Form 8-K

8-K — TSS, Inc.

Accession: 0001654954-26-007587

Filed: 2026-08-13

Period: 2026-08-13

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

August 13, 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, August 13, 2026, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and six months ended June 30, 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, August 13, 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 August 13, 2026

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/ Daniel M. Chism

Daniel M. Chism

Chief Financial Officer

Date: August 13, 2026

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EXHIBIT 99.1

TSS Reports Second Quarter 2026 Financial Results

Systems Integration Revenue Increased 46% Year-Over-Year, Representing 39% of Total Revenue

~$17 Million Investment Expected to Drive Increased Systems Integration Revenue from Next Generation AI Data Center Technology

GEORGETOWN, TEXAS – Aug. 13, 2026 – TSS, Inc. (Nasdaq: TSSI), a data center services company that provides integration and related services for AI and other high-performance computing infrastructure and software, today reported results for its second quarter ended June 30, 2026, showing a continued strategic shift of its revenue base toward higher margin AI and infrastructure services.

Systems integration revenue grew 46% year-over-year

Facilities management revenue grew 84%

Reduction in total revenues reflects shift from lower margin procurement business to higher margin systems integration and facilities management business lines

The company began deploying capital for its planned $17 million investment in readiness for the next generation of AI data center technology, which is expected to convert into higher systems integration revenues beginning in the third quarter of 2026

“Systems integration revenue represented 39% of total revenues in the quarter, compared with just 22% in the prior year quarter. Over time, we expect growth in Systems Integration will continue to outpace the other segments of our business given the strong demand signals we are seeing and our proven ability to address complex technology needs," said Darryll Dewan, CEO of TSS, Inc.

Second Quarter 2026 Financial Highlights:

(All comparisons are to Second Quarter 2025)

Revenues of $35.1 million, down 20%, with growth in higher margin business lines

Procurement revenues of $18.2 million, down 45%

Systems Integration revenues of $13.9 million, up 46%

Facilities Management revenues of $2.7 million, up 84%

Operating lease income of $0.3 million as we began warehouse operations May 1, 2026 using our previously idle former Round Rock integration facility

Gross profit of $8.0 million, up 11%

Pre-tax income up 19% on favorable leveraging of expense structure

Net income of $1.4 million and Diluted EPS of $0.05, compared to net income of $1.5 million and Diluted EPS of $0.06 after full tax provision, following Q4 2025 removal of valuation allowance on deferred tax asset

Adjusted EBITDA of $4.5 million, up 12%, reflecting a shift in total revenues to higher margin systems integration

Year-to-Date 2026 Financial Highlights:

(All comparisons are to the First Six Months of 2025)

Revenues of $90.5 million, down 37%, with growth skewed towards higher margin business lines

Procurement revenues of $58.2 million, down 53%

Systems Integration revenues of $28.0 million, up 65%

Facilities Management revenues of $4.0 million, up 44%

Gross profit of $16.8 million, up 2%

Reflects current period $1.9 million allocation of depreciation to COGS vs $0.6 million in the prior year period

Pre-tax income of $4.5 million, down only 1% despite comparison to record procurement revenues in the prior year period

Net income of $3.7 million and Diluted EPS of $0.13 compared to net income of $4.5 million and Diluted EPS of $0.17 after full tax provision, following Q4 2025 removal of valuation allowance on deferred tax asset

Adjusted EBITDA of $9.8 million, up 5%, reflecting a shift in total revenues to higher margin systems integration

2026 Outlook

Dewan concluded, “Looking ahead, we expect the second half of this year to be stronger than the first half with accelerated growth in Systems Integration as we continue to see strong demand across our business. We maintain our 2026 outlook for Adjusted EBITDA to be at the upper end of our $20 million to $22 million range.

Conference Call Details

The Company will conduct a conference call at 5 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 is 473873. 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/2294/54255.

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)

June 30, 2026

(Unaudited)

December 31,

2025

Current Assets:

Cash and cash equivalents

$ 67,679

$ 85,510

Contract and other receivables, net

14,320

12,501

Costs and estimated earnings in excess of billings on uncompleted contracts

205

3,011

Inventories, net

16,962

15,966

Restricted cash

1,811

Prepaid expenses and other current assets

1,944

1,642

Total current assets

102,921

118,630

Property and equipment, net

45,901

38,076

Lease right-of-use asset

14,569

15,294

Goodwill

780

Deferred tax asset, net of valuation allowance

7,242

7,917

Other assets

3,908

4,238

Total assets

$ 175,321

$ 184,935

Current Liabilities:

Accounts payable

$ 38,295

$ 46,362

Accrued expenses and other current liabilities

14,814

6,273

Deferred revenues, current

2,793

13,928

Long-term debt, current

4,161

4,010

Lease liabilities, current

2,117

1,994

Total current liabilities

62,180

72,567

Non-current Liabilities:

Long-term debt, non-current

11,919

14,004

Lease liabilities, non-current

20,568

21,629

Deferred revenues, non-current

255

Other non-current liabilities

103

100

Total non-current liabilities

32,845

35,733

Total liabilities

95,025

108,300

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock

Common stock

Additional paid-in capital

121,795

121,842

Accumulated deficit

(41,502 )

(45,210 )

Total stockholders’ equity

80,296

76,635

Total liabilities and stockholders’ equity

$ 175,321

$ 184,935

TSS, Inc.

Consolidated Statements of Operations

(Unaudited, In thousands except per-share values)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues

Procurement

$ 18,249

$ 33,002

$ 58,229

$ 123,179

Facilities management

2,723

1,482

4,013

2,780

System integration

13,880

9,486

27,956

16,970

Operating lease income

289

Total revenues

35,141

43,970

90,487

142,929

Cost of revenues

25,908

36,155

71,512

125,904

Cost of revenues - depreciation

989

618

1,925

618

Cost of lease operations

235

Total cost of revenues

27,132

36,773

73,672

126,522

Gross Profit

8,009

7,197

16,815

16,407

Operating Expenses:

Selling, general and administrative

5,560

4,735

11,082

9,622

Depreciation and amortization

320

226

626

436

Bank factoring fees

510

859

1,214

2,327

Loss on sale or disposal of assets

Total operating expenses

6,407

5,820

12,939

12,385

Income from operations

1,602

1,377

3,876

4,022

Interest expense

322

655

Interest income

(565 )

(175 )

(1,290 )

(558 )

Other expense (income)

(1 )

Pre-tax income

1,845

1,552

4,512

4,580

Income tax expense

413

804

118

Net income

$ 1,432

$ 1,483

$ 3,708

$ 4,462

Earnings per common share - Basic

$ 0.05

$ 0.06

$ 0.13

$ 0.19

Earnings per common share - Diluted

$ 0.05

$ 0.06

$ 0.13

$ 0.17

TSS, Inc.

Adjusted EBITDA Reconciliation (GAAP to non-GAAP)

(Unaudited, In thousands)

Three Months Ended June 30,

Six Month Ended June 30,

2026

2025

2026

2025

Net income

$ 1,432

$ 1,483

$ 3,708

$ 4,462

Interest expense

322

655

Bank factoring fees

510

859

1,214

2,327

Interest income

(565 )

(175 )

(1,290 )

(558 )

Depreciation and amortization

1,309

844

2,551

1,054

Income tax expense

413

804

118

EBITDA

$ 3,421

$ 3,080

$ 7,642

$ 7,403

Stock based compensation

1,049

930

2,099

1,851

Loss on sale or disposal of assets

Adjusted EBITDA

$ 4,487

$ 4,010

$ 9,758

$ 9,254

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration