TSSI 8-K
TSS, Inc. (TSSI)
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
March 24, 2020
Date of Report (Date of earliest event reported)
TSS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
000-33627 |
20-2027651 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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110 E. Old Settlers Road |
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Round Rock, Texas |
78664 |
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(Address of principal executive offices) |
(Zip Code) |
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(512) 310-1000 |
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(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. ☐
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Item 2.02. |
Results of Operations and Financial Condition. |
On Tuesday, March 24, 2020, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and twelve months ended December 31, 2019. 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 Tuesday, March 24, 2020, 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 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, 2019. 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.
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Item 9.01. |
Financial Statements and Exhibits. |
99.1 Press Release, dated March 24, 2020
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.
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TSS, INC. |
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By: |
/s/ John Penver |
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John Penver |
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Chief Financial Officer |
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Date: March 24, 2020
Exhibit 99.1
TSS, INC. REPORTS FOURTH QUARTER AND 2019 RESULTS
ROUND ROCK, TX – March 24, 2020 – TSS, Inc. (Other OTC: TSSI), a data center facilities and technology services company, reported results for its fourth quarter and fiscal year ended December 31, 2019.
Fourth Quarter Highlights:
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● |
Fourth quarter 2019 revenue of $20.4 million compared with $5.7 million in the fourth quarter of 2018 and $4.2 million in the third quarter of 2019. |
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● |
Gross margin of 10% in the fourth quarter of 2019 compared with 35% in the fourth quarter of 2018. |
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● |
Achieved operating income of $440,000 in the fourth quarter of 2019 compared to operating income of $1,463,000 in the fourth quarter of 2018 and an operating loss of $12,000 in the third quarter of 2019. (Fourth quarter of 2018 included a gain of $1,140,000 from the sale of assets of our power and cooling solutions business in Virginia). |
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● |
Net income of $346,000 or $0.02 per share in the fourth quarter of 2019 compared to net income of $1,327,000 or $0.08 per share in the fourth quarter of 2018. |
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● |
Adjusted EBITDA of $680,000 compared with pro forma Adjusted EBITDA of $882,000 in the fourth quarter of 2018. |
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● |
Normalized Adjusted EBITDA of $680,000 in the fourth quarter of 2019 compared to a pro forma Normalized Adjusted EBITDA loss of $258,000 in the fourth quarter of 2018. |
FY 2019 Highlights:
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● |
2019 revenue of $32.8 million compared with $22.3 million in 2018. |
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● |
Gross margin of 20% in 2019 compared with 38% in 2018. |
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● |
Achieved operating income of $480,000 in 2019 compared to operating income of $2,866,000 in 2018. 2018 included a gain from sale of assets of our power and cooling solutions business of $1,140,000. |
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● |
Net income of $126,000 or $0.01 per share in 2019 compared to net income of $2,437,000 or $0.16 per share in 2018. |
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● |
Adjusted EBITDA of $1.2 million in 2019 compared with Adjusted EBITDA of $3.5 million in 2018. |
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● |
Normalized Adjusted EBITDA was $1,208,000 compared with pro forma Normalized Adjusted EBITDA of $393,000 in 2018. |
“We were very happy with our results for the fourth quarter and the year. We began our reseller program in Q4 which has impacted our results with higher revenue and lower gross margins. As we move through the balance of 2020 we will forecast as best we can, but we are just getting our arms around this new and dynamic revenue stream.” said Anthony Angelini, President and Chief Executive Officer of TSS. “We are almost complete with Q1 and feel good about how the quarter has shaped up. As we look at Q2 we are trying to evaluate the impact that the COVID-19 pandemic will have on our business. We have been designated as a critical infrastructure provider for some of our customers. Therefore, we will remain open for business for now subject to the ongoing risks regarding availability of parts from other supply chains, or infections impacting our workforce. We believe that we can operate profitably through these challenging times.”
Quarterly Conference Call Details
The Company has scheduled a conference call to discuss the fourth quarter and fiscal 2019 financial results for Tuesday, March 24, 2020 at 4:30 PM Eastern. To participate on the conference call, please dial 877-691-2551 toll free from the U.S., or 630-691-2747 for international callers. The conference code is 49483806#. 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 April 20, 2020. The audio replay can be accessed by dialing 1-888-843-7419 in the U.S. or 630-652-3042 toll free then enter conference ID number 4948 3806#. 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 and Normalized Adjusted EBITDA are supplemental financial measures 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.
We define Normalized Adjusted EBITDA as Adjusted EBITDA before restructuring charges, acquisition expenses and certain other one-time items such as the gain on sale of business operations. We present Normalized Adjusted EBITDA because we believe it is helpful in comparing our operating results across reporting periods on a consistent basis by excluding from Adjusted EBITDA certain items that do not directly correlate to our business and may, or could, have a disproportionate positive or negative impact on our performance during a particular period. Similar to Adjusted EBITDA, we also use Normalized Adjusted EBITDA as a factor in evaluating the performance of certain management personnel when determining incentive compensation.
Adjusted EBITDA and Normalized Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Normalized 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 and Normalized 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.
Pro Forma Information
Pro forma information is used by management to evaluate performance when certain dispositions occur or if we cease a particular line of business. Historical information reflects results of disposed business units or ceased business units through the disposal or cessation date, while the pro forma information enhances comparability of financial accounting between periods by adjusting the information as if the dispositions or cessations occurred at the beginning of a preceding year. Our pro forma information is adjusting for the timing of dispositions, but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the dispositions. Pro forma information is not a non-GAAP financial measure under Securities and Exchange Commission rules. Our pro forma information is not necessarily indicative of future results or what our results would have been had the disposed business been operated by us during the pro forma periods.
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, reseller services, 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 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, 2019. 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)
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December 31, |
December 31, |
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2019 |
2018 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
$ | 8,678 | $ | 6,178 | ||||
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Contract and other receivables, net |
3,865 | 727 | ||||||
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Costs and estimated earnings in excess of billings on uncompleted contracts |
181 | 154 | ||||||
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Inventories, net |
1,353 | 108 | ||||||
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Prepaid expenses and other current assets |
108 | 266 | ||||||
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Total current assets |
14,185 | 7,433 | ||||||
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Property and equipment, net |
705 | 390 | ||||||
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Lease right-of-use asset |
- | |||||||
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Goodwill |
780 | 780 | ||||||
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Intangible assets, net |
307 | 398 | ||||||
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Other assets |
109 | 109 | ||||||
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Total assets |
$ | 17,567 | $ | 9,110 | ||||
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Liabilities and Stockholders’ Equity |
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Current Liabilities |
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Lease liabilities |
$ | 645 | $ | - | ||||
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Accounts payable and accrued expenses |
8,851 | 2,390 | ||||||
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Deferred revenues |
2,104 | 2,181 | ||||||
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Total current liabilities |
11,600 | 4,571 | ||||||
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Convertible notes, less current portion, net |
2,028 | 1,838 | ||||||
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Lease liabilities, less current portion |
956 | - | ||||||
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Deferred revenues – noncurrent portion |
114 | 112 | ||||||
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Other liabilities |
- | 108 | ||||||
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Total liabilities |
14,698 | 6,629 | ||||||
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Stockholders’ Equity |
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Preferred stock- $.0001 par value; 1,000 shares authorized at December 31, 2019 and 2018; none issued |
- | - | ||||||
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Common stock- $.0001 par value, 49,000 shares authorized at December 31 2019 and 2018: 18,500 and 17,521 shares issued at December 31, 2019 and December 31, 2018, respectively |
2 | 2 | ||||||
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Additional paid-in capital |
69,661 | 69,241 | ||||||
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Treasury stock 959 and 777 shares at cost at December 31, 2019 and December 31, 2018, respectively |
(1,700 | ) | (1,542 | ) | ||||
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Accumulated deficit |
(65,094 | ) | (65,220 | ) | ||||
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Total stockholders' equity |
2,869 | 2,481 | ||||||
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Total liabilities and stockholders’ equity |
$ | 17,567 | $ | 9,110 | ||||
TSS, Inc.
Condensed Consolidated Statements of Operations
(In thousands except per-share values, unaudited)
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Three Months Ended December 31, |
Year Ended December 31, |
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2019 |
2018 |
2019 |
2018 |
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Results of Operations: |
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Revenue |
$ | 20,404 | $ | 5,748 | $ | 32,779 | $ | 22,335 | ||||||||
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Cost of revenue, excluding depreciation and amortization |
18,398 | 3,712 | 26,188 | 13,852 | ||||||||||||
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Gross profit, excluding depreciation and amortization |
2,006 | 2,036 | 6,591 | 8,483 | ||||||||||||
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Operating expenses: |
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Selling, general and administrative |
1,440 | 1,625 | 5,741 | 6,372 | ||||||||||||
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Depreciation and amortization |
126 | 88 | 370 | 385 | ||||||||||||
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Gain on sale of business component |
- | (1,140 | ) | - | (1,140 | ) | ||||||||||
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Total operating costs |
1,566 | 573 | 6,111 | 5,617 | ||||||||||||
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Operating income |
440 | 1,463 | 480 | 2,866 | ||||||||||||
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Interest income (expense), net |
(75 | ) | (97 | ) | (313 | ) | (403 | ) | ||||||||
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Income before income taxes |
365 | 1,366 | 167 | 2,463 | ||||||||||||
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Income tax expense (benefit) |
19 | (21 | ) | 41 | 26 | |||||||||||
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Net income |
$ | 346 | $ | 1,387 | $ | 126 | $ | 2,437 | ||||||||
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Basic net income per Share: |
$ | 0.02 | $ | 0.09 | $ | 0.01 | $ | 0.16 | ||||||||
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Diluted net income per share |
$ | 0.01 | $ | 0.07 | $ | 0.00 | $ | 0.13 | ||||||||
TSS, Inc.
Condensed Consolidated Pro Forma Statements of Operations
For the Three-month periods ended December 31,
(In thousands, unaudited)
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2018 as reported |
Adjustments |
2018 pro forma |
2019 |
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Results of Operations: |
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Revenue |
$ | 5,748 | $ | (2,224 | ) | $ | 3,524 | $ | 20,404 | |||||||
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Cost of revenue, excluding depreciation and amortization |
3,712 | (1,419 | ) | 2,293 | 18,398 | |||||||||||
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Gross profit, excluding depreciation and amortization |
2,036 | (805 | ) | 1,231 | 2,006 | |||||||||||
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Operating expenses: |
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Selling, general and administrative |
1,625 | (112 | ) | 1,513 | 1,440 | |||||||||||
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Depreciation and amortization |
88 | (2 | ) | 86 | 126 | |||||||||||
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Gain on sale of assets |
(1,140 | ) | 1,140 | - | - | |||||||||||
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Total operating costs |
573 | 1,026 | 1,599 | 1,577 | ||||||||||||
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Operating income (loss) |
1,463 | (1,831 | ) | (368 | ) | 440 | ||||||||||
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Interest expense |
(97 | ) | (97 | ) | (75 | ) | ||||||||||
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Income (loss) before income taxes |
1,366 | (1,831 | ) | (465 | ) | 365 | ||||||||||
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Income tax expense (benefit) |
(21 | ) | (21 | ) | 19 | |||||||||||
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Net income (loss) |
$ | 1,387 | $ | (1,831 | ) | $ | (484 | ) | $ | 346 | ||||||
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Basic and diluted income per Share: |
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income per common share |
$ | 0.08 | $ | (0.03 | ) | $ | 0.02 | |||||||||
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Weighted average common shares outstanding |
16,321 | 16,321 | 17,551 | |||||||||||||
The 2018 pro-forma results reflect the consolidated 2018 financial statements of the Company as adjusted to exclude the financial results for the cooling and power business that was sold in December 2018 and for the construction management services that were discontinued in 2018.
TSS, Inc.
Condensed Consolidated Pro Forma Statements of Operations
For the years ended December 31,
(In thousands, unaudited)
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2018 as reported |
Adjustments |
2018 pro forma |
2019 |
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Results of Operations: |
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Revenue |
$ | 22,335 | $ | (6,041 | ) | $ | 16,294 | $ | 32,779 | |||||||
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Cost of revenue, excluding depreciation and amortization |
13,852 | (3,846 | ) | 10,006 | 26,188 | |||||||||||
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Gross profit, excluding depreciation and amortization |
8,483 | (2,195 | ) | 6,288 | 6,591 | |||||||||||
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Operating expenses: |
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Selling, general and administrative |
6,372 | (516 | ) | 5,856 | 5,741 | |||||||||||
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Depreciation and amortization |
385 | (6 | ) | 379 | 370 | |||||||||||
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Gain on sale of assets |
(1,140 | ) | 1,140 | - | - | |||||||||||
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Total operating costs |
5,617 | 618 | 6,235 | 6,111 | ||||||||||||
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Operating income (loss) |
2,866 | (2,813 | ) | 53 | 480 | |||||||||||
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Interest expense, net |
(403 | ) | (403 | ) | (313 | ) | ||||||||||
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Income (loss) before income taxes |
2,463 | (2,813 | ) | (350 | ) | 167 | ||||||||||
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Income tax expense |
26 | 26 | 41 | |||||||||||||
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Net income (loss) |
$ | 2,437 | $ | (2,813 | ) | $ | (376 | ) | $ | 126 | ||||||
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Basic and diluted income per Share: |
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income per common share |
$ | 0.15 | $ | (0.02 | ) | $ | 0.01 | |||||||||
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Weighted average common shares outstanding |
16,213 | 16,213 | 17,358 | |||||||||||||
The 2018 pro-forma results reflect the consolidated 2018 financial statements of the Company as adjusted to exclude the financial results for the cooling and power business that was sold in December 2018 and for the construction management services that were discontinued in 2018.
TSS, Inc.
Adjusted EBITDA Reconciliation
(In thousands, unaudited)
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Three Months Ended December 31, |
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2019 |
2018 |
adjustments |
2018 pro forma |
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Net income (loss) |
$ | 346 | $ | 1,387 | $ | (731 | ) | $ | 656 | |||||||
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Interest income (expense), net |
75 | 97 | - | 97 | ||||||||||||
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Depreciation and amortization |
126 | 88 | (2 | ) | 86 | |||||||||||
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Income tax expense |
19 | (21 | ) | - | (21 | ) | ||||||||||
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EBITDA |
$ | 566 | $ | 1,551 | $ | (733 | ) | $ | 818 | |||||||
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Stock based compensation |
114 | 64 | - | 64 | ||||||||||||
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Adjusted EBITDA |
$ | 680 | $ | 1,615 | $ | (733 | ) | $ | 882 | |||||||
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gain on sale of business |
- | (1,140 | ) | (1,140 | ) | |||||||||||
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Normalized Adjusted EBITDA |
$ | 680 | $ | 475 | $ | (733 | ) | $ | (258 | ) | ||||||
The 2018 pro forma EBITDA reflects the 2018 EBITDA of the Company adjusted to exclude the financial results for the cooling and power business that was sold in December 2018 and for the construction management services that were discontinued in 2018.
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Years Ended December 31, |
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2019 |
2018 |
adjustments |
2018 pro forma |
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Net income (loss) |
$ | 126 | $ | 2,437 | $ | (1,953 | ) | $ | 484 | |||||||
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Interest income (expense), net |
313 | 403 | - | $ | 403 | |||||||||||
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Depreciation and amortization |
370 | 385 | (6 | ) | $ | 379 | ||||||||||
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Income tax expense |
41 | 26 | - | $ | 26 | |||||||||||
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EBITDA |
$ | 850 | $ | 3,251 | $ | (1,959 | ) | $ | 1,292 | |||||||
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Stock based compensation |
358 | 241 | - | $ | 241 | |||||||||||
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Adjusted EBITDA |
$ | 1,208 | $ | 3,492 | $ | (1,959 | ) | $ | 1,533 | |||||||
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gain on sale of business |
- | (1,140 | ) | - | $ | (1,140 | ) | |||||||||
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Normalized Adjusted EBITDA |
$ | 1,208 | $ | 2,352 | $ | (1,959 | ) | $ | 393 | |||||||
The 2018 pro forma EBITDA reflects the 2018 EBITDA of the Company adjusted to exclude the financial results for the cooling and power business that was sold in December 2018 and for the construction management services that were discontinued in 2018.