Form 8-K

8-K — TSS, Inc.

Accession: 0001654954-26-004536

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001320760

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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

May 7, 2026

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.)

1800 Aviation Drive, Suite 100, Georgetown Texas 78628

(Address of principal executive offices and zip code)

(512) 310-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, 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 (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

Ticker Symbol

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

TSSI

Nasdaq Capital Market

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, May 7, 2026, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three months ended March 31, 2026. 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, May 7, 2026, at 5:00 p.m. Eastern Time.

The information under Item 2.02 of this Report, including Exhibit 99.1 attached hereto, 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, 2025. 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 May 7, 2026

104

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

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.

Date: May 7, 2026

By:

/s/ Daniel M. Chism

Daniel M. Chism

Chief Financial Officer

EX-99.1 — PRESS RELEASE

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EXHIBIT 99.1

TSS Reports First Quarter 2026 Financial Results

Total Revenue of $55.3 Million

Systems Integration Revenue Increased 88% Year-Over-Year

Refines Full-Year 2026 Outlook; Now Expects Adjusted EBITDA Toward High End of $20 to $22 Million Range

GEORGETOWN, TEXAS – May 7, 2026 – 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 first quarter ended March 31, 2026.

“We delivered strong growth in our higher margin Systems Integration business in the first quarter, with revenue increasing 88% year over year, driven by strong customer demand and solid operational execution with growth particularly high in our AI activities,” said Darryll Dewan, CEO of TSS, Inc. “Total revenue comparisons were affected by record high volumes in the first quarter of last year in our lower-margin Procurement business, which can vary from quarter to quarter. Importantly, our first quarter results were in line with our expectations, underscore the strength of our core business and reinforce our confidence in achieving our outlook for the full year.

“Our Georgetown, Texas AI rack integration facility has been running at increasing scale for six months. As a result, our quarterly EBITDA levels have grown and will continue to grow along with AI rack volumes. We are working to expand the markets we serve in terms of both customers and service offering. We have strengthened our leadership team with the addition of a chief strategy officer and a chief technology officer, whose deep industry expertise, proven leadership and extensive global networks position us to accelerate both organic expansion and strategic growth initiatives within our current customer base as well as opportunities to expand beyond our current customers.”

First Quarter 2026 Financial Highlights:

(All comparisons are to First Quarter 2025)

Revenues of $55.3 million, down 44%

Procurement revenues of $40.0 million, down 56%

Systems Integration revenues of $14.1 million, up 88%

Facilities Management revenues of $1.3 million, down 1%

Gross profit of $8.8 million, down 4%

Reflects current year $0.9 million allocation of depreciation to COGS

Net income of $2.3 million, down 24%

Reflects full impact of income taxes following removal of valuation allowance on deferred tax asset in Q4 2025

Diluted EPS of $0.08 compared to $0.12

Adjusted EBITDA of $5.3 million, up 1%, reflecting a shift in total revenues to higher margin systems integration

2026 Outlook

Dewan concluded, “We maintain our outlook for Adjusted EBITDA in the range of $20 million to $22 million for 2026 with performance expected toward the higher end of the range. Our forecast reflects a prudent view on component availability, with total integration demand continuing to exceed the volume incorporated into our outlook.”

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 804808. 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.webcaster5.com/Webcast/Page/2294/53895.

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 and bank factoring costs, income taxes, depreciation and amortization, impairment loss on goodwill and other intangibles, stock-based compensation, 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; this reconciliation is located under the heading “Adjusted EBITDA Reconciliation” following the Consolidated Statements of Operations included in this press release. The Company is unable to provide a reconciliation of forward-looking Adjusted EBITDA to GAAP net income because certain reconciling items are outside the Company’s control or cannot be reasonably predicted without unreasonable efforts. These items may include stock-based compensation expense, fluctuations in prevailing interest rates and the resulting impacts on bank factoring fees, interest expense and interest income, and other adjustments that may be material.

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' 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,” “forecast,” “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, 2025. 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

tssi@haydenir.com

dchism@tssiusa.com

-- Tables Follow –

TSS, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

March 31,

2026

(Unaudited)

December 31,

2025

Current Assets:

Cash and cash equivalents

$ 65,973

$ 85,510

Contract and other receivables, net

10,582

12,501

Costs and estimated earnings in excess of billings on uncompleted contracts

363

3,011

Inventories, net

8,091

15,966

Restricted cash

1,811

Prepaid expenses and other current assets

1,886

1,642

Total current assets

88,706

118,630

Property and equipment, net

37,498

38,076

Lease right-of-use asset

14,919

15,294

Goodwill

780

Deferred tax asset, net of valuation allowance

7,601

7,917

Other assets

4,073

4,238

Total assets

$ 153,577

$ 184,935

Current Liabilities:

Accounts payable

$ 23,287

$ 46,362

Accrued expenses and other current liabilities

8,879

6,273

Deferred revenues, current

2,307

13,928

Long-term debt, current

4,084

4,010

Lease liabilities, current

2,049

1,994

Total current liabilities

40,606

72,567

Non-current Liabilities:

Long-term debt, non-current

12,959

14,004

Lease liabilities, non-current

21,100

21,629

Deferred revenues, non-current

134

Other non-current liabilities

102

100

Total non-current liabilities

34,295

35,733

Total liabilities

74,901

108,300

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock

Common stock

Additional paid-in capital

121,607

121,842

Treasury stock, at cost

Accumulated deficit

(42,934 )

(45,210 )

Total stockholders’ equity

78,676

76,635

Total liabilities and stockholders’ equity

$ 153,577

$ 184,935

TSS, Inc.

Consolidated Statements of Operations

(Unaudited, In thousands except per-share values)

Three Months Ended March 31,

2026

2025

Revenues:

Procurement

$ 39,980

$ 90,177

Facilities management

1,290

1,298

Systems integration

14,076

7,484

Total revenues

55,346

98,959

Cost of revenues

45,604

89,749

Cost of revenues - depreciation

936

Total cost of revenues

46,540

89,749

Gross profit

8,806

9,210

Operating expenses:

Selling, general and administrative

5,522

4,887

Depreciation and amortization

306

210

Bank factoring fees

704

1,468

Total operating expenses

6,532

6,565

Income from operations

2,274

2,645

Interest expense

333

Interest income

(725 )

(383 )

Other expense (income)

(1 )

Pre-tax income

2,667

3,028

Income tax expense

391

Net income

$ 2,276

$ 2,979

Earnings per common share - Basic

$ 0.08

$ 0.13

Earnings per common share - Diluted

$ 0.08

$ 0.12

TSS, Inc.

Adjusted EBITDA Reconciliation (GAAP to non-GAAP)

(Unaudited, In thousands)

Three Months Ended March 31,

2026

2025

Net income

$ 2,276

$ 2,979

Interest expense

333

Bank factoring fees

704

1,468

Interest income

(725 )

(383 )

Depreciation and amortization

1,242

210

Income tax expense

391

EBITDA

$ 4,221

$ 4,323

Stock based compensation

1,050

921

Adjusted EBITDA

$ 5,271

$ 5,244

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