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, 2014
Date of Report (Date of earliest event reported)
TSS, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
001-33627 |
20-2027651 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
7226 Lee DeForest Drive, Suite 104 |
|
|
Columbia, Maryland |
|
21046 |
(Address of principal executive offices) |
|
(Zip Code) |
(410) 423-7438
(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)) |
Item 2.02. |
Results of Operations and Financial Condition. |
On Thursday, August 14, 2014, TSS, Inc.
(the “Company”), issued a press release reporting certain financial results of the Company for the three and six months
ended June 30, 2014. A copy of the press release is being furnished herewith as Exhibit 99.1.
The Company’s financial results contain
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, August 14, 2014, at 4:30 p.m., Eastern Daylight 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’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 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, 2013. 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 14, 2014. |
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/ Anthony Angelini |
|
|
Anthony Angelini |
|
|
President and Chief Executive Officer |
|
|
|
Date: August 14, 2014 |
|
|
![TSS, Inc. logo.](image_001.jpg)
Company Contact:
TSS, Inc.
Anthony Angelini, Chief Executive Officer
Phone: (410) 423-7300
TSS, INC. REPORTS
SECOND QUARTER 2014 FINANCIAL RESULTS
COLUMBIA, MD – August 14, 2014
– TSS, Inc. (Other OTC: TSSI), a data center and mission critical
facilities and technology services company, today announced financial results for the second quarter ended June 30, 2014.
Anthony Angelini, Chief Executive Officer of TSS, stated, “Our
second quarter results were below our expectations and do not reflect the potential of our company. Earlier in the year, we changed
several members of our sales organization resulting in improved sales activity for the business solutions we are emphasizing.
That said, some key customer projects that we planned would occur in the second quarter slipped to later in the year. Our pipeline
activity levels are affirming our belief that the markets we serve are large and growing.”
Commenting further, Angelini stated, “We are managing
our capital carefully and have continued to reduce costs in certain areas of the business as we evolve the mix of our business.
We expect to see results in the second half of the year that demonstrate we can profitably grow the business.”
Second Quarter Financial Highlights:
| ● | Second quarter 2014 revenue of $6.3 million compared
with $7.0 million in the second quarter of 2013. Year-to-date 2014 revenue of $13.4 million
compared with $21.1 million in 2013. |
| ● | Gross profit of $1.7 million compared with $2.0 million
in the second quarter of 2013. |
| ● | Gross Margin of 26% compared with 28% in the second quarter
of 2013. Year-to-date gross margin in 2014 of 29% compare with 22% in 2013. |
| ● | Normalized Adjusted EBITDA loss of $0.9 million compared
with Normalized Adjusted EBITDA loss of $0.4 million in the second quarter of 2013. |
| ● | Net loss of $1.3 million, or $(0.09) per basic and diluted
share, compared with net loss of $1 million or $(0.07) per basic and diluted share, in
the second quarter of 2013. |
Quarterly Conference Call Details
The Company has scheduled a conference
call to discuss the second quarter 2014 financial results for today at 4:30PM Eastern. To participate on the conference call,
please dial 800-434-1335 toll free from the U.S., or 404-920-6442, conference code 673439#.
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 http://ir.totalsitesolutions.com/events.cfm.
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 Sunday, September 14,
2014. The audio replay can be accessed by dialing 1-800-920-7487 locally or 404-920-1710
toll free then enter conference ID number * 673439#. 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 90 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 and certain other costs. 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 have been reconciled to the nearest GAAP measure, and this reconciliation is located under the heading "Normalized
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. www.totalsitesolutions.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,"
"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'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 rapid technological, structural, and competitive changes affecting the industries the
Company serves; risks involved in properly managing complex projects; risks relating 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 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, 2013. 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.
TSS, Inc.
Condensed Consolidated
Balance Sheets
(In thousands
except par values)
| |
June 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
(unaudited) | | |
| |
Current Assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 1,393 | | |
$ | 3,291 | |
Restricted cash | |
| 180 | | |
| 501 | |
Contract and other receivables, net | |
| 6,063 | | |
| 8,410 | |
Costs and estimated earnings in excess of billings on uncompleted
contracts | |
| 799 | | |
| 544 | |
Inventories, net | |
| 217 | | |
| 217 | |
Prepaid expenses and other current assets | |
| 446 | | |
| 448 | |
Total current assets | |
| 9,098 | | |
| 13,411 | |
Fixed assets, net | |
| 585 | | |
| 437 | |
Goodwill | |
| 1,907 | | |
| 1,907 | |
Intangible assets, net | |
| 1,047 | | |
| 1,116 | |
Other assets | |
| 108 | | |
| 154 | |
Total assets | |
$ | 12,745 | | |
$ | 17,025 | |
| |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Convertible notes payable, current portion, net | |
$ | 42 | | |
$ | 137 | |
Borrowings under credit facility | |
| 4,000 | | |
| 3,000 | |
Accounts payable and accrued expenses | |
| 4,451 | | |
| 7,590 | |
Billings in excess of costs and estimated earnings on uncompleted
contracts | |
| 2,244 | | |
| 2,316 | |
Total current liabilities | |
| 10,737 | | |
| 13,043 | |
Convertible notes payable, less current portion, net | |
| 700 | | |
| 723 | |
Other liabilities | |
| 2 | | |
| 9 | |
Total liabilities | |
| 11,439 | | |
| 13,775 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Preferred stock, $.0001 par value; 1,000 shares authorized
at June 30, 2014 and December 31, 2013; none issued | |
| - | | |
| - | |
Common stock, $.0001 par value; 49,000 shares authorized
at June 30, 2014 and December 31, 2013; 15,845 and 15,395 issued at June 30, 2014 and December 31, 2013, respectively | |
| 2 | | |
| 2 | |
Additional paid-in capital | |
| 67,402 | | |
| 67,152 | |
Treasury stock 845 and 823 shares at cost at June 30, 2014
and December 31, 2013, respectively | |
| (1,512 | ) | |
| (1,512 | ) |
Accumulated deficit | |
| (64,586 | ) | |
| (62,392 | ) |
Total stockholders' equity | |
| 1,306 | | |
| 3,250 | |
Total liabilities and stockholders’
equity | |
$ | 12,745 | | |
$ | 17,025 | |
TSS, Inc.
Unaudited Condensed
Consolidated Statements of Operations
(In thousands,
except per-share amounts, unaudited)
| |
Three Months Ended
June 30 | | |
Six
Months Ended June 30 | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Results of Operations: | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 6,302 | | |
$ | 6,952 | | |
$ | 13,361 | | |
$ | 21,070 | |
Cost of revenue | |
| 4,643 | | |
| 4,981 | | |
| 9,467 | | |
| 16,340 | |
Gross profit | |
| 1,659 | | |
| 1,971 | | |
| 3,894 | | |
| 4,730 | |
| |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative
expenses | |
| 2,771 | | |
| 2,819 | | |
| 5,710 | | |
| 5,528 | |
Depreciation
and amortization | |
| 118 | | |
| 62 | | |
| 241 | | |
| 112 | |
Total operating costs | |
| 2,889 | | |
| 2,881 | | |
| 5,951 | | |
| 5,640 | |
Loss from operations | |
| (1,230 | ) | |
| (910 | ) | |
| (2,057 | ) | |
| (910 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense,
net | |
| (72 | ) | |
| (39 | ) | |
| (137 | ) | |
| (63 | ) |
Other expense | |
| - | | |
| (15 | ) | |
| - | | |
| (15 | ) |
Loss from operations before
income taxes | |
| (1,302 | ) | |
| (964 | ) | |
| (2,194 | ) | |
| (988 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax provision | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
$ | (1,302 | ) | |
$ | (964 | ) | |
$ | (2,194 | ) | |
$ | (988 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted loss
per share: | |
| | | |
| | | |
| | | |
| | |
Loss per common share | |
$ | (0.09 | ) | |
$ | (0.07 | ) | |
$ | (0.15 | ) | |
$ | (0.07 | ) |
Weighted average common shares outstanding | |
| 14,475 | | |
| 14,386 | | |
| 14,473 | | |
| 14,368 | |
TSS, Inc.
Normalized Adjusted
EBITDA Reconciliation
(In thousands,
except per-share amounts, unaudited)
| |
Unaudited | | |
Unaudited | |
| |
For the Three Months Ended June 30 | | |
For the Six Months Ended June 30 | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Net income
(loss) | |
$ | (1,302 | ) | |
$ | (964 | ) | |
$ | (2,194 | ) | |
$ | (988 | ) |
Interest (income) expense,
net | |
$ | 72 | | |
$ | 39 | | |
$ | 137 | | |
$ | 63 | |
Depreciation and amortization | |
$ | 118 | | |
$ | 62 | | |
$ | 241 | | |
$ | 112 | |
EBITDA | |
$ | (1,112 | ) | |
$ | (863 | ) | |
$ | (1,816 | ) | |
$ | (813 | ) |
Stock based compensation | |
$ | 117 | | |
$ | 117 | | |
$ | 250 | | |
$ | 225 | |
Provision for bad debts | |
$ | 56 | | |
$ | 3 | | |
$ | 56 | | |
$ | 3 | |
Adjusted
EBITDA | |
$ | (939 | ) | |
$ | (743 | ) | |
$ | (1,510 | ) | |
$ | (585 | ) |
Other charges | |
$ | 45 | | |
$ | 69 | | |
$ | 277 | | |
$ | 69 | |
Acquisition expenses | |
| | | |
$ | 244 | | |
| | | |
$ | 244 | |
Normalized
adjusted EBITDA | |
$ | (894 | ) | |
$ | (430 | ) | |
$ | (1,233 | ) | |
$ | (272 | ) |
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