(a)The following documents are filed as part of this Annual Report:
The following consolidated financial statements of TSS, Inc. for each of the years ended December 31, 2024, and 2023 are submitted in Part II, Item 8. Financial Statements and Supplementary Data of this report:
| Description | Page |
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| Consolidated Balance Sheets - December 31, 2024, and 2023 | 33 |
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| Consolidated Statements of Operations for the years ended December 31, 2024, and 2023 | 34 |
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| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, and 2023 | 35 |
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| Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023 | 36 |
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| Notes to Consolidated Financial Statements | 37 |
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| 2. | Financial Statements Schedules: |
None.
| 3.1 | Second Amended and Restated Certificate of Incorporation dated January 19, 2007 (previously filed with the Commission as Exhibit 3.1 to the Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference) |
| 3.2 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (previously filed with the Commission as Exhibit A to the Company’s Definitive Proxy Statement filed on April 29, 2011 and incorporated herein by reference) |
| 3.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company, dated effective June 6, 2013 (previously filed with the Commission as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2013, and incorporated herein by reference). |
| 3.4 | Amended and Restated By-laws (previously filed with the Commission as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 No. 333-142906, filed on May 14, 2007 and incorporated herein by reference) |
| 10.1‡ | Fortress America Acquisition Corporation 2006 Omnibus Incentive Compensation Plan, as amended (previously filed with the Commission as Annex A to the Company’s Definitive Proxy Statement filed on April 30, 2012, and incorporated herein by reference). |
| 10.2.‡ | Form of Restricted Stock Award Agreement with executive officers relating to the 2006 Omnibus Incentive Compensation Plan (previously filed with the Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2015, and incorporated herein by reference). |
| 10.3‡ | Executive Employment Agreement dated January 22, 2018, between TSS, Inc. and Kieran P. Brennan (previously filed with the Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2019 and incorporated herein by reference). |
| 10.4‡ | Award Agreement dated January 27, 2018, between TSS, Inc. and Kieran P. Brennan (previously filed with the Commission as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2019 and incorporated herein by reference). |
| 10.5‡ | TSS, Inc. 2015 Omnibus Incentive Compensation Plan (previously filed with the Commission as Annex A to the Company’s Definitive Proxy Statement filed on April 30, 2015 and incorporated herein by reference). |
| 10.6 | Business Loan Agreement, dated as of May 13, 2022, between the Company and Susser Bank (previously filed with the Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2022, and incorporated herein by reference). |
| 10.7 | Business Loan Agreement, dated as of May 11, 2023, between the Company and Susser Bank (previously filed with the Commission as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2023, and incorporated herein by reference). |
| 10.8 | Executive Employment Agreement dated November 14, 2022, between TSS, Inc. and Darryll Dewan (previously filed with the Commission as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference). |
| 10.9 | Award Agreement dated November 14, 2022, between TSS, Inc. and Darryll Dewan (previously filed with the Commission as Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference). |
| 10.10‡ | Executive Employment Agreement dated November 2, 2022, between TSS, Inc. and Todd K. Marrott (previously filed with the Commission as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 29, 2024, and incorporated herein by reference). |
| 10.11‡ | Award Agreement dated November 2, 2022, between TSS, Inc. and Todd K. Marrott (previously filed with the Commission as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 29, 2024, and incorporated herein by reference). |
| 10.12‡ | Executive Employment Agreement dated June 7, 2024, between TSS, Inc. and Daniel Chism (previously filed with the Commission as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 10, 2024, and incorporated herein by reference). |
| 10.13‡ | Award Agreement dated June 7, 2024, between TSS, Inc. and Daniel Chism (previously filed with the Commission as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on June 10, 2024, and incorporated herein by reference). |
| 10.14‡ | Award Agreement dated June 27, 2024, between TSS, Inc. and Todd Marrott (previously filed with the Commission as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 27, 2024, and incorporated herein by reference). |
| 10.15 | Credit Agreement dated December 31, 2024 between the Company and Susser Bank (previously filed with the Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2025, and incorporated herein by reference). |
| 10.16 | Term Loan Note dated December 31, 2024 between the Company and Susser Bank (previously filed with the Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2025, and incorporated herein by reference). |
| 10.17 | Security Agreement dated December 31, 2024 between the Company and Susser Bank (previously filed with the Commission as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 7, 2025, and incorporated herein by reference). |
| 10.18 | Business Loan Agreement dated December 31, 2024 between the Company and Susser Bank (previously filed with the Commission as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 7, 2025, and incorporated herein by reference). |
| 19* | Insider Trading Policy |
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| 21.1* | Listing of subsidiaries |
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| 23.1* | Consent of Weaver Tidwell LLP regarding TSS, Inc. financial statements for the years ended December 31, 2024 and 2023. |
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| 31.1* | Certificate of TSS, Inc. Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2* | Certificate of TSS, Inc. Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1** | Certificate of TSS, Inc. Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2** | Certificate of TSS, Inc. Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 97* | Clawback Policy regarding incentive compensation adopted October 16, 2024 |
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| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| ‡ | Management contract or compensatory plan or arrangement. |
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| * | Filed herewith. |
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| ** | Furnished herewith. |
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