TSS, Inc 8-K, filed Nov 13, 2025
TSS, Inc. (TSSI)
About this 8-K
TSS, Inc filed this 8-K on November 13, 2025, reporting on events of November 11, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 2.02. | Results of Operations and Financial condition. |
On Thursday, November 13, 2025, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and nine months ended September 30, 2025. 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, November 13, 2025, 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, 2024. 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.
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 11, 2025 Vivek Mohindra was appointed to the board of directors of TSS, Inc. (the “Company”) as a Class III director for a term expiring at the 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified. In connection with the appointment of Dr. Mohindra to the board, the Company granted Dr. Mohindra options to acquire 6,000 shares of the Company’s common stock, and Dr. Mohindra will receive an annual retainer of $40,000 for his board service.
Dr. Mohindra, age 57, currently serves as the Special Advisor to the Vice Chair and Chief Operating Officer of Dell Technologies since June 2025, where he works on special projects related to growth and AI. Dr. Mohindra previously served as the Senior Vice President and Chief Strategy Officer, and as Senior Vice President, Client Solutions Group, focused on as-a-service and thin client business of Dell Technologies starting in May 2020. From 2013 to 2020, Dr. Mohindra was a General Partner at New Science Ventures, where he led the technology investments segment of the firm. From 2010 to 2013, Dr. Mohindra served as an Operating Group Partner of TPG Capital working with portfolio companies on strategy, growth and operational issues, and with deal teams on due diligence. From 2008 to 2011, Dr. Mohindra served as Senior Vice President of Strategy and Business Transformation for Freescale Semiconductor, focused on portfolio strategy, operations improvements and preparing for Freescale Semiconductor's initial public offering. Dr. Mohindra has earned a Bachelor of Engineering degree from the Indian Institute of Technology, a Master of Science and PhD in chemical engineering as well as a Master of Business Administration from the Massachusetts Institute of Technology.
Item 8.01. | Other Events. |
On November 13, 2025, the Company issued a press release announcing Dr. Mohindra’s appointment to the Company’s board of directors. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. | Financial Statements and Exhibits. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. |
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| By: | /s/ Daniel M. Chism |
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| Daniel M. Chism |
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| Chief Financial Officer |
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Date: November 13, 2025
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EXHIBIT 99.1
TSS Reports Third Quarter 2025 Financial Results
Year-to-date revenue of $184.8 million, up 88%
2025 Outlook Updated to Reflect Growth Investments
GEORGETOWN, TEXAS – Nov. 13, 2025 – 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 third quarter ended September 30, 2025.
“Our year-to-date revenue growth of 88% and Adjusted EBITDA improvement of 59% underscore the strength and momentum of our business. This quarter’s procurement revenues reflect a comparison against last year’s exceptionally strong Q3 results. In our Systems Integration business, where we deliver infrastructure to serve the exploding AI market, the volume of racks we integrated was lower than expected due to unforeseen operational requirements. We have implemented new procedures and processes and are seeing dramatically higher rack volumes in our fourth quarter. Costs reflect a full quarter of our new factory that in the third quarter were not matched by the additional revenues we expect to increase beginning in the fourth quarter plus additional investment in the facility itself”, said Darryll Dewan, CEO of TSS, Inc.
Third Quarter 2025 Financial Highlights:
(All comparisons are to Third Quarter 2024 unless otherwise noted)
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| · | Revenues of $41.9 million, down 40% |
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| o | Procurement revenues of $31.1 million, down 49% |
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| o | Systems Integration revenues of $9.2 million, up 20% |
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| o | Facilities Management revenues of $1.6 million, down 19% |
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| · | Gross profit of $4.6 million, down 41% |
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| o | Reflects current year allocation of depreciation to COGS |
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| · | Net loss of $1.5 million compared to net income of $2.6 million in Q3 2024 |
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| · | Diluted EPS of ($0.06) compared to $0.10 |
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| · | Adjusted EBITDA of $1.5 million, down 66% |
Year-to-Date 2025 Financial Highlights
(All comparisons are to the First Nine Months of 2024 unless otherwise noted)
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| · | Revenues of $184.8 million, up 88% |
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| o | Procurement revenues of $154.3 million, up 100% |
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| o | Systems Integration revenues of $26.1 million, up 78% |
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| o | Facilities Management revenues of $4.4 million, down 32% |
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| · | Gross profit of $21.0 million, up 39% |
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| · | Net income of $3.0 million, down 27% |
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| · | Diluted EPS of $0.11, down from $0.16 |
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| · | Adjusted EBITDA of $10.7 million, up 59% |
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Fourth Quarter Outlook
Dewan added, “Two years of rapid growth, a focus on operational excellence and strong relationships with key partners have driven our performance year-to-date. We expect elevated performances from Procurement although the government shutdown may impact pipeline orders closing in the calendar year. Systems Integration and Facilities Management should both have stronger results in the fourth quarter, resulting in a strong rebound in quarterly EBITDA. Accordingly, we are updating our full year 2025 Adjusted EBITDA outlook to a range between 50% and 75% growth compared to 2024. This run rate should carry into 2026 and result in another year of rapid revenue and EBITDA growth.”
The Company will conduct a conference call at 5 p.m. Eastern time today. To participate on the conference call, please dial 877-545-0523 toll free from the U.S. or Canada. Other international callers may access the call at 1-973-528-0016. The event ID number is 370784. 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/2294/53175.
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, 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.
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.
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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 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, 2024. 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.
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| Contacts: Hayden IR James Carbonara (646) 755-7412 Brett Maas (646) 536-7331 tssi@haydenir.com | TSS, Inc. Danny Chism, CFO (512) 310-4908 dchism@tssiusa.com |
-- Tables Follow –
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TSS, Inc.
Consolidated Balance Sheets
(In thousands except par values)
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| September 30, 2025 |
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| December 31, 2024 |
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| (unaudited) |
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| Current Assets: |
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| Cash and cash equivalents |
| $ | 70,696 |
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| $ | 23,222 |
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| Contract and other receivables, net |
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| 14,785 |
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| 16,203 |
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| Costs and estimated earnings in excess of billings on uncompleted contracts |
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| 2,353 |
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| 851 |
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| Inventories, net |
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| 11,321 |
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| 17,673 |
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| Prepaid expenses and other current assets |
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| 1,176 |
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| 248 |
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| Total current assets |
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| 100,331 |
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| 58,197 |
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| Property and equipment, net |
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| 39,063 |
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| 8,591 |
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| Lease right-of-use asset |
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| 15,835 |
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| 24,213 |
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| Goodwill |
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| 780 |
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| 780 |
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| Restricted cash |
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| 5,000 |
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| - |
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| Other assets |
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| 4,403 |
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| 4,787 |
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| Total assets |
| $ | 165,412 |
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| $ | 96,568 |
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| Current Liabilities: |
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| Accounts payable and accrued expenses |
| $ | 48,591 |
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| $ | 53,340 |
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| Deferred revenues, current |
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| 11,700 |
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| 2,613 |
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| Long-term debt, current |
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| 4,906 |
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| - |
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| Lease liabilities, current |
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| 813 |
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| 966 |
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| Total current liabilities |
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| 66,010 |
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| 56,919 |
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| Non-current Liabilities: |
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| Long-term debt, non-current |
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| 18,989 |
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| 8,200 |
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| Lease liabilities, non-current |
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| 16,640 |
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| 23,540 |
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| Deferred revenues, non-current |
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| 363 |
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| 771 |
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| Total non-current liabilities |
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| 35,992 |
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| 32,511 |
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| Total liabilities |
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| 102,002 |
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| 89,430 |
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| Commitments and Contingencies |
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| Stockholders’ Equity: |
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| Preferred stock |
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| - |
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| - |
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| Common stock |
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| 3 |
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| 3 |
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| Additional paid-in capital |
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| 132,401 |
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| 74,200 |
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| Treasury stock, at cost |
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| (11,624 | ) |
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| (6,730 | ) |
| Accumulated deficit |
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| (57,370 | ) |
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| (60,335 | ) |
| Total stockholders’ equity |
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| 63,410 |
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| 7,138 |
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| Total liabilities and stockholders’ equity |
| $ | 165,412 |
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| $ | 96,568 |
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TSS, Inc.
Unaudited Condensed Consolidated Statements of Operations
(In thousands except per-share values)
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| Three Months Ended September 30, |
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| Nine Month Ended September 30, |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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| Revenues: |
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| Procurement |
| $ | 31,101 |
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| $ | 60,484 |
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| $ | 154,280 |
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| $ | 77,022 |
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| Facilities management |
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| 1,591 |
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| 1,954 |
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| 4,371 |
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| 6,384 |
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| Systems integration |
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| 9,191 |
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| 7,630 |
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| 26,161 |
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| 14,713 |
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| Total revenues |
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| 41,883 |
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| 70,068 |
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| 184,812 |
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| 98,119 |
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| Cost of revenues |
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| 36,221 |
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| 62,181 |
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| 162,125 |
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| 82,982 |
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| Cost of revenues - depreciation |
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| 1,027 |
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| - |
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| 1,645 |
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| - |
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| Total cost of revenues |
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| 37,248 |
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| 62,181 |
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| 163,770 |
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| 82,982 |
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| Gross profit |
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| 4,635 |
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| 7,887 |
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| 21,042 |
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| 15,137 |
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| Operating expenses: |
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| Selling, general and administrative |
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| 5,238 |
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| 3,885 |
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| 14,860 |
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| 8,993 |
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| Depreciation and amortization |
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| 328 |
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| 208 |
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| 764 |
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| 397 |
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| Total operating expenses |
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| 5,566 |
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| 4,093 |
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| 15,624 |
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| 9,390 |
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| Income (loss) from operations |
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| (931 | ) |
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| 3,794 |
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| 5,418 |
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| 5,747 |
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| Interest expense |
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| 954 |
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| 1,309 |
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| 3,281 |
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|
| 2,015 |
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| Interest (income) |
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| (434 | ) |
|
| (168 | ) |
|
| (992 | ) |
|
| (374 | ) |
| Other (income) |
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| (4 | ) |
|
| (13 | ) |
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| (4 | ) |
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| (13 | ) |
| Pre-tax income (loss) |
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| (1,447 | ) |
|
| 2,666 |
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|
| 3,133 |
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|
| 4,119 |
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| Income taxes |
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| 50 |
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|
| 20 |
|
|
| 168 |
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|
| 56 |
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| Net income (loss) |
| $ | (1,497 | ) |
| $ | 2,646 |
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| $ | 2,965 |
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| $ | 4,063 |
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| Earnings (loss) per common share - Basic |
| $ | (0.06 | ) |
| $ | 0.12 |
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| $ | 0.12 |
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| $ | 0.18 |
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| Earnings (loss) per common share - Diluted |
| $ | (0.06 | ) |
| $ | 0.10 |
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| $ | 0.11 |
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| $ | 0.16 |
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TSS, Inc.
Adjusted EBITDA Reconciliation (GAAP to non-GAAP)
(In thousands, unaudited)
|
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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| Net income (loss) |
| $ | (1,497 | ) |
| $ | 2,646 |
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| $ | 2,965 |
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| $ | 4,063 |
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| Interest expense, net |
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| 520 |
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| 1,128 |
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| 2,289 |
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|
| 1,628 |
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| Depreciation and amortization |
|
| 1,355 |
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|
| 208 |
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|
| 2,409 |
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| 397 |
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| Income tax provision |
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| 50 |
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| 20 |
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|
| 168 |
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|
| 56 |
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| EBITDA |
| $ | 428 |
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| $ | 4,002 |
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| $ | 7,831 |
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| $ | 6,144 |
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| Stock based compensation |
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| 1,030 |
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|
| 299 |
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| 2,881 |
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|
| 604 |
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| Adjusted EBITDA |
| $ | 1,458 |
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| $ | 4,301 |
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| $ | 10,712 |
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| $ | 6,748 |
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EXHIBIT 99.2
TSS Strengthens AI and High-Performance Computing Strategy with Appointment of
Technology Industry Veteran Vivek Mohindra to Board of Directors
GEORGETOWN, TEXAS – November 13, 2025 – TSS, Inc. (Nasdaq: TSSI), a data center services company that provides AI and high-performance computing infrastructure and software integration services, today announced the appointment of Vivek Mohindra to its Board of Directors. Mohindra has more than 25 years of experience in strategy, investment, and business transformation across the technology sector, with deep expertise in AI transformation.
“We are thrilled to welcome Vivek to the TSS Board at such a pivotal time for our company and the industry,” said Darryll Dewan, CEO of TSS. “His deep expertise in AI-driven transformation and go-to-market strategy at a global scale, with Dell Technologies, is directly applicable to our mission. Vivek’s strategic insights will be invaluable as we help our clients navigate the complexities of deploying and scaling AI infrastructure and reinforcing our position as a critical partner in the AI ecosystem.”
Mohindra currently serves as Special Advisor to the Vice Chair & COO of Dell Technologies, where he works closely with executive leadership on growth and AI-led modernization initiatives. He previously held the role of Chief Strategy Officer at Dell, leading value-creation initiatives related to growth and company-wide transformation including go-to-market. His career also includes senior leadership roles at McKinsey & Company, TPG, Freescale Semiconductors and New Science Ventures, and board roles at several companies including GlobalFoundries and CyberOptics.
“I’m honored to join the TSS Board and contribute to its impressive growth trajectory,” said Vivek Mohindra. “TSS plays a crucial role by providing the essential integration services that bridge the gap between powerful computing hardware and real-world AI deployment. The demand for these specialized services is accelerating, and TSS has a great opportunity to broaden its capabilities and customer base. I look forward to working with Darryll and the entire team toward these ends and deliver exceptional value to clients and shareholders.”
Mohindra holds a B.E. in Chemical Engineering from the Indian Institute of Technology (Roorkee) and concurrent MBA and Ph.D. degrees in Chemical Engineering from MIT. He resides in Austin, Texas.
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's 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," "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; 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, 2024. 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: |
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| Hayden IR James Carbonara (646) 755-7412 Brett Maas (646) 536-7331 tssi@haydenir.com | TSS, Inc. Danny Chism, CFO (512) 310-4908 dchism@tssiusa.com |