TSS, Inc 8-K/A, filed Mar 16, 2026
TSS, Inc. (TSSI)
About this 8-K/A
TSS, Inc filed this 8-K/A on March 16, 2026, reporting on events of March 13, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM
Amendment #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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Explanatory Note
The purpose of this amendment is to change the Fourth Quarter Net Income and the percentage increase included in the press release filed as an exhibit to the Form 8-K filed on March 11, 2026. In that press release, the Fourth Quarter Net Income amount was incorrectly disclosed as $15.1 million and the percentage increase was incorrectly disclosed as 153%. The actual Fourth Quarter Net Income amount is $12.2 million and the actual percentage increase is 536%. Nothing else has been revised in this amended Form 8-K/A.
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Item 9.01. Financial Statements and Exhibits.
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. |
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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: March 13, 2026
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EXHIBIT 99.1
TSS Reports Fourth Quarter and Full-Year 2025 Financial Results
Full-Year 2025 Revenue of $246 million, up 66%
Diluted EPS of $0.56 up 133%
GEORGETOWN, TEXAS – March 11, 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 fourth quarter and year ended December 31, 2025.
“We are pleased to have surpassed the upper end of our outlook for 2025,” said Darryll Dewan, CEO of TSS, Inc. “Systems integration rack volumes at our new Georgetown facility came online mid-year and ramped in the fourth quarter, positioning the company for solid growth in 2026. Our business, providing high- performance computing solutions to global leaders in the AI and cloud infrastructure ecosystem, is scaling profitably. As customer requirements evolve, we continue to invest in our systems, processes, and people to improve efficiency.
“The market for AI infrastructure continues to accelerate, as reflected in publicly disclosed forecasts of industry analysts and corporate reports. Importantly, as AI chip functionality improves, the additional size, complexity and cooling requirements of racks play to our strengths, capabilities and capacities. Supply chains continue to be volatile, as noted in the highly publicized memory price increases and volume shortages. We have taken a conservative approach to forecasting 2026 rack integration volumes, and we are already seeing customer activity beyond our initial forecasts.”
Fourth Quarter 2025 Financial Highlights:
(All comparisons are to Fourth Quarter 2024)
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| · | Revenues of $60.9 million, up 22% |
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| o | Procurement revenues of $43.2 million, up 7% |
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| o | Systems Integration revenues of $14.2 million, up 79% |
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| o | Facilities Management revenues of $3.5 million, up 118% |
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| · | Gross profit of $11.3 million, up 57% |
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| o | Reflects current year $1.0 million allocation of depreciation to COGS |
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| · | Net income of $12.2 million, up 536% |
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| · | Diluted EPS of $0.41 compared to $0.08 |
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| · | Adjusted EBITDA of $7.9 million, up 132% |
Full-Year 2025 Financial Highlights
(All comparisons are to Full-Year 2024)
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| · | Revenues of $245.7 million, up 66% |
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| o | Procurement revenues of $197.5 million, up 68% |
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| o | Systems Integration revenues of $40.3 million, up 78% |
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| o | Facilities Management revenues of $7.9 million, down 1% |
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| · | Gross profit of $32.4 million, up 45% |
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| o | Reflects current year $2.7 million allocation of depreciation to COGS |
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| · | Net income of $15.1 million, up 153% |
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| · | Diluted EPS of $0.56, up from $0.24 |
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| · | Adjusted EBITDA of $18.6 million, up 83% |
| 1 |
Extended and Amended Customer Agreement for AI Rack Integration Services
In December 2025, TSS executed an amendment to the long term AI rack integration agreement with its largest customer, effective November 1, 2025. The amended agreement addresses circumstances not anticipated in the original agreement and extends the term by two additional years. This long-term customer agreement underscores the strength of our relationship and the trust established with our long-standing customer.
2026 Outlook
Dewan concluded “Our integration experience and strategic operational investments uniquely position us to achieve record growth in our Systems Integration business in 2026. Our largest partner anticipates doubling its AI infrastructure business in 2026 compared to last year, and we expect to capture our fair share of this growth, doubling our rack integration volumes and driving strong revenue growth in this segment. Combined with a more conservative outlook for our Procurement and Facilities Management businesses, we expect to achieve Adjusted EBITDA in the range of $20 million to $22 million for 2026. Our ability to deliver completed racks depends on supply of components and our forecast takes a conservative view on component availability. Total integration demand exceeds the volume imputed into our forecast.”
Conference Call Details
The Company will conduct a conference call at 8:30 a.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 233478. 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/2294/53751.
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. 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, bank factoring fees, and other adjustments that may be material.
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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,” “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.
| Contacts: |
| TSS,Inc. |
| HaydenIR |
| Danny Chism, CFO |
| James Carbonara (646) 755-7412 |
| (512) 310-4908 |
| Brett Maas (646) 536-7331 |
| dchism@tssiusa.com |
| tssi@haydenir.com |
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-- Tables Follow–
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TSS, Inc.
Consolidated Balance Sheets
(In thousands except par values)
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| December 31, 2025 |
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| December 31, 2024 |
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| Current Assets: |
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| Cash and cash equivalents |
| $ | 85,510 |
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| $ | 23,222 |
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| Contract and other receivables, net |
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| 12,501 |
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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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| 3,011 |
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| 851 |
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| Inventories, net |
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| 15,966 |
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| 17,673 |
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| Prepaid expenses and other current assets |
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| 1,642 |
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| 248 |
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| Total current assets |
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| 118,630 |
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| 58,197 |
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| Property and equipment, net |
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| 38,076 |
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| 8,591 |
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| Lease right-of-use asset |
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| 15,294 |
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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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| Deferred taxasset, net of valuation allowance |
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| 7,917 |
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| - |
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| Other assets |
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| 4,238 |
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| 4,787 |
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| Total assets |
| $ | 184,935 |
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| $ | 96,568 |
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| Current Liabilities: |
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| Accounts payable |
| $ | 46,362 |
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| $ | 35,770 |
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| Accrued expenses and other current liabilities |
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| 6,273 |
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| 17,570 |
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| Deferred revenues, current |
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| 13,928 |
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| 2,613 |
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| Long-term debt, current |
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| 4,010 |
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| - |
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| Lease liabilities, current |
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| 1,994 |
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| 966 |
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| Total current liabilities |
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| 72,567 |
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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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| 14,004 |
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| 8,200 |
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| Lease liabilities, non-current |
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| 21,629 |
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| 23,540 |
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| Deferred revenues, non-current |
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| - |
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| 771 |
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| Other non-current liabilities |
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| 100 |
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| - |
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| Total non-current liabilities |
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| 35,733 |
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| 32,511 |
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| Total liabilities |
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| 108,300 |
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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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| 121,842 |
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| 74,200 |
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| Treasury stock, at cost |
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| - |
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| (6,730 | ) |
| Accumulated deficit |
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| (45,210 | ) |
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| (60,335 | ) |
| Total stockholders’ equity |
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| 76,635 |
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| 7,138 |
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| Total liabilities and stockholders’ equity |
| $ | 184,935 |
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| $ | 96,568 |
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TSS, Inc.
Consolidated Statements of Operations
(In thousands except per-share values)
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| Three Months Ended December 31, |
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| Year Ended December 31, |
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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: |
| (Unaudited) |
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| (Unaudited) |
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| Procurement |
| $ | 43,196 |
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| $ | 40,497 |
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| $ | 197,476 |
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| $ | 117,519 |
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| Facilities management |
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| 3,535 |
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| 1,620 |
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| 7,906 |
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| 8,005 |
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| Systems integration |
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| 14,176 |
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| 7,908 |
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| 40,337 |
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| 22,620 |
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| Total revenues |
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| 60,907 |
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| 50,025 |
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| 245,719 |
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| 148,144 |
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| Cost of revenues |
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| 48,540 |
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| 42,812 |
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| 210,665 |
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| 125,793 |
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| Cost of revenues - depreciation |
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| 1,027 |
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| - |
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| 2,672 |
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| - |
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| Total cost of revenues |
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| 49,567 |
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| 42,812 |
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| 213,337 |
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| 125,793 |
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| Gross profit |
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| 11,340 |
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| 7,213 |
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| 32,382 |
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| 22,351 |
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| Operating expenses: |
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| Selling, general and administrative |
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| 5,790 |
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| 4,246 |
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| 20,650 |
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| 13,240 |
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| Depreciation and amortization |
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| 329 |
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| 211 |
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| 1,093 |
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| 608 |
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| Bank factoring fees |
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| 499 |
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| 721 |
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| 3,659 |
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| 2,737 |
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| Loss on sale or disposal of assets |
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| 658 |
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| - |
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| 658 |
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|
| - |
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| Total operating expenses |
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| 7,276 |
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| 5,178 |
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| 26,060 |
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| 16,585 |
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| Income from operations |
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| 4,064 |
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|
| 2,035 |
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|
| 6,322 |
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|
| 5,766 |
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| Interest expense |
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| 530 |
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|
| - |
|
|
| 651 |
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|
| - |
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| Interest income |
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| (665 | ) |
|
| (188 | ) |
|
| (1,657 | ) |
|
| (562 | ) |
| Other expense (income) |
|
| (201 | ) |
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| 207 |
|
|
| (205 | ) |
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| 194 |
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| Pre-tax income |
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| 4,400 |
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|
| 2,016 |
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|
| 7,533 |
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| 6,134 |
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| Income taxexpense (benefit) |
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| (7,760 | ) |
|
| 103 |
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| (7,592 | ) |
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| 158 |
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| Net income |
| $ | 12,160 |
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| $ | 1,913 |
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| $ | 15,125 |
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| $ | 5,976 |
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| Earnings per common share - Basic |
| $ | 0.45 |
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| $ | 0.09 |
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| $ | 0.61 |
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| $ | 0.27 |
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| Earnings per common share - Diluted |
| $ | 0.41 |
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| $ | 0.08 |
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| $ | 0.56 |
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| $ | 0.24 |
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TSS, Inc.
Adjusted EBITDA Reconciliation (GAAP to non-GAAP)
(In thousands)
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| Three Months Ended December 31, |
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| Year Ended December 31, |
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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| (Unaudited) |
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| (Unaudited) |
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| Net income |
| $ | 12,160 |
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| $ | 1,913 |
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| $ | 15,125 |
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| $ | 5,976 |
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| Interest expense |
|
| 530 |
|
|
| - |
|
|
| 651 |
|
|
| - |
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| Bank factoring fees |
|
| 499 |
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|
| 721 |
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|
| 3,659 |
|
|
| 2,737 |
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| Interest income |
|
| (665 | ) |
|
| (188 | ) |
|
| (1,657 | ) |
|
| (562 | ) |
| Depreciation and amortization |
|
| 1,356 |
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|
| 211 |
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|
| 3,765 |
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|
| 608 |
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| Income taxexpense (benefit) |
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| (7,760 | ) |
|
| 103 |
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|
| (7,592 | ) |
|
| 158 |
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| EBITDA |
| $ | 6,120 |
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| $ | 2,760 |
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| $ | 13,951 |
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| $ | 8,917 |
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| Stock based compensation |
|
| 1,075 |
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|
| 630 |
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| 3,956 |
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|
| 1,235 |
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| Loss on sale or disposal of assets |
|
| 658 |
|
|
| - |
|
|
| 658 |
|
|
| - |
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| Adjusted EBITDA |
| $ | 7,853 |
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| $ | 3,390 |
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| $ | 18,565 |
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| $ | 10,152 |
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| 6 |