tssi20220815_8k.htm
false 0001320760 0001320760 2022-08-15 2022-08-15
 
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
 
August 15, 2022
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, August 15, 2022, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the six months ended June 30, 2022. 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, August 15, 2022, 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, 2021. 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         Press Release, dated August 15, 2022
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: August 15, 2022
 
 

Exhibit 99.1

 

 

TSS, INC. REPORTS SECOND QUARTER 2022 RESULTS

 

 

ROUND ROCK, TX August 15, 2022 TSS, Inc. (Other OTC: TSSI), a data center facilities and technology services company, reported results for its second quarter ended June 30, 2022.

 

Second Quarter Highlights (unaudited):

 

 

Second quarter 2022 revenue of $6.4 million compared with $3.1 million in the second quarter of 2021.

 

Gross margin of 41% in the second quarter of 2022 compared with 47% in the second quarter of 2021.

 

Operating income of $939,000 in the second quarter of 2022 compared to an operating loss of $(351,000) in the second quarter of 2021.

 

Net income of $771,000 or $0.04 per share in the second quarter of 2022 compared to a net loss of $(456,000) or $(0.03) per share in the second quarter of 2021.

 

Adjusted EBITDA income of $1,116,000 in the second quarter of 2022 compared with an Adjusted EBITDA loss of $(106,000) in the second quarter of 2021.

 

 

Year-to-date Highlights (unaudited):

 

 

2022 revenue of $11.6 million compared with $8.2 million in 2021. Reseller revenues were $2.5 million in 2022 compared to $2.3 million in 2021.

 

Gross margin of 37% in 2022 compared with 33% in 2021.

 

Operating income of $766,000 compared to an operating loss of $958,000 in 2021.

 

Net income of $463,000 or $0.02 per share in 2022 compared to a net loss of $1,155,000 or $(0.06) per share in 2021.

 

Adjusted EBITDA income of $1,159,000 in 2022 compared with an Adjusted EBITDA loss of $(439,000) in 2021.

 

 

“We saw very good growth across all of our business units in our second quarter and therefore delivered positive net income and adjusted EBITDA.” said Anthony Angelini, President and Chief Executive Officer of TSS. “As the supply chain situation continued to improve, we were able to deliver against some of our backlog. It is important to note our backlog remains strong and new orders continue to flow. We anticipate this trend continuing throughout our third quarter and the balance of the year. Therefore, we expect improved financial results for the remainder of 2022 as demand for our services remains very strong.”

 

 

 

Quarterly Conference Call Details

 

The Company has scheduled a conference call to discuss the second quarter 2022 financial results for Monday, August 15, 2022, at 4:30 PM Eastern. To participate on the conference call, please dial 1-866-374-5140 toll free from the U.S., or 1-404-400-0571 for international callers. The PIN# is 66889454#. The event ID number is EV00136771. 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 September 16, 2022. The audio replay can be accessed at the following url: https://onlinexperiences.com/Launch/QReg/ShowUUID=71F0A0BE-BB23-4AC6-A028-C5373C3A51C0&LangLocaleID=1033

 

The passcode to access the digital playback is EV00136771. 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, 2021. 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)

 

   

June 30,

   

December 31,

 
   

2022

   

2021

 
   

(unaudited)

         

Assets

               

Current Assets

               

Cash and cash equivalents

  $ 8,366     $ 7,992  

Contract and other receivables, net

    1,616       1,846  

Costs and estimated earnings in excess of billings on uncompleted contracts

    2,797       573  

Inventories, net

    231       847  

Prepaid expenses and other current assets

    348       550  

Total current assets

    13,358       11,808  

Property and equipment, net

    269       281  

Lease right-of-use assets

    5,220       5,566  

Goodwill

    780       780  

Intangible assets, net

    81       126  

Other assets

    890       720  

Total assets

  $ 20,598     $ 19,281  

Liabilities and Stockholders Equity

               

Current Liabilities

               

Accounts payable and accrued expenses

  $ 5,750     $ 7,016  

Deferred revenues

    4,652       2,435  

Current portion of long-term borrowings

    2,044       2,023  

Current portion of lease liabilities

    613       644  

Total current liabilities

    13,059       12,118  

Lease liabilities, less current portion

    4,627       4,938  

Non-current portion of deferred revenues

    5       22  

Total liabilities

    17,691       17,078  

Stockholders’ Equity

               

Preferred stock- $.0001 par value; 1,000 shares authorized at June 30, 2022 and December 31, 2021; none issued

    -       -  

Common stock- $.0001 par value, 49,000 shares authorized at June 30, 2022 and December 31, 2021: 20,620 and 20,286 shares issued at June 30, 2022 and December 31, 2021, respectively

    2       2  

Additional paid-in capital

    70,828       70,584  

Treasury stock 1,431 and 1,424 shares at cost at June 30, 2022 and December 31, 2021, respectively

    (2,074 )     (2,071 )

Accumulated deficit

    (65,849 )     (66,312 )

Total stockholders' equity

    2,907       2,203  

Total liabilities and stockholders’ equity

  $ 20,598     $ 19,281  

 

 

 

TSS, Inc.

Condensed Consolidated Statements of Operations

(In thousands except per-share values, unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
    2022     2021     2022     2021  

Results of Operations:

                               

Revenue

  $ 6,421     $ 3,068     $ 11,613     $ 8,238  

Cost of revenue

    3,809       1,616       7,335       5,481  

Gross profit

    2,612       1,452       4,278       2,757  
                                 

Operating expenses:

                               

Selling, general and administrative expenses

    1,603       1,667       3,332       3,442  

Depreciation and amortization

    70       136       180       273  

Total operating costs

    1,673       1,803       3,512       3,715  

Income (loss) from operations

    939       (351 )     766       (958 )

Interest income (expense), net

    (158 )     (103 )     (282 )     (188 )

Income (loss) from operations before income taxes

    781       (454 )     484       (1,146 )

Income tax expense

    10       2       21       9  

Net income (loss)

  $ 771     $ (456 )   $ 463     $ (1,155 )
                                 

Basic net income (loss) per share:

  $ 0.04     $ (0.03 )   $ 0.02     $ (0.06 )

Diluted net income (loss) per share:

  $ 0.04     $ (0.03 )   $ 0.02     $ (0.06 )

 

 

 

 

TSS, Inc.

Adjusted EBITDA Reconciliation

(In thousands, unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
    2022     2021    

2022

   

2021

 
                                 

Net income (loss)

  $ 771     $ (456 )   $ 463     $ (1,155 )
                                 

Interest expense (income), net

    158       103       282       188  

Depreciation and amortization

    70       136       180       273  

Income tax expense

    10       23       21       9  

EBITDA profit (loss)

  $ 1,009     $ (215 )   $ 946     $ (685 )

Stock based compensation

    107       109       213       246  

Adjusted EBITDA profit (loss)

  $ 1,116     $ (106 )   $ 1,159     $ (439 )