tssi_8k.htm

 

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 27, 2025

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 and zip code)

 

(512) 310-1000

(Registrant’s telephone number, including area code)

 

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 (see General Instructions A.2 below):

 

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 the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

 

TSSI

 

The Nasdaq Stock Market LLC

 

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 Thursday, March 27, 2025, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and twelve months ended December 31, 2024. 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 Thursday, March 27, 2025, at 5:00 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.

 

This report 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 and our ability to diversify our customer base; risks relating to operating in a highly competitive industry; risks relating to supply chain challenges; risk related to changes in labor market conditions; risks related to the implementation of a new enterprise resource IT system; risk related to the development of our procurement and reseller services business; 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; 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, 2023. 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.

 

Item 9.01.

Financial Statements and Exhibits.

 

99.1

 

Press Release, dated March 27, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
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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/ Daniel M. Chism

 

 

 

Daniel M. Chism

 

 

 

Chief Financial Officer

 

 

Date: March 27, 2025

 

 
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EXHIBIT 99.1

 

 

TSS Revenue Grows 172% to a Record $148.1 Million in FY 2024

Increases EPS to $0.24, Up from $0.00 in 2023

 

Fueled by Continuous Rise in Demand for AI Rack Integration

 

ROUND ROCK, TEXAS – March 27, 2025 – TSS, Inc. (Nasdaq: TSSI), a data center services company that integrates AI and other high-performance computing infrastructure and software and provides related data center services, today reported results for its fourth quarter and year ended December 31, 2024.

 

“2024 was a transformative year by all accounts, driven by strong operational execution and our commitment to customer service as we capture the soaring demand for AI rack integration and capitalize on opportunistic procurement services,” commented Darryll Dewan, CEO of TSS. “For the full year, we delivered organic revenue growth of 172%, earnings per share of $0.24 compared to just over breakeven last year and Adjusted EBITDA of $10.2 million, up 283% from 2023. We signed a multi-year agreement with our largest customer, solidifying our position as a key partner for executing its technology roadmap, particularly AI rack integration. We exited the year with strong momentum, securing debt financing for the buildout of our new state-of-the-art facility, which is progressing according to plan, and achieving impressive fourth quarter revenue and diluted EPS growth of 105% and 300%, respectively.”

 

Dewan continued, “The outlook for our industry is robust with significant capital investment flowing into AI-enabling technologies. With a strong operational foundation established and capacity expansion underway, we are confident in our ability to capitalize on these trends and deliver profitable growth, generate positive cash from operations and further enhance value for our shareholders.”

 

Full-Year 2024 Financial Highlights:

(All comparisons are to Full-Year 2023)

 

 

·

Revenues of $148.1 million, up 172%

 

 

o

Systems Integration revenues of $22.6 million, up 157%

 

o

Facilities Management revenues of $8.0 million, up 13%

 

o

Procurement revenues of $117.5 million, up 205%

 

 

·

Gross profit of $22.4 million, up 103% on growth in all service lines

 

·

Net income of $6.0 million compared to $74,000

 

·

Diluted EPS of $0.24, up from $0.00

 

·

Adjusted EBITDA of $10.2 million, up 283%

 

 
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Fourth Quarter 2024 Financial Highlights:

(All comparisons are to Fourth Quarter 2023)

 

 

·

Revenues of $50.0 million, up 105%

 

 

o

Systems Integration revenues of $7.9 million, up 264%

 

o

Facilities Management revenues of $1.6 million, up 11%

 

o

Procurement revenues of $40.5 million, up 95%

 

 

·

Gross profit of $7.2 million, up 121%, driven by growth and greater contribution from higher margin revenues

 

·

Net income of $1.9 million, up 471%

 

·

Diluted EPS of $0.08, up from $0.02

 

·

Adjusted EBITDA of $3.4 million, up 267%

 

2025 Outlook

 

Dewan concluded, “We are highly optimistic about our growth prospects in 2025 and beyond given the outsized opportunities in our sector, our strong customer relationships and expanded capacity. Our profitability will continue to be influenced by our revenue mix. Procurement Services represents nearly 80% of revenues in 2024 and is characterized by wider quarter-to-quarter revenue variability and margins that are typically below our corporate average. In our higher-margin Systems Integration and Facilities Management businesses, we expect growth at a significantly higher rate than our overall business.”

 

“We have made significant progress in the readiness of our new facility and expect to be fully operational by June.  Looking ahead to 2025, we expect an overall high level of EBITDA growth for the year compared to 2024.  The second quarter will mark initial contributions from our new facility, with that segment ramping as rack volumes grow through the year and in 2026.”

 

Quarterly Conference Call Details

 

The Company will conduct a conference call at 5:00 p.m. Eastern time today. To participate on the conference call, please dial 888-506-0062 toll free from the U.S. or Canada. Other international callers may access the call at 1-973-528-0011. The event ID number is 410860. 

 

A replay will be available until June 27, 2025. To access the replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 52156.  Investors may also access a live audio webcast of this conference call and replay the call for one year following the webcast, at https://www.webcaster4.com/Webcast/Page/2294/52156

 

 
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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 net interest expense, income taxes, depreciation and amortization, impairment loss on goodwill and other intangibles, stock-based compensation, provision for bad debts and certain extraordinary items. 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 items that may, or could, have a disproportionately 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 specializes in simplifying the complex. The TSS mission is to streamline the integration and deployment of high-performance computing infrastructure and software, ensuring that end users quickly receive and efficiently utilize the necessary technology. Known for flexibility, the company builds, integrates, and deploys custom, high-volume solutions that empower data centers and catalyze the digital transformation of generative AI and other leading-edge technologies essential for modern computing, data, and business needs. TSS's reputation is built on passion and experience, quality, and fast time to value. As trusted partners of the world's leading data center technology providers, the company manages and deploys billions of dollars in technology each year. For more information, visit www.tssiusa.com.

 

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 our 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 and our ability to diversify our customer base; risks relating to operating in a highly competitive industry; risks relating to supply chain challenges; risk related to changes in labor market conditions; risks related to the implementation of a new enterprise resource IT system; risks related to the development of our procurement services business; 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 to our ability to continue to implement our strategy, including having sufficient financial resources to carry out that strategy; 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, 2023. 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.

 

Contacts:

 

Hayden IR

TSS, Inc.

James Carbonara (646) 755-7412

Danny Chism, CFO

Brett Maas (646) 536-7331

(512) 310-4908

[email protected]

[email protected]

 

-- Tables Follow –

 

 
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TSS, Inc. 

Consolidated Balance Sheets 

(In thousands except par values) 

 

 

 

December 31, 

 

 

December 31, 

 

 

 

2024 

 

 

2023

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 23,222

 

 

$ 11,831

 

Contract and other receivables, net

 

 

16,203

 

 

 

3,527

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

851

 

 

 

1,310

 

Inventories, net

 

 

15,394

 

 

 

2,343

 

Prepaid expenses and other current assets

 

 

248

 

 

 

302

 

Total current assets

 

 

55,918

 

 

 

19,313

 

Property and equipment, net

 

 

8,591

 

 

 

628

 

Lease right-of-use assets

 

 

24,213

 

 

 

4,062

 

Goodwill

 

 

780

 

 

 

780

 

Other assets

 

 

4,787

 

 

 

817

 

Total assets

 

$ 94,289

 

 

$ 25,600

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 51,061

 

 

$ 14,362

 

Deferred revenues, current

 

 

2,613

 

 

 

3,370

 

Lease liabilities, current

 

 

966

 

 

 

688

 

Total current liabilities

 

 

54,640

 

 

 

18,420

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Long-term debt, non-current

 

 

8,200

 

 

 

-

 

Lease liabilities, non-current

 

 

23,540

 

 

 

3,631

 

Deferred revenues, non-current

 

 

771

 

 

 

-

 

Total non-current liabilities

 

 

32,511

 

 

 

3,631

 

Total liabilities

 

 

87,151

 

 

 

22,051

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Preferred stock

 

 

-

 

 

 

-

 

Common stock

 

 

3

 

 

 

2

 

Additional paid-in capital

 

 

74,200

 

 

 

72,103

 

Treasury stock

 

 

(6,730 )

 

 

(2,245 )

Accumulated deficit

 

 

(60,335 )

 

 

(66,311 )

Total stockholders' equity

 

 

7,138

 

 

 

3,549

 

Total liabilities and stockholders’ equity

 

$ 94,289

 

 

$ 25,600

 

 

 
4

 

 

 

TSS, Inc. 

Condensed Consolidated Statements of Operations 

(In thousands except per-share values) 

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,  

 

 

 

2024 

 

 

2023 

 

 

2024 

 

 

2023 

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

Results of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Procurement

 

$ 40,497

 

 

$ 20,774

 

 

$ 117,519

 

 

$ 38,515

 

Facilities management

 

 

1,620

 

 

 

1,463

 

 

 

8,005

 

 

 

7,067

 

Systems integration

 

 

7,908

 

 

 

2,171

 

 

 

22,620

 

 

 

8,817

 

Total revenues

 

 

50,025

 

 

 

24,408

 

 

 

148,144

 

 

 

54,399

 

Cost of revenues

 

 

42,812

 

 

 

21,145

 

 

 

125,793

 

 

 

43,398

 

Gross profit

 

 

7,213

 

 

 

3,263

 

 

 

22,351

 

 

 

11,001

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

4,246

 

 

 

2,468

 

 

 

13,240

 

 

 

8,931

 

Depreciation and amortization

 

 

211

 

 

 

71

 

 

 

608

 

 

 

320

 

Total operating costs

 

 

4,457

 

 

 

2,539

 

 

 

13,848

 

 

 

9,251

 

Income from operations

 

 

2,756

 

 

 

724

 

 

 

8,503

 

 

 

1,750

 

Interest expense

 

 

721

 

 

 

498

 

 

 

2,737

 

 

 

1,971

 

Interest income

 

 

(188 )

 

 

(124 )

 

 

(562 )

 

 

(355 )

Other expense

 

 

207

 

 

 

-

 

 

 

194

 

 

 

-

 

Income before income taxes

 

 

2,016

 

 

 

350

 

 

 

6,134

 

 

 

134

 

Income tax provision

 

 

103

 

 

 

15

 

 

 

158

 

 

 

60

 

Net income

 

$ 1,913

 

 

$ 335

 

 

$ 5,976

 

 

$ 74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - Basic

 

$ 0.09

 

 

$ 0.02

 

 

$ 0.27

 

 

$ 0.00

 

Earnings per common share - Diluted

 

$ 0.08

 

 

$ 0.02

 

 

$ 0.24

 

 

$ 0.00

 

 

 
5

 

 

 TSS, Inc. 

Adjusted EBITDA Reconciliation (GAAP to non-GAAP)

(In thousands, unaudited) 

 

 

 

Three Months Ended December 31,  

 

 

Year Ended December 31,

 

 

 

2024 

 

 

2023 

 

 

2024 

 

 

2023 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$ 1,913

 

 

$ 335

 

 

$ 5,976

 

 

$ 74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

533

 

 

 

374

 

 

 

2,175

 

 

 

1,616

 

Depreciation and amortization

 

 

211

 

 

 

71

 

 

 

608

 

 

 

320

 

Income tax provision

 

 

103

 

 

 

15

 

 

 

158

 

 

 

60

 

EBITDA

 

$ 2,760

 

 

$ 795

 

 

$ 8,917

 

 

$ 2,070

 

Stock based compensation

 

 

630

 

 

 

128

 

 

 

1,235

 

 

 

581

 

Adjusted EBITDA

 

$ 3,390

 

 

$ 923

 

 

$ 10,152

 

 

$ 2,651

 

 

 
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