tssi20230814_8k.htm
false 0001320760 0001320760 2023-08-14 2023-08-14
 
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 14, 2023
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 14, 2023, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and six months ended June 30, 2023. 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 14, 2023, 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.
 
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; 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, 2022. 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
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 14, 2023
 
 

Exhibit 99.1

 

 

TSS, INC. REPORTS SECOND QUARTER 2023 RESULTS

 

 

ROUND ROCK, TX August 14, 2023 TSS, Inc. (Other OTC: TSSI), a data center facilities and technology services company, reported results for its second quarter ended June 30, 2023.

 

 

Second Quarter Highlights (unaudited):

 

 

Second quarter 2023 revenue of $14.5 million compared with $6.4 million in the second quarter of 2022. Reseller revenues were $10.6 million in the second quarter of 2023 compared to $0.8 million in the second quarter of 2022.

 

Gross margin of 22% in the second quarter of 2023 compared with 41% in the second quarter of 2022.

 

Operating income of $975,000 in the second quarter of 2023 compared to operating income of $939,000 in the second quarter of 2022.

 

Net income of $315,000 or $0.01 per share in the second quarter of 2023 compared to net income of $771,000 or $0.04 per share in the second quarter of 2022.

 

Adjusted EBITDA income of $1,223,000 in the second quarter of 2023 compared with Adjusted EBITDA income of $1,116,000 in the second quarter of 2022.

 

Year-to-date Highlights (unaudited):

 

 

2023 revenue of $21.1 million compared with $11.6 million in 2022. Reseller revenues were $12.3 million in 2023 compared to $2.5 million in 2022.

 

Gross margin of 23% in 2023 compared with 37% in 2022.

 

Operating income of $310,000 in 2023 compared to operating income of $766,000 in 2022.

 

Net loss of $471,000 or $(0.02) per share in 2023 compared to net income of $463,000 or $0.02 per share in 2022.

 

Adjusted EBITDA income of $786,000 in 2023 compared with Adjusted EBITDA income of $1,159,000 in 2022.

 

“We had a very successful second quarter with strong financial results benefitting from progress made aligning our cost structure, strengthening our management team, and positioning TSS for future growth. Several large procurement transactions that slipped from our first quarter closed during the second quarter and helped fuel revenue and profits from our procurement and reseller business,” said Darryll E. Dewan, President and CEO of TSS. “Looking forward,” continued Dewan, “we plan to capitalize on the growing compute and storage requirements as a result of the accelerating digital transformation driven by AI, cyber-security, data analytics, and other emerging technologies. We expect this market activity will fuel long-term demand for the integration services we provide. We are actively building new demand-generation plans to take advantage of projected market growth, including aligning ourselves with OEM customers earlier in the sales process to ensure we benefit from new opportunities in emerging technologies and markets. In the near-term we are optimistic about our business prospects and outlook for the latter half of 2023.”

 

 

 

Quarterly Conference Call Details

 

The Company has scheduled a conference call to discuss the second quarter 2023 financial results for Monday, August 14, 2023, at 4:30 PM Eastern. To participate on the conference call, please dial 1-888-596-4144 toll free from the U.S., or 1-646-968-2525 for international callers. The event ID number is 3667493. 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 four hours after the conclusion of the call and will be made available until September 15, 2023. The audio replay can be accessed at the following url: EVENT | ECHO PLAYBACK (registrations.events)

 

The conference ID to access the digital playback is 3667493. 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, provision for bad debts and certain extraordinary items, including CEO transition costs. 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 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 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; 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, 2022. 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

   

2022

 
   

(unaudited)

         

Assets

               

Current Assets

               

Cash and cash equivalents

  $ 24,172     $ 20,397  

Contract and other receivables, net

    10,608       2,745  

Costs and estimated earnings in excess of billings on uncompleted contracts

    128       231  

Inventories, net

    1,263       862  

Prepaid expenses and other current assets

    412       175  

Total current assets

    36,583       24,410  

Property and equipment, net

    676       587  

Lease right-of-use assets

    4,398       4,717  

Goodwill

    780       780  

Intangible assets, net

    -       35  

Other assets

    861       877  

Total assets

  $ 43,298     $ 31,406  

Liabilities and Stockholders Equity

               

Current Liabilities

               

Accounts payable and accrued expenses

  $ 34,306     $ 21,616  

Deferred revenues

    1,599       2,080  

Current portion of lease liabilities

    658       467  

Total current liabilities

    36,563       24,163  

Non-current portion of lease liabilities

    3,983       4,309  

Total liabilities

    40,546       28,472  

Stockholders’ Equity

               

Preferred stock- $.0001 par value; 1,000 shares authorized at June 30, 2023 and December 31, 2022; none issued

    -       -  

Common stock- $.0001 par value, 49,000 shares authorized at June 30, 2023 and December 31, 2022: 23,288 and 23,197 shares issued at June 30, 2023 and December 31, 2022, respectively

    2       2  

Additional paid-in capital

    71,822       71,522  

Treasury stock 1,684 and 1,657 shares at cost at June 30, 2023 and December 31, 2022, respectively

    (2,216 )     (2,205 )

Accumulated deficit

    (66,856 )     (66,385 )

Total stockholders' equity

    2,752       2,934  

Total liabilities and stockholders’ equity

  $ 43,298     $ 31,406  

 

 

 

 

TSS, Inc.

Condensed Consolidated Statements of Operations

(In thousands except per-share values, unaudited)

 

   

Three Months Ended June 30,

    Six Months Ended June 30,  
   

2023

   

2022

   

2023

   

2022

 

Results of Operations:

                               

Revenue

  $ 14,537     $ 6,421     $ 21,111     $ 11,613  

Cost of revenue

    11,315       3,809       16,203       7,335  

Gross profit

    3,222       2,612       4,908       4,278  
                                 

Operating expenses:

                               

Selling, general and administrative

    2,159       1,603       4,421       3,332  

Depreciation and amortization

    88       70       177       180  

Total operating costs

    2,247       1,673       4,598       3,512  

Operating income (loss)

    975       939       310       766  

Interest expense

    (672 )     (162 )     (812 )     (291 )

Other income (expense), net

    24       4       52       9  

Income (loss) before income taxes

    327       781       (450 )     484  

Income tax expense

    12       10       21       21  

Net income (loss)

  $ 315     $ 771     $ (471 )   $ 463  
                                 

Basic net income (loss) per share

  $ 0.01     $ 0.02     $ (0.02 )   $ 0.02  

Diluted net income (loss) per share

  $ 0.01     $ 0.02     $ (0.02 )   $ 0.02  

 

 

 

 

TSS, Inc.

Adjusted EBITDA Reconciliation

(In thousands, unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
    2023    

2022

   

2023

   

2022

 
                                 

Net income (loss)

  $ 315     $ 771     $ (471 )   $ 463  
                                 

Interest expense (income), net

    648       158       760       282  

Depreciation and amortization

    88       70       177       180  

Income tax expense

    12       10       21       21  

EBITDA profit (loss)

  $ 1,063     $ 1,099     $ 487     $ 946  

Stock based compensation

    160       107       299       213  

Adjusted EBITDA profit (loss)

  $ 1,223     $ 1,116     $ 786     $ 1,159