in the third quarter despite supply chain challenges that have affected the timing of delivery for a number of projects.” said Anthony Angelini, President and Chief Executive Officer of TSS. “While some of our projects were delayed, we have a large backlog and expect that through the fourth quarter and into 2022, our results will continue to improve sequentially.”

 

Quarterly Conference Call Details

 

The Company has scheduled a conference call to discuss the third quarter 2021 financial results for Monday, November 15, 2021, at 4:30 PM Eastern. To participate on the conference call, please dial 866-791-7194 toll free from the U.S., or 847-619-6774 for international callers. The conference code is 50253641#. Investors may also access a live audio web cast of this conference call under the “events” tab on the investor relations section of the Company's website at www.tssiusa.com.

 

An audio replay of the conference call will be available approximately one hour after the conclusion of the call and will be made available until December 16, 2021. The audio replay can be accessed at the following url: https://onlinexperiences.com/Launch/QReg/ShowUUID=798833CD-71F9-44EC-919B-925406602404&LangLocaleID=1033. The passcode to access the digital playback is 50253641. Additionally, a replay of the webcast will be available on the Company’s website approximately two hours after the conclusion of the call and will remain available for 30 calendar days.

 

About Non-GAAP Financial Measures

 

Adjusted EBITDA is a supplemental financial measure not defined under Generally Accepted Accounting Principles (GAAP). We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, impairment loss on goodwill and other intangibles, stock-based compensation, and provision for bad debts. We present Adjusted EBITDA because we believe this supplemental measure of operating performance is helpful in comparing our operating results across reporting periods on a consistent basis by excluding non-cash items that may, or could, have a disproportionate positive or negative impact on our results of operations in any particular period. We also use Adjusted EBITDA as a factor in evaluating the performance of certain management personnel when determining incentive compensation.

 

 

 

Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA, while providing useful information, should not be considered in isolation or as an alternative to net income or cash flows as determined under GAAP. Consistent with Regulation G under the U.S. federal securities laws, Adjusted EBITDA has been reconciled to the nearest GAAP measure, and this reconciliation is located under the heading “Adjusted EBITDA Reconciliation” following the Consolidated Statements of Operations included in this press release.

 

About TSS, Inc.

 

TSS is a trusted single source provider of mission-critical planning, design, system integration, deployment, maintenance and evolution of data centers facilities and information infrastructure. TSS specializes in customizable end to end solutions powered by industry experts and innovative services that include technology consulting, engineering, design, construction, operations, facilities management, technology system installation and integration, as well as maintenance for traditional and modular data centers. For more information, visit www.tssiusa.com or call 888-321-4877.

 

Forward Looking Statements

 

This press release may contain “forward-looking statements” -- that is, statements related to future -- not past -- events, plans, and prospects. In this context, forward-looking statements may address matters such as our expected future business and financial performance, and often contain words such as “guidance,” “prospects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could adversely or positively affect the Company's future results include: we may not have sufficient resources to fund our business and may need to issue debt or equity to obtain additional funding; our reliance on a significant portion of our revenues from a limited number of customers; risks relating to operating in a highly competitive industry; risks relating to the failure to maintain effective internal control over financial reporting; risks relating to rapid technological, structural, and competitive changes affecting the industries we serve; risks involved in properly managing complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating our ability to continue to implement our strategy, including having sufficient financial resources to carry out that strategy; risks relating to our ability to meet all of the terms and conditions of our debt obligations; uncertainty related to current economic conditions including the impact of the COVID-19 pandemic and the related impact on demand for our services; and other risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.

 

Company Contact:

TSS, Inc.

John Penver, CFO

Phone: (512) 310-1000

 

 

 

 

TSS, Inc.

Consolidated Balance Sheets

(In thousands except par values)

 

   

September 30,

   

December 31,

 
   

2021

   

2020

 
   

(unaudited)

         

Assets

               

Current Assets

               

Cash and cash equivalents

  $ 11,987     $ 19,012  

Contract and other receivables, net

    1,080       915  

Costs and estimated earnings in excess of billings on uncompleted contracts

    1,511       806  

Inventories, net

    3,636       197  

Prepaid expenses and other current assets

    193       58  

Total current assets

    18,407       20,988  

Property and equipment, net

    384       662  

Lease right-of-use assets

    383       876  

Goodwill

    780       780  

Intangible assets, net

    149       217  

Other assets

    648       285  

Total assets

  $ 20,751     $ 23,808  

Liabilities and Stockholders’ Equity

               

Current Liabilities

               

Accounts payable and accrued expenses

  $ 10,581     $ 13,374  

Deferred revenues

    5,332       3,962  

Current portion of long-term borrowings

    2,011       -  

Current portion of lease liabilities

    404       748  

Total current liabilities

    18,328       18,084  

Long-term borrowings

    -       2,234  

Non-current portion of lease liabilities, less current portion

    12       208  

Non-current portion of deferred revenues

    36       99  

Total liabilities

    18,376       20,625  

Stockholders’ Equity

               

Preferred stock- $.0001 par value; 1,000 shares authorized at September 30, 2021 and December 31, 2020; none issued

    -       -  

Common stock- $.0001 par value, 49,000 shares authorized at September 30, 2021 and December 31, 2020: 19,938 and 19,055 shares issued at September 30, 2021 and December 31, 2020, respectively

    2       2  

Additional paid-in capital

    70,450       70,070  

Treasury stock 1,342 and 1,097 shares at cost at September 30, 2021 and December 31, 2020, respectively

    (2,030 )     (1,874 )

Accumulated deficit

    (66,047 )     (65,015 )

Total stockholders' equity

    2,375       3,183  

Total liabilities and stockholders’ equity

  $ 20,751     $ 23,808  

 

 

 

TSS, Inc.

Condensed Consolidated Statements of Operations

(In thousands except per-share values, unaudited)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Results of Operations:

                               

Revenue

  $ 4,587     $ 20,763     $ 12,825     $ 37,814  

Cost of revenue

    2,666       17,990       8,147       32,673  

Gross profit

    1,921       2,773       4,678       5,141  

Operating expenses:

                               

Selling, general and administrative expenses

    1,560       1,668       5,002       5,011  

Depreciation and amortization

    133       139       406       390  

Total operating costs

    1,693       1,807       5,408       5,401  

Income (loss) from operations

    228       966       (730 )     (260 )

Interest income (expense), net

    (83 )     (105 )     (271 )     (271 )

Income (loss) from operations before income taxes

    145       861       (1,001 )     (531 )

Income tax expense

    22       9       31       27  

Net income (loss)

  $ 123     $ 852     $ (1,032 )   $ (558 )
                                 

Basic net income (loss) per share:

  $ 0.01     $ 0.05     $ (0.06 )   $ (0.03 )

Diluted net income (loss) per share:

  $ 0.01     $ 0.04     $ (0.06 )   $ (0.03 )

 

 

 

 

TSS, Inc.

Adjusted EBITDA Reconciliation

(In thousands, unaudited)

 

    Three Months Ended Sep. 30,     Nine Months Ended Sep. 30,  
    2021     2020    

2021

   

2020

 
                                 

Net income (loss)

  $ 123     $ 852     $ (1,032 )   $ (558 )
                                 

Interest expense (income), net

    83       105       271       271  

Depreciation and amortization

    133       139       406       390  

Income tax expense

    22       9       31       27  

EBITDA profit (loss)

  $ 361     $ 1,105     $ (324 )   $ 130  

Stock based compensation

    115       37       360       239  

Adjusted EBITDA profit (loss)

  $ 476     $ 1,142     $ 36     $ 369