tssi_8k.htm

 

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 15, 2025

Date of Report (Date of earliest event reported)

 

TSS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-33627

 

20-2027651

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

110 E. Old Settlers Road, Round Rock, Texas 78664

(Address of principal executive offices and zip code)

 

(512) 310-1000

(Registrant’s telephone number, including area code)

 

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

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

 

TSSI

 

The Nasdaq Stock Market LLC

 

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 15, 2025, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three months ended March 31, 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, May 15, 2025, at 5:00 p.m. Eastern Time.

 

The information in this Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

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.

 

Item 9.01.

Financial Statements and Exhibits.

 

99.1

Press Release, dated May 15, 2025

104

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

 

 
2

 

 

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: May 15, 2025

 

 
3

 

EXHIBIT 99.1

 

 

TSS Reports First Quarter 2025 Revenue of $99.0 Million, Up 523%

 

EPS of $0.12, Up from $0.00

 

ROUND ROCK, TEXAS – May 15, 2025 – TSS, Inc. (Nasdaq: TSSI), a data center services company that provides AI and high-performance computing integration, deployment and related services, today reported results for its first quarter ended March 31, 2025.

 

“We are off to a strong start in 2025, with exponential increases in both our top and bottom lines, driven by robust growth in our Procurement and Systems Integration segments, including incremental contribution from AI rack integration services,” commented Darryll Dewan, CEO of TSS. “For the first quarter, revenue was up 523%, diluted earnings per share were $0.12 compared to just over breakeven and Adjusted EBITDA increased more than tenfold compared to the year ago quarter.”

 

“Looking ahead, we are confident in the continued growth of our core businesses and expect some acceleration in the AI rack integration services revenues beginning in the second quarter. Our focus on innovation and operational excellence positions us to deliver sustained value to our customers and shareholders. We remain excited about the opportunities ahead as we build on our momentum in Systems Integration and Procurement.”

 

Dewan continued, “On May 7, we began production at our new facility, and we remain on track to have that facility fully operational across all capabilities in June. At full capacity, this new facility enables us to integrate several times the number of data center racks we can currently integrate in our legacy Round Rock facility.  The outlook for growth of our industry is exceptionally strong. We have a solid operational foundation in place and with capacity expansion progressing according to plan, we are confident in our ability to capitalize on these opportunities, deliver profitable growth, generate positive cash from operations and drive enduring value for our shareholders."

 

First Quarter 2025 Financial Highlights:

(All comparisons are to First Quarter 2024)

 

 

·

Revenues of $99.0 million, up 523%

 

o

Procurement revenues of $90.2 million, up 676%

 

o

Systems Integration revenues of $7.5 million, up 253%

 

o

Facilities Management revenues of $1.3 million, down 40%

 

·

Gross profit of $9.2 million, up 239%

 

·

Net income of $3.0 million, up from $15,000

 

·

Diluted EPS of $0.12, up from $0.00

 

·

Adjusted EBITDA of $5.2 million, up from $475,000

 

 

 

 

2025 Outlook

 

Dewan concluded, “We are highly optimistic about our growth prospects for 2025 and beyond. Just last week, we began initial production at our new facility.  We expect production volumes will grow in the second quarter and continue to ramp throughout the remainder of 2025 and into 2026. Based on our current visibility, and within the ever-changing geopolitical environment, we continue to expect total revenue in the first half of 2025 to exceed total revenue in the second half of 2024. For the full year 2025, we continue to expect Adjusted EBITDA to be at least 50% higher than 2024.

 

“In light of the demanding and rapidly advancing AI computing environment, our new facility is a strong differentiator.  Our team has done an exceptional job getting the building outfitted, including significant power resources available.  This marks the beginning of a new and exciting chapter for TSS.”

 

Quarterly 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 number is 903946.

 

Investors may also access a live audio webcast of this conference call and replay the call until May 15, 2026 at https://www.webcaster4.com/Webcast/Page/2294/52472.  

 

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.

 

 

 

 

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:

Hayden IR

TSS, Inc.

James Carbonara (646) 755-7412

Danny Chism, CFO

Brett Maas (646) 536-7331

(512) 310-4908

[email protected]

[email protected]

 

-- Tables Follow –

 

 

 

 

TSS, Inc. 

Consolidated Balance Sheets 

(In thousands except par values) 

 

 

 

March 31,

2025

 

 

December 31,

2024

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 27,339

 

 

$ 23,222

 

Contract and other receivables, net

 

 

11,061

 

 

 

16,203

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

1,778

 

 

 

851

 

Inventories, net

 

 

20,396

 

 

 

17,673

 

Prepaid expenses and other current assets

 

 

508

 

 

 

248

 

Total current assets

 

 

61,082

 

 

 

58,197

 

Property and equipment, net

 

 

23,276

 

 

 

8,591

 

Lease right-of-use asset

 

 

23,667

 

 

 

24,213

 

Goodwill

 

 

780

 

 

 

780

 

Other assets

 

 

4,734

 

 

 

4,787

 

Total assets

 

$ 113,539

 

 

$ 96,568

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 66,214

 

 

$ 53,340

 

Deferred revenues, current

 

 

4,337

 

 

 

2,613

 

Lease liabilities, current

 

 

1,654

 

 

 

966

 

Total current liabilities

 

 

72,205

 

 

 

56,919

 

Non-current Liabilities:

 

 

 

 

 

 

 

 

Long-term debt, non-current

 

 

8,200

 

 

 

8,200

 

Lease liabilities, non-current

 

 

23,062

 

 

 

23,540

 

Deferred revenues, non-current

 

 

681

 

 

 

771

 

Total non-current liabilities

 

 

31,943

 

 

 

32,511

 

Total liabilities

 

 

104,148

 

 

 

89,430

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Preferred stock

 

 

-

 

 

 

-

 

Common stock

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

75,128

 

 

 

74,200

 

Treasury stock, at cost

 

 

(8,384 )

 

 

(6,730 )

Accumulated deficit

 

 

(57,356 )

 

 

(60,335 )

Total stockholders’ equity

 

 

9,391

 

 

 

7,138

 

Total liabilities and stockholders’ equity

 

$ 113,539

 

 

$ 96,568

 

 

 

 

 

TSS, Inc. 

Unaudited Condensed Consolidated Statements of Operations 

(In thousands except per-share values) 

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

Procurement

 

$ 90,177

 

 

$ 11,623

 

Facilities management

 

 

1,298

 

 

 

2,146

 

System integration

 

 

7,484

 

 

 

2,123

 

Total revenues

 

 

98,959

 

 

 

15,892

 

Cost of revenue

 

 

89,749

 

 

 

13,178

 

Gross profit

 

 

9,210

 

 

 

2,714

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

4,887

 

 

 

2,389

 

Depreciation and amortization

 

 

210

 

 

 

72

 

Total operating expenses

 

 

5,097

 

 

 

2,461

 

Income from operations

 

 

4,113

 

 

 

253

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,468

 

 

 

328

 

Interest income

 

 

(383 )

 

 

(100 )

Other expense

 

 

-

 

 

 

-

 

Pre-tax income

 

 

3,028

 

 

 

25

 

Income taxes

 

 

49

 

 

 

10

 

Net income

 

$ 2,979

 

 

$ 15

 

 

 

 

 

 

 

 

 

 

Earnings per common share – Basic

 

$ 0.13

 

 

$ -

 

Earnings per common share – Diluted

 

$ 0.12

 

 

$ -

 

 

 

 

 

 TSS, Inc. 

Adjusted EBITDA Reconciliation (GAAP to non-GAAP)

(In thousands, unaudited) 

 

 

 

Three Months Ended March 31,

 

 

 

2025 

 

 

2024 

 

 

 

 

 

 

 

 

Net income

 

$ 2,979

 

 

$ 15

 

 

 

 

 

 

 

 

 

 

Interest expense, net 

 

 

1,085

 

 

 

228

 

Depreciation and amortization 

 

 

210

 

 

 

72

 

Income tax provision 

 

 

49

 

 

 

10

 

EBITDA

 

$ 4,323

 

 

$ 325

 

Stock based compensation

 

 

921

 

 

 

150

 

Adjusted EBITDA

 

$ 5,244

 

 

$ 475