8-K

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

November 14, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of  the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Wednesday, November 14, 2018, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and nine months ended September 30, 2018. 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 Wednesday, November 14, 2018, 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’s independent registered public accounting firm’s reports on the Company’s 2016 and 2017 financial statements contain an explanatory paragraph that expresses substantial doubt about the Company’s ability to continue as a “going concern”; 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, 2017. 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 November 14, 2018

SIGNATURES 

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: November 14, 2018

EX-99.1

Exhibit 99.1

TSS, INC. REPORTS THIRD QUARTER 2018 RESULTS

ROUND ROCK, TX – November 14, 2018 – TSS, Inc. (Other OTC: TSSI), a data center facilities and technology services company, reported results for its third quarter ended September 30, 2018.

Third Quarter Highlights:

● Third quarter 2018 revenue of $6.4 million compared with $4.9 million in the third quarter of 2017 and $5.4 million in the second quarter of 2018.

● Gross margin of 39% in the third quarter of 2018 compared with 42% in the third quarter of 2017.

● Achieved operating income of $771,000 in the third quarter of 2018 compared to operating income of $393,000 in the third quarter of 2017.

● Net income of $652,000 or $0.04 per share in the third quarter of 2018 compared to net income of $298,000 or $0.02 per share in the third quarter of 2017.

● Adjusted EBITDA of $924,000 compared with Adjusted EBITDA of $526,000 in the third quarter of 2017.

Year-to-date Highlights:

● Year-to-date 2018 revenue of $16.6 million compared with $13.5 million in 2017.

● Gross margin of 39% in 2018 compared with 42% in 2017.

● Achieved operating income of $1,403,000 in 2018 compared to operating income of $766,000 in 2017.

● Net income of $1,050,000 or $0.06 per share in 2018 compared to net income of $527,000 or $0.03 per share in 2017.

● Adjusted EBITDA of $1.9 million in 2018 compared with Adjusted EBITDA of $1.2 million in 2017.

“We are pleased with our quarterly results as we continue to execute on revenue growth and bottom line improvement. We nearly doubled our bottom line year over year.” said Anthony Angelini, President and Chief Executive Officer of TSS. “We are positioned for a strong completion of 2018 and carry solid momentum into 2019. Congratulations to our entire team for delivering these results.”

Quarterly Conference Call Details 

The Company has scheduled a conference call to discuss the third quarter 2018 financial results for Wednesday, November 14, 2018 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 47821104#. 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 December 14, 2018. 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 4782 1104#. 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 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.

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: our independent registered public accounting firm’s reports on our 2016 and 2017 financial statements contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern; 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, 2017. 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)

		September 30,			December 31,
		2018			2017
		(unaudited)
Assets
Current Assets
	Cash and cash equivalents	$	3,186		$	2,268
	Contract and other receivables, net		2,620			990
	Costs and estimated earnings in excess of billings on uncompleted contracts		311			223
	Inventories, net		83			134
	Prepaid expenses and other current assets		217			114
	Total current assets		6,417			3,729
Property and equipment, net			408			418
Goodwill			1,907			1,907
Intangible assets, net			470			561
Other assets			109			112
	Total assets	$	9,311		$	6,727
Liabilities and Stockholders’ Equity
Current Liabilities
	Accounts payable and accrued expenses	$	3,088		$	2,841
	Deferred revenues		3,330			2,494
	Total current liabilities		6,418			5,335
Convertible notes, less current portion, net			1,795			1,656
Deferred revenues – noncurrent portion			126			-
Other liabilities			498			41
	Total liabilities		8,388			7,032
Stockholders’ Equity (Deficit)
	Preferred stock- $.0001 par value; 1,000 shares authorized at September 30, 2018 and December 31, 2017; none issued		-			-
	Common stock- $.0001 par value, 49,000 shares authorized at September 30, 2018 and December 31, 2017: 16,316 shares issued at both September 30, 2018 and December 31, 2017		2			2
	Additional paid-in capital		69,066			68,886
	Treasury stock 772 and 769 shares at cost at September 30, 2018 and December 31, 2017, respectively		(1,538	)		(1,536	)
	Accumulated deficit		(66,607	)		(67,657	)
	Total stockholders' equity (deficit)		923			(305	)
	Total liabilities and stockholders’ equity (deficit)	$	9,311		$	6,727

TSS, Inc.

Condensed Consolidated Statements of Operations

(In thousands except per-share values, unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2018			2017			2018			2017
Results of Operations:
	Revenue	$	6,371		$	4,898		$	16,587		$	13,485
	Cost of revenue, excluding depreciation and amortization		3,855			2,818			10,140			7,792
	Gross profit, excluding depreciation and amortization		2,516			2,080			6,447			5,693
	Operating expenses:
	Selling, general and administrative		1,654			1,578			4,747			4,876
	Depreciation and amortization		91			109			297			372
	Gain on sale of business component		-			-			-			(321	)
	Total operating costs		1,745			1,687			5,044			4,927
	Operating income		771			393			1,403			766
	Interest income (expense), net		(102	)		(82	)		(306	)		(233	)
	Other income (expense), net		-			-			-			(3	)
	Income before income taxes		669			311			1,097			530
	Income tax expense		17			13			47			3
	Net income	$	652		$	298		$	1,050		$	527
Basic net income per Share:		$	0.04		$	0.02		$	0.06		$	0.03
Diluted net income per share		$	0.03		$	0.02		$	0.05		$	0.03

TSS, Inc.

Adjusted EBITDA Reconciliation

(In thousands, unaudited)

	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
	2018		2017		2018		2017
Net income	$	652	$	298	$	1,050	$	527
Interest income, net		102		82		306		233
Depreciation and amortization		91		109		297		372
Income tax expense		17		13		47		3
EBITDA profit	$	862	$	502	$	1,700	$	1,135
Stock based compensation		62		24		177		61
Provision for bad debts		-		-		-		2
Adjusted EBITDA	$	924	$	526	$	1,877	$	1,198