Form 8-K
8-K — DUOS TECHNOLOGIES GROUP, INC.
Accession: 0001079973-26-001150
Filed: 2026-08-19
Period: 2026-08-17
CIK: 0001396536
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — duot_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex99x1.htm)
EX-99.2 — EXHIBIT 99.2 (ex99x2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————
FORM 8-K
——————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 17, 2026
——————
Duos Technologies Group, Inc.
(Exact name of registrant as specified in its
charter)
——————
Florida
001-39227
65-0493217
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
6651
Gate Parkway, 4th Floor, Jacksonville, Florida 32256
(Address of Principal Executive Offices) (Zip
Code)
(904) 296-2807
(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:
☐
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 (par value $0.001 per share)
DUOT
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 August 17, 2026, Duos Technologies Group,
Inc. (the “Company”) issued a press release announcing the financial and operating results of the Company for the
quarter and six months ended June 30, 2026. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by
reference.
Additionally, on August 17, 2026, the Company
held an earnings call open to the public (the “Earnings Call”). Mr. Doug Recker, the Company’s Chief Executive
Officer, and Mr. Adrian Goldfarb, the Company’s Chief Financial Officer, discussed the financial and operating results of the
Company for the quarter and six months ended June 30, 2026. The transcript of the Earnings Call is furnished as Exhibit 99.2
and incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure.
The information
set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information
in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such filing.
The press release and transcript of the Earnings Call may also be found on our website at https://ir.duostechnologies.com/
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements regarding the Company's financial results and estimates and business prospects that involve substantial risks and uncertainties
that could cause actual results to differ materially. Forward-looking statements relate to future events and typically address the Company's
expected future business and financial performance. The forward-looking statements in this Current Report on Form 8-K relate to, among
other things, information regarding anticipated timing for the installation, development and delivery dates of our systems; anticipated
entry into additional contracts; anticipated effects of macro-economic factors (including effects relating to supply chain disruptions
and inflation); timing with respect to revenue recognition; trends in the rate at which our costs increase relative to increases in our
revenue; anticipated reductions in costs due to changes in the Company's organizational structure; potential increases in revenue, including
increases in recurring revenue; potential changes in gross margin (including the timing thereof); statements regarding our backlog and
potential revenues deriving therefrom; and statements about future profitability and potential growth of the Company. Words such as "believe,"
"expect," "anticipate," "should," "plan," "aim," "will," "may,"
"should," "could," "intend," "estimate," "project," "forecast," "target,"
"potential" and other words and terms of similar meaning, typically identify such forward-looking statements. Forward-looking
statements involve risks and uncertainties and there are important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the Company's ability
to generate sufficient cash to expand operations, the competitive environment generally and in the Company's specific market areas, changes
in technology, the availability of and the terms of financing, changes in costs and availability of goods and services, economic conditions
in general and in the Company's specific market areas, changes in federal, state and/or local government laws and regulations potentially
affecting the use of the Company's technology, changes in operating strategy or development plans and the ability to attract and retain
qualified personnel. The Company cautions that the foregoing list of risks, uncertainties and factors is not exclusive. Additional information
concerning these and other risk factors is contained in the Company's most recently filed Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and other filings filed by the Company with the U.S. Securities and Exchange
Commission (the "SEC"), which are available at the SEC's website, http://www.sec.gov. The Company believes its plans, intentions
and expectations reflected in or suggested by these forward-looking statements are based on reasonable assumptions. No assurance, however,
can be given that the Company will achieve or realize these plans, intentions or expectations. Indeed, it is likely that some of the
Company's assumptions may prove to be incorrect. The Company's actual results and financial position may vary from those projected or
implied in the forward-looking statements and the variances may be material. Each forward-looking statement speaks only as of the date
of the particular statement. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which
any forward-looking statement is based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release, dated August 17,
2026
99.2
Transcript of Earnings Call with Mr. Doug
Recker and Mr. Adrian Goldfarb, dated August 17, 2026
104
Cover Page Interactive Data File
(formatted as Inline XBRL and contained in Exhibit 101)
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.
DUOS TECHNOLOGIES GROUP, INC.
Dated: August 19, 2026
By:
/s/ F. Douglas Recker
F. Douglas Recker
Chief Executive Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex99x1.htm · Sequence: 2
Exhibit 99.1
Duos Technologies
Reports Second Quarter 2026 Results
Q2 2026 Revenue Increases Nearly 30%, Driven
by Initial Ramp in AI and Data Center Deployments
Over $100 Million in Growth Capital Secured
Through Multiple Transactions
Company Reaffirms 2026 Guidance for 25
MW Deployed and Over $50 Million in Revenue
JACKSONVILLE, FL /
Globe Newswire / August 17, 2026 - Duos Technologies Group, Inc. (“Duos” or the “Company”)
(Nasdaq: DUOT), a leading provider of adaptive, modular, and scalable Edge Data Center solutions, reported financial results for the second
quarter (“Q2 2026”) ended June 30, 2026.
Second Quarter 2026 and Recent Operational
Highlights
· Signed five-year, 55 MW hosting
agreements with Axe Compute valued at more than $500 million, representing a significant commercial milestone in the Company’s strategy
to develop and operate high-density AI infrastructure
· Entered into an exclusive term
sheet with 0Lat LLC for a proposed structured lease across a 15-site, 225-cabinet Edge Data Center portfolio in Texas and Georgia, initiating
a 90-day exclusivity and confirmatory diligence period
· Completed the sale of the Company’s
wholly owned rail technology subsidiary, Duos Technologies, Inc. The divestiture marks the completion of a broader strategic repositioning
and enables the Company to fully concentrate its resources on its Edge Data Center and AI infrastructure businesses through Duos Edge
AI, Inc. and Duos Technology Solutions, Inc.
· Secured $111 million in contracted
revenue with an investment-grade hyperscaler to provide 10 MW of critical IT-load capacity for five years at its Columbus, Georgia data
center campus
· The Company now has 25 MW contracted
with all 25 MW planned for deployment in 2026, demonstrating accelerating demand and an ability to rapidly design, manufacture, and deploy
modular infrastructure in underserved Tier 3 and Tier 4 markets
· Received $50.4 million in proceeds
from the sale of substantially all the assets of New APR Energy, LLC, in which the Company held a 5% minority stake of the parent company
· Closed $55 million registered
direct offering with a single large institutional investor, providing additional financial support for the Company’s growth plans,
including the acquisition of its Columbus facility and related infrastructure investments to fulfill contracted customer deployments
and expand the campus
· Hosted six (6) open houses with additional events and
grand openings planned, showcasing the continued expansion of the Company’s EDC pipeline to support increasing demand for AI inference,
training, and high-performance computing workloads
· Added to the Russell 2000®
Index as part of the 2026 Russell indexes annual reconstitution
Second Quarter 2026 Financial Results
It should be noted that the following
Financial Results represent the consolidation of the Company with its subsidiaries Duos Edge AI, Inc., Duos Technology Solutions, Inc.
and Duos Energy Corporation (“Duos Energy”).
Total revenues for Q2 2026 increased
30% to $6.18 million compared to $4.77 million in the second quarter of 2025 (“Q2 2025”). Total revenue for Q2 2026 represents
an aggregate of approximately $3.23 million of Technology Solutions revenue, $2.91 million of Services and Consulting revenue, and approximately
$.03 million of Hosting revenue. The increase in revenue was driven primarily by the increase in Technology Solutions revenue, which was
partially offset by a decrease in Services and Consulting revenue in connection with the Company’s continued reduction in the scope
of services provided under the Duos Energy Asset Management Agreement (the “AMA”) and the sale by New APR of substantially
all of its assets in May 2026.
The Technology Solutions business unit provides
manufacturer-agnostic infrastructure sourcing, integration, and value-added supply chain services supporting data center, AI, and enterprise
deployments. The Company expects services revenue from both its hosting and technology solutions to increase throughout 2026. This growth
is expected to be driven by the deployment of additional edge data centers coming online as well as expanding Technology Solutions revenue
tied to growth in the data center market.
Cost of revenues for Q2 2026 decreased
9% to $2.73 million compared to $2.99 million for
Q2 2025. The decrease was primarily due to reduced costs associated with the previously mentioned AMA and the wind-down of AMA-related
activities.
Gross margin for Q2 2026 increased 94%
to $3.45 million compared to $1.78 million for Q2 2025. Gross margin improved primarily due to the significantly reduced cost of revenues
associated with the AMA and the growing contribution of the Technology Solutions business.
Operating expenses for Q2 2026 increased
2% to $3.40 million compared to $3.32 million for Q2 2025. The increase in expenses was attributable to increases in sales and marketing
expenses as additional resources were deployed to support business development for the Edge Data Center and Technology Solutions businesses
as well as general and administration expenses.
Net operating income for Q2 2026 totaled
$0.05 million compared to net operating loss of $1.54 million for Q2 2025, our first positive operating quarter as a data center infrastructure
company. The decrease in the loss was primarily driven by the favorable impact of increased Technology Solutions revenue, accelerated
recognition of the remaining AMA-related deferred revenue, and improved gross margins.
Net income before taxes for Q2 2026 totaled
$53.64 million compared to net loss of $1.62 million for Q2 2025. The increase in net income was primarily attributable to the gain on
sale of investments previously noted in connection with the sale of substantially all of New APR’s assets. Basic and diluted net
income per common share was $1.61 and a loss of $0.14 and $1.37 and a loss of $0.14 for the three months ended June 30, 2026 and 2025,
respectively.
Cash and cash equivalents at June
30, 2026 totaled $112.31 million compared to $15.47 million at December 31, 2025. In addition, the Company had over $15.90 million in
receivables and contract assets for a total of approximately $128.21 million in cash and expected short-term liquidity.
Six Month 2026 Financial Results
Total revenues decreased 4% to $8.32
million from 8.68 million in the same period last year. Total revenue for the first six months of 2026 represents an aggregate of approximately
$3.79 million of Technology Solutions revenue, $4.46 million of Services and Consulting revenue, and approximately $.06 million of Hosting
revenue. The decrease in total revenues was primarily driven by the previously noted decrease in Services and Consulting revenue in connection
with the Company’s continued reduction in the scope of services provided under the AMA and the sale by New APR of substantially
all of its assets in May 2026.
Cost of revenues decreased 32% to $3.82
million from $5.65 million in the same period last year. The decrease in cost of revenues was primarily due to reduced costs associated
with the previously mentioned AMA and the wind-down of AMA-related activities.
Gross margin increased 48% to $4.50
million from $3.03 million in the same period last year. Gross margin improved primarily due to the significantly reduced cost of revenues
associated with the AMA and the growing contribution of the Technology Solutions business.
Operating expenses increased 49% to
$7.63 million from $5.11 million in the same period last year. The increase in expenses was largely attributable to increases in sales
and marketing expenses as additional resources were deployed to support business development for the Edge Data Center and Technology Solutions
businesses as well as general and administration expenses.
Net operating loss totaled $3.13 million
compared to net operating loss of $2.07 million in the same period last year. The increase in loss from operations was primarily driven
by higher operating expenses, offset by growth in Technology Solutions revenue and accelerated recognition of the remaining AMA-related
deferred revenue.
Net income before taxes totaled $50.60
million compared to net loss of $2.44 million in the same period last year. The increase in net income was primarily attributable to the
gain on sale of investments previously noted in connection with the sale of substantially all of New APR’s assets. Basic and diluted
net income per common share was $1.70 and a loss of $0.21 and $1.41 and $0.21 for the six months ended June 30, 2026 and 2025, respectively.
Financial Outlook
At the end of the second quarter, the Company’s
bookings represented approximately $43.5 million in revenue, of which all is expected to be recognized during the year, including contracted
backlog and near-term anticipated awards. In addition, approximately $1.1 million of contracted Technology Solutions deferred revenue
recorded in 2025 will be recorded as revenue in 2026, further supporting near-term performance. Duos Technology Solutions continues to
add new customers and has approximately $28 million in backlog so far in 2026.
Based on these committed contracts and near-term
pending orders that are already performing or scheduled to be executed throughout the course of 2026, the Company is reconfirming its
expectation for total revenue in 2026 to exceed $50 million. A significant portion of this revenue is anticipated to be recognized in
the second half of the year, aligned with project timing and infrastructure deployments, supporting continued operating leverage and progression
toward the Company growth strategy.
Adjusted EBITDA for the second quarter of 2026
was $0.5 million. The Company did not report adjusted EBITDA in the prior-year period. Adjusted EBITDA was positive for the quarter, and
the Company expects profitability to continue to improve as revenue ramps over the coming quarters and anticipates achieving positive
adjusted EBITDA for the full year 2026.
Management Commentary
“In the second quarter and over the last
several weeks, we have made tremendous progress both in operational execution and the fundamental repositioning of our business as a standalone
AI infrastructure provider,” said Duos CEO Doug Recker. “Financially, we began to see the early stages of the substantial
performance ramp we expect to build over the course of this year, highlighted by a 30% increase in revenue and a material improvement
in profitability. We also secured over $100 million in growth capital through two major transactions: a $55 million direct investment
with a single institutional investor and an additional $50.4 million in proceeds resulting from the sale of our stake in New APR Energy.
“Operationally, we recently announced the
successful divestiture of our legacy rail operations, which will now enable us to fully concentrate our resources on the Edge Data Center
and AI infrastructure businesses. We also agreed to terms on a new $111 million, 10 MW contract with an investment-grade hyperscaler to
provide critical IT-load capacity, adding to our already-substantial backlog and supporting our reaffirmed outlook to provide 25 MW of
compute and generate north of $50 million in revenue by the end of this year.”
Conference Call
The Company’s management will host a conference
call on Monday, August 17, 2026, at 4:30 p.m. Eastern Time to discuss these results, followed by a question-and-answer period.
Date: Monday,
August 17, 2026
Time: 4:30
p.m. Eastern time (1:30 p.m. Pacific time)
U.S. dial-in: +1 877-407-3088
International: Dial-In
Matrix Link
Confirmation:
13761911
If you experience any difficulty accessing
the call or wish to submit questions in advance, please contact the Company at DUOT@duostech.com. An audio replay of the call will
also be available in the Investor Relations section of the Company’s website following the event.
For additional information about the Company, please visit: www.duostechnologies.com
| www.duosedge.ai.
About Duos Technologies Group, Inc.
Duos Technologies Group, Inc. (Nasdaq: DUOT),
based in Jacksonville, Florida, is focused on providing and managing modular data center colocation facilities and infrastructure solutions.
Through its wholly owned subsidiaries Duos Edge AI, Inc., and Duos Technology Solutions, Inc., the Company delivers high function computing
infrastructure at the “Edge” designed to support high power computing facilities suitable for AI and Enterprise Computing.
Duos is strategically focused on scaling its edge data center platforms in conjunction with its data center infrastructure solutions business.
It provides manufacturer-agnostic sourcing and fulfillment services to support efficient deployment of data centers and IT environments.
Together, these platforms position the Company to address the growing demand for distributed digital infrastructure, while continuing
to support legacy applications in Tier 3 and Tier 4 markets.
For more information, visit www.duostech.com and
www.duosedge.ai.
Forward- Looking Statements
This news release includes forward-looking
statements regarding the Company's financial results and estimates and business prospects that involve substantial risks and uncertainties
that could cause actual results to differ materially. Forward-looking statements relate to future events and typically address the Company's
expected future business and financial performance. The forward-looking statements in this news release relate to, among other things,
information regarding anticipated timing for the installation, development and delivery dates of our systems; anticipated entry into additional
contracts; anticipated effects of macro-economic factors (including effects relating to supply chain disruptions and inflation); timing
with respect to revenue recognition; trends in the rate at which our costs increase relative to increases in our revenue; anticipated
reductions in costs due to changes in the Company's organizational structure; potential increases in revenue, including increases in recurring
revenue; potential changes in gross margin (including the timing thereof); statements regarding our backlog and potential revenues deriving
therefrom; and statements about future profitability and potential growth of the Company. Words such as "believe," "expect,"
"anticipate," "should," "plan," "aim," "will," "may," "should,"
"could," "intend," "estimate," "project," "forecast," "target," "potential"
and other words and terms of similar meaning, typically identify such forward-looking statements. Forward-looking statements involve risks
and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are not limited to, the Company's ability to generate sufficient cash
to expand operations, the competitive environment generally and in the Company's specific market areas, changes in technology, the availability
of and the terms of financing, changes in costs and availability of goods and services, economic conditions in general and in the Company's
specific market areas, changes in federal, state and/or local government laws and regulations potentially affecting the use of the Company's
technology, changes in operating strategy or development plans and the ability to attract and retain qualified personnel. The Company
cautions that the foregoing list of risks, uncertainties and factors is not exclusive. Additional information concerning these and other
risk factors is contained in the Company's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
recent Current Reports on Form 8-K, and other filings filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"),
which are available at the SEC's website, http://www.sec.gov. The Company believes its plans, intentions and expectations reflected in
or suggested by these forward-looking statements are based on reasonable assumptions. No assurance, however, can be given that the Company
will achieve or realize these plans, intentions or expectations. Indeed, it is likely that some of the Company's assumptions may prove
to be incorrect. The Company's actual results and financial position may vary from those projected or implied in the forward-looking statements
and the variances may be material. Each forward-looking statement speaks only as of the date of the particular statement. We do not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in our expectations or any change in events, conditions or circumstances on which any forward-looking statement is based, except
as required by law. All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to
the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.
Contacts
Investor Relations
Tom Colton and Greg Bradbury
Gateway Group, Inc.
+1 949-574-3860 | DUOT@duostech.com
DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
REVENUES:
Technology solutions
3,231,544
$ —
3,793,998
$ —
Services and consulting - related parties
2,911,330
4,760,403
4,463,902
8,675,153
Hosting Revenue
32,549
8,000
62,824
8,000
Total Revenues
6,175,423
4,768,403
8,320,724
8,683,153
COST OF REVENUES:
Technology solutions
2,404,108
—
2,910,678
—
Services and consulting - related parties
226,255
2,976,469
770,112
5,634,537
Hosting
98,964
15,343
138,397
15,343
Total Cost of Revenues
2,729,327
2,991,812
3,819,187
5,649,880
GROSS MARGIN
3,446,096
1,776,591
4,501,537
3,033,273
OPERATING EXPENSES:
Sales and marketing
253,515
32,835
742,362
81,296
Research and development
—
—
—
—
General and administration
3,143,488
3,283,938
6,884,358
5,024,723
Total Operating Expenses
3,397,003
3,316,773
7,626,720
5,106,020
INCOME (LOSS) FROM OPERATIONS
49,093
(1,540,182 )
(3,125,183 )
(2,072,747 )
OTHER INCOME (EXPENSES):
Interest expense
(121 )
(87,348 )
(121 )
(406,660 )
Interest income on lease receivable
3,325
1,247
6,765
1,247
Interest income
413,490
10,629
497,049
43,357
Other income, net
—
(1,875 )
—
(2,061 )
Gain on sale of investments
53,173,803
—
53,226,105
—
Total Other Income (Expenses), net
53,590,497
(77,348 )
53,729,798
(364,118 )
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
$ 53,639,590
$ (1,617,530 )
$ 50,604,615
$ (2,436,865 )
Income tax expense
$ (4,984,170 )
$ —
$ (4,984,170 )
$ —
NET INCOME (LOSS) FROM CONTINUING OPERATIONS NET OF TAX
$ 48,655,420
$ (1,617,530 )
$ 45,620,445
$ (2,436,865 )
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS NET OF TAX
$ (810,990 )
$ (1,900,502 )
$ (1,268,260 )
$ (3,160,829 )
NET INCOME (LOSS)
$ 47,844,430
$ (3,518,032 )
$ 44,352,185
$ (5,597,695 )
Basic Net Income (Loss) Per Share From Continuing Operations
$ 1.61
$ (0.14 )
$ 1.70
$ (0.21 )
Basic Net Income (Loss) Per Share From Discontinued Operations
$ (0.03 )
$ (0.16 )
$ (0.05 )
$ (0.27 )
Basic Net Income (Loss) Per Share
$ 1.58
$ (0.30 )
$ 1.65
$ (0.48 )
Diluted Net Income (Loss) Per Share From Continuing Operations
$ 1.37
$ (0.14 )
$ 1.41
$ (0.21 )
Diluted Net Income (Loss) Per Share From Discontinued Operations
$ (0.02 )
$ (0.16 )
$ (0.04 )
$ (0.27 )
Diluted Net Income (Loss) Per Share
$ 1.35
$ (0.30 )
$ 1.37
$ (0.48 )
Weighted Average Shares-Basic
30,143,928
11,847,115
26,899,063
11,619,714
Weighted Average Shares-Diluted
35,538,098
11,847,115
32,258,735
11,619,714
DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30,
December 31,
2026
2025
(unaudited)
ASSETS
CURRENT ASSETS:
Cash
$ 112,308,012
$ 15,472,229
Accounts receivable, net
3,064,611
621,927
Accounts receivable, net - related parties
222,923
5,304,231
Holdback receivable - related parties
10,013,872
—
Lease receivable
36,307
35,361
Contract assets
2,558,125
—
Inventory
50,438
2
Prepaid expenses and other current assets
1,461,767
487,660
Total Current Assets
129,716,055
21,921,410
Deposits on equipment
68,793,810
—
Deposit on real estate
5,800,000
—
Lease receivable, less current portion
209,236
227,629
Property and equipment, net
29,726,514
27,311,933
Operating lease right of use asset - Land, net
600,506
357,561
OTHER ASSETS:
Equity Investment - Sawgrass APR Holdings LLC
—
7,233,000
Patents and trademarks, net
14,601
15,111
Total Other Assets
14,601
7,248,111
Assets held for sale
6,426,222
6,342,772
TOTAL ASSETS
$ 241,286,943
$ 63,409,415
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable
$ 1,445,855
$ 4,592,930
Notes payable - financing agreements
326,617
—
Accrued expenses
760,486
185,194
Income taxes payable
4,984,170
—
Operating lease obligation- Land - current portion
103,224
53,000
Contract liabilities, current - Technology Solutions
2,477,952
1,132,164
Contract liabilities, current - related parties
—
3,616,500
Total Current Liabilities
10,098,304
9,579,788
Contract liabilities, less current portion
18,770,228
—
Operating lease obligation - Land, less current portion
522,801
311,457
Liabilities held for sale
4,490,799
4,965,605
Total Liabilities
33,882,132
14,856,849
Commitments and Contingencies (Note 13)
STOCKHOLDERS' EQUITY:
Preferred stock: $0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated
Series A redeemable convertible preferred stock,
$10 stated value per share,
500,000 shares designated; 0 and 0 issued and outstanding at June 30, 2026 and December
31, 2025, respectively, convertible into common stock at $6.30 per share
—
—
Series B convertible preferred stock, $1,000 stated value
per share, 15,000 shares designated; 0 and 0 issued and outstanding at June 30, 2026 and December
31, 2025, respectively, convertible into common stock at $7 per share
—
—
Series C convertible preferred stock, $1,000 stated value per share, 5,000 shares designated; 0 and 0 issued and outstanding at June 30, 2026 and December 31, 2025, respectively, convertible into common stock at $5.50 per share
—
—
Series D convertible preferred stock, $1,000 stated value per share, 4,000 shares designated; 999 and 999 issued and outstanding at June 30, 2026 and December 31, 2025, respectively, convertible into common stock at $3.00 per share
1
1
Series E convertible preferred stock, $1,000 stated value per share, 30,000 shares designated; 12,500 and 12,500 issued and outstanding at June 30, 2026 and December 31, 2025, respectively, convertible into common stock at $2.61 per share
13
13
Series F convertible preferred stock, $1,000 stated value per share, 5,000 shares designated; 0 and 0 issued and outstanding at June 30, 2026 and December 31, 2025, respectively, convertible into common stock at $6.20 per share
—
—
Common stock: $0.001 par value; 500,000,000 shares authorized, 31,273,823 and 20,449,462 shares issued, 31,272,499 and 20,448,138 shares outstanding at June 30, 2026 and December 31, 2025, respectively
31,275
20,449
Additional paid-in-capital
247,381,829
132,892,595
Accumulated deficit
(39,850,855 )
(84,203,040 )
Sub-total
207,562,263
48,710,018
Less: Treasury stock (1,324 shares of common stock
at June 30, 2026 and December 31, 2025)
(157,452 )
(157,452 )
Total Stockholders' Equity
207,404,811
48,552,566
Total Liabilities and Stockholders' Equity
$ 241,286,943
$ 63,409,415
DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
June 30,
2026
2025
Cash from operating activities:
Net income (loss)
$ 44,352,183
$ (5,597,694 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
96,249
15,410
Gain on sale on investments
(53,226,105 )
—
Stock based compensation
1,752,332
2,133,933
Stock issued for services
208,750
90,000
Amortization of debt discount related to warrant liabilities
—
326,743
Amortization of right of use asset - land
9,441
—
Amortization of lease right of use asset - Edge Data Centers
—
150,821
Provision for credit losses, accounts receivable
40,561
—
Changes in assets and liabilities:
Accounts receivable
(2,507,996 )
—
Accounts receivable-related parties
5,081,308
(952,898 )
Lease receivable
17,447
2,789
Contract assets
(2,558,125 )
—
Inventory
(50,436 )
—
Prepaid expenses and other current assets
(220,791 )
200,451
Accounts payable
(3,147,075 )
(80,496 )
Accrued expenses
5,559,462
181,437
Operating lease obligation - land
3,501
—
Financing lease obligations - Edge Data Centers
—
(12,359 )
Contract liabilities, Technology solutions
1,345,788
—
Contract liabilities, related parties
(3,616,500 )
(4,308,250 )
Contract liabilities, less current portion
18,770,228
—
Net cash provided by (used in) operating activities - continuing operations
11,910,222
(7,850,113 )
Net cash used in operating activities - discontinued operations
(549,458 )
(25,624 )
Net cash provided by (used in) operating activities
11,360,764
(7,875,737 )
Cash flows from investing activities:
Purchase of patents/trademarks
Deposits on equipment
(68,793,810 )
—
Proceeds from sale of investments
50,392,931
—
Purchase of Marketable Securities
(29,693,638 )
—
Sale of Marketable Securities
29,745,940
—
Deposit on real estate
(5,800,000 )
—
Purchase of property and equipment
(2,510,721 )
(1,363,560 )
Net cash used in investing activities - continuing operations
(26,659,298 )
(1,363,560 )
Net cash used in investing activities - discontinued operations
(15,087 )
(24,482 )
Net cash used in investing activities
(26,674,385 )
(1,388,042 )
Cash flows from financing activities:
Repayments on financing agreements
(389,565 )
(274,965 )
Repayments of notes payable, related parties
—
(1,000,000 )
Proceeds from common stock issued
120,096,195
5,692,579
Proceeds from exercise of stock options
374,326
144,777
Stock issuance costs
(7,983,869 )
(205,238 )
Proceeds from shares issued under Employee Stock Purchase Plan
52,317
114,724
Net cash provided by financing activities - continuing operations
112,149,404
4,471,877
Net increase (decrease) in cash
96,835,783
(4,767,419 )
Cash, beginning of period
15,472,229
6,266,296
Cash, end of period
$ 112,308,012
$ 1,498,877
Supplemental Disclosure of Cash Flow Information:
Interest paid
$ —
$ 3,865
Taxes paid
$ —
$ 19,733
Supplemental Non-Cash Investing and Financing Activities:
Notes issued for financing of insurance premiums
$ 671,834
$ 477,727
Transfer of inventory to property and equipment
$ —
$ 49,609
Subscription receivable
$ —
$ 98,235
Transfer of property and equipment to lease receivable
$ —
$ 282,772
Non-cash financing activity: Warrants issued as part of equity raise
$ 2,305,016
$ —
Conversion of Series E Preferred Stock to common stock
$ —
$ 1
Initial ROU asset and liability
$ 256,765
$ —
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: ex99x2.htm · Sequence: 3
Exhibit 99.2
Duos Technologies Group, Inc.
Second Quarter 2026 Earnings Call
August 17, 2026
Presenters
Doug Recker, Chief Executive Officer
Adrian Goldfarb, Chief Financial Officer
Q&A Participants
Brett Knoblauch - Cantor Fitzgerald
Ed Woo - Ascendiant Capital
Bill Papanastasiou - Chardan Capital Markets
Scott Buck - Titan Partners
Justin Taffer - Shay Capital
Nico Sacchetti - RBC
Operator
Good afternoon and welcome to Duos Technologies’
Second Quarter 2026 Earnings Conference Call. Joining us for today's call are Duos' CEO, Doug Recker, and CFO, Adrian Goldfarb. Following
their remarks, we will open the call to your questions. Then before we conclude today's call, I'll provide the necessary cautions regarding
the forward-looking statements made by management during this call. Now I'd like to turn the call over to Mr. Doug Recker. Sir, please
go ahead.
Doug Recker
Welcome, everyone, and thank you for joining
us today. Earlier today, we issued our earnings press release, and we will file our 10-Q for Q2 2026 by Wednesday, August 19, 2026. Copies
will be available in the Investor Relations section of our website. I encourage all listeners to view the press release and our 10-Q filing
to better understand some of the details we'll be discussing during this afternoon's call. At a high level, the second quarter represented
another important step in our transformation into a data center and AI infrastructure company. Throughout the quarter, we continued executing
on our strategy of expanding our edge data center platform, growing Duos Technology Solutions and advancing several key strategic initiatives
designed to support long-term revenue growth and profitability. While Adrian will provide details on the quarter's financial performance,
I'd like to spend a few minutes discussing the key operational developments and strategic progress we made during the quarter.
Beginning with the rail business, I'm pleased
to report that we have successfully completed the sale of Duos Technologies, Inc. on August 5th. Post transaction, Duos Technologies,
Inc. has become an independent privately held company operating under the Duos TI brand and led by Javier Acosta as President. This transaction
represents the completion of the strategic repositioning initiative we announced earlier this year. By completing this divestiture, we
are now able to dedicate our capital, management, resources, and operating focus entirely towards scaling Duos Edge and Duos Technology
Solutions. We believe this streamlined structure will allow us to accelerate execution, improve organizational focus, and better align
the company with the opportunities we see across the AI infrastructure market. While we will provide certain transition services for a
period following the closing, investors should view this transaction as completion of our transition from a rail technology company into
a focused AI infrastructure and edge data center platform company. Going forward, our attention is centered on executing our deployment
strategy, expanding customer relationships, and converting our growing backlog and pipeline into long-term recurring revenue streams.
Now separately, New APR Energy sold substantially
all of its assets during the quarter. As a reminder, we held a 5% stake in the APR parent company, and the sale valued our interest at
approximately $60 million. We received $50.4 million in cash with the remaining $10 million subject to a 12-month holdback that is recorded
as a receivable on our balance sheet. Combined with the rail divestiture, these transactions essentially complete our full transition
to a data center operation where we also materially strengthened our cash position to execute against the opportunity ahead. Looking beyond
2026, we believe the strength of this balance sheet and the focus that comes from operating as a pure-play AI infrastructure company positions
us to keep building momentum into 2027 and beyond. Alongside these strategic and financial steps, we've also continued to strengthen our
leadership team to support the next phase of our growth. I am pleased to share that we recently welcomed Dipan Patel as Chief Operating
Officer. Dipan brings years of experience driving growth in the digital infrastructure business, including with SBA and, more recently,
Telstra InfraCo, and he will help drive execution across our edge data centers and technology solutions platforms. We are also in the
final stages of our search for a new CFO with significant public market experience, and we look forward to sharing more details as that
process concludes. We believe this addition further strengthens our ability to execute against the growth opportunities ahead.
With those updates addressed, I'd now like to
turn to our core business growth opportunities, Duos Technology Solutions and Duos Edge AI. Okay. Now get your popcorn ready because it's
about to get really exciting. Let's start with the Technology Solutions. This business continues gaining traction and remains an important
component of our growth strategy. During the quarter, revenues totaled approximately $3.23 million, driven primarily by continued growth
in the data center deployments and the trust that these operators have in our ability to secure and deliver critical equipment they need
to keep their projects on time. We also increased our backlog to $25 million, demonstrating the continued demand for our services here
from enterprise, contractors, data center operators, and AI infrastructure players. The opportunity remains significant because this business
allows us to generate revenue with relatively low capital requirements while also supporting our own infrastructure deployments. We remain
encouraged by the opportunities we're seeing in the market today. Our growth continues to be driven by the strategic relationships we've
built in a relatively short period of time. We're focused on delivering solutions in a market facing unprecedented timing, demands, and
supply constraints. We've secured strategic MSA contracts, proven our ability to deliver, and continue to gain traction with our manufacturing
and vendor partners. Today, data center operators, contractors, and hyperscalers need more than traditional order takers. They need partners
who can pivot quickly and navigate the largest boom the industry has ever seen. That's exactly what our Technology Solutions team brings
to market, solutions.
As for Duos Edge AI, the demand environment for
AI infrastructure remains exceptionally strong. One of the most significant developments since our last earnings call was signing of a
five-year colocation agreement with Axe Compute, Inc., a neocloud AI infrastructure platform to provide 10 megawatts of critical IT load
capacity at our Columbus, Georgia campus. This agreement is valued at more than $111 million in contracted revenue over the initial term
and is expected to become operational during the fourth quarter of 2026. We believe this agreement is an important validation of our strategy
to develop owned high-density AI infrastructure in attractive markets where power availability, speed of deployment, and operational flexibility
are critical to customers. It also demonstrates the increasing demand we are seeing for large-scale AI and cloud customers seeking scalable
infrastructure solutions outside traditional Tier 1 markets. And as announced earlier today, that relationship has now taken a major step
forward. Together with Axe Compute, we have announced the new service orders adding up to 55 megawatts of AI data center capacity across
multiple U.S. locations under a five-year agreement, an expansion that builds directly on the 10-megawatt deployment we are planning to
deliver at our Georgia facility. The agreements represent an expected $500 million plus in aggregate base payments over their initial
five-year term.
As part of the expansions, the parties have entered
into a related agreement contemplating aggregate cash equity investments by Axe Compute of up to $140 million in the project, subject
to required approvals, financing, final technical design, and other conditions. Axe Compute and Duos will jointly own the new data centers
with Duos holding 51% and Axe Compute holding 49%. For Duos, this structure provides a non-dilutive financing model that allows us to
launch more data centers faster. Initial project readiness is targeted to begin in late 2026 and continue in early 2027, subject to construction,
commissioning, and performance testing. That demand is evident across our pipeline and customer engagement activity. During the quarter,
we hosted an open house in several markets including Lubbock, Dumas, Hereford, and Abilene, providing prospective customers, community
leaders, and strategic partners the opportunity to see our deployments firsthand. For example, we recently announced an opportunity with
Zero Latency company, 0LAT, covering up to 15 sites and 225 cabinets, which speaks to the level of interest we're seeing across that portfolio.
Beyond these market development efforts, we also continue making progress with Nistar.
This quarter, we continue to expect deployment
activities to progress in line with our planned mutual deployment schedule. As a reminder, this deal represents approximately 2 megawatt
of contracted capacity and serves as another important validation of our edge data center platform and our ability to support customers
with high-density AI compute requirements. Importantly, the Nistar agreement is expected to contribute recurring colocation revenue as
capacity comes online and customer utilization ramps. While revenue recognition will be dependent on final deployment and timing of operational
commencement, we believe the project provides another meaningful building block in our path towards establishing a larger portfolio of
recurring infrastructure revenue. Put together with our Columbus announcement and the Axe Compute expansion, these agreements validate
our edge data center strategy and support our confidence in future growth.
Now turning to HydraHost. The HydraHost deployment
remains one of the most significant opportunities in the company's history and continues to serve as a cornerstone of our growth strategy.
During the quarter, we continue making progress on deployment activities and customer onboarding. We visited our Columbus facility last
week hosted by our customer. They were very impressed with our quality and speed of deployment and the progress we've been able to make
in just a few weeks. We remain focused on bringing additional capacity online and supporting customer utilization as deployment progresses.
Revenue recognition is expected to increase as systems become operational and GPU capacity is placed into service. From a financial standpoint,
we continue to benefit from the strong contractual foundation of the agreement including customer deposits already received and additional
funding milestones expected to be completed pursuant to the contract terms. Just as importantly, we believe this relationship provides
meaningful expansion opportunities beyond the initial deployment. The growing demand for AI training, inference, and high-performance
computing workloads continues to create opportunities for additional capacity, and we remain engaged in discussions regarding future expansion
scenarios. Overall, we are encouraged by the progress to date and continue to believe this relationship positions Duos to participate
meaningfully in the rapidly expanding AI infrastructure market.
Regarding capacity expansion, we continue to
execute on our nationwide deployment strategy. Our goal for 2026 remains approximately 25 megawatts, and we are 100% on plan to achieve
that milestone. We also continue to evaluate opportunities to accelerate deployments where customer demand and power availability support
attractive economics. As we've discussed previously, our strategy is not simply to add capacity but to deploy capacity in locations where
power, connectivity, and customer demand aligned to create long-term value. The demand environment remains highly favorable, and we believe
our modular approach provides us with the flexibility to scale efficiently while maintaining a disciplined approach to capital deployment.
As a result, we remain confident in our ability to continue expanding our edge data center footprint in support of both existing customer
commitments and future opportunities. We believe the trends we are seeing continue to support our business model and long-term growth
opportunities. As we look beyond this year, we expect the combination of contracted backlog and expanding pipeline and additional capacity
coming online to continue driving growth into 2027, and we will remain focused on translating that visibility into durable long-term shareholder
value. Now I'd like to turn it over to our CFO, Adrian Goldfarb, who will go over our financials for the second quarter of 2026. Adrian?
Adrian Goldfarb
Thank you, Doug. This was the most consequential
quarter in the company's history, and we completed our transformation. During the quarter, we signed and on August 5th closed the divestiture
of our legacy rail business, which is now reported as discontinued operations for all periods presented. We also brought the APR chapter
to a close. The asset management agreement was amended beginning in the first quarter to reduce the scope of services, and the related
revenues are winding down with minimal amounts expected through the third quarter. The staff supporting the agreement and their full cost
base have transferred out. In May, New APR sold substantially all of its assets, and that sale crystallized the value of our 5% interest
at approximately $60 million. We received $50.4 million in cash with the remaining $10 million subject to a 12-month holdback and carried
as a receivable on our balance sheet. Against a $7.2 million carrying value, the transaction generated a $53.2 million gain. Our edge
data center and AI infrastructure model is now our sole operating focus, and when I speak to results today, I'm speaking to continuing
operations unless I say otherwise.
I will now walk through our second quarter 2026
financial performance and highlight the key drivers of our business. Total revenue from continuing operations for Q2 2026 increased 30%
to $6.18 million compared to $4.77 million in the second quarter of 2025 as now presented to exclude the divested rail business. Composition
tells the story of the pivot. Technology Solutions contributed $3.23 million, our largest revenue line against a zero year ago. Related
party services and consulting revenue was $2.91 million, which included $2.71 million of one-time accelerated recognition of the remaining
APR deferred revenue. Go-forward AMA revenue will be minimal as it winds down through the third quarter, and hosting revenue is just beginning
to build. For the six months ended June 30, 2026, total revenues were $8.32 million compared to $8.68 million in the same period last
year. The modest headline decline is the pivot working as designated. AMA revenue declined $4.2 million on the wind down while Technology
Solutions added $3.8 million from a standing start. Cost of revenues for Q2 2026 decreased 9% to $2.73 million compared to $2.99 million
for Q2 2025. For the six months, cost of revenues decreased 32% to $3.82 million from $5.65 million in the same period last year. The
decrease reflects the wind down of the low-margin AMA pass-through cost structure. Gross margin for Q2 2026 increased 94% to $3.45 million
or 55.8% of revenue compared to $1.78 million or 37.3% for Q2 2025. For the six months, gross margin increased 48% to $4.5 million or
54.1% of revenue from $3.03 million or 34.9% in the same period last year. This improvement in margin quality is structural, not seasonal.
It reflects the shift of our revenue base towards technology solutions and infrastructure services.
Operating expenses for Q2 2026 were $3.4 million,
up 2% compared to $3.32 million for Q2 2025. For the six months, operating expenses were $7.63 million compared to $5.11 million in the
same period last year. The first half increase carries deliberate investment, growth hiring, public company costs, and stock-based compensation
put in place ahead of the second half revenue ramp. Income from operations for Q2 2026 was approximately $50,000 compared to a loss from
operations of $1.54 million for Q2 2025, a significant improvement in moving towards profitability as a data center infrastructure company.
For the six months, the loss from operations was $3.13 million compared to $2.07 million in the same period last year, reflecting the
first quarter investment period ahead of revenue, the increase being largely the result of non-cash compensation. Including the $53.2
million gain on the sale of investments, income from continuing operations before income taxes was $53.6 million for the quarter. After
an income tax provision of $5 million, net income from continuing operations was $48.7 million compared to a loss of $1.6 million in Q2
2025. The loss from discontinued operations narrowed to $0.8 million from $1.9 million. Consolidated net income for Q2 2026 was $47.8
million compared to a net loss of $3.5 million for Q2 2025. Basic earnings per share of $1.61 from continuing operations and diluted earnings
per share of $1.37 and a loss of $0.14 per share in the same period last year also from continuing operations. For the six months, consolidated
net income from continuing operations was $45.6 million or $1.70 per basic share and $1.41 per diluted share compared to a net loss of
$5.6 million or a loss of $0.21 per share in the same period last year. As we discussed on previous earnings calls, returning to positive
adjusted EBITDA has been an important milestone for the company. I am pleased to report that we got there ahead of plan. Adjusted EBITDA
for Q2 2026 was positive at approximately $0.5 million, excluding the one-time gain on sale of investments and stock-based compensation.
We expect adjusted EBITDA to remain positive in both remaining quarters of 2026 with meaningful expansion in the fourth quarter as the
GPU deployment ramps.
Shifting to the balance sheet. The company ended
Q2 2026 with $112.3 million in cash compared to $15.5 million at December 31, 2025, and stockholders' equity of $207.4 million. The increase
reflects the $50.4 million received from the sale of substantially all the assets of New APR Energy, our March public offering, and our
$55 million registered direct offering completed in June with a single large institutional investor. We are effectively debt-free with
no borrowings beyond a small insurance financing balance. Columbus seller note and our planned GPU senior debt facility arrive in the
second half by design matched against the assets that they fund. The number I'm most proud of this quarter is operating cash flow. Cash
provided by operating activities from continuing operations was positive $11.9 million for the first half, a swing of nearly $20 million
from the prior year. Our customers are funding our growth. $18.8 million of long-term deferred revenue, which includes the customer prepayment
under our GPU program, sits on our balance sheet. Offsetting the $50.4 million gain on investment were investing outflows of $77.1 million
with staged growth capital, $68.8 million of deposits against our GPU equipment program, $5.8 million of deposits on real estate, and
edge data construction, assets that begin producing revenue in the second half. Subsequent to quarter end, we completed the $30 million
acquisition of our Columbus, Georgia data center structured capital efficiently with $15 million in cash and a $15 million zero-coupon
seller note repaid only as incremental power is delivered to the site. Columbus is being equipped to support 2,304 NVIDIA B300 GPUs. Put
together, our financial position gives us the ability to meaningfully deploy capital to support our expected growth in the second half
and beyond.
Turning to our outlook. I want to be explicit
about our guidance philosophy. We guide to what is contracted, deposited, and scheduled, not to what is possible. Our outlook assumes
no acceleration in GPU energization and no contribution from transactions that have not closed. At the end of the second quarter, the
company's bookings represented approximately $43.5 million in revenue, all of which is expected to be recognized during the year including
contracted backlog and near-term anticipated awards. In addition, approximately $1.1 million of contracted Technology Solutions deferred
revenue recorded in 2025 will be recognized as revenue in 2026, further supporting the company's performance. Based on these committed
contracts and near-term pending orders that are already performing or are scheduled to be executed through the remainder of 2026, we are
reconfirming our expectation for total revenue in 2026 to exceed $50 million. Let me briefly walk through how we bridge from $6.18 million
of Q2 revenue to our full year target. Our GPU-as-a-Service business is the primary driver, which we expect to contribute approximately
$26 million as the deployment comes online and utilization ramps in the second half. In addition, we expect approximately $25 million
from our Technology Solutions backlog, a solid base of committed revenue that includes $2.9 million currently recorded as deferred revenue
to be recognized in the second half. We remain confident in this outlook given the accelerating demand for our edge data center model,
continued customer expansions, new hosting deployments, and continued capacity build-out. On profitability, we expect positive adjusted
EBITDA in both the third and fourth quarters with fourth quarter adjusted EBITDA in the range of $8 million to $10 million.
The way to understand 2027 is through our fourth
quarter exit rate. In the fourth quarter of 2026, we expect recurring infrastructure revenue, GPU-as-a-Service, colocation, and hosting
of approximately $17 million to $18 million, which represents an expected annualized recurring revenue exit run rate in excess of $70
million contracted under multiyear agreements and carrying gross margins well above 70%. For full year 2027, our early framework calls
for total revenues of at least $160 million, a full year of the GPU program, a full year of our contracted colocation deployments now
in development, and continued growth in Technology Solutions. That framework includes only announced and contracted programs. Additional
site acquisitions and partnership structures in our pipeline will be incremental. We expect adjusted EBITDA margins to expand very significantly
in 2027 as the recurring revenue base scales against a substantially fixed cost structure, and we will provide formal 2027 guidance with
our third quarter results. Six months ago, this company was a rail inspection business with an asset management side agreement. Today,
it is a funded effectively debt-free data center infrastructure company with $112 million of cash, positive operating cash flow, 2,304
NVIDIA B300 GPUs being installed in a facility we own, and a contracted path to an annualized recurring revenue exit rate above $70 million.
The pivot is complete. Now we execute. Doug, I'll turn it back to you for your final comments.
Doug Recker
Thank you, Adrian. I told you it was going to
be exciting stuff. Okay. As we look ahead, we believe Duos is entering the next phase of its evolution with a stronger balance sheet,
a simplified operating structure, and growing momentum across the Edge and Technology Solutions businesses. We believe these dynamics
position us to extend our growth trajectory into 2027 and beyond. With 25 megawatts of contracted capacity planned for deployment in 2026
and now more than 75 megawatts under contract following the Axe Compute expansion, a growing backlog, and increasing demand for AI infrastructure,
we remain focused on execution and on converting the opportunities in front of us into long-term recurring revenue and shareholder value.
I'd like to thank our employees, customers, partners. and shareholders for their continued support. With that, let's open the line for
questions. Operator?
Operator
Thank you. Ladies and gentlemen, if you would
like to ask a question, please press star one on your telephone keypad, and a confirmation tone will indicate your line is in the question
queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may
be necessary to pick up your handset before pressing the star keys. And due to the interest of time, we ask that each questioner limit
themselves to one question and one follow up. Thank you. And our first question comes from the line of Brett Knoblauch with Cantor Fitzgerald.
Please proceed.
Brett Knoblauch
Hi, guys. Thank you for taking my question, and
congrats on the quarter and what seems to be a flurry of good announcements. If we could start with kind of like the news of the day with
the Axe Compute announcement. Was that 55 megawatts IT load or gross? And is that incremental to the previous 10 you signed with them?
Or -- so, it would be maybe 65 in total with Axe Compute or maybe I'm misunderstanding that? Or is it 55 in total?
Doug Recker
Hey, Brett. Doug Recker. Thanks for the call.
Thanks for the questions. Yes, that's gross -- the 55 megawatt is gross. So, that's in addition to the 10 meg that we already signed.
So, the 10 meg that's being deployed in Georgia, then you have another 50 megawatts plus contracted recently, actually this week.
Brett Knoblauch
On where that capacity is going, have you guys
already secured those sites? And I say secured kind of maybe identified and paid for those sites, or is that something that's kind of
like TBD?
Doug Recker
Yeah. No, our strategy is this. So, what we do
is we go out to the market and we find multiple sites. So, right now, basically in our sites, there's six to seven that we're looking
at. A few are in LOI status. And those sites will pick which ones come up the fastest. So, the majority of our sites, just so you know
and it's very -- it's good for everybody to understand, these are not behind the meter. These are where the electricity utility already
has the power transmission down. So, that means it's already at the site. I don't have to go through requests with the energy provider
to make sure I can get it. These are powered sites that are ready to deploy on immediately.
Brett Knoblauch
Okay. Awesome.
Doug Recker
And to answer a little deeper for you, the sites
are in Texas. There's a few sites in South Carolina, Iowa, in Alabama. So, these sites that we're actually under LOI and actually in the
process of purchasing have power to them already.
Brett Knoblauch
And then maybe just think through the JV. Am
I right in thinking that they're going to kind of maybe spend 140 million upfront for their 49% stake? That 140 million should effectively
pay for most of the data center CapEx. So, you're kind of getting a 51% stake in a fully built-out kind of data center portfolio through
this deal.
Doug Recker
That's exactly correct. So, remember, the other
key component, so you can do the math -- everybody is going to ask this, so I want to answer the question there for you. Remember, we're
actually looking at our numbers now as we're building. We're coming in under 6 million a megawatt. So, you can see that we need to contribute
basically 30 million per site.
Brett Knoblauch
When you say per site per kind of EDC deployment,
right?
Doug Recker
Right. For the two locations that we are deploying
for Axe, correct.
Brett Knoblauch
Okay. And then on this Zero Latency kind of nonbinding
term sheet, is this -- I just want to make sure I'm thinking about this right. These are of maybe your lower power density cabinets that
you're effectively kind of signing a lease for these sites to focus maybe more on the high-power EDCs?
Doug Recker
Correct. Correct. So, basically, what this is,
I -- let's think in your mind, a bare metal provider. They're looking at all 15 of our sites. It's a 10-year deal. It's a 10-year deal.
And so, if you take 15 time 15 cabinets basically, they're consuming the whole pod.
Operator
And the next question comes from the line of
Ed Woo with Ascendiant Capital. Please proceed.
Ed Woo
Yeah. Congratulations on all the progress for
everything you guys have done. My question is, is there any change in competitive environment? Thank you.
Doug Recker
So far, our niche, obviously, as you can see,
is anywhere from 1 to 20 meg. That's our niche. You're starting to see the demand increase rapidly. If we went through our funnel, we'd
probably be here for another 30 minutes. So, what we're seeing in that niche is also enterprise customers coming out saying, look, we
need two meg. They're getting away from their original enterprise data centers. So, what you're going to start seeing is people coming
to the market doing the same thing. I mean, we're not creating -- we're not rocket science over here. We hit a market, and it's about
to explode, and you can see that just basically from our funnel. So, I anticipate other people coming out, but the key is, do they know
how to deploy modular, right? We have the upper hand. So, we've deployed modular for the last nine years. And number two, what's critical
to our business that we need to focus on is we have a patent. I'm sure everybody is aware of that the patent called the clean room. When
you deploy GPU, they're extremely sensitive to dust, pollen, everything. So, without that clean room, there's -- people aren't putting
$40 million worth of GPU or $100 million worth of GPU in a cluster that's in a modular environment. So, that's one of the main key differentiators
that we have in the market right now.
Ed Woo
That sounds great. And congratulations on everything
you guys have done, and I wish you guys good luck. Thanks a lot.
Doug Recker
Thank you, Ed.
Operator
Okay. And the next question will come from the
line of Bill Papanastasiou with Chardan Capital Markets. Please proceed.
Bill Papanastasiou
Yeah. Good evening. Thanks for taking my questions
and congrats on all the progress. For my first question, there was commentary on the expanding demand funnel and contracted backlog. Can
you help us size that up? How long approximately do you think it would take to clear that backlog? Thank you.
Doug Recker
Yeah. So, the beginning orders that we signed
are cluster number one and then the expansion in Georgia for the additional 10 meg. We see that coming up by the end of the year. We're
on track to do that. And then the second piece that we signed, we're expecting to see that in the middle of the first quarter. If all
cylinders hit, we'll definitely see that at the beginning of the first quarter, but we're giving ourselves some leeway there, so we're
going to say the end of first quarter, which is very strong. If you figure that's under six months' worth of delivery, it's strong.
Bill Papanastasiou
Appreciate the color there. And then apologies
if I missed this but could you just walk us through which markets remain the most attractive for your business and in terms of scaling
the portfolio? Has the recent political headwinds impacted the strategy at all? I'm assuming not materially given the size of the sites
that you're standing up. Thanks.
Doug Recker
Yeah, you're absolutely right. So, that's the
other secret sauce there. We're under 20 meg. So, when you go into a market that's under 20 meg, you're really not hitting the radar,
right? So, we're focusing on what we call stranded power. So, there's a lot in South Carolina. There's a lot in Iowa. There's a lot in
markets that the pricing is still around $0.04 to $0.07 a kilowatt hour. So, we're focused on those markets where we find the stranded
power, or also, the second strategy is there is bit miners out there that weren't successful that actually had powered sites, and we're
looking to take a lot of those over. And those are in the range of 5 to 20 megawatts. Remember, we didn't disclose our funnel, but in
our funnel, we have a ton of use cases for 2 to 7 meg. So, we're going to start hitting those, as well.
Bill Papanastasiou
Appreciate that. Thank you.
Operator
The next question will come from the line of
Scott Buck with Titan Partners. Please proceed.
Scott Buck
Hey. Sorry about that, guys. First, I'll echo
the congratulations that you received already. Doug, I'm curious, could you go in a little deeper on the pipeline in the Tier 3, Tier
4 markets beyond the 25 megawatts and the 55 for Axe? What is kind of the binding constraint going forward? Is that power? Is that capital?
Is that customers?
Doug Recker
Great question. Great question. So, what we see
is the Tier 3 and Tier 4 markets are prime for us. We're still within 130 miles. We're still under five milliseconds everywhere we go.
There's still fiber available. Fibers are short build into these locations. But what we really see is that's where the stranded power
is, right? That's where there's power that we can consume right away. And the market as far as backlog, I would -- I could tell you strongly
just in our local funnel with in-house here, not with people calling us, which is another log. So, we're well over 100 megawatts in 5
to 10 meg tranches in our funnel just for this year. So, obviously, we can't hit it this year. But these customers are calling us asking,
hey, can you get it in, in the next six or even nine months. And those are the ones we're focusing on now, because the key to this business
is to deploy quickly, but you want to do it right. You mess up one time in this business and you're done. And I've done this 30 years,
and let me tell you, you have to do it right because these customers rely on your power 24 hours a day, and it's their livelihood, and
it's our livelihood. So, we're doing it right. We're not throwing a bunch of stuff against the wall here. We're doing it right, and we're
hitting the right customers, which we -- when we say right customers, they're Tier 1 credit. They're very reputable companies. They've
been around a long time. So, we are at a position now where we can be choosy on who we take, which is great because in this model here,
you've got to be careful, right? We've got to be careful who we sign, and we're very diverse on our customer base. So, we don't have one
customer taking up all our bandwidth here.
Scott Buck
Great. And Doug, on speed of deployment, in Columbus,
what was the actual timeline from site selection to actually billing customers?
Doug Recker
Yeah. This will blow you away. We actually had
our customer do a visit last week on Thursday, and they were blown away. To be honest with you, I was blown away, too. So, we bought this
building in the beginning of July. And think about this, the beginning of July. We are now, what, on the 17th, 18th of the month of August.
We've actually installed over 7 megawatts of new infrastructure. When I say new infrastructure, that means you take a building just the
shell of the building. You bypass everything that's in the building except for the fiber build-out, and we brought everything in brand
new, everything from generators to cooling plant all the way to PUs to cabinets to everything, lighting, raised floor. We put 17,000 square
foot raised floor in. We did that all under 60 days.
Scott Buck
Wow. Okay.
Doug Recker
I challenge anybody to do that.
Scott Buck
And if I could squeeze just one last one in for
Adrian. You mentioned in your prepared remarks some of the kind of upsized costs in the first half of the year. I'm curious, we should
view that kind of uptick as onetime in nature, and as we move into '27, see a more muted, I guess, OpEx growth. Is that fair?
Adrian Goldfarb
Absolutely. You got it in one. So, we've just
come off a very, very complex period, the first kind of two quarters of the year where, obviously, the APR sale, the divestment of the
rail business, there was a lot of very complex accounting around that and then with the shift in adjusting the staff and everything else.
So, all of those costs that are in there are very much onetime in nature. We were about -- we closed last year -- when we still had APR
here, we had about 100 people, and now with the divestment of the rail business, we're down to about 25 full-time people. Sorry, I just
dropped off there. What I was saying was that the SG&A is growing now very, very slowly, and the costs really will be more associated
with specific opportunities that are going there. But we've done -- Doug and I have been working on making sure we streamline our operations.
So, yes, very much onetime.
Operator
And the next question comes from the line of
Justin Taffer with Shay Capital. Please proceed.
Justin Taffer
Hey, Doug. Just a couple of questions for you.
Maybe on the Axe deal, anything you can talk about sort of, I assume, who the end customer is just in terms of -- and I know you said
they're going to deposit $140 million, so I assume it's a decent to your credit customer if they're putting in the cash. But anything
you can help on the end customer here?
Doug Recker
Absolutely. So, they are a Tier 1 hyperscaler.
They did visit the site in person last week. We know -- we can't disclose who they are, but I can tell you they are extremely credible
and creditworthy. Actually, we funded our GPUs based on that customer. So, they're very solid. But once again, this is part of the Axe
deal, as well. So, we wanted to make sure, obviously, we're getting into this SPV that, number one, the money was there, and number two,
is this customer credit worthy, and are they going to stay five years, right? That's a five-year term. So, we did our due diligence, and
we're very strong about it. But also, Justin, I want to let you know that I have Dipan here in the room, and I wanted him to give you
kind of an outlook real quick on what this SPV is just so it's clear because I know I'll get a ton of calls. And I still welcome the calls,
but this might help everybody understand what that SPV is. So, Dipan, go ahead and give Justin a quick background on what that SPV looks
like.
Dipan Patel
Thank you, Doug. Hi, Justin. Hello, everyone.
The SPV is a vehicle for us to fund the development of these data centers. While we will be the managing partner of the SPV with a majority
share, we will get the cash injection from Axe for an equity position, and then we will develop out these data centers with a lease from
Axe as well as their offtaker.
Justin Taffer
Got it. And then maybe just a follow-up. Actually,
the deals you've done have been, I guess, five years when I look at some of the peers out there that I guess are signing bigger deals,
and I realize you're in a different market and looking for, like you said, sub-20-megawatt deals. Just what's the longevity of your pods?
And then how do you think about, I guess, duration of deals? Because the payback period seems pretty attractive so far at least on the
five-year deals you've signed here.
Doug Recker
Yeah, Justin, our life span on our pods and our
facilities are well over 20 years. The only thing that we will swap out over 10 to 12 years would be the batteries on the UPS system,
but the infrastructure itself is well over 20 years.
Justin Taffer
Okay. Great. And maybe just one last for me.
So, if my math is right, basically, based on this SPV, based on the cash on your balance sheet, and I think you said like you might have
to put 30 million or so per site on this new deal, you should pretty much be covered for these deals. But just maybe talk about going
forward and funding how you think of, I guess, to sign the additional 100 megawatts you talked about in the pipeline just how you think
about financing going forward?
Doug Recker
Yeah. So, basically, what this does too and why
I chose to do this deal was it obviously gives us the cash to buy infrastructure soon on these projects to make sure we hit it by the
first quarter, so we need to order that stuff now. And what that also does is it will bring us revenue that we can actually borrow against.
So, basically, the debt financing will follow this. We're not in this game to dilute our investors. So, this was a good decision for us
to do this kind of financing or this partnership. So, now when I go out for capital, I have that strong -- this SPV we can borrow against.
So, I have this basically infrastructure, that's $140 million that I can borrow against, number one. Number two, it will allow me to buy
time now to get my revenue kicking, like we said, from the GPU and everything. So, that $4.4 million will start here very soon, and then
that will give us more credibility, more money on our balance sheet and --
Adrian Goldfarb
Per month.
Doug Recker
Oh, per month. Yeah, per month. So, did I miss
anything, Adrian?
Adrian Goldfarb
No, no.
Doug Recker
I stepped on your toes. I’m sorry.
Adrian Goldfarb
No, no, no, it’s fine. I just wanted to
make sure they knew per month.
Doug Recker
Sorry, Justin, did I get it all? Okay. All right.
Operator
And the next question comes from the line of
Nico Sacchetti with RBC. Please proceed.
Nico Sacchetti
Am I live? Did I make it on?
Doug Recker
I got you, Nico. Yes, sir.
Nico Sacchetti
All right. Please don't kick me off this time.
I hope I have good service. It is so commendable. I think that you're not getting enough congratulatory remarks because you guys pulled
off something that doesn't happen very often, which is you said you were going to do something and then you did it. And I mean, it's pretty
incredible that you've got all these great things that are happening, and I think it's just really exciting that I feel like the majority
of really the trickiest part is behind you. And I still am hearing these things where there seems to be some confusion around it, and
I would like to ask you a question that just reframe this that makes it seem a lot easier for my brain to understand this. Instead of
this being a data center company, we are basically just a company that builds apartments, and we rent them out. And so, there's two components
to this business. Like you say our model, you say this is our model, and that's how I take it is we were doing this for $1 million a unit.
Suddenly, we needed $30 million for a unit. We didn't have that capital, and we didn't have cash coming in, so we couldn't access debt,
which is totally the right move because that would have opened the door to hurt the shareholders. And I appreciate you doing something
good for us, by the way. But that little rock and a hard place scenario, is it behind us? I mean, obviously, if you have a massive opportunity
and dilution looks like the right thing to do, I wouldn't ask you to say you're permanently done, but I feel like you've been getting
hit inappropriately hard on the short side. And I don't know if you realize this, but there's over 5 million shares short your company.
And I'm pretty sure it's because you haven't
made money, and you've been raising money several times. And so, it is a really important thing to clarify. And then I'm sure that this
will happen tomorrow because you guys just reported $1.61 in the quarter from a one-time one-off sale, and so much of this trading takes
place on algorithmic stuff that we might see some goofy stuff tomorrow. And the goofy thing is you deserve it anyways, but it might come
from the sale that took place. So, I would just expect the unexpected. But I mean, is that all this is where we've needed to get a couple
of these apartments built so that we could get a tenant that we already had locked in, in a contract to start renting the space out from
us. And when we have the combination of the tangible asset, we can like HELOC that just like you do at your house. And then we have this
contractually obligated high-margin revenue that's going to clear the cost of capital to use debt on new projects. So, like that's where
we've been -- that's been my understanding of the model. I think it's a lot easier to think about this because, unlike an apartment, if
push came to shove and our renters dried up -- I mean, I don't think the location matters that much, but we could pick it up with a crane
and move it to where -- to a more favorable location, right?
Doug Recker
Yeah. You're answering my questions. But yeah
-- so, when we go into a market and say I deploy 10 megawatt, say that customer goes away in three years, right? My infrastructure is
almost paid for by them, number one. Number two, the power is in such demand. Right now, if I had 20 megawatt -- right now, if I had 10
megawatt -- if I had 4 megawatt right now available today, I have probably 16 customers lined up to take it. That's how strong this market
is right now. I'm giving my secret sauce out here, but I'm just being honest with you. So, the other crazy thing is if you think about
it, Nico, if you think about the customers that are in enterprise data centers right now -- and this was the talk I gave last week. If
you think about the enterprise customers that are actually in a data center that are used to taking 20 kW cabinet or 15 kW cabinet, now
they're switching their components out to AI. Now all of a sudden, they need 60 kW. Those data centers, those enterprise legacy data centers
can't provide the cooling, not just because they can't get the power, but they don't have room for the generators. They're landlocked.
They can't get that done. So, Fortune 100s are calling us, asking us, can we deploy a meg with you? Can we deploy two meg with you? That's
where your market is going to turn. So, we are focused on these neoclouds right now. But I tell you what, our market just opened wide
open to that sector. That sector, I love because the data centers that I've owned and sold before, even the one right down the street,
Colo Five, when I sold that to Cologix, those customers are expanding. They have no place to go. So, where are they going to go? They're
going to go to where the network is and the power is in a reliable data center. And it doesn't really matter if they're 130 or 140 miles
outside of town because the networks are built stronger now.
Nico Sacchetti
So, that's -- so, the old -- the standard unit,
the whole sale model, the whole idea was it was better from a latency standpoint to have that smaller powered unit right by the school
or the hospital, and that changed where like -- just to clarify, like the Iowa project is just a contracted revenue for that output power,
and that's just been moved over to Georgia because that had guts there where you could get it cash flowing quicker, it wasn't -- like
that's all that was. Just to clarify. It's not like we didn't do Iowa. We still own a piece of dirt there. We could just get the 10 megawatts
ready for them there. And then you said that there's another 10 that you contracted in that same building. Is that what you're saying?
Doug Recker
We're adding 10 more megawatts to the existing
building. That's correct.
Nico Sacchetti
And that's the five-year 111?
Doug Recker
Yes.
Nico Sacchetti
What's the rationale behind 10 megawatts going
for 176 for three years, and then 10 going for 111 for five years? Is it like a different --
Doug Recker
The first one is mixed with GPU. Remember, the
first deployment that we have there is the GPU involved. The second deployment, we don't own the GPU. It's straight colo, and that's what
we're in business to do. That's our model.
Operator
Thank you. This concludes today's conference
-- question-and-answer session. And now I'd like to turn the call back to Mr. Recker for closing remarks.
Doug Recker
Thank you, everyone, for joining. Remember, you
can always get ahold of me, send me an e-mail. I'd love to talk about if you have questions. But thank you all for today's call. I appreciate
everyone, and we'll talk to you soon. Thank you.
Operator
Before we conclude today's call, I'd like to
provide Duos' safe harbor statement that includes important cautions regarding forward-looking statements made during this call. The earnings
call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking terminologies
such as believes, expects, may, will, should, anticipates, plans, and their opposites or similar expressions are intended to identify
forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to
a number of uncertainties, risks, and other influences, many of which are beyond our control, which may influence the accuracy of the
statements and the projections upon which the statements are based and could cause Duos Technologies Group Inc.'s actual results to differ
materially from those anticipated by the forward-looking statements. These risks and uncertainties include but are not limited to those
described in Item 1A in Duos’ annual report on Form 10-K, which is expressly incorporated herein by reference and other factors
as may periodically be described in Duos’ filings with the SEC. Thank you for joining us today for Duos Technologies Group's Second
Quarter 2026 Earnings Call. You may now disconnect.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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