Current Report Filing (8-k)
August 17 2020 - 12:44PM
Edgar (US Regulatory)
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 17, 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
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000-33627
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20-2027651
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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110 E. Old Settlers Road
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Round Rock, Texas
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78664
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(Address of principal executive offices)
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(Zip Code)
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(512) 310-1000
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(Registrant’s telephone number, including area code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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.
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Results of Operations and Financial Condition.
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On Monday, August 17, 2020, TSS, Inc. (the “Company”), issued a
press release reporting certain financial results of the Company
for the three months and six months ended June 30, 2020. 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 17, 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, including the
impact of the COVID-19 pandemic, 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.
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Financial Statements and Exhibits.
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99.1 Press Release, dated August 17,
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:
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/s/ John Penver
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John Penver
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Chief Financial Officer
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Date: August 17, 2020
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